Terms of Service

Last updated: 14 July 2026 Effective from: 14 July 2026

These Terms govern your use of the Runation website at runation.co.uk and any services you purchase from us. By visiting the site or engaging us for paid work, you agree to them.

If anything's unclear, email info@runation.co.uk before signing anything.

1. Definitions

2. The website

You may use the website to read content, book a Systems Review, contact us, and access freely-available resources.

You may not:

• Access the site or its contents through automated means (scraping, bots) without prior written agreement
• Reverse-engineer or attempt to extract source code from public-facing pages
• Use the site or its content to defame, harass, or impersonate
• Republish substantial portions of our case-study or build-note content without attribution and a link back

Standard exceptions apply for fair use, criticism, review, or research.

3. Systems Review (free)

The Systems Review is offered free of charge. By booking, you accept that:

• The 1-page report is for your business's internal use
• We may store the audit notes and recording for the periods stated in the Privacy Policy
• We make no guarantees about the outcome of any automation we recommend; the report is our considered opinion based on the conversation
• If we identify that no workflow is worth automating, we'll say so in the report

The Systems Review creates no contractual obligation to engage us further.

4. Build Packages

A Build Package is governed by a separate Statement of Work (SOW) signed by both parties before work begins. The SOW sets out:

• Scope (the specific workflow to be built)
• Package and price (Workflow Fix £997, Connected System £2,497, or Operations System £4,997, fixed at SOW signature)
• Timeline and the package-specific post-launch support window
• Deliverables (process map, workflow build, documentation, handover video, metric baseline)
• Payment terms (typically 50% on signing, 50% on completion)
• Subprocessors involved
• DPA terms (where personal data is processed)

Once the SOW is signed:

• We commit to delivering the agreed scope within the agreed timeline
• You commit to providing access (system credentials via secure secret sharing), responding to queries within 2 working days, and paying invoices on terms
• Changes to scope during a Build Package require a written change order. Material changes may move the work to another package, extend the timeline, or change the price; minor refinements typically do not.
• Cancellation before work begins: full refund of deposit minus any work already done
• Cancellation after work begins: pro-rata charge for work completed up to cancellation point

The package-specific post-launch support window covers bug fixes and minor adjustments to the delivered workflow. It does not cover new features, workflow expansion, or scope changes — those are addressed through another Build Package, Ongoing Support, or a Custom Build.

5. Ongoing Support

Ongoing Support is optional and governed by a separate written agreement signed by both parties before work begins.

• Scope and term: monitoring, maintenance, or improvements as stated in the agreement. There is no public default retainer or minimum term.
• Support hours and response targets: stated in the agreement; no service level applies unless written into that agreement.
• Payment: as stated in the agreement and normally invoiced in advance for the agreed support period.

We may suspend Ongoing Support if invoices are more than 14 days overdue, after written notice.

6. Custom Builds

Custom Builds are governed by a project-specific SOW including, at minimum:

• Project scope
• Deliverable list and acceptance criteria
• Timeline with milestones
• Fixed price or capped time-and-materials
• Payment schedule (typically 25% / 50% / 25% across kick-off / midpoint / sign-off)
• IP assignment and ownership (see Section 8)
• Subprocessors and DPA terms

Acceptance: each milestone has clear acceptance criteria. You have 5 working days from milestone delivery to accept or raise issues. Silence beyond 10 working days is deemed acceptance.

7. Fees, payment, and tax

• Currency: all prices in pounds sterling (GBP), exclusive of VAT.
• VAT: charged at the prevailing UK rate where applicable.
• Payment terms: 14 days from invoice date, unless otherwise agreed.
• Late payments: interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (currently Bank of England base rate + 8%). We typically don't apply this for short delays; we will after 30 days overdue.
• Disputes: raise within 7 days of invoice. We'll respond within 5 working days. Disputed portions may be withheld pending resolution; undisputed portions remain payable.

We don't pursue debt collection through aggressive means. If we can't agree, we go to mediation before litigation. See Section 18.

8. Intellectual property

• Work product delivered to you (workflow source, configurations, documentation, custom code, dashboards) is owned by you on full payment, with the limited exceptions below.
• Pre-existing IP — methods, frameworks, internal tooling, and workflow patterns we developed before the engagement and use across multiple clients — remains ours. You receive a perpetual, royalty-free licence to use what we deliver.
• Third-party tools are governed by their own licences. We do not grant rights we do not have.
• Our trademarks and brand (Runation name, logo, case-study and build-note content) remain ours.
• Case-study content we publish about general patterns we've used in client work will be anonymised before publication, unless you explicitly consent to attribution.
• Sample code and examples in our public case notes are licensed under CC BY-SA 4.0 unless otherwise stated.

9. Confidentiality

Each party will keep the other's confidential information confidential. This includes:

• Your business strategy, customer data, internal processes
• Our pricing, methodologies, and source patterns
• The fact and content of any engagement, unless both parties agree to disclose

Confidentiality survives termination of any engagement by 3 years, except where law requires earlier disclosure.

