Terms and Conditions
Last updated: 19 June 2026
General Provisions
These Terms and Conditions ("Agreement") constitute a legally binding agreement between FORDOX AI LTD, a company registered in England and Wales with its registered office at 4 Fair View, Horsham, United Kingdom, RH12 2PY ("Company", "we", "us", or "our"), and the client entity or individual engaging our services ("Client", "you", or "your"). This Agreement governs the provision of IoT software development services, connected device platform engineering, smart device application development, IoT mobile solutions, IoT device management software, and related professional services.
This Agreement applies to all services engagements unless superseded by a written master services agreement or statement of work executed by both parties. In the event of conflict between this Agreement and a signed statement of work, the statement of work shall prevail for the specific engagement to which it relates.
By engaging our services, submitting a purchase order, signing a proposal, or making payment, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation.
Services Description
The Company provides professional IoT app development, Internet of Things software engineering, smart device application development, connected device platform design and implementation, IoT mobile solutions, IoT device management software, smart home app development, industrial IoT applications, and custom IoT solutions as described in applicable statements of work, proposals, or service forecasts.
Services are delivered according to our forecast-led methodology comprising observation, condition reading, architecture preparation, development, testing, deployment, and stabilisation phases. Specific deliverables, timelines, and acceptance criteria are defined in each statement of work.
The Company reserves the right to assign qualified personnel to perform services. Key personnel assignments will be communicated to the Client. Substitutions may be made with personnel of equivalent qualifications with reasonable notice to the Client.
Client Obligations
The Client shall provide timely access to information, systems, personnel, and resources necessary for the Company to perform services. This includes device specifications, protocol documentation, existing codebase access, test environments, and decision-maker availability for condition reading sessions and milestone reviews.
The Client shall designate a primary contact with authority to make project decisions and provide feedback within agreed timeframes. Delays in Client-provided information or approvals may affect project timelines, for which the Company shall not be liable.
The Client is responsible for ensuring that any data, content, or materials provided to the Company do not infringe third-party intellectual property rights and comply with applicable laws including data protection legislation.
Fees and Payment
Fees for services are as specified in the applicable proposal or statement of work. Unless otherwise agreed, invoices are payable within thirty days of invoice date. All fees are quoted exclusive of VAT, which shall be added at the applicable rate.
Late payments shall accrue interest at the rate of four percent per annum above the Bank of England base rate, calculated daily from the due date until payment. The Company reserves the right to suspend services for accounts more than thirty days overdue.
Expenses incurred in connection with services, including travel, accommodation, and third-party licences, shall be reimbursed by the Client when pre-approved or as specified in the statement of work. Detailed expense reports with supporting documentation shall be provided.
For fixed-price engagements, the agreed fee covers deliverables specified in the statement of work. Changes to scope require a written change order with adjusted fees and timelines. For time and materials engagements, fees are based on actual hours worked at agreed rates.
Intellectual Property Rights
Upon full payment of all fees due, the Client shall own all intellectual property rights in bespoke deliverables created specifically for the Client under the applicable statement of work, excluding pre-existing Company intellectual property, third-party components, and general methodologies.
The Company retains ownership of all pre-existing intellectual property, frameworks, tools, libraries, and general methodologies used in delivering services. The Client receives a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP solely as incorporated into deliverables.
Third-party software components included in deliverables are subject to their respective licence terms, which shall be disclosed to the Client. Open-source components shall be used in compliance with applicable open-source licences.
The Company may use general knowledge, skills, and experience gained during the engagement without restriction. The Company may reference the engagement in portfolio materials and case studies unless the Client requests confidentiality in writing.
Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement. Confidential information includes business plans, technical specifications, source code, device architectures, financial information, and client data.
Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or court order with reasonable prior notice to the disclosing party.
Confidentiality obligations survive termination of this Agreement for a period of five years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.
Data Protection
Each party shall comply with applicable data protection legislation including the UK GDPR and Data Protection Act 2018. Where the Company processes personal data on behalf of the Client, the parties shall execute a data processing agreement specifying roles, processing purposes, security measures, and sub-processor arrangements.
The Client is responsible for ensuring lawful basis exists for any personal data provided to the Company for processing in connection with IoT software development services. The Company implements appropriate technical and organisational measures to protect personal data.
Warranties
The Company warrants that services shall be performed with reasonable skill and care consistent with industry standards for IoT software development. Deliverables shall materially conform to specifications in the applicable statement of work for a period of ninety days following acceptance.
Except as expressly stated, the Company disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant uninterrupted or error-free operation of deliverables.
The Client's exclusive remedy for breach of warranty is correction of non-conforming deliverables at the Company's expense, or if correction is not commercially practicable, a refund of fees paid for the non-conforming portion of services.
Limitation of Liability
Except for liability that cannot be limited under applicable law, each party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable by the Client under the applicable statement of work during the twelve months preceding the claim.
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages including loss of profits, revenue, data, or business opportunity, regardless of whether such damages were foreseeable or the party was advised of their possibility.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality obligations, or infringement of intellectual property rights.
Indemnification
The Client shall indemnify the Company against claims arising from Client-provided materials, Client's use of deliverables beyond agreed scope, or Client's violation of applicable law. The Company shall indemnify the Client against claims that deliverables infringe third-party intellectual property rights, provided the Client promptly notifies the Company and cooperates in defence.
Term and Termination
This Agreement commences upon acceptance and continues until all services under applicable statements of work are completed, unless terminated earlier. Either party may terminate for material breach if the breaching party fails to cure within thirty days of written notice.
Upon termination, the Client shall pay for all services performed and expenses incurred through the termination date. The Company shall deliver all completed work and work-in-progress for which payment has been received. Provisions regarding confidentiality, intellectual property, limitation of liability, and governing law survive termination.
Force Majeure
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including natural disasters, pandemic, war, government action, internet outages, or failure of third-party infrastructure. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
Dispute Resolution
The parties shall attempt to resolve disputes through good-faith negotiation. If negotiation fails within thirty days, either party may pursue remedies in the courts of England and Wales. Nothing prevents either party from seeking injunctive relief for intellectual property or confidentiality breaches.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising from this Agreement.
Entire Agreement
This Agreement, together with applicable statements of work and data processing agreements, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by both parties.
Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Notices
Notices under this Agreement shall be in writing and delivered to the addresses specified in the statement of work or to {ADDRESS} for the Company and the Client's registered address. Notices sent by email to {EMAIL} shall be effective upon confirmed receipt during business hours.
