Terms & Conditions
Effective Date: August 10, 2025
1. Acceptance of Terms
By accessing our website or engaging Cicero Software for bespoke software, consulting, or related professional services (the "Services"), you agree to these Terms & Conditions. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity.
2. Engagement Model & Scope
Work is delivered either (a) under a fixed scope defined in a written Proposal / Statement of Work ("SoW") accepted in writing (email sufficient), or (b) on a time & materials (T&M) basis at the rates communicated to you. Scope, assumptions, deliverables, and any exclusions will be stated in the Proposal/SoW. Items not explicitly included are out of scope and may require a separate change request.
3. Fees, Invoicing & Payment
Unless otherwise stated: (i) Fixed-price projects may require an upfront deposit (typically 30–50%) with remaining amounts invoiced on milestone completion or delivery; (ii) T&M engagements are invoiced monthly in arrears; (iii) Payment terms are 14 calendar days from invoice date; (iv) Late payments may incur interest at the statutory rate or 2% per month (whichever is lower); (v) All fees are exclusive of VAT or applicable taxes which, if due, will be added to the invoice. We may suspend work for overdue accounts after reasonable notice.
4. Change Requests
Changes to scope, priorities, or assumptions must be requested in writing. We will assess impact on timeline, effort, and cost and will only proceed once the change is approved by you. Unapproved changes or scope creep may be deferred or billed at prevailing T&M rates.
5. Client Responsibilities
You will provide timely access to stakeholders, information, systems, test data, brand assets, and any third‑party services or credentials required. Delays in these dependencies may extend timelines. You are responsible for ensuring you have rights to all materials you supply.
6. Intellectual Property & Licensing
Upon full payment of all undisputed fees, you receive ownership of bespoke source code and deliverables specifically created for you, excluding: (a) our pre‑existing tools, libraries, frameworks, boilerplates, methodologies, and know‑how; (b) generic components or improvements of a reusable nature; (c) third‑party open source or commercial software which remain under their respective licenses. We retain all rights to pre‑existing and generic materials but grant you a perpetual, worldwide, royalty‑free license to use them solely as incorporated into the deliverables. We may reuse generalized learnings and non-confidential patterns.
7. Confidentiality
Each party shall keep confidential and not disclose to any third party any non‑public information received that is marked or reasonably understood as confidential. Exclusions include information that is public, independently developed, or lawfully obtained from a third party without restriction. Confidentiality survives termination for three (3) years (trade secrets: as long as protected under law).
8. Data Protection & Security
We process Personal Data only as necessary to deliver the Services, in accordance with our Privacy Policy and, where required, a separate Data Processing Agreement (DPA). You are the controller of customer data you provide. While we implement reasonable technical and organizational measures, no system is 100% secure and we provide no absolute guarantee. You must promptly notify us of any suspected vulnerabilities specific to your environment.
9. Warranties & Disclaimer
We warrant that we will perform the Services with reasonable skill and care consistent with professional software engineering practices. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES (EXPRESS OR IMPLIED), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.
10. Limitation of Liability
To the maximum extent permitted by law: (i) Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, nor loss of profits, revenue, data, or business interruption; (ii) Our aggregate liability arising out of or related to the Services (whether in contract, tort, including negligence, or otherwise) shall not exceed the total fees paid by you to us for the Services in the twelve (12) months preceding the claim. Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be limited.
11. Term & Termination
Either party may terminate an engagement for material breach not cured within 14 days of written notice. You may terminate for convenience with 14 days written notice; we will invoice for work performed up to termination plus any non-cancellable commitments. Clauses relating to fees owed, IP, confidentiality, limitation of liability, and governing law survive termination.
12. Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control (including natural disasters, acts of government, internet outages, strikes, war, or pandemics) provided it uses commercially reasonable efforts to mitigate and resumes performance promptly.
13. Governing Law
These Terms are governed by and construed in accordance with the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction, except that we may seek injunctive relief in any jurisdiction for misuse of IP or Confidential Information.
14. Contact
Questions about these Terms should be sent to info@cicerosoftware.co.uk.