Terms of Business

1. Who these terms are between

These Terms of Business are between AleCodex Software Solutions, a sole trader business operated by Alexander Fountain in the United Kingdom (we, us, our), and the business or organisation named in the Proposal (you, your).

2. Definitions

In these terms:

• Background IP means Intellectual Property Rights owned by or licensed to us that exist before the Contract, or are created outside it, including our libraries, frameworks, tools, templates, scripts and general methods.
• Contract means the agreement between us formed under clause 3, comprising the Proposal, these Terms of Business and any agreed Change Order.
• Deliverables means the software, code, designs, documentation and other items we are to produce for you, as set out in the Proposal.
• Fees means the charges set out in the Proposal.
• Intellectual Property Rights means copyright, database rights, design rights, trade marks, patents, know-how and all other intellectual property rights, whether registered or not, anywhere in the world.
• Proposal means the written proposal, quotation or statement of work we issue describing the Deliverables, Fees and payment schedule.
• Third-Party Materials means software, components, libraries, services, plugins, fonts or content owned by a third party that are used in or alongside the Deliverables.

3. How a contract is formed

Nothing on our website, in a fee estimate, or in any discussion constitutes an offer capable of acceptance. A Contract is formed only when you accept a Proposal in writing, or ask us to begin work on it, and we confirm.

A Proposal is open for acceptance for 30 days from its date unless it says otherwise.

Order of precedence

If there is a conflict between documents, the order of precedence is:

• any signed Change Order, most recent first;
• the Proposal, for scope, Fees, timescales and payment schedule;
• these Terms of Business, for all other matters.

These Terms of Business apply to the exclusion of any terms you seek to impose, including any terms on your purchase order or supplier portal, unless we have agreed to them in writing and signed.

4. Scope and change control

We will provide the Deliverables described in the Proposal, and nothing else. Anything not expressly listed is out of scope, including anything listed under Exclusions or Assumptions.

If you ask for a change, or if an assumption in the Proposal turns out to be wrong, we will tell you what effect that has on the Fees and the timescale. Work on the change begins only once you approve it in writing. That approval is a Change Order.

We are not obliged to carry out work outside the agreed scope. Where we do so as a goodwill gesture, that does not waive this clause or create any entitlement to further out-of-scope work.

5. Your responsibilities

Software projects fail on inputs more often than on code. You agree to:

• provide content, data, brand assets, access credentials and decisions promptly, and in any event within 5 business days of a written request;
• give us timely access to the systems, accounts, staff and third-party providers we need;
• nominate one person with authority to approve scope, designs and sign-off;
• hold all licences, subscriptions and accounts required for the Deliverables to operate, in your own name and at your own cost, unless the Proposal says otherwise;
• ensure that anything you supply to us is accurate, lawful, and does not infringe anyone's rights;
• keep your own backups of your systems and data.

If you do not, and that delays or increases the cost of our work, we are not liable for the delay, timescales are extended accordingly, and we may charge for the additional time at our then-current day rate.

You indemnify us against any claim arising from material you supply to us infringing a third party's Intellectual Property Rights, or from your use of the Deliverables in a way that breaches the Contract or the law.

6. Timescales

Dates in a Proposal are estimates given in good faith. Time is not of the essence unless the Proposal expressly says so and specifies the consequence.

We will tell you as soon as we reasonably can if a date is at risk, and agree a revised date with you.

7. Fees and payment

Payment schedule

Unless the Proposal says otherwise, Fees for project work are payable:

• 50% on acceptance of the Proposal, before work begins; and
• 50% on notification that the Deliverables are ready for acceptance under clause 8.

We are not obliged to begin work until the first instalment has cleared. For longer engagements the Proposal may set out milestone payments instead.

Retainers and care plans

Recurring services are billed monthly in advance. Unused time does not roll over unless the Proposal says so.

Terms

• Invoices are payable within 14 days of the invoice date.
• All Fees are exclusive of VAT, which will be added at the prevailing rate where applicable.
• Reasonable expenses agreed in advance — travel, subsistence, third-party licences — are charged at cost.
• You must pay in full without set-off, counterclaim or deduction.

Late payment

If you do not pay on time we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, currently statutory interest at 8% above the Bank of England base rate, plus the fixed sum that Act allows for the size of the debt.

We may also suspend all work and withhold Deliverables, access and support until payment is made in full. We are not liable for any consequence of a suspension made under this clause.

