Terms and Conditions
These terms and conditions govern Services supplied by Alex Matthews, a sole trader trading as AIM Development (the Developer), to the Client identified in the accepted quotation or work order. AIM Development is a trading name, not a separate company. The Developer's geographic business address and contact details are published on the Contact page and shall also be supplied in the quotation or work order before the Contract is formed. The general notice and contact email is
Contact details and business address
These terms apply only where incorporated into the relevant Contract. Publication alone does not amend an existing Contract; changes require agreement under clause 20.
1 Definitions
In these terms and conditions, unless the context otherwise requires, the following expressions have the following meanings:
‘Acceptance Date’ the date on which the relevant separately delivered software, release or agreed deliverable is accepted under clause 7.3 or deemed accepted under clause 7.5. Acceptance of one part does not establish the Acceptance Date of another part. For a discrete hourly task not producing software, completion or acceptance is recorded in the agreed work record or written confirmation. An invoice alone does not constitute acceptance.
‘Acceptance Tests’ the tests specified in these terms and conditions and/or such other tests as may be agreed in writing between the Client and the Developer
‘Additional Services’ any additional services requested by the Client to be provided by the Developer as set out in Schedule 5
‘Change Request’ a request for a change made by the Client or the Developer
‘Confidential Information’ shall include, but not necessarily be limited to, all information which is not publicly known including the business, finances, technology trade secrets, and any other commercially sensitive information of either party regardless of its nature
‘Contract’ means the agreement for the relevant Services and Licence formed under clause 2, comprising these terms and the quotation, work order, specifications, processing particulars and any variations expressly incorporated into it, subject to the priority in clause 18.2.
‘Development Services’ the software development, procurement, consulting and computer programming services required to produce the New Software
‘Documentation’ the documentation set out in Part 2 of Schedule 1
'Hourly Rate' the rate per hour agreed in the accepted quotation, work order or written correspondence for Hourly Work. 'Hourly Work' means Services expressly agreed to be charged for time spent at the Hourly Rate, also called time-and-materials work. 'Fixed-Price Work' means Services for which the parties expressly agree a fixed price for a defined scope. A reference to a Contract includes either type of work; these are pricing categories, not different legal statuses.
‘Implementation Plan’ the timing and sequence of events agreed between the Client and the Developer for the performance of these terms and conditions, as set out in Schedule 2
‘Intellectual Property Rights’ all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trade marks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world
‘Licence’ the licence granted by the Developer to the Client pursuant to clause 10
‘Licence Restrictions’ means those restrictions on Client’s use of the New Software set out in Schedule 1 Part 4.
‘Payment Schedule’ the payment schedule set out in Schedule 3
‘Planned Acceptance Date’ the date specified in the Implementation Plan on which the New Software is intended to be accepted by the Client in accordance with these terms and conditions
‘Price’ the price for the provision of the New Software, the Licence and the Documentation set out in Schedule 3 Part 1
‘Project’ the development, delivery and testing of the New Software and supply of Services
‘Rates’ the rates set out in Schedule 3 Part 2
‘New Software’ the software being developed or customised by the Developer for the Client, details of which are set out in the Specification, including any enhancements and modifications made
‘Services’ means Development Services and Additional Services and other services to be purchased by the Client from Developer under a Contract.
‘Source Software’ the existing software, libraries, tools and components identified in Schedule 4 upon which the New Software is to be developed. Intellectual Property Rights in the Source Software belong to the Developer, except to the extent that a transfer to the Client has been requested during initial discussions and expressly agreed in accordance with clause 11.1. Source Software excludes software and other materials already owned by the Client or a third party; ownership of those materials is not transferred to the Developer by these terms and conditions.
‘Specified System’ the configuration of computer or computers, including operating systems and/or other software and interfaces, on which the New Software is to function as specified in Part 3 of Schedule 1
‘Specification’ the specification of the New Software set out in Part 1 of Schedule 1
‘System’ collectively the Specified System and the New Software
‘Warranty Period’ means the period of three calendar months after the relevant Acceptance Date for the additional Fixed-Price Work warranties in clauses 9.1.2 and 9.1.3. The separate correction obligation in clause 9.6 is not limited to this period.
Working Day means Monday to Friday excluding bank holidays in England and Wales. Calendar-day periods and the hosting renewal deadline are not restricted to Working Days.
2 Background and Acceptance of Order
2.1 The Client wishes to purchase certain Services as set out in the Specification or as described in Developer’s quotation and offers to purchase these Services subject to these terms and conditions.
2.2 The Developer may accept or decline the Client's order. Acceptance shall be notified in writing, identifying the scope, price or Hourly Rate and incorporated documents agreed by the Client. The Developer is not obliged to start work until acceptance and receipt of any agreed advance payment. If the Developer proposes a different Specification, Price or other material term before acceptance, it is a revised proposal and requires the Client's written agreement; it does not bind the Client merely because the Developer issues an acceptance or invoice. Changes after formation are governed by clauses 6 and 20.
2.3 Where the Developer agrees to supply Services, those Services are supplied under a Contract incorporating these terms and conditions. The accepted quotation, work order or written correspondence shall identify the scope and pricing category in accordance with clause 2.4.
2.4 Before work starts, the parties shall record whether each engagement or separately identified phase is Hourly Work or Fixed-Price Work. The record must identify the Services, the agreed Hourly Rate or fixed price, any authorised budget or spending limit, and the Client representative authorised to approve work. A Contract may contain both categories, but they must be identified separately. A quotation or estimate is not a fixed-price commitment unless it expressly states that it is a fixed price for a defined scope. If the pricing category is unclear, the Developer shall obtain written agreement before starting the affected work. Operational approvals under this clause and clause 6 may be given by email by the authorised representatives.
3 The Project
3.1 The Developer shall provide the Client with Development Services for the purpose of creating the New Software as detailed in the Specification; install and test the New Software on the Specified System; provide the Documentation and carry out any Additional Services agreed by the parties.
3.2 The Developer shall carry out the obligations set out in clause 3.1 in accordance with the Implementation Plan.
3.3 The accepted Specification or work order shall identify the delivery method: for example, compiled software, an installable package, deployment of an interpreted application, source files needed for the agreed installation, or access to an agreed hosted service. Only the delivery, access and Documentation expressly included are owed; source code is supplied where agreed or necessarily included in that delivery method. Hosted access does not itself promise a separate transferable installation or source-code handover. Delivery of source code does not transfer Intellectual Property Rights. Requests for ownership must be made and expressly agreed under clauses 11.1 and 11.3; the licences and ownership rules in clauses 10 and 11 continue to apply.
3.4 The Developer shall license the New Software to the Client in accordance with clause 10.
3.5 Training, support, maintenance and hosting must be expressly identified in an accepted quotation, work order or service schedule. They are not included automatically in development fees. Hosting is governed by clause 15.5 unless expressly varied in signed writing; any additional service commitments and operational responsibilities must be recorded before the relevant Services start. An annual hosting term does not itself extend a development defect-correction warranty, without prejudice to the duties applicable to the hosting Services themselves.
4 Personnel
The Developer shall ensure that all of its personnel engaged in the Project:
4.1 have the necessary skills, expertise and diligence to undertake such work.
4.2 comply with the provisions in these terms and conditions relating to Confidential Information.
5 The Client’s obligations
The Client shall:
5.1 deliver any existing software and other materials that the Client has agreed to supply for the Project in a form suitable for the Developer to carry out the Development Services, and ensure that the Client has the necessary rights and permissions to provide them and authorise their use for the Project;
5.2 provide, without additional charge to the Developer, reasonably necessary and authorised access to the agreed systems, information and facilities. Access shall use appropriate security controls and agreed access arrangements; the Client is not required to provide unrestricted system access, office accommodation or secretarial services unless expressly agreed;
5.3 ensure that its employees and other independent contractors co-operate reasonably with the Developer and its employees in carrying out the Project;
5.4 promptly furnish the Developer with such information and documents as it may reasonably request for the proper performance of its obligations under these terms and conditions; and
5.5 ensure that its representative is available as reasonably required by the Developer; and
5.6 obtain all necessary consents and permissions required before the commencement of the Services.
