Ilmaris Labs

Terms of engagement: System Review

terms

Last updated: 2026-10-30.

1. Parties

Ilmaris Labs Ltd, registered in England and Wales, company number 17187998, registered office 71–75 Shelton Street, Covent Garden, London WC2H 9JQ (“we”), and the client named in the order (“you”).

2. The order

These terms apply with a short order that states: the system in scope, the start date, the fee, and your contact. If the order and these terms conflict, the order wins.

3. What we do

Over two weeks we:

  • read the code, designs and documents you give us access to;
  • talk to the people who own each part of the system;
  • hold a check-in at the mid-point.

4. What you get

  • A written report: the current architecture, a target architecture, the risks ranked by likely cost, and a plan that sets out what to build first.
  • A walkthrough of the report with your team, up to two hours.

5. What you provide

Access to the code, documents and systems in scope, and up to six hours of your people’s time in total, within the first five working days. If access or people arrive late, the end date moves by the same number of days.

6. Fee and payment

  • The fee is fixed for the deliverables in clause 4.
  • The fee is stated in the order, from £7,500 plus VAT.
  • We invoice 50% when the order is signed and 50% when we deliver the report.
  • Invoices are due within 14 days.
  • The fee covers remote work and visits within London. We agree any other travel with you first.

7. Credit against a build

If you sign an order with us for build work within six months of the report’s delivery date, we deduct the System Review fee (excluding VAT) from that work’s invoices. The credit is not paid in cash and can’t be transferred.

8. Rescheduling and cancellation

You can move the start date once, free, with five working days’ notice. If you cancel with at least five working days’ notice before the start date, we refund the first payment in full. If you cancel later, the first payment isn’t refunded. If you cancel after the mid-point check-in, the full fee is due. If work has started, we give you the work done so far.

9. Use of AI

We use AI tools in our work. Before work starts, we agree in the order which of your material may go into which tools. You can exclude any material, or any tool.

10. Confidentiality

Each party keeps the other’s confidential information confidential and uses it only for this engagement. This lasts three years after the report is delivered. It doesn’t cover information that is public, already known to the receiver, or required by law.

11. Ownership

Once you have paid in full, you own the report. We keep ownership of our own methods, templates and general know-how, and we may reuse them. We won’t name you as a client without your written permission.

12. Personal data

We don’t expect to process personal data. If we need to, we sign a data processing agreement with you first.

13. Liability

  • Our total liability under this engagement is limited to the fee paid.
  • Neither party is liable for loss of profit, revenue, data or goodwill, or for indirect loss.
  • Nothing limits liability for death or personal injury caused by negligence, for fraud, or for anything else that can’t be limited by law.

14. Advice, not implementation

The report is our professional opinion based on what we were shown. You decide what to build and you remain responsible for your systems.

15. Law

English law applies, and the courts of England and Wales have jurisdiction.

Questions about these terms: hello@ilmaris.co.uk