Terms of Business — Migration Services

Terms of Business for migration services provided by NKD Agility Ltd.

These terms apply to all migration services delivered by naked Agility Ltd: assessments, guided migrations, managed migrations, and rescue engagements. Acceptance of a proposal, booking confirmation, or invoice constitutes agreement to these terms.

If you have any questions, contact clientservices@nkdagility.com .

Pricing

Migration engagements are priced per engagement, because no two estates are alike:

  • Assessments are fixed-price, agreed before work starts.
  • Guided and managed migrations are quoted from the assessment pilot: a fixed scope and price based on evidence from your actual data.
  • Rescue engagements begin with a fixed-price state assessment; recovery work is then quoted from its findings.

All prices are in GBP and exclusive of VAT unless otherwise agreed.

Terms of Payment

  • A deposit is required to secure engagement dates. The deposit is deducted from the final invoice.
  • The remaining balance is due per the payment schedule in the proposal, unless otherwise agreed in writing.
  • A 5% discount is available for full payment upon acceptance.
  • Payment is accepted in GBP, USD, or EUR.
  • Invoices exclude VAT. VAT is applied automatically to UK invoices.
  • Payments are due within 14 days of the invoice date (NET14). Late payments may incur interest at 8% above the Bank of England base rate, in line with UK government guidelines for late commercial payments.

Cancellation & Rescheduling

  • All bookings are non-cancellable once confirmed.
  • Dates may be rescheduled without penalty, subject to availability.
  • If NKD Agility is unable to deliver the engagement as agreed, you are entitled to a full refund of any deposit or prepayment.
  • Satisfaction guarantee — if the engagement fails to meet the agreed standard, we will refund your fee.

Access, Data & Client Responsibilities

  • Migration work requires access to your source and target systems. You are responsible for providing the agreed access, permissions, and service accounts in time for the scheduled work; delays in access may move the schedule.
  • Your data remains your property at all times. We process it only for the purpose of the engagement, and hand back or destroy working copies at the end of the engagement as agreed in the proposal.
  • You are responsible for maintaining backups of source systems before migration work begins; we will not start a destructive step without confirming a restore point exists.

Travel & Expenses (Onsite Work)

Travel and expenses are charged at cost and agreed in advance.

  • Actuals only — you are charged for real, necessary costs (flights, transport, accommodation). We do not mark up expenses.
  • Per diem — where actual receipts are not practical, a standard per diem of £70/day applies for incidentals.
  • Travel time — onsite travel time is charged at the relevant day rate, exclusive of Travel & Expenses costs.
  • Travel and expenses are invoiced at the end of the engagement or monthly, whichever comes first.

Intellectual Property & Confidentiality

  • The Azure DevOps Migration Tools are open source under their published licence; nothing in an engagement restricts your rights under that licence.
  • Engagement-specific configurations, scripts, and documentation created expressly for your organisation are yours to use internally.
  • Our pre-existing methods, templates, and tooling remain the property of naked Agility Ltd.
  • We treat all information you share with us as confidential. We will sign any reasonable NDA.

Each party agrees to keep confidential any information marked as confidential or which would reasonably be considered confidential. Confidential information may be disclosed to employees and subcontractors bound by equivalent confidentiality obligations. Disclosure is permitted when required by law or with prior written consent.

Health, Safety & Onsite Duty of Care

  • We comply with all applicable health and safety legislation, including the UK Health and Safety at Work Act 1974.
  • We follow local public health guidance for onsite delivery.
  • When working onsite, the client is responsible for providing a safe working environment for our people.

Limitation of Liability

We carry £1,000,000 professional indemnity insurance. We are not liable for indirect or consequential loss. Our total liability for any claim is limited to the fees paid for the engagement that gave rise to the claim, or our professional indemnity insurance limit, whichever is higher.

Warranties

naked Agility Ltd warrants that:

  1. Original work — deliverables created specifically for you will be original or created using assets for which we hold the necessary rights.
  2. Non-infringement — to the best of our knowledge, bespoke deliverables will not knowingly infringe third-party intellectual property rights.
  3. Professional skill and care — all services will be delivered with reasonable professional skill, care, and diligence.

These warranties do not apply to pre-existing third-party content or to outcomes that depend on client-side actions after delivery.

Issue Resolution

If an issue arises, we commit to open, respectful dialogue to resolve it promptly. Legal action is always a last resort.

Final Notes

Not sure what your migration actually needs?

Most migrations fail in the planning, not the execution. Tell me where you are today, where you need to be, and what you've already tried. I'll tell you honestly what it will take. If a simpler path fits, I'll point you at it. And if we do work together and the engagement fails to meet the agreed standard, we refund your fee.

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