Client Services Terms

1. Services and scope

We will provide the services described in the applicable SOW. Any work outside the agreed scope is treated as a change (see clause 7). We will perform the services with reasonable skill and care.

2. Fees and quotes

Fees are set out in the relevant SOW and may be fixed-price, time-and-materials, or retainer-based. Quotes are valid for 30 days unless stated otherwise. Unless stated, fees exclude VAT and third-party costs (such as hosting, licences and app-store fees), which are charged in addition.

3. Payment terms

Invoices are payable within 14 days of the invoice date. We may suspend services for overdue accounts and may charge statutory interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.

4. Your responsibilities

To help us deliver on time, you agree to:

• provide timely access to information, materials, approvals and the right people;
• ensure any content or materials you supply do not infringe third-party rights;
• respond to requests for feedback and sign-off within agreed timeframes.

Delays caused by late input may affect timelines and cost.

5. Timelines

Any dates we provide are estimates made in good faith and depend on timely cooperation. We are not liable for delays caused by factors outside our reasonable control or by your delay in fulfilling your responsibilities.

6. Intellectual property

On full payment of all sums due, we assign to you the intellectual property rights in the bespoke deliverables created specifically for you under the SOW, except as set out below.

We (or our licensors) retain ownership of: our pre-existing materials, tools, frameworks and know-how; and any third-party or open-source components, which are provided under their own licences. Where our pre-existing materials are embedded in the deliverables, we grant you a non-exclusive, perpetual licence to use them as part of the deliverables.

7. Change requests

Either party may request changes to the scope. Changes only take effect once agreed in writing, including any impact on fees and timelines.

8. Confidentiality

Each party will keep the other’s confidential information confidential and use it only to perform or receive the services. This does not apply to information that is public through no breach, or that must be disclosed by law.

9. Warranties and disclaimers

We warrant that the services will be performed with reasonable skill and care. Except as expressly stated and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express or implied, are excluded. Software is not warranted to be error-free or uninterrupted.

10. Limitation of liability

Nothing limits liability that cannot lawfully be limited (including death or personal injury caused by negligence, and fraud).

Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, data or anticipated savings; and our total aggregate liability arising under or in connection with an engagement is limited to the total fees paid by you for that engagement in the [12] months preceding the claim.

11. Term and termination

Either party may terminate an engagement on 30 days’ written notice, or immediately if the other materially breaches these terms and fails to remedy it within 14 days, or becomes insolvent. On termination, you will pay for all services performed and costs committed up to the termination date.

12. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate the impact.

13. Governing law

These terms and any engagement are governed by the laws of England & Wales, and the courts of England & Wales have exclusive jurisdiction. Questions? Contact mooretech98@gmail.com.