Software Development Terms & Conditions

1. Definitions & Interpretation

In these Terms and Conditions the following definitions apply:

• "Agreement" means any Statement of Work, proposal, or order form that references these Terms and Conditions, together with these Terms and Conditions themselves.
• "Client" (also "you", "your") means the individual, company, or other legal entity engaging Hey iO to provide Services.
• "Company" (also "we", "us", "our") means Hey iO Limited, a company registered in England and Wales.
• "Deliverables" means all software, code, documentation, designs, materials, and other outputs produced by the Company in the course of performing the Services.
• "Intellectual Property Rights" or "IPR" means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, whether registered or unregistered.
• "Project" means the software development engagement described in the relevant Statement of Work.
• "Services" means the software development, consultancy, design, testing, deployment, support, and related services to be provided by the Company under the Agreement.
• "Statement of Work" or "SOW" means the document describing the scope, deliverables, milestones, timeline, and fees for a specific Project.

2. Scope of Services

2.1. The Company shall provide the Services described in the applicable SOW. Each SOW shall form part of, and be subject to, these Terms and Conditions.

2.2. The Company shall use reasonable skill and care in the performance of the Services in accordance with generally recognised industry standards and practices.

2.3. The Company shall assign suitably qualified and experienced personnel to perform the Services.

2.4. Unless otherwise agreed in writing, the Services shall be performed remotely. Where on-site work is required, the Client shall provide suitable working facilities and access at no charge to the Company.

3. Client Obligations

3.1. The Client shall:

• (a) co-operate with the Company in all matters relating to the Services and appoint a designated project contact with authority to make decisions on behalf of the Client;
• (b) provide the Company with all information, materials, access to systems, and resources reasonably required to perform the Services, in a timely manner;
• (c) provide feedback, approvals, and sign-offs within the timeframes specified in the SOW or, where not specified, within five (5) business days of receipt of a request;
• (d) ensure that all information provided to the Company is accurate and complete;
• (e) obtain and maintain all necessary licences, permissions, and consents that may be required for the Services before the date on which the Services are to start.

3.2. If the Company's performance of the Services is prevented or delayed by any failure by the Client to fulfil its obligations under this clause ("Client Delay"), the Company shall not be liable for any costs, charges, or losses sustained or incurred arising directly or indirectly from such delay, and the Company shall be entitled to adjust any timetable or delivery schedule as reasonably necessary.

4. Project Methodology & Change Control

4.1. The Company follows a structured waterfall methodology unless an alternative approach is agreed in the SOW. Each phase (planning, design, development, testing, deployment) shall be completed and signed off before the next phase begins.

4.2. Either party may request changes to the scope of the Services by submitting a written change request ("Change Request"). No change shall be implemented until a Change Request has been assessed by the Company, a revised SOW or amendment has been prepared reflecting the impact on scope, timeline, and fees, and both parties have agreed to the Change Request in writing.

4.3. The Company reserves the right to charge for time spent evaluating Change Requests at the rates set out in the SOW.

5. Milestones, Acceptance & Sign-Off

5.1. The SOW shall define milestones and deliverables for the Project. Upon completion of each milestone, the Company shall notify the Client and provide the relevant Deliverables for review.

5.2. The Client shall have ten (10) business days from receipt of a Deliverable to review it and either accept it in writing or provide detailed written notice of any defects or non-conformities ("Acceptance Period"). Defects must be material deviations from the specification agreed in the SOW.

5.3. If the Client does not provide written notice of rejection within the Acceptance Period, the Deliverable shall be deemed accepted.

5.4. If the Client rejects a Deliverable, the Company shall use reasonable endeavours to remedy the identified defects and resubmit the Deliverable. The Client shall have a further five (5) business days to review the resubmitted Deliverable.

5.5. Final acceptance of the Project shall occur when all Deliverables have been accepted (or deemed accepted) by the Client ("Final Acceptance").

6. Fees, Invoicing & Payment

6.1. The Client shall pay the fees set out in the SOW. Fees may be quoted on a fixed-price, time-and-materials, or milestone-based structure, as specified in the SOW.

