These terms set out the basis on which you may use this website and engage Rogue Systems Ltd for services. Please read them carefully. By using the site or engaging us for work, you agree to these terms.
Business clients only.The engagement-related provisions of these terms (sections 5 onwards) are intended for business customers acting in the course of business. They are not consumer terms. If you’re a consumer, you may have additional rights under the Consumer Rights Act 2015 and other consumer protection legislation that can’t be excluded by contract; nothing in these terms is intended to override those rights, and we’ll need to agree separate consumer-facing terms before working with you.
1. Who we are
- Company: Rogue Systems Ltd
- Company number: 16492612 (registered in England and Wales)
- Registered office: 124 City Road, London, EC1V 2NX
- Contact: hello@roguesystems.ai
2. Definitions
- “Site” means roguesystems.ai and its subdomains.
- “SOW” means a statement of work, proposal, quote, or other written engagement document we agree with you for a specific project.
- “Services” means the design, development, and consulting work we deliver under an SOW.
- “You” means the individual or organisation engaging us, or visiting the Site.
3. Use of the website
The Site is provided for general information about us and our work. When using the Site you agree not to:
- Use it for any unlawful purpose, or in a way that could damage, disable, or impair it.
- Attempt to gain unauthorised access to any part of the Site, our servers, or related systems.
- Scrape, harvest, or use automated tools to extract data beyond what’s permitted by our
robots.txt. - Submit content that’s unlawful, defamatory, infringing, or that contains malware.
We may suspend or block access where we reasonably believe these terms are being breached.
4. Intellectual property in the website
The Site, its content, design, code, and branding are owned by Rogue Systems Ltd or our licensors. You may view and share the Site for personal or internal business reference. Any other use — including reproduction, redistribution, or use of our branding — requires our prior written permission.
Some pages display AI-generated content (for example, blog posts created on demand). That content is provided for general interest and may not always be accurate or current — please don’t rely on it as professional advice.
5. Engagements and statements of work
Quotes, proposals, and SOWs we issue are valid for 30 days unless we say otherwise. An engagement begins when we agree an SOW with you in writing (which includes email confirmation). Each SOW forms a separate contract that incorporates these terms; if there’s a conflict between an SOW and these terms, the SOW takes priority for that engagement.
6. Fees, expenses, and payment
- Fees, milestones, and payment terms are set out in the relevant SOW. Unless agreed otherwise, invoices are payable within 14 days of issue.
- Reasonable expenses (such as third-party services, licences, hosting, or travel) are charged at cost and agreed in advance where they materially affect the budget.
- Late payment may incur interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
- Rogue Systems Ltd is not VAT-registered at the date of these terms. If we register for VAT in the future, VAT will be added to invoices at the prevailing rate.
7. Your responsibilities
To deliver well, we need you to:
- Provide content, access, credentials, and decisions in a reasonably timely way.
- Have the rights to any materials (logos, copy, images, code) you supply to us.
- Nominate a primary point of contact who can sign off on work.
- Comply with your own legal obligations, including data protection, where the project involves end-user data.
Delays caused by missing input on your side may push timelines and may incur additional fees if they extend the engagement materially.
8. Intellectual property in deliverables
On full payment of the relevant invoices, we assign to you the intellectual property rights in the bespoke deliverables we create for you under an SOW, except for:
- Pre-existing materials and tooling we bring to the project (frameworks, libraries, internal helpers) — these we license to you on a non-exclusive, perpetual, worldwide basis to use as part of the deliverables.
- Third-party components (open-source libraries, SaaS services, fonts, stock assets) — these are licensed under their own terms.
We may reference the engagement and use non-confidential project materials (such as screenshots and high-level descriptions) for portfolio and marketing purposes unless you tell us otherwise in writing.
9. Confidentiality
We’ll keep confidential information you share with us confidential and use it only for the purposes of the engagement. This obligation continues after the engagement ends. It doesn’t apply to information that’s public, that you’ve already shared without restriction, or that we’re required to disclose by law.
10. Data protection
Our processing of personal data is described in our Privacy Policy. Where an engagement involves us processing personal data on your behalf, we’ll agree appropriate data-processing terms in the SOW (or by separate agreement) as required by UK GDPR.
11. Warranties
We’ll perform our Services with reasonable skill and care, in line with industry standards. Beyond that, except as required by law, all warranties — including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement — are excluded to the fullest extent permitted.
Software is complex. We don’t warrant that deliverables will be uninterrupted or error-free, or that all bugs can be fixed. We’ll work with you in good faith to address material defects identified during any agreed warranty period in the SOW.
12. Limitation of liability
Nothing in these terms limits liability that cannot be limited under English law (such as liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation).
Subject to that:
- Neither party is liable, whether the loss is direct or indirect, for: loss of profits; loss of revenue; loss of anticipated savings; loss of business or business opportunity; loss of goodwill or reputation; loss, corruption or unavailability of data; or any indirect, special, or consequential losses, however arising.
- Our total aggregate liability under or in connection with an engagement (whether in contract, tort — including negligence — breach of statutory duty, or otherwise) is capped at the total fees paid by you to us under the relevant SOW in the 12 months preceding the event giving rise to the claim.
13. Termination
Either party may terminate an engagement on 30 days’ written notice. Either party may terminate immediately if the other materially breaches these terms or the SOW and fails to remedy the breach within 14 days of being asked to in writing, or becomes insolvent. On termination you’ll pay for all work properly performed up to the termination date.
14. Force majeure
Neither party is liable for failure or delay caused by events beyond reasonable control, including (without limit) acts of God, network outages, cyberattacks, third-party service failures, or government action. The affected party will mitigate the impact and resume performance as soon as reasonably possible.
15. General
- Entire agreement. These terms together with the relevant SOW are the entire agreement between us for the matters they cover.
- No partnership. Nothing creates a partnership, joint venture, or employment relationship between us.
- Assignment.Neither party may assign its rights without the other’s consent, except that we may assign to a successor in connection with a sale or reorganisation of our business.
- Severability. If any part of these terms is unenforceable, the rest remains in force.
- Third parties.The Contracts (Rights of Third Parties) Act 1999 doesn’t apply to these terms.
16. Governing law and jurisdiction
These terms and any non-contractual obligations arising out of them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute, except that we may bring proceedings to enforce payment in any court of competent jurisdiction.
17. Contact
Questions about these terms: hello@roguesystems.ai
Postal: Rogue Systems Ltd, 124 City Road, London, EC1V 2NX, United Kingdom.