These are Kanso's standard terms for professional-services engagements. They apply to any Statement of Work ("SOW") that references them by version. Newer versions may be published at
https://kanso.cx/terms-of-engagement; this version remains permanently available athttps://kanso.cx/terms-of-engagement/v1.1, and an engagement is governed by the version its SOW names — not by any later version — unless the parties agree otherwise in writing.
What changed from v1.0. This version adds clauses 5.6 to 5.8, which state that Kanso may claim funding and incentives from technology vendors and their partner organisations in connection with an engagement, what that funding does and does not do to the Fees, and what information Kanso may disclose in order to claim it. Clause 7.5 cross-refers to that permitted disclosure. Nothing else changed. Engagements signed against v1.0 remain governed by v1.0.
1. About these terms and how they apply
1.1 These Kanso Standard Terms of Engagement (the "Terms") are entered into between the customer identified in the SOW (the "Customer") and Kanso CX Ltd, a company registered in England and Wales, no. 07963643, registered office 66 Paul Street, London, EC2A 4NA, trading as "Kanso" ("Kanso", "we", "us").
1.2 Scope of this version. This version of the Terms applies only to engagements contracted with Kanso CX Ltd. "Kanso" is also a trading name of Kanso CX Corporation; engagements contracted with that entity are governed by the separate terms identified in the applicable SOW, not by this version.
1.3 Each SOW that references these Terms, together with these Terms and any schedules referenced in either, forms a separate binding agreement (the "Agreement") for the services described in that SOW (the "Services"). Signing a SOW that references these Terms constitutes acceptance of these Terms for that engagement.
1.4 Order of precedence. If there is a conflict, the documents take precedence in this order: (a) the body of the SOW, for matters of scope, deliverables, fees, timing and any expressly stated variation to these Terms; then (b) these Terms; then (c) any schedule. A term in a SOW varies these Terms only where the SOW says so expressly and identifies the clause it varies.
1.5 These Terms apply to the exclusion of any terms the Customer seeks to impose or incorporate (for example in a purchase order), unless expressly agreed by Kanso in writing. Where the Customer requires its own master agreement, the parties may instead agree that the SOW is governed by that agreement.
2. Definitions
"Background IP" — all intellectual property owned, developed or licensed by a party independently of the Agreement, including (for Kanso) its methods, frameworks, tools, accelerators, templates, prompts, software, components and know-how.
"Confidential Information" — any non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including business plans, pricing, systems, data and the terms of the Agreement.
"Customer Materials" — data, content, systems access, knowledge-base content, credentials and other materials the Customer provides for the Services.
"Deliverables" — the outputs Kanso creates and provides under a SOW, including configurations, prompts, workflows, designs, documents and any bespoke code.
"Fees" — the charges for the Services as stated in the SOW.
"Intellectual Property" or "IP" — patents, copyright, database rights, design rights, trade marks, know-how and all other intellectual property rights, whether registered or not, anywhere in the world.
3. Services and change control
3.1 Kanso will provide the Services described in the SOW with reasonable skill and care, using suitably skilled personnel.
3.2 The Services, Deliverables, timescales and Fees are as scoped in the SOW. Anything not expressly included is out of scope.
3.3 Change control. Either party may request a change. A change to scope, Deliverables, timing or Fees takes effect only when both parties agree it in writing (including by email) in a change request describing the change and its impact. Kanso is not obliged to start changed work until the change is agreed.
3.4 Estimated dates are targets, not commitments, unless the SOW expressly states a date is fixed.
4. Customer responsibilities
4.1 The Customer will provide, promptly and at its own cost, the access, information, decisions, personnel availability and Customer Materials reasonably needed for the Services, including anything the SOW lists as a Customer responsibility or dependency.
4.2 The Customer is responsible for the accuracy, quality, legality and maintenance of Customer Materials — including knowledge-base and content quality, and the building, exposing, documenting and securing of any of its own or third-party systems or APIs that the Services integrate with.
4.3 If the Customer's delay or failure to meet a responsibility prevents Kanso from proceeding, Kanso is not liable for the resulting delay or cost, timescales are extended accordingly, and Kanso may charge for time reasonably lost where the SOW is on a time-and-materials basis.
5. Fees, expenses and payment
5.1 The Customer will pay the Fees stated in the SOW. Where a SOW states that Services are provided at no charge, no Fees are payable for the scope it covers; work beyond that scope is chargeable at Kanso's standard rates under a new or varied SOW.
5.2 Unless the SOW says otherwise, Kanso invoices monthly in arrears (or on the milestones stated in the SOW), and invoices are payable within 30 days of the invoice date.
