Terms of business

1. Agreeing a project

These terms apply when supplied with and incorporated into a written quote accepted by you and AJ&CO Software. The quote identifies the contracting parties and contact details, deliverables, exclusions, timetable, dependencies and total price, including any applicable VAT and additional charges. No project is accepted just by sending the contact form.

Please say whether you are buying mainly for business or personal use. Before acceptance, you receive a copy of the quote and these terms by email that you can keep. An agreed written variation takes precedence, but cannot remove your statutory consumer rights.

2. Scope and changes

Work covers only the deliverables and revisions in the quote. You supply agreed content, access and feedback, and confirm you have permission to use supplied materials. Any change to scope, price or delivery dates needs written agreement before the additional work starts. Delays caused by missing materials or decisions will be discussed and a revised timetable agreed.

3. Price, deposit and payments

The quote sets out the deposit (if any), milestone amounts, invoice due dates and any recurring charges or minimum term. No deposit is due unless its amount and purpose have been agreed. Deposits count towards the total price and are subject to the cancellation and refund provisions below. No additional paid service is ordered on your behalf without agreement.

For overdue business invoices, statutory late-payment interest and recovery compensation may be claimed where the law permits. That business-debt regime does not apply to consumer invoices. A genuinely disputed amount will be investigated; please pay any undisputed amount on time. Before suspending work for non-payment, we give written notice and at least 14 days to resolve it.

4. Review, acceptance and faults

The quote defines acceptance criteria and a review period. If no period is specified, you have 14 days after delivery to review and report departures from the agreed scope. Reported defects will be corrected and the affected work resubmitted for review. Silence alone does not mean acceptance.

Work is performed with reasonable care and skill. Defects against the agreed specification reported within 30 days of acceptance will be corrected without charge. New features, changes made by others and later third-party service changes require a separate agreement. This support period does not limit legal rights or remedies, including consumers’ rights to repeat performance or a price reduction where applicable.

5. Ownership and third-party components

On full payment, copyright owned by AJ&CO Software in the bespoke deliverables identified in the signed agreement is assigned to you. The signed agreement records that assignment. You retain ownership of your own materials.

Pre-existing tools, reusable code and know-how remain with their existing owner. For any such studio-owned material embedded in your deliverables, you receive a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and modify it as part of those deliverables, and to allow your support providers to do so.

Third-party software, open-source components, fonts, images and services remain subject to their own licences. Before acceptance, the quote identifies material licence requirements, subscriptions and restrictions for you to accept. The handover includes a component and licence list and any required notices or source-code offer. No exclusive ownership of third-party components is promised.

6. Hosting, maintenance and personal data

Hosting, backups, monitoring, updates and ongoing support are included only if specified in a separate service schedule. That schedule records responsibilities, response arrangements, backup and restore terms, fees, renewal and termination. App-store approval, third-party availability and search rankings cannot be guaranteed.

Where AJ&CO Software processes personal data for you, the processor addendum below and a completed processing schedule must be agreed before access is provided. Please do not send live customer data until that agreement is in place.

7. Liability

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited. Consumer statutory rights remain unaffected.

For business clients only, subject to those exceptions, total liability arising from a project is limited to the total fees paid or payable for that project. Neither party is liable to the other for indirect or consequential business losses. Any different cap or allocation of risk must be set out in the signed quote. These limits do not restrict a data subject’s rights against a controller or processor.

For consumers, responsibility extends to loss or damage that is a foreseeable result of a breach of contract or failure to use reasonable care and skill. The business-client cap and business-loss exclusion above do not apply to consumers.

8. Ending a project

Either party may end a project for a material breach that is not remedied within 14 days after written notice explaining the breach. You may also ask to end work by written notice. Subject to consumer cancellation rights, only work properly completed and reasonable, unavoidable third-party costs already authorised are payable; unused advance payments are refunded. No automatic forfeiture of a deposit applies.

