Terms and Conditions

In these terms, the following words have the meanings set out below.

Tekdia

Tekdia refers to the Tekdia business-technology advisory practice that operates the Website and provides the Services, together with the legal entity that contracts for the Services where one is named in a Proposal or Statement of Work.

Client

The organization that engages Tekdia under a Proposal, Statement of Work, order, or other written agreement, or that otherwise uses the Website.

Services

The business-technology advisory and delivery support work that Tekdia provides, as described in these terms and defined in a Proposal or Statement of Work.

Proposal

A written document from Tekdia that sets out the proposed scope, approach, fees, and terms for an engagement.

Statement of Work

A written document, also referred to as an SOW, that defines the agreed scope, Deliverables, timelines, fees, assumptions, and acceptance criteria for a specific engagement.

Deliverables

The reports, recommendations, documents, designs, or other materials that Tekdia agrees to provide under a Proposal or Statement of Work.

Confidential Information

Non-public information disclosed by one party to the other in connection with an engagement, whether or not marked confidential, that a reasonable person would understand to be confidential.

Website

The Tekdia website at tekdia.com, together with its subdomains.

Third-Party Services

Platforms, tools, software, cloud services, AI services, or infrastructure provided by parties other than Tekdia that may be referenced, recommended, or integrated during an engagement.

These terms apply to your use of the Website. They also apply to the Services when they are referenced in a Proposal, Statement of Work, order, or other written agreement between Tekdia and a Client.

Where a Proposal or Statement of Work is signed, it sets the specific commercial and delivery terms for that engagement. These terms provide the general framework that sits behind it. If there is a conflict between these terms and a signed Proposal or Statement of Work, the signed document takes priority for that engagement.

You may use the Website to learn about Tekdia, review our work, and get in touch. You agree to use it lawfully and in a way that does not disrupt it or affect other users.

You agree not to:

• attempt to gain unauthorized access to the Website, its systems, or any connected infrastructure
• interfere with, disrupt, or place unreasonable load on the Website
• scrape, harvest, or systematically extract content except where we have given written permission
• introduce malicious code or attempt to probe, scan, or test the security of the Website without authorization
• use the Website to send unsolicited communications or for any unlawful, misleading, or harmful purpose

Content on the Website is provided for general information. It does not constitute advice for your specific situation and should not be relied on as such. Advice is provided only under an engagement defined in a Proposal or Statement of Work.

Tekdia provides business-technology advisory services. Depending on the engagement, these may include technology direction, delivery advisory, applied AI advisory, platform review, cloud and infrastructure review, workflow and integration advisory, and related services.

The Services are advisory and supporting in nature. Tekdia helps Clients shape decisions and move work forward. Decisions on how to act on that advice, and the operation of the Client's own systems and business, remain with the Client.

The specific scope, timelines, fees, Deliverables, assumptions, and acceptance criteria for an engagement are defined in a written Proposal or Statement of Work. Work outside that scope is agreed separately in writing.

If there is a conflict between these terms and a signed Proposal or Statement of Work, the signed Proposal or Statement of Work takes priority for that engagement.

The quality of an engagement depends on good inputs from the Client. The Client is responsible for:

• providing accurate, complete, and current information relevant to the work
• giving timely access to the people, systems, and materials that the work requires
• providing timely feedback, decisions, and internal approvals
• making sure the right stakeholders are available to keep the work moving
• complying with its own policies, licenses, and legal and regulatory obligations

Where the Client's inputs, decisions, or approvals are delayed, timelines and fees may be affected. We will flag material impacts as early as we reasonably can.

Fees for an engagement are defined in the applicable Proposal or Statement of Work. Unless stated otherwise there, the following applies.

• Invoices are payable according to the payment terms agreed in the Proposal or Statement of Work.
• Taxes, withholding, bank charges, and third-party costs are handled as agreed in writing, which reflects that Tekdia may work across different countries.
• Fees are stated exclusive of applicable taxes unless the Proposal or Statement of Work says otherwise.

Where an engagement spans multiple countries, the parties will agree the currency, tax treatment, and any withholding in writing before the work begins.

Each party will protect the other party's Confidential Information, use it only for the purposes of the engagement, and not disclose it to others except to team members and advisers who need it and are held to confidentiality obligations at least as protective as these.

