These Terms and Conditions of Service (‘Terms’) govern the provision of services by Ariadne Knowledge Works Ltd (‘Ariadne’, ‘we’, ‘us’, ‘our’) to you (‘Client’, ‘you’, ‘your’).
By instructing us to carry out any work — whether by accepting these Terms during our onboarding flow, accepting a quote or Service Order, confirming by email, or otherwise asking us to proceed — you agree to be bound by them. You do not need to sign a separate document for these Terms to apply. Where these Terms conflict with a separate written agreement signed by both parties, the signed agreement takes priority.
These Terms are published at ariadneworks.com/legal/terms. The version in force at the time you engage us for a piece of work is the version that applies to that work.
Ariadne provides knowledge infrastructure and software services, including:
The specific services provided to you will be confirmed in a Service Order, quote, proposal, invoice, or written communication referencing these Terms (an ‘Order’).
This clause is central to how we work together, and we ask that you read it carefully.
2.1 Many of our deliverables — including but not limited to configurators, product selectors, calculators, data tools, decision guides, and similar software — are designed to assist your decision-making process. They are indicative tools, not a substitute for professional or technical judgement, and are not a guarantee of correctness, completeness, or fitness for any particular purpose.
2.2 You are responsible for ensuring that any output, result, recommendation, specification, or part number generated by a tool we build or host for you is reviewed and checked by a suitably qualified person within your organisation — typically the relevant subject matter expert — before it is relied upon, published, quoted to a third party, used in manufacturing or ordering, or applied to any other operational decision.
2.3 We do not warrant that any tool, deliverable, or output will be free from error, and we do not accept responsibility for decisions made or actions taken in reliance on unverified output. Where you have not carried out this verification, or where a decision is made without appropriate internal sign-off, responsibility for the consequences of that decision rests with you, not with us.
2.4 Nothing in this clause 2 excludes or limits our liability for our own negligence in the design or build of a tool where that negligence is the direct cause of loss, to the extent such liability cannot lawfully be excluded. This clause instead makes clear the respective roles we each play: we build and maintain the tool with reasonable care and skill; you verify and take responsibility for how its output is used.
Where Ariadne migrates Assets from a previous hosting provider or system, you confirm:
Hosting fees are charged monthly in advance based on the tier applicable to each Asset:
| Asset Tier | Monthly Fee (ex. VAT) | Examples |
|---|---|---|
| Standard | £10 per Asset | General reference content, informational tools |
| Operational | £40–£150 per Asset | Process tools, decision guides, onboarding content |
| Business-Critical | £150–£500+ per Asset | Infrastructure-level tools, compliance-critical assets |
The tier for each Asset will be confirmed in your onboarding documentation. Fees are subject to VAT at the applicable rate.
Build, migration, consultancy, or deployment services are charged at a fixed fee agreed in advance, invoiced on completion unless otherwise agreed.
Invoices are due within 14 days of issue. Hosting fees are due in advance on the first day of each billing month. Ariadne reserves the right to charge statutory interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend hosting or other ongoing services where invoices remain unpaid beyond 28 days, having given reasonable notice.
Ariadne will:
Unless separately agreed in writing, Ariadne will not:
You are responsible for:
8.1 All intellectual property rights in your Assets remain with you or your licensors. Ariadne does not acquire ownership rights by hosting them. You grant Ariadne a limited, non-exclusive licence to host and process your Assets solely for the purpose of providing the Services.
8.2 Ariadne retains ownership of its platform, and of any underlying frameworks, tools, libraries, methodologies, or reusable components developed prior to or independently of your engagement (‘Ariadne Background IP’).
8.3 On full payment, you will own the specific deliverable created for you under an Order, excluding Ariadne Background IP, which is licensed to you on a perpetual, non-exclusive basis for the purpose for which the deliverable was created.
8.4 Nothing in these Terms prevents Ariadne from using the general knowledge, skills, and experience gained in the course of providing the Services.
Each party agrees to keep confidential any non-public information disclosed by the other in connection with the Services, and to use it only for the purpose of carrying out the Services. This obligation continues for 3 years after the information is disclosed, and does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully held, is received from a third party without restriction, or is independently developed. Where a client requires a separate non-disclosure agreement, that agreement takes priority over this clause to the extent of any conflict.
Each party shall comply with the UK GDPR and Data Protection Act 2018. Where Ariadne processes personal data on your behalf, the parties shall enter into a separate Data Processing Agreement before processing commences. Ariadne will not process personal data in your Assets beyond what is necessary to provide the Services.
11.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
11.2 Subject to clause 11.1, Ariadne’s total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to Ariadne in the 12 months preceding the event giving rise to the claim.
11.3 Subject to clause 11.1, Ariadne shall not be liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss or corruption of data, or any indirect or consequential loss.
11.4 Clause 2 (Nature of Deliverables) applies in addition to this clause 11.
12.1 These Terms commence on acceptance and continue until terminated by either party on 30 days’ written notice. Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or ceases to trade.
12.2 On termination, Ariadne will provide a copy of your Assets within 14 days, after which Ariadne may delete them. Outstanding fees remain payable.
Ariadne may update these Terms from time to time with 30 days’ written notice before any material change takes effect. Continued use of our services after that date constitutes acceptance. If you do not accept the changes, you may terminate under clause 12.
14.1 These Terms are governed by the laws of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.
14.2 If any provision of these Terms is found to be unenforceable, the remainder shall continue to apply.
14.3 Neither party may assign these Terms without the other’s prior written consent, such consent not to be unreasonably withheld.
14.4 No third party has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
If anything here is unclear, or you need these Terms in another format, email info@ariadneworks.com.