Terms and Conditions

22 September 2026 · STRATOVA LTD · 128 City Road, London, EC1V 2NX

These terms and conditions set out the basis on which STRATOVA LTD (“Stratova”, “we”, “us”) may provide technology services to a business client (“you”, “the client”). They also explain how those services relate to the public website at https://stratova.work. They are written for organisations commissioning computer systems design, media streaming platforms, telecommunication solutions, custom software development, cloud and high-load architecture, work on social and media networks, IT consulting, network infrastructure management, data analytics and OTT services, cybersecurity and data protection, system support and monitoring, and enterprise API integration. They are not a consumer retail contract. If you are an individual acting wholly outside your trade or profession, do not use these terms to buy a personal subscription. The website’s terms of service govern browsing. These terms govern engagements.

A company registration number is not printed on the website. If a formal notice requires statutory identifiers, ask us at contact@stratova.work or write to 128 City Road, London, EC1V 2NX, United Kingdom, and we will supply the identifiers we are required to give. Do not rely on a number you have guessed. Telephone contact is +44 7537 194820.

Please read these terms with any proposal, statement of work, order, or change note we both agree. Together they are the “agreement”. If you only sent a contact-form message, no agreement for paid work has been formed yet. The message is an enquiry. These terms explain what happens if we later agree to work, and they explain the ground rules we expect an engagement to follow. Where a signed statement of work says something different about scope, price, or timetable, the statement of work wins for that point. These terms win on subjects the statement of work does not expressly change, including liability structure, confidentiality, and intellectual property, unless the statement of work names the clause it is changing.

1. Definitions

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means the ability to direct management through ownership, votes, or contract. “Client materials” means data, content, credentials, designs, specifications, and access that you provide or that we obtain from your systems on your instruction. “Deliverables” means the software, documents, configurations, diagrams, and other work product we specifically agree to supply. “Background” means materials, tools, libraries, and know-how a party owned or licensed before the engagement, or developed outside it. “Open-source software” means software distributed under a licence that requires source disclosure, reciprocal licensing, or attribution as a condition of use. “Production” means the environment in which your service handles real traffic or real users, as opposed to a test or staging environment. “Statement of work” means a written description of scope, assumptions, fees, and timetable that both parties accept by signature, by email confirmation, or by a purchase order that refers to it without material change. “Support hours” means the hours during which we have agreed to respond to operational issues, which may include a 24/7 rota only when the statement of work says so.

“Personal data”, “controller”, and “processor” have the meanings in the UK GDPR and the Data Protection Act 2018. “UK GDPR” means the General Data Protection Regulation as it forms part of the law of the United Kingdom. “Malicious code” means code designed to disrupt, damage, or provide unauthorised access, not including ordinary feature flags or test harnesses. “Force majeure” means an event beyond a party’s reasonable control, described later. “Fees” means the charges in the statement of work, whether fixed, time-based, or a mixture. “Acceptance” means the process, if any, by which you confirm that a deliverable meets the agreed tests. If no acceptance test is written down, acceptance occurs when you use the deliverable in production or when ten working days pass after delivery without a written notice of a material failure against the agreed specification, whichever is earlier.

2. Formation of an agreement

An agreement is formed only when we confirm in writing that we will perform a defined piece of work for a defined fee, or when you accept a proposal we have marked as open for acceptance and we have not withdrawn it. A meeting, a call to +44 7537 194820, a page on stratova.work, or a friendly reply that we have received your note is not acceptance. We are free to decline work, including work we are technically able to do, if the timing, the risk, or the subject is wrong for us. You are free to decide not to proceed after a proposal. Unless a proposal says it is open for a stated number of days, it lapses after twenty working days.

If you issue a purchase order, these terms apply to the exclusion of any standard purchasing terms printed on the order, unless we have agreed those purchasing terms in writing. A purchase order that changes price or scope is a counter-offer, not an acceptance, until we agree the change. If you ask us to start before the paperwork is finished, and we agree to start, the work is still governed by these terms and by the emails that describe scope and price. We will both treat those emails as the statement of work until a fuller document replaces them. Starting early is a convenience. It is not a waiver of the need for a written scope.

These terms may be updated on the website for future engagements. An agreement already formed keeps the terms that applied when it was formed, plus any changes we both later sign. We will not amend a live statement of work by quietly editing this page.

3. What the website does and does not promise

The website describes the practice. It uses plain accounts of system types, such as live distribution control, interconnect and signalling, OTT operations, integration surfaces, and watched services. Those accounts are illustrations of the kind of engineering Stratova undertakes. They are not references you can rely on as audited outcomes, and they do not name customers because we do not publish customer names without permission and because this document must not invent them. You should not tell your board that a metric appeared on our site if it did not. If a metric matters, it belongs in a statement of work as a target both sides understand, with a method of measurement.

Service names on the site are the names of practices we can be asked to perform. They are not a menu with fixed prices. Computer systems design for one estate is not the same size of work as computer systems design for another. Media streaming platforms differ by ingest model, entitlement, and delivery. Telecommunication solutions differ by the networks they must join. The statement of work is where size is fixed. Until then, a conversation is exploratory and either side may stop it without payment, except that if we have agreed a paid discovery piece, that piece is itself an engagement and is payable.

4. Statements of work

A statement of work should state the objective, the deliverables, what is out of scope, the assumptions, the client dependencies, the fees, the invoicing pattern, the timetable or the reason a timetable cannot yet be fixed, the environments, and any acceptance tests. It should also state whether support and monitoring are included and, if they are, whether cover is limited to stated hours or is 24/7. If 24/7 cover is not written down, it is not included, even though the website explains that such cover can be contracted. Silence is not a rota.

Assumptions are part of the price. If an assumption is wrong, for example that documentation exists, that a test environment is available, or that a third-party API behaves as its public description claims, we will tell you and we will agree a change or stop the affected part. We are not obliged to absorb unlimited discovery inside a fixed price that assumed the opposite. You are not obliged to accept a change you do not want. The remedy is to reshape the scope or to end the affected work as the termination provisions allow.