6 Change control
6.1 If either party identifies a requirement for a change, a Change Request will be sent to the other party detailing the change requirements. If sent by the Developer, the Change Request shall state the effect such a change shall have on the New Software, the Implementation Plan and the Price. If sent by the Client, the receipt of the Change Request by the Developer will constitute a request to the Developer to state in writing the effect such a change shall have on the New Software, the Implementation Plan and the Price. The Developer shall use all reasonable endeavours to supply the necessary details within 10 working days from receipt of the Change Request or such other period as may be agreed.
6.1.a For Hourly Work, the parties need not use a formal Change Request form. The Client must authorise the additional or altered work in writing, including by email, and the Developer shall record its scope, applicable Hourly Rate and any agreed spending limit. Changes, investigations, testing, maintenance and further development are charged for time spent, subject to the defect-correction exception in clause 9.6. A request for an investigation does not guarantee that a particular outcome can be achieved within an estimate.
6.1.b Estimates for Hourly Work are forecasts, not fixed prices or spending limits, unless expressly agreed otherwise. The Developer shall keep reasonable time records, provide a summary on request and notify the Client promptly if an estimate is likely to be materially exceeded. The Developer shall not exceed an agreed spending limit without the Client's written approval and may pause the affected work while awaiting approval. For Fixed-Price Work, the agreed price applies only to the agreed scope; a change to that scope and any resulting price or timetable adjustment must be approved under this clause before implementation.
6.2 For Fixed-Price Work, a Change Request shall state the additional fixed price or, if the parties prefer, identify the change as separately authorised Hourly Work at an agreed Hourly Rate. Approval of one hourly change does not convert the remainder of a fixed-price project into Hourly Work. The Specification, Price and Implementation Plan shall be updated to reflect agreed changes. Corrections owed under clause 9 are not additional scope changes.
6.3 The Developer shall not implement any changes unless instructed to do so by the Client.
6.4 The Developer may charge for substantial investigation or assessment of a requested change only after the Client has approved the scope, rate or fee and any spending limit in writing. The Developer shall distinguish an investigation from an undertaking to implement or resolve the issue. Assessment or correction owed without further charge under clause 9 is not chargeable under this clause.
7 Acceptance tests
7.1 The parties shall agree proportionate acceptance tests or review criteria for each separately delivered release, task or other deliverable. The accepted work order shall identify any agreed testing timetable and longer review period.
7.1.a For Hourly Work, task and review records may be agreed by email. Payment is for time properly spent on authorised work, rather than conditional on completion or acceptance of an entire project. Review does not convert an estimate into a fixed-price or guaranteed-outcome commitment, or remove the duties in clauses 9.1 and 9.6.
7.2 The Developer shall use reasonable endeavours to meet the agreed delivery timetable. When a deliverable is actually ready for review, the Developer shall send written notice identifying it and its version, supply the agreed criteria and reasonably necessary access or materials, and explain any deemed-acceptance consequence under clause 7.5. The review period starts on the first Working Day after all these requirements have been met, not from an earlier forecast or advance warning. Unless a longer period is expressly agreed, it lasts ten Working Days, counting that first Working Day as day one.
7.3 The Client shall review the deliverable during that period and confirm acceptance when it meets the agreed criteria. Any rejection must identify a material failure against those criteria with sufficient details for investigation. Minor issues which do not materially affect the agreed functionality do not justify rejecting the whole deliverable; outstanding corrections remain subject to clause 9. Acceptance and the relevant version shall be recorded in writing, including email.
7.4 On a valid material rejection, the Developer shall be given a reasonable opportunity to investigate and correct the failure, taking account of its seriousness, complexity and the agreed scope. A correction owed under clause 9 is not chargeable; other authorised Hourly Work remains chargeable under the agreed pricing rules. The parties shall agree a reasonable correction timetable. The affected acceptance process pauses while correction is undertaken. A fresh review period under clause 7.2 begins when the corrected deliverable is resubmitted with the required notice and access, unless the parties agree a different reasonable retest period in writing. Repeating an unchanged test before a reasonable correction opportunity does not count as a new failed retest.
7.5 Live operational use of a separately delivered part, other than an agreed trial, pilot or acceptance test, constitutes acceptance of that part only. Otherwise, if the Client neither confirms acceptance nor reports a material failure within the review period calculated under clause 7.2 or 7.4, the identified deliverable is deemed accepted at the end of that period. A timely notified material failure prevents deemed acceptance of the affected part while unresolved; merely resending the original notice does not restart or override a valid rejection. Acceptance does not waive a notified defect, accept undelivered parts, or remove accrued rights, clause 9.6 or mandatory legal remedies.
7.6 If an initial valid material rejection is followed by three failed retests of the affected deliverable, each after a reasonable correction opportunity under clause 7.4, and the material failure is attributable to the Developer rather than the Client, the Client may terminate the affected deliverable or service by written notice identifying the continuing failure. This specific right does not require an additional 30-day remedy period under clause 15.2. Termination extends to other parts of the development engagement only where they cannot reasonably operate independently and the failure substantially defeats their agreed purpose. Unaffected hosting, services and paid licences continue under their terms. Fees, refunds and exit arrangements are governed by clauses 15.3 to 15.6; acceptance failure does not create an automatic right to a refund of all fees for unrelated or properly performed work. Other termination rights under clause 15 and mandatory law remain available.
7.7 Delivery targets are subject to clause 31; this does not disapply the review periods, correction process or express termination rights in this clause.
8 Representatives and progress meetings
8.1 Each party shall identify its authorised representative and contact details when the Contract is formed, including where formed by email. That representative may give the operational approvals permitted by the Contract and shall coordinate information and decisions. Each party shall notify the other in writing of a replacement.
8.2 Reporting and progress meetings shall be proportionate to the scope and duration of the engagement and recorded in the accepted work order. Unless otherwise agreed, a continuing fixed-price development project will have monthly progress reviews; a short hourly task does not require a separate monthly minuted meeting. The parties shall keep a reasonable written record of material decisions, approvals and changes.
9 Standard of service, warranties and further work
9.1 The Developer shall perform all Services with reasonable care and skill. The additional warranties in clauses 9.1.2 and 9.1.3 apply to Fixed-Price Work only, unless the parties expressly agree otherwise in writing.
9.1.a Hourly Work carries no separate, included defect-correction warranty or fixed-price completion commitment. Subject to clause 9.6, time spent investigating, altering, testing, maintaining or rectifying Hourly Work is chargeable at the agreed Hourly Rate, including work requested after delivery. This is a pricing rule, not an exclusion of the duty to exercise reasonable care and skill or of liability for breach of that duty.
9.1.1 The Developer warrants that it is entitled to enter into the Contract and grant the Licence, subject to the disclosed rights and licence terms of third-party components.
9.1.2 For Fixed-Price Work, the New Software shall perform substantially in accordance with the agreed Specification on the Specified System. Minor errors that do not materially affect that performance do not constitute a breach of this additional warranty.
9.1.3 For Fixed-Price Work, any Documentation expressly included in the Specification shall provide adequate instructions for the agreed operation and use of the New Software.
9.2 The additional Fixed-Price Work warranties do not cover a failure to the extent caused by Client-supplied information or materials, unauthorised modifications, use outside the agreed Specification, or changes to third-party software, interfaces, hardware or the operating environment outside the Developer's agreed responsibilities. These exclusions do not excuse a failure caused by the Developer's breach of the Contract or failure to exercise reasonable care and skill.
9.3 For Fixed-Price Work, the Developer shall promptly take reasonable steps at its own expense to remedy a breach of clauses 9.1.2 or 9.1.3 notified in writing during the Warranty Period. The Warranty Period is the three-month period defined in clause 1. The expiry of this additional warranty does not extinguish an accrued claim for breach of contract or the obligations in clause 9.6.
