ProtoGT Terms & Conditions

Version 1.1 Updated: 9th September 2026

1. Relationship

1.1 Independent Contractor and Confidentiality

ProtoGT is engaged as an independent contractor for the purposes of this agreement. Nothing in this contract shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between ProtoGT and The Client. ProtoGT shall have sole control over the manner and method of performing its obligations under this agreement, subject to the terms outlined herein. Information exchanged between ProtoGT and The Client shall not automatically be treated as confidential unless already under NDA. Either party may designate specific materials as confidential in writing.

1.2 Non-Solicitation

The Client agrees that during this agreement and for a period of twelve months after its completion or termination, The Client shall not directly or indirectly solicit, hire or attempt to hire any employee, contractor or individual engaged by ProtoGT who has worked on the project or has interacted with The Client through ProtoGT, unless ProtoGT provides prior written consent. The Client shall not encourage or attempt to encourage any such individual to leave their role with ProtoGT or to work with The Client outside this agreement. If this clause is breached, The Client shall pay ProtoGT a recruitment fee equal to twenty percent of the affected individual’s annualised compensation, or the reasonable market rate for an equivalent role, whichever is higher. This fee is capped at £7,500 for interns, junior staff and project level personnel, and uncapped for senior staff, key technical leads or directors. This fee is intended to reflect the reasonable cost of recruitment, onboarding and training of a replacement and the disruption caused to ProtoGT’s ongoing work.

1.3 Additional Consultancies and Intermediaries

ProtoGT shall not be required to work through, work under or report to any additional consultancy or other intermediary introduced by The Client unless ProtoGT was already aware of that party at the time of entering this agreement, or The Client has informed ProtoGT in advance and ProtoGT has confirmed in writing that it agrees to such an arrangement. This clause is intended to ensure that ProtoGT is not placed part way through a project into a new subcontracted structure or under the direction of another consultancy or third party without prior agreement. ProtoGT retains the right to decline any such change where it would materially alter the commercial, technical or operational relationship set out in this agreement.

2. Requirements from The Client

2.1 Information, Feedback and Resources

The Client shall provide all necessary information, feedback, and approvals required for ProtoGT to carry out the project, along with any specific resources that cannot be reasonably procured or substituted by ProtoGT. This may include proprietary equipment, in-house software, test devices, facility access, or other client-owned materials required for integration or testing.

2.2 Timely Client Responses

The Client shall provide information and feedback promptly and at a level of urgency proportional to the project deadlines. Where ProtoGT makes repeated requests for the same information or access, this shall indicate that a response is required urgently to maintain progress. Delays in providing such information or resources may extend delivery timelines and shall not be considered a failure by ProtoGT to meet its obligations.

2.3 Client Indemnity

The Client agrees to indemnify ProtoGT against any claims, damages, or liabilities arising from the misuse, unsafe operation, or unauthorised modification of the deliverables provided under this agreement.

3. Prototype Development and Timelines

3.1 Prototype Development and Timelines

As this work involves prototype development and exploratory engineering, all timelines are based on best estimates. While ProtoGT applies rigorous testing and project management, unforeseen technical challenges may occur as part of the development process. Any such issues will be communicated promptly, and reasonable adjustments will be made to maintain the integrity and functionality of the final prototype.

4. Change Management and Acceptance

4.1 Initiating Changes

Any changes to the scope, deliverables, timeline, or other terms of this agreement must be proposed in writing by either ProtoGT or The Client .

4.2 Approval Process

Both parties must review and mutually agree upon any proposed changes before implementation.

4.3 Cost and timeline

If a proposed change impacts the project timeline or costs, ProtoGT shall provide an updated timeline and cost estimate for The Client’s approval before proceeding. Changes that require additional resources or adjustments may result in revised deadlines or additional charges, which must be agreed upon by both parties. If a timeline or cost cannot be agreed upon then the proposed change will not be implemented.

4.4 Deliverable acceptance

The project deliverables shall be accepted if they meet the requirements and general scope outlined in this agreement and do so with reasonable functionality. Reasonable functionality excludes compliance with external regulations or third-party testing requirements unless explicitly stated. Acceptance of deliverables indicates that ProtoGT has fulfilled its obligations under the terms of this contract, thereby marking the completion of the project or stage.

4.5 Deliverable dates

If The Client requests changes or revisions to the deliverable, this shall not alter the original submission date or classify the deliverables as late or incomplete.

5. Payment

5.1 Progression Between Stages

Payment and completion of any stage does not guarantee that The Client or ProtoGT will proceed to the following stage.

5.2 Travel and Expenses

Project costs assume the travel and expenses included within the deliverables section. Any additional travel or expenses required due to project extensions, changes, or client requests beyond the original scope will be agreed in writing and invoiced separately.

5.3 Overdue Payments

All invoices are payable by the stated due date. If payment is not received by that date, ProtoGT reserves the right to:

a. Suspend or delay ongoing work until payment is received. b. Apply interest to the outstanding balance at a rate of 8% per annum above the Bank of England base rate, calculated daily until payment is made. c. Recover reasonable costs of debt recovery if action is required to obtain payment. d. Until cleared payment has been received for the relevant stage, all physical deliverables, prototypes and all associated intellectual property, design materials and work in progress remain the exclusive property of ProtoGT. No ownership, licence or right to use any deliverable transfers to The Client until payment for that stage has been received in full.

