Terms of Business

These terms apply to the professional services provided by Devute Ltd (previously named Devute UK Ltd), a private limited company registered in England and Wales with company number 14301159, whose registered office is at 53 Leafield Avenue, Bradford, England, BD2 3SE (we, us, our) to you, the client named in the proposal (you, your).

They cover projects (websites, apps, product design, AI solutions, MVPs, software and APIs), embedded pods and forward-deployed engineers, growth retainers, ads management, SEO and content, AI marketing workflows, management services and fixes and rescue work.

Hosting, care plans, email services and our software products are covered by our Hosting & Subscription Terms. Training and courses are covered by our Course Terms.

Order of precedence. If there is a conflict, the documents apply in this order: (1) the signed or accepted proposal, quote or statement of work for the engagement; (2) these terms; (3) any other document we refer to. A proposal only overrides these terms where it says so clearly.

• Proposal means the written quote, proposal or statement of work we send you that describes the services, deliverables, price, timeline and payment schedule.
• Services means the work described in the proposal.
• Deliverables means the things we produce for you as part of the services, such as code, designs, content, configurations and reports.
• Client materials means content, data, logins, brand assets and other materials you provide to us.
• Background materials means tools, code libraries, components, templates, know-how and methods we owned or developed before or separately from your engagement.
• Milestone means a stage of a project set out in the proposal, usually linked to a payment.
• Launch means the date a deliverable is first made live or handed over for live use.
• Business day means a day other than a Saturday, Sunday or public holiday in England.

1. Free audit. We usually start with a free audit or discovery call to understand what you need. The audit is free and creates no obligation on either side.
2. Written proposal. We then send you a written proposal with a fixed scope and price, or a monthly or quarterly fee. A proposal is valid for 30 days unless it says otherwise.
3. Acceptance. A contract is formed when you accept the proposal in writing (including by email or electronic signature) and, where a deposit or first payment is due, we receive it.

We will not start work before both steps of acceptance are complete unless we agree otherwise in writing. Any timeline in the proposal runs from the date the contract is formed and we have what we need from you to start.

We will carry out the services described in the proposal with reasonable skill and care, using suitably experienced people.

If you ask for something outside the agreed scope, or the scope grows during the work, we will tell you before doing it and give you a written re-quote covering the cost and any effect on the timeline. Nothing outside the agreed scope is done first and invoiced afterwards. We never add charges without your written approval.

Either of us may suggest a change. A change only becomes part of the contract once we have both agreed it in writing. If you decide not to go ahead with a change, we will continue with the original scope.

Where a retainer or care plan includes an allowance of hours or items, work above that allowance is quoted before it starts.

Good results depend on both of us. You agree to:

• provide accurate client materials, content and information when we need them;
• give us the access we reasonably need, such as logins, hosting, domain, analytics and ad accounts;
• name a person who can make decisions and give approvals on your behalf;
• review work and give feedback or approval within the time set out in the proposal, or within 5 business days if no time is stated;
• make sure you have the right to use any client materials you give us, and that they do not infringe anyone else's rights or break the law; and
• comply with the platform rules of any service you ask us to work in, such as Google, Meta or TikTok advertising policies.

If you are late providing something we need, or a delay is caused by you, the timeline will move by a reasonable amount. If a project is on hold for more than 30 days because we are waiting for you, we may invoice for work completed to date and agree a new start date with you.

Our fees are set out in the proposal. Prices shown on our pricing page are starting prices; the proposal sets the price for your work.

Please plan for the second payment from the start: the revision stage is when it is invoiced, and handover waits until it has cleared.

Where we agree that a build can be spread over 3 to 12 months alongside a care plan, the payment schedule will be set out in the proposal. If the care plan ends early, any unpaid balance for the build becomes due.

VAT. We are not currently registered for VAT. If we become VAT registered, VAT will be added at the prevailing rate and shown on your quote and invoice.

Our fees do not include third-party costs such as software licences, plugins, stock assets, domain names or ad spend, unless the proposal says so.

Invoices are due within 14 days of the invoice date unless the proposal states otherwise. Payment is by the methods shown on the invoice.

If you think an invoice is wrong, please tell us promptly and in any case before the due date, explaining why. You should pay any part that is not in dispute, and we will work with you to resolve the rest quickly.

If an undisputed invoice is not paid on time:

• we will remind you first and give you a chance to pay;
• if you are a business, we may claim statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998;
• if you are a consumer, we may charge interest at 4% a year above the Bank of England base rate on the overdue amount; and
• we may pause work after giving you at least 7 days' written notice, until the overdue amount is paid. Timelines move by the length of any pause.

