Terms of business.

We describe each piece of work in a proposal or quotation. It sets out the scope, the price, the timeline, what's not included, and any assumptions we've made.

You accept by replying in writing to the email the proposal was sent with, quoting its reference number. No signature is needed. Work starts when we've received your acceptance and, where the proposal says so, the first payment.

Each engagement has a reference number (for example SD-2026-ABCD). It appears on every document and invoice for that work. Please use it when you contact us about the job.

A proposal is valid for 30 days from its date unless it says otherwise. After that we may re-price it.

The price covers the scope written in the proposal and nothing else. If something isn't listed as included, it isn't.

If you want to change or add to the scope, tell us. We'll confirm the effect on price and timeline in writing and won't start the change until you've agreed it in writing. Verbal changes don't count, for your protection as much as ours.

Where a proposal gives a price range rather than a fixed price, it says why, and we'll confirm the fixed price at the point named in the proposal before the affected work begins.

We'll tell you promptly if something we discover during the work means the proposal's assumptions were wrong. Where that changes the price or timeline, clause 2.2 applies.

Projects run to time when you give us what we need when we need it: decisions, access to systems and people, content, and feedback within the periods set out in the proposal (normally five working days).

If delays on your side push the timeline out, we'll re-plan with you. If they push it out by more than 30 days, we may invoice for work completed to date and pause the project until it can restart.

You're responsible for the accuracy of any material you give us and for having the right to use it.

Unless the proposal says otherwise, fixed-price project work is invoiced:

• 40% on acceptance
• 40% at the mid-point milestone named in the proposal
• 20% on handover

Understand-stage work (process reviews, audits, discovery) is invoiced in full on acceptance.

Quotations under £5,000 are invoiced in full on acceptance unless the quotation says otherwise.

Hosting, support and retainers are invoiced monthly in advance.

Invoices are due within 14 days of the invoice date, by bank transfer to the account on the invoice.

Prices exclude VAT. Superr Digital Ltd is not currently VAT registered. If that changes, VAT will be added to invoices from the date of registration and we'll tell you before it happens.

If an invoice is more than 14 days overdue we may pause work and withhold deliverables until it's paid, and we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

Expenses (travel, third-party licences, stock assets) are only charged where the proposal says so or you've agreed them in writing.

We'll deliver work in the stages set out in the proposal and show you progress as we go.

When we tell you a stage or deliverable is complete, you have 10 working days to test it and tell us about anything that doesn't match the agreed scope. We'll fix those things at no extra cost. If we don't hear from you within 10 working days, or you start using the deliverable in your business, it's accepted.

For 30 days after handover we'll fix any defect that stops the delivered work doing what the proposal said it would do, free of charge. This doesn't cover changes of mind, new requirements, problems caused by changes you or others make, or problems caused by third-party services.

Beyond that 30 days, support is provided under a support agreement or charged at our current rate.

Hosting, support and retainer services run month to month from the start date on the proposal. Either of us can end them with 30 days' written notice.

We aim for our hosting to be available at all times but can't guarantee it. We'll tell you about planned maintenance in advance and respond to outages as quickly as we can.

Domain names are registered in your name and remain yours. Where we manage a domain on your behalf, we'll transfer control to you or your new provider within 14 days of being asked.

If you end a hosting or support agreement, we'll give you a full export of your website or system (files, database and content) within 14 days of the end date, in a standard format. After that we may delete our copies.

Retainer hours don't roll over between months unless the proposal says they do.

Once you've paid in full for a piece of work, you own the deliverables created specifically for you: the designs, content, code written for your project, and the documents we produce for you.

We keep ownership of our own tools, templates, libraries, frameworks, methods and anything we created before or outside your project, even where it's used in your deliverables. You have a permanent, free licence to use those things as part of what we've delivered to you.

We may reuse general knowledge, techniques and know-how gained on your project, but not your confidential information or anything identifying you.

Third-party software, fonts, images, plugins and services used in your project are licensed under their own terms, which we'll point out to you where they matter.

Until you've paid in full, we keep ownership of the deliverables and you have a licence to use them for evaluation only.

We'll keep anything you tell us about your business confidential, use it only for your work, and not share it with anyone outside Superr except contractors working on your project under the same duty. This continues after the work ends.

You'll do the same for our pricing, methods and unpublished work.

We may name you as a client and describe the work in general terms unless you ask us not to. We won't publish detail, figures or quotes about your project without your written agreement.

Where we process personal data on your behalf (for example, customer records in a system we build or host), we act as your processor under UK GDPR. We'll only process it on your instructions, keep it secure, and delete or return it when the work ends. If a project involves significant personal data, we'll agree a short data processing schedule as part of the proposal.

Each of us is responsible for our own compliance with data protection law.

Where a project relies on third-party services (hosting providers, payment processors, APIs, software subscriptions), we'll recommend and configure them but the contract for the service is between you and the provider, and their terms apply. Where we set up a service in your name, you're responsible for its ongoing cost unless the proposal says otherwise.

We use AI tools as part of how we work, including for research, drafting, analysis and code. We review everything before it reaches you and stay responsible for the work. Where a deliverable itself includes AI features (for example, an automation that generates text or makes decisions), the proposal will say so and describe its limits, and you're responsible for how it's used in your business.

We won't put your confidential information into any AI tool that trains on its inputs.

We'll carry out the work with reasonable skill and care.

Our total liability to you for any claim connected with a piece of work is limited to the fees you've paid us for that work.

We're not liable for loss of profit, revenue, business, data, or goodwill, or for any indirect or consequential loss, however it arises.

Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or anything else that can't be limited by law.

We hold professional indemnity insurance. Details are available on request.

Either of us can end a project by giving 14 days' written notice. If you end it, you pay for work completed to the end date, plus any third-party costs we've committed to on your behalf. If we end it without cause, we'll refund any payment for work not yet done.

Either of us can end the work immediately if the other breaches these terms and doesn't put it right within 14 days of being told, or becomes insolvent.

When the work ends, we'll hand over completed deliverables that have been paid for, and clauses 7, 8, 9 and 11 continue to apply.

These terms, the proposal and any written changes agreed under clause 2.2 are the whole agreement between us. Anything said or written outside them doesn't form part of it.

Notices between us are sent by email to the addresses on the proposal and are treated as received on the next working day.

Neither of us is liable for delay caused by events outside our reasonable control, provided we tell the other promptly.

If any part of these terms can't be enforced, the rest still applies.

These terms are governed by the law of England and Wales and any dispute goes to the courts of England and Wales. Before that, we'll both try to sort it out by discussion between directors within 30 days.

We may update these terms from time to time. Changes apply to proposals issued after the new version's date, not to work already accepted.