Terms & Conditions

1. Definitions

In these Terms, the following definitions apply:

• "Company" means U & K Developers, trading as UK Tech Developers, registered in England & Wales, with its principal office at 69a Upper Abbey Road, Belvedere, DA17 5AF, London, United Kingdom.
• "Client" means the individual, business, or organisation that engages the Company for services.
• "Contract" means the agreement formed when the Client accepts a Proposal or commences payment.
• "Proposal" means the written scope of work, timeline, and pricing document issued by the Company.
• "Services" means the digital development, design, consultancy, or related services described in the Proposal.
• "Deliverables" means the work product, outputs, and materials created as part of the Services.
• "Intellectual Property" means all patents, trademarks, copyrights, design rights, database rights, trade secrets, know-how, and any other intellectual or industrial property rights.
• "Confidential Information" means any information disclosed by either party that is marked as confidential or that a reasonable person would consider to be confidential.
• "Working Day" means any day other than Saturday, Sunday, or a public holiday in England and Wales.

2. Formation of Agreement

A legally binding contract between the Company and Client is formed when:

• The Client signs and returns a Proposal or Statement of Work; or
• The Client makes a deposit or initial payment against a Proposal; or
• The Client provides written confirmation (including by email) of acceptance of a Proposal.

These Terms shall apply to all contracts between the parties unless expressly superseded in writing by a separate, signed Master Services Agreement. Any conflicting terms in the Client's purchase orders or other documents are hereby rejected unless specifically agreed to in writing by an authorised representative of the Company.

The Company's Proposals are valid for 30 days from the date of issue, unless otherwise stated. The Company reserves the right to withdraw or amend a Proposal at any time before it has been formally accepted by the Client.

3. Our Services

3.1 Scope of Work

The Company will provide the Services as described in the agreed Proposal. Any work outside the agreed scope constitutes a "change request" and will be separately costed and agreed in writing before commencement.

3.2 Timelines

Project timelines stated in a Proposal are estimates. While we make all reasonable efforts to meet agreed deadlines, timelines may be affected by:

• Delays in receiving Client materials, approvals, or feedback
• Changes in scope requested by the Client
• Third-party dependencies (e.g., domain propagation, API integrations)
• Force majeure events (see Clause 12)

Time shall not be of the essence in any contract unless expressly stated in writing by the Company.

3.3 Revisions

Unless otherwise specified in the Proposal, the following revision rounds are included as standard:

• Design phase: Up to 3 rounds of revisions
• Development phase: Up to 2 rounds of amends

Additional revision rounds beyond those included will be charged at our standard day rate, currently £350 per day or as agreed in the Proposal.

3.4 Subcontracting

The Company reserves the right to subcontract any part of the Services to qualified third parties, including our offices in India and Nepal, while remaining responsible for the quality and delivery of all Deliverables. The Company will not disclose confidential Client information to subcontractors without appropriate safeguards.

3.5 Website & Application Hosting

Unless a hosting package is included in the agreed Proposal, the Client is responsible for arranging and paying for their own hosting, domain registration, and third-party subscriptions. The Company provides no warranty or liability for third-party hosting providers selected by the Client.

4. Client Obligations

The Client agrees to:

• Provide all necessary information, materials, access credentials, assets, and approvals required for the Company to perform the Services in a timely manner
• Designate a primary point of contact who has the authority to approve deliverables and make decisions on behalf of the Client's organisation
• Provide feedback and approvals within the agreed turnaround times stated in the Proposal (typically 5–10 Working Days)
• Ensure that all materials, content, or data provided to the Company are owned by the Client or that the Client has all necessary rights and permissions to use them
• Ensure that the Company's use of Client-provided materials will not infringe the rights of any third party
• Make payments in accordance with the agreed payment schedule
• Not engage or attempt to engage directly with any of the Company's subcontractors or developers to circumvent the Company during or within 12 months of the project
• Use the Deliverables only for lawful purposes and not in a manner that would bring the Company into disrepute

5. Fees & Payment Terms

5.1 Fees

Fees are as set out in the Proposal. All prices are exclusive of UK VAT, which will be added at the prevailing rate where applicable. The Company reserves the right to review and adjust its rates annually with 30 days' notice.

5.2 Payment Schedule

Standard payment schedules for fixed-price projects are as follows:

• 30–50% deposit payable before work commences
• Milestone payments as agreed in the Proposal
• Final balance payable prior to project launch or delivery of final files

5.3 Payment Terms

All invoices are due for payment within 14 calendar days of the invoice date unless otherwise agreed in writing. For retainer services, payment is due on or before the first day of each service month.

5.4 Late Payment

In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, the Company reserves the right to charge statutory interest on overdue balances at a rate of 8% above the Bank of England base rate, plus a fixed debt recovery charge:

• Debt up to £999.99 — £40 recovery charge
• Debt £1,000–£9,999.99 — £70 recovery charge
• Debt of £10,000 or more — £100 recovery charge

The Company also reserves the right to suspend all Services and withhold Deliverables where any invoice is overdue by more than 14 days.

5.5 Disputed Invoices

The Client must notify the Company of any invoice dispute within 7 calendar days of receipt. Undisputed portions of invoices remain payable by the due date.

6. Intellectual Property Rights

6.1 Assignment to Client

Upon receipt of full and final payment of all sums due, the Company assigns to the Client all intellectual property rights in the bespoke Deliverables created specifically for the Client under the Contract, including source code, design assets, and written content.

