Terms of Service

Last updated: 22 June 2025

Welcome to DueDig! These terms and conditions outline the rules and regulations for the use of our website, located at duedig.co.uk.

1. Introduction

By accessing this website we assume you accept these terms and conditions. Do not continue to use DueDig if you do not agree to take all of the terms and conditions stated on this page.

These Terms of Service ("Terms") govern access to and use of the website duedig.co.uk (the "Site") and the technical due-diligence services (the "Services") provided under the brand DueDig by FL Labs Ltd, a company registered in England & Wales (No. 14689201) with its registered office at 17 Albion Road, Twickenham, TW2 6QJ, England, UK ("FL Labs", "we", "us", "our"). By visiting the Site or engaging the Services you ("Client", "you", "your") agree to be bound by these Terms.

If you do not accept these Terms, do not use the Site or engage our Services.

1. Definitions

Engagement Letter - the written agreement (including any Statement of Work) between FL Labs and Client describing a specific DueDig review, its scope, deliverables, fees and timetable.
Report - any written or oral findings delivered by FL Labs as part of the Services.
Confidential Information - all non-public information disclosed by either party that is marked or reasonably understood to be confidential, including code, business plans, customer data, the Report and these Terms.

2. Scope of Services

FL Labs will perform a red-flag technical due-diligence review of the target entity ("Target") as described in the Engagement Letter.
The Services are advisory in nature; they are not an audit, penetration test, legal opinion or guarantee of future performance.
FL Labs' duty of care is owed solely to the Client and only for the specific Engagement described. Third parties may not rely on any Report without FL Labs' prior written consent and payment of a reliance fee.

3. Confidentiality (Non-Disclosure)

Each party shall:
1. keep the other party's Confidential Information in strict confidence;
2. use it only for the purpose of performing or receiving the Services;
3. restrict disclosure to employees, advisors and subcontractors who have a need to know and are bound by equivalent obligations.
The obligations in this section survive indefinitely and do not apply to information that is or becomes public other than through breach, or is required to be disclosed by law or court order (provided reasonable advance notice is given where lawful).

4. Fees and Payment

Fees are set out in the Engagement Letter and are payable in GBP (or USD equivalent) within 7 days of invoice.
FL Labs may suspend delivery of the Report for overdue invoices.

5. Intellectual Property

FL Labs retains all intellectual-property rights in its methodologies, templates and tooling.
Upon full payment, FL Labs grants the Client a non-exclusive, non-transferable licence to use the Report internally for investment decision-making.

6. Warranty Disclaimer

The Site and Services are provided "as is" and "as available." To the fullest extent permitted by law, FL Labs disclaims all warranties, express or implied, including fitness for a particular purpose and non-infringement. FL Labs does not warrant that the Report will identify every defect or that the Target will achieve any future result.

7. Limitation of Liability

Aggregate Cap - Fees Paid. FL Labs' total aggregate liability (whether in contract, tort, negligence or otherwise) arising out of or in connection with an Engagement shall not exceed the total fees actually paid by the Client for that Engagement.
Exclusion of Consequential Loss. In no event shall FL Labs be liable for any loss of profit, loss of business, loss of goodwill, indirect, special, incidental, punitive or consequential damages, even if advised of the possibility of such damages.
Nothing in these Terms limits liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability which cannot be excluded at law.

8. Indemnity

Client agrees to indemnify and hold harmless FL Labs against claims by third parties arising from (i) Client's unauthorised disclosure of the Report, or (ii) materials supplied by Client that infringe third-party rights.

9. Termination

Either party may terminate an Engagement Letter on written notice if the other materially breaches these Terms and fails to cure within 10 days. Sections 3 (Confidentiality), 5 (IP), 6 (Disclaimer), 7 (Liability) and 11 (Governing Law) survive termination.

10. Use of the Site

You agree not to misuse the Site or attempt to gain unauthorised access to our systems.
We may modify or discontinue the Site at any time without liability.

11. Governing Law & Jurisdiction

These Terms and any dispute arising out of them are governed by the laws of England & Wales. The courts of London, England have exclusive jurisdiction.

12. Miscellaneous

Amendments. We may update these Terms from time to time; the latest version will be posted on the Site with the effective date. Continued use of the Site or Services after changes constitutes acceptance.
Entire Agreement. These Terms together with any Engagement Letter form the entire agreement between the parties and supersede all prior understandings.
Severability. If any provision is held invalid, the remaining provisions remain in effect.
Waiver. Failure to enforce any provision is not a waiver of future enforcement.
Assignment. Client may not assign rights or obligations without FL Labs' prior written consent.
Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control.

10. Contact Information

If you have any queries regarding any of our terms, please contact us at [click to reveal email].

For questions about these Terms, please email [click to reveal email].