Software Development Terms
Commercial terms for custom software projects.
How These Terms Fit
These terms apply to custom software projects such as CRM, inventory (IMS), dashboards and internal business systems. They form part of your signed Agreement together with the approved scope and quote and our General terms. If they conflict, the signed scope and quote come first, then these terms, then the General terms.
Agreed Scope and Modules
The quote lists the modules, user roles, integrations, data migration and deliverables included, and the assumptions behind the price and timeline. Typical delivery is about 3 weeks (15 Business Days) under ideal conditions (a defined and approved scope, everything provided on time, no back-and-forth), counted as set out in the General terms. Changes and variations are not part of that commitment: each takes at least 24 to 48 hours, depending on the Agency's workload. More modules, integrations, migration or automation can change price and timeline, and are agreed in writing before work on them starts.
Your Responsibilities
You provide accurate information about your processes, timely decisions and feedback, test data, and access to systems we need to connect to. You are responsible for the lawfulness of the data you put into the system and for how your users use it.
Acceptance and Testing
We test each stage and ask you to test with your real workflows. You tell us in writing about defects within 7 days of delivery. We fix defects against the agreed scope. The system is accepted when you approve it, when you use it in live operation, or 14 days after delivery if you raise no defect.
Ownership and IP
When you have paid in full you own the custom software and related materials created specifically for you, unless the quote says otherwise. Until then they remain ours. We keep ownership of our pre-existing code, libraries, frameworks and know-how, and give you a perpetual, non-exclusive licence to use them as part of the delivered system. Our right to build similar systems for others is not restricted, provided we do not use your confidential information or data.
Third-Party and Open-Source Components
Software often includes open-source and third-party components. We identify the main ones in the handover documents. They are licensed under their own terms, which apply to you, and we are not responsible for changes made by their owners.
White-Label Delivery
If you resell the system under your own brand, you may do so under the terms agreed in the quote. You are responsible for your contracts with your own clients and for supporting them, unless we agree support in writing.
Hosting, Security and Data
Hosting and infrastructure are set out in the quote. We apply reasonable security practices during the build and review security as appropriate to the project. Depending on the system, controls may include role-based access, secure authentication, encryption in transit, audit logging and backups; we agree these with you and do not promise any system is free of vulnerabilities. You remain the owner and responsible controller of the personal data in your system. Where we process it for you, our Data processing terms apply.
Payment, Timing and Late Delivery
Payment, the start of work, Business Days, client delays, late delivery and force majeure work as set out in the General terms and the Payment and refund policy.
Handover
When you have paid in full we hand over what the quote lists, which may include source code, configuration, documentation and access to accounts. Credentials and accounts should be in your name where possible.
Support and Maintenance
Support, bug-fixing after the warranty period, monitoring, upgrades and changes are agreed separately, with response times written into that agreement. For the first 30 days after acceptance we fix defects in the agreed scope at no extra charge.
Liability
Our liability is limited as set out in the General terms. We are not responsible for loss caused by your data, your instructions, third-party services, or use of the system outside the agreed scope.