Timetables are estimates unless the statement of work labels a date as a committed date. A committed date still moves if you delay access, if a dependency you control is late, or if a force majeure event occurs. We will not agree a committed date that depends on an unnamed vendor we do not control unless the statement of work assigns that risk. Where the work is consultative, the deliverable is often a written position rather than a deployed system. Read the statement of work for which of those you are buying.

5. Computer systems design

When the engagement is computer systems design, we examine the estate you describe and the constraints you confirm, and we produce the design artefacts named in the statement of work. Those artefacts may include boundary descriptions, data-path descriptions, capacity notes, interface lists, and an operational picture of what a failure is expected to touch. A design is an instrument for a later build or for your own team. It is not, by itself, a running system, and it is not a guarantee that every future feature will fit without a further design pass.

You are responsible for telling us the constraints that are real: regulatory limits, contractual limits with your own customers, maintenance windows, and systems that must not be touched. If you withhold a constraint and the design collides with it, correcting the design is a change. We are responsible for making the design internally coherent and for stating the assumptions on its face. We are not responsible for a business outcome, such as audience growth or revenue, that the design did not set out to measure.

Design documents are delivered in the formats we agree, commonly documents and diagrams you can keep. Unless the statement of work says we will build the system, a design engagement ends when the documents are delivered and accepted. Implementation is a separate scope even if it is obvious that someone must eventually build what was drawn.

6. Media streaming platforms and OTT

Streaming and OTT work can cover ingest, packaging, entitlement, origin and delivery integration, and the operational controls around them. It can also cover the measurement that sits beside delivery, which we describe as data analytics and OTT services when that is the scope. The statement of work must identify which of those layers are included. A platform that packages media is not automatically a platform that bills for it. A platform that delivers media is not automatically a platform that moderates a social graph. Social and media networks are a related but distinct practice and need their own scope if identity, feeds, and abuse handling are in view.

You remain responsible for the rights in the media itself. We do not clear content licences by writing software. You must have the right to ingest, store, and distribute what you ask the system to carry. If a rights holder complains, that complaint is yours unless we caused it by exceeding your written instructions. We are responsible for building the agreed technical path and for telling you, when we see it, if a proposed path cannot meet a constraint you have stated, such as a latency budget or a region in which media must remain.

Load is a design input. If you tell us an audience size, a bitrate mix, and a concurrency shape, we design against those inputs. If the live audience materially exceeds them, the system may need a change. We will not pretend that an architecture sized for one shape is a promise about every future shape. Where the statement of work includes a load test, the test method, the environment, and the pass condition must be written down. A demonstration on a laptop is not a load test. A load test that you cannot supply traffic credentials for cannot be run, and the dependency sits with you.

7. Telecommunication solutions and network infrastructure

Telecommunication work may include signalling, interconnect, and the operational layer around networks that carry enterprise or media traffic. Network infrastructure management may include the paths, names, and change practices that keep that traffic intelligible. These engagements often depend on carriers, on your existing voice or data platforms, and on access we do not hold at the outset. You will obtain the letters of authority, the interconnect agreements, and the maintenance windows. We will not impersonate you to a carrier. We will work with the access you lawfully provide.

Changes to routing, naming, or signalling can affect live traffic. The statement of work or a change note should say whether a change may be made in production, who approves it, and how it is reversed. We will not make a production network change that has no written approval and no reversal path, except where you have given a standing written authority for a defined class of emergency actions and the action falls inside that class. Emergency authority is narrow. It is not a general permission to redesign the network at 2 a.m.

We do not warrant that a third-party carrier will meet its own service levels. We can design and operate the parts we control, and we can record what the carrier did if we can see it. If the engagement includes monitoring of interconnect health, the monitors are only as good as the signals the carrier and your estate expose. Missing signals are a finding, not a breach by us, unless we agreed to supply the missing signal ourselves.

8. Custom software development

Custom software is written for the estate you already run, against interfaces and constraints in the statement of work. It may include control surfaces, integration services, entitlement logic, and operational tools. We will write it so that a competent engineer in your team, or in a successor supplier, can operate it using the documentation we agreed to supply. We do not promise that the software will be elegant to every taste. We do promise that it will correspond to the agreed specification, that it will not contain malicious code that we introduced, and that we will correct material non-conformities notified during the acceptance window or any warranty period the statement of work sets.

You will review increments if the statement of work calls for review. Silence where a review was requested, beyond the agreed review period, lets us continue on the assumption that the increment is acceptable as a direction, without waiving a later acceptance test against the final specification. If you want a change during a review, raise it as a change. Implementing it inside the original price is at our discretion only where the change is trivial and does not move the timetable.

Unless agreed otherwise, development happens in a repository and an environment we can both access, with production access separated. We will not deploy to production except by the release path the statement of work describes. You will not demand a production deploy that skips an agreed test if the skip is our decision to refuse. You may accept the risk of a skip in writing. If you do, the consequences of the skipped test sit with that written acceptance.

9. Cloud and high-load architecture

Cloud and high-load architecture means the shape of the system under concurrency and failure, including how cloud services are used as an operating environment with limits. It does not mean that we resell a cloud vendor’s services unless the statement of work says we will. In the ordinary case, you hold the cloud account, you pay the cloud vendor, and you keep the commercial relationship with that vendor. We design, configure, or automate inside the account you authorise. Bills from the cloud vendor are your bills. We will not mark them up unless a statement of work expressly makes us the reseller, which we do not assume.

High load is not a mood. It is a set of numbers and failure stories. The statement of work should record the numbers we are designing for and the failures we are designing to contain. If those numbers are unknown, the honest deliverable may be a measurement plan rather than a final capacity design. We would rather write that down than invent a capacity claim. Cost control is part of architecture only when you ask for it. If you ask for it, tell us the budget boundary. Without a boundary we will design for the technical constraint, and the cloud bill will follow the design.

