Terms of Service

1. Parties

These Terms of Service ("Terms") constitute a legally binding agreement between:

• Provider: Ihor Chyshkala, Sole Trader, registered at 13 Poplar Grove, Urmston, Greater Manchester, M41 9BL, United Kingdom ("I", "me", "Provider")
• Client: The individual or entity identified on the invoice ("you", "Client")

By making a payment against an invoice, you confirm that you have read, understood, and agree to be bound by these Terms.

2. Scope of Services

I provide custom software development services as described in the corresponding invoice ("the Work"). The scope of the Work is limited exclusively to what is specified in the invoice description and any accompanying written specification agreed by both parties prior to commencement.

Any work beyond the agreed scope constitutes a change request and will be quoted and invoiced separately (see Section 6).

3. Payment

Payment terms are as specified on the invoice. Unless otherwise agreed in writing:

• All prices are in the currency stated on the invoice and are exclusive of VAT (I am not VAT-registered)
• Payment is due by the date specified on the invoice
• Late payments may incur statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998
• I reserve the right to suspend work if payment is overdue by more than 14 days

4. Delivery and Acceptance

Upon completion, the Work will be delivered via an agreed method (e.g. Git repository, file transfer, deployment to your server).

Acceptance means you confirm the Work meets the requirements described in the invoice and any agreed specification. After acceptance, the Warranty Period begins.

Client Delays

Any delays caused by the Client — including but not limited to failure to provide assets, content, credentials, API access, hosting details, or timely feedback — will result in an equal extension of the agreed delivery timeline. I am not liable for missed deadlines where the delay is attributable to the Client.

5. Warranty

I warrant that the Work will be performed with reasonable care and skill in accordance with the Supply of Goods and Services Act 1982 (Section 13).

What is a Defect?

A "Defect" means the delivered code does not perform the functionality described in the agreed scope (invoice description or written specification). Specifically:

• Code produces incorrect output for the specified use case
• A feature described in the scope does not work as specified
• Code crashes or produces errors under normal usage conditions described in the scope

What is NOT a Defect?

The following are not considered Defects and are not covered by the warranty:

• Changes to requirements or new feature requests ("change requests")
• Issues caused by modifications made by the Client or third parties after delivery
• Issues arising from the Client's hosting environment, infrastructure, or third-party services
• Incompatibilities with software, libraries, or APIs updated after delivery
• Issues caused by data or input not described in the original scope
• Performance on hardware or environments not specified in the scope
• Issues in browsers or devices outside the supported range (see below)
• Cosmetic changes, design preferences, or "nice-to-have" enhancements

Warranty Process

• Defects must be reported in writing (email) with steps to reproduce
• I will acknowledge receipt within 2 business days
• I will use reasonable efforts to resolve confirmed Defects within 5 business days, depending on complexity
• If an issue is determined not to be a Defect, I will inform you and may offer to address it as a paid change request
• All communication and work is conducted during business hours: Monday to Friday, 9:00 AM – 6:00 PM UK time (GMT/BST), excluding UK public holidays

After the 30-day Warranty Period expires, any further work (including bug fixes) will be quoted and invoiced as new work.

6. Change Requests

Any work that falls outside the agreed scope is a change request. Change requests include but are not limited to:

• New features or functionality not in the original scope
• Changes to previously approved and accepted work
• Adapting the Work to new requirements, platforms, or environments
• Integration with systems not specified in the original scope

Change requests will be scoped, quoted, and must be agreed in writing before work commences. They are subject to a separate invoice and these same Terms.

7. Intellectual Property

Upon full payment of all invoiced amounts:

• Custom Code: You receive full ownership of all custom code written specifically for your project as described in the invoice
• Pre-existing Code & Tools: I retain ownership of any pre-existing code, frameworks, libraries, and tools used in the Work. You receive a non-exclusive, perpetual licence to use them as part of the delivered Work
• Third-party Components: Any open-source or third-party components are subject to their respective licences

Until full payment is received, all intellectual property rights in the Work remain with me.

Portfolio Rights

I retain the right to reference the Work and display non-confidential aspects (e.g. screenshots, general description, technologies used) in my portfolio, website, and marketing materials, unless a separate Non-Disclosure Agreement (NDA) is signed prior to commencement.

8. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement. This includes but is not limited to business plans, source code, credentials, and customer data. This obligation survives termination of the engagement.

9. Client Materials & Indemnification

The Client warrants that all materials provided to the Provider (including but not limited to text, images, logos, data, and credentials) are owned by the Client or used with proper authorisation, and do not infringe any third-party intellectual property rights, privacy rights, or applicable laws.

The Client shall indemnify and hold the Provider harmless against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from the use of materials provided by the Client or from the Client's breach of this warranty.

10. Limitation of Liability

To the fullest extent permitted by law:

• My total aggregate liability under or in connection with the Work shall not exceed the total fees paid by the Client for the specific invoice giving rise to the claim
• I shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunity, or goodwill
• I shall not be liable for any losses arising from the Client's failure to maintain adequate backups of their data and systems

11. Termination

Either party may terminate the engagement:

• By the Client: At any time with written notice. Fees for work already completed are non-refundable. You receive all completed work up to the date of termination.
• By the Provider: If the Client breaches these Terms, fails to make payment when due, or becomes unresponsive for more than 30 days during an active project. Completed work will be delivered upon settlement of outstanding fees.

12. Force Majeure

Neither party shall be liable for delays or failure to perform obligations due to circumstances beyond their reasonable control, including but not limited to natural disasters, acts of government, pandemics, internet outages, or third-party service failures.

13. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Both parties agree to attempt to resolve any dispute amicably before commencing legal proceedings.

14. Modifications

I reserve the right to update these Terms. The version in effect at the time of invoice creation applies to that engagement. Material changes will not apply retroactively to existing invoices.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16. Entire Agreement

These Terms, together with the invoice and any written specification agreed by both parties, constitute the entire agreement relating to the provision of services. They supersede any prior discussions, representations, or agreements (whether written or oral) on the same subject matter.

17. Contact

For questions about these Terms or any engagement: