Terms And Conditions - Fixed Price (v1.0)
Introduction & Scope
These Terms & Conditions (“Terms”) govern all fixed-price development services (“Services”) provided by Protoworks (“Protoworks”, “we”, “us”) a sole trader.
These Terms, in conjunction with a project-specific **Statement of Work** (“SOW”), form the entire binding agreement (“Agreement”) between Protoworks and the client (“Client”, “you”). By signing a Statement of Work that references these Terms, you accept this Agreement.
No variation to this Agreement shall be effective unless agreed in writing by both parties. Email confirmation is sufficient unless otherwise stated.
Engagement & Statement of Work (SOW)
- Statement of Work (SOW): All Services will be detailed in a separate SOW, which must be signed by both parties. Each SOW will include: project objectives, a detailed list of deliverables, project-specific timelines, and the total fixed fee.
- Primacy of SOW: If any conflict arises between these Terms and an SOW, the terms of the SOW will take precedence.
- Out of Scope: Any work not explicitly listed as a deliverable in the SOW is considered "Out of Scope" and will require a formal Change Request.
- No deliverable, feature, behaviour, or outcome shall be deemed implied by industry practice, prior discussions, assumptions, or expectation unless expressly stated in the SOW.
Fees, Invoicing & Payment
- Fixed Fee: Protoworks will perform the Services for the total fixed fee set forth in the SOW (“Project Fee”).
- Payment Schedule: Unless otherwise agreed in the SOW, the Project Fee will be invoiced in two parts: a 50% deposit due upon signing the SOW to commence work, and the final 50% due upon final project acceptance, prior to delivery of final files. The deposit is non-refundable except where required by law.
- Invoicing: All invoices are payable within 14 days of receipt.
- Late Payments: We reserve the right to charge interest on any undisputed overdue invoices at a rate of 4% per annum above the Bank of England's base rate.
- Expenses: Any pre-approved, out-of-pocket expenses (e.g., stock photography, specialist fonts) will be billed at cost.
Change Request Process
We understand that project requirements can change. Any request for work that is "Out of Scope" must be submitted as a formal Change Request. We will provide a written quote detailing the impact on the Project Fee and timeline. We will not begin work on the requested change until you have approved the Change Request in writing (email is sufficient). No conduct, partial implementation, discussion, prototype, or interim work shall be deemed acceptance of a Change Request unless approved in writing.
Client Obligations
To keep the project on track, you agree to provide all necessary materials (e.g., text, images, brand assets) and timely feedback in writing. Any delays caused by the Client may result in corresponding adjustments to the project timeline and delivery dates. We are not responsible for any delays to the timeline caused by your failure to provide materials or feedback in a timely manner.
Intellectual Property
Once all fees for the relevant SOW are paid in full, you will own all bespoke code, designs, and other deliverables created specifically for your project.
We retain ownership of all pre-existing libraries, tools, and general-purpose code (“Protoworks IP”) but grant you a perpetual, royalty-free, non-exclusive licence to use any Protoworks IP that is incorporated into the final Deliverables.
Acceptance & Warranty
- Acceptance: Upon notification of project completion, you will have ten (10) business days (“Acceptance Period”) to review and test the deliverables. You must provide written notice of any material defects (i.e., failure to conform to the SOW). Acceptance shall not be unreasonably withheld. The project will be deemed "Accepted" if no such notice is provided within the Acceptance Period.
- Warranty: We provide a thirty (30) day warranty (“Warranty Period”) starting from the date of final Acceptance. During this period, we will correct any bugs or defects (that were part of the original SOW) at no additional charge.
- Exclusions: The warranty does not cover issues caused by you, third-party software, or changes to the hosting environment after delivery.
- This warranty does not guarantee that the Deliverables will meet any particular business, commercial, regulatory, or financial purpose unless expressly stated in the SOW.
Liability
Our total liability to you under any SOW is strictly capped at the total Project Fee paid by you for that SOW. We are not liable for any indirect or consequential losses (e.g., lost profit, lost data). Nothing in this Agreement limits liability for death, personal injury, or fraud.