5.3 Fees are exclusive of VAT and other applicable taxes, which the Customer pays at the prevailing rate. Pre-agreed, reasonable expenses are recharged at cost.
5.4 Third-party costs — including software licences, cloud/telephony consumption (for example Amazon Web Services, Zendesk and Freshworks charges) and other pass-through costs — are the Customer's responsibility and are not included in the Fees unless the SOW says so.
5.5 Kanso may charge interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998. If undisputed sums are more than 14 days overdue, Kanso may suspend the Services on notice. The Customer may withhold a genuinely disputed amount if it pays the rest and raises the dispute in writing promptly.
5.6 Partner funding and incentives. Kanso may seek, claim and receive funding, credits, rebates or other incentives from technology vendors and their partner organisations in connection with an engagement — for example proof-of-concept or migration-acceleration funding offered under a cloud vendor's partner programme. Where Kanso does not itself hold the partner status a programme requires, the claim may be made through, and the funding paid via, a partner organisation that does. Kanso will identify that organisation on request.
5.7 Information disclosed in order to claim funding. Claiming that funding requires Kanso to give the vendor and, where applicable, the partner organisation limited information about the engagement — typically the Customer's name, a description of the workload or use case, indicative platform consumption and project dates. Notwithstanding clause 7, the Customer agrees that Kanso may disclose that information for that purpose, limited to the minimum the programme requires and provided the recipient is bound by confidentiality obligations no less protective than clause 7. Kanso will not disclose Customer Materials, personal data or the Fees under this clause, and will on request tell the Customer who received information and what was disclosed.
5.8 Effect on Fees and on recommendations. Funding of this kind is Kanso's own commercial arrangement. It does not form part of the Fees, the Customer has no entitlement to it or to an account of it, and the Fees stated in the SOW are unaffected unless that SOW expressly states that the funding offsets them. The availability of such funding does not determine what Kanso recommends, and clause 9.1 applies to the Services regardless of whether any funding is claimed or obtained.
6. Intellectual property
6.1 Ownership. Except where a SOW expressly provides otherwise in accordance with clause 1.4, and as between the parties: Kanso owns all Intellectual Property in the Deliverables and in Kanso's Background IP, and all IP in any improvement, tool, component or know-how developed in the course of the Services; and no ownership of that IP transfers to the Customer. A SOW may vary this clause 6 for its own engagement — for example, to assign specified Deliverables to the Customer on payment, or to grant a broader licence — where it says so expressly and identifies this clause. Any such variation applies only to that engagement.
6.2 Licence to the Customer. Conditional on payment of all Fees due under the relevant SOW, Kanso grants the Customer a perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use, configure and modify the Deliverables for the Customer's internal business purposes. This licence expressly permits the Customer's own teams to operate, iterate and extend the Deliverables (for example, adding further configuration or automation) within the Customer's environment.
6.3 Customer Materials. The Customer retains all IP in Customer Materials and grants Kanso a licence to use them as needed to provide the Services.
6.4 Third-party and open-source components. Some Deliverables may include third-party or open-source components licensed under their own terms; the Customer's use of those components is subject to those terms, which Kanso will identify on request.
6.5 Reuse and residual knowledge. Kanso may freely use the general skills, know-how and experience gained during the Services, and may develop and provide similar services and materials to others, provided it does not disclose the Customer's Confidential Information.
6.6 Feedback. The Customer grants Kanso a perpetual, royalty-free licence to use any feedback or suggestions it provides, without obligation.
6.7 The Customer will not remove or obscure any proprietary notices in the Deliverables, and will not sub-license, resell or make the Deliverables available to third parties except as the licence in 6.2 permits.
7. Confidentiality
7.1 Each party will keep the other's Confidential Information confidential, use it only to perform or receive the Services, and disclose it only to its personnel and advisers who need it and are under equivalent obligations.
7.2 The obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party; nor to disclosure required by law or regulator, provided (where lawful) the disclosing party gives notice.
7.3 On request or on termination, each party will return or destroy the other's Confidential Information, except copies required by law or held in routine backups, which remain subject to these obligations.
7.4 These confidentiality obligations continue for three years after termination, and indefinitely for information that is a trade secret.
7.5 Clause 5.7 permits a limited disclosure of engagement information to a technology vendor and its partner organisation for the purpose of claiming partner funding. That disclosure is permitted despite this clause 7, on the conditions clause 5.7 states.
8. Data protection
8.1 Each party will comply with applicable data-protection law, including the UK GDPR and the Data Protection Act 2018 ("Data Protection Law").