6.2 Company's Retained IP

Notwithstanding the above, the Company retains all rights in:

• Pre-existing IP: Any code, tools, frameworks, libraries, design systems, or methodologies developed by the Company prior to or independently of the Contract
• Generic components: Reusable UI components, utility functions, and boilerplate code that form part of the Company's standard toolkit
• Third-party open-source software: Subject to the applicable open-source licence terms
• Company's portfolio rights: The right to display the Deliverables in the Company's portfolio, website, and marketing materials unless the Client requests confidentiality in writing

6.3 Licence for Pre-existing IP

The Company grants the Client a perpetual, royalty-free, non-exclusive licence to use any pre-existing Company IP incorporated into the Deliverables, solely for the purpose for which the Deliverables were created.

6.4 Client's Content

The Client grants the Company a non-exclusive licence to use the Client's materials, content, trademarks, and data solely for the purpose of performing the Services.

6.5 IP Warranty

The Client warrants that all materials provided to the Company are either owned by the Client or that the Client has all necessary rights, licences, and permissions to use them and to grant the Company the right to use them in connection with the Services.

7. Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose such information to any third party without the other party's prior written consent, except:

• To its employees, contractors, or professional advisers on a need-to-know basis who are bound by equivalent confidentiality obligations
• As required by law, court order, or regulatory authority
• Where the information has entered the public domain through no fault of the receiving party

The confidentiality obligations shall survive termination of the Contract for a period of 3 years. Upon termination, each party shall return or securely destroy the other's Confidential Information upon request.

8. Warranties & Representations

8.1 Company's Warranties

The Company warrants that:

• It has the right and authority to enter into the Contract
• The Services will be performed with reasonable care and skill by suitably qualified personnel
• The Deliverables will substantially conform to the specification agreed in the Proposal
• To the best of its knowledge, the Deliverables will not infringe any third-party intellectual property rights

8.2 Disclaimer of Warranties

To the fullest extent permitted by law, the Company makes no other warranty, express or implied, including:

• That the Deliverables will be error-free, uninterrupted, or completely secure
• That any specific business outcomes, revenue targets, SEO rankings, or performance metrics will be achieved
• Any implied warranty of merchantability or fitness for a particular purpose beyond what is expressly agreed

8.3 Post-Delivery Support Period

Unless a maintenance or support retainer is included in the Contract, the Company provides a complimentary 30-day bug-fix warranty from the date of project launch covering defects in Deliverables that do not conform to the agreed specification. This warranty does not cover new features, content changes, third-party failures, or issues arising from Client modifications.

9. Limitation of Liability

9.1 Exclusions

To the fullest extent permitted by applicable law, the Company shall not be liable for:

• Loss of profits, revenue, business, goodwill, or anticipated savings
• Loss of data or information
• Indirect, special, or consequential losses or damage
• Losses arising from third-party software, services, or platforms beyond the Company's reasonable control

9.2 Cap on Liability

The Company's total aggregate liability to the Client arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to the Company in the 12 months preceding the claim.

9.3 Exceptions

Nothing in these Terms shall limit or exclude the Company's liability for:

• Death or personal injury caused by the Company's negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded by law

10. Indemnity

The Client shall indemnify, defend, and hold harmless the Company and its directors, employees, subcontractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• The Client's breach of these Terms
• The Client's use of the Deliverables in an unlawful manner
• Any claim that Client-provided materials infringe the intellectual property, privacy, or other rights of a third party
• The Client's violation of applicable laws or regulations

11. Termination

11.1 Termination for Convenience

Either party may terminate the Contract by giving 30 days' written notice. In this event, the Client shall pay for all work completed to the date of termination in accordance with our Refund & Cancellation Policy.

11.2 Termination for Cause

Either party may terminate the Contract immediately by written notice if:

• The other party commits a material breach of these Terms that is not remedied within 14 days of written notice requiring such remedy
• The other party becomes insolvent, enters administration, receivership, or bankruptcy proceedings
• The other party ceases or threatens to cease carrying on business

11.3 Consequences of Termination

Upon termination for any reason:

• All outstanding invoices for work completed become immediately due and payable
• IP assignment is conditional on full payment of all amounts due
• Each party shall return the other's Confidential Information
• Provisions that by their nature should survive termination (IP, confidentiality, liability, governing law) shall continue to apply

12. Force Majeure

Neither party shall be in breach of the Contract or liable for any delay or failure to perform its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to:

• Acts of God, floods, fires, earthquakes, or natural disasters
• Acts of terrorism, war, civil unrest, or government action
• Pandemics, epidemics, or public health emergencies
• Internet or telecommunications outages beyond the party's control
• Failures of third-party services or infrastructure

The affected party shall notify the other as soon as practicable. If the force majeure event continues for more than 60 days, either party may terminate the Contract by giving 14 days' written notice, with payment for work completed to the termination date.

13. Data Protection

Each party shall comply with its respective obligations under the UK GDPR and the Data Protection Act 2018. Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a separate Data Processing Agreement as required by UK GDPR Article 28.

The Company's handling of personal data is governed by our Privacy Policy, available at uktechdeveloper.co.uk/privacy-policy.

14. Governing Law & Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Prior to commencing legal proceedings, the parties agree to make reasonable efforts to resolve disputes through good-faith negotiation and, if necessary, mediation.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Proposal and any Data Processing Agreement, constitute the entire agreement between the parties relating to the Services and supersede all prior agreements, representations, and understandings.

15.2 Amendments

No amendment or variation to these Terms shall be effective unless made in writing and signed by an authorised representative of both parties.

15.3 Waiver

No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy.

15.4 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

15.5 Assignment

The Client may not assign, transfer, or subcontract any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations to an affiliate or successor entity with 30 days' notice to the Client.

15.6 Notices

All formal notices under these Terms must be in writing and delivered by email to info@uktechdeveloper.co.uk or by post to our registered address at 69a Upper Abbey Road, Belvedere, DA17 5AF, London, UK.

15.7 Third Party Rights

These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term.

15.8 Anti-Bribery

Both parties shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010.