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Terms and Conditions — Build & Implementation Services

Additional to the General Terms · Argelis Consultancy · v1.0 — August 2026

These Terms and Conditions Build & Implementation Services (“Build Terms”) supplement the General Terms and Conditions of Consultancy Services (“General Terms”) issued by Argelis Consultancy. They apply only where a Service Agreement expressly incorporates them and provides for build, configuration, development, automation or other implementation work (“Build Services”).

Capitalised terms not defined here have the meaning given in the General Terms. These Build Terms are governed by the same law, and follow the same UK-client additional-terms approach, as the General Terms.

B1

Definitions

(a) “Deliverable”, in these Build Terms, means a functional output the Consultant builds or configures under a Service Agreement — for example an automation, app, flow, table, portal or integration.

(b) “Agreed Specification” means, for each Deliverable, the requirements and acceptance criteria recorded in the documents the Client has accepted in writing and identified in the Service Agreement. Where those documents conflict, the version accepted most recently prevails. Anything not recorded in the Agreed Specification is not warranted.

(c) “Acceptance” has the meaning in clause B5.

(d) “Warranty Period” has the meaning in clause B4, as varied by the Service Agreement.

(e) “Defect” has the meaning in clause B6.

(f) “Hypercare” means the ten business days immediately after a phase go-live, unless the Service Agreement states a different window.

B2

What is Warranted

The Consultant performs the Build Services with the skill and care reasonably expected of a competent practitioner in the relevant technology. The Consultant warrants that, during the Warranty Period, each Deliverable will perform in all material respects in conformity with the Agreed Specification for that Deliverable.

B3

Obligation of Means, Not of Result

The Build Services are an obligation of means (inspanningsverbintenis) and not an obligation of result. The Consultant does not warrant that the Deliverables will be free of all error or available without interruption, nor that any particular reduction in staff time or processing cost will be achieved. Any hour-saving, cost-saving or return-on-investment figures in the project documentation are planning estimates and are not warranted.

B4

Warranty Period and Hypercare

For each Deliverable the Warranty Period is 60 calendar days from Acceptance of the phase in which it is delivered, unless the Service Agreement states a different period. During Hypercare the Consultant responds to reported Defects on the same or the next business day. Correcting a Defect does not extend the Warranty Period; a corrected component carries the unexpired remainder of the original period.

B5

Acceptance

A phase is accepted when the Client confirms acceptance in writing, or when ten business days have passed after the Consultant submits the phase for acceptance without the Client raising a specific written objection. Putting a Deliverable into live operational use also constitutes acceptance of it.

B6

What Counts as a Defect

A “Defect” is a reproducible failure of a Deliverable to perform, in a material respect, in conformity with the Agreed Specification, reported by the Client in writing within the Warranty Period with enough detail for the Consultant to reproduce it. A change of requirement, an additional field, a new automation, a different layout, or any matter listed in clause B8 is not a Defect.

B7

Correction, and the Only Remedy

On receiving a valid report of a Defect, the Consultant will investigate and, within a reasonable time and at no charge, either correct the Defect or supply a documented workaround of substantially equivalent effect. If the Consultant can do neither after reasonable attempts, the Consultant will credit the part of the Fee attributable to the non-conforming component. These remedies are the Client’s sole and exclusive remedies for a Defect, and the Consultant has no further liability of any kind arising from it.

B8

What the Warranty Does Not Cover

The warranty does not apply to, and the Consultant is not responsible for:

Third-party platforms and services identified in the Service Agreement, together with any change, deprecation, outage, throttling, price change, licensing change, or change to an API or connector made by any of their providers.
Any work carried out by the Client or a third party (for example a website designer), where the Consultant’s role is limited to providing the specification and testing. The Consultant warrants the specification and the test report only.
Insufficient, expired or unassigned third-party licences and entitlements, exhausted usage credits, and lapsed, locked or expired service-account credentials.
Changes made by the Client or any third party, after Acceptance, to a flow, app, table, column, security role, security profile, tenant setting, conditional-access policy or data-loss-prevention policy.
Configuration values the Client is entitled to change. The Consultant warrants that the mechanism works, not the values the Client chooses.
The accuracy, quality or completeness of data entered by users, and historical data not migrated under the Service Agreement.
Use of a Deliverable for a purpose other than the one described in the Agreed Specification, or operation of it otherwise than in line with the operational runbooks identified in the Service Agreement.
Anything excluded from scope or deferred to a later phase.
Any failure first reported to the Consultant after the Warranty Period has expired.

B9

AI-Assisted Detection and Classification

Where a Deliverable relies on AI-assisted detection, classification or extraction (for example anonymisation or scoring), detection is probabilistic. The Consultant warrants that the relevant flow operates as specified — it submits the input for detection, applies the configured confidence threshold, applies the agreed transformation, and routes low-confidence items to a review queue. The Consultant does not warrant that every relevant item will be detected or acted upon. Any human review step and field-level security are controls operated by the Client. The Client remains the data controller for personal data processed and remains responsible for its Data Protection Impact Assessment, its lawful basis for processing, and its disclosure decisions. Nothing in these Build Terms is a warranty, guarantee or indemnity in respect of data protection compliance or any personal data breach.

B10

Conditions

The warranty applies only while the Client has paid all invoices then due, maintains the licences, entitlements and credentials the solution needs, has accepted the operational runbooks identified in the Service Agreement, gives the Consultant reasonable access to the relevant environments and to someone who can reproduce the reported issue, and has not altered the Deliverables other than as clause B8 permits.

B11

Limitation of Liability for Build Services

These limits apply to Build Services in place of clause 7.2 of the General Terms; clauses 7.1, 7.3, 7.4 and 7.5 of the General Terms continue to apply. The Consultant’s total aggregate liability for Defects in any one phase does not exceed the Fees paid for that phase, and the Consultant’s total aggregate liability for Build Services under a Service Agreement does not exceed the total Fees paid by the Client under it. The Consultant is not liable for indirect or consequential loss (gevolgschade), loss of profit or income, loss of goodwill or reputation, wasted management time, regulatory fines or penalties, or loss or corruption of data beyond the cost of restoring it from the Client’s own backups. Nothing excludes or limits liability for fraud, for intent or wilful recklessness (opzet of bewuste roekeloosheid), for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded.

B12

No Other Warranties

To the fullest extent the law permits, these Build Terms state the only warranties the Consultant gives for Build Services and replace all other warranties, conditions and terms implied by statute, common law or otherwise, including any implied term as to satisfactory quality or fitness for a particular purpose. Clause B2 is unaffected.

B13

After the Warranty Period

Once the Warranty Period for a Deliverable has expired, the Consultant corrects faults in it on a time-and-materials basis at the Consultant’s rate then in force, or under a separate support agreement if the parties enter into one.

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