(also known as the Waivern Regulatory Advisory Service)
Version 1.0 - Issued 13 August 2025
By subscribing to our services, you ("Client") agree to these Terms of Service. These terms automatically apply the appropriate provisions based on the type of specialists you engage through our platform.
In this Agreement, unless the context otherwise requires:
“Adequate Jurisdiction” means a country or territory for which the European Commission has adopted an adequacy decision under Article 45 of the EU GDPR or for which the UK has made an adequacy regulation under the UK GDPR;
“Affiliate” means in relation to any person, any entity that directly or indirectly controls, is controlled by, or is under common control with, such person;
“Applicable Consumer Laws” means consumer protection laws and regulations applicable in the Client’s Jurisdiction, including but not limited to EU consumer protection directives, UK consumer rights legislation, US state consumer protection laws, and equivalent consumer protection frameworks in other jurisdictions;
“Applicable Data Protection Laws” means all data protection and privacy laws applicable to the processing of Personal Data in connection with the Services, including but not limited to:
(a) the EU General Data Protection Regulation (EU) 2016/679 and implementing national legislation;
(b) the UK General Data Protection Regulation and Data Protection Act 2018;
(c) US state privacy laws (including California Consumer Privacy Act, Virginia Consumer Data Protection Act, and similar legislation);
(d) Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial privacy legislation;
(e) Australian Privacy Act 1988;
(f) other applicable data protection and privacy laws in the Client’s Jurisdiction;
“Billing Cycle” means the calendar month period for which Subscription Services are purchased and consumed
“Business Day” means a day other than a Saturday, Sunday or public holiday in England and Wales and [CLIENT’S EU MEMBER STATE];
“Client’s Jurisdiction” means the country, state, territory, or jurisdiction where the Client is located, incorporated, or primarily conducts business;
“Confidential Information” means all confidential, proprietary or non-public information disclosed by one party to the other, including but not limited to: (a) the Client’s business operations, systems, processes, and strategic plans; (b) technical information, data, and methodologies; (c) financial information and commercial arrangements; (d) personal data and special category data as defined under Data Protection Laws; and (e) any other information marked as confidential or which would reasonably be considered confidential;
“Consultant” means any independent consultant engaged by the Company to provide Services under this Agreement;
“Consultant Pool” means the available independent consultants engaged by the Company from whom the Client may select to provide Services within their Subscription allocation
“Consumer” means a natural person who is acting for purposes which are outside their trade, business, craft or profession;
“Cross-Border Services” means services provided by the Company (located in the UK) to the Client across international borders;
“Cross-Border Transfer Mechanisms” means legally recognized mechanisms for international data transfers, including but not limited to adequacy decisions, Standard Contractual Clauses, Binding Corporate Rules, certification schemes, codes of conduct, and other transfer mechanisms recognized in the applicable jurisdiction;
“Data Protection Laws” means (a) the EU General Data Protection Regulation (EU) 2016/679 and implementing national legislation in the Client’s Jurisdiction; (b) the UK General Data Protection Regulation and Data Protection Act 2018; (c) any other applicable data protection and privacy laws; and (d) the EU-UK Trade and Cooperation Agreement data protection provisions;
“Deliverables” means all work product, reports, assessments, recommendations, documentation, and other materials created or developed by the Company or its Consultants for the Client in connection with the Services;
“EU Consumer Rights” means consumer protection rights applicable to Consumer clients under EU law and national implementation in the Client’s Jurisdiction;
“EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
“Intellectual Property Rights” means all intellectual property rights worldwide including patents, trade marks, service marks, trade names, domain names, copyrights, database rights, design rights, moral rights, know-how, trade secrets and all other similar proprietary rights, in each case whether registered or unregistered and including applications for registration and the right to apply for registration;
“Legal Advice” means advice, opinions, or recommendations concerning the application, interpretation, or compliance requirements of laws and regulations relating to technology, data protection, privacy, artificial intelligence, cybersecurity, digital services, and related regulatory matters, including analysis of legal obligations, risk assessments, and compliance strategies; provided that Legal Advice expressly excludes Reserved Legal Activities as defined in the Legal Services Act 2007, including but not limited to: (i) the exercise of rights of audience before courts; (ii) the conduct of litigation; (iii) reserved instrument activities including conveyancing and property transfers; (iv) probate activities; (v) notarial activities; and (vi) the administration of oaths, all of which can only be provided by appropriately regulated legal professionals under applicable law.”
Local Consumer Rights” means consumer protection rights applicable to Consumer clients under laws of the Client’s Jurisdiction;
“Local Laws” means all applicable laws, regulations, and legal requirements of the Client’s Jurisdiction, including consumer protection law, contract law, professional services regulations, and data protection requirements;
“Notification Period” means the ninety (90) Business Day period for notifying defects as specified in Section 7.5
“Online Subscription Management Portal” means the Company’s web-based platform through which Clients may purchase, modify, and manage their Subscription Services;
“Personal Data” has the meaning given to it in applicable Data Protection Laws;
“Professional Standards” means the standards, codes of conduct, and professional requirements applicable to technology regulation advisory services, including those established by relevant professional bodies, regulatory authorities, and industry best practices in both the UK and the Client’s Jurisdiction;
“Qualified Legal Counsel” means legal professionals who are:
“Recognized Dispute Resolution Body” means established alternative dispute resolution institutions appropriate for the Client’s Jurisdiction, including CEDR (UK), European mediation institutions (EU), American Arbitration Association (US), or equivalent bodies in other jurisdictions;
“Regulatory Advisory Services” means advisory, consultancy, and guidance services relating to technology regulation compliance, best practices, risk assessment, and implementation support that constitute Legal Advice, but do not include not Restricted Legal Activities;
“Reserved Legal Activities” means legal activities that are specifically reserved to regulated legal practitioners (such as court representation, certain transactional work, or other activities requiring bar admission) under the laws of the relevant jurisdiction;
“Services” means the Regulatory Advisory Services to be provided by the Company as more particularly described in Schedule 1 and as may be varied from time to time in accordance with this Agreement;
**“Software Services”**means any software components, frameworks and support services as defined in and governed by the Waivern Compliance Framework Agreement;
“Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for the transfer of personal data to third countries approved by the European Commission under Article 46(2)(c) of the EU GDPR;
“Starter Tier” means the complimentary access level to the Waivern Compliance Framework provided to Clients with active Regulatory Advisory Service arrangements, as defined in the Waivern Compliance Framework Agreement;
“Statement of Work” or “SOW” means a written document executed by both parties that details the specific Services to be performed, deliverables, timelines, and commercial terms for a particular engagement;
“Subscription Hours” means the number of advisory hours purchased by the Client under a Subscription Service for a specific Billing Cycle;
“Subscription Service” means the monthly subscription-based service delivery model under which the Client purchases blocks of advisory hours and may access Services from the Consultant Pool within the purchased allocation;
“Subscription Tiers” means the available monthly subscription levels: 4 hours, 14 hours, 24 hours, or 34 hours per Billing Cycle;
“Technology Regulations” means all applicable laws, regulations, and regulatory guidance relating to technology, data protection, privacy, artificial intelligence, cybersecurity, digital services, and related compliance matters in the EU, UK, and other jurisdictions, including but not limited to the EU GDPR, UK GDPR, EU AI Act, Digital Services Act, Network and Information Systems Directive, and any successor or replacement legislation;
“Third Country” means any country outside the European Economic Area that is not subject to an adequacy decision by the European Commission.
“Waivern Compliance Framework Agreement”
means the separate agreement between the Company and Client governing the provision of Software Services that may complement the Regulatory Advisory Services provided under this Agreement;
“Waivern Regulatory Advisory Service” means the combined service offering that may include both Regulatory Advisory Services (governed by this Agreement) and Software Services (governed by the Waivern Compliance Framework Agreement).
In this Agreement: (a) references to clauses, schedules and paragraphs are references to clauses, schedules and paragraphs of this Agreement; (b) the schedules form part of this Agreement; (c) headings are for convenience only and do not affect interpretation; (d) words importing the singular include the plural and vice versa; (e) references to persons include bodies corporate and unincorporated associations; (f) references to a “writing” or “written” include email; (g) references to time periods relate to calendar days unless specified as Business Days.
The Client acknowledges and agrees that:
The Client acknowledges that:
(a) Services are provided as Cross-Border Services from the UK to the Client’s Jurisdiction;
(b) the Company maintains expertise in both EU and UK Technology Regulations to provide comparative and cross-jurisdictional advisory services;
(c) specific regulatory requirements in the Client’s Jurisdiction may require collaboration with local advisors;
(d) the Company will adapt its advisory approach to account for Local Laws and regulatory requirements in the Client’s Jurisdiction;
(e) cultural and business practice differences between the UK and EU will be considered in service delivery.
The Company represents that:
(a) it engages qualified Consultants with relevant expertise in EU and international technology regulation matters;
(b) all Services will be provided in accordance with Professional Standards applicable in both the UK and internationally;
(c) Consultants possess appropriate qualifications and experience to provide cross-border advisory services;
(d) the Company maintains quality assurance processes to ensure Services meet professional standards across jurisdictions;
(e) the Company will clearly identify when advice is specific to particular jurisdictions versus general best practice guidance.
The Client acknowledges that:
(a) Regulatory Advisory Services are based on the Client’s information and the regulatory landscape at the time of provision;
(b) regulatory requirements may change and the Client is responsible for monitoring ongoing developments in their jurisdiction;
(c) implementation of recommendations remains the Client’s responsibility and must comply with Local Laws;
(d) the Company cannot guarantee specific regulatory outcomes or compliance results in any jurisdiction;
(e) local legal and regulatory advice may be required for jurisdiction-specific matters.
(a) The Client acknowledges that the Company may engage independent consultants to provide all or part of the Services.
(b) All independent consultants engaged shall:
(i) possess appropriate qualifications and expertise for the Services;
(ii) maintain professional indemnity insurance with minimum coverage equivalent to the Company’s requirements;
(iii) be bound by confidentiality obligations equivalent to those in this Agreement;
(iv) comply with applicable professional standards.
