Terms of Business

1. Introduction

These Terms of Business ("Terms") govern the supply of digital engineering, design, and marketing services by Byte Badger ("we", "us", "our") to the client ("you", "Client"). We operate as a UK-based digital studio.

By signing a Statement of Work (SOW), paying a deposit, or accepting a proposal, you agree to be bound by these Terms.

2. Definitions

• "Deliverables": The software, code, designs, and documentation produced by us for you.
• "IP Rights": Intellectual Property Rights including copyright, patents, and trademarks.
• "Background IP": Pre-existing code, libraries, or tools owned by Byte Badger prior to this engagement.

3. Services & Scope

3.1. We will provide the services as defined in the Statement of Work (SOW) or agreed Proposal.

3.2. Any changes to the scope must be agreed in writing via email or a Change Order. We reserve the right to charge for additional time incurred by scope creep.

3.3. Timescales provided are estimates. While we use agile methodologies to ensure speed, time shall not be of the essence unless expressly agreed in writing.

4. Fees & Payment

4.1. Invoices: All invoices are payable within 14 days of the date of issue via Bank Transfer or Online Payment Link.

4.2. Deposits: A non-refundable deposit (typically 50%) is required before work commences to secure engineering time.

4.3. Late Payment: We reserve the right to pause all work if payment is not received within the agreed timeframe.

4.4. Suspension: If an invoice remains unpaid for 30 days, we reserve the right to suspend all services, including hosting and support, until the balance is cleared.

5. Intellectual Property (The Handover)

This clause differentiates us from traditional agencies.

5.1. Upon full payment of all fees, Byte Badger assigns to the Client full title and interest in the Project Specific IP (the bespoke code and designs created specifically for you).

5.2. Background IP: We retain ownership of our Background IP (e.g., our reusable code libraries). We grant you a perpetual, royalty-free, non-exclusive license to use this Background IP as part of your software.

5.3. Third-Party IP: Open-source libraries or third-party assets (e.g., stock photos, fonts) are subject to their own licenses.

6. Client Obligations

6.1. You agree to provide all necessary assets (logos, copy, credentials) promptly. Delays in providing these assets may result in project delays.

6.2. You warrant that you own the rights to all materials you provide to us.

7. Warranties & Liability

7.1. 90-Day Warranty: We provide a 90-day bug-fixing warranty on all custom software builds, commencing from the date of deployment. This covers code errors but excludes issues caused by third-party updates (e.g., plugin updates), hosting failures, or client modifications.

7.2. Limitation of Liability: Our total liability to you under this Contract shall not exceed the total fees paid by you in the 12 months preceding the claim. We are not liable for indirect or consequential losses (e.g., loss of profit).

8. Hosting & Maintenance

8.1. Hosting fees are charged monthly or annually in advance.

8.2. We aim for 99.9% uptime but do not guarantee uninterrupted service. We are not liable for downtime caused by third-party infrastructure providers (e.g., AWS, Google Cloud, Vercel).

9. Termination

9.1. Either party may terminate a Retainer Agreement with 30 days' written notice via email.

9.2. We may terminate this agreement immediately if you fail to pay invoices or breach these Terms.

10. Governing Law

These Terms are governed by the laws of England & Wales.