Terms & Conditions

01Who we are

VELORIQ SOFTWARE LTD is a Private Limited Company registered in England and Wales under company number 17384626. Our registered office is 17 Station Parade, Harrogate, England, HG1 1UF.

In these terms, “we”, “us” and “Veloriq” mean VELORIQ SOFTWARE LTD. “You” and “the Client” mean the person, business or organisation that accepts a quotation from us. “Services” means the software development or technology consultancy work described in that quotation.

Our business activities are business and domestic software development, and information technology consultancy.

02Services we provide

We provide bespoke software development and technology consultancy services. The specific services to be provided in any engagement are set out in the written quotation and scope document issued for that engagement.

We do not sell licences for our own packaged products, and we do not act as a reseller for any third-party vendor. Where a third-party product, service or licence is required for your project, it is purchased by you directly from that supplier, or by us on your behalf with your prior written agreement.

Professional standard

We will carry out the Services with reasonable care and skill, using appropriately experienced people, and in accordance with generally accepted professional practice for software development and technology consultancy.

03Quotations and acceptance

Starting prices published on this website are indicative guidance only. They are not offers and do not constitute a quotation.

A quotation is issued in writing for a defined scope. Unless it states otherwise, a quotation:

• remains valid for 30 days from the date of issue;
• is priced against the written scope accompanying it, and against no other scope;
• lists both what is included and what is expressly excluded;
• states the assumptions and dependencies it relies on;
• states the payment stages and the indicative schedule.

A contract is formed when you accept the quotation in writing (including by email) or pay the deposit invoice, whichever occurs first. At that point these terms and the accepted quotation together form the agreement between us.

Where a requirement is not sufficiently defined for a fixed quotation to be given responsibly, we may propose a separately priced discovery stage. The output of that stage is a deliverable you own and may take to any supplier.

04Project scope

The scope document is the definitive statement of what will be delivered. It is written to be readable by a non-technical reader and lists exclusions as well as inclusions, because the exclusions are what prevent most disagreements.

Anything not described in the scope document is outside the agreed work. That does not mean it cannot be done — it means it will be handled through the change process in section 07 and priced separately.

Assumptions

Quotations rely on stated assumptions, which commonly include the availability of your staff for review and testing, timely provision of information, access to systems that must be integrated, and the accuracy of information you provide about existing systems and data. If an assumption proves incorrect, we will tell you promptly and set out the effect in writing before any additional work is carried out.

05Pricing and payment

All prices are quoted in pounds sterling and are exclusive of VAT unless expressly stated otherwise. Where VAT is chargeable it will be shown separately on the invoice.

Payment stages

Unless the quotation states otherwise:

• a deposit is payable before work is scheduled and begins;
• one or more interim payments fall due on the completion of agreed milestones;
• the final payment falls due on delivery.

Shorter consultancy engagements are commonly invoiced in full on delivery of the written deliverable. Invoices are payable within 14 days of the invoice date unless a different period is stated on the invoice.

Late payment

Where an invoice remains unpaid after its due date we may suspend further work on reasonable notice, and we reserve our statutory rights in respect of interest and recovery costs on commercial debts. We will always contact you before suspending work.

Third-party costs

Cloud hosting, domain names, email delivery, SMS, payment processing, third-party licences and similar recurring costs are your responsibility and are billed to you by those providers. Wherever practical we set these up in accounts held in your name so that you retain control and visibility.

Payment security

Our bank details are stated on each invoice and do not change without direct telephone confirmation. If you receive any communication appearing to come from us that asks you to pay a different account, do not act on it — telephone +44 7848 457256 to verify first.

06Client responsibilities

Delivery on schedule depends on both parties. You agree to:

• provide accurate and complete information about your requirements, existing systems and data;
• nominate a single point of contact authorised to make decisions and give approvals;
• provide feedback, approvals and acceptance testing within the periods stated in the schedule;
• provide timely access to systems, accounts, environments and third parties needed for the work;
• ensure you hold the necessary rights and permissions for any content, data or materials you supply to us;
• comply with your own legal obligations, including in relation to personal data you control.

Where delays are caused by matters within your control, we will tell you what the effect on the schedule is. Extended delays may require the remaining work to be rescheduled, and in some cases re-quoted, because resources reserved for your project cannot be held indefinitely.

07Changes to the project

Requirements change during projects. This is normal and often a sign that something useful has been learned. It is managed as follows.

• Refinements that do not affect the agreed scope are absorbed as part of normal iterative development at no additional cost.
• Changes to scope are assessed in writing. We will state what the change involves, what it affects, the effect on price and the effect on the schedule.
• No additional work begins until you have approved the change in writing. Declining a change costs nothing and does not affect the agreed scope.
• The plan is reissued so that there is always a single current version of the scope, schedule and price.

Where changes are substantial, we may pause the project to re-scope the remaining work. Work already completed at that point is chargeable, and we will show you what has been delivered against what was agreed before anything is revised.

08Testing and acceptance

Testing is carried out throughout development rather than only at the end. Before delivery we carry out our own testing, which typically includes automated tests on core logic, manual testing of user journeys, cross-browser and responsive checks, and security and accessibility review appropriate to the work.