Multi-region designs, encryption choices, and key custody must be explicit. If you require keys to remain in your sole custody, say so before we build a path that assumes we can rotate them. If you require data to remain in the United Kingdom, say so before we select a region. A general enthusiasm for “security” is not a region constraint and not a key-custody model.

10. IT consulting

Consulting is a commissioned reading of the estate, or of a question about the estate, before a build is funded or while a build is in doubt. The deliverable is the written position named in the statement of work. It is advice based on what you show us and on the time you buy. It is not a promise that your board will like the answer, and it is not an audit in the statutory sense. We do not provide financial audit, legal advice, or regulated financial advice. If a question needs a solicitor or an auditor, we will say so and leave that question to them.

You may use a consulting report internally, including with your professional advisers under confidence. You may not publish it as our certification of your platform, because it is not a certification. If the report is wrong because we missed a fact you gave us, we will correct it. If it is incomplete because a fact was not given, we will extend the work only as a change or as a follow-on engagement.

11. Cybersecurity and data protection services

Security and data-protection work is engineering and operating practice: access, retention, logging, secrets, and the controls a live service can keep. It is not a certificate, not a penetration-test badge you can put on a sales page unless a statement of work specifically includes a test and a report you are allowed to quote, and not a promise that a system cannot be compromised. Anyone who tells you otherwise is not describing this practice.

If the scope includes a test against your systems, you must authorise the targets, the windows, and the methods in writing before we start. You must confirm that you have the right to authorise those targets. We will stay inside that writing. We will not test a system that belongs to a third party on the strength of a verbal aside. Findings are confidential. You may share them with your advisers and with vendors who need a finding in order to fix their component. You may not publish our report as a marketing claim.

Recommendations are prioritised against the system we saw. Implementing them may be a separate build. A report that lists a fix does not, by itself, include the fix. If you want us to implement, put implementation in the statement of work or in a change. Data-protection advice we give is practical and technical. It is not a substitute for your own privacy notice, and it is not a formal legal opinion. Where the engagement requires us to process personal data as your processor, the data-protection clause in these terms applies, and any processing instructions must be documented.

12. System support and monitoring

Support and monitoring are provided only as the statement of work describes. The description should include what is watched, how alerts reach a human, what response you can expect, and during which hours. Where the parties agree 24/7 cover, the rota, the escalation path, and the definition of an incident are part of the scope. Where they do not, do not assume that an evening alert will reach us. The website’s mention of 24/7 support is an offer to contract for that cover, not a standing obligation to every visitor.

Monitoring watches the signals we agree. It does not watch a component that exposes no signal, and it does not replace your own duty to keep production access, licences, and vendor support alive. If an incident is caused by a change you made, or by a vendor you contracted, we will still help if support hours cover the incident, but the help may be chargeable as extra time if the statement of work priced only the agreed watch, not unlimited remediation of third-party faults.

We will keep support access separate from day-to-day development access where the estate allows it. You will revoke access when the support engagement ends. We will delete or return credentials we hold, except for a record that access existed if we need that record to show what we were entitled to do. Response targets, if any, are targets for starting work on a qualified incident. They are not a promise that every incident is solved inside the response window. A solve time has to be its own commitment, with exclusions for causes outside our control.

13. Enterprise API integration

Integration work builds a stable surface between a platform and the systems around it, such as identity, billing, content, or operations. The statement of work should name the systems, the operations, the error behaviour, and who owns each side of the contract. We are responsible for the side we build and for implementing the agreed contract accurately. We are not responsible for the internal correctness of a system of record we do not control. If that system returns wrong data, the integration may faithfully carry the wrong data. Fixing the source is your responsibility, or the source vendor’s, unless you engage us to change the source under a separate scope.

Interfaces change. A fixed-price integration assumes the interface description you gave us, or the description published by the vendor at the date stated in the statement of work. If the vendor changes the interface, adapting to the change is a change to our scope. We will tell you when we see a break. We will not silently chase an undocumented vendor roadmap inside a price that assumed a frozen contract.

Idempotency, retries, and back-pressure should be designed, not hoped for. If your system of record cannot tolerate retries, tell us before we build a client that retries. If you need a replay tool for failed messages, ask for it in the scope. A queue without an operational story is an incomplete integration, and we will say so rather than leave you with a diagram that cannot be run.

14. Social and media networks

Where the scope concerns a social or media network, the technical work may include accounts, relationships, media handling, feeds, and the controls that limit abuse and access. You are the publisher or the platform operator in the legal sense unless a written agreement says something narrower. We do not become the publisher by writing the software. You are responsible for your terms with end users, for your moderation policy, and for the law that applies to the content and the audience. We are responsible for implementing the controls you specify and for telling you if a specified control cannot be built as described.

End-user personal data in such a platform is yours to direct. We process it only on documented instructions and only for the engagement. We do not mine it for our own products. We do not train a model on it unless you instruct that training in writing and the law allows it. A vague request to “use AI” is not an instruction to train on production personal data.

15. Client responsibilities

You will give us, in time, the access, the decisions, the materials, and the people the statement of work names. You will name a primary contact who can answer questions or who can reach someone who can. Delays in decisions delay the work. We will record dependencies that are late. A timetable shifts by at least the length of the delay, and by longer if the delay forces us to re-staff. We are not in breach for a date we miss because a dependency you own was late.

You will ensure that client materials do not infringe third-party rights and do not contain malicious code you know about. You will tell us about malicious code you discover in an estate we are asked to touch. You will comply with the laws that apply to your content, your traffic, and your customers. You will not ask us to build a feature whose purpose is to break the law, to hide a breach from people who must be told, or to mislead a regulator. If we reasonably believe an instruction has that character, we may refuse it and, if the refusal makes the engagement impossible, we may end the engagement.

You will keep your own backups of production data unless the statement of work says we operate backups for you. Even then, you should understand the restore point we have agreed. A backup that has never been restored is an assumption, and we will say if a restore test is or is not in scope. You will pay the fees as agreed. Non-payment is dealt with below. It is also a client responsibility in the ordinary sense: the work is not a gift.

