Terms of business

01 Who these terms are between

These terms are between Joe Thorp, trading as ToolWright, of Suite 708, 80A Ruskin Ave, Welling, DA16 3QQ ("I", "me", "my") and the business engaging me ("you", "your").

I work with businesses only. These terms are not consumer terms, and nothing here is intended to apply to anyone contracting outside the course of a business. If you're not contracting as a business, don't proceed — tell me and we'll stop there.

I am not registered for VAT, so there is no VAT to add to my prices. If that changes I will tell you before quoting.

02 How we form an agreement

• You send me your spreadsheet and tell me what it needs to do.
• I send you a written proposal setting out what I'll build, the price, and anything specifically excluded.
• You accept it in writing — email is fine — and pay the deposit.
• At that point we have a contract, made up of my proposal and these terms. Where the two disagree, the proposal wins.

Nothing said in conversation forms part of the agreement unless it's written into the proposal. That protects both of us.

03 What I'll build

A single web application, based on a single spreadsheet or process you've identified, doing what my proposal says it will do. Unless the proposal states otherwise, that includes:

• The application built and made live on a web address
• Your existing data from the source file migrated across
• A layout that works on phone, tablet and desktop
• The ability to export your data back out as a spreadsheet file
• One round of changes after delivery, as described in section 8
• Thirty days of fixes, as described in section 9

04 What isn't included

Unless my proposal expressly says otherwise, the price does not cover:

• Integration with accounting, ERP, CRM or any other third-party system
• User accounts, roles or permission systems beyond anything described in the proposal
• Migrating data from anywhere other than the single source file agreed
• Ongoing hosting beyond the first thirty days (see section 10)
• Training beyond a written guide and a walkthrough
• Additional applications, additional spreadsheets, or a second phase of work
• Third-party costs — domains, licences, paid services — which you pay for directly

Anything on this list can be quoted separately. I'd rather tell you at the start than discover it halfway through.

05 What I need from you

• The source file, and honest answers about how it's actually used — including the workarounds
• One named person who can make decisions and answer questions
• Replies within three working days when I'm waiting on something
• Confirmation that you have the right to give me the data you're sending, and that doing so doesn't breach anyone's rights
• Feedback at the halfway review, and testing at delivery

If I'm held up waiting on you, the delivery date moves by the length of the delay. If I'm waiting more than thirty days, I may treat the project as paused and invoice for the work completed to that point.

06 Timings

Two weeks means ten working days, counted from the later of: the day I receive your deposit, or the day I receive everything listed in section 5.

I'll give you something to look at roughly halfway through, so problems surface early rather than at handover.

Dates are estimates given in good faith and are not of the essence. I'll tell you as soon as I know if something will run over, and why.

07 Price and payment

• The price is fixed for the scope in the proposal. It doesn't change because the work turned out harder than I expected.
• Invoices are payable within 14 days by bank transfer.
• The deposit is non-refundable once work has started, since it covers time already committed.
• If the balance isn't paid, I may suspend or take down the application until it is. I'll give you seven days' written notice first.
• Late payment carries statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

08 Changes and acceptance

Your round of changes

After delivery you get one consolidated round of changes — send them as a single list within thirty days. Changes means adjustments to what was built: labels, layout, fields, calculations, workflow order. It doesn't mean new features or a different application.

Anything beyond that

If you want something outside the agreed scope, tell me and I'll quote it as a fixed price before doing any of it. No work happens, and no cost is incurred, without your written go-ahead.

Acceptance

The application is treated as accepted when you first use it for real work, or thirty days after delivery if you haven't raised anything in writing — whichever comes first. Acceptance doesn't affect your rights under section 9 or section 14.

09 Fixes after delivery

For thirty days after delivery I'll fix, free of charge, anything that doesn't do what the proposal says it does.

That covers defects. It doesn't cover changes of mind, new requirements, problems caused by someone editing the application themselves, or faults in a third-party service the application relies on.

10 Hosting and ongoing support

• Hosting for the first thirty days after go-live is included.
• After that you can take on the hosting yourself, or I'll host and maintain it for £30 per month, which covers hosting, security updates and small tweaks.
• The monthly arrangement is rolling. Either of us can end it with thirty days' notice, and there's no minimum term.
• If you end it, I'll give you your data as an export file and the application files, so you can host it elsewhere.
• I don't guarantee a particular level of uptime. The underlying hosting provider's availability is what it is, and I have no control over it.

11 Who owns what

Yours

All data you give me, and all data entered into the application, remains yours throughout. So does your branding, and any content you supply.

