Custom Service Terms
These business terms apply to custom development or IT work only when incorporated into an accepted contract or Order. The signed Master Service Agreement, Project Contract and technical specification control the engagement. A commercial proposal describes a possible deal and does not by itself order work.
1. Scope payment and changes
Only described and priced deliverables, integrations, revisions, environments, security or performance tests are included. Unlisted functions, new preferences, extra languages, major external changes and additional support require an authorised Change Order. Examples and sales discussions do not expand the signed specification.
Invoices are due in 7 calendar days unless the signed Order differs. B2B bank-transfer proposals may expressly include a lawful disclosed 5% commercial transfer charge, separate from client-side bank costs. It does not apply automatically to cards or consumers. Overdue undisputed sums allow notified suspension of work and withholding of unpaid provider deliverables; earned payment debts remain due.
2. Client duties and delivery
The client supplies lawful content, instructions, access, approvals and its required business permissions. Client delays and evidenced external blockers extend estimates by actual delay and reasonable remobilisation. Fixed dates exist only when expressly agreed; the signed contract's indicative-delay rule controls indicative estimates.
We exercise reasonable professional skill and care and deliver material conformity to Scope. Advanced audits, certification, client regulatory consultancy, monitoring, backups and maintenance need express scope. Neither party's own mandatory security, privacy or other legal duties are excluded. No revenue, user, SEO, advertising, financing or market-approval result is guaranteed.
3. Acceptance warranty and IP
The B2B default review period is 5 Business Days after an identified submission and usable access. Rejection identifies a reproducible material failure against an agreed test. Written approval, actual production use outside a stated pilot, or expiry of the notified period without a valid rejection may establish acceptance. Minor issues are recorded for covered correction and do not block otherwise usable work; covered latent defects and mandatory remedies remain.
The default custom-work B2B defect warranty is 20 calendar days from final acceptance or first production use, whichever first occurs. It covers attributable material defects reported in time, not new features or problems caused by client changes, misuse, external changes or missing maintenance. Our own proven breach is not excused merely because an external provider or attack was involved.
Transferable economic rights in expressly identified custom works are retained by us contrary to default early commissioned-work rules until full cleared Order payment and approved changes, acceptance or documented paid closure, handover readiness and expiry of the following 14 calendar day release period. Background IP, third party licences and moral rights are excluded. The signed instrument identifies works, uses, territory, term and consideration. Access alone does not transfer title; a completed lawful assignment is not automatically reversed by later dispute.
4. Risk confidentiality and exit
For B2B, the lawful aggregate damages cap is the lesser of affected-Order fees paid in the preceding 3 months and fees paid for the specifically affected priced deliverable, with the first amount if none is separately priced. Indirect and consequential business losses are excluded where lawful. Fraud, intentional breach, mandatory restitution and other non-limitable liability remain; statutory claim periods are not shortened.
Signed contracts protect confidentiality, introduced personnel and IP. Production personal-data access requires an appropriate completed DPA and transfer safeguards. Cancellation settles earned work, agreed reservations and approved commitments, credits advances and returns any genuinely unearned uncommitted balance. Client-owned data and credentials are distinct from unpaid source code. Website updates do not alter signed Orders.