16. Access, credentials, and environments

Access is granted on the least-privilege basis that still lets us do the work. You will issue named accounts where the platform allows it, rather than shared passwords, and you will prefer short-lived credentials. We will not ask you to email passwords to contact@stratova.work in clear text. If a secret must move, we will agree a channel. You will revoke access at the end of the engagement or when a person leaves our team and no longer needs it. We will tell you when a person leaves the engagement so you can revoke.

We expect separate environments for development, test, and production where the estate can support them. If you have only production, the statement of work must say so, and both sides accept the risk of working closer to live traffic. We will still refuse a reckless change. The existence of a single environment is a reason for more care, not for less.

Remote work is normal. We do not promise that every hour will be spent at 128 City Road. On-site time, if you need it, must be in the statement of work, including travel expenses. The address on the website is our published business address. It is not a commitment that engineers sit in a particular room on a particular day unless we have agreed that they will.

17. Changes to scope

Either party may propose a change. A change is agreed only when both sides confirm, in a change note or an email chain that states the effect on scope, price, and time. Until then, we continue the agreed scope, and we are not obliged to carry out the proposal. If you instruct us verbally in a meeting to do something new, we may ask you to confirm it in writing before we spend material time. If we proceed on a clear written instruction that admits the work is extra, the time is chargeable at the rates in the statement of work, or at our then current consulting rate if no rate was fixed, until a change note replaces that interim arrangement.

We will not use change control to invoice you for correcting our own failure to meet the specification. You will not use change control to refuse payment for work that was inside the original scope merely because the result is operationally uncomfortable. The test is the statement of work, read with these terms, not either side’s later preference. Small clarifications that do not add effort may be absorbed. We will say when a clarification has become a change. You will say when you do not want the change. A rejected change leaves the original scope standing.

If a change is required by law, we will tell you what must move. If the law leaves a choice of methods, we will recommend one and you will decide, because the operational risk often sits in your service. Implementing a legally required change is still work. It is chargeable unless the statement of work included a contingency for that class of change. We do not keep a silent contingency for unnamed statutes.

18. Fees

Fees are those in the statement of work. A fixed fee covers the named scope and the named assumptions. A time-and-materials fee covers time actually spent and materials actually bought for you, at the rates and with the estimates we stated. An estimate is not a cap unless the statement of work calls it a cap. If we see that an estimate will be exceeded, we will tell you before we incur a material overrun, unless the overrun is caused by an emergency you have authorised us to handle without waiting. You may then reduce scope, increase the estimate, or stop. If you do not respond in the time we reasonably set in the notice, we may pause the affected work rather than spend unapproved money.

Rates apply to the people and the grades the statement of work describes. If we substitute a person of comparable skill, the rate does not rise without your agreement. If you ask for a named individual and that person is unavailable, we will propose an alternative. We do not warrant that a particular named engineer will remain on the engagement for its whole life. People leave projects. Continuity is managed by documentation and handover, which the scope should include if the engagement is long.

Expenses are payable only if the statement of work allows them or if you approve them first. Ordinary remote working does not generate travel expenses. Travel we agree is charged at cost, without a hidden margin, and we will keep receipts for a reasonable period. Third-party software bought in your name is your cost. Third-party software we buy only because the engagement needs it, and which we agreed to buy, is rechargeable at cost unless the fee already includes it.

19. Invoices and payment

We invoice as the statement of work says: on milestones, monthly in arrears, or on another pattern written down. Each invoice identifies the engagement, the period or milestone, and the amount. You will pay in pounds sterling unless another currency is stated, by bank transfer to the account on the invoice, within fourteen days of the invoice date unless a different period is stated. Payment is made when cleared funds reach us. You may not withhold payment because of a dispute about a different invoice or a different engagement. You may withhold the disputed part of an invoice if you notify the dispute, with reasons, before the due date. The undisputed part remains payable.

We may suspend work if an undisputed invoice is overdue by more than fourteen days, after a written reminder. Suspension is not termination. During suspension, timetables move, and we are not liable for the operational effect of pausing. We will resume within a reasonable time after payment. Repeated late payment is a material breach. We may also require advance payment for a new phase if the payment history justifies it. That requirement is a condition of starting the phase, not a penalty.

Fees already earned remain payable if you end the engagement for convenience. For a fixed fee, earned means the proportion of the scope actually completed, judged reasonably against the milestones, or the whole fee for a milestone that has been reached. For time and materials, earned means time spent up to the stop date. We will invoice the balance and we will hand over work in progress that you have paid for, subject to the intellectual-property clause. We do not hold paid work hostage. We also do not hand over unpaid work product except where the law requires it.

20. Taxes

Fees are exclusive of value added tax and any similar tax. Where VAT applies, we will add it to the invoice and you will pay it. If a withholding tax applies because of your place of business, you will tell us before the engagement starts. If the law requires you to withhold, you will gross up the payment so that we receive the agreed fee net, unless the statement of work says we bear that withholding. We will cooperate with forms that reduce withholding where a treaty allows it. We will not give you tax advice about your own position. Each party is responsible for its own taxes on its own profits.

If a tax authority later rules that a supply was taxable and we did not charge the tax, we may invoice the tax once we are satisfied the ruling applies, and you will pay it, provided we are legally the person who must account for it. If you were the person who should have accounted for it, the invoice is not the remedy. We will each keep the records our own tax law requires. Those records may include personal data of contacts, which we keep for that legal obligation as the privacy policy explains for our side.

21. Acceptance

If the statement of work lists acceptance tests, we will run them or support you in running them in the environment agreed. A test is failed only if the deliverable does not meet a criterion written in the statement of work. Preferences, new ideas, and comparisons with products we did not agree to copy are not failures. You will report failures in writing, with enough detail for us to reproduce them, within the acceptance window. We will correct material failures within a reasonable time and resubmit. If a failure is not material, we may correct it in a later increment if one is planned, or as warranty work, and you will not withhold acceptance of the whole for a minor defect that has a workaround.