8. Delivery and acceptance

When we notify you that the Deliverables are ready, you have 10 business days to test them and either accept them or give us a written list of specific failures to meet the Proposal.

We will correct any valid failure and re-submit. This repeats until acceptance.

Cosmetic preferences, or requests that go beyond the Proposal, are not failures. They are changes, and are handled under clause 4.

9. Intellectual property

Ownership passes on payment, not before

All Intellectual Property Rights in the Deliverables remain our property until we have received payment in full of all sums due under the Contract.

Before that point you have a limited, non-exclusive, non-transferable, revocable licence to use the Deliverables solely to review, test and evaluate them. That licence does not permit use in a live or production environment, or for any commercial purpose.

On receipt of payment in full, we assign to you, with full title guarantee, all Intellectual Property Rights in the Deliverables, excluding Background IP and Third-Party Materials. That assignment takes effect automatically on payment and includes an assignment of future copyright under section 91 of the Copyright, Designs and Patents Act 1988. We will execute any further document you reasonably require to confirm it, at your reasonable cost.

If the Contract ends without payment in full, every licence in this clause terminates immediately. You must stop using the Deliverables and delete all copies.

Background IP

We retain ownership of our Background IP. Where Background IP is embedded in the Deliverables, we grant you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use it as part of the Deliverables — but not to extract it for separate use, resale or licensing.

Our know-how

Nothing in the Contract prevents us from using the general knowledge, skills, techniques and experience we gain, or from building similar systems for other clients, provided we do not use your Confidential Information to do so.

10. Third-party and open-source materials

Deliverables may incorporate Third-Party Materials, including open-source components. Those remain the property of their owners and are provided to you under their own licences, not assigned to you.

We will use open-source components on permissive licences (such as MIT, BSD or Apache 2.0) unless we tell you otherwise in writing and you agree. We will tell you before using any component under a copyleft licence, such as the GPL, that could impose obligations on your wider codebase.

We are not responsible for third-party platforms, APIs or services — including Shopify, payment providers, hosting and email — nor for their availability, pricing, security or changes they make. If a third party changes or withdraws a service and that requires rework, that rework is a change under clause 4.

11. AI-assisted work

Some of our services use artificial intelligence tools, including third-party models, to generate or assist with code, content, data processing or automation.

• We will tell you in the Proposal where AI forms a material part of the Deliverables, and which providers are involved.
• We will not submit your Confidential Information or personal data to a third-party model without your written agreement. Where you agree, that provider is treated as a sub-processor under Schedule 1.
• AI output requires your review. Generated content — including product descriptions, marketing copy and data classifications — may be inaccurate. You are responsible for reviewing and approving it before publication or reliance, and for any regulatory or advertising obligations attaching to it.
• The legal position on ownership of AI-generated output is unsettled. We assign whatever rights we hold under clause 9, but we do not warrant that AI-generated output attracts Intellectual Property Rights, or that those rights are capable of assignment.

12. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the Contract, and not disclose it except to people who need it and are bound by equivalent obligations.

This does not apply to information that is public through no fault of the recipient, was already lawfully held, is independently developed, or must be disclosed by law or a regulator.

These obligations continue for 3 years after the Contract ends.

13. Data protection

Where we process personal data on your behalf in providing the services, you are the controller and we are the processor. Schedule 1 sets out the terms required by Article 28 of the UK GDPR and forms part of the Contract.

Where we process personal data as a controller — your contact details, correspondence, billing records — our Privacy Notice applies.

14. Warranties

We warrant that:

• we will provide the services with reasonable care and skill, by suitably skilled people;
• the Deliverables will materially conform to the Proposal for 30 days after acceptance.

If a Deliverable does not conform during that period, tell us in writing and we will correct it at our cost. That is your sole remedy for a breach of this warranty.

The warranty does not cover faults caused by:

• changes made by you or anyone else without our written agreement;
• use of the Deliverables other than as intended or documented;
• your equipment, hosting, network or data;
• changes made by a third-party platform or service.

Except as expressly stated, all terms implied by statute or common law are excluded to the fullest extent permitted by law.

15. Limitation of liability

What we never exclude

Nothing in the Contract limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot lawfully be limited or excluded.

What we are not liable for

Subject to the above, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• loss of profit, revenue, business, contracts or anticipated savings;
• loss of goodwill or reputation;
• loss or corruption of data, where you have not kept adequate backups;
• loss arising from a third-party platform, service or provider;
• indirect or consequential loss.