9.4 The additional Fixed-Price Work warranty is for the Client and any permitted assignee under clause 22. It does not extend the agreed scope of the Services or require new features, enhancements or adaptations to a changed environment.
9.5 Support, maintenance, changes and further development outside the agreed fixed-price scope or applicable correction obligations are supplied only when authorised and are charged as Hourly Work unless separately quoted and accepted as Fixed-Price Work. No ongoing support service is included merely because software has been delivered.
9.6 For both pricing categories, no additional charge is made for correction that the Developer is legally required to provide without further charge. In addition, on becoming aware of an AIM-attributable defect or failure in a deliverable or Service supplied by it that arose before acceptance or within 180 days afterwards, the Developer shall take reasonable steps to remedy or rectify it at its own expense. The Developer may choose a reasonable method of correction or re-performance that achieves the agreed requirements; this does not promise an upgrade, new functionality, immediate resolution or ongoing maintenance. Any longer correction period must be expressly agreed in the Contract. The Client shall notify the Developer promptly after discovery and provide reasonable evidence, access and cooperation. The 180 days identify when the defect or failure arose, not a notification deadline extinguishing accrued rights. This is a defined contractual obligation: insurance conditions do not themselves expand it or create additional Client rights, and insurance cover is not guaranteed. Other remedies and monetary claims remain subject to clause 14 where lawful.
9.6.a An AIM-attributable defect or failure means a fault caused by the Developer's work or breach in the relevant delivery or Service, assessed against the requirements, authorised task, agreed environment and delivery version applicable when supplied. For Hourly Work, those records identify the work authorised; an estimate is not a fixed-price or guaranteed-outcome promise. New preferences, enhancements, changed requirements, additional scope and faults caused by client or third-party changes outside the Developer's responsibility are not included merely because they concern the same application. Where causes are mixed, the Developer is responsible only to the extent attributable to its work or breach, without excluding mandatory rights. A proportionate investigation may be charged only with the Client's prior authorisation under clause 6; if it identifies a correction owed without charge, investigation charges reasonably attributable to that correction shall be credited. The Client is not required to buy an investigation before the Developer considers a reasonably substantiated report of its own defect. Nothing excludes legally required correction.
9.7 Nothing in this clause excludes or restricts a statutory right or remedy that cannot lawfully be excluded or restricted. A claim for loss or damages remains subject to clause 14 to the extent permitted by law.
10 Licence
10.1 Subject to any expressly agreed Licence Restrictions, the Developer grants the Client a non-exclusive licence to use the New Software and Documentation for the Client's business purposes described in the Specification or accepted work order. The licence becomes perpetual for the relevant delivered software when all development and licence charges attributable to that delivery have been paid. For Hourly Work, this means the authorised time charges attributable to that delivery, not charges for unrelated work or future services. Before those charges are paid, the Client has a temporary licence for agreed testing, evaluation and any expressly authorised live use. No additional discretionary approval is required for the paid licence to take effect.
10.2 Permitted users include the Client's employees, contractors, professional advisers and hosting or support providers acting for it, together with the members, customers, public users and other external users contemplated by the agreed purpose of the application. External access to an application does not grant a right to extract, sell or independently license its underlying software. The Client shall take reasonable steps to ensure that access is appropriate and that those acting on its behalf comply with the applicable licence and confidentiality restrictions.
10.3 Within the agreed purpose, the Client may install and operate the software on hardware or hosted infrastructure owned, leased or lawfully used by it or its service providers, and make copies reasonably required for production, testing, backup, disaster recovery and replacement systems. Any agreed limits on users, sites or instances remain applicable. Third-party and open-source components remain subject to their own applicable licence terms. Source-code delivery and copyright ownership are separate matters governed by clauses 3.3 and 11.
10.4 A paid perpetual licence survives completion or termination of the development Contract and the ending or suspension of separate hosting or support services. The Developer may terminate that licence for a material breach of the Licence only after written notice identifying the breach and allowing 30 days to remedy it, where capable of remedy. Non-payment of unrelated hosting, support or other work does not itself revoke a paid perpetual software licence. Transfer of the Licence is permitted only in accordance with clause 22.
10.5 Nothing in the Licence prohibits an act permitted by applicable law where the right to perform that act cannot lawfully be excluded or restricted by contract.
11 Proprietary Rights
11.1 The Intellectual Property Rights in the Source Software (including its source and object code) and related Developer-owned materials and documentation shall remain the property of AIM Development (the Developer), unless the Client requests a transfer of specified rights during initial discussions, before the Contract is formed, and the Developer expressly agrees to that transfer in a written agreement signed by or on behalf of the Developer before the Contract is formed. That agreement must identify the rights to be transferred and the terms of the transfer. A request alone, payment for development, or delivery of source code does not transfer ownership. No rights in software or materials already owned by the Client or a third party are transferred to the Developer under this clause. The Client shall notify the Developer promptly if it becomes aware of any unauthorised use of the Source Software.
11.2 Client Materials means software, documents, designs, branding, records, data and other materials supplied by or on behalf of the Client or already owned by it. AIM Technology means the Developer-owned Source Software and reusable libraries, tools, frameworks, components, methods and utilities created before or independently of the Project or developed during it for reuse. Project Deliverables means the New Software and Documentation created specifically for the Project, excluding Client Materials, AIM Technology and third-party materials. Rights in Client Materials remain with the Client or their existing owners. Rights in AIM Technology and Project Deliverables remain with the Developer unless specified Project Deliverables are expressly assigned under clause 11.3. A feature being distinctive or unique to the Client does not itself transfer copyright. The Client grants the Developer only the rights to use Client Materials reasonably required to perform the Contract, subject to confidentiality and clause 17; nothing in this clause assigns ownership of personal data or permits its use outside applicable law.
11.3 If the Client requests ownership of specified Project Deliverables during initial discussions, before the Contract is formed, any assignment must be expressly agreed in a written agreement signed by or on behalf of the Developer before the Contract is formed. The agreement must identify the deliverables and rights assigned, the consideration, the effective date and any payment conditions. An accepted Specification may record the assignment only if it meets those signed-writing requirements; a request, payment or source-code delivery alone does not assign copyright. AIM Technology and third-party materials are excluded from an assignment unless the signed agreement expressly identifies Developer-owned items to be assigned. To the extent retained AIM Technology is incorporated in or necessary to use delivered software, the Client receives the rights reasonably necessary to use it for the agreed purpose under clause 10, subject to the applicable payment conditions. Third-party and open-source materials remain subject to their own licences, which the Developer shall identify where relevant to the Client's use or distribution. The Developer may reuse its retained AIM Technology and general knowledge and skills, subject to confidentiality and data protection obligations. No right to reuse or license assigned Project Deliverables, reproduce Client Materials or disclose confidential client information is implied; any licence back of assigned rights must be expressly recorded in the signed agreement.
11.4 Subject to the exclusions and aggregate financial cap in clause 14, the Developer shall indemnify the Client against compensatory damages and reasonable legal costs awarded against the Client by a final judgment, or payable under a settlement approved in writing by the Developer and, where required, its insurer, arising directly from a third-party claim that software created and supplied by the Developer under the Contract unintentionally infringes copyright, design rights, trade marks or moral rights, or constitutes passing off, when used as authorised by the Contract. This is a limited intellectual property indemnity, not an indemnity against every loss arising from use or possession of the software.
11.4.1 The indemnity does not apply to the extent that the claim results from materials, code, designs or instructions supplied by or on behalf of the Client; a modification not made or authorised by the Developer; combination with an item not supplied, required or approved by the Developer where the claim would not otherwise have arisen; use outside the agreed purpose or in breach of applicable licence terms; or continued use after a reasonable non-infringing alternative or lawful instruction to cease the affected use has been provided. These exclusions do not remove liability otherwise arising from the Developer's own breach, subject to clause 14.
