amber.systems professional services schedule

Version 2026-08-18 - last updated 18 August 2026

1. When this schedule applies

1.1 This Professional Services Schedule applies where an Order Form or Statement of Work incorporates it for consulting, advisory, engineering, architecture, implementation, research, training, documentation, assessment or similar professional services (Professional Services).

1.2 This schedule forms part of the Contract together with the General Terms of Business. Capitalised terms not defined here have the meanings given in the General Terms.

1.3 Security testing is additionally governed by the Security Testing Schedule and signed Rules of Engagement. Managed infrastructure, SaaS and API services, bespoke software development, software licensing, and ongoing support are governed by their applicable schedules where incorporated.

2. Scope and Statements of Work

2.1 The applicable Order Form or Statement of Work (SOW) should identify, as relevant:

• the objectives and scope of the Professional Services;
• Deliverables and acceptance criteria;
• assumptions, exclusions and Customer Dependencies;
• personnel, locations and working arrangements;
• milestones and estimated dates;
• Fees, rates, expenses and payment stages;
• any licences, assignments or publication rights applying to Deliverables; and
• any security, confidentiality, data-handling or regulatory requirements.

2.2 We are responsible only for work expressly included in the SOW. A discussion, workshop, demonstration, proposal or informal recommendation does not expand the agreed scope unless recorded through the Contract’s change-control process.

2.3 We may choose the methods, tooling and sequence used to perform the work, subject to the SOW, professional standards reasonably applicable to the engagement, and any documented safety or regulatory requirements.

3. Standard of performance

3.1 We will perform the Professional Services with reasonable care and skill, using personnel with experience reasonably appropriate to their assigned work.

3.2 Advice and recommendations are based on the information, access, assumptions, technologies and conditions available at the time. They may require review where circumstances, software versions, threat models, law, standards or business requirements change.

3.3 Unless the SOW expressly states a guaranteed outcome, we do not guarantee that advice will eliminate all risk, identify every issue, obtain a certification, satisfy a regulator, or achieve a particular commercial result.

3.4 We may use automated analysis, artificial-intelligence tools and reusable internal tooling as part of delivery where appropriate. We remain responsible for the Professional Services and will apply the confidentiality, security and data-processing controls in the Contract. Customer Content will not be submitted to a general-purpose model for provider training unless the Customer expressly agrees in writing.

4. Customer Dependencies

4.1 The Customer must provide timely and accurate information, access, decisions, approvals, test environments and personnel reasonably required by the SOW.

4.2 The Customer must identify material constraints that could affect our work, including regulatory requirements, change freezes, safety-critical systems, third-party restrictions, data classifications and internal approval processes.

4.3 We may rely on information supplied by or for the Customer without independently verifying it unless verification is expressly within scope or the information is obviously inconsistent.

4.4 If a Customer Dependency is delayed, incomplete or inaccurate, the timetable, assumptions and Fees may be adjusted under the General Terms. We are not responsible for an outcome caused by a dependency outside our control.

5. Personnel, location and access

5.1 Professional Services may be performed remotely or at a location stated in the SOW.

5.2 We may replace an assigned person with someone of reasonably comparable skill and experience. We will consult the Customer before replacing a named key person where practicable.

5.3 Where on-site work is agreed, the Customer must provide a safe working environment, reasonable facilities, and any access or induction needed. We may stop on-site work where conditions create a material health, safety, security or legal risk.

5.4 Access granted to our personnel must be limited to what is reasonably necessary. The Customer remains responsible for approving access and promptly revoking it when no longer required.

6. Timetable and milestones

6.1 Dates are estimates unless the SOW expressly states that a date is binding.

6.2 A milestone is complete when the corresponding work or Deliverable has been supplied in the form described in the SOW, subject to any acceptance procedure.

6.3 We will notify the Customer where we become aware of a material delay and will provide a revised estimate where reasonably possible.

6.4 A delay caused by the Customer, a third party, an agreed change, or an event outside our reasonable control will extend affected dates by at least the resulting delay and any reasonable remobilisation period.

