Terms & Conditions

Last updated: February 2026

1. Introduction

These Terms and Conditions ("Terms") govern the provision of IT consultancy services by Samo Solutions Ltd ("we", "us", "our", "the Company") to clients ("you", "your", "the Client"). By engaging our services, you agree to be bound by these Terms.

Company Registration Number: 9554602

2. Services

We provide IT consultancy services specialising in Microsoft Dynamics 365, including but not limited to:

  • Dynamics 365 Finance & Operations implementation and consultancy
  • Dynamics 365 Customer Engagement configuration and development
  • Retail and Commerce module expertise
  • Dual-write implementation services
  • Azure integration and cloud architecture advisory
  • Data migration services
  • Enterprise system integration

The specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate Statement of Work ("SOW") or proposal agreed between the parties.

3. Engagement Terms

All engagements are subject to the execution of a mutually agreed SOW. The SOW will detail the scope of work, project timeline, resource allocation, fees, and payment terms. In the event of any conflict between these Terms and a SOW, the SOW shall take precedence with respect to that engagement.

4. Fees and Payment

Fees for our services will be as set out in the applicable SOW. Unless otherwise agreed:

  • Invoices are payable within 30 days of the invoice date.
  • All fees are stated exclusive of VAT, which will be charged at the prevailing rate where applicable.
  • We reserve the right to charge interest on overdue amounts at the rate of 4% above the Bank of England base rate.
  • Expenses reasonably incurred in delivering the services will be recharged at cost, subject to prior agreement.

5. Client Obligations

The Client agrees to:

  • Provide timely access to necessary systems, data, and personnel.
  • Provide accurate and complete information as reasonably required.
  • Ensure appropriate authorisations and approvals are in place.
  • Comply with all applicable laws and regulations.
  • Maintain appropriate backups of their systems and data.

6. Intellectual Property

Unless otherwise agreed in writing in the applicable SOW:

  • All pre-existing intellectual property ("Background IP") remains the property of its respective owner.
  • Any intellectual property created specifically for the Client during the engagement ("Foreground IP") shall transfer to the Client upon full payment of all related fees.
  • We retain the right to use general knowledge, skills, experience, and techniques acquired during the engagement, including ideas, concepts, know-how, and methodologies.
  • We retain a licence to reuse any generic, non-client-specific frameworks, tools, or code components developed during the engagement.

7. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement. This obligation survives the termination of any engagement and will remain in effect for a period of five (5) years following disclosure, unless the information enters the public domain through no fault of the receiving party.

8. Data Protection

We process personal data in accordance with our Privacy Policy and in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where we process personal data on behalf of the Client, a separate Data Processing Agreement may be required.

9. Limitation of Liability

To the maximum extent permitted by law:

  • Our total aggregate liability under or in connection with any engagement shall not exceed the total fees paid by the Client for that engagement in the twelve (12) months preceding the event giving rise to the claim.
  • We shall not be liable for any indirect, consequential, special, or incidental damages, including but not limited to loss of profit, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill.
  • We shall not be liable for any delays or failures caused by circumstances beyond our reasonable control, including but not limited to acts of God, government actions, pandemic, or failures of third-party systems or services.
  • Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded.

10. Warranties and Disclaimers

We warrant that our services will be provided with reasonable skill and care, consistent with generally accepted industry standards. Except as expressly set out in these Terms or a SOW, all other warranties, conditions, and representations are excluded to the maximum extent permitted by law.

We do not warrant that any software or system will be entirely free from defects, errors, or interruptions. Third-party software, including Microsoft Dynamics 365, is subject to the terms, warranties, and limitations of the respective vendor.

11. Termination

Either party may terminate an engagement:

  • By giving thirty (30) days' written notice to the other party.
  • Immediately if the other party commits a material breach that is not remedied within fourteen (14) days of written notice.
  • Immediately if the other party becomes insolvent, enters administration, or ceases to trade.

Upon termination, the Client shall pay for all services performed and expenses incurred up to the date of termination.

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, war, terrorism, pandemic, government actions, or failure of telecommunications or utility services.

13. Governing Law and Jurisdiction

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

14. General

  • Entire Agreement: These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.
  • Amendments: No amendment to these Terms shall be effective unless made in writing and agreed by both parties.
  • Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • Waiver: No failure or delay in exercising any right shall constitute a waiver of that right.
  • Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party.

15. Contact

If you have any questions about these Terms, please contact us through our contact page.