What these terms cover
These terms apply to any paid engagement with Hypernova Transform, a trading name of Adrian James Reeves. They sit alongside, and are confirmed by, the specific proposal or scope document agreed for your engagement - if the two ever conflict on a point, the signed proposal takes precedence for that engagement.
Fixed scope by default
Engagements are scoped up front with a defined deliverable and timeframe, so you're never committing to open-ended spend. If something during the work suggests a genuinely different piece of work is needed, I'll say so and agree a separate scope and fee for it - I won't expand an engagement's cost without agreeing that with you first.
Changes to these terms
I may update these terms from time to time. Any engagement already underway is governed by the version of these terms in place when it was agreed, not a later update.
Payment terms
Invoices are payable within 14 days of the invoice date, by bank transfer, unless a different schedule (for example, staged payments across a longer engagement) is agreed in writing as part of your proposal.
If a payment is late
My first step is always to get in touch directly and sort it out - most payment delays are administrative, not a dispute, and a conversation resolves them. If a payment remains unpaid after I've made reasonable attempts to resolve it directly, I reserve the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. I would only take this step if direct contact hadn't worked, not as a first response to a late invoice.
Where this sits alongside my insurance. The statutory interest right above is a separate matter from my professional indemnity insurance (see Liability), which covers a different kind of issue entirely - a claim that my work caused you a loss, not a dispute over an unpaid invoice.
Who owns what
Once an engagement is paid for in full, you own the deliverables produced specifically for you under that engagement - reports, roadmaps, dashboards, findings, and any other material created as part of the agreed scope.
What stays mine
The underlying frameworks, methodology, templates and general know-how I use to produce that work - the way I approach a diagnostic, the structure of my analysis, tools I've built and refined across engagements - remain my own intellectual property. You're free to use what was built for you; I'm free to keep using and improving the approach that built it, including with other clients.
Your own data and materials
Anything you provide me with - your data, documents, access, or existing materials - remains yours throughout and after the engagement. I don't claim any ownership over it, and it's handled according to the Data & Privacy Policy.
Liability & insurance
I take care to make sure my findings, recommendations and delivered work are accurate and fit for purpose, and I stand behind everything I deliver. Even so, it's normal and reasonable for a contract like this to define what happens if something goes wrong - so here's how that works.
My direct liability to you
My liability to you under an engagement, for any claim arising from that engagement, is capped at the total fees paid to me for that engagement. This is a standard limitation for a sole-practitioner consultancy, and reflects the scale of the engagement itself.
What sits behind that
Separately, I carry professional indemnity insurance with AXA Business Insurance, covering breach of professional duty and associated claims costs, with a limit of indemnity of £250,000. This is insurance cover that protects both of us in the event of a genuine, substantiated claim - it isn't a second, higher contractual promise on top of the fees-paid cap above, but it means a legitimate claim isn't limited by what I could personally afford to pay.
What isn't covered
I'm not liable for losses arising from decisions made independently of my recommendations, from information you provided that turns out to be inaccurate or incomplete, or from changes to your business, market or systems after an engagement has concluded. Nothing in these terms limits liability for death, personal injury, or fraud, where the law doesn't allow it to be limited.
If an engagement needs to end early
Either of us can end an engagement early by giving reasonable written notice - in practice, a conversation first, followed by confirmation in writing. If that happens, you pay for the work genuinely completed up to that point; I don't charge for work not yet done, and I return or provide access to any work in progress that you've paid for.
Confidentiality
Anything confidential shared during an engagement stays confidential, during the work and after it ends. This applies equally in both directions.
General
All content on this site is the property of Hypernova Transform unless otherwise stated.