Terms and Conditions
Terms and Conditions for Flat Rock Technology Limited
These Terms and Conditions ("Terms") govern your use of our website and the technology professional services ("Services") provided by Flat Rock Technology Limited ("us", "we", or "our"). By accessing our site or engaging our Services, you agree to be bound by these Terms.
1. Services
The specific scope of Services, including deliverables, timelines, and fees, will be outlined in a separate Service Agreement or Statement of Work ("SOW") signed by both parties. These Terms are incorporated by reference into any SOW.
2. Payment Terms
Client agrees to pay all fees as specified in the SOW. Payments are typically due in advance of the service period. Late payments may incur interest charges and may result in the suspension of Services until the account is brought current.
3. Intellectual Property
All pre-existing intellectual property of each party remains the property of that party. Any new software artefacts, documentation, automation, designs, or reports ("Work Product") developed by us during the provision of Services remain our intellectual property. Upon full payment for the Services, we grant the Client a non-exclusive, perpetual, worldwide license to use the final Work Product for their internal business purposes, including operating the delivered systems.
4. Client Responsibilities
The Client agrees to provide timely access to necessary resources, including personnel, technical environments, repositories, observability data, and other information required for us to perform the Services. Delays in providing these resources may impact project timelines and results.
5. Confidentiality
Both parties agree to keep confidential all non-public information obtained from the other party during the course of the engagement. This includes business strategies, financial information, and Engagement Data shared for delivery purposes. This obligation survives the termination of the agreement.
6. Termination
Either party may terminate the Service Agreement with written notice, typically 30 days. We reserve the right to terminate Services immediately for a material breach of these Terms or the SOW, including non-payment. Upon termination, the Client is responsible for all fees incurred up to the effective date of termination.
7. Disclaimer of Warranties
Our Services are provided "AS IS." We disclaim all warranties, express or implied, including the warranties of merchantability and fitness for a particular purpose. We do not guarantee any specific business or technical outcomes—such as uptime targets, revenue uplift, time-to-market, or vulnerability counts—as these are influenced by many external factors outside our reasonable control.
8. Limitation of Liability
Our total liability to the Client for any claim arising out of or relating to the Services or these Terms shall not exceed the total fees paid by the Client to us in the three (3) months preceding the claim. We are not liable for any indirect, special, incidental, or consequential damages.
9. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Flat Rock Technology Limited is registered, without regard to its conflict of law principles.
10. Changes to Terms
We reserve the right to modify these Terms at any time. We will provide notice of material changes. Your continued use of our Services after such changes constitutes your acceptance of the new Terms.