(c) The Company remains fully responsible to the Client for the performance of all Services, regardless of whether provided directly or through independent consultants.
(a) Service Adaptation: The Company shall adapt its service delivery to account for regulatory requirements in the Client’s Jurisdiction while maintaining service quality standards;
(b) Local Law Compliance: Where Services involve specific jurisdictional advice, the Company shall:
(i) engage appropriately qualified local professionals where required;
(ii) clearly identify limitations based on local regulatory requirements;
(iii) recommend local legal counsel where jurisdiction-specific legal advice is required;
(c) Professional Standards: The Company shall comply with international best practices and, where applicable, professional standards recognized in the Client’s Jurisdiction;
(d) Regulatory Limitations: The Company shall clearly communicate any limitations on service provision based on:
(i) export controls or sanctions affecting the Client’s Jurisdiction;
(ii) professional licensing restrictions;
(iii) local law requirements for specific types of advice;
(e) Ongoing Monitoring: The Company shall monitor regulatory developments that may affect service provision to clients in different jurisdictions.
The Company may provide the following categories of Regulatory Advisory Services as detailed in Schedule 1:
(a) EU and cross-border regulatory compliance assessments and gap analyses; (b) development of multi-jurisdictional compliance strategies and implementation roadmaps; (c) EU-UK regulatory risk assessments and mitigation planning; (d) international policy development and documentation guidance; (e) training and advisory services on EU and international Technology Regulations; (f) monitoring and reporting on EU and global regulatory developments; (g) comparative regulatory analysis across EU Member States and other jurisdictions; (h) such other related advisory services as may be agreed between the parties.
(a) Services may address regulatory requirements across multiple EU Member States, the UK, and other international jurisdictions as relevant to the Client’s operations. (b) The Company will clearly identify the jurisdictional scope of advice and any limitations based on local regulatory expertise. (c) Where specific local expertise is required, the Company may recommend collaboration with local advisors or regulatory specialists. (d) Comparative analysis across jurisdictions will be provided where relevant to the Client’s multi-jurisdictional operations.
(a) Specific Services shall be detailed in Statements of Work within a template provided by the Company that specify the scope, deliverables, timelines, jurisdictional focus,and any other special requirements.
(b) Statements of Work shall clearly identify which domains of expertise the Deliverables relate to.
(c) No Services shall commence until an agreed Statement of Work has been executed by both the Client and the Consultant, and shared with the Company.
(d) Statements of Work shall incorporate the terms of this Agreement and, in case of conflict, the specific terms in this Agreement shall prevail.
(e) Where Services under this Agreement are to be provided in conjunction with Software Services under the Waivern Compliance Framework Agreement, the Statement of Work shall:
(i) clearly delineate which deliverables fall under each agreement;
(ii) specify any interdependencies between Regulatory Advisory Services and Software Services;
(iii) establish coordination procedures between the agreements;
(iv) identify any shared data or information that may be subject to both agreements;
(v) confirm the Client’s entitlement to Starter Tier access and applicable discounts as specified in Section 3.7.
(f) Subscription Service Engagements and Statement of Work Structure :
(i) this Agreement governs the Subscription Service relationship between the Client and the Company, including Subscription Hours allocation, billing, and administrative arrangements;
(ii) individual service engagements within Subscription Hours shall be governed by separate Statements of Work executed directly between the Client and the individual Consultant providing the services;
(iii) such Client-Consultant Statements of Work shall operate on a 1:1 basis and shall incorporate by reference the professional standards, confidentiality, and other relevant terms of this Agreement;
(iv) the Company acts as facilitating and coordinating party between Client and Consultant and also delivers Software Services as part of the bundled Subscription Service offering under the Waivern Compliance Framework Agreement, while the direct advisory service relationship is established through individual Client-Consultant Statements of Work.
The Company shall:
(a) provide Services with reasonable skill and care in accordance with Professional Standards applicable in both the UK and the Client’s Jurisdiction;
(b) use appropriately qualified and experienced Consultants with relevant EU regulatory expertise;
(c) deliver Services in accordance with agreed timelines and specifications, accounting for time zone differences;
(d) maintain appropriate quality assurance processes for cross-border service delivery;
(e) provide regular updates on Service progress as agreed in each Statement of Work;
(f) respect cultural and business practice differences in the Client’s Jurisdiction.
The Client shall:
(a) provide timely access to necessary information, personnel, and systems;
(b) respond promptly to requests for information or clarification, accounting for time zone differences;
(c) designate appropriate contact persons with authority to make decisions;
(d) review and comment on Deliverables within agreed timeframes;
(e) implement recommendations at their own discretion and risk, ensuring compliance with Local Laws;
(f) inform the Company of any specific Local Law requirements that may affect service delivery.
(a) The Company may offer Software Services as part of the Waivern Regulatory Advisory Service to accelerate and enhance the delivery of Regulatory Advisory Services.
(b) Where the Client elects to utilize Software Services, such services shall be governed by a separate Waivern Compliance Framework Agreement between the Company and the Client.