11.4.2 No indemnity is given for patent infringement, fines, penalties, punitive or exemplary damages, or claims pursued under the laws or in the courts of the USA or Canada, unless expressly agreed in a separate written amendment after the relevant insurance arrangements have been checked. Third-party and open-source products are not warranted to be owned by the Developer, and no additional intellectual property indemnity is given for those products as supplied by their licensors. The Developer remains responsible for its own selection, integration or modification of them to the extent required by the Contract and applicable law, subject to clause 14.
11.4.3 The Client shall notify the Developer promptly of a claim, preserve relevant evidence, and make no admission, offer or settlement without the Developer's prior written consent. The Client shall permit the Developer and, where applicable, its insurer to control the defence and settlement, using appropriate legal advisers and keeping the Client reasonably informed. No settlement may impose an admission of wrongdoing or a non-monetary obligation on the Client without its consent, not to be unreasonably withheld. The Client shall provide reasonable assistance; reasonable external costs of that assistance require the Developer's prior approval. A failure to comply reduces the indemnity only to the extent that it prejudices the defence, settlement or applicable insurance recovery. Neither party is required by this clause to act contrary to law.
11.5 Where an infringement claim within the scope of the contractual indemnity in clause 11.4 is upheld, or the Developer reasonably considers the affected software is likely to give rise to such a claim, the Developer may at its expense obtain the right for the Client to continue the agreed use, or modify or replace the affected part so that it is non-infringing and retains materially equivalent agreed functionality. The Client shall give the Developer a reasonable opportunity to implement an appropriate remedy. This refers to the contractual indemnity, not a promise that an insurer will accept the claim. The financial obligations under this clause are subject to clause 14.
11.6 If neither remedy in clause 11.5 is reasonably available, the Developer may terminate the Licence for the affected part on written notice and refund the development and licence fees paid specifically for that part, less straight-line depreciation over 36 months from its Acceptance Date. The refund is the attributable fees multiplied by the unexpired portion of that 36-month period, with no refund below zero; if the part has not been accepted, the attributable fees paid are refunded without depreciation. The attributable amount shall be determined reasonably by reference to the agreed pricing and the affected functionality. The Client shall cease using and return or delete the infringing part, but may retain its own data. Unaffected parts and services continue unless they cannot reasonably operate independently. The refund counts towards the cap in clause 14; no loss may be recovered twice. Nothing in this clause removes a right or remedy that cannot lawfully be excluded.
12 Charges and expenses
12.1 For Fixed-Price Work, the Client shall pay the agreed fixed Price for the defined scope in accordance with the accepted quotation, work order or Payment Schedule. For Hourly Work, the Client shall pay the agreed Hourly Rate for time properly spent on authorised Services, subject to any agreed spending limit and clause 9.6. The invoice shall distinguish the pricing categories where both apply. Payments are subject to clause 13.
12.2 Additional Services and alterations are Hourly Work at the agreed Hourly Rate unless the parties expressly agree a separate fixed price in writing before that work starts. Work owed without additional charge under clause 9 is not an Additional Service for charging purposes.
12.3 The Client shall also pay or procure the payment to the Developer of all reasonable travelling and other out-of-pocket expenses incurred in the course of the Project.
13 Terms of payment
13.1 Payment of sums due by the Client to the Developer shall be made within 14 days of the receipt of an invoice from the Developer. All payments under these terms and conditions shall be made in Pounds Sterling.
13.2 Hourly Rates may be increased prospectively on at least 10 working days' written notice, but an agreed fixed price or already approved fixed-rate block is not changed without the Client's agreement. Hosting renewal prices are governed by clause 15.5. A rate increase shall not retrospectively change charges already incurred; the Client may decline future optional hourly work before it is authorised.
13.3 Where specified in the Specification, a one-off bonus as set out in the Specification shall be payable by the Client to Developer in the event that Developer completes the relevant Services in accordance with the Implementation Plan and in accordance with the Specification.
13.4 Prices exclude VAT unless expressly stated otherwise. VAT is payable only where the Developer is required and entitled to charge it, at the applicable rate against a valid VAT invoice.
13.5 For qualifying late business debts, the Developer may claim statutory interest, fixed compensation and reasonable additional recovery costs to the extent available under the Late Payment of Commercial Debts (Interest) Act 1998 and applicable regulations, as amended. The statutory interest rate is currently eight percentage points above the applicable Bank of England reference rate, calculated using the statutory rules. For a debt to which that regime does not apply, contractual simple interest accrues daily on the overdue amount at two percentage points above the Bank of England base rate, subject to mandatory law and any court order. The same interest or recovery cost is not recoverable twice; post-judgment interest is payable only as permitted by law. This clause does not impose business statutory compensation on a consumer or override a mandatory public-authority payment rule.
13.6 Where the Client requires an invoice to be submitted against a purchase order (or equivalent) then it is the Client’s responsibility to ensure that the requisite purchase order is issued in good time to the Developer. No terms and conditions on the Client’s purchase order will apply to the Project.
13.7 Subject to applicable insolvency law, the Developer may suspend affected work or Services for an overdue undisputed payment after written notice identifying the overdue sum and affected Services and allowing at least 14 days to pay. A genuinely disputed amount shall be addressed promptly; undisputed amounts remain payable. Suspension shall be proportionate and shall not itself revoke a paid software licence, delete data or prevent compliance with clause 17. The Developer shall take reasonable steps to limit avoidable disruption and resume the suspended Services promptly once the suspension grounds are remedied, subject to reasonable remobilisation arrangements. Reasonable additional costs directly caused by a justified suspension may be charged where evidenced; the Client does not assume every liability arising from suspension.
14 Liability and insurance
14.1 While providing the Services, the Developer shall maintain professional indemnity insurance with an authorised insurer with a limit of at least £100,000 for any one claim, subject to the policy terms, exclusions, conditions, territorial limits and any applicable sub-limits. Evidence of cover is available on reasonable request. This is not a promise that every contractual obligation or claim is insured, or a commitment to maintain public liability, cyber or other insurance not expressly agreed. Any requirement for additional insurance or a higher contractual liability cap must be separately agreed in writing before the affected work starts, including responsibility for any additional premium or cost.
14.2 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability or statutory right or remedy that cannot lawfully be excluded or limited. All exclusions, caps and indemnity restrictions in the Contract are subject to this clause.
14.3 Subject to clause 14.2, the Developer is not liable for loss of profit, revenue, anticipated savings, business opportunity or goodwill, whether direct or indirect, or for indirect or consequential loss. There is no blanket exclusion of direct loss of data: reasonable direct costs of restoring data from available backups, where caused by the Developer's breach, may be claimed subject to the cap in clause 14.4 and the parties' agreed responsibilities. There is no guarantee of uninterrupted or error-free operation, but this does not remove an expressly agreed service commitment or the duty to exercise reasonable care and skill.
14.4 Subject to clause 14.2, Development Work and Recurring Services have separate category caps within each Contract. Development Work means fixed-price and hourly development, licence and other non-recurring work. Its cap is the lower of (a) £100,000 and (b) the greater of £10,000 and 100% of the Development Fee Base. The Development Fee Base is the total of the fixed development/licence fees agreed under the Contract, including unpaid balances, plus authorised hourly and other non-recurring fees paid or payable up to the first event giving rise to the relevant claim; speculative future hours and unapproved estimates are excluded. Recurring Services mean hosting, support and maintenance. For each Service Year, their cap is the lower of (a) £100,000 and (b) the greater of £5,000 and the full recurring fees agreed for that Service Year, whether invoiced or paid. If only a monthly rate is agreed, use that rate multiplied by twelve. Service Year means each consecutive twelve-month period from the agreed recurring-service commencement or annual renewal date. Different recurring services with separate annual periods shall have their common liability-accounting year recorded in the work order; otherwise use consecutive twelve-month periods from the earliest recurring-service commencement under that Contract, annualising each included service at its agreed rate at the start of that year or its later commencement. All fee calculations exclude VAT and reimbursed expenses.
14.4.a A Contract is the engagement identified in the accepted quotation or work order. Its phases, changes and releases do not create separate Development caps; another work order is a separate Contract only if expressly identified and accepted as a separate engagement. Development liability is one aggregate across the Contract: for a later claim, earlier amounts payable for Development claims consume the cap, and a larger later Development Fee Base increases only the unused headroom rather than creating a fresh cap. Recurring liability is one aggregate for each Service Year and resets only for events first occurring in a later Service Year. Claims arising from the same act, error, omission or originating cause are allocated to the Service Year of its first liability-causing occurrence, even if discovered later or continuing into a later year; one continuing or related failure does not create fresh annual caps. Earlier amounts payable for claims allocated to a year consume that year's cap. For a common cause involving both categories, the maximum combined recovery is the higher applicable category cap, not their sum; amounts payable for it count against both affected category aggregates. Subject to clause 14.2 or a signed different cap, total aggregate liability under one Contract is additionally limited to £100,000 across its entire duration, and all amounts payable under either category consume that overall limit. Unrelated recurring events in different years may use the respective annual caps only within the remaining overall limit. An event means the act, omission or failure giving rise to liability, not a later discovery or demand; no cap depends on what an insurer pays.
14.5 The applicable cap includes amounts under clauses 11.4 to 11.6, compensatory damages, contractual refunds, interest and recoverable claimant costs to the extent the law permits. There is no additional uncapped indemnity and no double recovery. A repayment of unearned advance fees expressly required on termination under clause 15.6 is treated as a fee adjustment rather than consuming a damages cap; it does not duplicate any compensatory recovery. The cap does not remove the obligation to take reasonable correction steps under clause 9.6 or any non-excludable liability. A different cap must identify the affected engagement, category and liabilities and be agreed in signed writing. The caps remain subject to applicable statutory reasonableness and fairness requirements.
14.6 Liability is not measured by, increased to, or conditional on the amount the Developer's insurer pays. Insurance limits, defence-cost cover, policy excesses, exclusions and sub-limits govern the insurance relationship and do not enlarge the Client's contractual entitlement. The Developer's own defence costs are not an additional payment promised to the Client. No fine, penalty or punitive or exemplary award is assumed by way of contractual indemnity, without prejudice to liability that cannot lawfully be excluded.
14.7 The Developer's employees, subcontractors and suppliers may enforce the applicable exclusions and limits in this clause under the Contracts (Rights of Third Parties) Act 1999 in respect of work under the Contract, subject always to clause 14.2. The Client may not recover the same loss more than once from the Developer and those persons. The parties may vary or terminate the Contract without those persons' consent.
14.8 Each party shall take reasonable steps to minimise loss and protect the data and systems within its control. The agreed work order or hosting/support agreement shall identify backup and recovery responsibilities. The Developer remains responsible for taking reasonable backup precautions for data, files and programs within its agreed responsibility; a Client backup obligation does not excuse the Developer's own breach or override applicable data protection duties.
14.9 The Client shall notify the Developer promptly of a claim or circumstances likely to give rise to one and provide reasonable cooperation and evidence. Where insurance may apply, the Developer may refer the matter to its insurer and obtain its instructions before making admissions, settlements or commitments. This does not make an otherwise valid claim dependent on insurer approval or remove the Developer's obligations under clause 9.6. The Developer does not promise payment on demand or settlement without considering liability and applicable insurance requirements.
14.10 The parties should assess the proposed cap and exclusions against the nature, value and foreseeable risks of the Services before the Contract is formed. A higher cap or additional protection can be requested during initial discussions and separately priced and agreed. These terms do not determine whether an exclusion or limitation satisfies any applicable statutory reasonableness or fairness test; mandatory law prevails.
15 Termination
15.1 The development engagement continues until the agreed work is completed or earlier terminated under this clause. Completion does not end a separate or continuing hosting, support or maintenance term. Paid perpetual licences, accrued payment rights and clauses intended to survive continue in accordance with their terms.
15.2 Either party may terminate the affected Contract or service for a material breach by written notice identifying the breach. If it is capable of remedy, the defaulting party must first be given 30 days after receipt to remedy it. An irremediable material breach may justify immediate termination. The specific failed-acceptance right in clause 7.6 applies on its own stated conditions without a further remedy period. Proportionate suspension under clause 13.7 and urgent protective action under clause 15.7 remain separate. Termination of Services does not itself terminate a paid perpetual Licence.
15.2.2 Either party may terminate the affected Contract on the other's insolvency, bankruptcy, cessation of business or inability to pay debts only to the extent legally permitted. Insolvency-related termination, suspension, demands for pre-insolvency arrears and other changes to supply are subject to applicable law, including sections 233, 233A and 233B of the Insolvency Act 1986 where relevant. A right must not be exercised where prohibited merely because a corporate customer enters a protected insolvency procedure. Required office-holder consent or court permission must first be obtained. No provision requires a party to act unlawfully.
15.3 On termination, Client Materials and Client-owned deliverables shall be returned or securely deleted as instructed, subject to clause 17 for personal data and lawful retention. The Developer may retain proportionate records required by law or reasonably necessary for legal, insurance or accounting purposes, with restricted access, confidentiality and appropriate retention limits. Processor data may be retained only as allowed by clause 17.11. Backups must expire under the documented finite retention process and be protected against operational reuse. AIM Technology need not be transferred or destroyed except as expressly assigned. A paid licence and assigned rights remain subject to their agreed terms.
15.4 The parties shall agree reasonable exit arrangements, including access needed to export Client data, the available standard export format, any separately approved charge for additional migration work, and the deletion date and backup expiry under Schedule 6. Mandatory data-protection duties are not conditional on payment. Client data must not be deleted immediately merely because an invoice is disputed or a service ends. The Developer shall give reasonable written warning of the proposed operational deletion date and a reasonable opportunity to collect data, subject to any more specific agreed Schedule 6 timescale and mandatory law. There is no indefinite free hosting or archive obligation; legally required retention and confidentiality survive.
15.5 Hosting is an annual recurring service. The accepted quotation, work order or renewal record shall specify the service, annual fee, commencement date, annual renewal date, authorised contacts and any included support, backup or availability commitments. It renews automatically for successive 12-month terms unless the Client gives written cancellation received before the renewal date, or the Developer gives at least 30 days' written notice of non-renewal. Client cancellation takes effect at the end of the current annual term; a cancellation received after renewal ordinarily takes effect at the end of the renewed term, subject to an agreed earlier exit or a legal right to terminate. For this purpose, before the renewal date means before 00:00 on that date in Europe/London time, including weekends and holidays. Actual receipt of a cancellation email under clause 25 determines whether it is in time.
15.5.a The Client is responsible for recording the agreed renewal date and giving cancellation in time. For business hosting, the Developer may send a courtesy renewal reminder, but renewal and the agreed fee are not conditional on a reminder, a fresh purchase order, an invoice or continued use. Failure to send a courtesy reminder does not itself extend the cancellation deadline or create a contractual right to cancel a renewed term. Any renewal price increase requires at least 30 calendar days' advance written notice; otherwise renewal is at the existing annual price unless the Client expressly agrees otherwise. Renewal fees are invoiced in advance and payable on the later of the renewal date or 14 calendar days after receipt of the invoice unless expressly agreed otherwise. Cancellation may be sent to
15.5.b Voluntary cancellation part-way through a valid annual term does not ordinarily produce a pro-rata refund of that term's hosting fee. This does not remove a refund owed for the Developer's breach, a service the Developer does not provide, or a mandatory legal remedy. The hosting service is limited to the operational specification agreed; the annual fee does not imply 24-hour support, guaranteed uninterrupted operation, domain ownership transfer or development maintenance that has not been expressly included. Annual hosting is a fixed-duration service charge, not Fixed-Price Work for new software development.
15.5.c Changing DNS records, pointing a domain elsewhere, transferring a domain, moving to another provider, ceasing use or failing to pay does not by itself constitute cancellation or release accrued hosting charges. Cancellation requires written notice identifying the service, delivered under clause 25. While the Developer continues to provide or keep the agreed service available during a valid annual term, voluntary non-use does not reduce that term's agreed fee. A late cancellation is not backdated unless the Developer expressly agrees in writing or the law requires it. Notice ending hosting does not itself cancel a paid perpetual software licence. This clause does not retrospectively alter an existing Contract.