On termination, paid-for work and your materials are handed over in their current state. Access credentials are returned or revoked as appropriate. Personal data is returned or deleted under the processor addendum. Any continuing confidentiality and licence obligations survive termination.

9. Consumer cancellation rights

If you buy mainly for personal use under a distance or off-premises service contract, you may cancel without giving a reason within 14 days after the day the contract is made. To cancel, email accounts@adamjamessoftware.com or send a clear statement to the contact address supplied in your quote before that period expires. You may use the model form below, but do not have to.

Payments will be refunded within 14 days after we are informed of your cancellation, using the same payment method unless you expressly agree otherwise, without a refund fee. If you expressly requested services to start during the cancellation period, you pay only a proportionate amount for services supplied up to cancellation, subject to the statutory conditions. Otherwise no work starts until that period ends.

You lose the right to cancel a fully performed service only if performance began with your express request and your acknowledgement that the right would be lost once the service was fully performed. Separate digital content, if supplied, needs its own legally required information and consent; agreeing to start a service does not waive digital-content rights.

10. Optional request to start services early

This is a separate, optional request made with your quote, never a pre-ticked box or a condition of sending an enquiry: ‘I expressly request that the agreed services start before my 14-day cancellation period ends. If I cancel during that period, I understand I must pay a proportionate amount for services supplied up to cancellation. I acknowledge that I will lose my cancellation right once the services are fully performed.’

The accepted request, date and contract reference must be recorded and a copy sent to you by email. If you do not make this request, work starts after the cancellation period.

11. Model cancellation form

To: AJ&CO Software, accounts@adamjamessoftware.com (or the postal contact address in your quote).

I/We hereby give notice that I/We cancel my/our contract for the supply of the following service: [describe service and quote reference]. Ordered on: [date]. Name of consumer(s): [name]. Address of consumer(s): [address]. Signature of consumer(s), only if sent on paper: [signature]. Date: [date]. Delete as appropriate.

12. Processor addendum

You are the controller and AJ&CO Software is your processor only for the personal data handled on your behalf under the agreed service. The signed processing schedule specifies the subject matter, duration, nature and purpose of processing, data types, categories of people, your rights and obligations, authorised subprocessors, locations, security measures and deletion arrangements. No processing starts with that schedule incomplete.

Personal data is processed only on your documented instructions, including instructions about international transfers, unless UK law requires otherwise. In that case you are informed before processing unless the law prohibits it. You will be told immediately if an instruction appears to infringe applicable data protection law. People authorised to access the data must be bound by confidentiality.

Appropriate technical and organisational safeguards are maintained under Article 32, reflecting the risks and agreed schedule: least-privilege access, protected credentials, encryption where appropriate, timely updates, and agreed backup, recovery and incident procedures. A personal-data breach is reported to you without undue delay after awareness, with available details and further information as it becomes known.

Subprocessors require your prior written authorisation and equivalent written data-protection obligations. If general authorisation is agreed, you receive at least 30 days’ notice of additions or replacements and an opportunity to object before access. AJ&CO Software remains responsible for its subprocessors’ performance. Restricted international transfers require a lawful transfer mechanism and your documented instructions.

Taking account of the processing and available information, assistance is provided with individuals’ rights requests, security, breach notifications, impact assessments and prior consultation with the regulator. Information demonstrating compliance is made available, and audits and inspections by you or your appointed auditor are permitted and supported.

At the end of the service, at your choice, personal data is returned or deleted, including copies, unless law requires retention. Any required retention is explained, access restricted and the data protected until deletion. Backup deletion timing is recorded in the schedule.

13. Questions and disputes

Contact accounts@adamjamessoftware.com with questions or complaints, giving the quote reference and the outcome you seek. Both parties will first try to resolve disputes in writing. Any agreed governing-law or court clause in the quote must preserve a consumer’s mandatory local protections and right to bring proceedings in the courts available to them by law.