Terms And Conditions - Pay-As-You-Go (v1.0)
Introduction & Scope
Protoworks (“Protoworks”, “we”, “us”) is a sole trader based in the UK that delivers pay-as-you-go prototype and software-development services (“Services”). These Terms & Conditions (“Terms”) govern every engagement. By (a) purchasing the one-hour starter bundle or (b) confirming in writing that work should begin, the client (“Client”, “you”) accepts these Terms. No separate, signed contract is required.
Engagement & Deliverables
- Work Brief: Objectives, deliverables and estimates are set out in a quotation / email thread (“Work Brief”).
- Execution: Protoworks carries out the Services and supplies prototypes, source code, binaries and documentation (“Deliverables”) in line with the Work Brief.
- Client duties: Provide timely feedback, materials, access and a single point-of-contact.
- Acceptance: You have 10 business days to accept or list defects; silence = deemed acceptance.
- Excluded services: Ongoing support, hosting or regulatory certification unless expressly included.
Fees & Payment (Pay-as-You-Go)
- Starter bundle: One prepaid hour of development time.
- Top-ups: Min 1 hour. Max account balance 10 hours; excess is rejected/refunded.
- Pause & resume: Work pauses automatically at £0 balance and resumes when credit is topped up.
- Refunds: Protoworks will refund any unused development time remaining in the Payment Account upon Client request. Frequent refund requests may result in a reduction of the 10-hour maximum account balance to cover administrative costs.
- Expenses: Extraordinary costs (travel, specialist parts) billed at cost if pre-approved.
Intellectual Property
Once all fees are paid, the Client owns all bespoke Deliverables.
Protoworks retains ownership of pre-existing libraries and tools but grants the Client a perpetual, royalty-free licence to use them within the Deliverables. Third-party/open-source components remain under their original licences. Client-supplied materials stay the Client's property.
Revisions & Change Requests
Minor tweaks consistent with the original scope are included at the standard hourly rate within available credit. Substantive changes require a written Change Request that states cost + timeline impact and must be approved by both parties before work proceeds.
Timelines & Delays
Project schedules in a Work Brief are good-faith estimates — time is not of the essence unless expressly stated. Client-caused delays extend deadlines. Force-majeure events suspend obligations; either party may terminate if performance is impossible for 30 days.
Liability & Warranties
Services are performed with reasonable care and skill; defects reported within 30 days will be corrected at no charge. Protoworks's total liability is capped at fees paid for the relevant project. Indirect or consequential losses (e.g. lost profit, data or goodwill) are excluded. Nothing 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.
Dormant Projects & Termination
- Convenience: Either party may terminate on 30 days' notice.
- Breach: 14-day cure period, then immediate termination if uncured.
- Dormant: No contact for 90 days ⇒ project archived, prototypes disposed, unused credit refunded.
- Hiatus: Project kept active if Client agrees a break in advance.
- Restarting: Archived projects can be reopened with a new starter bundle.
Governing Law, Notices & Communication
These Terms are governed by English law; courts of England & Wales have exclusive jurisdiction. Routine project updates use email or an agreed messaging app (Signal/WhatsApp); phone calls are for urgent matters only. Formal notices must be in writing and may be sent to Loading email... or Loading phone... (followed by written confirmation).
Acceptance
Paying the starter bundle, topping-up the Payment Account or instructing Protoworks to begin work constitutes acceptance of these Terms. Protoworks looks forward to a successful collaboration.
Terms And Conditions - Pay-As-You-Go (v1.0)
Introduction & Scope
Protoworks (“Protoworks”, “we”, “us”) is a sole trader based in the UK that delivers pay-as-you-go prototype and software-development services (“Services”). These Terms & Conditions (“Terms”) govern every engagement. By (a) purchasing the one-hour starter bundle or (b) confirming in writing that work should begin, the client (“Client”, “you”) accepts these Terms. No separate, signed contract is required.
Engagement & Deliverables
- Work Brief: Objectives, deliverables and estimates are set out in a quotation / email thread (“Work Brief”).
- Execution: Protoworks carries out the Services and supplies prototypes, source code, binaries and documentation (“Deliverables”) in line with the Work Brief.
- Client duties: Provide timely feedback, materials, access and a single point-of-contact.
- Acceptance: You have 10 business days to accept or list defects; silence = deemed acceptance.
- Excluded services: Ongoing support, hosting or regulatory certification unless expressly included.
Fees & Payment (Pay-as-You-Go)
- Starter bundle: One prepaid hour of development time.
- Top-ups: Min 1 hour. Max account balance 10 hours; excess is rejected/refunded.
- Pause & resume: Work pauses automatically at £0 balance and resumes when credit is topped up.
- Refunds: Protoworks will refund any unused development time remaining in the Payment Account upon Client request. Frequent refund requests may result in a reduction of the 10-hour maximum account balance to cover administrative costs.
- Expenses: Extraordinary costs (travel, specialist parts) billed at cost if pre-approved.
Intellectual Property
Once all fees are paid, the Client owns all bespoke Deliverables.
Protoworks retains ownership of pre-existing libraries and tools but grants the Client a perpetual, royalty-free licence to use them within the Deliverables. Third-party/open-source components remain under their original licences. Client-supplied materials stay the Client's property.
Revisions & Change Requests
Minor tweaks consistent with the original scope are included at the standard hourly rate within available credit. Substantive changes require a written Change Request that states cost + timeline impact and must be approved by both parties before work proceeds.
Timelines & Delays
Project schedules in a Work Brief are good-faith estimates — time is not of the essence unless expressly stated. Client-caused delays extend deadlines. Force-majeure events suspend obligations; either party may terminate if performance is impossible for 30 days.
Liability & Warranties
Services are performed with reasonable care and skill; defects reported within 30 days will be corrected at no charge. Protoworks's total liability is capped at fees paid for the relevant project. Indirect or consequential losses (e.g. lost profit, data or goodwill) are excluded. Nothing 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.
Dormant Projects & Termination
- Convenience: Either party may terminate on 30 days' notice.
- Breach: 14-day cure period, then immediate termination if uncured.
- Dormant: No contact for 90 days ⇒ project archived, prototypes disposed, unused credit refunded.
- Hiatus: Project kept active if Client agrees a break in advance.
- Restarting: Archived projects can be reopened with a new starter bundle.
Governing Law, Notices & Communication
These Terms are governed by English law; courts of England & Wales have exclusive jurisdiction. Routine project updates use email or an agreed messaging app (Signal/WhatsApp); phone calls are for urgent matters only. Formal notices must be in writing and may be sent to Loading email... or Loading phone... (followed by written confirmation).
Acceptance
Paying the starter bundle, topping-up the Payment Account or instructing Protoworks to begin work constitutes acceptance of these Terms. Protoworks looks forward to a successful collaboration.