(c) “Software Services” means any software components, software frameworks and software support as defined in and governed by the Waivern Compliance Framework Agreement.
(d) This Agreement governs solely the provision of Regulatory Advisory Services. The Waivern Compliance Framework Agreement shall govern all aspects of Software Services including:
(i) software licensing and usage rights;
(ii) technical support and maintenance;
(iii) software-related warranties and liabilities;
(iv) data processing and security for software components.
(e) Where Deliverables under this Agreement reference or incorporate outputs from Software Services, such references shall be clearly identified and the respective scope of each agreement shall be specified in the relevant Statement of Work.
(a) For any calendar month in which the Client has paid fees for Regulatory Advisory Services under this Agreement, the Client shall be entitled to “Starter Tier” access level within the Waivern Compliance Framework at no additional charge.
(b) The Starter Tier access shall be available during:
(c) During the period specified in clause 3.7(b), the Client shall receive a twenty percent (20%) discount on any additional Waivern Compliance Framework services utilized beyond the Starter Tier access level.
(d) The specific features, limitations, and terms of Starter Tier access shall be as defined in the Waivern Compliance Framework Agreement.
(e) These benefits are automatically available to Clients with active Regulatory Advisory Service arrangements and do not require separate application or approval.
(f) For the avoidance of doubt, Starter Tier access and associated discounts are complementary benefits tied to this Agreement and do not create additional liability under this Agreement for Software Services, which remain governed by the Waivern Compliance Framework Agreement.
(a) Fees for Services shall be as specified in each Statement of Work.
(b) Fees may be denominated in EUR, GBP, or the Client’s local currency as agreed in each Statement of Work, with GBP being the Company’s preferred currency for administrative efficiency.
(c) Unless otherwise agreed, fees shall be exclusive of VAT or equivalent taxes, which shall be added at the prevailing rate.
(d) Currency exchange risk shall be allocated as specified in each Statement of Work.
(a) The Company shall submit invoices in accordance with the payment schedule set out in each Statement of Work.
(b) Payments shall be made by [bank transfer/other agreed method] in the agreed currency.
(c) International banking charges may be shared or allocated as specified in each Statement of Work.
(d) Invoices shall be paid within 30 days of receipt, provided they are undisputed and comply with Local Law invoicing requirements.
(e) Late payment may incur interest at the rate specified in applicable commercial payment legislation.
(a) Tax Treatment: Tax treatment shall be determined based on applicable tax laws in both the UK and the Client’s Jurisdiction;
(b) Withholding Taxes: Where withholding taxes apply under local law or tax treaties, the Company shall provide appropriate documentation and the Client shall comply with applicable withholding requirements;
(c) Tax Cooperation: Both parties shall cooperate to ensure proper tax compliance and provide necessary documentation for tax reporting and treaty benefits;
(d) Local Tax Requirements: Tax invoicing shall comply with requirements in both the UK and the Client’s Jurisdiction;
(e) Professional Tax Advice: Parties are encouraged to seek professional tax advice regarding cross-border service arrangements in their respective jurisdictions.
Where the Client is a Consumer, the following rights shall apply as provided under the Applicable Consumer Laws:
(a) Withdrawal/Cooling-off Rights: Where provided under local law, the Client may have the right to withdraw from this Agreement within the period specified by Applicable Consumer Laws without giving reason, subject to exceptions for Services that have commenced with express consent;
(b) Remedies for Non-Conforming Services: The Client shall have rights to remedies for non-conforming Services as provided under Applicable Consumer Laws, which may include repair, replacement, price reduction, or contract termination;
(c) Unfair Terms Protection: Any terms that would be considered unfair or unconscionable under Applicable Consumer Laws shall be modified or severed to the minimum extent necessary to comply with such laws;
(d) Mandatory Rights Preservation: Nothing in this Agreement limits statutory consumer rights that cannot be waived under Applicable Consumer Laws in the Client’s Jurisdiction;
(e) Local Remedies: The Client retains access to any alternative dispute resolution mechanisms, regulatory complaints procedures, or other remedies available under Applicable Consumer Laws.
4.5 Waivern Regulatory Advisory Subscription Service
(a) Service Delivery Model: The Company provides Regulatory Advisory Services through a monthly Subscription Service model under which the Client purchases Subscription Hours for each Billing Cycle.
(b) Subscription Tiers: The Client may purchase one of the following Subscription Tiers per Billing Cycle:
(c) Billing Cycle: Each Subscription Service operates on a calendar month Billing Cycle running from the first day to the last day of each calendar month.
(d) Consultant Selection: Within the Client’s purchased Subscription Hours, the Client may:
(e) First Hour Benefit: The first hour of Services provided by any individual consultant to the Client within a Billing Cycle shall not be counted against the Client’s Subscription Hours for that month (the “ First Hour Benefit“).
(f) One-Month Rollover Policy: Any unused Subscription Hours at the end of a Billing Cycle may be carried forward to the immediately following Billing Cycle only. Unused hours cannot be carried forward beyond one additional month and any hours not used within this one-month rollover period shall be forfeited without compensation. Rolled-over hours must be used before newly purchased hours in the subsequent Billing Cycle.
