Terms of Engagement for Alastra Labs Ltd

Last updated: 31 August 2025

1. Introduction and Parties

These Terms of Engagement (“Terms”) govern the provision of consultancy services by Alastra Labs Ltd (“we”, “us”, or “our”) to you, the client (“you” or “Client”).

Alastra Labs Ltd is a company registered in England and Wales under company number[Company Number]. Our registered office is at 30 Churchill Place, Canary Wharf, LondonE14 5RE.

By engaging our services, you agree to be bound by these Terms. These Terms, together with any Statement of Work (SoW) or proposal we provide to you, form the entire agreement between us.

2. Services, Deliverables, and Project Timeline

2.1. Services

We will provide the consultancy services as described in the Statement of Work (SoW) or proposal provided to you. The SoW will detail the scope of services, objectives, and any specific methodologies to be used.

2.2. Deliverables

The specific deliverables to be provided as part of the services will be detailed in theSoW. All deliverables will be subject to your review and acceptance.

2.3. Project Timeline

The timeline for the provision of services and the delivery of deliverables will be set out in the SoW. We will use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the services.

3. Fees and Payment Terms

3.1. Fees

The fees for our services will be set out in the SoW. Fees may be charged on a time and materials basis, a fixed fee basis, or as otherwise specified in the SoW.

3.2. Expenses

Unless otherwise specified in the SoW, you will reimburse us for all reasonable expenses incurred in connection with the provision of the services, including travel, accommodation, and subsistence expenses. We will provide you with receipts for all expenses

3.3. Invoicing and Payment

We will invoice you for our fees and any expenses on a monthly basis, unless otherwise specified in the SoW. All invoices are payable within 30 days of the date of the invoice. All sums payable under this agreement are exclusive of VAT, which will be added to our invoices at the applicable rate.

If you fail to make any payment due to us under this agreement by the due date for payment, then, without limiting our other remedies, you will have to pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

4. Confidentiality and Intellectual Property

4.1. Confidentiality

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 4.2.

4.2. Permitted Disclosures

Each party may disclose the other party’s confidential information:

  • to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 4; and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

4.3. Intellectual Property

All intellectual property rights in or arising out of or in connection with the services shall be owned by us. We grant to you a non-exclusive, worldwide, royalty-free licence to use the deliverables for the purpose for which they are provided.

5. Warranties and Liability

5.1. Warranties

We warrant that we will provide the services with reasonable care and skill.

5.2. Limitation of Liability

Nothing in this agreement shall limit or exclude our liability for:

  • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
  • fraud or fraudulent misrepresentation; or
  • breach of the terms implied by section 2 of the Supply of Goods and Services Act1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

Subject to the above, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the total fees paid by you under this agreement.

6. Termination

6.1. Termination for Convenience

Either party may terminate this agreement by giving the other party 30 days’ writtennotice.

6.2. Termination for Cause

Without affecting any other right or remedy available to it, either party may terminatethis agreement with immediate effect by giving written notice to the other party if:

  • the other party commits a material breach of any term of this agreement and (ifsuch a breach is remediable) fails to remedy that breach within 14 days of thatparty being notified in writing to do so;
  • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up(whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carryon business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
  • the other party suspends, or threatens to suspend, or ceases or threatens to ceaseto carry on all or a substantial part of its business.

6.3. Consequences of Termination

On termination of this agreement for any reason:

  • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business. you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
  • the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry; and
  • clauses which expressly or by implication survive termination shall continue in full force and effect.

7. General

7.1. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

7.2. Assignment and Other Dealings

We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under this agreement and may subcontract or delegate in any manner any or all of our obligations under this agreement to any third party or agent.

You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under this agreement.

7.3. Entire Agreement

This agreement constitutes the entire agreement between the parties and supersede sand extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

7.4. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

7.5. Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

  • waive that or any other right or remedy; or
  • prevent or restrict the further exercise of that or any other right or remedy.

7.6. Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

7.7. Notices

Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second BusinessDay after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

7.8. Third Party Rights

No one other than a party to this agreement, and their permitted assignees, shall have any right to enforce any of its terms.

7.9. Governing Law and Jurisdiction

This agreement, and any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)arising out of or in connection with this agreement or its subject matter or formation.