Ad spend is yours. For marketing plans and campaigns, the cost of the advertising itself (paid to Google, Meta, TikTok or another platform) is your responsibility and is not part of our fees, unless our proposal expressly says we will cover all or part of it. Where it does, the proposal sets out exactly what we pay and for how long.

Account access. We work in one of two ways, agreed at the start:

• Your ad account: you add us as a manager or partner on your own ad accounts. Billing stays on your payment method and the account remains yours.
• Our agency ad account: we add your business to the client ad account we manage. You are still responsible for the ad spend, which is charged to your payment method or invoiced to you as set out in the proposal, and we will move the campaigns and data to an account in your name if you ask.

You are responsible for the budgets you approve and for keeping a valid payment method in place.

No guaranteed results. Advertising and search performance depend on things outside our control, including platform algorithms, auctions, policy decisions, competitors and market conditions. We will work with reasonable skill and care and report honestly on performance, but we do not guarantee any particular ranking, traffic, number of leads, return on ad spend or other result unless the proposal expressly says so.

Platforms may reject, limit or suspend ads or accounts under their own policies. We will help you respond where we can, but we are not responsible for platform decisions.

When we deliver a milestone or deliverable, you have 5 business days (or the period in the proposal) to review it against the agreed scope. If it does not meet the scope, tell us in writing what is missing or wrong and we will fix it and resubmit. If you do not raise any issues in that period, or you put the deliverable into live use, it is treated as accepted.

Defect fix period. For 30 days after launch, we will fix free of charge any defect that means a deliverable does not work as described in the agreed scope. This does not cover:

• new features or changes to the agreed scope;
• problems caused by changes made by you or a third party, or by hosting, plugins or services we do not manage; or
• problems caused by updates to third-party platforms, browsers or services after launch.

After the defect fix period, support is available under a care plan or quoted as separate work. Software is complex, and we do not promise that deliverables will be completely error-free, but we will fix defects within scope as described above.

Your materials. You keep ownership of your client materials. You give us a licence to use them only to carry out the services.

Custom projects: you get the code. When a custom project is finished and paid for in full, the intellectual property in the deliverables created specifically for you (including the code and designs) transfers to you. We normally keep your code in a private repository set up for you in our GitHub organisation. You can ask us at any time to transfer that repository to your own GitHub account, or take a copy and move the project to your own server or hosting. Until payment in full, you may use the deliverables for review and testing only.

Our products are licensed, not sold. Our software products and platforms (such as NexeLead, Legal CRM, ERP System, CRM System and our tools) remain ours. You get the right to use them under your plan; you own the data you put into them, as set out in our Hosting & Subscription Terms.

Our background materials. We keep ownership of the tools, libraries and components we bring to a project. Where they form part of a deliverable, we give you a non-exclusive, perpetual, royalty-free licence to use, copy and modify them as part of that deliverable, for your own business. This licence starts on payment in full and does not let you resell them on their own.

Third-party and open-source components. Deliverables may include third-party or open-source software, fonts, images or other materials, licensed to you under their own terms. Paid third-party licences are held in your name wherever possible.

Portfolio. Unless you tell us otherwise in writing, we may mention that you are a client and show non-confidential parts of public work in our portfolio.

Each of us will keep the other's confidential information confidential and use it only for the engagement. Confidential information includes business plans, pricing, client lists, code, data and anything marked or reasonably understood to be confidential.

This does not apply to information that is already public (other than through a breach of these terms), that the receiving party already had or developed independently, or that must be disclosed by law or a regulator. Each of us may share confidential information with our own staff, contractors and professional advisers who need to know it and who are bound by similar duties.

These obligations continue for 3 years after the engagement ends, and indefinitely for trade secrets and personal data.

Each of us will comply with the UK GDPR and the Data Protection Act 2018 (as amended).

Where we process personal data on your behalf as part of the services (for example, customer data in a system we build or manage for you), we do so as your processor under our Data Processing Agreement, which forms part of these terms.

How we handle personal data about you and your staff as our own client is explained in our Privacy Policy.

Our work often relies on third-party services such as hosting providers, app stores, payment providers, AI model providers, ad platforms and plugins. These services are provided under their own terms, and their availability, pricing and features can change without our control.

We will recommend reputable services and tell you about any significant costs before you commit. We are not responsible for the acts, failures or changes of third-party services we do not control, but we will help you manage the impact where we reasonably can.