15.6 On termination, properly incurred authorised fees remain payable and no speculative future hourly fees become due. For incomplete fixed-price development, payment for work properly performed and any expressly approved unavoidable third-party commitments shall be reconciled reasonably against the agreed price, progress and advance payments; this does not require payment for defective work as if properly performed or remove damages or set-off rights available by law. Unearned advance fees shall be repaid to the extent owed after that reconciliation. If the Developer ends an annual hosting service early without Client breach or another lawful entitlement to retain the fee, unused prepaid hosting fees shall be refunded pro rata. No party recovers the same loss twice.
15.7 The Developer may temporarily restrict affected access or Services without advance notice where reasonably necessary to address an imminent security threat, unlawful use or a binding legal requirement. It shall act proportionately, preserve data where lawful, notify the Client as soon as reasonably practicable, explain the grounds to the extent permitted, and restore access promptly once the grounds cease. This is not a general right to disable paid software or evade notice for ordinary non-payment.
16 Confidentiality
16.1 Each party shall protect the other's Confidential Information, use it only to perform or exercise rights under the Contract, and apply reasonable technical and organisational safeguards appropriate to its nature and sensitivity. Source code and credentials shall be restricted to authorised persons with a need to know. Neither party promises an undefined absolute or maximum level of security; this does not reduce statutory or expressly agreed security requirements.
16.2 Necessary disclosures may be made to employees, approved contractors and service providers, professional advisers, insurers, insurance brokers and claims handlers who need the information for the Contract, legitimate advice, insurance, claims or legal compliance. Recipients must be bound by appropriate contractual, professional or statutory confidentiality duties. The disclosing party remains responsible for ensuring authorised recipients comply where it can reasonably control them. Disclosure involving personal data, subprocessors or international transfers must also comply with clause 17. This permission does not appoint an otherwise unapproved subcontractor under clause 32.
16.3 Confidentiality does not prohibit disclosure required by law, a court or regulator, reporting suspected crime to the appropriate authority, or a legally protected disclosure. Where lawful and reasonably practicable, the disclosing party shall give advance notice of a compelled disclosure and disclose only what is necessary. No advance consent or notification is required where it would be prohibited or would unlawfully restrict a protected report.
16.4 The restrictions do not apply to information that is lawfully public without breach; demonstrably already lawfully held without confidentiality restriction; independently developed without use of the other party's Confidential Information; or lawfully received from another source entitled to disclose it. The party relying on an exception shall be able to substantiate it. A combination of information is not automatically public merely because individual elements are.
16.5 Each party shall notify the other promptly after becoming aware of an unauthorised disclosure affecting its information and give reasonable assistance to contain and address it. Personal data incidents are governed by the more specific requirements of clause 17. Return, deletion and lawful retention are governed by clauses 15 and 17. Confidentiality continues after termination while the information remains confidential, including appropriately protected retained records and trade secrets.
16.6 The Developer may reuse retained AIM Technology and general knowledge and skills only consistently with clauses 11 and 17 and without reproducing Client Materials, reusing assigned rights without permission or disclosing confidential information. A software licence permitting access by an authorised provider does not make confidential source code public. No general portfolio/publicity permission is created; publication remains subject to clause 21 and any express approval.
17 Data protection
17.1 Data Protection Law means the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, each as amended, including by the Data (Use and Access) Act 2025, and any applicable replacement legislation. Where the processing also falls within the scope of the EU GDPR or other applicable data protection legislation, the parties shall comply with those requirements to the extent applicable. Controller, processor, personal data, processing, personal data breach and special category data have the meanings given in applicable Data Protection Law. Each party shall comply with the obligations applicable to its actual role.
17.2 The Client will ordinarily be controller and the Developer processor for personal data hosted, accessed or otherwise processed by the Developer solely on the Client's behalf. If the Client is itself a processor, it shall identify that role and obtain its controller's authorisation for the Developer to act as subprocessor; the Client's instructions must be consistent with the controller's lawful instructions. The Developer acts as an independent controller for its own legitimate business administration, such as enquiries, contact records, invoicing and legal compliance, and shall provide the required privacy information. These role descriptions do not override the parties' actual activities or create a right to use client processor data for the Developer's own purposes.
17.3 Before the relevant processing begins, the parties shall complete and agree Schedule 6 or a clearly identified equivalent written processing schedule incorporated into the Contract, which may comprise an accepted work order and its expressly identified attachments. It must record the subject matter, duration, nature and purposes, personal data types, categories of individuals, controller rights and obligations, lawful instructions, actual security measures, locations and transfers, subprocessors and retention/exit arrangements. The instructions may authorise processing reasonably necessary to provide the specifically described Services, including agreed hosting, backup, maintenance and support; they do not authorise unrelated purposes or unidentified sensitive data. No special category or criminal offence data is authorised unless specifically identified and lawfully agreed. The Client shall supply accurate particulars about its data and lawful instructions; the Developer shall supply particulars of its processing, safeguards, suppliers and locations. No blank field or publication alone supplies missing facts or approvals. Existing processing must be documented and brought into conformity without undue delay.
17.4 The Developer shall process personal data only on the Client's documented lawful instructions, including instructions on international transfers, unless processing is required by law applicable to the Developer. In that case it shall inform the Client of the legal requirement before processing unless the law prohibits that information on important public-interest grounds. The Developer shall immediately inform the Client if, in its opinion, an instruction infringes applicable data protection provisions and may suspend the affected instruction while the parties resolve the issue. The Developer shall not sell client processor data or use it for advertising, unrelated analytics or other independent purposes.
17.5 The Developer shall ensure that persons authorised to process personal data are bound by confidentiality obligations or an appropriate statutory duty. It shall implement appropriate technical and organisational measures under Article 32 UK GDPR, having regard to the risks, the data, the state of the art and implementation costs. Measures shall include appropriate access control, protection of credentials, secure transmission, security maintenance, backup and recovery, incident response and regular assessment of effectiveness; encryption or pseudonymisation shall be used where appropriate. The actual agreed measures and backup/recovery responsibilities must be recorded in Schedule 6. The Developer shall not materially reduce agreed protection without an agreed lawful replacement. The Client remains responsible for lawful collection, appropriate privacy information, a lawful basis and any additional conditions, accurate instructions, and security within its own control; this does not relieve the Developer of its own duties.
17.6 The Client may give specific or general prior written authorisation for subprocessors in the agreed processing schedule. Under general authorisation, the Client authorises the identified initial list and a procedure for additions or replacements; before any proposed change the Developer shall give at least 30 calendar days' written notice with the supplier's legal name, processing function, locations and relevant safeguards, allowing the Client to object on reasonable, documented data-protection grounds. An existing supplier is not authorised merely because these terms are published. A new supplier may be appointed after the notice period only within an agreed general authorisation and where no unresolved valid objection remains. The parties shall seek a compliant alternative for an objection; pending resolution, the Developer shall not entrust the affected data to the disputed new supplier. If no compliant solution is reasonably available, either party may end only the affected processing service on reasonable written notice, with return/deletion and any refund of unused prepaid service fees under clauses 15 and 17; this does not cancel unrelated services or accrued fees. Where the schedule requires specific authorisation, each addition or replacement requires prior written approval. In either case the Developer shall impose the same applicable data-protection obligations by written contract, obtain sufficient guarantees and remain fully liable to the Client for performance of those obligations, subject to any lawful allocation of contractual liability. No cap limits a regulator's powers or an individual's statutory rights.
17.7 The Developer shall not make a restricted international transfer, including by overseas access where applicable, without documented authorisation and a lawful transfer mechanism and any required assessment or supplementary safeguards under applicable Data Protection Law. Schedule 6 shall identify actual storage, backup, support and access locations and the relevant mechanisms. Neither an assumed UK-only location nor an assumed exemption for a foreign provider is created by these terms.
17.8 Taking account of the nature of processing, the Developer shall assist the Client by appropriate technical and organisational measures, insofar as possible, in responding to individuals exercising their rights. It shall forward relevant requests promptly and shall not respond on the Client's behalf except on documented instructions or where legally required. Taking account of the processing and information available, it shall assist the Client with security obligations, breach assessment and notification, data protection impact assessments and prior consultation with the supervisory authority under Articles 32 to 36 UK GDPR.
17.9 The Developer shall notify the Client without undue delay after becoming aware of a personal data breach affecting data processed on the Client's behalf. It shall provide available information about the nature of the breach, categories and approximate numbers of affected individuals and records where possible, a contact point, likely consequences and measures taken or proposed. Information may be provided in phases without undue further delay. It shall take reasonable containment and remediation steps, preserve relevant evidence and cooperate with the Client. The controller remains responsible for its applicable regulatory and individual notifications; the Developer shall not wait for completion of an investigation before providing the initial notice.
17.10 The Developer shall make available information necessary to demonstrate compliance with Article 28 and allow for and contribute to audits and inspections by the Client or its mandated auditor. Proportionate existing reports and supporting documents should be used where sufficient. Routine inspections shall be arranged on reasonable notice, during normal business hours and subject to confidentiality, secure access and safeguards for other clients; these arrangements shall not prevent an audit required by law or a regulator, or reasonably necessary following a serious incident or substantiated concern. Reasonable charges for additional assistance may be agreed in advance where lawful. There is no charge for correcting the Developer's own breach, and a legally required obligation shall not be refused because charges are disputed. Nothing gives the Client unrestricted access to other clients' systems, personal data or confidential information.
17.11 At the Client's choice, following the end of services involving processing, the Developer shall return or delete all personal data processed on the Client's behalf and delete existing copies, unless applicable law requires storage. The agreed time, export format and deletion arrangements must be recorded in Schedule 6. Any copies lawfully required to be retained shall be isolated, protected and used only for the required legal purpose. Where immediate selective erasure from backups is technically impracticable, the parties must document a lawful, finite backup-expiry period and safeguards placing the data beyond operational use until deletion; restoration must not reintroduce data that should have been erased. Confidentiality and security obligations continue until deletion. Data must not be retained beyond lawful limits or withheld contrary to applicable law because of a payment dispute.
17.12 Each party shall maintain records, cooperate with the supervisory authority and implement processes for data protection complaints to the extent required by its role and applicable law. The Developer shall supply the Client with appropriate contact details for data protection requests and incidents in Schedule 6. Neither party is relieved of a direct statutory duty by the other's obligations or by an instruction.
17.13 The parties shall review processing particulars and security measures when the Services or risks materially change. Authorised representatives may agree updated lawful operational instructions and particulars in writing, including email, without transferring copyright or changing liability caps. Subprocessor changes must follow the specific or general authorisation procedure in clause 17.6; a general operational approval does not bypass it. No change may relax a statutory requirement or authorise unlawful processing.
17.14 For personal data processing, this clause and the agreed processing particulars prevail over inconsistent confidentiality, subcontracting, retention and return/deletion provisions elsewhere in the Contract, including clauses 15.3, 16 and 32, and over clause 18.2 to that limited extent. Mandatory law prevails over all contractual provisions. Clause 14 applies only to contractual claims insofar as lawful; it does not restrict individuals' statutory rights, supervisory powers or duties that cannot lawfully be excluded. An independent-controller activity requires its own lawful basis and obligations and is not authorised merely by an exception for processor retention.
18 Interpretation
18.1 In these terms and conditions unless the context otherwise requires:
18.1.1 words importing any gender include every gender;
18.1.2 words importing the singular number include the plural number and vice versa;
18.1.3 words importing persons include firms, companies and corporations and vice versa;
18.1.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to these terms and conditions;
18.1.5 reference in any schedule to these terms and conditions to numbered paragraphs relate to the numbered paragraphs of that schedule;
18.1.6 the headings to the clauses, schedules and paragraphs of these terms and conditions will not affect the interpretation;
18.1.7 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
18.1.8 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
18.1.9 any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.
18.2 Mandatory law prevails. Subject to that, an expressly identified variation signed by authorised representatives takes priority for its stated subject. A completed data processing schedule and clause 17 take priority for personal data matters as specified in clause 17.14. Next, an accepted quotation, work order or service schedule takes priority on the expressly agreed scope, pricing category, amounts, milestones, technical requirements, licence users and operational service details; it overrides these standard legal terms only where the affected clause and intended override are expressly identified and the relevant approval requirements are met. These standard terms otherwise prevail, followed by other incorporated specifications and schedules. A generic description or silence does not transfer copyright, raise a liability cap or waive an exclusion. Copyright assignments and changes to liability caps require the signed-writing requirements in clauses 11 and 14; a purchase order does not impose new legal terms merely by being issued. The Contract must identify its incorporated documents and applicable versions; a quote/work order may supply the particulars of Schedules 1-5 by clearly identifying the corresponding information instead of separate documents. Schedule 6 or an equivalent agreed processing schedule is required where applicable.
19 Agency, partnership
These terms and conditions shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these terms and conditions.
20 Amendments
Except for operational approvals expressly permitted by clauses 2.4, 6 and 17.13 and prospective rate or renewal-price changes permitted by clauses 13.2 and 15.5, a legal variation must be recorded in writing and signed by authorised representatives of both parties. Operational email approvals may agree scope, pricing categories, amounts, technical details and processing particulars within those clauses but cannot transfer copyright, alter a liability cap or override other standard legal terms without meeting the applicable signed-writing requirements. Expressly agreed document priority is governed by clause 18.2. Publication of revised website terms does not change an existing Contract.
21 Announcements
No party shall make a public announcement about the other party's Contract, publish confidential project details or use the other's name or logo for publicity without prior written consent, except for disclosures permitted by clause 16 or required by law. Private disclosures to advisers, insurers and approved service providers under clauses 16 and 17 do not require separate publicity consent. Any portfolio approval must identify the permitted material and scope; this clause does not itself grant portfolio rights.
22 Assignment
22.1 Subject to clause 22.2, neither party may assign its rights or the Licence under the Contract without the other party's prior written consent, not to be unreasonably withheld or delayed where the proposed transfer does not materially prejudice the other party. Assignment of a right is distinct from a transfer of contractual obligations.
22.2 A party may assign rights with a genuine sale of all or substantially all of the business to which the Contract relates after giving written notice identifying the successor, provided this does not enlarge the Licence, increase the other party's obligations or materially reduce its contractual protections. A transfer of the right to use software remains subject to its existing purpose, restrictions and third-party licences, and does not permit additional copies or users beyond the agreed scope. The assigning party shall ensure any assignee accepts applicable licence and confidentiality restrictions. A company share sale does not by itself replace the contracting party.
22.3 Transferring performance obligations and releasing an existing party requires an express novation agreed by the Client, the Developer and the incoming party; an assignment notice or business sale alone does not release the original party. Subcontracting under clause 32 does not transfer the Contract or release the Developer. Data disclosures and any change of controller or processor remain subject to clause 17 and applicable law.
23 Entire agreement
23.1 The Contract, comprising these terms and the documents expressly incorporated under clause 18.2, is the entire agreement concerning its stated subject matter and supersedes prior proposals and arrangements concerning that subject. Existing non-disclosure obligations remain effective to the extent consistent with the Contract. This clause does not exclude an incorporated quotation, work order, processing schedule or expressly agreed variation.
23.2 Each party acknowledges that it relies on the representations and commitments expressly recorded in the Contract. Any exclusion or restriction of liability or remedy for a pre-contract representation applies only so far as lawful and, where required, reasonable under section 3 of the Misrepresentation Act 1967. Nothing excludes fraud, fraudulent misrepresentation or another liability or remedy that cannot lawfully be excluded. Mandatory consumer rights, where applicable, are preserved.