5.4 Non-Refundable Deposits and Stage Payments

Once an invoice has been raised for a project deposit or stage payment, the amount is non-refundable except in cases of material non-performance or clear fault by ProtoGT. This reflects that, upon invoicing, ProtoGT immediately commits engineering time, project resources, and procurement of stage-specific materials to The Client’s project. In the event that a project is changed, postponed or cancelled by The Client for any reason other than ProtoGT’s fault, all amounts invoiced or paid shall remain due and payable, and ProtoGT will provide any completed or partially completed deliverables produced up to that point.

6. Storage

6.1 Storage

If a project is completed but delivery, collection, or acceptance is delayed due to The Client’s scheduling or availability, ProtoGT will store the completed items for up to four (4) weeks from the date of written notice of completion at no cost.

a. If the delay continues beyond this period, ProtoGT may apply a reasonable storage charge to cover handling and space costs, based on the scale of the item: i. Small items or enclosures (e.g. desktop or control units): typically £25 per week ii. Medium systems or assemblies (e.g. benchtop or rig-mounted prototypes): typically £50 per week iii. Large systems or installations (e.g. full rigs or multi-unit builds): typically £100 per week b. ProtoGT will always notify The Client in writing at least seven (7) days before any storage charges begin and will work cooperatively to arrange collection, delivery, or installation as soon as practical. c. Where storage extends beyond twenty four (24) weeks without an agreed delivery plan, ProtoGT may issue the remaining project balance and, after further written notice, arrange for responsible disposal or repurposing of the stored items.

7. Intellectual Property

7.1 Pre-Existing Tools, Templates and Know-How

ProtoGT retains ownership of any pre-existing tools, templates, libraries, or know-how used during the project.

7.2 Project References and Marketing

ProtoGT may reference the project and use related materials for marketing and promotional purposes unless The Client designates them as confidential in writing.

7.3 Reuse of Background Elements

ProtoGT may reuse or adapt any background or non-confidential design elements, code, or techniques from the project in future work.

8. Limitations of Liability

8.1 Compliance, Warranties and Regulatory Use

Unless explicitly agreed in writing, any system provided by ProtoGT is not supplied with CE marking, guarantees, warranties, or certifications of compliance. ProtoGT does not warrant that the system is suitable for production use, commercial deployment, or any specific regulatory application unless such requirements are expressly included within the agreed scope of work.

8.2 Prototype Safety and Operation

ProtoGT cannot guarantee the safety, durability, manufacturability, or repairability of any prototype delivered. The Client is responsible for ensuring the system is operated safely, appropriately, and in accordance with any applicable regulatory or facility requirements. The prototype must only be operated by competent persons in a controlled environment.

8.3 Indirect, Consequential or Financial Damages

ProtoGT will not be liable for any indirect, consequential, or financial damages arising from the use or misuse of the prototype. In the event of delays, ProtoGT shall not be liable for damages other than any explicitly stipulated remedies (e.g. an agreed refund for non-completion).

8.4 Liability Cap and Site Insurance

ProtoGT’s total liability under this agreement shall not exceed the total fees paid by The Client for the relevant stage of work. Where ProtoGT undertakes testing, installation or commissioning work at the Client’s premises, such activities shall be carried out under the Client’s site insurance.

8.5 Causes of Damage or Delay

ProtoGT is not liable for damages or delays caused by, but not limited to:

1. Extenuating circumstances, including force majeure events.
2. Failure of the Client to provide necessary information, access, or resources.
3. Dependencies on third-party facilities, test centres, or external guidance.
4. Limitations inherent to prototyping processes, such as material availability, design iterations, or unforeseen technical challenges.

9. Force Majeure

9.1 Force Majeure

Neither party shall be liable for delays or failure to perform caused by events beyond reasonable control, including but not limited to natural disasters, pandemics, regulations, strikes, technical failures, or governmental actions. Timelines shall automatically extend for the duration of any force majeure event plus a reasonable recovery period, and ProtoGT shall not be liable for any resulting delay or cost increase.

10. Termination

10.1 Termination by Mutual Agreement

This agreement may be terminated at any time by mutual written consent of both ProtoGT and The Client .

10.2 Termination Due to Client Inactivity

If The Client suspends the project for more than 60 days without notice, ProtoGT may treat the project as terminated and invoice for work completed to date and any committed costs.

10.3 Termination Due to Insolvency

Either party may terminate this agreement with immediate effect if the other party becomes insolvent, enters into bankruptcy, or has a receiver or administrator appointed over its assets.

10.4 Effects of Termination

a. Upon termination, ProtoGT shall immediately cease work and provide The Client with any completed or partially completed deliverables in their current state. b. Any payment obligations incurred prior to termination shall remain enforceable. c. Termination shall not affect the rights or remedies available to either party for breaches occurring before the date of termination.

10.5 Survival of Terms

Clauses related to intellectual property, confidentiality, dispute resolution, and limitation of liability shall survive the termination of this agreement.

11. Dispute Resolution

11.1 Mediation

In the event of disputes, parties agree to first attempt mediation.

11.2 Arbitration and Jurisdiction

If mediation fails, disputes shall be settled through arbitration in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any disputes that cannot be resolved through arbitration.