If you use a deliverable in production before the acceptance window ends, you accept it, except for defects you have already notified. Production use is a practical signal that the deliverable is doing the job. If you need a formal sign-off before production, do not deploy, and say so in the statement of work. We will not treat an internal demonstration as production. We will treat traffic from your real users as production, even if you call the environment a pilot, if the pilot serves people outside your project team.

Acceptance does not waive a warranty claim for a defect that could not reasonably have been found in the tests you were given. It does waive claims that the specification itself was the wrong commercial idea, if we built what was specified. Changing your mind about the idea is a change, not a defect.

22. Warranty

We warrant that we will perform services with reasonable care and skill, that deliverables will materially match the agreed specification at acceptance, and that we have the right to enter the agreement. For thirty days after acceptance, or for any longer warranty period written in the statement of work, we will correct material non-conformities that you report, at no additional fee, provided the deliverable has not been altered by anyone other than us, used outside the agreed environment, or broken by client materials or by a third-party service. This warranty is the exclusive remedy for a non-conformity of that kind, except where the law says a remedy cannot be limited.

We do not warrant uninterrupted operation of your service, a particular audience capacity that was not an agreed test, compatibility with every future browser or device, or that third-party platforms will remain available on the same terms. Cloud vendors, carriers, and device makers change their systems. Adapting to those changes after the warranty window is new work, unless a support engagement expressly includes that adaptation. We do not warrant that security work makes a system immune to attack. We warrant that the controls we agreed to implement were implemented with reasonable care.

Advice is warranted as the product of reasonable care on the facts you gave us at the time. It is not warranted as a prediction. A consulting report that was reasonable in March is not breached because the estate changed in September. If you want us to revisit it, commission the revisit.

23. Intellectual property in the background

Each party keeps its background. You keep your client materials, your media, your trade marks, and your data. We keep our pre-existing tools, internal libraries, methods, and generic accelerators that are not specific to your business. If a deliverable includes our background, we grant you a non-exclusive licence to use that background only as part of the deliverable, for the purpose of running your own systems, for as long as you have paid the fees for that deliverable. The licence is non-transferable except to an affiliate or to a successor of the relevant business, provided the successor accepts these restrictions. It is not a licence to sell our background as a standalone product, and it is not a licence to publish our internal tools.

You grant us a licence to use client materials solely to perform the engagement. That licence ends when the engagement ends, except that we may keep copies required for legal, security, or professional records, held under confidence. We do not acquire ownership of your media or your customer data by hosting a build, configuring a pipeline, or looking at a log.

If you need an assignment of something that would otherwise remain our background, the statement of work must say so, and the fee will reflect it. We do not assign background by implication. A sentence that says “all intellectual property passes to the client” is read as passing the deliverables that were created specifically for you, not our generic tools, unless it expressly lists those tools. If there is doubt, we will identify the background in a schedule rather than argue later about a library that existed before you called us.

24. Intellectual property in deliverables

Subject to payment of the fees, and subject to background, open-source software, and third-party materials, we assign to you the intellectual property rights in deliverables that the statement of work identifies as to be assigned and that we created specifically for you. Until the fees for those deliverables are paid, we retain those rights and you have only a revocable licence to evaluate them. On payment, the assignment takes effect without a further document, and we will sign a short confirmatory assignment if you reasonably ask. Moral rights are waived to the extent the law allows, so that you can maintain the software without naming an individual author on every screen.

If the statement of work is silent, the default is a broad licence rather than an assignment: you may use, modify, and operate the deliverables for your internal business and for the customer-facing service you described, worldwide, for the life of that service. You may appoint a supplier to maintain them under confidence. You may not resell the deliverables as a generic product to unrelated businesses unless the statement of work says you may. The default is chosen so that you can run your platform without us holding it hostage, and so that we are not deemed to have sold our entire practice for a single build fee.

You are responsible for the intellectual property in the requirements you give us. If you ask us to implement a feature that copies a third party’s product in a way that infringes, you will tell us that you have the right, and the indemnity below applies. We are responsible for not knowingly copying a third party’s code into a deliverable except as open-source software that is properly licensed. We will not strip licence notices.

25. Open-source software

We may use open-source software. Before we introduce a component whose licence would require you to disclose your own proprietary source or to license your own proprietary source on the same terms, we will tell you and we will not introduce it without your written agreement. Permissive licences that require attribution and notice preservation may be used without that prior consent, and we will keep the notices with the deliverable. You agree to comply with the licences of open-source components we identify in a notice file or a bill of materials if the scope includes one.

A bill of materials is included only if the statement of work asks for it or if a component’s licence requires the information to travel with the software. We will not claim that a bill of materials is a complete certification of every transitive dependency unless we agreed to produce it to that standard. Dependency trees move. A snapshot is accurate as of its date. Updating it later is maintenance.

You will not remove open-source notices and then ask us to warrant that the software is wholly proprietary. If your procurement policy forbids a particular licence, give us the policy at the start. Discovering the policy at acceptance is a change if it forces substitution of components we already integrated in good faith.

26. Third-party materials

Third-party materials, including commercial SDKs, codecs, map data, font software beyond the website’s own pages, and carrier interfaces, are licensed on their own terms. We do not pass through a warranty broader than the one we receive, and often we receive none. You may need your own licence. If the statement of work assumes you already have a licence, you will keep it valid. If a vendor withdraws an API, both sides will treat the withdrawal as a change in the environment, not as a breach by us, and we will help you plan a response if you engage us to do so.

We do not install unlicensed software to save time. If a trial licence expires, the work may pause until you buy the licence. That pause extends time. It is not our breach. You will not ask us to circumvent a technical protection measure on third-party software. Refusing that request is not a failure to perform.

27. Confidentiality

Each party will keep the other’s confidential information secret and will use it only for the engagement. Confidential information includes non-public designs, code, prices, security findings, access methods, roadmaps, and the terms of the statement of work. It does not include information that is public through no fault of the receiver, information the receiver already held without a duty of confidence, information the receiver developed independently, or information the receiver must disclose by law. If a disclosure is required by law, the receiver will, where legally allowed, give the other party notice so that a protective order can be sought.