Assignment
Neither party may assign this Agreement without prior written consent of the other party, except that the Company may assign to an affiliate or in connection with a merger or acquisition. Any unauthorised assignment is void.
Subcontracting
The Company may subcontract portions of services to qualified third parties provided the Company remains responsible for overall performance and subcontractor compliance with confidentiality and data protection obligations.
Acceptance and Testing
Deliverables shall be subject to acceptance testing as specified in the statement of work. The Client shall provide written acceptance or detailed rejection notice within fifteen business days of delivery. Failure to respond within this period constitutes deemed acceptance.
Rejected deliverables shall be corrected by the Company within a reasonable timeframe. The acceptance testing cycle may repeat until deliverables meet specifications or the parties agree on alternative resolution.
Change Management
Changes to scope, specifications, or timelines require a written change order signed by both parties. Change orders shall specify adjusted fees, timelines, and deliverables. The Company is not obligated to perform changes until a change order is executed.
Service Levels
Where service level agreements are specified in a statement of work, the Company shall use commercially reasonable efforts to meet agreed service levels. Service credits or remedies for failure to meet service levels, if any, shall be as specified in the applicable agreement.
Insurance
The Company maintains professional indemnity insurance and public liability insurance at levels appropriate for IoT software development services. Certificates of insurance are available upon request.
Non-Solicitation
During the engagement and for twelve months thereafter, neither party shall solicit for employment any employee of the other party directly involved in the engagement without prior written consent. This restriction does not apply to general recruitment advertising.
Publicity
Unless the Client opts out in writing, the Company may identify the Client as a client and describe the general nature of services in marketing materials, provided no confidential information is disclosed.
Compliance
Both parties shall comply with applicable laws and regulations including anti-bribery, anti-corruption, export control, and sanctions laws. The Client shall not use deliverables for unlawful purposes.
Survival
Provisions that by their nature should survive termination including confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution shall survive termination or expiration of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid and binding.
Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Waivers must be in writing signed by the waiving party.
Relationship
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. The Company performs services as an independent contractor.
Order of Precedence
In the event of conflict between documents forming this Agreement, the following order of precedence applies: signed statement of work, signed master services agreement, these Terms and Conditions, proposal documents, and website terms.
Contact
For questions regarding these Terms and Conditions, contact FORDOX AI LTD at dev.team@fordox.link, +447445686543, or 4 Fair View, Horsham, United Kingdom, RH12 2PY.
General Provisions
These Terms and Conditions ("Agreement") constitute a legally binding agreement between FORDOX AI LTD, a company registered in England and Wales with its registered office at 4 Fair View, Horsham, United Kingdom, RH12 2PY ("Company", "we", "us", or "our"), and the client entity or individual engaging our services ("Client", "you", or "your"). This Agreement governs the provision of IoT software development services, connected device platform engineering, smart device application development, IoT mobile solutions, IoT device management software, and related professional services.
This Agreement applies to all services engagements unless superseded by a written master services agreement or statement of work executed by both parties. In the event of conflict between this Agreement and a signed statement of work, the statement of work shall prevail for the specific engagement to which it relates.
By engaging our services, submitting a purchase order, signing a proposal, or making payment, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation.
Services Description
The Company provides professional IoT app development, Internet of Things software engineering, smart device application development, connected device platform design and implementation, IoT mobile solutions, IoT device management software, smart home app development, industrial IoT applications, and custom IoT solutions as described in applicable statements of work, proposals, or service forecasts.
Services are delivered according to our forecast-led methodology comprising observation, condition reading, architecture preparation, development, testing, deployment, and stabilisation phases. Specific deliverables, timelines, and acceptance criteria are defined in each statement of work.
The Company reserves the right to assign qualified personnel to perform services. Key personnel assignments will be communicated to the Client. Substitutions may be made with personnel of equivalent qualifications with reasonable notice to the Client.
Client Obligations
The Client shall provide timely access to information, systems, personnel, and resources necessary for the Company to perform services. This includes device specifications, protocol documentation, existing codebase access, test environments, and decision-maker availability for condition reading sessions and milestone reviews.
The Client shall designate a primary contact with authority to make project decisions and provide feedback within agreed timeframes. Delays in Client-provided information or approvals may affect project timelines, for which the Company shall not be liable.
The Client is responsible for ensuring that any data, content, or materials provided to the Company do not infringe third-party intellectual property rights and comply with applicable laws including data protection legislation.
Fees and Payment
Fees for services are as specified in the applicable proposal or statement of work. Unless otherwise agreed, invoices are payable within thirty days of invoice date. All fees are quoted exclusive of VAT, which shall be added at the applicable rate.
Late payments shall accrue interest at the rate of four percent per annum above the Bank of England base rate, calculated daily from the due date until payment. The Company reserves the right to suspend services for accounts more than thirty days overdue.
Expenses incurred in connection with services, including travel, accommodation, and third-party licences, shall be reimbursed by the Client when pre-approved or as specified in the statement of work. Detailed expense reports with supporting documentation shall be provided.
For fixed-price engagements, the agreed fee covers deliverables specified in the statement of work. Changes to scope require a written change order with adjusted fees and timelines. For time and materials engagements, fees are based on actual hours worked at agreed rates.
Intellectual Property Rights
Upon full payment of all fees due, the Client shall own all intellectual property rights in bespoke deliverables created specifically for the Client under the applicable statement of work, excluding pre-existing Company intellectual property, third-party components, and general methodologies.
The Company retains ownership of all pre-existing intellectual property, frameworks, tools, libraries, and general methodologies used in delivering services. The Client receives a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP solely as incorporated into deliverables.
Third-party software components included in deliverables are subject to their respective licence terms, which shall be disclosed to the Client. Open-source components shall be used in compliance with applicable open-source licences.
The Company may use general knowledge, skills, and experience gained during the engagement without restriction. The Company may reference the engagement in portfolio materials and case studies unless the Client requests confidentiality in writing.
Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement. Confidential information includes business plans, technical specifications, source code, device architectures, financial information, and client data.
Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or court order with reasonable prior notice to the disclosing party.
Confidentiality obligations survive termination of this Agreement for a period of five years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.
Data Protection
Each party shall comply with applicable data protection legislation including the UK GDPR and Data Protection Act 2018. Where the Company processes personal data on behalf of the Client, the parties shall execute a data processing agreement specifying roles, processing purposes, security measures, and sub-processor arrangements.
The Client is responsible for ensuring lawful basis exists for any personal data provided to the Company for processing in connection with IoT software development services. The Company implements appropriate technical and organisational measures to protect personal data.
Warranties
The Company warrants that services shall be performed with reasonable skill and care consistent with industry standards for IoT software development. Deliverables shall materially conform to specifications in the applicable statement of work for a period of ninety days following acceptance.
Except as expressly stated, the Company disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant uninterrupted or error-free operation of deliverables.
The Client's exclusive remedy for breach of warranty is correction of non-conforming deliverables at the Company's expense, or if correction is not commercially practicable, a refund of fees paid for the non-conforming portion of services.
Limitation of Liability
Except for liability that cannot be limited under applicable law, each party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable by the Client under the applicable statement of work during the twelve months preceding the claim.
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages including loss of profits, revenue, data, or business opportunity, regardless of whether such damages were foreseeable or the party was advised of their possibility.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality obligations, or infringement of intellectual property rights.
Indemnification
The Client shall indemnify the Company against claims arising from Client-provided materials, Client's use of deliverables beyond agreed scope, or Client's violation of applicable law. The Company shall indemnify the Client against claims that deliverables infringe third-party intellectual property rights, provided the Client promptly notifies the Company and cooperates in defence.
Term and Termination
This Agreement commences upon acceptance and continues until all services under applicable statements of work are completed, unless terminated earlier. Either party may terminate for material breach if the breaching party fails to cure within thirty days of written notice.
Upon termination, the Client shall pay for all services performed and expenses incurred through the termination date. The Company shall deliver all completed work and work-in-progress for which payment has been received. Provisions regarding confidentiality, intellectual property, limitation of liability, and governing law survive termination.
Force Majeure
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including natural disasters, pandemic, war, government action, internet outages, or failure of third-party infrastructure. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
Dispute Resolution
The parties shall attempt to resolve disputes through good-faith negotiation. If negotiation fails within thirty days, either party may pursue remedies in the courts of England and Wales. Nothing prevents either party from seeking injunctive relief for intellectual property or confidentiality breaches.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising from this Agreement.
Entire Agreement
This Agreement, together with applicable statements of work and data processing agreements, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by both parties.
Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Notices
Notices under this Agreement shall be in writing and delivered to the addresses specified in the statement of work or to {ADDRESS} for the Company and the Client's registered address. Notices sent by email to {EMAIL} shall be effective upon confirmed receipt during business hours.
Assignment
Neither party may assign this Agreement without prior written consent of the other party, except that the Company may assign to an affiliate or in connection with a merger or acquisition. Any unauthorised assignment is void.
Subcontracting
The Company may subcontract portions of services to qualified third parties provided the Company remains responsible for overall performance and subcontractor compliance with confidentiality and data protection obligations.
Acceptance and Testing
Deliverables shall be subject to acceptance testing as specified in the statement of work. The Client shall provide written acceptance or detailed rejection notice within fifteen business days of delivery. Failure to respond within this period constitutes deemed acceptance.
Rejected deliverables shall be corrected by the Company within a reasonable timeframe. The acceptance testing cycle may repeat until deliverables meet specifications or the parties agree on alternative resolution.
Change Management
Changes to scope, specifications, or timelines require a written change order signed by both parties. Change orders shall specify adjusted fees, timelines, and deliverables. The Company is not obligated to perform changes until a change order is executed.
Service Levels
Where service level agreements are specified in a statement of work, the Company shall use commercially reasonable efforts to meet agreed service levels. Service credits or remedies for failure to meet service levels, if any, shall be as specified in the applicable agreement.
Insurance
The Company maintains professional indemnity insurance and public liability insurance at levels appropriate for IoT software development services. Certificates of insurance are available upon request.
Non-Solicitation
During the engagement and for twelve months thereafter, neither party shall solicit for employment any employee of the other party directly involved in the engagement without prior written consent. This restriction does not apply to general recruitment advertising.
Publicity
Unless the Client opts out in writing, the Company may identify the Client as a client and describe the general nature of services in marketing materials, provided no confidential information is disclosed.
Compliance
Both parties shall comply with applicable laws and regulations including anti-bribery, anti-corruption, export control, and sanctions laws. The Client shall not use deliverables for unlawful purposes.
Survival
Provisions that by their nature should survive termination including confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution shall survive termination or expiration of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid and binding.
Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Waivers must be in writing signed by the waiving party.
Relationship
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. The Company performs services as an independent contractor.
Order of Precedence
In the event of conflict between documents forming this Agreement, the following order of precedence applies: signed statement of work, signed master services agreement, these Terms and Conditions, proposal documents, and website terms.
Contact
For questions regarding these Terms and Conditions, contact FORDOX AI LTD at dev.team@fordox.link, +447445686543, or 4 Fair View, Horsham, United Kingdom, RH12 2PY.
General Provisions
These Terms and Conditions ("Agreement") constitute a legally binding agreement between FORDOX AI LTD, a company registered in England and Wales with its registered office at 4 Fair View, Horsham, United Kingdom, RH12 2PY ("Company", "we", "us", or "our"), and the client entity or individual engaging our services ("Client", "you", or "your"). This Agreement governs the provision of IoT software development services, connected device platform engineering, smart device application development, IoT mobile solutions, IoT device management software, and related professional services.
This Agreement applies to all services engagements unless superseded by a written master services agreement or statement of work executed by both parties. In the event of conflict between this Agreement and a signed statement of work, the statement of work shall prevail for the specific engagement to which it relates.
By engaging our services, submitting a purchase order, signing a proposal, or making payment, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation.
Services Description
The Company provides professional IoT app development, Internet of Things software engineering, smart device application development, connected device platform design and implementation, IoT mobile solutions, IoT device management software, smart home app development, industrial IoT applications, and custom IoT solutions as described in applicable statements of work, proposals, or service forecasts.
Services are delivered according to our forecast-led methodology comprising observation, condition reading, architecture preparation, development, testing, deployment, and stabilisation phases. Specific deliverables, timelines, and acceptance criteria are defined in each statement of work.
The Company reserves the right to assign qualified personnel to perform services. Key personnel assignments will be communicated to the Client. Substitutions may be made with personnel of equivalent qualifications with reasonable notice to the Client.
Client Obligations
The Client shall provide timely access to information, systems, personnel, and resources necessary for the Company to perform services. This includes device specifications, protocol documentation, existing codebase access, test environments, and decision-maker availability for condition reading sessions and milestone reviews.
The Client shall designate a primary contact with authority to make project decisions and provide feedback within agreed timeframes. Delays in Client-provided information or approvals may affect project timelines, for which the Company shall not be liable.
The Client is responsible for ensuring that any data, content, or materials provided to the Company do not infringe third-party intellectual property rights and comply with applicable laws including data protection legislation.
Fees and Payment
Fees for services are as specified in the applicable proposal or statement of work. Unless otherwise agreed, invoices are payable within thirty days of invoice date. All fees are quoted exclusive of VAT, which shall be added at the applicable rate.
Late payments shall accrue interest at the rate of four percent per annum above the Bank of England base rate, calculated daily from the due date until payment. The Company reserves the right to suspend services for accounts more than thirty days overdue.
Expenses incurred in connection with services, including travel, accommodation, and third-party licences, shall be reimbursed by the Client when pre-approved or as specified in the statement of work. Detailed expense reports with supporting documentation shall be provided.
For fixed-price engagements, the agreed fee covers deliverables specified in the statement of work. Changes to scope require a written change order with adjusted fees and timelines. For time and materials engagements, fees are based on actual hours worked at agreed rates.
Intellectual Property Rights
Upon full payment of all fees due, the Client shall own all intellectual property rights in bespoke deliverables created specifically for the Client under the applicable statement of work, excluding pre-existing Company intellectual property, third-party components, and general methodologies.
The Company retains ownership of all pre-existing intellectual property, frameworks, tools, libraries, and general methodologies used in delivering services. The Client receives a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP solely as incorporated into deliverables.
Third-party software components included in deliverables are subject to their respective licence terms, which shall be disclosed to the Client. Open-source components shall be used in compliance with applicable open-source licences.
The Company may use general knowledge, skills, and experience gained during the engagement without restriction. The Company may reference the engagement in portfolio materials and case studies unless the Client requests confidentiality in writing.
Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement. Confidential information includes business plans, technical specifications, source code, device architectures, financial information, and client data.
Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or court order with reasonable prior notice to the disclosing party.
Confidentiality obligations survive termination of this Agreement for a period of five years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.
Data Protection
Each party shall comply with applicable data protection legislation including the UK GDPR and Data Protection Act 2018. Where the Company processes personal data on behalf of the Client, the parties shall execute a data processing agreement specifying roles, processing purposes, security measures, and sub-processor arrangements.
The Client is responsible for ensuring lawful basis exists for any personal data provided to the Company for processing in connection with IoT software development services. The Company implements appropriate technical and organisational measures to protect personal data.
Warranties
The Company warrants that services shall be performed with reasonable skill and care consistent with industry standards for IoT software development. Deliverables shall materially conform to specifications in the applicable statement of work for a period of ninety days following acceptance.
Except as expressly stated, the Company disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant uninterrupted or error-free operation of deliverables.
The Client's exclusive remedy for breach of warranty is correction of non-conforming deliverables at the Company's expense, or if correction is not commercially practicable, a refund of fees paid for the non-conforming portion of services.
Limitation of Liability
Except for liability that cannot be limited under applicable law, each party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable by the Client under the applicable statement of work during the twelve months preceding the claim.
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages including loss of profits, revenue, data, or business opportunity, regardless of whether such damages were foreseeable or the party was advised of their possibility.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality obligations, or infringement of intellectual property rights.
Indemnification
The Client shall indemnify the Company against claims arising from Client-provided materials, Client's use of deliverables beyond agreed scope, or Client's violation of applicable law. The Company shall indemnify the Client against claims that deliverables infringe third-party intellectual property rights, provided the Client promptly notifies the Company and cooperates in defence.
Term and Termination
This Agreement commences upon acceptance and continues until all services under applicable statements of work are completed, unless terminated earlier. Either party may terminate for material breach if the breaching party fails to cure within thirty days of written notice.
Upon termination, the Client shall pay for all services performed and expenses incurred through the termination date. The Company shall deliver all completed work and work-in-progress for which payment has been received. Provisions regarding confidentiality, intellectual property, limitation of liability, and governing law survive termination.
Force Majeure
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including natural disasters, pandemic, war, government action, internet outages, or failure of third-party infrastructure. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
Dispute Resolution
The parties shall attempt to resolve disputes through good-faith negotiation. If negotiation fails within thirty days, either party may pursue remedies in the courts of England and Wales. Nothing prevents either party from seeking injunctive relief for intellectual property or confidentiality breaches.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising from this Agreement.
Entire Agreement
This Agreement, together with applicable statements of work and data processing agreements, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by both parties.
Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Notices
Notices under this Agreement shall be in writing and delivered to the addresses specified in the statement of work or to {ADDRESS} for the Company and the Client's registered address. Notices sent by email to {EMAIL} shall be effective upon confirmed receipt during business hours.
Assignment
Neither party may assign this Agreement without prior written consent of the other party, except that the Company may assign to an affiliate or in connection with a merger or acquisition. Any unauthorised assignment is void.
Subcontracting
The Company may subcontract portions of services to qualified third parties provided the Company remains responsible for overall performance and subcontractor compliance with confidentiality and data protection obligations.
Acceptance and Testing
Deliverables shall be subject to acceptance testing as specified in the statement of work. The Client shall provide written acceptance or detailed rejection notice within fifteen business days of delivery. Failure to respond within this period constitutes deemed acceptance.
Rejected deliverables shall be corrected by the Company within a reasonable timeframe. The acceptance testing cycle may repeat until deliverables meet specifications or the parties agree on alternative resolution.
Change Management
Changes to scope, specifications, or timelines require a written change order signed by both parties. Change orders shall specify adjusted fees, timelines, and deliverables. The Company is not obligated to perform changes until a change order is executed.
Service Levels
Where service level agreements are specified in a statement of work, the Company shall use commercially reasonable efforts to meet agreed service levels. Service credits or remedies for failure to meet service levels, if any, shall be as specified in the applicable agreement.
Insurance
The Company maintains professional indemnity insurance and public liability insurance at levels appropriate for IoT software development services. Certificates of insurance are available upon request.
Non-Solicitation
During the engagement and for twelve months thereafter, neither party shall solicit for employment any employee of the other party directly involved in the engagement without prior written consent. This restriction does not apply to general recruitment advertising.
Publicity
Unless the Client opts out in writing, the Company may identify the Client as a client and describe the general nature of services in marketing materials, provided no confidential information is disclosed.
Compliance
Both parties shall comply with applicable laws and regulations including anti-bribery, anti-corruption, export control, and sanctions laws. The Client shall not use deliverables for unlawful purposes.
Survival
Provisions that by their nature should survive termination including confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution shall survive termination or expiration of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid and binding.
Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Waivers must be in writing signed by the waiving party.
Relationship
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. The Company performs services as an independent contractor.
Order of Precedence
In the event of conflict between documents forming this Agreement, the following order of precedence applies: signed statement of work, signed master services agreement, these Terms and Conditions, proposal documents, and website terms.
Contact
For questions regarding these Terms and Conditions, contact FORDOX AI LTD at dev.team@fordox.link, +447445686543, or 4 Fair View, Horsham, United Kingdom, RH12 2PY.
General Provisions
These Terms and Conditions ("Agreement") constitute a legally binding agreement between FORDOX AI LTD, a company registered in England and Wales with its registered office at 4 Fair View, Horsham, United Kingdom, RH12 2PY ("Company", "we", "us", or "our"), and the client entity or individual engaging our services ("Client", "you", or "your"). This Agreement governs the provision of IoT software development services, connected device platform engineering, smart device application development, IoT mobile solutions, IoT device management software, and related professional services.
This Agreement applies to all services engagements unless superseded by a written master services agreement or statement of work executed by both parties. In the event of conflict between this Agreement and a signed statement of work, the statement of work shall prevail for the specific engagement to which it relates.
By engaging our services, submitting a purchase order, signing a proposal, or making payment, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation.
Services Description
The Company provides professional IoT app development, Internet of Things software engineering, smart device application development, connected device platform design and implementation, IoT mobile solutions, IoT device management software, smart home app development, industrial IoT applications, and custom IoT solutions as described in applicable statements of work, proposals, or service forecasts.
Services are delivered according to our forecast-led methodology comprising observation, condition reading, architecture preparation, development, testing, deployment, and stabilisation phases. Specific deliverables, timelines, and acceptance criteria are defined in each statement of work.
The Company reserves the right to assign qualified personnel to perform services. Key personnel assignments will be communicated to the Client. Substitutions may be made with personnel of equivalent qualifications with reasonable notice to the Client.
Client Obligations
The Client shall provide timely access to information, systems, personnel, and resources necessary for the Company to perform services. This includes device specifications, protocol documentation, existing codebase access, test environments, and decision-maker availability for condition reading sessions and milestone reviews.
The Client shall designate a primary contact with authority to make project decisions and provide feedback within agreed timeframes. Delays in Client-provided information or approvals may affect project timelines, for which the Company shall not be liable.
The Client is responsible for ensuring that any data, content, or materials provided to the Company do not infringe third-party intellectual property rights and comply with applicable laws including data protection legislation.
Fees and Payment
Fees for services are as specified in the applicable proposal or statement of work. Unless otherwise agreed, invoices are payable within thirty days of invoice date. All fees are quoted exclusive of VAT, which shall be added at the applicable rate.
Late payments shall accrue interest at the rate of four percent per annum above the Bank of England base rate, calculated daily from the due date until payment. The Company reserves the right to suspend services for accounts more than thirty days overdue.
Expenses incurred in connection with services, including travel, accommodation, and third-party licences, shall be reimbursed by the Client when pre-approved or as specified in the statement of work. Detailed expense reports with supporting documentation shall be provided.
For fixed-price engagements, the agreed fee covers deliverables specified in the statement of work. Changes to scope require a written change order with adjusted fees and timelines. For time and materials engagements, fees are based on actual hours worked at agreed rates.
Intellectual Property Rights
Upon full payment of all fees due, the Client shall own all intellectual property rights in bespoke deliverables created specifically for the Client under the applicable statement of work, excluding pre-existing Company intellectual property, third-party components, and general methodologies.
The Company retains ownership of all pre-existing intellectual property, frameworks, tools, libraries, and general methodologies used in delivering services. The Client receives a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP solely as incorporated into deliverables.
Third-party software components included in deliverables are subject to their respective licence terms, which shall be disclosed to the Client. Open-source components shall be used in compliance with applicable open-source licences.
The Company may use general knowledge, skills, and experience gained during the engagement without restriction. The Company may reference the engagement in portfolio materials and case studies unless the Client requests confidentiality in writing.
Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement. Confidential information includes business plans, technical specifications, source code, device architectures, financial information, and client data.
Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or court order with reasonable prior notice to the disclosing party.
Confidentiality obligations survive termination of this Agreement for a period of five years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.
Data Protection
Each party shall comply with applicable data protection legislation including the UK GDPR and Data Protection Act 2018. Where the Company processes personal data on behalf of the Client, the parties shall execute a data processing agreement specifying roles, processing purposes, security measures, and sub-processor arrangements.
The Client is responsible for ensuring lawful basis exists for any personal data provided to the Company for processing in connection with IoT software development services. The Company implements appropriate technical and organisational measures to protect personal data.
Warranties
The Company warrants that services shall be performed with reasonable skill and care consistent with industry standards for IoT software development. Deliverables shall materially conform to specifications in the applicable statement of work for a period of ninety days following acceptance.
Except as expressly stated, the Company disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant uninterrupted or error-free operation of deliverables.
The Client's exclusive remedy for breach of warranty is correction of non-conforming deliverables at the Company's expense, or if correction is not commercially practicable, a refund of fees paid for the non-conforming portion of services.
Limitation of Liability
Except for liability that cannot be limited under applicable law, each party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable by the Client under the applicable statement of work during the twelve months preceding the claim.
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages including loss of profits, revenue, data, or business opportunity, regardless of whether such damages were foreseeable or the party was advised of their possibility.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality obligations, or infringement of intellectual property rights.
Indemnification
The Client shall indemnify the Company against claims arising from Client-provided materials, Client's use of deliverables beyond agreed scope, or Client's violation of applicable law. The Company shall indemnify the Client against claims that deliverables infringe third-party intellectual property rights, provided the Client promptly notifies the Company and cooperates in defence.
Term and Termination
This Agreement commences upon acceptance and continues until all services under applicable statements of work are completed, unless terminated earlier. Either party may terminate for material breach if the breaching party fails to cure within thirty days of written notice.
Upon termination, the Client shall pay for all services performed and expenses incurred through the termination date. The Company shall deliver all completed work and work-in-progress for which payment has been received. Provisions regarding confidentiality, intellectual property, limitation of liability, and governing law survive termination.
Force Majeure
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including natural disasters, pandemic, war, government action, internet outages, or failure of third-party infrastructure. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
Dispute Resolution
The parties shall attempt to resolve disputes through good-faith negotiation. If negotiation fails within thirty days, either party may pursue remedies in the courts of England and Wales. Nothing prevents either party from seeking injunctive relief for intellectual property or confidentiality breaches.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising from this Agreement.
Entire Agreement
This Agreement, together with applicable statements of work and data processing agreements, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by both parties.
Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Notices
Notices under this Agreement shall be in writing and delivered to the addresses specified in the statement of work or to {ADDRESS} for the Company and the Client's registered address. Notices sent by email to {EMAIL} shall be effective upon confirmed receipt during business hours.
Assignment
Neither party may assign this Agreement without prior written consent of the other party, except that the Company may assign to an affiliate or in connection with a merger or acquisition. Any unauthorised assignment is void.
Subcontracting
The Company may subcontract portions of services to qualified third parties provided the Company remains responsible for overall performance and subcontractor compliance with confidentiality and data protection obligations.
Acceptance and Testing
Deliverables shall be subject to acceptance testing as specified in the statement of work. The Client shall provide written acceptance or detailed rejection notice within fifteen business days of delivery. Failure to respond within this period constitutes deemed acceptance.
Rejected deliverables shall be corrected by the Company within a reasonable timeframe. The acceptance testing cycle may repeat until deliverables meet specifications or the parties agree on alternative resolution.
Change Management
Changes to scope, specifications, or timelines require a written change order signed by both parties. Change orders shall specify adjusted fees, timelines, and deliverables. The Company is not obligated to perform changes until a change order is executed.
Service Levels
Where service level agreements are specified in a statement of work, the Company shall use commercially reasonable efforts to meet agreed service levels. Service credits or remedies for failure to meet service levels, if any, shall be as specified in the applicable agreement.
Insurance
The Company maintains professional indemnity insurance and public liability insurance at levels appropriate for IoT software development services. Certificates of insurance are available upon request.
Non-Solicitation
During the engagement and for twelve months thereafter, neither party shall solicit for employment any employee of the other party directly involved in the engagement without prior written consent. This restriction does not apply to general recruitment advertising.
Publicity
Unless the Client opts out in writing, the Company may identify the Client as a client and describe the general nature of services in marketing materials, provided no confidential information is disclosed.
Compliance
Both parties shall comply with applicable laws and regulations including anti-bribery, anti-corruption, export control, and sanctions laws. The Client shall not use deliverables for unlawful purposes.
Survival
Provisions that by their nature should survive termination including confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution shall survive termination or expiration of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid and binding.
Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Waivers must be in writing signed by the waiving party.
Relationship
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. The Company performs services as an independent contractor.
Order of Precedence
In the event of conflict between documents forming this Agreement, the following order of precedence applies: signed statement of work, signed master services agreement, these Terms and Conditions, proposal documents, and website terms.
Contact
For questions regarding these Terms and Conditions, contact FORDOX AI LTD at dev.team@fordox.link, +447445686543, or 4 Fair View, Horsham, United Kingdom, RH12 2PY.
General Provisions
These Terms and Conditions ("Agreement") constitute a legally binding agreement between FORDOX AI LTD, a company registered in England and Wales with its registered office at 4 Fair View, Horsham, United Kingdom, RH12 2PY ("Company", "we", "us", or "our"), and the client entity or individual engaging our services ("Client", "you", or "your"). This Agreement governs the provision of IoT software development services, connected device platform engineering, smart device application development, IoT mobile solutions, IoT device management software, and related professional services.
This Agreement applies to all services engagements unless superseded by a written master services agreement or statement of work executed by both parties. In the event of conflict between this Agreement and a signed statement of work, the statement of work shall prevail for the specific engagement to which it relates.
By engaging our services, submitting a purchase order, signing a proposal, or making payment, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation.
Services Description
The Company provides professional IoT app development, Internet of Things software engineering, smart device application development, connected device platform design and implementation, IoT mobile solutions, IoT device management software, smart home app development, industrial IoT applications, and custom IoT solutions as described in applicable statements of work, proposals, or service forecasts.
Services are delivered according to our forecast-led methodology comprising observation, condition reading, architecture preparation, development, testing, deployment, and stabilisation phases. Specific deliverables, timelines, and acceptance criteria are defined in each statement of work.
The Company reserves the right to assign qualified personnel to perform services. Key personnel assignments will be communicated to the Client. Substitutions may be made with personnel of equivalent qualifications with reasonable notice to the Client.
Client Obligations
The Client shall provide timely access to information, systems, personnel, and resources necessary for the Company to perform services. This includes device specifications, protocol documentation, existing codebase access, test environments, and decision-maker availability for condition reading sessions and milestone reviews.
The Client shall designate a primary contact with authority to make project decisions and provide feedback within agreed timeframes. Delays in Client-provided information or approvals may affect project timelines, for which the Company shall not be liable.
The Client is responsible for ensuring that any data, content, or materials provided to the Company do not infringe third-party intellectual property rights and comply with applicable laws including data protection legislation.
Fees and Payment
Fees for services are as specified in the applicable proposal or statement of work. Unless otherwise agreed, invoices are payable within thirty days of invoice date. All fees are quoted exclusive of VAT, which shall be added at the applicable rate.
Late payments shall accrue interest at the rate of four percent per annum above the Bank of England base rate, calculated daily from the due date until payment. The Company reserves the right to suspend services for accounts more than thirty days overdue.
Expenses incurred in connection with services, including travel, accommodation, and third-party licences, shall be reimbursed by the Client when pre-approved or as specified in the statement of work. Detailed expense reports with supporting documentation shall be provided.
For fixed-price engagements, the agreed fee covers deliverables specified in the statement of work. Changes to scope require a written change order with adjusted fees and timelines. For time and materials engagements, fees are based on actual hours worked at agreed rates.
Intellectual Property Rights
Upon full payment of all fees due, the Client shall own all intellectual property rights in bespoke deliverables created specifically for the Client under the applicable statement of work, excluding pre-existing Company intellectual property, third-party components, and general methodologies.
The Company retains ownership of all pre-existing intellectual property, frameworks, tools, libraries, and general methodologies used in delivering services. The Client receives a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP solely as incorporated into deliverables.
Third-party software components included in deliverables are subject to their respective licence terms, which shall be disclosed to the Client. Open-source components shall be used in compliance with applicable open-source licences.
The Company may use general knowledge, skills, and experience gained during the engagement without restriction. The Company may reference the engagement in portfolio materials and case studies unless the Client requests confidentiality in writing.
Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement. Confidential information includes business plans, technical specifications, source code, device architectures, financial information, and client data.
Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or court order with reasonable prior notice to the disclosing party.
Confidentiality obligations survive termination of this Agreement for a period of five years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.
Data Protection
Each party shall comply with applicable data protection legislation including the UK GDPR and Data Protection Act 2018. Where the Company processes personal data on behalf of the Client, the parties shall execute a data processing agreement specifying roles, processing purposes, security measures, and sub-processor arrangements.
The Client is responsible for ensuring lawful basis exists for any personal data provided to the Company for processing in connection with IoT software development services. The Company implements appropriate technical and organisational measures to protect personal data.
Warranties
The Company warrants that services shall be performed with reasonable skill and care consistent with industry standards for IoT software development. Deliverables shall materially conform to specifications in the applicable statement of work for a period of ninety days following acceptance.
Except as expressly stated, the Company disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant uninterrupted or error-free operation of deliverables.
The Client's exclusive remedy for breach of warranty is correction of non-conforming deliverables at the Company's expense, or if correction is not commercially practicable, a refund of fees paid for the non-conforming portion of services.
Limitation of Liability
Except for liability that cannot be limited under applicable law, each party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable by the Client under the applicable statement of work during the twelve months preceding the claim.
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages including loss of profits, revenue, data, or business opportunity, regardless of whether such damages were foreseeable or the party was advised of their possibility.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality obligations, or infringement of intellectual property rights.
Indemnification
The Client shall indemnify the Company against claims arising from Client-provided materials, Client's use of deliverables beyond agreed scope, or Client's violation of applicable law. The Company shall indemnify the Client against claims that deliverables infringe third-party intellectual property rights, provided the Client promptly notifies the Company and cooperates in defence.
Term and Termination
This Agreement commences upon acceptance and continues until all services under applicable statements of work are completed, unless terminated earlier. Either party may terminate for material breach if the breaching party fails to cure within thirty days of written notice.
Upon termination, the Client shall pay for all services performed and expenses incurred through the termination date. The Company shall deliver all completed work and work-in-progress for which payment has been received. Provisions regarding confidentiality, intellectual property, limitation of liability, and governing law survive termination.
Force Majeure
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including natural disasters, pandemic, war, government action, internet outages, or failure of third-party infrastructure. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
Dispute Resolution
The parties shall attempt to resolve disputes through good-faith negotiation. If negotiation fails within thirty days, either party may pursue remedies in the courts of England and Wales. Nothing prevents either party from seeking injunctive relief for intellectual property or confidentiality breaches.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising from this Agreement.
Entire Agreement
This Agreement, together with applicable statements of work and data processing agreements, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by both parties.
Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Notices
Notices under this Agreement shall be in writing and delivered to the addresses specified in the statement of work or to {ADDRESS} for the Company and the Client's registered address. Notices sent by email to {EMAIL} shall be effective upon confirmed receipt during business hours.
Assignment
Neither party may assign this Agreement without prior written consent of the other party, except that the Company may assign to an affiliate or in connection with a merger or acquisition. Any unauthorised assignment is void.
Subcontracting
The Company may subcontract portions of services to qualified third parties provided the Company remains responsible for overall performance and subcontractor compliance with confidentiality and data protection obligations.
Acceptance and Testing
Deliverables shall be subject to acceptance testing as specified in the statement of work. The Client shall provide written acceptance or detailed rejection notice within fifteen business days of delivery. Failure to respond within this period constitutes deemed acceptance.
Rejected deliverables shall be corrected by the Company within a reasonable timeframe. The acceptance testing cycle may repeat until deliverables meet specifications or the parties agree on alternative resolution.
Change Management
Changes to scope, specifications, or timelines require a written change order signed by both parties. Change orders shall specify adjusted fees, timelines, and deliverables. The Company is not obligated to perform changes until a change order is executed.
Service Levels
Where service level agreements are specified in a statement of work, the Company shall use commercially reasonable efforts to meet agreed service levels. Service credits or remedies for failure to meet service levels, if any, shall be as specified in the applicable agreement.
Insurance
The Company maintains professional indemnity insurance and public liability insurance at levels appropriate for IoT software development services. Certificates of insurance are available upon request.
Non-Solicitation
During the engagement and for twelve months thereafter, neither party shall solicit for employment any employee of the other party directly involved in the engagement without prior written consent. This restriction does not apply to general recruitment advertising.
Publicity
Unless the Client opts out in writing, the Company may identify the Client as a client and describe the general nature of services in marketing materials, provided no confidential information is disclosed.
Compliance
Both parties shall comply with applicable laws and regulations including anti-bribery, anti-corruption, export control, and sanctions laws. The Client shall not use deliverables for unlawful purposes.
Survival
Provisions that by their nature should survive termination including confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution shall survive termination or expiration of this Agreement.
Counterparts
This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures shall be deemed valid and binding.
Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. Waivers must be in writing signed by the waiving party.
Relationship
Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. The Company performs services as an independent contractor.
Order of Precedence
In the event of conflict between documents forming this Agreement, the following order of precedence applies: signed statement of work, signed master services agreement, these Terms and Conditions, proposal documents, and website terms.
Contact
For questions regarding these Terms and Conditions, contact FORDOX AI LTD at dev.team@fordox.link, +447445686543, or 4 Fair View, Horsham, United Kingdom, RH12 2PY.
General Provisions
These Terms and Conditions ("Agreement") constitute a legally binding agreement between FORDOX AI LTD, a company registered in England and Wales with its registered office at 4 Fair View, Horsham, United Kingdom, RH12 2PY ("Company", "we", "us", or "our"), and the client entity or individual engaging our services ("Client", "you", or "your"). This Agreement governs the provision of IoT software development services, connected device platform engineering, smart device application development, IoT mobile solutions, IoT device management software, and related professional services.
This Agreement applies to all services engagements unless superseded by a written master services agreement or statement of work executed by both parties. In the event of conflict between this Agreement and a signed statement of work, the statement of work shall prevail for the specific engagement to which it relates.
By engaging our services, submitting a purchase order, signing a proposal, or making payment, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation.
Services Description
The Company provides professional IoT app development, Internet of Things software engineering, smart device application development, connected device platform design and implementation, IoT mobile solutions, IoT device management software, smart home app development, industrial IoT applications, and custom IoT solutions as described in applicable statements of work, proposals, or service forecasts.
Services are delivered according to our forecast-led methodology comprising observation, condition reading, architecture preparation, development, testing, deployment, and stabilisation phases. Specific deliverables, timelines, and acceptance criteria are defined in each statement of work.
The Company reserves the right to assign qualified personnel to perform services. Key personnel assignments will be communicated to the Client. Substitutions may be made with personnel of equivalent qualifications with reasonable notice to the Client.
Client Obligations
The Client shall provide timely access to information, systems, personnel, and resources necessary for the Company to perform services. This includes device specifications, protocol documentation, existing codebase access, test environments, and decision-maker availability for condition reading sessions and milestone reviews.
The Client shall designate a primary contact with authority to make project decisions and provide feedback within agreed timeframes. Delays in Client-provided information or approvals may affect project timelines, for which the Company shall not be liable.
The Client is responsible for ensuring that any data, content, or materials provided to the Company do not infringe third-party intellectual property rights and comply with applicable laws including data protection legislation.
Fees and Payment
Fees for services are as specified in the applicable proposal or statement of work. Unless otherwise agreed, invoices are payable within thirty days of invoice date. All fees are quoted exclusive of VAT, which shall be added at the applicable rate.
Late payments shall accrue interest at the rate of four percent per annum above the Bank of England base rate, calculated daily from the due date until payment. The Company reserves the right to suspend services for accounts more than thirty days overdue.
Expenses incurred in connection with services, including travel, accommodation, and third-party licences, shall be reimbursed by the Client when pre-approved or as specified in the statement of work. Detailed expense reports with supporting documentation shall be provided.
For fixed-price engagements, the agreed fee covers deliverables specified in the statement of work. Changes to scope require a written change order with adjusted fees and timelines. For time and materials engagements, fees are based on actual hours worked at agreed rates.
Intellectual Property Rights
Upon full payment of all fees due, the Client shall own all intellectual property rights in bespoke deliverables created specifically for the Client under the applicable statement of work, excluding pre-existing Company intellectual property, third-party components, and general methodologies.
The Company retains ownership of all pre-existing intellectual property, frameworks, tools, libraries, and general methodologies used in delivering services. The Client receives a non-exclusive, perpetual, royalty-free licence to use such pre-existing IP solely as incorporated into deliverables.
Third-party software components included in deliverables are subject to their respective licence terms, which shall be disclosed to the Client. Open-source components shall be used in compliance with applicable open-source licences.
The Company may use general knowledge, skills, and experience gained during the engagement without restriction. The Company may reference the engagement in portfolio materials and case studies unless the Client requests confidentiality in writing.
Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the engagement. Confidential information includes business plans, technical specifications, source code, device architectures, financial information, and client data.
Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law or court order with reasonable prior notice to the disclosing party.
Confidentiality obligations survive termination of this Agreement for a period of five years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.
Data Protection
Each party shall comply with applicable data protection legislation including the UK GDPR and Data Protection Act 2018. Where the Company processes personal data on behalf of the Client, the parties shall execute a data processing agreement specifying roles, processing purposes, security measures, and sub-processor arrangements.
The Client is responsible for ensuring lawful basis exists for any personal data provided to the Company for processing in connection with IoT software development services. The Company implements appropriate technical and organisational measures to protect personal data.
Warranties
The Company warrants that services shall be performed with reasonable skill and care consistent with industry standards for IoT software development. Deliverables shall materially conform to specifications in the applicable statement of work for a period of ninety days following acceptance.
Except as expressly stated, the Company disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant uninterrupted or error-free operation of deliverables.
The Client's exclusive remedy for breach of warranty is correction of non-conforming deliverables at the Company's expense, or if correction is not commercially practicable, a refund of fees paid for the non-conforming portion of services.
Limitation of Liability
Except for liability that cannot be limited under applicable law, each party's total aggregate liability under this Agreement shall not exceed the total fees paid or payable by the Client under the applicable statement of work during the twelve months preceding the claim.
Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages including loss of profits, revenue, data, or business opportunity, regardless of whether such damages were foreseeable or the party was advised of their possibility.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality obligations, or infringement of intellectual property rights.
Indemnification
The Client shall indemnify the Company against claims arising from Client-provided materials, Client's use of deliverables beyond agreed scope, or Client's violation of applicable law. The Company shall indemnify the Client against claims that deliverables infringe third-party intellectual property rights, provided the Client promptly notifies the Company and cooperates in defence.
Term and Termination
This Agreement commences upon acceptance and continues until all services under applicable statements of work are completed, unless terminated earlier. Either party may terminate for material breach if the breaching party fails to cure within thirty days of written notice.
Upon termination, the Client shall pay for all services performed and expenses incurred through the termination date. The Company shall deliver all completed work and work-in-progress for which payment has been received. Provisions regarding confidentiality, intellectual property, limitation of liability, and governing law survive termination.
Force Majeure
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control including natural disasters, pandemic, war, government action, internet outages, or failure of third-party infrastructure. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
Dispute Resolution
The parties shall attempt to resolve disputes through good-faith negotiation. If negotiation fails within thirty days, either party may pursue remedies in the courts of England and Wales. Nothing prevents either party from seeking injunctive relief for intellectual property or confidentiality breaches.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over disputes arising from this Agreement.
Entire Agreement
This Agreement, together with applicable statements of work and data processing agreements, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing signed by both parties.
Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Notices
Notices under this Agreement shall be in writing and delivered to the addresses specified in the statement of work or to {ADDRESS} for the Company and the Client's registered address. Notices sent by email to {EMAIL} shall be effective upon confirmed receipt during business hours.
Assignment
Neither party may assign this Agreement without prior written consent of the other party, except that the Company may assign to an affiliate or in connection with a merger or acquisition. Any unauthorised assignment is void.
Subcontracting
The Company may subcontract portions of services to qualified third parties provided the Company remains responsible for overall performance and subcontractor compliance with confidentiality and data protection obligations.
Acceptance and Testing
Deliverables shall be subject to acceptance testing as specified in the statement of work. The Client shall provide written acceptance or detailed rejection notice within fifteen business days of delivery. Failure to respond within this period constitutes deemed acceptance.
Rejected deliverables shall be corrected by the Company within a reasonable timeframe. The acceptance testing cycle may repeat until deliverables meet specifications or the parties agree on alternative resolution.
Change Management
Changes to scope, specifications, or timelines require a written change order signed by both parties. Change orders shall specify adjusted fees, timelines, and deliverables. The Company is not obligated to perform changes until a change order is executed.