About our Sub-Consulting Agreement

Before you sign, here’s a quick plain‑English summary of the key terms:

  • Scope: You’ll deliver the services described in Schedule A. Any changes to scope, deliverables, timeline or fees must be agreed in writing (email is fine).

  • Customer “flow‑down”: Where relevant, you must comply with applicable end‑customer requirements (e.g., security/acceptance/policies) that we share with you, and you must not do anything that puts us in breach of our customer contract.

  • Fees & expenses: You invoice as agreed; invoices are payable within 30 days. Expenses are reimbursed only if pre‑approved (in Schedule A or in writing). Late payments accrue interest at 4% above NatWest base rate.

  • Independent contractor: You’re not an employee/agent of Ripe Apple or the customer, and you’re responsible for your own tax/NIC.

  • Confidentiality: Keep Ripe Apple/customer information strictly confidential, use it only for the engagement, keep it secure, and return/delete it at the end. Confidentiality survives termination (trade secrets indefinitely).

  • Data protection: If you process any personal data for the services, you act only on our documented instructions, maintain appropriate security, and notify us within 24 hours of any personal data breach.

  • Access to Ripe Apple systems (acceptable use): If we grant access to our tools (e.g. Google Workspace/Slack/Notion/HubSpot, etc.), you must keep credentials secure (no sharing), follow our security policies, not export data to unapproved places, not connect unapproved third‑party tools, and not upload confidential/customer/personal data into generative AI tools unless we approve in writing.

  • IP: Anything you create for the engagement (deliverables/work product) belongs to Ripe Apple. If you incorporate pre‑existing materials, you grant Ripe Apple a broad licence so we (and customers) can use the deliverables.

  • Non‑solicit / non‑circumvention: During the engagement and for a period after it ends, you must not bypass Ripe Apple to provide competing services directly to our/customer clients, and you must not poach Ripe Apple/customer personnel.

  • Warranties / indemnity / liability: You warrant you’ll perform with due skill and comply with law; you indemnify Ripe Apple for losses arising from breach, negligence, flow‑down breach, or IP infringement claims. Ripe Apple’s liability to you is capped (subject to standard carve‑outs).

  • Termination: Either party can terminate for convenience on 30 days’ notice, and immediately for material breach/insolvency. On exit you hand over work‑in‑progress and delete/return confidential info/personal data.

  • Legal: England & Wales law, escalation then optional LCIA mediation, English courts ultimately.

Revision 1.5