Terms of Service

01Definitions

• 'Client' means the individual or legal entity that engages Sofeat for services.
• 'Services' means any software development, DevOps, AI integration, consulting, or related work provided by Sofeat.
• 'Deliverables' means the specific outputs agreed in a Statement of Work (SOW) or project proposal.
• 'Confidential Information' means any non-public information disclosed by either party in connection with the engagement.
• 'SOW' means a Statement of Work or project proposal agreed in writing between the parties.

02Services

Sofeat provides software development, DevOps, AI integration, UI/UX design, and related consulting services. The specific scope, deliverables, timeline, and fees for any engagement are defined solely in a written SOW agreed between the parties. No verbal agreement, email discussion, or prior course of dealing constitutes a binding commitment to deliver services unless confirmed in a signed SOW.

03Intellectual Property

• Upon receipt of full and cleared payment for an engagement, Sofeat assigns to the Client all intellectual property rights in the custom Deliverables specified in the SOW, to the extent Sofeat is legally entitled to do so.
• Sofeat retains all rights in pre-existing tools, libraries, frameworks, methodologies, know-how, and any components developed independently of the Client's SOW. The Client receives a perpetual, non-exclusive, non-transferable licence to use such components within the delivered project only.
• Sofeat may reference the project name and general category in marketing materials and portfolio unless the Client requests confidentiality in writing before commencement.
• The Client warrants that any materials, data, content, or third-party assets provided to Sofeat do not infringe any third-party intellectual property rights, and indemnifies Sofeat against any claims arising from such infringement.
• Nothing in these terms transfers ownership of Sofeat's proprietary tools, internal processes, or trade secrets.

04Payment Terms

• Fixed-scope projects: 50% deposit upon signing the SOW; 50% balance due upon delivery, unless otherwise agreed in writing.
• Monthly retainers: invoiced in advance at the start of each calendar month; payment due within 14 days of invoice date.
• Late payments accrue interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.
• Sofeat reserves the right to suspend work, withhold deliverables, and terminate the engagement on accounts with invoices outstanding beyond 14 days, without liability to the Client.
• All fees are exclusive of applicable taxes (including VAT/GST). The Client is responsible for any applicable taxes in their jurisdiction.
• Sofeat is not obligated to begin work until the agreed deposit or first payment has cleared.

05Client Responsibilities

• Providing timely, accurate, and complete content, access, credentials, and feedback as required for the project.
• Ensuring all third-party materials (images, data, APIs, libraries) provided to Sofeat are licensed for use as intended.
• Reviewing and approving deliverables within the timelines specified in the SOW. Unreasonable delays caused by the Client may affect the project timeline, scope, and cost — additional fees may apply.
• Ensuring that representatives with authority to approve work and authorise payments are available throughout the engagement.
• Notifying Sofeat promptly of any change in requirements. Scope changes are subject to written amendment of the SOW and may incur additional charges.

06Warranties & Disclaimers

• Sofeat warrants that Deliverables will materially conform to the specifications agreed in the SOW at the time of delivery.
• Sofeat will remedy material defects reported in writing within 30 days of delivery at no additional charge, provided the defect is not caused by Client modifications, third-party software, or misuse.
• EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
• Sofeat does not warrant that the website or services will be uninterrupted, error-free, or free from viruses or harmful components.
• Sofeat does not provide legal, financial, medical, or regulatory compliance advice. The Client is responsible for ensuring their product complies with applicable laws in their jurisdiction.

07Limitation of Liability

• To the maximum extent permitted by applicable law, Sofeat's total aggregate liability under or in connection with any engagement shall not exceed the total fees paid by the Client to Sofeat in the three (3) months immediately preceding the event giving rise to the claim.
• Sofeat shall not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.
• Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under applicable law.

08Indemnification

• The Client agrees to indemnify, defend, and hold harmless Sofeat and its directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client's use of the Deliverables or Services; (b) the Client's breach of these terms; (c) the Client's infringement of any third-party rights including intellectual property rights; or (d) any content or materials provided by the Client.

09Confidentiality

• Both parties agree to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent.
• This obligation does not apply to information that: (a) is or becomes publicly known without breach of this clause; (b) was already known before disclosure; (c) is required to be disclosed by law or court order.
• Each party may disclose Confidential Information to its employees and contractors on a need-to-know basis, provided they are bound by confidentiality obligations at least as protective as these.
• This confidentiality obligation survives termination of the engagement for a period of three (3) years.

10Non-Solicitation

During any active engagement and for twelve (12) months after its conclusion, the Client agrees not to directly solicit, recruit, or hire any employee or contractor of Sofeat who was involved in the engagement, without Sofeat's prior written consent. Breach of this clause entitles Sofeat to a fee equivalent to six (6) months of the individual's standard day rate as liquidated damages.

11Independent Contractor

Sofeat operates as an independent contractor. Nothing in these terms creates an employment, partnership, agency, joint venture, or franchise relationship between the parties. Sofeat is responsible for its own taxes, insurance, and regulatory compliance as a business.

12Force Majeure

Neither party shall be liable for any failure or delay in performance arising from causes beyond their reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, civil unrest, power failures, internet outages, or third-party service failures. The affected party must notify the other in writing as soon as reasonably practicable. If the force majeure event continues for more than 30 days, either party may terminate the engagement without liability, subject to payment for work completed.

13Termination

• Either party may terminate an engagement with 30 days' written notice.
• Sofeat may terminate immediately if the Client breaches a material term of these conditions and fails to remedy the breach within 14 days of written notice.
• Upon termination, the Client will be invoiced for all work completed to the date of termination at the agreed rates, plus any non-cancellable third-party costs incurred on the Client's behalf.
• Deposits and payments made are non-refundable unless Sofeat is in material breach of these terms.

14Data Protection

Each party shall comply with applicable data protection laws in connection with their activities under these terms. Where Sofeat processes personal data on behalf of the Client, it does so as a data processor and the Client acts as data controller. A separate Data Processing Agreement may be required for regulated industries and is available on request.

15Entire Agreement & Amendments

• These terms, together with any executed SOW, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the same subject matter.
• No modification of these terms is binding unless agreed in writing and signed by both parties.
• If any provision of these terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force (Severability).
• Failure by either party to enforce any right under these terms does not constitute a waiver of that right (No Waiver).

16Governing Law & Dispute Resolution

• These terms are governed by and construed in accordance with the laws of England and Wales.
• In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for a period of 30 days.
• If negotiation fails, the parties agree to attempt mediation before commencing legal proceedings.
• Any unresolved dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.