What we do not limit. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Indirect loss. Subject to the paragraph above, neither of us is liable to the other for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however it arises.

Cap. Subject to the paragraphs above, each party's total liability to the other arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees you paid us for that engagement in the 12 months before the event giving rise to the claim. This cap does not apply to your obligation to pay our fees.

Data and backups. You should keep your own backups of your data and content. Where loss of data is our fault, our liability is limited to the reasonable cost of restoring it from the latest available backup.

If you are a consumer, see Consumers below: we are responsible for loss you suffer that is a foreseeable result of our breaking these terms or failing to use reasonable care and skill.

Projects. Either of us may end a project by giving the other written notice. You pay for work done up to the date of termination (calculated pro rata against the milestones in the proposal) and any non-cancellable third-party costs we have committed to on your behalf.

Monthly services and retainers. Either of us may end a monthly service by giving written notice. It ends at the end of the current paid month, unless the proposal sets a minimum term or a longer notice period. Embedded pods quoted per quarter end at the end of the current quarter unless the proposal says otherwise.

Ending for breach. Either of us may end the contract immediately by written notice if the other commits a serious breach and, where it can be fixed, does not fix it within 14 days of being asked to; or if the other becomes insolvent or stops trading.

Deposits. The project deposit covers planning, discovery and work started after acceptance. How deposits and prepaid fees are treated if a contract ends early is set out in our Refund Policy.

On termination. Once you have paid all sums due, we will hand over the deliverables and work in progress that you have paid for, and return or delete your client materials. Sections that are meant to continue (such as payment, intellectual property, confidentiality, liability and non-solicitation) survive termination.

Our team is our business. During the engagement and for 12 months after it ends, you agree not to directly employ or engage any of our staff or contractors who worked on your engagement without our written consent. This does not stop you hiring someone who responds to a general job advertisement that is not targeted at our people.

If you would like to hire one of our people, talk to us. We will usually be able to agree a reasonable arrangement.

Neither of us is responsible for delay or failure to perform caused by events outside our reasonable control, such as natural disasters, epidemics, war, terrorism, government action, major internet or power failures, or the failure of a major platform provider. This does not apply to paying sums that are due.

The affected party must tell the other promptly and take reasonable steps to limit the effect. If the event continues for more than 30 days, either of us may end the affected services by written notice, and you pay for work done up to that point.

Most of our clients are businesses. If you are buying as a consumer (an individual acting for purposes wholly or mainly outside your trade, business, craft or profession), you have legal rights under the Consumer Rights Act 2015 and related laws, and nothing in these terms affects them.

In particular, if you are a consumer and the contract is made at a distance (for example online or by email), you usually have 14 days from the date the contract is formed to cancel. If you ask us to start work within that period, you will need to pay for the work done up to the point you cancel. Details are in our Refund Policy.

Where these terms refer to businesses only (such as the Late Payment of Commercial Debts (Interest) Act 1998 or the exclusion of loss of profits), those provisions do not reduce your consumer rights. If you are a consumer living in Scotland or Northern Ireland, you can also bring proceedings in your local courts.

Notices. Notices under these terms must be in writing. You can send them to us by email to info@devute.com or by post to our registered office at 53 Leafield Avenue, Bradford, England, BD2 3SE. We will send notices to the email or postal address in your proposal or account. An email notice is treated as received on the next business day after it is sent.

Subcontractors. We may use carefully chosen subcontractors to help deliver the services. We remain responsible for their work.

Transfer. Neither of us may transfer the contract without the other's written consent, which will not be unreasonably withheld, except that we may transfer it to a successor business that takes on our obligations.

Entire agreement. The proposal and these terms are the whole agreement between us for the engagement and replace earlier discussions. Nothing here limits liability for fraudulent misrepresentation.

Other points. If a court finds part of these terms unenforceable, the rest still applies. A delay in enforcing a right does not waive it. Only you and we have rights under the contract; no one else can enforce it under the Contracts (Rights of Third Parties) Act 1999.

Changes. We may update these terms from time to time. The version in force when you accepted your proposal applies to that engagement unless we both agree otherwise.

Complaints. If you are unhappy with our work, please email info@devute.com. We will acknowledge your complaint and try to resolve it fairly and promptly.

These terms and any dispute arising from them (including non-contractual disputes) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that consumers in Scotland or Northern Ireland keep the right to bring proceedings in their local courts and to rely on their local law.

Before going to court, we both agree to try in good faith to resolve any dispute by discussion between senior people on each side.