4.6 Mid-Month Subscription Commencement and Adjustment
(a) Mid-Month Start Process: Where a Client commences a Subscription Service on any date other than the first day of a calendar month:
(i) the Client shall pay the full monthly subscription fee for their selected Subscription Tier;
(ii) the Client shall receive the full allocation of Subscription Hours for their selected tier;
(iii) any unused Subscription Hours may be carried forward to the following Billing Cycle in accordance with the One-Month Rollover Policy in Section 4.5(f);
(iv) no pro-ration or refunds apply regardless of subscription commencement date within the month.
(b) Subscription Tier Upgrades: Where a Client upgrades to a higher Subscription Tier during a Billing Cycle:
(i) the Client shall pay the full monthly fee for the new higher tier;
(ii) the Client shall receive the full allocation of Subscription Hours for the higher tier;
(iii) any hours already consumed under the previous tier during the current Billing Cycle shall be credited toward the new tier allocation;
(iv) any unused hours from the higher tier allocation may be carried forward to the following Billing Cycle;
(v) no refunds apply for the previous tier payment.
(c) Subscription Tier Downgrades:
(i) Tier downgrades shall only take effect from the start of the next Billing Cycle;
(ii) no refunds or adjustments apply to the current Billing Cycle;
(iii) unused hours from the current higher tier may be carried forward in accordance with the One-Month Rollover Policy, subject to the limitation that rolled-over hours cannot exceed the new lower tier’s monthly allocation.
(d) Subscription Cancellation: Where a Client cancels their Subscription Service:
(i) cancellation shall take effect at the end of the current Billing Cycle;
(ii) no refunds shall be provided for unused Subscription Hours in the final Billing Cycle;
(iii) the Client may continue to use any remaining Subscription Hours until the end of the current Billing Cycle;
(iv) any unused hours cannot be carried forward beyond the cancellation date.
(e) First Hour Benefit Application: The First Hour Benefit applies to all subscription arrangements and shall be available for each consultant engaged during any Billing Cycle, including months with rolled-over hours.
(f) Subsequent Months: Following any subscription commencement or tier change, subsequent Billing Cycles shall operate on full calendar month periods with full Subscription Tier allocations, plus any eligible rolled-over hours from the previous month.
(a) Hour Tracking and Rollover Management:
(i) The Company shall maintain accurate records of Subscription Hours consumed, remaining, and rolled-over by the Client;
(ii) Monthly reporting shall include: current month allocation, hours used, hours remaining, hours rolled-over from previous month, and hours available for rollover to next month;
(iii) Rolled-over hours must be used before newly purchased hours in each Billing Cycle;
(iv) The Company shall provide clear notification when rolled-over hours are approaching expiration.
(b) Availability Notice: The Company shall use reasonable efforts to provide adequate consultant availability within the Consultant Pool, but cannot guarantee specific consultant availability at specific times.
(c) Booking and Scheduling: Clients shall request Services through the Company’s designated booking system or process, accounting for reasonable advance notice requirements and consultant availability.
(d) Service Quality: All Services provided under the Subscription Service shall meet the same professional standards and quality requirements as specified elsewhere in this Agreement.
(e) Subscription Changes:
(i) Clients may upgrade their Subscription Tier at any time during a Billing Cycle through the online subscription management portal, with full tier benefits applying immediately as specified in Section 4.6;
(ii) Clients may cancel their subscription at any time, with cancellation taking effect at the end of the current Billing Cycle;
(iii) Downgrades to lower tiers shall only take effect from the start of the next Billing Cycle.
(f) Online Portal Access: Clients shall have access to the Company’s online subscription management portal for:
(i) viewing current subscription status, remaining hours and rolled-over hours;
(ii) upgrading subscription tiers;
(iii) canceling subscriptions;
(iv) accessing usage reports and billing information;
(v) tracking rollover hour expiration dates.
(g) Billing and Payment:
(i) Subscription fees are charged monthly in advance through the online portal at full monthly rates regardless of commencement date;
(ii) Automatic recurring billing shall apply unless canceled by the Client;
(iii) Failed payments may result in suspension of subscription benefits until payment is resolved.
(iv) No refunds or pro-rations apply under the rollover model.
(a) The Company shall provide Deliverables as specified in each Statement of Work.
(b) All Deliverables shall be provided in English unless otherwise agreed, with translations available at additional cost where required.
(c) Deliverables shall be adapted for the Client’s Jurisdiction where relevant and shall account for Local Law requirements.
(d) The Client shall have a reasonable opportunity to review and comment on draft Deliverables before finalization.
(a) Subject to clause 5.3, all Intellectual Property Rights in Deliverables created specifically for the Client shall vest in the Client upon creation, provided that the Company shall retain a security interest in such Intellectual Property Rights until full payment of fees.
(b) The Company warrants that all Deliverables will be original works or properly licensed, and will not infringe any third party Intellectual Property Rights in the EU or other relevant jurisdictions.
(c) Deliverables shall be suitable for use in the Client’s Jurisdiction without additional licensing requirements.