Our overall cap

Subject to the above, our total liability arising out of or in connection with the Contract is limited to the greater of:

• the total Fees paid by you under the Contract in the 12 months before the claim; and
• £[CAP — align with the professional indemnity cover actually held].

Any claim must be brought within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

16. Insurance

We maintain professional indemnity insurance with a limit of £[AMOUNT] per claim, and public liability insurance with a limit of £[AMOUNT], and will provide evidence on reasonable request.

17. Termination

Either of us may terminate the Contract immediately by written notice if the other:

• commits a material breach that is not remediable, or fails to remedy a remediable breach within 14 days of written notice;
• becomes insolvent, or is subject to a bankruptcy or insolvency process.

We may also terminate, or suspend, if you fail to pay a sum due within 14 days of a written reminder.

You may terminate for convenience on 30 days' written notice. If you do, you must pay for all work carried out up to termination, any non-cancellable third-party costs we have committed to, and the deposit is non-refundable.

On termination

• all sums due to us become payable immediately;
• every licence to use the Deliverables terminates unless payment has been made in full, in which case clause 9 assignment applies to work completed and paid for;
• each of us returns or deletes the other's confidential information on request;
• clauses that by their nature should survive — including 9, 12, 13, 15 and 22 — continue.

18. Events outside our control

Neither of us is liable for failing to perform because of an event beyond our reasonable control, including internet or hosting failure, third-party platform outage, power failure, industrial action, epidemic, war or government action. The affected party will tell the other promptly. If the event continues for more than 60 days, either of us may terminate on written notice.

19. Non-solicitation

During the Contract and for 6 months after it ends, you will not solicit or employ any person we have engaged in delivering the services, without our written consent. This does not restrict responses to a general public advertisement.

20. Publicity

We may describe the work in general terms in our portfolio and marketing, and use your name and logo, unless you tell us in writing that you would rather we did not. We will not publish your confidential information, financial results or any performance figure without your prior written approval.

21. General

• Entire agreement. The Contract is the whole agreement between us and replaces anything said or written before it. Neither of us relies on any statement not set out in it. This does not limit liability for fraud.
• Variation. Changes must be in writing and agreed by both of us.
• Assignment. Neither may assign the Contract without the other's written consent, not to be unreasonably withheld. We may subcontract, but remain responsible for the work.
• Third parties. No one other than you and us has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
• No partnership. Nothing creates a partnership, joint venture or employment relationship.
• Notices. Notices must be in writing and sent by email to the addresses in the Proposal, and are deemed received on the next business day.
• Severance. If a provision is found unenforceable, the rest continues in force.
• Waiver. A delay in enforcing a right is not a waiver of it.

22. Governing law

The Contract and any dispute arising out of it, including non-contractual disputes, are governed by the law of England and Wales. Both of us submit to the exclusive jurisdiction of the courts of England and Wales.

Before starting proceedings, we will both try in good faith to resolve the dispute by discussion, and will consider mediation.

Schedule 1 — Data processing

This Schedule applies where we process personal data on your behalf, and sets out the terms required by Article 28(3) of the UK GDPR. Terms defined in the UK GDPR have the same meaning here.

1. Roles

You are the controller. We are the processor. You confirm you have a lawful basis for the processing and for disclosing the personal data to us.

2. Our obligations

We will:

• process personal data only on your documented instructions, including on transfers outside the UK, unless required otherwise by law — in which case we will tell you first unless the law prohibits it;
• ensure anyone authorised to process the data is under a duty of confidentiality;
• take appropriate technical and organisational security measures under Article 32, including encryption in transit, access control, multi-factor authentication and regular updates;
• assist you, so far as reasonably possible, with data subject requests, security obligations, breach notification and data protection impact assessments;
• notify you without undue delay, and in any event within 24 hours, of becoming aware of a personal data breach affecting your data;
• on termination, delete or return the personal data at your choice, unless we must keep it by law;
• make available the information reasonably needed to demonstrate compliance, and allow audits on reasonable notice, no more than once a year unless a breach or regulator requires it.

3. Sub-processors

You give general authorisation for us to appoint sub-processors, including hosting, email and where you have agreed under clause 11, AI providers. We will impose equivalent terms on them and remain liable for their acts. We will give you at least 14 days' notice of any intended addition or replacement, and you may object on reasonable data protection grounds.

4. International transfers

Where personal data is transferred outside the UK, we will ensure a valid transfer mechanism applies — UK adequacy regulations, the International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses.

5. Details of processing

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