8.2 Where Kanso processes personal data on the Customer's behalf in providing the Services, the Customer is the controller and Kanso is the processor. In that role Kanso will: (a) process personal data only on the Customer's documented instructions (including as set out in the SOW), unless required by law; (b) ensure persons authorised to process it are under confidentiality obligations; (c) implement appropriate technical and organisational security measures; (d) engage sub-processors only under equivalent obligations and remain responsible for them; (e) taking account of the nature of processing, assist the Customer with data-subject requests and with security, breach-notification and impact-assessment obligations; (f) notify the Customer without undue delay on becoming aware of a personal-data breach; (g) on termination, delete or return the personal data except where retention is legally required; and (h) make available information reasonably necessary to demonstrate compliance and allow for audits on reasonable notice.
8.3 The Customer warrants that it has the lawful basis and necessary rights for Kanso to process personal data as instructed, and that its instructions comply with Data Protection Law.
8.4 Any international transfer of personal data will use a lawful transfer mechanism. Where the parties sign a separate data-processing agreement, that agreement prevails over this clause 8 to the extent of any conflict.
9. Warranties and AI/automation outputs
9.1 Kanso warrants that it will perform the Services with reasonable skill and care. Each party warrants that it has authority to enter into the Agreement.
9.2 AI and automated outputs. The Services may include AI agents, automation and generative outputs. These are probabilistic and can be incomplete or incorrect. Kanso does not warrant that any automated output is accurate, or that any specific deflection, containment, handling-time or accuracy rate will be achieved, unless a SOW expressly states a measured target and the basis for it. The quality of automated outputs depends on the Customer's knowledge sources, data and configuration, which are the Customer's responsibility. The Customer is responsible for reviewing and validating outputs before relying on them for decisions affecting individuals.
9.3 Except as expressly stated in the Agreement, and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express or implied by statute or otherwise, are excluded.
10. Liability
10.1 Nothing in the Agreement limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or anything else that cannot be limited or excluded by law.
10.2 Subject to 10.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit, revenue, business, anticipated savings or goodwill; loss or corruption of data; or indirect or consequential loss.
10.3 Subject to 10.1, each party's total aggregate liability arising out of or in connection with the Agreement is limited to the greater of (a) the total Fees paid by the Customer under the SOW to which the claim relates, and (b) £5,000.
10.4 The Customer is responsible for maintaining appropriate backups of its data and systems. The limitations in this clause 10 reflect the allocation of risk between the parties and the Fees charged.
11. Term, suspension and termination
11.1 The Agreement runs from the SOW start date until the Services are completed, or as the SOW states.
11.2 Either party may terminate the Agreement (or the affected SOW) on written notice if the other materially breaches and fails to remedy the breach within 30 days of written notice, or becomes insolvent or ceases to trade.
11.3 Kanso may suspend the Services as described in clause 5.5 (non-payment) or where continuing would breach law or a third party's rights.
11.4 On termination: the Customer pays for Services performed and commitments reasonably incurred up to termination; each party returns or destroys the other's Confidential Information under clause 7; and the licence in clause 6.2 survives for Deliverables for which all Fees have been paid.
11.5 Clauses that by their nature should survive termination (including 5, 6, 7, 8, 9, 10, 12 and 14) do so.
12. Non-solicitation
12.1 During the Services and for 12 months after, neither party will knowingly solicit or engage the other's personnel who were involved in the Services, except through a general public advertisement not targeted at them. If a party breaches this clause, it will pay a reasonable recruitment fee equivalent to 20% of the relevant individual's first-year salary.
13. General
13.1 Subcontracting. Kanso may subcontract the Services but remains responsible for the subcontracted work.
13.2 Assignment. Neither party may assign the Agreement without the other's consent, not to be unreasonably withheld, except that either may assign to an affiliate or in connection with a sale of substantially all of its business.
13.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control; the affected party will notify the other and use reasonable efforts to mitigate.
13.4 Anti-bribery. Each party will comply with applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010.
13.5 Insurance. Kanso will maintain insurance appropriate to the nature and scale of the Services.
13.6 Notices. Notices must be in writing and sent to the contacts stated in the SOW (email accepted for operational and change-control notices; formal legal notices also to the registered office).
13.7 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. Neither party relies on any statement not set out in the Agreement, but nothing limits liability for fraud.
13.8 Variation and waiver. A variation is valid only if in writing and agreed by both parties (change control under 3.3 satisfies this for scope changes). A failure to enforce a term is not a waiver.
13.9 Severance. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary.
13.10 No partnership; third parties. Nothing creates a partnership or agency. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
14. Governing law and jurisdiction
14.1 The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Kanso Standard Terms of Engagement v1.1 — © Kanso CX Ltd 2026. Permanent version link: https://kanso.cx/terms-of-engagement/v1.1. Superseded versions remain available under https://kanso.cx/terms-of-engagement/ for reference.