We may share your confidential information with subcontractors and professional advisers who need it and who are bound by duties at least as strict. You may share ours with your advisers on the same basis. Neither party will publish a case study, a logo, or a metric about the other without prior written consent. This matches the way the website is written: it does not invent customers, and an engagement does not give us a right to become your reference unless you agree. Consent for a narrow factual mention can be given by email. It can also be withdrawn for future mentions. It cannot unwind a mention that was already permitted and already published, except where the law requires removal.

The duty of confidence lasts for five years after the engagement ends, and for security findings and credentials it lasts until the information is no longer sensitive, which may be longer. On request at the end of the engagement, each party will return or delete confidential information, except for copies kept in routine backups that are overwritten in the ordinary cycle, and except for copies a party must keep for legal or professional reasons. Those retained copies stay confidential. We do not need to wipe a backup tape on the day the project ends if the tape’s ordinary expiry will do it, and we will not pretend that instant forensic deletion of every replica is always possible.

28. Data protection

Each party will comply with data protection law that applies to it. For website enquiries, we are the controller, as the privacy policy says. For personal data in your systems that we process only to deliver the engagement, you are the controller and we are the processor, unless the statement of work says we are independent controllers for a defined activity such as our own security logs of access to your tenancy. As processor we will process personal data only on documented instructions, including these terms and the statement of work. If an instruction appears unlawful, we will tell you and we will wait, unless the law requires us to proceed or to notify a regulator.

We will ensure that people who handle the personal data are under a duty of confidence. We will apply security measures appropriate to the risk, taking into account the nature of the data and the design you have agreed. We will not name a control we have not agreed and then charge you for failing to operate a control you refused. We will assist you, at your cost if the assistance is more than trivial, with data-subject requests, impact assessments, and consultations, to the extent the law requires a processor to assist and to the extent we can do so from the information we hold. We will not answer your end users directly unless you appoint us in writing to do so.

We will not appoint a sub-processor for client personal data without giving you a chance to object on reasonable grounds. Hosting and email providers used for our own business correspondence are not sub-processors of your production user base. A cloud account in your name, which you control, is your processor or your infrastructure, not a sub-processor we appointed. We will tell you if we intend to move a build into an account we control. You may refuse that move. International transfers of personal data we initiate will use a lawful mechanism, as the privacy policy describes in outline. Deletes and returns at the end of the processing are handled as the confidentiality clause describes, with the additional duty to delete personal data unless the law requires storage.

If we become aware of a personal-data breach affecting data we process for you, we will notify you without undue delay after we confirm it, with the information we have, and we will update you as we learn more. We will not delay the notice in order to complete a perfect report. You are responsible for notices to regulators and to individuals where you are the controller, unless the law places that duty on us. We will not notify your customers in your name without instructions. Records of processing we hold as processor are available to you on request so that you can meet your own article 30 duties. We do not claim a certification we have not been given, and we will not sign a questionnaire that asks us to invent one.

29. Security responsibilities

Security is shared. We secure the parts we build and the credentials we hold. You secure your accounts, your identity provider, your endpoints, and the people you authorise. You will tell us promptly if a credential you issued to us is suspected of compromise. We will tell you promptly if a credential we hold is suspected of compromise. Promptly means as soon as we can do so without making the compromise worse, and in any event without sitting on a confirmed loss.

Vulnerability reports about a deliverable we still support are handled inside support hours if you have support, or as warranty work if the warranty applies, or as a paid engagement if neither applies. We do not offer an unbounded free response for estates we no longer support. If a vulnerability is in a third-party component, we will tell you and we will apply a patch if you engage us and if a patch exists. The absence of a vendor patch is not our breach. Exploit code is not something we will place on the public website, and these terms do not authorise you to test systems you do not own.

Production data should not be copied into a developer laptop without a written reason and a minimisation step. We will follow that rule. If you send production data anyway, we will use it only for the purpose you stated and we will ask you for a deletion point. Logging should avoid secrets. If your existing logs contain secrets, cleaning them may be part of the scope. Until they are cleaned, we will treat the logs as confidential client material and we will not paste them into tickets that a wider group can read.

30. Personnel and non-solicitation

We are responsible for our people. They remain our contractors or employees. Nothing in the agreement makes them your employees. You will not direct them to breach these terms. We will not direct your people. If you are unhappy with an individual, tell us. We will discuss a remedy, which may include replacement where that is reasonable. You do not have a right to require removal for a discriminatory reason or for a reason unrelated to the work.

During the engagement and for six months after it ends, neither party will solicit for employment the other’s people who had material contact with the engagement. A solicitation does not include a general advertisement that is not aimed at those people, or the hiring of a person who approaches you without encouragement. If a party breaches this clause, the remedy is a fee equal to three months of the person’s then current remuneration with the losing party, as a genuine pre-estimate of recruitment disruption, not as a penalty that blocks a person’s career. The clause does not apply where an individual was made redundant. It is a business protection, not a claim that we have a large public team. We do not publish headcount on the website, and this clause does not require us to.

31. Subcontracting and assignment

We may subcontract parts of the work to people who are under duties consistent with these terms, and we remain responsible for their performance as if it were ours. We will not subcontract the whole engagement to a different firm and disappear. You may not assign the agreement without our written consent, which we will not unreasonably withhold in the case of a genuine successor to your relevant business. We may assign the agreement to an affiliate or to a successor of our business, provided your rights do not reduce. A change of ownership that does not affect the contracting party does not require consent. Any attempt to assign in breach of this clause is void.

You may not resell our services as if you were us, and you may not present our people as your employees in a proposal to your own customer, except that you may tell your customer that Stratova is a supplier if that is true. If you need a flow-down of these terms to your customer, tell us at the proposal stage. We are not bound by your customer’s terms merely because you accepted them.

