Terms of Business — Migration Services

We are transparent, collaborative, and committed to protecting your confidentiality. We will sign any reasonable NDA, and any intellectual property created specifically for you remains yours.

Please refer to working with us and privacy practices for additional information on our practices.

Our business model

Shared Responsibilities

We succeed together. This means active, open collaboration between your team and ours.

• You provide access to the right people – so we can explore context, align on goals, and inspect progress.
• We expect regular feedback and conversation – to keep work aligned and adaptive.
• You commit to decisions and follow-through – outcomes depend on timely action and focus.
• We share risks, insights, and discoveries – transparently and frequently.

When both sides are engaged, we make meaningful change happen.

Terms of Payment

• 50% due upon acceptance; 50% due 15 days after acceptance.
• A 5% discount is available for full payment upon acceptance.
• This project is non-cancellable but may be rescheduled without penalty.
• Satisfaction guaranteed, if standards aren’t met, we will refund your fee.
• Payment is accepted in GBP, USD, or EUR. Bank details are provided here.

Intellectual Property & Confidentiality

• All proprietary materials created specifically for you during the engagement are yours.
• General content, documents, tools, templates, and training materials remain the property of naked Agility Ltd.
• We grant you full rights to use what we deliver. Use, modify, and apply it however you need internally, but it may not be shared with another company or entity.
• We may involve trusted subcontractors under our direct supervision. All are bound by the same confidentiality and ethical standards.
• We are happy to sign your NDA. If you don’t have one, our standard mutual NDA applies:

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.

Restrictive Open Source Code

naked Agility Ltd agrees not to include, embed, provide, combine, or otherwise use Restrictive Open Source Code in any manner that results in such code being combined with, linked to, distributed with, or otherwise incorporated into any client software or client deliverables.

For the avoidance of doubt, the use of Restrictive Open Source Code by naked Agility Ltd in its own internal tools, systems, or processes is permitted, provided that such use:

• does not require the client to make any source code (including client software or third party software used by the client) available to any third party;
• does not impose any licensing obligations on the client or its software; and
• is not integrated with, nor forms part of, any client software or client deliverables.

“Restrictive Open Source Code” means software that is:

1. licensed under terms that require making modifications to the software, or any other software combined with the software, available to third parties in source code form;
2. licensed under terms that require any client software to be re-licensed under terms or conditions that conflict with the client’s licensing terms; or
3. licensed under terms that require any third party software included with client software to be licensed under terms or conditions that conflict with the respective third party licensing terms.

Restrictive Open Source Code also includes software for which the licence terms are unknown or cannot be verified.

Commercial Terms

We keep billing simple, clear, and consistent with our ethos: outcome-focused work, full transparency, and flexibility within agreed bounds. We minimise admin overhead, avoid surprises, and work with your finance team to make the process smooth.

Travel & Expenses

We keep travel lean, fair, and agreed in advance.

• Actuals, not guesswork – You’ll only be charged for real, necessary travel costs (flights, transport, lodging). We don’t markup expenses.
• Reasonable per diem – If actual receipts aren’t practical, we charge a standard per diem of 70 /day depending on location to cover incidentals.
• Return-home principle – Our consultants aim to return home on weekends unless the logistics or value of the work make that impractical. We’ll always discuss this openly.
• Billed with transparency – Travel and expenses are invoiced monthly or at the end of the engagement, whichever comes first.

This approach avoids complexity while ensuring you’re never surprised.

Invoicing

• naked Agility Ltd will issue electronic invoices that exclude taxes. Invoices are generated either upon completion of the engagement or monthly, depending on which occurs first.
• VAT (UK only): VAT is automatically applied to invoices in the UK.
• All invoices exclude local taxes unless agreed otherwise. If specific taxes must be represented on the invoice due to local legal requirements, notify us. We will send an updated invoice that reflects any necessary withholdings.
• Payments are due within 14 days of receiving the invoice (NET14). Following UK government guidelines for late commercial payments, late payments may incur interest at 8% above the bank base rate.

Engagement Pricing

Beyond the retainer, engagements are priced per engagement, because no two organisations are alike:

• Discrete pieces of work are fixed-price for a fixed timebox, agreed before work starts.
• Larger engagements are quoted from an initial piece of work: a fixed price based on evidence from your own organisation.
• Where the starting position is unclear, we begin with a fixed-price assessment; the work that follows is quoted from its findings.

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

Migration Rates

Although we typically deliver migrations under the timeboxed retainer model, we also offer fixed-price migration services for specific scenarios. Please contact us for a tailored quote based on your migration needs.

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 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.

For Azure DevOps per-project migrations, our standard pricing structure includes:

We are the creators and primary maintainers of the Azure DevOps Migration Tools that we use for many migrations. For complex migrations requiring custom tool development or significant adaptation, additional fees may apply based on the scope of work.

For GitHub or other systems please call.

Cancellation Policy

• All engagements are non-cancellable, but may be rescheduled without penalty.
• You are entitled to a full refund if we fail to meet the agreed standard.

Working Environment & Access

We work securely, independently, and with only the access needed to deliver outcomes.

• We bring our own gear – up-to-date, secured, and encrypted.
• We work in the cloud, primarily Office 365. If collaboration requires access, we’ll let you know.
• Minimal client-side access – only what’s necessary. Credentials are treated as confidential and never reused.
• We prefer automation-friendly access, such as API keys and service accounts, over manual logins.
• Revocable and auditable – you control access and visibility.
• We clean up on exit – credentials are deleted or returned at the end of the engagement.
• We don’t rely on client hardware or procurement – unless agreed otherwise, which may affect estimates.

This keeps delivery fast, secure, and focused, without unnecessary operational drag.

Account Provisioning and Access

NKD Agility consultants operate exclusively from NKD Agility–managed systems and do not use customer-provided email or calendars. We prefer Microsoft Entra ID Guest accounts for all collaboration and recommend avoiding on-premises Active Directory (AD) accounts except in limited, unavoidable cases, such as when access to your on-premises Team Foundation Server (TFS) is required as part of a migration. In such cases, AD accounts should be created without a mailbox and with minimal permissions. Full configuration and security requirements are detailed in our Communication & Security Setup Guide.

Security and Device Compliance

All NKD Agility systems are Microsoft Entra domain-joined with enforced encryption, updates, security policies, and antivirus. If you require us to access your cloud applications with additional security controls, please:

1. Add our domain to your cross-tenant access settings in Microsoft Entra ID.
2. Trust our Conditional Access policies for guest users across all relevant cloud apps, if you require multifactor authentication or compliant/hybrid-joined devices.

See instructions on Communication & Security Setup Guide.

Responsible AI & Agentic Systems

We use AI tools responsibly to accelerate insight, explore ideas, and support co-creation, but always with human agency and judgment at the centre.

• Human-led, AI-supported – Any AI used is there to support, not replace, our expertise and accountability.
• No client data is used for model training – Client information is never shared with public AI systems.
• You define boundaries – We follow your data, privacy, and security requirements.
• Agentic collaboration – We use AI to augment sensemaking, decision framing, and option shaping, always under transparent, human control.

We are committed to ethically sound and practically grounded use of AI in every engagement.

Security Incident Response Commitment

All incidents affecting client systems or data will be disclosed within 24 hours of discovery, with follow-up reporting as investigation continues.

Health, Safety & Duty of Care

We’re committed to safe and respectful collaboration, onsite and online.

• We follow medical and safety guidance, including local regulations on vaccinations, PPE, and working conditions.
• We will disclose vaccination status if required, and meet relevant public health standards before any onsite engagement.
• We comply with health and safety laws – including the UK Health and Safety at Work Act 1974 and similar legislation elsewhere.
• We assess risks where appropriate and work with you to mitigate them.
• You provide a safe working environment – When onsite, the client is responsible for ensuring reasonable physical safety for our team.

Limitation of Liability

We carry 1,000,000 professional indemnity insurance and operate under reasonable limits of liability. We are not liable for indirect or consequential loss. If there’s a concern, we’ll address it directly and transparently.

Warranties

naked Agility Ltd warrants that:

1. Original work
   Any materials expressly created for you during the engagement will be original to us or created using assets for which we hold the necessary rights.

2. Non-infringement (knowledge-based)
   To the best of our knowledge, work created specifically for you will not knowingly infringe the intellectual property rights of any third party.

3. Professional skill and care
   All services will be performed with reasonable professional skill, care, and diligence consistent with the nature of advisory and outcome-focused consultancy.

These warranties are limited to the services and materials we create directly. They do not apply to pre-existing materials, third-party platforms, client-provided systems, or outcomes that depend on client execution, decisions, or technical environments.

Except as expressly stated in this section, no other warranties, conditions, or guarantees (express or implied) are given.

Indemnity

naked Agility Ltd will indemnify and hold you harmless from any direct losses, costs, or reasonable legal fees arising from:

1. Breach of these terms
   A proven breach by naked Agility Ltd of the obligations set out in this agreement.

2. IP infringement claims related to our work
   A claim by a third party that materials created solely by naked Agility Ltd for you infringe that third party’s intellectual property rights.

This indemnity is subject to the following limits and conditions:

• It does not apply to claims arising from your data, systems, directions, or modifications.
• It does not cover indirect, consequential, or punitive damages.
• Our total liability under this indemnity will not exceed the fees paid for the engagement that gave rise to the claim or our professional indemnity insurance limit, whichever is higher.
• You must notify us promptly of any claim and allow us to manage the defence or settlement.

Issue Resolution

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

Final Notes

• All services are governed by the terms on this page.
• These terms are subject to change. The latest version is always the one published on this site.
• AI tools may assist legal and policy comparisons under strict privacy controls. No content is used for training or retained by the provider.

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