Owner-approved version 1, approved 2026-10-01. Customer acceptance and live sales remain disabled until the controlled release checks pass.
1. Separate order
A submitted idea or discovery request is not an order. A custom project begins only when KXRA and the client accept a written order that identifies scope, deliverables, assumptions, dependencies, price, tax, milestones, acceptance criteria and named decision-makers.
2. Discovery and estimates
Discovery findings, feasibility views, timelines and estimates are based on the evidence available at the time. Unknowns and third-party dependencies may change the recommended scope. KXRA will not represent a hypothesis or estimate as a guaranteed result.
3. Client responsibilities
The client must provide timely, accurate information, access, decisions, materials and suitably authorised contacts. The client is responsible for rights in supplied material and for obtaining professional or regulatory advice required for its business.
Delay caused by missing client input may move dates and create additional cost through an agreed change.
4. Fees and payment
The order states the fees, deposit, milestone payments, expenses and tax treatment. Unless the order says otherwise, invoices are due within 14 days. KXRA may pause work on overdue amounts after reasonable notice.
5. Changes
Either party may propose a change. No material change to scope, price, timing, data use or acceptance criteria is effective until both parties accept a written change record. KXRA may stop affected work while a change is unresolved.
6. Delivery and acceptance
KXRA will provide milestone evidence against the accepted criteria. The client must accept the milestone or provide specific reasons for rejection within ten business days. KXRA will correct a verified non-conformity within the agreed scope.
A milestone is treated as accepted when the client confirms acceptance, uses it in production, or does not provide a specific rejection within the review period after a reminder.
7. Intellectual property
Each party retains its pre-existing materials, methods, software, data and know-how. Unless the order states otherwise, after full payment the client receives a perpetual, non-exclusive licence to use bespoke deliverables for its business.
Reusable KXRA platform components, templates, libraries, workflows and general know-how remain KXRA property. Third-party materials remain subject to their own licences.
8. Data and security
The parties will identify personal, confidential, regulated or security-sensitive data before transfer. The Data Processing Terms apply where KXRA acts as processor. KXRA may refuse data that falls outside the agreed controls.
9. External services
Third-party services, licences and provider charges are included only where the order says so. The client remains responsible for its own accounts and provider terms unless KXRA expressly agrees to manage them. Provider outages and policy changes may require a change to the project.
10. Regulated and consequential work
KXRA does not execute trading, publish content, contact third parties, make regulated decisions, deploy to production or incur spend unless the order and a separate approval boundary expressly authorise the action. Qualified human approval remains required for legal, medical, financial, employment and safety-critical decisions.
11. Termination
Either party may terminate for an unremedied material breach after 14 days' written notice, or immediately for insolvency or serious unlawful or security-threatening conduct. The client may end for convenience on written notice and must pay for completed work, committed non-cancellable cost and reasonable wind-down work.
KXRA will provide paid-for completed deliverables and a reasonable export of agreed client data, subject to security, law and unpaid amounts.
12. Liability and law
The liability exclusions and cap in the Business Subscription Terms apply to the project unless the order states a different negotiated cap. Nothing excludes liability that cannot lawfully be excluded.
The order and these terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Related documents: customer document index.