Confidentiality & NDA
Each party must keep the other's confidential information secret for five years (trade secrets indefinitely). Protoworks will sign a mutual NDA provided it is time-limited (≤ 5 years), not overly broad and does not restrict Protoworks from working for others in the same field.
Nothing in this clause prevents Protoworks from using non-confidential, high-level project descriptions for general portfolio or marketing purposes, unless the Client has opted out under the Publicity & Portfolio Rights clause.
Publicity & Portfolio Rights
Unless the Client expressly opts out in writing, Protoworks may reference the Client's name, logo and a high-level description of the project in its portfolio, website and marketing materials ("Publicity Use"). Publicity Use will never include confidential information, source code, proprietary algorithms, financial data, security-sensitive information or any information covered by an NDA.
Protoworks will not publish details of any project before it has been publicly launched by the Client (or, if no launch is planned, until the Client confirms in writing that publication is permitted).
If the Client prefers full anonymity, the Client may opt out of Publicity Use at any time by providing written notice. Protoworks will comply within 7 days.
Termination
- Breach: Either party may terminate this Agreement with 14 days' written notice if the other party commits a material breach and fails to fix it within that period.
- Cancellation: You may cancel an SOW at any time by providing written notice. In such an event, you must pay for all work completed up to the date of termination, calculated at our standard PAYG hourly rate.
Work completed will be determined reasonably and in good faith based on time recorded and progress toward the agreed deliverables.
Protoworks’ time records shall be presumed accurate unless proven otherwise.
The total amount due shall not be less than the deposit and shall not exceed the agreed fixed price for that SOW. The deposit will be applied toward the total amount due. You are also responsible for any non-cancellable third-party expenses incurred up to the date of termination. - Effect of Termination: Upon termination, we will deliver all reasonably completed work-in-progress to you after all outstanding invoices have been paid.
Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, illness, supplier failure, internet or cloud service outages, labour disputes, or governmental action.
Governing Law
This Agreement is governed by English law, and the courts of England & Wales have exclusive jurisdiction.
Terms And Conditions - Fixed Price (v1.0)
Introduction & Scope
These Terms & Conditions (“Terms”) govern all fixed-price development services (“Services”) provided by Protoworks (“Protoworks”, “we”, “us”) a sole trader.
These Terms, in conjunction with a project-specific **Statement of Work** (“SOW”), form the entire binding agreement (“Agreement”) between Protoworks and the client (“Client”, “you”). By signing a Statement of Work that references these Terms, you accept this Agreement.
No variation to this Agreement shall be effective unless agreed in writing by both parties. Email confirmation is sufficient unless otherwise stated.
Engagement & Statement of Work (SOW)
- Statement of Work (SOW): All Services will be detailed in a separate SOW, which must be signed by both parties. Each SOW will include: project objectives, a detailed list of deliverables, project-specific timelines, and the total fixed fee.
- Primacy of SOW: If any conflict arises between these Terms and an SOW, the terms of the SOW will take precedence.
- Out of Scope: Any work not explicitly listed as a deliverable in the SOW is considered "Out of Scope" and will require a formal Change Request.
- No deliverable, feature, behaviour, or outcome shall be deemed implied by industry practice, prior discussions, assumptions, or expectation unless expressly stated in the SOW.
Fees, Invoicing & Payment
- Fixed Fee: Protoworks will perform the Services for the total fixed fee set forth in the SOW (“Project Fee”).
- Payment Schedule: Unless otherwise agreed in the SOW, the Project Fee will be invoiced in two parts: a 50% deposit due upon signing the SOW to commence work, and the final 50% due upon final project acceptance, prior to delivery of final files. The deposit is non-refundable except where required by law.
- Invoicing: All invoices are payable within 14 days of receipt.
- Late Payments: We reserve the right to charge interest on any undisputed overdue invoices at a rate of 4% per annum above the Bank of England's base rate.
- Expenses: Any pre-approved, out-of-pocket expenses (e.g., stock photography, specialist fonts) will be billed at cost.
