These Standard Terms and Conditions of Business (“Terms and Conditions”) dated 21st day of July 2026 sets forth the provisions under which Iron Out Ltd (Company Number: 17312544) whose registered office is at 7 Bell Yard, London, WC2A 2JR ("IRON OUT") renders consulting services to, in each case, the natural person, entity, firm, or company specified in each statement of work ("the Client").

1. Structure of Agreement & Acceptance 

1.1. These Terms and Conditions apply to all Services provided by IRON OUT to the Client, and are therefore incorporated into each statement of work by reference.
1.2. These Terms and Conditions together with the Client’s written acceptance, in each case, a statement of work, constitutes a legally binding Agreement between the Parties. 
1.3. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

2. Services, Warranty & Modifications

2.1. IRON OUT shall perform the Services as defined and mutually agreed in each Scope of Work, Quote, or subsequent written instructions (in each case “Services”). 
2.2 IRON OUT will provide Services in a professional and workmanlike manner, consistent with prevailing industry standards. It is understood and agreed that IRON OUT’s Services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the sole responsibility of, and made solely by the Client.
2.3 The scope of Services may be subject to change or modification. Any significant changes must be agreed upon in writing by both parties, and notice of any adjustments to timelines or pricing will be provided to the Client in advance.
2.4. Except as expressly set forth in these Terms and Conditions, IRON OUT MAKES NO WARRANTIES, REPRESENTATIONS, OR COVENANTS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. Fees & Payment Terms

3.1. The Client shall pay for all fees set out in the relevant invoice to a statement of work. 
3.2. All invoices are subject to a strict 30-day payment term from the date of the invoice, unless alternative milestones are explicitly stated in the statement of work. In addition, Client shall reimburse IRON OUT for all reasonable and necessary direct costs incurred in performance of the Services.
3.3. Late Payments: If the Client fails to make payment within 30 days, IRON OUT reserves the statutory right to charge interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8% above the Bank of England base rate, calculated daily from the due date until payment is cleared. 
3.4. Failure to pay within the specified timeframe may result in the immediate suspension of agreed services and project delays, for which IRON OUT holds no liability.
3.5 Upon termination of any Services, the Client shall pay IRON OUT for all service fees, expenses, direct costs and any non-cancellable expenses provided or incurred through the effective date of termination.

4. Term, Termination & Retainers

4.1. These Terms and Conditions continue indefinitely until terminated in accordance with these clauses. 

4.2. Notice Periods:

For project-based work, either party may terminate this Agreement by giving 14 days' written notice.
For rolling or retained consultancy services, either party must provide a minimum of 30 days' written notice to cancel. 
4.3. Either party may terminate this Agreement immediately by written notice if the other party commits a material breach. 
4.4. Either party may also terminate immediately if the other party becomes insolvent (enters administration, liquidation, or bankruptcy). For the avoidance of doubt, termination due to Client insolvency does not waive or prejudice IRON OUT’s legal right to recover any outstanding invoices, fees, or losses owed. 
4.5. Mutual termination may be agreed upon at any time for active project work, subject to clause 3.5

 

5. Intellectual Property (IP)

5.1. Upon receipt of cleared, full payment of all relevant invoices, any unique final deliverables developed exclusively for the Client under this Agreement will become the property of the Client. 
5.2. Background IP: This explicitly excludes any pre-existing methodologies, proprietary toolkits, background frameworks, or general advisory materials used by IRON OUT to support the development or explain the client work; all such materials remain the sole property of IRON OUT. The Client is not granted any license to use such background IP unless explicitly agreed and granted by IRON OUT in writing.

6. Autonomy & Right of Substitution

6.1. IRON OUT retains full control over the working methods, hours, and decision-making in relation to delivering the services. 
6.2. IRON OUT is responsible for providing all equipment, materials, and insurance necessary for service delivery, unless explicitly stated otherwise in the Scope of Works. 
6.3. Substitution: To maintain its independent business status, IRON OUT reserves the right to assign, delegate, or sub-contract the performance of the services to a suitably qualified employee, sub-contractor, or substitute, provided they possess equivalent skills. IRON OUT remains responsible for the payments and standards of any such substitute.

7. Confidentiality & Non-Disclosure Agreements (NDAs)

7.1. Client and IRON OUT shall each maintain all Confidential Information of the other party in confidence and shall take all necessary precautions to (i) protect Confidential Information, including, without limitation, all precautions each party normally employs with respect to its confidential materials; (ii) not divulge Confidential Information or any information derived there from; and (iii) not use Confidential Information for any purpose except in connection with the Services provided hereunder. As used herein, Confidential Information means information disclosed in connection with any statement of work and these Terms and Conditions collectively the Agreement that relates to the business, pricing, operations, products, or plans of the disclosing party or its clients and is not known to the general public and includes, but is not limited to, information that relates to research, development, trade secrets, proprietary products, or business affairs but does not include information which (i) is at the time of its disclosure publicly known; (ii) was already known by the receiving party at the time of disclosure; or (iii) is lawfully received from a third party not bound under any duty of confidentiality; or (iv) is required by law to be released provided, the disclosing party is given prompt written notice; or (v) is independently developed by the receiving party without use of the Confidential Information.
7.2. These confidentiality obligations will survive the termination or expiration of any Agreement subject to these Terms of Conditions indefinitely. 
7.3. Separate NDAs: Where a separate, standalone Non-Disclosure Agreement (NDA) has been or is executed between the parties, the terms of that specific NDA will take precedence over this clause regarding the handling of confidential material.

8. No Exclusivity

8.1. These Terms and Conditions are strictly non-exclusive. The parties are free to engage with, contract with, or provide services to third parties. 
8.2. IRON OUT will manage its clients independently to avoid providing directly conflicting services that present a clear, unmanageable conflict of interest.

9. Insurance & Limitation of Liability

9.1. IRON OUT will maintain appropriate Professional Indemnity insurance and Public Liability insurance. Certificates of insurance can be provided upon the Client's reasonable request. 
9.2. Limitation of Liability: To the maximum extent permitted by applicable law, IRON OUT’s total aggregate liability to the Client for any claims, losses, damages, or legal expenses arising out of or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) shall be strictly capped at the total amount of fees paid by the Client to IRON OUT under the specific piece of work giving rise to the claim. 
9.3. Neither party shall be liable to the other for any indirect, consequential, or economic loss, or any loss of profits, revenue, or business opportunity even if IRON OUT has been advised of the possibility of such damages or losses.

10. General Provisions

10.1. These Terms and Conditions will enure to the benefit of and be binding on the Parties and their respective permitted successors and assigns. 
10.2. These Terms and Conditions shall be governed by, and construed in accordance with, the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the English courts. 
10.3. If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable, with the invalid parts severed. 
10.4. The waiver by either Party of a breach or default will not be construed as a waiver of any subsequent breach. 
10.5. All formal notices under these Terms and Conditions or any statement of work thereto must be sent in writing to hello@ironout.co.uk and will only be deemed delivered once acknowledged in writing by a direct reply from IRON OUT.