Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your use of the services provided by PRYZMA LTD, a company registered in England and Wales, with its registered office at 128 City Road, London, EC1V 2NX ("PRYZMA", "we", "us", or "our").

By engaging our services, signing a Statement of Work, or otherwise entering into a contract with PRYZMA LTD, you ("Client", "you") agree to be legally bound by these Terms. If you do not agree, you must not engage our services.

2. Services

PRYZMA LTD provides the following categories of services:

• Custom Software Development — Design, development, and delivery of bespoke software applications.
• Cloud Solutions & Architecture — Design and implementation of cloud-based infrastructure on Azure and AWS.
• Microservices & API Development — Development of distributed systems and RESTful APIs.
• Application Modernisation — Migration and refactoring of legacy systems.
• IT Consultancy & Strategy — Technology advisory and digital transformation consulting.
• ERP Technical Consulting — Specialist Unit4 / Agresso ERP customisation and integration.

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work (SOW) or contract agreed between the parties in writing.

3. Intellectual Property

3.1 Client-Owned Work Product

Upon full receipt of payment, PRYZMA LTD assigns to you all intellectual property rights in the custom deliverables created specifically for your project, as outlined in the relevant SOW.

3.2 PRYZMA Pre-Existing IP

Any tools, frameworks, libraries, methodologies, or pre-existing code developed by PRYZMA LTD prior to the engagement remain the exclusive property of PRYZMA LTD. A non-exclusive licence to use such components within your project may be granted as specified in the SOW.

3.3 Third-Party Components

Open-source components are licensed under their respective licences (e.g. MIT, Apache 2.0). PRYZMA LTD will notify you of any third-party dependencies and their applicable licences.

4. Payment Terms

• Invoices are due within 30 days of the invoice date unless otherwise agreed in writing.
• Late payments attract interest at 8% above the Bank of England base rate per the Late Payment of Commercial Debts (Interest) Act 1998.
• PRYZMA LTD reserves the right to suspend work in the event of overdue invoices exceeding 14 days.
• All fees are exclusive of VAT, which will be applied at the prevailing rate where applicable.

5. Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the engagement, including but not limited to business strategies, technical designs, source code, and client data.

This obligation survives the termination of any agreement for a period of 3 years, except where disclosure is required by law or with the prior written consent of the disclosing party.

6. Limitation of Liability

To the maximum extent permitted by applicable law, PRYZMA LTD's total liability to you for any claim arising out of or in connection with our services shall not exceed the total fees paid by you to PRYZMA LTD in the three months preceding the event giving rise to the claim.

PRYZMA LTD shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including loss of revenue, loss of profit, or loss of data, even if advised of the possibility of such damages.

7. Termination

Either party may terminate a project engagement by providing 30 days' written notice. You will be invoiced for all work completed and expenses reasonably incurred up to the termination date.

PRYZMA LTD may terminate immediately for cause in the event of material breach, non-payment, or any conduct that is unlawful or harmful.

8. Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

9. Contact Us

For questions about these Terms of Service, please contact us: