Terms & Conditions

Introduction

These Terms & Conditions ("Terms") govern the provision of advisory, training and related services by Theodora Monye, trading as Theodora AI Advisory and operating via theodoramonye.com ("Advisor", "we", "us" or "our") to clients ("Client", "you", "your"). By engaging our services, downloading Materials, or otherwise using our site, you agree to be bound by these Terms. If you do not agree, do not use our services or download materials.

1. Definitions

• "Agreement" means these Terms together with any Statement of Work or engagement letter agreed in writing.
• "Materials" means toolkits, templates, guides, checklists, downloadable resources and other pre‑existing materials provided by the Advisor.
• "Deliverables" means bespoke materials produced for the Client under a Statement of Work.
• "Services" means advisory, board advisory, training, workshops and other professional services provided by the Advisor.
• "Statement of Work" or "SoW" means a written document signed or agreed by the parties describing scope, fees, deliverables, timeline and acceptance criteria for an engagement.

2. Services and Statements of Work

• We provide Services on a project basis, day rate, or retainer as agreed in a SoW. Each engagement requires a SoW or engagement letter setting out scope, deliverables, timelines, fees and any specific terms. The SoW forms part of the Agreement.
• Any change to scope, deliverables or timeline shall be handled through a change control procedure and may affect fees and timescales.

3. Fees, expenses and payment

• Fees will be set out in the applicable SoW. Unless otherwise agreed, invoices are payable within 30 days of the invoice date.
• Fees are exclusive of VAT and any other applicable taxes or duties.
• Reasonable expenses incurred in providing Services (travel, accommodation, third‑party fees) will be invoiced in addition and require prior Client approval where practicable.
• Late payments may incur interest at 8% per annum above the Bank of England base rate and the Advisor may suspend services if invoices remain unpaid for more than 30 days.

4. Delivery, acceptance and performance

• The Advisor will perform Services with reasonable skill, care and professionalism consistent with best practice in AI governance advisory services.
• Deliverables will be delivered in accordance with the SoW. Client shall review deliverables within any acceptance period stated in the SoW and notify the Advisor of any material defects. If no acceptance period is specified, the Client shall notify material defects within 14 days of delivery.

5. Warranties and disclaimers

• The Advisor warrants that Services will be performed with reasonable skill and care.
• Except as expressly set out in these Terms, all warranties, conditions and representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law, including any implied warranty of fitness for a particular purpose or merchantability.
• The Materials and Deliverables are for general informational and organisational use and do not constitute legal, regulatory, financial or tax advice. Clients should obtain independent professional advice as appropriate before implementing any recommendations, frameworks, or templates. Use of Materials and Deliverables is at the Client's sole risk.

6. Intellectual property

• Ownership of pre‑existing IP. All intellectual property rights in Materials and in any methodologies, templates, frameworks or tools developed by the Advisor prior to or independently of the engagement ("Pre‑existing IP") remain the property of the Advisor.
• Licence to Client. On full payment of fees for Deliverables, the Advisor assigns to the Client all intellectual property rights in bespoke Deliverables created specifically for the Client under the SoW, unless the SoW states otherwise. For Pre‑existing IP embedded in Deliverables, the Advisor grants the Client a non‑exclusive, non‑transferable licence to use, copy and modify such Pre‑existing IP solely for the Client's internal business purposes. This licence does not permit resale, sublicensing, publication, or distribution to third parties without the Advisor's prior written consent.
• Attribution and notices. The Client must not remove or alter any copyright, trademark, or other proprietary notices in Materials or Deliverables and should retain reasonable attribution: "Based on materials provided by Theodora Monye — theodoramonye.com".
• Derivative works. Any adaptations or derivative works created by the Client remain subject to the licence restrictions above. Creating derivative works does not transfer ownership of the underlying Pre‑existing IP.
• Infringement claims. The Advisor will, at its expense, defend the Client against any third‑party claim that bespoke Deliverables (but not Pre‑existing IP) infringe third‑party IP rights, provided the Client: (a) notifies the Advisor promptly of the claim; (b) gives the Advisor sole control of the defence and any settlement; and (c) provides reasonable assistance. This indemnity is subject to the Advisor's liability cap in clause 9 and does not apply if the Deliverables are modified by the Client or used in combination with other materials without the Advisor's consent.

7. Confidentiality

• Each party shall keep confidential any information disclosed by the other party that is designated confidential or that ought reasonably to be considered confidential ("Confidential Information") and shall not use Confidential Information except to perform rights and obligations under the Agreement.
• Confidential Information excludes information which is: (a) in the public domain other than by breach of these Terms; (b) already known to the receiving party without restriction; (c) lawfully obtained from a third party without breach of confidence; or (d) independently developed by the receiving party.
• Each party shall limit disclosure of Confidential Information to employees, agents or subcontractors who need to know for the purposes of the engagement and ensure they are subject to confidentiality obligations.
• Confidentiality obligations survive termination for a period of three years, except that obligations in respect of trade secrets or highly sensitive information shall survive indefinitely.
• The Advisor may, unless the Client requests otherwise in writing prior to commencement, reference the existence of an engagement for marketing and business development purposes. Use of the Client's name or logo in marketing materials will be subject to the Client's prior written approval.

