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SERVICE TERMS
LAST UPDATED: JANUARY 1, 2026
1. Scope of Work
All Services are defined in a written proposal, scope, or statement of work (“SOW”). Only items listed in the SOW are included. Anything outside the SOW may be quoted separately. We reserve the right to adjust timelines or deliverables if you request changes, delay approvals, or fail to provide required materials.
2. Client Responsibilities
You agree to...
Provide clear, timely information and access required for the work
Make decisions and give approvals within reasonable timeframes
Ensure that any materials you supply do not infringe third-party rights
Appoint a single point of contact to avoid conflicting direction
Delays in input or approvals may extend delivery dates.
3. Fees and Payment
Fees are outlined in the SOW and may be fixed-fee, milestone-based, or time-and-materials.
Invoices are due within 14 days of issue.
Late payments may result in suspension of Services.
All fees are exclusive of taxes unless stated otherwise.
Any third-party costs will be billed separately or paid directly by you.
We may adjust rates annually with notice.
4. Intellectual Property
Unless otherwise agreed in writing...
You own the final deliverables upon full payment of all fees.
We retain ownership for the underlying tools, frameworks, components, or libraries, pre-existing IP, alongside our internal methodologies or processes.
We grant you a license to use our background IP into our deliverables.
You may not reverse engineer or resell our proprietary tools or systems.
5. Confidentiality
Both parties must keep confidential any non-public information shared during the engagement. This includes technical, business, financial, or strategic information. Confidentiality obligations survive the termination of these Terms.
6. Data Protection
If we process personal data while delivering the Services:
Each party will comply with applicable data protection laws.
A Data Processing Addendum (DPA) may be attached if required.
You’re responsible for the rights to provide any data you share with us.
7. Use of Work for Portfolio
We may showcase non-confidential work (designs, case studies, technical outcomes) for marketing or portfolio purposes unless you inform us in writing before the project begins. Sensitive or embargoed projects will not be published.
8. Warranties & Limitations
We provide Services with reasonable skill and care but do not guarantee...
Specific commercial outcomes.
Software will be error-free.
Interoperability with third-party tools not listed in the SOW.
Uninterrupted or continuous performance.
To the fullest extent permitted by law, our liability is limited to the total fees paid under the relevant SOW. We are not liable for indirect or consequential losses.
9. Change Requests
Changes to scope, features, strategy or requirements must be documented and may affect pricing and timelines. Work will not begin on changed items until both parties agree in writing.
10. Term & Termination
Either party may terminate the engagement with 14 days’ written notice, unless otherwise stated in the SOW.
We may terminate immediately when...
Invoices remain unpaid after reasonable reminders.
You breach these Terms.
Project becomes unworkable due to repeated delays or lack of direction.
Upon termination...
Work completed to date will be invoiced.
Any rights to final deliverables transfer only after full payment.
Confidential information must be returned or destroyed.
11. Third-Party Services
Where third-party products, APIs, hosting, or software are required...
We’re not responsible for updates, outages, price changes, or deprecations.
You agree to any licensing or usage rules imposed by those providers.
12. Non-Solicitation
For 12 months after the project, you agree not to directly hire or solicit any of our staff or contractors who worked with you, unless we give written consent.
Governing Law
These Terms are governed by the laws of England and Wales. Any disputes will be resolved in the courts of that jurisdiction.
Entire Agreement
These Terms, together with the SOW or proposal, constitute the entire agreement. No verbal promises or informal understandings apply.
©AVery Mallow, MMXXVI