Confidentiality does not apply to information that:

• is or becomes public through no breach of these terms
• was already known to the receiving party without a duty of confidentiality
• is independently developed without use of the other party's Confidential Information
• is lawfully received from another source that is free to disclose it
• is required to be disclosed by law, regulation, or a competent authority, in which case the receiving party will, where lawful, give reasonable notice

Tekdia retains ownership of its pre-existing methods, know-how, templates, frameworks, tools, and materials, including anything developed independently of an engagement.

The Client retains ownership of its own data, systems, documents, and business information.

Ownership of, or usage rights in, the Deliverables are defined in the applicable Proposal or Statement of Work. Where a Deliverable incorporates Tekdia's pre-existing materials, Tekdia grants the rights needed for the Client to use the Deliverable for its intended purpose, as set out in that document.

Tekdia may continue to use the general knowledge, methods, and experience it develops through its work, provided it does not disclose the Client's Confidential Information.

Tekdia handles personal data in line with applicable privacy and data protection laws and with its Privacy Policy. The Privacy Policy explains how the Website collects and uses personal data.

Where an engagement involves Tekdia processing personal data on behalf of the Client, or requires more detailed data protection commitments, the parties may put a separate data processing agreement in place to define roles, responsibilities, and safeguards.

Some engagements involve applied AI work, including recommendations, prototypes, analyses, and other AI-assisted outputs. The following applies to that work.

• AI recommendations, prototypes, analyses, and outputs require human review before they are relied on or put into use.
• The Client remains responsible for decisions it makes using AI-assisted outputs.
• Where relevant, Tekdia will advise on responsible use, governance, data quality, privacy, and operational fit.
• Tekdia does not guarantee that AI outputs will be error-free, complete, or suitable for a given purpose without validation by the Client.

Our role is to help the Client use these tools with sound judgment and appropriate controls. It is not to remove the need for review, oversight, or accountability on the Client's side.

Tekdia may advise on, recommend, or integrate with Third-Party Services, including cloud platforms, AI tools, CRMs, software vendors, and infrastructure providers.

Third-Party Services are provided by their own suppliers and remain subject to those suppliers' terms, pricing, and policies. The Client is responsible for its own agreements with, and use of, Third-Party Services. Tekdia is not responsible for the availability, performance, or terms of services it does not control.

Tekdia works to provide professional advisory and delivery support, and to apply reasonable skill and care to the Services. Outcomes also depend on factors outside our control, including the Client's decisions, resources, data, and market conditions.

Tekdia does not guarantee any specific commercial, financial, regulatory, technical, or operational outcome, unless a particular outcome is expressly agreed in writing.

To the maximum extent permitted by applicable law, and except for liability that cannot be limited or excluded by law, Tekdia's total liability arising out of or in connection with an engagement is limited to the fees paid by the Client for the relevant Services during the twelve months before the event giving rise to the claim.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, data, or business, arising out of or in connection with an engagement, to the extent that liability can be limited by law.

Nothing in these terms limits or excludes liability where it would be unlawful to do so. A signed Proposal or Statement of Work may set out liability terms that apply in place of this clause for that engagement.

Either party may terminate an engagement in line with the terms set out in the applicable Proposal or Statement of Work.

Tekdia may suspend work where:

• invoices remain unpaid beyond the agreed payment terms
• the Client does not provide the cooperation, access, or decisions the work reasonably requires
• continuing the work would create a legal, regulatory, or reputational risk
• the Website or the Services are being misused

On termination, the Client remains responsible for fees due for work carried out up to the effective date of termination. Clauses that are intended to continue, including confidentiality and intellectual property, survive termination.

Each party will comply with the laws and regulations that apply to it in connection with an engagement. This includes, where relevant, anti-bribery and anti-corruption laws, sanctions and export controls, data protection laws, and applicable professional obligations.

Neither party will ask the other to act in a way that would breach these obligations.

Tekdia will not publicly identify a Client, or publish a case study or other reference about an engagement, without the Client's prior permission. Where a Client agrees, the parties will confirm what may be shared and how.

Tekdia may update these website terms from time to time. The latest version published on the Website applies to your use of the Website. We will update the date shown at the top of this page when we make changes.

Signed Proposals, Statements of Work, and other written agreements remain governed by their own terms and are not changed by an update to this page.

These terms, and any dispute arising out of or in connection with them, are governed by the laws that apply at Tekdia's principal place of business. The competent courts at that location have jurisdiction, unless the parties agree otherwise in writing.

Where an engagement is defined in a Proposal or Statement of Work, the governing law and jurisdiction set out in that document apply to the engagement.

For questions about these terms, contact us at [email protected].