User acceptance testing

You then have an acceptance testing period, stated in the schedule, during which you test the deliverable against the agreed scope. During that period:

• report any item that does not meet the agreed scope, with enough detail for us to reproduce it;
• we correct such items at no additional cost;
• items that fall outside the agreed scope are treated as change requests under section 07.

If no defects are reported within the acceptance period, or the deliverable is put into live use, it is treated as accepted. Acceptance does not affect your rights in respect of defects that could not reasonably have been discovered during testing.

09Intellectual property

On receipt of full payment of all sums due, ownership of the intellectual property rights in the bespoke software written specifically for your project transfers to you, together with the source code.

The following are not transferred, and continue to be governed by their own terms:

• Third-party components and open-source libraries, which remain subject to their respective licences. We identify significant components in the project documentation.
• Pre-existing Veloriq tooling and general know-how used to produce the work. Where any such component is embedded in a deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use it as part of that deliverable.
• Third-party services you subscribe to directly, which remain subject to the agreement between you and that provider.

You retain ownership of all content, data and materials you supply to us, and you grant us a licence to use them for the purpose of carrying out the Services.

Portfolio reference

We will not identify you as a client, describe your project, or use your name or logo in any marketing material without your prior written consent.

10Third-party services

Projects frequently rely on services operated by others: cloud hosting, payment providers, mapping services, email delivery, CRM and accounting platforms, and similar.

We will advise on selection, carry out integration work, and configure these services as part of the Services. However we do not control them, and we are not responsible for their availability, performance, pricing changes, changes to their interfaces, or their discontinuation.

Where a third party changes or withdraws an interface after delivery, any resulting work is a new piece of work and is quoted separately.

11Delays

We will tell you promptly if we become aware of anything likely to affect the agreed schedule, together with the revised expectation and, where relevant, what we propose to do about it.

Neither party is liable for delay caused by events beyond its reasonable control, which may include failure or interruption of third-party services, unavailability of third-party interfaces, serious illness, or other events that could not reasonably have been foreseen or avoided. In such cases the schedule is extended by a reasonable period.

Where a delay is caused by us and is within our control, we will discuss appropriate remedies with you, which may include rescheduling, reallocating resources or adjusting the fee.

12Confidentiality

Each party may receive information from the other that is confidential. Both parties agree to keep such information confidential, to use it only for the purposes of the engagement, and not to disclose it to any third party without consent, except where disclosure is required by law.

This obligation does not apply to information that is already public, becomes public other than through a breach of this clause, was already lawfully held by the receiving party, or is independently developed without reference to the confidential information.

These obligations continue after the engagement ends. Where you require a separate non-disclosure agreement, we are willing to sign a reasonable one before discussions begin.

13Warranties and limitations

We warrant that the Services will be provided with reasonable care and skill, and that on delivery the software will materially conform to the agreed scope.

Delivery includes a defect correction period, stated in your quotation, during which we correct defects in the delivered scope at no charge. This does not cover changes in requirements, new functionality, faults caused by modification of the software by others, faults arising from your own infrastructure or third-party services, or issues arising from data or content you supplied.

Limitation of liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to that, and to the extent permitted by law:

• neither party is liable to the other for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss;
• our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us under that engagement.

If you are a consumer, this section does not affect your statutory rights.

Backups and data

Where we hold copies of your data during a project, we take reasonable care of it. You remain responsible for maintaining your own backups of live business data unless a backup service is expressly included in the agreed scope.

14Termination

Either party may terminate an engagement by written notice if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.

You may also request cancellation of a project at any time. Cancellation is dealt with in section 15 and in our Cancellation Policy.

On termination for any reason:

• fees for work completed up to the date of termination become payable;
• third-party costs already incurred on your behalf become payable;
• on payment of those sums, we transfer the work completed to date, in the state it has reached, together with relevant documentation;
• confidentiality obligations continue.

15Cancellation

We confirm every cancellation in writing after the call, setting out what has been completed, what is chargeable, any third-party costs incurred, and any balance due to or from you.

Eligibility and the financial outcome depend on the stage the project has reached. Full details, including your statutory rights if you are a consumer, are set out in our Cancellation Policy, which forms part of these terms.

16Governing framework

These terms and any engagement under them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, save that if you are a consumer resident elsewhere in the United Kingdom or in an EU member state, you may also have the right to bring proceedings in the courts of your country of residence.

Order of precedence

Where documents conflict, the following order applies: (1) a signed agreement specific to the engagement; (2) the accepted quotation and scope document; (3) these terms; (4) any other material, including this website.

General

• If any provision is found unenforceable, the remaining provisions continue in force.
• Failure to enforce a right is not a waiver of that right.
• Neither party may assign the agreement without the other’s written consent, which will not be unreasonably withheld.
• These terms may be updated from time to time. The version in force is the one published at the date your quotation was issued.

17Contact

Questions about this document, or about how it applies to your project, should be directed to us using the details below.

• Company: VELORIQ SOFTWARE LTD, a Private Limited Company registered in England and Wales, company number 17384626
• Registered office: 17 Station Parade, Harrogate, England, HG1 1UF, United Kingdom
• Email: support@veloriqsoftware.tech
• Telephone: +44 7848 457256