32. Publicity and references

Neither party will issue a press release about the engagement without the other’s written consent. We will not put your name on stratova.work unless you agree. You will not put our name on a security badge, a compliance page, or a sales deck unless we agree the wording. A factual statement that we were a supplier, without metrics and without implying a certification, may be used inside a private procurement answer if your procurement process requires suppliers to be named. If that answer will be published, ask us first.

Feedback you give about the work may be used by us internally to improve our practice. It is not a testimonial we may publish. If we want a quotable line, we will ask for one. The absence of testimonials on the website is deliberate. These terms keep it that way unless a separate consent exists.

33. Compliance

Each party will comply with the anti-bribery laws that apply to it, including the Bribery Act 2010 for conduct connected with the United Kingdom. Neither party will offer or accept a bribe in connection with the engagement. Reasonable hospitality, disclosed and modest, is not a bribe. A request for an unusual payment to a personal account is a reason to stop and to ask questions. You will not ask us to route fees through a third party to hide their origin. We will not ask you to.

Each party will comply with sanctions and export-control laws that apply to it. You will not supply client materials that it is illegal for us to receive, and you will tell us if the engagement touches a sanctioned territory, a military end use, or controlled encryption in a way that needs a licence. We do not claim an export classification for your product. If a licence is needed, you obtain it unless the statement of work says we will help prepare the technical description, in which case the legal filing remains yours unless a lawyer we both instruct says otherwise.

Each party will respect employment law that applies to its own people and will not use forced labour in performing the agreement. We do not publish a modern-slavery statement on this website beyond this contractual commitment, and we will answer a reasonable customer questionnaire honestly rather than with a borrowed policy. If a questionnaire asks for facts we do not have, such as a certification we have not earned, the honest answer is that we do not hold it.

34. Insurance

Each party will maintain insurance appropriate to its business. We do not state a limit in these terms because a limit that is not the limit on our actual policy would be a fiction. On reasonable request we will tell you the types of cover we hold at that time and the limits we are allowed to disclose. You will do the same if the engagement requires you to carry cover, for example for media you ask us to distribute. Insurance is a backstop. It does not enlarge the liability cap below, and it does not require an insurer to accept a claim the policy excludes. A requirement to name you as an interested party must be in the statement of work and may change the fee if the insurer charges for it.

35. Liability

Nothing in the agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under the law of England and Wales. Subject to that, neither party is liable to the other for loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, or indirect or consequential loss, whether or not the loss was foreseeable and whether the claim is in contract, tort, or otherwise. Loss of data is excluded except to the extent the loss is a direct result of our failure to perform a backup or restore obligation that the statement of work expressly gave us, and then only up to the cost of reasonable restoration from the last agreed restore point, inside the cap.

Subject to the uncapped liabilities, each party’s total aggregate liability arising out of the agreement is limited to the fees paid or payable under the relevant statement of work in the twelve months before the claim arose, or to twenty-five thousand pounds if no fees have yet been paid and the claim arises from a statement of work whose expected fees are lower than that sum, whichever is greater only where fees in that twelve-month window exceed twenty-five thousand pounds. If twelve months of fees are less than twenty-five thousand pounds, the cap is those fees, with a minimum of the fees actually paid. The intention is a cap tied to the value of the work, not an arbitrary fortune and not a zero cap that would make the contract meaningless. If more than one claim arises, the cap applies to the aggregate, not per claim, except that the cap resets for a new statement of work that is a separate agreement.

You will not bring a claim more than twelve months after you became aware, or should reasonably have become aware, of the facts giving rise to it. This does not shorten a statutory limitation period that cannot be shortened. The allocations in this clause are reflected in the fees. If you need a higher cap, ask at proposal stage. A higher cap may require a higher fee or a narrower scope, because the risk changes. We will not agree an unlimited liability for a fixed build fee in a side email that contradicts this clause. Only a statement of work that names this clause and states the new cap can change it.

36. Indemnities

We will indemnify you against damages and reasonable legal costs awarded against you, or agreed in a settlement we approve, arising from a third-party claim that a deliverable we created infringes that third party’s intellectual property right in the United Kingdom, provided you notify us promptly, give us control of the defence, and do not settle without our consent. The indemnity does not apply to the extent the claim arises from client materials, from your specifications, from modifications you made, from combination with materials we did not supply, or from use after we told you to stop because of a claim and offered a remedy. Our entire obligation for such a claim is the indemnity and the remedies of obtaining a licence, replacing the affected part, or refunding the fees for the affected deliverable if neither licence nor replacement is reasonable. That refund is inside the liability cap except where the law forbids the cap from applying to this indemnity. We state the cap’s relationship clearly: the indemnity for intellectual-property infringement is not capped below the fees paid for the affected deliverable.

You will indemnify us against damages and reasonable legal costs arising from a third-party claim that client materials, or your instructions, infringe third-party rights or breach data-protection or content law, and from a claim by your end user that arises from the content or the service rules you operate, except to the extent caused by our breach of the agreement. You will also indemnify us against a claim by a carrier or cloud vendor that results from access you told us to use and that you were not entitled to give. These indemnities are the fair allocation of risks each party actually controls.

A party seeking indemnity will take reasonable steps to mitigate. An indemnity is not a blank cheque for an undefended claim. The indemnifying party may not settle in a way that admits fault by the other party or that imposes an obligation on the other party, without consent.

37. Suspension and termination

Either party may terminate a statement of work for convenience by giving thirty days’ written notice, unless the statement of work names a minimum term or a different notice period. Fixed-fee work terminated for convenience is paid as the invoicing clause describes. Convenience termination is a right. It does not require a breach. It is how either side leaves a piece of work that should not continue.

Either party may terminate the agreement, or the affected statement of work, immediately by written notice if the other party commits a material breach and does not cure it within fourteen days of a notice that describes the breach, or immediately if the breach cannot be cured. Non-payment of an undisputed sum after the suspension period is a material breach. A series of non-material breaches that together are material may be treated as material if they were notified and continued. Either party may terminate immediately if the other becomes insolvent, enters administration, or ceases to carry on business. If you become insolvent we may suspend access-dependent work at once to protect both estates.