8. Data protection

• The parties acknowledge that in performing Services they may process personal data. The Advisor will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.
• Where the Advisor processes personal data on behalf of the Client, the parties shall enter into a separate Data Processing Agreement (DPA) or include processing terms within the SoW specifying roles (controller/processor), scope, duration, nature and purpose of processing, categories of data and data subjects, security measures, subprocessors, international transfers, and deletion/return of data on termination.
• Each party shall implement appropriate technical and organisational measures to protect personal data and shall notify the other party without undue delay of any personal data breach affecting the other party's data.

9. Limitation of liability

• The following provisions set out the entire financial liability of the Advisor (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client in respect of: (a) any breach of these Terms; (b) any use made by the Client of the Services, Deliverables or Materials; and (c) any representation, statement or tortious act or omission including negligence.
• Exclusions. Neither party shall be liable to the other for any indirect or consequential loss, including loss of profit, loss of business, loss of revenue, loss of data, or loss of anticipated savings.
• Cap on liability. Subject to the exclusions and the following paragraph, the Advisor's total aggregate liability to the Client shall not exceed the greater of: (a) the total fees paid by the Client under the applicable SoW in the 12 months preceding the event giving rise to the claim; or (b) £50,000.
• Carve‑outs. Nothing in these Terms limits or excludes liability for: (a) death or personal injury resulting from the Advisor's negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot be limited or excluded by applicable law.
• Reasonableness. The parties agree that the limitations and exclusions are fair and reasonable in the context of the services provided. Where any applicable law (including the Unfair Contract Terms Act 1977) prevents the exclusion or limitation of liability, the Advisor's liability shall be limited to the maximum extent permitted by law.

10. Indemnities

• Client indemnity. The Client shall indemnify and keep indemnified the Advisor from and against all losses, damages, liabilities, costs and expenses (including legal fees) arising from: (a) the Client's breach of these Terms; (b) the Client's misuse of Deliverables or Materials; (c) any third‑party claim arising from the Client's modification of Deliverables or use of Deliverables in combination with other materials; or (d) Client‑supplied data that infringes third‑party rights.
• Advisor indemnity. The Advisor shall indemnify the Client against proven third‑party claims that bespoke Deliverables infringe third‑party intellectual property rights, subject to the conditions set out in clause 6.

11. Termination

• Either party may terminate an engagement by providing the notice period set out in the SoW. In the absence of a specified notice period, either party may terminate with 30 days' written notice.
• Immediate termination. Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) commits a material breach which is not remediable or, if remediable, is not remedied within 14 days of written notice; (b) becomes insolvent or subject to bankruptcy or similar proceedings; or (c) ceases to carry on business.
• Consequences of termination. On termination the Client shall pay for all Services performed and Deliverables delivered up to the date of termination and reimburse any reasonable, non‑cancellable commitments. The Advisor shall deliver any completed Deliverables on receipt of payment.

12. Force majeure

Neither party shall be liable for failure or delay in performing obligations caused by events beyond reasonable control (including acts of God, pandemic, government action, strikes, supply chain failures, telecommunications failures). Affected obligations will be suspended for the period of the force majeure event and the time for performance extended accordingly. If the force majeure event continues for more than 60 days either party may terminate the SoW by written notice.

13. Subcontracting and personnel

The Advisor may engage subcontractors to perform parts of the Services provided that the Advisor remains responsible for the performance of its obligations. The Advisor shall ensure subcontractors comply with confidentiality and other relevant obligations.

14. Insurance

The Advisor maintains appropriate professional indemnity insurance. Details of cover are available on request.

15. Publicity and client references

The Advisor may reference the existence of an engagement in marketing materials unless the Client requests otherwise in writing before commencement. Use of the Client's name, logo or a case study requires the Client's prior approval.

16. Entire agreement, variation and severability

• These Terms, together with the SoW, constitute the entire agreement between the parties. Any variation must be in writing and signed by both parties.
• If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

17. Dispute resolution and governing law

• The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms promptly by negotiation between senior representatives.
• If unresolved within 30 days, the parties agree to attempt mediation in England before commencing legal proceedings.
• These Terms are governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

18. Clickwrap for downloads

For downloadable Materials, the Client must accept these Terms prior to download. Acceptance forms a binding agreement.

19. Notices

Any notice given under these Terms shall be in writing and sent to the other party's registered address or email address and shall be deemed received on delivery, if delivered by hand, on the second business day after posting, or on the day of transmission if sent by email during normal business hours.

20. Contact

Questions about these Terms or requests for permissions should be sent to: theo@theodoramonye.com