(a) The Company retains ownership of all pre-existing Intellectual Property Rights, including methodologies, frameworks, templates, and know-how developed independently of this engagement.
(b) The Client receives a non-exclusive, royalty-free license to use such pre-existing Intellectual Property Rights to the extent incorporated in Deliverables for the Client’s internal business purposes.
(c) Such license shall be sufficient for the Client’s use within the EU and other jurisdictions where the Client operates.
(a) All Intellectual Property Rights in materials provided by the Client to the Company remain the property of the Client.
(b) The Company may use such materials solely for the purpose of providing the Services.
(c) Client materials shall be returned or destroyed upon completion of Services or termination of this Agreement.
Each party undertakes to:
(a) keep confidential all Confidential Information received from the other party;
(b) use Confidential Information solely for the purposes of this Agreement;
(c) not disclose Confidential Information to any third party without prior written consent;
(d) return or destroy all Confidential Information upon termination of this Agreement or upon request;
(e) ensure that any employees, contractors, or consultants are bound by equivalent confidentiality obligations;
(f) comply with enhanced confidentiality requirements under Local Laws where applicable.
Where the Company processes Personal Data belonging to the Client:
(a) the Company shall act as a data processor and the Client as data controller (unless otherwise specified in a Statement of Work or as required by Applicable Data Protection Laws);
(b) Cross-border data transfers shall be governed by applicable Cross-Border Transfer Mechanisms as required by Applicable Data Protection Laws, which may include:
(i) adequacy decisions or equivalent determinations;
(ii) Standard Contractual Clauses or equivalent model clauses;
(iii) certification schemes or codes of conduct;
(iv) explicit consent where legally sufficient;
(v) other legally recognized transfer mechanisms;
(c) the Company shall process Personal Data only on documented instructions from the Client, unless processing is required by applicable law;
(d) the Company shall implement appropriate technical and organizational security measures in compliance with Applicable Data Protection Laws;
(e) the Company shall notify the Client without undue delay of any personal data breach in accordance with applicable notification requirements;
(f) the Company shall assist the Client in meeting its data protection obligations under Applicable Data Protection Laws, including data subject rights fulfillment;
(g) where required by Applicable Data Protection Laws, the parties shall execute separate data processing agreements or addenda.
(a) The parties acknowledge that Personal Data transfers from the EU to the UK may require additional safeguards beyond adequacy arrangements.
(b) Where Standard Contractual Clauses are required, they shall be executed as a separate annex to this Agreement.
(c) The Company shall conduct transfer impact assessments where required and implement supplementary measures as necessary.
(d) The Client retains the right to audit the Company’s data protection compliance or engage a third party auditor.
The Company shall:
(a) implement and maintain information security measures compliant with EU GDPR and international standards;
(b) ensure secure handling, storage, and transmission of Client information across borders;
(c) comply with specific information security requirements under Local Laws;
(d) notify the Client immediately of any actual or suspected security incidents;
(e) maintain appropriate technical safeguards for remote cross-border working arrangements;
(f) provide evidence of security compliance upon reasonable request.
(a) Personal Data shall be retained only for as long as necessary for the purposes of providing Services.
(b) Upon completion of Services or termination of this Agreement, Personal Data shall be returned to the Client or securely deleted as instructed.
(c) Data retention and deletion procedures shall comply with both EU GDPR and UK data protection requirements.
(a) The total aggregate liability of the Company under this Agreement shall not exceed the lesser of: (i) the total fees paid by the Client in the 12 months preceding the claim; or (ii) €1,000,000.
(b) The Company’s liability for any single incident shall not exceed the fees paid for the specific Statement of Work giving rise to the claim.
(c) Neither party shall be liable for indirect, consequential, special, or punitive damages, including loss of profits, loss of business, or loss of opportunity.
(d) Nothing in this Agreement shall limit liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) breach of confidentiality obligations; (iv) breach of Data Protection Laws; or (v) any other liability that cannot be limited by law under Local Laws.
(e) Where the Client is a Consumer, liability limitations that would be unfair or unconscionable under applicable Consumer Protection Laws shall be modified to the minimum extent necessary to ensure compliance.
Where the Client is a Consumer, liability limitations shall not:
(a) exclude or limit liability that cannot be excluded under Local Laws;
(b) restrict statutory rights under EU consumer protection legislation;
(c) limit remedies available under national consumer protection laws in the Client’s Jurisdiction;
(d) affect the Client’s right to seek redress through alternative dispute resolution mechanisms.
The Client acknowledges that:
(a) the Services constitute advisory services based on current regulatory understanding and best practices;
(b) regulatory interpretation and enforcement may vary across jurisdictions;
(c) the Company does not guarantee that following its recommendations will ensure regulatory compliance in all jurisdictions;
(d) ultimate responsibility for regulatory compliance in the Client’s Jurisdiction remains with the Client;
(e) the Client should seek local legal verification of recommendations where appropriate;
(f) cross-border regulatory advice involves inherent complexities and uncertainties.