Change Request Process
We understand that project requirements can change. Any request for work that is "Out of Scope" must be submitted as a formal Change Request. We will provide a written quote detailing the impact on the Project Fee and timeline. We will not begin work on the requested change until you have approved the Change Request in writing (email is sufficient). No conduct, partial implementation, discussion, prototype, or interim work shall be deemed acceptance of a Change Request unless approved in writing.
Client Obligations
To keep the project on track, you agree to provide all necessary materials (e.g., text, images, brand assets) and timely feedback in writing. Any delays caused by the Client may result in corresponding adjustments to the project timeline and delivery dates. We are not responsible for any delays to the timeline caused by your failure to provide materials or feedback in a timely manner.
Intellectual Property
Once all fees for the relevant SOW are paid in full, you will own all bespoke code, designs, and other deliverables created specifically for your project.
We retain ownership of all pre-existing libraries, tools, and general-purpose code (“Protoworks IP”) but grant you a perpetual, royalty-free, non-exclusive licence to use any Protoworks IP that is incorporated into the final Deliverables.
Acceptance & Warranty
- Acceptance: Upon notification of project completion, you will have ten (10) business days (“Acceptance Period”) to review and test the deliverables. You must provide written notice of any material defects (i.e., failure to conform to the SOW). Acceptance shall not be unreasonably withheld. The project will be deemed "Accepted" if no such notice is provided within the Acceptance Period.
- Warranty: We provide a thirty (30) day warranty (“Warranty Period”) starting from the date of final Acceptance. During this period, we will correct any bugs or defects (that were part of the original SOW) at no additional charge.
- Exclusions: The warranty does not cover issues caused by you, third-party software, or changes to the hosting environment after delivery.
- This warranty does not guarantee that the Deliverables will meet any particular business, commercial, regulatory, or financial purpose unless expressly stated in the SOW.
Liability
Our total liability to you under any SOW is strictly capped at the total Project Fee paid by you for that SOW. We are not liable for any indirect or consequential losses (e.g., lost profit, lost data). Nothing in this Agreement limits liability for death, personal injury, or fraud.
Confidentiality & NDA
Each party must keep the other's confidential information secret for five years (trade secrets indefinitely). Protoworks will sign a mutual NDA provided it is time-limited (≤ 5 years), not overly broad and does not restrict Protoworks from working for others in the same field.
Nothing in this clause prevents Protoworks from using non-confidential, high-level project descriptions for general portfolio or marketing purposes, unless the Client has opted out under the Publicity & Portfolio Rights clause.
Publicity & Portfolio Rights
Unless the Client expressly opts out in writing, Protoworks may reference the Client's name, logo and a high-level description of the project in its portfolio, website and marketing materials ("Publicity Use"). Publicity Use will never include confidential information, source code, proprietary algorithms, financial data, security-sensitive information or any information covered by an NDA.
Protoworks will not publish details of any project before it has been publicly launched by the Client (or, if no launch is planned, until the Client confirms in writing that publication is permitted).
If the Client prefers full anonymity, the Client may opt out of Publicity Use at any time by providing written notice. Protoworks will comply within 7 days.
Termination
- Breach: Either party may terminate this Agreement with 14 days' written notice if the other party commits a material breach and fails to fix it within that period.
- Cancellation: You may cancel an SOW at any time by providing written notice. In such an event, you must pay for all work completed up to the date of termination, calculated at our standard PAYG hourly rate.
Work completed will be determined reasonably and in good faith based on time recorded and progress toward the agreed deliverables.
Protoworks’ time records shall be presumed accurate unless proven otherwise.
The total amount due shall not be less than the deposit and shall not exceed the agreed fixed price for that SOW. The deposit will be applied toward the total amount due. You are also responsible for any non-cancellable third-party expenses incurred up to the date of termination. - Effect of Termination: Upon termination, we will deliver all reasonably completed work-in-progress to you after all outstanding invoices have been paid.
Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, illness, supplier failure, internet or cloud service outages, labour disputes, or governmental action.
Governing Law
This Agreement is governed by English law, and the courts of England & Wales have exclusive jurisdiction.