Terms of Engagement

1. Statements of Work & Contract Structure

All technical engineering, fixed-price audit deliverables, DevSecOps infrastructure builds, and advisory services are executed pursuant to a binding Statement of Work (SOW) or electronic booking confirmation referencing these Master Terms. In the event of any conflict between the provisions of these Master Terms and an SOW, the specific terms of the executed SOW shall prevail for that specific engagement.

2. Non-Destructive Testing Warranty & Authorization

BuruOps conducts all architecture reviews, code security evaluations, and adversarial assessments with professional care and skill. We warrant that:

• Unless explicitly agreed in a specialized penetration test authorization letter, all assessments are conducted using non-destructive, read-only, or sandboxed methodologies designed to safeguard live production services from disruption or data loss.
• The client represents and warrants that it is the legal owner or authorized licensee of all networks, systems, cloud tenants, and repositories submitted to BuruOps for review, and has full legal capacity to authorize our examination under the Computer Misuse Act 1990.

3. Intellectual Property Rights Allocation

BuruOps respects client proprietary value and maintains a transparent division of intellectual property:

4. Mutual Non-Disclosure & Confidentiality

Each party agrees to hold all Confidential Information disclosed by the other party in strict confidence, applying at least the degree of care it applies to its own proprietary information, but in no case less than a reasonable standard of care:

• All client architecture diagrams, vulnerability findings, code samples, and credential fragments are treated as strictly confidential.
• All written audit reports are delivered via end-to-end encrypted transfer or PGP/KMS-sealed document vaults.
• Confidentiality obligations endure for a period of five (5) years following completion of the engagement, or indefinitely in respect of trade secrets.

5. Fees, Invoicing & Late Payment

All engagement fees are quoted in Pounds Sterling (GBP) exclusive of applicable UK Value Added Tax (VAT), which shall be charged at the prevailing rate where applicable.

Invoices are payable within fourteen (14) calendar days of invoice date unless otherwise specified in an SOW. In the event of late payment, BuruOps reserves the statutory right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% above the Bank of England base rate, alongside statutory compensation fees.

6. Limitation of Liability

Nothing in these Terms limits or excludes either party's liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability that cannot be excluded or limited by the laws of England and Wales.

Subject to the above, neither party shall be liable to the other for indirect, special, punitive, or consequential loss, loss of anticipated profits, or loss of business opportunity. The total aggregate liability of BuruOps arising out of or related to any engagement shall be strictly capped at 100% of the total fees paid by the client under the applicable SOW during the preceding twelve (12) months.

7. Ecosystem Entity Independence

Mtengwa Strategic Advisory, BuruOps Intelligence Lab, and allied ecosystem entities operate as distinct commercial and operational capabilities. Engaging BuruOps for technical engineering does not obligate the client to engage other advisory lines, nor does it create joint-venture liability among separate legal entities.

8. Governing Law & Dispute Resolution

These Terms, all Statements of Work, and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.