The Company maintains professional indemnity insurance with:
7.5 Defect Notification and Limitation
(a) Any alleged defects, non-conformities, errors or omissions in the Deliverables must be notified to the Company in writing by the Client within ninety (90) Business Days of delivery of the relevant Deliverables or such later date as the Deliverables are deemed to have been accepted by the Client (the “ Notification Period“).
(b) Such written notification must specify in reasonable detail the nature of the alleged defect and the respects in which the Deliverables are said not to conform to the agreed specification in the relevant Statement of Work.
(c) Failure to provide written notification within the Notification Period shall constitute conclusive evidence that the Deliverables conform to the agreed specification and have been accepted by the Client without reservation.
(d) With the exception of latent defects, the Company’s liability (whether in contract, tort, negligence or otherwise) in respect of any defects in Deliverables shall be excluded entirely where:
(a) Where the Client has entered into both this Agreement and the Waivern Compliance Framework Agreement, and claims arise that may relate to both Regulatory Advisory Services and Software Services, the following principles shall apply:
(b) Each agreement shall govern liability for its respective services:
(i) This Agreement governs liability for Regulatory Advisory Services and related Deliverables;
(ii) The Waivern Compliance Framework Agreement governs liability for Software Services.
(c) Where a claim cannot be clearly attributed to either Regulatory Advisory Services or Software Services, the Company shall:
(i) investigate the matter in good faith;
(ii) engage independent technical and professional assessment where appropriate;
(iii) allocate liability between the agreements based on the primary contributing cause.
(d) The total aggregate liability of the Company across both agreements shall not exceed the higher of:
(i) the liability cap under this Agreement; or
(ii) the liability cap under the Waivern Compliance Framework Agreement.
(e) This section applies only where the Client has executed the Waivern Compliance Framework Agreement. Where no such agreement exists, this Agreement governs all aspects of the relationship.
(a) Where claims arise relating to Deliverables that incorporate both Regulatory Advisory Services and Software Services, and the root cause cannot be attributed solely to one component, the parties acknowledge that fair allocation of responsibility may be required.
(b) In such circumstances, the Company shall investigate the matter in good faith and, where appropriate, engage independent technical assessment to determine the primary cause of any defects.
(c) The Company’s liability shall be proportionate to its contribution to any proven defects, provided that such allocation shall not increase the Company’s total liability beyond the limits set out in Section 7.1.
(d) Where liability allocation cannot be reasonably determined, the Company’s liability shall be limited to the portion of fees paid that relates to the Software Services component, as specified in the relevant Statement of Work.
The Client shall indemnify and hold harmless the Company against all losses arising from:
(a) inaccurate or incomplete information provided by the Client;
(b) the Client’s failure to implement recommendations appropriately or in compliance with Local Laws;
(c) the Client’s breach of this Agreement;
(d) claims by third parties arising from the Client’s use of Deliverables;
(e) any unlawful or negligent acts of the Client in connection with the Services;
(f) the Client’s failure to comply with Local Laws or obtain required local authorizations.
The Company warrants that:
(a) it has the authority and right to enter into this Agreement and provide Cross-Border Services;
(b) the Services shall be provided with reasonable skill and care in accordance with Professional Standards;
(c) it will use appropriately qualified personnel with relevant EU regulatory expertise to provide the Services;
(d) the Services will materially conform to the specifications in the relevant Statement of Work;
(e) it will comply with applicable UK laws and respect Local Law requirements in service delivery.
The Client warrants that:
(a) it has the authority to enter into this Agreement under Local Laws;
(b) all information provided to the Company is accurate and complete;
(c) it has the right to provide access to any systems, data, or information required for the Services under Local Laws;
(d) it will comply with all applicable Local Laws in connection with this Agreement;
(e) it has obtained any required authorizations for receiving Cross-Border Services.
Except as expressly set out in this Agreement, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law in both the UK and the Client’s Jurisdiction.
(a) Services shall be provided in English unless otherwise agreed in a Statement of Work.
(b) The Company may provide Services in other languages where Consultants have appropriate language capabilities.
(c) Translation services may be available at additional cost where required for specific deliverables.
(d) Technical terminology shall be explained in context appropriate for the Client’s Jurisdiction.
(a) The Company shall respect cultural differences and business practices in the Client’s Jurisdiction.
(b) Service delivery schedules shall account for public holidays and business customs in both the UK and the Client’s Jurisdiction.
(c) Communication styles and meeting arrangements shall be adapted to Client preferences where reasonable.
(d) Deliverables shall be formatted and presented in accordance with local business conventions where requested.
(a) The parties shall attempt to resolve any disputes through good faith negotiation; (b) Disputes shall initially be escalated to senior management of both parties; (c) Negotiation periods shall account for time zone differences and communication delays.
(a) If negotiation fails, disputes shall be resolved through mediation under the rules of a Recognized Dispute Resolution Body mutually agreed by the parties or, failing agreement, as determined under clause 10.2(b);
(b) Default mediation institutions by jurisdiction:
(c) Mediation shall be conducted in English unless otherwise agreed; (d) Mediation may be conducted by video conference to minimize travel requirements.