On termination we will stop the work, you will pay what is earned, and we will deliver paid work product in the state it exists, without an obligation to finish unfinished features unless you pay for the finishing. Provisions that should survive do survive, including payment obligations already accrued, confidentiality, intellectual property, liability limits, and this sentence. Termination does not affect rights that had already accrued. A termination notice is sent by the notice method below. A notice slipped into a general project channel where it can be missed is not effective until it is sent properly, but we will act reasonably if we actually saw it.

38. Force majeure

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including failure of utility or public telecoms not caused by the party, epidemic, war, terrorism, riot, fire, flood, lawful change of law, or a cloud or carrier outage that the party did not cause and cannot reasonably bypass. Inability to pay is not force majeure. Staff holidays are not force majeure. A party that is affected will notify the other, will mitigate, and will resume when it can. If the event continues for more than thirty days, either party may terminate the affected statement of work without liability for the unperformed future work, while still paying for work done.

Force majeure does not excuse a party from security duties that can still be performed, such as revoking a credential, or from communication duties. If we cannot reach a system because your identity provider is down, the downtime is yours if you operate that provider, and ours only if we agreed to operate it and the outage is within our control boundary. The statement of work should draw that boundary. If it does not, the party that holds the admin account holds the outage, unless the outage was caused by a change the other party made.

39. Disputes

If a dispute arises, the primary contacts will try to resolve it in good faith. If they cannot, either party may refer it to a senior person on each side who has authority to settle. Those people will meet, in person or by video, within fifteen working days of the referral. Only after that, or if a party refuses to meet, may either party start proceedings. This process does not stop a party from seeking urgent injunctive relief to protect confidential information or intellectual property, or from issuing a statutory demand or claim for an undisputed unpaid invoice. The process is meant to stop hasty litigation about engineering disagreements. It is not meant to delay payment of a bill that nobody disputes.

The agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may also bring proceedings in a court of your domicile to recover an unpaid invoice. If you are a consumer, which this document does not expect, you keep any mandatory right to sue in your home court. The parties choose English law because the business address we publish is in London and because the website is aimed at that legal setting. They do not choose it in order to strip a protection that a statute says cannot be stripped.

40. Notices

Notices under the agreement must be in writing. Email is writing. A notice to us is effective when sent to contact@stratova.work, or when delivered by hand or by recorded post to 128 City Road, London, EC1V 2NX, United Kingdom. A notice to you is effective when sent to the email address in the statement of work, or when delivered to the address in that document. A notice sent by email during UK business hours is received that day. A notice sent later is received on the next business day. A bounce or an out-of-office message does not, by itself, stop receipt if the address is the agreed one, but the sender will use a second method if it knows the first failed. Changing a notice address is itself a notice.

Operational messages inside a project tool are not notices for termination, liability, or change of these terms, unless the statement of work says that tool is the notice channel. This distinction keeps a ticket comment from accidentally ending a contract. It does not stop day-to-day engineering discussion. Most of the work should stay in the ordinary channel. The formal channel is for formal acts.

41. Entire agreement and general

The agreement is the entire agreement between the parties about its subject. It replaces prior discussions about that subject. Each party agrees that it has not relied on a statement that is not in the agreement, except in the case of fraud. Samples, website paragraphs, and sales conversations are superseded by the statement of work once the statement of work exists. If there is no statement of work, there is no engagement, and the website terms of service continue to govern browsing only.

A failure or delay in enforcing a right is not a waiver. A waiver must be written to be effective, and it applies only to the breach described. If a clause is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if modification is impossible, and the rest of the agreement remains. These terms may be executed in counterparts, including by electronic signature or by email acceptance. A scan of a signature is sufficient. The parties do not require a wet-ink original for the agreement to bind, unless a particular formality of law requires it for a particular document, such as a deed, which these terms are not.

Nothing in the agreement creates a partnership, a joint venture, or an agency, except where we expressly appoint one another as agent for a narrow purpose in a statement of work. Neither party may bind the other. Third parties do not acquire rights under the Contracts (Rights of Third Parties) Act 1999, except that an affiliate who receives a permitted licence of background may enforce that licence. The parties may vary or end the agreement without the consent of any third party who might otherwise have had a right.

Headings are for convenience and do not affect interpretation. The words “including” and “for example” are illustrative and do not limit the words around them. A reference to a statute is to that statute as amended. If these terms are translated, the English version prevails. Obligations of confidentiality, payment, liability limitation, intellectual property, and accrued rights survive termination. An obligation to do something by a date is an obligation to do it by the end of that date in London time, unless the statement of work states another time zone because the service is operated elsewhere.

42. How these terms sit with the rest of the site

The privacy policy explains personal data collected through stratova.work and sets expectations for project data at a high level. The cookie policy explains browser storage. The terms of service explain browsing. If you only read the site, you are not yet our client under this document. If you become our client, this document and the statement of work are the contract, and the policies still describe how the website behaves. A conflict is resolved in favour of the statement of work for commercial scope, in favour of these terms for the legal framework of the engagement, and in favour of the privacy policy for the detail of website personal data. That order is meant to be usable by a project manager and a solicitor without a puzzle.

We may refuse an engagement that would require us to contradict the privacy policy, for example an engagement that asked us to sell end-user data, or to hide a cookie on a platform and call it strictly necessary when it is not. You may refuse an engagement that would require you to contradict your own regulatory duties. Neither refusal is a breach. It is a reason not to start. If the conflict appears mid-engagement, the parties will change the scope or end the affected work. Continuing in a way both sides know to be unlawful is not required by any timetable.

Contact for these terms is the same as contact for the business: STRATOVA LTD, 128 City Road, London, EC1V 2NX, United Kingdom, contact@stratova.work, +44 7537 194820. Please put the engagement name in the subject line if one exists, so that a contractual notice is not lost in a general enquiry. We will do the same when we write to you.