6.2. Unless otherwise stated in the SOW:

• (a) An initial deposit of 30% of the total estimated fees is payable upon signing the SOW, before work commences.
• (b) Milestone payments are invoiced upon completion and acceptance (or deemed acceptance) of each milestone.
• (c) For time-and-materials engagements, invoices are issued monthly in arrears.

6.3. All invoices are payable within fourteen (14) days of the invoice date. The Company reserves the right to charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate, calculated daily from the due date until payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.4. All fees are exclusive of VAT, which shall be added at the prevailing rate where applicable.

6.5. If the Client fails to make payment when due, the Company may, without prejudice to its other rights and remedies, suspend the performance of the Services until payment is made in full.

7. Intellectual Property Rights

7.1. Background IPR: All Intellectual Property Rights in any pre-existing materials, frameworks, libraries, tools, methodologies, or code owned by or licensed to the Company before the commencement of the Project ("Background IPR") shall remain the property of the Company (or its licensors). The Company grants the Client a non-exclusive, perpetual, royalty-free licence to use the Background IPR solely as part of and to the extent necessary for the operation of the Deliverables.

7.2. Foreground IPR: Subject to clause 7.1, upon Final Acceptance and receipt of payment in full, all Intellectual Property Rights in the bespoke Deliverables created specifically for the Client under the Agreement ("Foreground IPR") shall be assigned to and vest in the Client.

7.3. Third-Party Components: The Deliverables may incorporate open-source software or third-party libraries. Use of such components is subject to their respective licence terms, which the Company shall identify and disclose to the Client. The Client acknowledges that such components are not assigned to the Client and are used under their respective licences.

7.4. Company Portfolio: The Company may retain anonymised or generalised descriptions, screenshots, and high-level summaries of the Project for use in its portfolio, case studies, and marketing materials, unless the Client notifies the Company in writing that this is not permitted.

8. Confidentiality

8.1. Each party ("Receiving Party") shall keep confidential all information of a confidential nature disclosed by the other party ("Disclosing Party"), whether in writing, orally, or by any other means, including but not limited to business plans, technical data, financial information, customer data, trade secrets, and the terms of this Agreement ("Confidential Information").

8.2. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than to perform its obligations under the Agreement, and shall not disclose it to any third party without the prior written consent of the Disclosing Party, except to its employees, agents, or subcontractors who need to know such information for the purposes of the Agreement and who are bound by obligations of confidentiality no less onerous than those in this clause.

8.3. This clause shall not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was already in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement.

8.4. The obligations of confidentiality shall survive the termination or expiry of the Agreement for a period of five (5) years.

9. Data Protection

9.1. Both parties shall comply with all applicable data protection legislation including the UK GDPR and the Data Protection Act 2018.

9.2. To the extent that the Company processes personal data on behalf of the Client in the course of performing the Services, the Company shall act as a data processor and the Client as data controller. The parties shall enter into a separate Data Processing Agreement where required by law.

9.3. The Company shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

10. Warranties & Disclaimers

10.1. The Company warrants that:

• (a) the Services shall be performed with reasonable skill and care;
• (b) the Deliverables shall materially conform to the specifications set out in the SOW for a period of ninety (90) days from Final Acceptance ("Warranty Period");
• (c) the Deliverables shall not, to the best of the Company's knowledge, infringe any third-party Intellectual Property Rights.

10.2. During the Warranty Period, the Company shall, at no additional charge, correct any material defects in the Deliverables that are attributable to the Company's breach of the warranty in clause 10.1(b), provided the Client reports such defects promptly in writing with sufficient detail to enable the Company to reproduce them.

10.3. The warranty in clause 10.1(b) shall not apply to defects caused by: (a) modifications made by the Client or third parties without the Company's written consent; (b) use of the Deliverables in a manner not contemplated by the SOW; (c) the Client's failure to implement updates or fixes provided by the Company; or (d) any Client-supplied materials or systems.

10.4. Except as expressly stated in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

11. Limitation of Liability

11.1. Nothing in the Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) breach of obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which cannot be limited or excluded by applicable law.

11.2. Subject to clause 11.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, special, incidental, or consequential loss or damage, or any loss of profit, revenue, business, anticipated savings, goodwill, or data, arising under or in connection with the Agreement.

