Terms of Engagement

These terms set out the basis on which you can enquire about a commission from Dopamine Engine, how we will respond, and the rules that apply once we have agreed to work together. They are part of the contract between you and us. Please read them before you send us an enquiry.

In these terms, “we”, “us” and “our” mean Dopamine Engine, a trading name of Dopamine Ventures Ltd, a company registered in England and Wales under company number 17196435, with its registered office at 167-169 Great Portland Street, 5th Floor, London W1W 5PF. “You” means the person, firm, or company sending us an enquiry or commissioning work from us.

1. How a commission is accepted

We accept commissions selectively. Submitting an enquiry through this site does not constitute acceptance and does not create a contract for services. We may accept or decline any enquiry at our absolute discretion, taking into account capacity, fit with our practice, the nature of the work, scope, and proposed fees. We are under no obligation to give reasons for declining.

A commission is only accepted, and a contract for services only formed, when we have issued a written engagement letter, scope of work, or Master Services Agreement and you have countersigned it. Until then, no work is committed, no fees are due, and either side is free to walk away.

2. The relationship before a commission is accepted

Between the time you send us an enquiry and the time a commission is either accepted or declined:

1. We will treat the contents of your enquiry as confidential in line with section 5 below.
2. Neither side acquires any intellectual property rights in anything shared during the enquiry.
3. Nothing in our response is a fee quote, a proposal, or a binding offer unless it is expressly described as such in writing.
4. Either side can withdraw the enquiry at any time, for any reason, without liability.

3. Scope of these terms

These terms apply to the application stage and to any short-form discovery, scoping, or feasibility work we may do with you before a full Master Services Agreement or Statement of Work is signed. Once a Master Services Agreement or equivalent engagement document is signed, that document governs the work. To the extent of any inconsistency, the engagement document prevails over these terms.

4. Our work and your responsibilities

If we do agree to work with you, we will do so with reasonable care and skill. You will provide us with the information, access, content, decisions, and approvals we reasonably need, on time. Where the work depends on materials, accounts, or systems controlled by you or by a third party, delays or failures in those things are your responsibility and may affect the timeline and the fees.

5. Confidentiality

Each side will keep confidential any non-public information about the other that it learns through the enquiry or any subsequent engagement, and will use that information only for the purpose of evaluating the enquiry or performing the engagement. This obligation continues for three years after the enquiry ends or the engagement terminates, whichever is later. It does not cover information that is already public, was already known to the receiving side without an obligation of confidence, is independently developed, or must be disclosed by law or by a regulator (in which case the disclosing side will, where lawful, notify the other in advance).

6. Intellectual property

Subject to payment of all fees properly due, on completion of a paid deliverable we will assign to you the intellectual property rights in the final deliverables we have created specifically for you, to the extent we own those rights and they are not subject to a third party’s licence. We retain ownership of (a) any pre-existing tools, code, design systems, frameworks, or know-how we use to produce the deliverables, (b) any general learnings we take from the engagement, and (c) any rights necessary to display the work in our portfolio (in summary form, behind a sensible confidentiality wall where appropriate).

7. Fees and payment

Fees, payment terms, and currency for any accepted commission will be set out in the engagement letter, scope of work, or Master Services Agreement. Unless that document says otherwise, fees are exclusive of VAT and other applicable taxes, which you pay in addition. Invoices are payable within fourteen days of the invoice date. Late payments accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work on any engagement where invoices are more than thirty days overdue, after giving you seven days’ written notice.

8. Limitation of liability

Nothing in these terms excludes or limits any liability that cannot lawfully be excluded or limited, including:

1. liability for death or personal injury caused by negligence, under section 65 of the Consumer Rights Act 2015 or section 2(1) of the Unfair Contract Terms Act 1977;
2. liability for fraud or fraudulent misrepresentation;
3. any other liability that cannot lawfully be excluded under the law of England and Wales.

Subject to the carve-outs above, and to the maximum extent permitted by law:

4. Neither side is liable to the other for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, or any indirect, consequential, or special losses, however arising.
5. Our total aggregate liability to you arising out of or in connection with the relevant deliverable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the fees actually paid by you to us in respect of that specific deliverable.

Where you bring more than one claim arising from the same or related circumstances, those claims are treated as a single claim for the purposes of the cap. Where the loss relates to work that has not yet been invoiced, the cap is the fees that would have been payable for the affected deliverable under the engagement document. Each deliverable carries its own cap; one deliverable’s cap is not aggregated with another’s.

9. Termination

Either side may terminate any engagement on thirty days’ written notice for convenience, or immediately on written notice if the other side commits a material breach that is not remedied within fourteen days of being notified of it, becomes insolvent, or stops trading. On termination, you will pay us for all work done up to the effective date of termination, including any non-cancellable costs we have committed to in good faith. We will hand over the work in progress, in the state it is in, on payment.

10. No partnership, agency, or employment

Nothing in these terms creates a partnership, joint venture, agency, employment, or franchise between us. Neither side has authority to bind the other.

11. Assignment

You may not assign, transfer, or subcontract any of your rights or obligations under these terms without our prior written consent. We may assign or transfer our rights to a successor in the business or a member of our corporate group with notice to you.

12. Force majeure

Neither side is in breach of these terms, nor liable to the other, for any failure or delay caused by events outside its reasonable control, including acts of God, war, terrorism, pandemic, government action, internet or power outages, or major third-party platform failures. The affected side will give prompt notice and use reasonable efforts to mitigate.

13. Variations

Any change to these terms or to a signed engagement document must be in writing and agreed by both sides. We may update these terms from time to time as they apply to new enquiries; the version on this page when you submit an enquiry is the version that applies to that enquiry.

14. Entire agreement

These terms, together with any engagement document we sign with you, are the entire agreement between us on their subject matter and replace all earlier discussions, representations, and arrangements. Neither side is relying on any statement or representation that is not expressly set out in writing.

15. Notices

Notices to us must be sent by email to hello@dopamineengine.com and by post to our registered office. Notices to you will be sent to the email address you have given us or to your registered or principal office.

16. Third parties

A person who is not a party to these terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.

17. Governing law and jurisdiction

These terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute.

How to contact us

By email: hello@dopamineengine.com.

By post: Dopamine Ventures Ltd, 167-169 Great Portland Street, 5th Floor, London W1W 5PF.