7. Fees, time records and expenses

7.1 Professional Services may be charged on a fixed-fee, time-and-materials, retainer, milestone or other basis stated in the Order Form.

7.2 For time-and-materials work, Fees are based on time reasonably spent performing the work, preparing Deliverables, attending agreed meetings and dealing with matters arising from the engagement. We will provide reasonable time records on request.

7.3 A fixed fee covers only the assumptions and scope stated in the SOW. Work caused by a change, inaccurate assumption, additional dependency, repeated review cycle or Customer-requested rework is chargeable through change control.

7.4 Travel, accommodation, specialist tooling, licences and other expenses are chargeable only where permitted by the Order Form or approved in writing.

7.5 If the Customer cancels or postpones scheduled work at short notice, we may charge for non-refundable costs and time that could not reasonably be reallocated. Any cancellation charge should be stated in the Order Form or, if not stated, will be limited to our demonstrable loss.

8. Review and acceptance

8.1 Where the SOW includes acceptance criteria, the Customer must review the Deliverable within 10 Business Days after delivery, unless another period is stated.

8.2 The Customer may reject a Deliverable only by giving a written notice that:

• identifies the acceptance criterion not met;
• describes the material non-conformity in enough detail to reproduce or assess it; and
• is given within the review period.

8.3 A Deliverable is accepted when the Customer:

• confirms acceptance in writing;
• uses it in production or for its intended operational purpose, other than solely for acceptance testing;
• fails to give a valid rejection notice within the review period; or
• accepts a later milestone that materially depends on it.

8.4 A minor defect that does not materially prevent the agreed use is not grounds for rejection. We will correct a valid material non-conformity within a reasonable period and resubmit the affected item.

8.5 If no objective acceptance criteria are stated, delivery is complete when we provide the Deliverable substantially in the form described in the SOW.

9. Deliverables and intellectual property

9.1 Rights in Deliverables are governed by section 15 of the General Terms and any express designation in the SOW.

9.2 Unless the SOW identifies a Deliverable as an Assigned Deliverable, the Customer receives the licence in the General Terms after full payment. That licence includes the right to share a report or recommendation with the Customer’s affiliates, personnel, professional advisers, insurers, auditors and regulators for the Customer’s business purposes, subject to confidentiality and any third-party rights.

9.3 Provider Materials, methods, templates, reusable code, tooling, know-how and general improvements remain ours. The Customer receives the rights reasonably necessary to use any Provider Materials embedded in a paid Deliverable as part of that Deliverable.

9.4 The Customer must not remove a third-party licence notice or attribute third-party material to amber.systems.

9.5 Unless expressly agreed, we are not required to transfer working papers, internal notes, prompts, quality-assurance records, internal test harnesses or tooling used to create a Deliverable.

10. Customer use and implementation

10.1 The Customer is responsible for decisions made using the Professional Services and for validating a recommendation before implementing it in a production, regulated, safety-critical or high-impact environment.

10.2 Unless deployment is expressly within scope, the Customer is responsible for implementing recommendations and maintaining backups and rollback arrangements.

10.3 Where we implement a change, the Customer must provide an appropriate maintenance window, authorised approver and tested recovery path. We may refuse or pause a change that lacks an adequate rollback or presents an unreasonable risk.

11. Records and meetings

11.1 Either party may keep reasonable records of meetings and decisions. A meeting note or action log becomes binding only to the extent it accurately records an approval, instruction or change given by an authorised representative.

11.2 We will not record audio or video of a meeting without notifying participants, except where a platform clearly indicates recording and participants choose to continue.

12. Completion and handover

12.1 On completion, we will provide the Deliverables and handover material expressly stated in the SOW.

12.2 Reasonable clarification of a delivered item during the acceptance period is included. Further consultancy, implementation, training or support is chargeable unless included in the SOW or another schedule.

12.3 At the Customer’s request, we may provide additional transition assistance at the applicable rates, subject to availability.

13. Contact

Questions about this schedule may be sent to hello@amber.systems.