11.3. Subject to clause 11.1, the Company's total aggregate liability in respect of all claims arising under or in connection with the Agreement shall not exceed the total fees paid or payable by the Client under the relevant SOW in the twelve (12) month period preceding the event giving rise to the claim.

12. Indemnification

12.1. The Company shall indemnify the Client against all reasonable costs, claims, damages, expenses, and liabilities arising from any third-party claim that the Deliverables infringe the IPR of a third party, provided that: (a) the Client promptly notifies the Company in writing of any such claim; (b) the Client gives the Company sole control of the defence and settlement; and (c) the Client provides reasonable co-operation.

12.2. The Client shall indemnify the Company against all reasonable costs, claims, damages, expenses, and liabilities arising from: (a) any materials or content provided by the Client that infringe third-party rights; and (b) the Client's use of the Deliverables in a manner not contemplated by the Agreement.

13. Term & Termination

13.1. The Agreement shall commence on the date of the SOW and shall continue until all Services have been performed and all fees have been paid, unless terminated earlier in accordance with this clause.

13.2. Either party may terminate the Agreement immediately by giving written notice if: (a) the other party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing; or (b) the other party becomes insolvent, enters into administration, liquidation, or any analogous process.

13.3. The Client may terminate the Agreement for convenience by giving thirty (30) days' written notice to the Company. In such event, the Client shall pay the Company for: (a) all Services performed and expenses incurred up to the date of termination; and (b) any non-cancellable commitments made by the Company on behalf of the Client.

13.4. Upon termination or expiry of the Agreement: (a) the Company shall deliver to the Client all completed and partially completed Deliverables, subject to payment of all outstanding fees; (b) the Client shall pay all outstanding invoices within fourteen (14) days; and (c) clauses which by their nature should survive termination (including clauses relating to IPR, confidentiality, limitation of liability, and governing law) shall continue in force.

14. Force Majeure

14.1. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from a Force Majeure Event, including but not limited to acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, government sanctions, power failure, internet or telecommunications failure, or any other event beyond the reasonable control of the affected party.

14.2. The affected party shall promptly notify the other party and use reasonable endeavours to mitigate the effects of the Force Majeure Event. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate the Agreement by giving written notice.

15. Subcontracting

15.1. The Company may subcontract any of its obligations under the Agreement to suitably qualified third parties, provided that: (a) the Company notifies the Client in advance; (b) the subcontractor is bound by obligations of confidentiality and data protection no less onerous than those in this Agreement; and (c) the Company remains responsible for the performance of the subcontracted obligations.

16. Non-Solicitation

16.1. During the term of the Agreement and for a period of twelve (12) months following its termination or expiry, neither party shall, without the prior written consent of the other party, directly or indirectly solicit or entice away (or attempt to solicit or entice away) any employee, contractor, or consultant of the other party who has been involved in the performance of the Services.

17. Dispute Resolution

17.1. In the event of any dispute arising out of or in connection with the Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation between their respective senior representatives.

17.2. If the dispute is not resolved within thirty (30) days of written notification, either party may refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.

17.3. If mediation fails, either party may commence court proceedings in accordance with clause 19.

18. General Provisions

18.1. Entire Agreement: The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements between them, whether written or oral, relating to its subject matter.

18.2. Amendment: No variation of the Agreement shall be effective unless it is in writing and signed by or on behalf of both parties.

18.3. Waiver: No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy. A waiver of any right or remedy on one occasion shall not be deemed a waiver of that right or remedy on any subsequent occasion.

18.4. Severability: If any provision of the Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

18.5. Assignment: The Client may not assign, transfer, or subcontract any of its rights or obligations under the Agreement without the prior written consent of the Company. The Company may assign or transfer the Agreement to any affiliate or successor entity.

18.6. Third-Party Rights: No person other than a party to the Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

18.7. Notices: Any notice required or permitted under the Agreement shall be in writing and sent by email, first-class post, or recorded delivery to the addresses specified in the SOW. Notices sent by email shall be deemed received on the next business day; notices sent by post shall be deemed received two (2) business days after posting.

19. Governing Law & Jurisdiction

19.1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

19.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.

20. Contact Information

If you have any questions regarding these Terms and Conditions, please contact us at: