Terms and Conditions

Last updated: January 15, 2025

1. Definitions and Interpretation

In these Terms and Conditions:

• "Agreement" means the contract between the Company and the Client comprising the Proposal and these Terms and Conditions
• "Bespoke Software" or "Software" means the custom software application developed by the Company for the Client
• "Client" means the person or entity purchasing the Services
• "Company" means CODEZERO1
• "Confidential Information" means any information disclosed by one party to the other marked as confidential or which ought reasonably to be considered confidential
• "Deliverables" means the Software and any other work product provided under this Agreement
• "Go-Live Date" means the date specified in the Proposal or such other date as agreed in writing between the parties
• "Hosting Services" means the hosting of the Software on servers maintained or procured by the Company
• "Intellectual Property Rights" means all patents, copyrights, design rights, trademarks, know-how, and all other intellectual property rights
• "Proposal" means the written proposal or statement of work referencing these Terms and Conditions
• "Service Level Agreement" or "SLA" means the service levels, response times, and remedies set out in the Proposal or separately agreed in writing
• "Services" means the development, hosting, and support services provided by the Company
• "Specification" means the functional and technical requirements for the Software as set out in the Proposal
• "Support Services" means the maintenance and support services described in the Proposal

2. Services

The Company shall provide the Services in accordance with the Specification and these Terms and Conditions.

The Company shall use reasonable skill and care in providing the Services and shall comply with industry best practices.

Time shall not be of the essence for any dates or periods specified in the Proposal unless expressly stated otherwise.

3. Client Obligations

The Client shall:

• Provide timely access to personnel, systems, and information as reasonably required
• Review and approve deliverables within the timeframes specified in the Proposal
• Ensure the accuracy of all information and materials provided to the Company
• Obtain all necessary licences and consents for any third-party materials incorporated into the Software at the Client's request
• Comply with all applicable laws and regulations

Any delay by the Client in fulfilling its obligations may result in corresponding delays to the project timeline and additional charges.

4. Development Process

The Company shall develop the Software in accordance with the agreed Specification using an iterative development methodology unless otherwise agreed.

The Client acknowledges that software development is an iterative process and that refinements may be necessary as the project progresses.

Any changes to the Specification after approval must be agreed in writing and may result in additional charges and revised timelines.

5. Acceptance

The Company shall notify the Client when the Software is ready for acceptance testing.

The Client shall have 14 days from notification to perform acceptance testing and notify the Company of any material defects.

If no material defects are notified within the acceptance period, the Software shall be deemed accepted.

Material Defects Include:

• System crashes or failures that prevent use of core functionality
• Data loss or corruption
• Security vulnerabilities that expose data to unauthorised access
• Failure to meet the functional requirements specified in the Specification
• Performance issues that render the Software unusable for its intended purpose

Minor Defects Include:

Minor defects that do not materially affect the functionality of the Software shall not prevent acceptance but shall be remedied as part of Support Services. Minor defects include:

• Cosmetic issues that do not affect functionality
• Non-critical error messages
• Minor performance issues that do not prevent normal use
• Issues affecting non-essential features

6. Intellectual Property

All Intellectual Property Rights in the Bespoke Software and all Deliverables shall remain vested in the Company at all times.

Upon payment in full of all sums due under this Agreement, the Company grants to the Client a non-exclusive, non-transferable licence to use the Software for the Client's internal business purposes only for the duration of this Agreement.

The Client's Licence Includes the Right to:

• Use the Software in accordance with the Specification
• Create and use copies for backup and disaster recovery purposes
• Allow employees and authorised contractors to use the Software

The Client Shall Not:

• Sub-license, sell, rent, lease, or otherwise transfer the Software to third parties
• Modify, adapt, or create derivative works of the Software without the Company's prior written consent
• Reverse engineer, decompile, or disassemble the Software
• Remove or alter any proprietary notices

The Company retains the unrestricted right to use any ideas, concepts, know-how, or techniques developed during the project, develop similar software for other clients, and use the Software for demonstration purposes (with confidential information removed).