Yours on final payment

Once the balance is paid, you get a perpetual, irrevocable, worldwide licence to use, modify and host the application built for you, for your own business purposes. You can take it to another developer at any time and I won't obstruct that.

Mine

I keep ownership of the underlying tools, components, code libraries, patterns and know-how I bring to the job and reuse across clients. Your licence covers the application delivered to you; it doesn't transfer ownership of the general building blocks it's made from, and it doesn't stop me building similar applications for other businesses.

Until the balance is paid, I retain all rights in the work and any use of it is unlicensed.

Showing the work

I'd like to describe the work in general terms as an example of what I do — no client name, no data, no screenshots — unless you tell me not to. Say the word and I won't.

12 Data protection

Where I handle personal data contained in your files or your application, you are the controller and I am the processor. My privacy notice explains how I handle data generally. In addition, I agree that I will:

• Process personal data only on your documented instructions, unless the law requires otherwise — in which case I'll tell you first unless prohibited from doing so
• Process it only for the purpose of building, testing, delivering and supporting your application, and for the duration of that work
• Keep it confidential and ensure anyone with access is bound by confidentiality
• Apply appropriate technical and organisational security measures
• Not engage a new sub-processor without telling you first and giving you the chance to object
• Assist you, so far as reasonable, with data subject requests, security obligations, breach notifications and impact assessments
• Notify you without undue delay, and in any event within 24 hours, of becoming aware of a personal data breach affecting your data
• Delete or return the data at the end of the work, at your choice, and delete existing copies unless required to keep them by law
• Make available the information you reasonably need to demonstrate compliance, and allow for audit on reasonable notice

You confirm that you have a lawful basis for the data you give me, and that giving it to me is compatible with the purposes for which you collected it.

13 Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the purposes of this agreement, and not disclose it — except to advisers who need it and are themselves bound to confidentiality, or where the law requires disclosure.

This doesn't apply to information that's already public, was already known, or is independently developed without reference to the other's information. It continues for three years after the work ends.

14 What I promise

• I'll perform the work with reasonable skill and care, to a standard you'd expect from a competent developer.
• The application will do what my written proposal says it will do.
• I have the right to grant the licence in section 11, and to my knowledge the work doesn't infringe anyone else's intellectual property rights.

I don't promise the application will be free of every defect, will never be interrupted, or will suit a purpose I wasn't told about. Except as set out in these terms, all other warranties and conditions implied by law are excluded to the fullest extent permitted.

15 Limits on liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• My total liability arising out of this agreement is limited to the total fees you have paid me under it.
• I'm not liable for loss of profit, loss of business, loss of anticipated savings, loss of contracts, reputational damage, or any indirect or consequential loss.
• I'm not liable for loss or corruption of data. You are responsible for keeping your own backups, including of the original spreadsheet, and for backing up the application's data once live. I'll show you how; the responsibility stays with you.
• I'm not liable for failures in third-party services — hosting, domains, email, or anything else outside my control.

These limits reflect the price of the work. A higher cap can be agreed in writing for a higher fee.

16 Ending the agreement

• You can cancel at any time in writing. The deposit isn't refunded, and you pay for work completed up to that point.
• I can end the agreement if you don't pay, don't provide what's needed for more than thirty days, or ask me to do something unlawful. I'll give written notice and a chance to put it right first, unless the problem can't be put right.
• Either of us can end it immediately if the other becomes insolvent.
• On ending, you pay for work done. If you've paid in full for delivered work, the licence in section 11 survives.
• Sections 11, 12, 13, 15 and 18 survive the end of the agreement.

17 General

• Whole agreement. The proposal and these terms are the whole agreement between us and replace anything discussed beforehand.
• Variation. Changes to these terms need to be in writing and agreed by both of us.
• Assignment. Neither of us can transfer this agreement to someone else without the other's written consent, which won't be unreasonably withheld.
• Subcontracting. I don't subcontract the build. If that ever changed, I'd tell you first and remain responsible for the work.
• Third parties. Nobody other than you and me has rights under this agreement.
• Severability. If any part is found unenforceable, the rest still stands.
• No waiver. If I don't enforce something straight away, I haven't given up the right to enforce it later.
• Events outside our control. Neither of us is liable for delays caused by events genuinely beyond our reasonable control, provided we tell the other promptly.
• Notices. Written notice by email to the addresses we've been using is valid notice.

18 Law and jurisdiction

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.

Before going to court, we'll both make a genuine attempt to sort the problem out directly, and consider mediation if that doesn't work.