Payment Terms and Conditions

1. Introduction

These Payment Terms and Conditions apply to all professional services provided by Stellance Ltd ("we", "us" or "Stellance") to our clients ("you" or "the Client") in the United Kingdom. They form part of our agreement with you and should be read alongside any specific proposal, statement of work or engagement letter we agree in writing.

2. Fees and quotations

All fees are quoted in pounds sterling (£ GBP) unless otherwise agreed in writing. Quotations are valid for 30 days from the date of issue unless stated otherwise. The scope, deliverables and fees for an engagement are set out in the signed proposal or statement of work. Any work outside that scope will be subject to a separate written agreement and additional fees.

3. Invoicing and payment

We invoice in accordance with the schedule set out in the agreed proposal. Unless otherwise agreed:

• For fixed-fee engagements: 50% of the fee is due on acceptance of the proposal and 50% is due on completion of the deliverables, or at the milestones stated in the proposal.
• For advisory or retainer engagements: fees are invoiced monthly in advance, or as otherwise agreed.
• For expenses: disbursements and pre-approved expenses are invoiced at cost with receipts available on request.

Payment is due within 14 days of the invoice date unless a different term is agreed in writing.

4. Late payment

If payment is not received by the due date, we reserve the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002. We may also charge a fixed sum compensation fee for the costs of recovering a late payment as permitted by those regulations.

We may suspend work on an engagement if any invoice remains outstanding for more than 14 days after its due date, and will not be liable for any delay caused by such suspension.

5. Cancellation, postponement and termination

If you cancel or postpone a confirmed engagement:

• More than 14 days before the scheduled start: no cancellation charge.
• Between 7 and 14 days before the scheduled start: 50% of the agreed fee is payable.
• Less than 7 days before the scheduled start: 100% of the agreed fee is payable.

Either party may terminate a longer engagement by giving 30 days' written notice. Fees and expenses already incurred up to the termination date remain payable.

6. Expenses and disbursements

Where travel, accommodation, venue hire or other expenses are likely to be incurred, we will seek your prior approval. Expenses are charged at cost and may include reasonable travel, accommodation and subsistence in connection with the engagement. Detailed receipts are available on request.

7. VAT and taxes

All fees quoted are exclusive of VAT. Where applicable, VAT will be added at the prevailing UK rate and shown separately on the invoice. You are responsible for any other taxes, duties or levies applicable under local law.

8. Intellectual property and deliverables

Upon full payment of the agreed fees, ownership of any bespoke deliverables created specifically for you will transfer to you, subject to our right to retain underlying methodologies, tools, frameworks and general know-how. We reserve the right to use anonymised, aggregate learnings from the engagement for research and improvement of our services, provided no confidential or identifiable Client information is disclosed.

9. Disputes

If you have a concern about an invoice or any aspect of the service, please contact us promptly. We will make reasonable efforts to resolve the matter in good faith before either party takes formal action.

10. Governing law

These terms are governed by the laws of England and Wales. Any dispute arising from them shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. Contact us

For invoicing, payment or contractual queries, please contact us:

info@stellance.ai
5 Canon Court, Institute Street, Bolton, Greater Manchester, BL1 1PZ