(a) If alternative dispute resolution fails, either party may commence legal proceedings;
(b) Jurisdiction for Consumer Clients: Consumer Clients may bring proceedings in the courts of their home jurisdiction in accordance with applicable consumer protection laws;
(c) Jurisdiction for Business Clients:
(d) The Client may also have rights to bring proceedings in their home jurisdiction under applicable laws.
Where available and applicable, Consumer Clients may access relevant online dispute resolution platforms:
(a) Either party may terminate this Agreement on [30] days’ written notice.
(b) Either party may terminate immediately by written notice if the other party commits a material breach that is not remedied within [14] days of written notice.
(c) Either party may terminate immediately if the other party becomes insolvent.
(d) Consumer Clients may have additional termination rights under Local Laws.
Upon termination:
(a) all outstanding invoices shall become immediately due;
(b) each party shall return or destroy Confidential Information belonging to the other in compliance with Data Protection Laws;
(c) the Company shall deliver all completed Deliverables to the Client;
(d) all licenses granted under this Agreement shall terminate except as provided in clause 5.3;
(e) clauses that are intended to survive termination shall continue in effect;
(f) data processing shall cease and Personal Data shall be returned or deleted as instructed by the Client.
The following clauses shall survive termination: 5 (Intellectual Property Rights), 6 (Confidentiality and Data Protection), 7 (Liability and Insurance), 8.3 (Mutual Disclaimer), and 12 (General Provisions).
(a) Default Governing Law: This Agreement shall be governed by English law;
(b) Consumer Protection Override: For Consumer Clients, this choice of law shall not deprive the Consumer of protection afforded by mandatory provisions of Applicable Consumer Laws in their jurisdiction;
(c) Regulatory Compliance: Applicable consumer protection, data protection, and other mandatory regulations in the Client’s Jurisdiction may override certain provisions of this Agreement where required by law.
(a) For Business Clients, the parties submit to the exclusive jurisdiction of the English courts.
(b) For Consumer Clients, jurisdiction shall be determined in accordance with EU consumer protection regulations, which may provide the Consumer with the right to bring proceedings in their home jurisdiction.
(a) This Agreement shall comply with applicable EU regulations governing cross-border service provision.
(b) Where EU regulations provide greater protection to the Client than this Agreement, such protections shall apply.
(c) Professional services regulations in the Client’s Jurisdiction shall be respected where relevant.
(a) The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.
(b) The Company may assign this Agreement to any Affiliate or in connection with a sale of its business with written notice to the Client.
(c) Assignment rights may be subject to Local Law restrictions for Consumer Clients.
If any provision of this Agreement is held invalid or unenforceable under Local Laws or EU regulations, such provision shall be struck out and the remainder shall remain in full force and effect to the extent permitted by applicable law.
Neither party shall be liable for failure to perform due to circumstances beyond their reasonable control, including acts of God, government actions, war, terrorism, pandemic, natural disasters, or changes in law that make performance illegal.
All notices shall be in writing and delivered by email to the addresses specified below or such other addresses as may be notified by either party:
Company: ADMIN@WAIVERN.COM
Client: [email address]
Notices shall be deemed received upon delivery confirmation, accounting for time zone differences.
For data protection inquiries, the Client may contact the Company’s Data Protection Officer at DPO@WAIVERN.COM.
IN WITNESS WHEREOF the parties have executed this Agreement on the date set forth below.
SIGNED:
WAIVERN LIMITED
By: ******___******
Name: [Name]
Title: [Title]
Date: **___**
[CLIENT NAME/COMPANY]
By: ******___******
Name: [Name]
Title: [if company]
Date: **___**
Technology Regulation, Product Development, and Engineering Advisory Services
The Company may provide the following categories of Services in relation to Technology Regulations, product development, and engineering consultancy:
EU-UK Regulatory Alignment:
Global Privacy Law Comparisons:
International AI Governance Frameworks:
Cybersecurity Regulatory Harmonization:
Privacy Engineering and Architecture:
Cybersecurity Governance and Risk Management:
AI Governance and Ethics:
Technology Product Development:
Engineering and Technical Advisory:
Regulatory-Compliant Product Design:
EU-Focused Risk Assessment:
Global Technology Risk Management:
International Compliance Coordination:
Regional Regulatory Strategy:
Global Market Entry and Expansion:
International Regulatory Harmonization:
Technology Strategy and Governance:
Multi-jurisdictional Compliance Training:
Technical and Engineering Training:
Workshop and Knowledge Transfer:
European Regulatory Monitoring:
Global Privacy and Data Protection Intelligence:
International AI and Technology Governance Tracking:
Cybersecurity Regulatory Landscape Analysis:
Strategic Intelligence Services:
JURISDICTIONAL EXPERTISE:
Primary EU Focus Areas:
Extended Global Privacy Regimes:
International Cybersecurity Frameworks:
AI Governance and Risk Management Regimes:
Technical and Engineering Expertise:
Comparative Analysis Capabilities:
SERVICE DELIVERY CONSIDERATIONS:
Language and Cultural Adaptation:
Cross-Border Professional Standards:
IMPORTANT DISCLAIMERS: