Terms & Conditions — Business Clients

1. Definitions

• Agreement: the contract formed by a signed Statement of Work (SOW) or written acceptance of a Proposal, together with these Terms.
• Deliverables: the software, applications, designs, code, documentation, or other items described in the SOW.
• Fees: the amounts payable by the Client as set out in the SOW.
• Intellectual Property (IP): all patents, rights to inventions, copyright, trade marks, database rights, and other intellectual property rights.
• SOW: a Statement of Work or Project Proposal specifying scope, timeline, Fees, and payment milestones.

2. Engagement and scope

All projects begin with an agreed written SOW. Any changes to the agreed scope must be requested in writing and confirmed by Syntax Link before work commences. Additional work outside the original scope will be quoted and invoiced separately.

Syntax Link reserves the right to decline any project at its sole discretion.

3. Fees and payment

Fees are as set out in the SOW, stated in GBP (pounds sterling). All Fees are exclusive of VAT, which will be added at the applicable rate where Syntax Link is VAT-registered.

Payment is due by invoice in agreed milestones (typically: deposit on commencement, stage payment(s) during development, final payment before delivery or go-live). Payment terms are 14 days from invoice date unless otherwise stated in the SOW.

Late payment will incur statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, plus compensation at the statutory rates.

Syntax Link may withhold or withdraw Deliverables until all outstanding invoices are settled.

4. Intellectual property

Upon receipt of final payment in full, Syntax Link assigns to the Client all IP rights in the custom Deliverables created specifically for the Client under the SOW, to the extent such rights are assignable.

Syntax Link retains all rights in: (a) pre-existing proprietary tools, libraries, frameworks, and know-how used in the Deliverables (“Background IP”); (b) open-source components, which remain subject to their respective licences. The Client receives a perpetual, royalty-free licence to use Background IP embedded in the Deliverables for their own business purposes.

Syntax Link may reference the existence and nature of the project in its portfolio and marketing materials unless the Client requests otherwise in writing.

5. Client responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information, content, and access required for the project.
• Nominate an authorised point of contact who has authority to approve decisions and sign off deliverables.
• Respond to queries and review requests within 5 business days. Delays caused by the Client may affect timelines and Fees.
• Ensure that any materials provided to Syntax Link (text, images, data) do not infringe third-party rights.
• Obtain all necessary consents, licences, and approvals required for the project (e.g., App Store developer accounts).

6. Timelines

Any timelines stated in the SOW are estimates. Syntax Link will use reasonable endeavours to meet them but is not liable for delays caused by: the Client's failure to meet its obligations; changes to scope; third-party factors outside Syntax Link's reasonable control; or Force Majeure events.

7. Warranties

Syntax Link warrants that the Deliverables will materially conform to the agreed specification for 30 days after final delivery (“Warranty Period”). Defects reported during this period will be remedied at no additional charge.

Syntax Link does not warrant that Deliverables will be error-free or that their operation will be uninterrupted. The Warranty does not apply to defects caused by: misuse by the Client; modifications by third parties; failure to follow Syntax Link's advice; or compatibility issues arising from changes to third-party platforms.

All other warranties, conditions, and representations not expressly set out in these Terms are excluded to the fullest extent permitted by law.

8. Limitation of liability

To the fullest extent permitted by law, Syntax Link's total aggregate liability under or in connection with the Agreement (whether in contract, tort, or otherwise) shall not exceed the total Fees paid by the Client under the relevant SOW in the 12 months preceding the claim.

Neither party shall be liable for indirect, special, or consequential loss (including loss of profit, revenue, data, business, or goodwill) even if advised of its possibility.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

9. Confidentiality

Both parties agree to keep confidential any non-public information received from the other party and not to disclose such information to third parties without prior written consent, except as required by law. This obligation survives termination of the Agreement for 3 years.

10. Termination

Either party may terminate the Agreement by giving 14 days' written notice. On termination:

• The Client shall pay for all work completed to the date of termination on a pro-rata basis.
• Syntax Link shall deliver any completed Deliverables and partially completed work-in-progress.
• IP in completed Deliverables vests in the Client on payment of outstanding amounts.

Syntax Link may terminate immediately if the Client is in material breach of these Terms, becomes insolvent, or fails to make payment when due.

11. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond their reasonable control, including acts of God, war, pandemic, government action, or telecommunications outages. The affected party must notify the other promptly.

12. Governing law and disputes

These Terms and all disputes arising from them are governed by English law. Both parties submit to the exclusive jurisdiction of the courts of England and Wales. Before commencing legal proceedings, the parties agree to attempt to resolve disputes in good faith through senior management discussion or, failing that, mediation.

13. General

• These Terms supersede all prior agreements relating to the same subject matter.
• If any provision is found invalid or unenforceable, the remainder continues in full effect.
• No waiver of any right by Syntax Link shall be treated as a waiver of any subsequent right.
• The Client may not assign its rights without Syntax Link's prior written consent.
• These Terms do not create any partnership, joint venture, or employment relationship.

14. Contact

Syntax Link Limited
4 Blenheim Court, Peppercorn Close, Peterborough, PE1 2DU
hello@syntax-link.co.uk