24 Force majeure
24.1 Neither party is liable for delay or non-performance to the extent directly caused by an event beyond its reasonable control which it could not reasonably prevent or overcome. Lack of funds, ordinary staffing difficulties, avoidable equipment failure or failure to take agreed reasonable security, backup or maintenance precautions are not excused merely by describing them as force majeure. A supplier failure qualifies only to the extent the underlying event and reasonable mitigation meet this clause.
24.2 The affected party shall notify the other promptly, explain the likely effect and duration so far as known, take reasonable steps to mitigate disruption and resume performance, and provide material updates. Relief applies only to affected obligations and for the period reasonably caused by the event. Unaffected obligations and payment for Services already properly provided remain due; this clause does not excuse mandatory data-protection or security duties.
24.3 Charges for a recurring service which cannot be provided or kept available because of the event shall be reduced proportionately for the unavailable part and period, unless an expressly agreed lawful service-credit arrangement provides the applicable equivalent adjustment. This is a fee adjustment, not an additional promise to compensate every loss. Client non-use where the agreed service remains available is governed by clause 15.5.
24.4 If material disruption continues for 30 consecutive calendar days, either party may terminate the affected Service on written notice; other independent Services continue. Unearned advances and unused prepaid charges for the terminated, unprovided Service shall be reconciled and repaid under clause 15.6, without double recovery. Termination, confidentiality, data return and lawful retention provisions continue to apply.
25 Notices
25.1 Formal contractual notices, including cancellation and breach notices, shall be in writing and sent to the contact email or service address most recently designated by the recipient in the accepted work order or subsequent written notice. The Developer's general cancellation and notice email is
25.2 A hand-delivered notice is received on delivery to the designated address; a tracked postal notice is received when delivery is recorded. An email notice is received when delivered to the designated recipient's email system, including outside business hours. It does not require a read receipt or a person to open it. A failed-delivery notification means receipt must not be assumed. The sender should keep evidence of delivery and request acknowledgement or use another permitted method where delivery is uncertain. The actual receipt time determines a hosting cancellation deadline under clause 15.5; a mere unsent draft or an email never delivered is not notice.
25.3 An agreed operational approval may be given by email where the Contract permits it. The parties shall retain written records of approvals, cancellations and material notices. Statutory notice rules prevail where applicable.
26 Schedules
The completed Schedules 1–6 or their clearly identified equivalents form part of the Contract only where applicable and incorporated in accordance with clause 18.2. The public Schedule 6 template does not itself contain or agree client-specific processing facts.
27 Severance
If any provision of these terms and conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these terms and conditions and rendered ineffective as far as possible without modifying the remaining provisions of these terms and conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these terms and conditions.
28 Successors and assignees
28.1 These terms and conditions shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in these terms and conditions shall include its successors and permitted assignees.
28.2 In these terms and conditions references to a party include references to a person:
28.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under these terms and conditions (or any interest in those rights); or
28.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,
and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under these terms and conditions include any similar rights to which another person becomes entitled as a result of a novation of these terms and conditions.
29 Waiver
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of these terms and conditions shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these terms and conditions. No right, power or remedy in these terms and conditions conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.
30 Counterparts
The Contract may be signed in counterparts, including by a valid electronic signature where permitted by law, which together form one agreement. This does not require signatures for operational email approvals or Contract formation where clauses 2 and 20 permit another written method; any specific signed-writing requirement for an assignment or variation still applies.
31 Time not of the essence
Delivery targets are not of the essence unless expressly agreed otherwise, but the Developer remains subject to the agreed timetable and applicable duties. This clause does not remove payment due dates, notice and remedy periods, hosting cancellation and renewal dates, or mandatory statutory deadlines. It does not prevent termination for a material breach in accordance with clause 15.
32 Sub-contracting
The Developer may use subcontractors identified and approved in the accepted work order, and may appoint others with the Client's prior written consent, not to be unreasonably withheld or delayed. The Developer remains responsible for contractual performance, subject to clause 14. Personal-data subprocessors are governed by the authorisation, notification, objection and contractual safeguards in clause 17.6, which prevail over this general approval requirement; a general authorisation applies only where actually agreed. Relevant confidentiality duties also apply.
33 Language
These terms and conditions are made only in the English language. If there is any conflict in the meaning between the English language version of these terms and conditions and any version or translation of it in any other language, the English language version shall prevail.
34 Costs and expenses
Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of these terms and conditions.
35 Third parties
The parties confirm their intent (subject to clause 14.7) not to confer any rights on any third parties by virtue of these terms and conditions and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions.
36 Proper law and jurisdiction
36.1 The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, are governed by the laws of England and Wales. Subject to any mandatory jurisdiction rule, the courts of England and Wales have exclusive jurisdiction. This includes the County Court where appropriate; there is no requirement to bring an ordinary debt or smaller claim in the High Court.
36.2 The parties shall first try reasonably to resolve a notified dispute through their authorised representatives, without prejudicing payment of undisputed sums, applicable pre-action procedures, limitation periods or the right to seek urgent relief. Either party may use an appropriate court procedure; mediation or technical expert determination is optional unless the parties subsequently agree otherwise in writing.
36.3 If both parties agree to refer a defined technical issue to an independent expert, they shall first agree the appointment, issue, procedure, whether the decision is binding, and a proportionate fee budget and allocation. Unless that written agreement states otherwise, the expert acts as an expert rather than an arbitrator, the opinion is advisory, and approved expert fees are shared equally with each party bearing its own preparation costs. An expert cannot decide unrelated debt or legal disputes without both parties' express agreement. No expert referral is a prerequisite to an ordinary court claim.
37 Non-solicitation of Staff
37.1 During the Services and for six months after their completion or termination, the Client shall not knowingly and directly target for recruitment an employee or individual subcontractor of the Developer with whom the Client had material dealings in the preceding six months through those Services, with the purpose of inducing that person to leave or materially reduce their work for the Developer. This limited restriction protects the Developer's workforce relationships and does not prevent ordinary competition.
37.2 The restriction does not prohibit general recruitment advertising not targeted at those persons, an unsolicited approach initiated independently by the individual, or recruitment through an agency not instructed to target them. It does not restrict a relationship demonstrably existing independently before the Services or impose a general ban on employing contractors. The Developer may consent in writing to a particular approach. There is no automatic recruitment fee or penalty under this clause; any claimed remedy remains subject to applicable law.
Schedule 6 - Personal data processing particulars
Complete and agree the following particulars for each relevant Contract before processing, either in this schedule or an expressly incorporated work order and attachments. Replace every prompt with actual agreed information, or a reasoned not-applicable entry. The required data categories, locations, security measures and suppliers cannot safely be inferred from this public template. The Client and Developer share responsibility for providing the facts allocated to them under clause 17.3. Publication alone neither completes this schedule nor authorises suppliers.
- Contract reference, parties, controller (and any upstream controller), authorised contacts and privacy/incident contacts.
- Subject matter, Services involving personal data, start date, duration and termination arrangements.
- Nature and purposes of processing, operations performed and documented instructions.
- Categories of individuals and types of personal data; identify special category or criminal offence data and applicable restrictions.
- Controller rights, responsibilities and lawful instructions, including limits on access, use and disclosure.
- Actual technical and organisational security measures: access controls, confidentiality, encryption where appropriate, patching, logging, incident response and effectiveness reviews.
- Backup frequency, storage, access, retention, restoration responsibilities and testing arrangements.
- Actual hosting, backup, support and remote-access countries; restricted transfers, authorisation and lawful mechanisms where required.
- Subprocessors: legal name, service, processing activities and countries for each initial supplier; record specific or general written authorisation, the agreed list and its version/date, change-notice email, the 30-calendar-day notice/objection procedure if general authorisation is chosen, and any expressly agreed different lawful procedure.
- Assistance and audit arrangements, including secure communication and escalation contacts.
- Return/export format, the Client's return or deletion choice, agreed timescales, lawful retention requirements and finite backup-expiry arrangements.
- Date and record of agreement by authorised representatives; attach the completed particulars to the Contract.