We may reference your name as a client (logo, name on /partners or /work) only with your prior written consent. We may write generalised case studies based on patterns from your work, anonymised, without prior consent — unless your SOW says otherwise.

10. Data protection

Where Runation processes personal data on your behalf (Build Packages, Ongoing Support, or Custom Builds), we do so as a data processor under UK GDPR. The terms governing that processing are set out in our Data Processing Agreement (DPA) — sent as appendix to every SOW.

The Privacy Policy describes how we handle personal data we collect ourselves (visitors, leads, prospects).

If our DPA conflicts with these Terms, the DPA prevails for personal data processing matters.

11. Warranties

We warrant that:

• We will deliver Services with reasonable skill and care, in line with industry standards
• The work product will materially match the SOW
• We have the right to provide the Services and that we won't knowingly infringe third-party IP

We do not warrant:

• That any automation will produce a specific business outcome (no "ROI guaranteed")
• That third-party tools will function without bugs or downtime — those services have their own terms and service levels
• That the work product will be free of all bugs forever — software has bugs; we fix the ones we cause

You warrant that:

• You have the legal right and authority to engage us
• Any data, credentials, or content you provide is yours to provide
• You will not ask us to build something that knowingly violates UK law (e.g. solely-automated decisions on protected characteristics, regulated advice without authorisation)

12. Limitation of liability

Subject to mandatory exclusions:

• Neither party excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
• Neither party is liable for indirect, consequential, or special losses (loss of profit, goodwill, anticipated savings, business opportunity, data — except where data loss results from a breach of our security obligations).
• Our total aggregate liability under any engagement is capped at the fees paid or payable under the relevant SOW for the 12 months preceding the claim, or £25,000, whichever is lower.
• Neither party is liable for the other's failure to fulfil obligations caused by the other party's actions or inactions (e.g. our delay caused by your delay in providing access).

These caps apply even where a remedy fails of its essential purpose.

13. Indemnity

Each party indemnifies the other against:

• Third-party claims arising from breach of confidentiality
• Third-party IP infringement claims arising from materials provided by the other party
• Regulatory fines arising from one party's breach of UK GDPR

Indemnities are subject to: written notice within 30 days of claim, control of defence by the indemnifying party, and reasonable cooperation.

14. Term and termination

Systems Review: terminates on completion or 14 days after delivery of the recommendation, whichever is later.

Build Package: terminates on completion of its published post-launch support window.

Ongoing Support: continues for the term written into its agreement and terminates under the notice provisions in that agreement.

Custom Build: terminates on project sign-off.

Either party may terminate any engagement immediately for:

• Material breach not cured within 14 days of written notice
• Insolvency, bankruptcy, or appointment of an administrator/receiver
• Persistent failure to pay invoices (after 30 days overdue with notice)
• Conduct that brings either party's reputation into serious disrepute

On termination:

• Outstanding fees become payable immediately
• Each party returns or destroys the other's confidential information within 30 days
• Survive termination: confidentiality (3 years), IP ownership, limitation of liability, governing law

15. Force majeure

Neither party is liable for failure or delay caused by circumstances beyond reasonable control: natural disasters, war, civil unrest, government action, internet/utility outages, pandemics. The affected party will notify the other promptly and resume performance as soon as practicable.

If a force majeure continues more than 30 days, either party may terminate.

16. Variation

We may update these Terms by posting a new version with an updated "Last updated" date. Material changes will be notified to clients with active engagements by email at least 30 days before they take effect. Continued use of Services after the effective date constitutes acceptance.

The Terms in force on the date your SOW is signed govern that engagement, unless updated by agreement.

17. Notices

Formal notices (termination, breach, dispute) must be in writing and sent by email to:

• For Runation: info@runation.co.uk (with a CC to Hammad Khalid where personally relevant)
• For you: the email address on the SOW or, if absent, the most recent email used in correspondence

Email notice is deemed received the next working day. Material notices may also be sent by tracked post for backup.

18. Disputes

Both parties agree to attempt resolution in good faith before formal action. The process:

1. Direct conversation — within 7 days of either party raising the issue
2. Written summary of position from each side — within 14 days
3. Mediation through CEDR (Centre for Effective Dispute Resolution) or another agreed UK mediator — within 30 days
4. Only after mediation fails, formal action

Costs of mediation are split equally.

19. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction for any matter that proceeds beyond mediation.

20. General

• No partnership / agency: nothing in these Terms creates a partnership, employment, or agency relationship between the parties.
• No third-party rights: the Contracts (Rights of Third Parties) Act 1999 is excluded.
• Severability: if any clause is found unenforceable, the remainder stays in force.
• Waiver: failure to enforce a right is not a waiver of that right.
• Entire agreement: these Terms together with the SOW and DPA (where applicable) form the entire agreement.

Contact

For any question about these Terms: info@runation.co.uk.