7. Hosting Services

Where Hosting Services are provided:

• The Company shall provide the service levels set out in the SLA
• The Company shall implement reasonable security measures
• The Company shall perform regular backups in accordance with the schedule set out in the Proposal
• The Client's data remains the property of the Client
• Any remedies for failure to meet the SLA shall be as specified in the Proposal and constitute the Client's sole remedy for service level failures

The Company reserves the right to suspend Hosting Services if payment is overdue by more than 30 days, the Client breaches the Acceptable Use Policy, or suspension is required for emergency maintenance or security reasons.

8. Support Services

Support Services shall be provided during Business Hours (9:00 AM to 5:30 PM UK time, Monday to Friday, excluding public holidays) unless otherwise specified in the Proposal.

Support Services Include:

• Bug fixes for defects in the Software
• Minor updates and patches
• Technical support via agreed channels

Support Services Exclude:

• Training
• Enhancements or new features
• Issues caused by third-party software or Client modifications
• Data recovery beyond standard backup procedures

9. Fees and Payment

The Client shall pay the fees set out in the Proposal.

Unless otherwise specified:

• Development fees are payable according to the payment schedule in the Proposal
• Hosting and Support fees are payable monthly in advance
• All invoices are payable within 30 days of date of invoice

All fees are exclusive of VAT which shall be charged at the applicable rate.

The Company reserves the right to charge interest on overdue amounts at 4% above the Bank of England base rate.

Annual Price Increases

Hosting and Support fees shall be subject to an annual increase on each anniversary of the Go-Live Date. The annual increase shall be the greater of 3% or the percentage increase in the Retail Price Index (RPI) over the preceding 12 months. The Company shall provide at least 30 days' written notice of any price increase.

10. Warranties and Liability

The Company warrants that it has the right to provide the Services, the Software will materially conform to the Specification for 90 days from acceptance, and the Services will be provided with reasonable skill and care.

The Company does not warrant that the Software will be error-free or uninterrupted.

The Company's total liability under this Agreement shall not exceed the total fees paid by the Client in the 12 months preceding the claim.

Neither party shall be liable for indirect, consequential, or special damages, loss of profits, business, or revenue, loss of anticipated savings, or loss of data (subject to backup obligations).

Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Confidentiality

Each party shall keep confidential all Confidential Information received from the other party and shall not disclose it to third parties without prior written consent.

This obligation shall not apply to information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party, or is required to be disclosed by law or court order.

12. Data Protection

Both parties shall comply with all applicable data protection legislation including the UK GDPR and Data Protection Act 2018.

The Client acknowledges and agrees that the Client is the data controller for all personal data processed using the Software, is solely responsible for determining the purposes and means of processing personal data, shall conduct all necessary Data Protection Impact Assessments (DPIAs) prior to processing personal data, and shall implement appropriate technical and organisational measures to ensure data protection compliance.

The Client shall indemnify the Company against all claims, losses, and expenses arising from the Client's failure to comply with data protection laws, any unauthorised or unlawful processing instructions given by the Client, or any data breach caused by the Client's actions or omissions.

13. Term and Termination

This Agreement shall commence on the Go-Live Date and shall continue for an initial term of 12 months, automatically renewing for successive 12-month periods.

The Company May Terminate This Agreement:

• At any time by giving 30 days' written notice to the Client
• Immediately if the Client commits a material breach and fails to remedy it within 14 days of written notice
• Immediately if the Client becomes insolvent
• Immediately if any fees remain unpaid 30 days after the due date
• Immediately if the Client breaches the licence terms or Acceptable Use Policy

The Client May Terminate This Agreement:

• After the first 6 months of the Initial Term by giving 30 days' written notice
• At the end of any Renewal Term by giving 30 days' written notice
• Immediately if the Company commits a material breach and fails to remedy it within 14 days of written notice
• Immediately if the Company becomes insolvent

Upon termination, the Client shall pay all outstanding fees up to the effective date of termination, and the Client's licence to use the Software shall terminate according to the specified terms in the Agreement.

14. Force Majeure

Neither party shall be liable for delays or failures due to causes beyond their reasonable control including acts of God, war, terrorism, pandemic, or failure of third-party services.

15. General

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements relating to its subject matter.

Any variation must be in writing and signed by both parties.

If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in effect.

This Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

Neither party may assign this Agreement without the prior written consent of the other, except that the Company may assign to an affiliate or successor.

All notices shall be in writing and sent to the addresses specified in the Proposal.

16. Contact Information

For questions regarding these terms and conditions, please contact us at: