Terms of Service | A & P Software Tech

These terms govern the software development and technology consulting services that A & P Software Tech provides to you, our client. In these terms, “we”, “us” and “our” mean A & P Software Tech, and “you” means the business, organization or individual we’re working for.

Please read them alongside the written proposal for your project. Together, the proposal and these terms form our agreement.

Who we are

You can contact us by email at angelika@apsoftwaretech.com or by phone at +1 (425) 560-3363.

How these terms apply

These terms apply to every project and engagement we carry out for you, unless we both agree otherwise in writing.
Your written proposal describes the specific work, price and schedule. If the proposal and these terms conflict, the proposal takes priority for that project.
Terms in your purchase orders or other documents don’t apply unless we’ve agreed to them in writing.
We may update these terms from time to time. The version in place when you accept a proposal applies to that project.

Proposals and quotes

Before any work begins, we send you a written proposal setting out the scope, deliverables, exclusions, assumptions, schedule, price and payment schedule.
Quotes are fixed for the scope described in the proposal. The price changes only through an approved change request, as explained under “Changes to the scope” below.
Unless the proposal says otherwise, a quote is valid for 30 days from the date we send it.
Our agreement for a project begins when you accept the proposal in writing (by signing it or confirming by email) and we receive any deposit it requires.
If your requirements aren’t yet clear enough to quote responsibly, we may recommend a paid discovery phase first. Discovery is quoted and agreed as a separate piece of work, and its deliverables are yours to keep once paid for, whether or not the project goes ahead.

Your responsibilities

To keep the work on schedule, you agree to:

name a decision-maker who can answer questions, give feedback and approve work on your behalf;
provide the information, content, data and access to systems, accounts and people that we reasonably request;
review deliverables and give feedback within the time frames set out in the proposal;
make sure you have the right to share any materials, data or software you give us, and that our use of them for your project won’t infringe anyone else’s rights;
comply with the laws that apply to your business and to the data your software will hold; and
keep your own backups of business data, unless backups are part of the services we’ve agreed to provide.

If information, feedback or access arrives late or turns out to be inaccurate, we’ll tell you promptly. Any effect on the schedule or price is agreed with you in writing before we go further.

Our responsibilities

We will:

carry out the services with reasonable skill and care, in line with good industry practice;
keep you informed about progress, risks and anything we need from you;
follow your reasonable instructions and any policies you share with us in advance, such as security or access requirements; and
keep your information confidential, as described below.

We may use carefully selected subcontractors for parts of the work. When we do, they’re bound by confidentiality obligations at least as strict as ours, and we remain responsible for their work.

Changes to the scope

Either of us can propose a change to the agreed scope at any time.

Change requests are made in writing, by email or through the shared project board.
For each request, we provide a written impact assessment covering the effect on cost, schedule and risk.
No change goes ahead until you approve it in writing. Once approved, it becomes part of the scope.
If you don’t approve a change, the original scope continues unchanged.
Small refinements that fit within the agreed scope are handled through the normal review cycle at no extra cost.

We never invoice you for changes you haven’t approved.

Fees, invoices and payment

Deposit. Work begins once the deposit set out in your proposal has been paid.
Development projects are invoiced in stages tied to the milestones in your proposal.
Consulting is billed per engagement, as set out in the proposal.
Due date. Invoices are due within 14 days of the invoice date.
Currency. Prices and invoices are in US dollars unless the proposal states otherwise.
Taxes. Prices don’t include sales tax, VAT or similar taxes, which are added where the law requires.
Third-party costs. Hosting, domains, software licenses and other third-party services are billed to accounts in your name wherever possible. If we need to pay for something on your behalf, we’ll get your approval first and add the cost to your next invoice.

If an invoice is overdue, we’ll send you a reminder. If it’s still unpaid 14 days after the due date, we may pause work after giving you written notice, and the schedule will move accordingly. We’ll resume as soon as the account is up to date.

If you disagree with part of an invoice, let us know before it’s due and pay the undisputed amount while we resolve the rest with you.

Acceptance

Each major deliverable is reviewed against the acceptance criteria in your proposal.
You have the review period stated in the proposal (or 10 business days if none is stated) to test the deliverable and tell us about anything that doesn’t meet the criteria.
We fix anything that falls short of the agreed criteria at no extra cost, then ask you to review it again.
A deliverable is treated as accepted when you confirm acceptance in writing, when the review period ends without any issues being reported, or when you start using it in live operation.

Intellectual property

What you own. Once you’ve paid all amounts due for a project, we transfer to you all intellectual property rights in the deliverables we create specifically for you, including custom source code, designs, documentation and reports. Until then, you may use the deliverables for review and testing.

Your materials. You keep ownership of everything you provide to us, such as your data, content, trademarks and existing software. You allow us to use these materials only as needed to deliver the services.

Our pre-existing materials. We keep ownership of tools, code libraries, templates and know-how that we developed before or independently of your project. Where any of these are included in your deliverables, you receive a permanent, worldwide, royalty-free, non-exclusive license to use, copy, modify and maintain them as part of your software. This license doesn’t allow you to sell or license them separately from your software.

General know-how. We may reuse the general skills and experience we gain while working with you, but never your confidential information or the deliverables that belong to you.

Publicity. We won’t name you as a client, use your logo or describe your project publicly without your written permission.

Open-source and third-party components

Your software may include open-source components. Each one is licensed under its own terms, which continue to apply after handover.
We choose components with licenses that permit commercial use and suit how you plan to use the software. We can give you a list of the main components and their licenses on request.
Third-party services, such as cloud hosting, payment providers and external APIs, are provided under their own terms. We’re not responsible for their availability or for changes their providers make, but we’ll help you deal with them where we can.

Confidentiality

Each of us will keep the other’s confidential information private and use it only for the purpose of our work together.
This doesn’t apply to information that is or becomes public through no fault of the party receiving it, was already known to that party, is developed independently, or must be disclosed by law.
At the end of an engagement, we’ll return or delete your confidential information if you ask, except for records we need to keep for legal or accounting reasons.
These obligations continue after our work together ends.
We’re happy to sign a separate non-disclosure agreement if you’d like one.

Data protection

Where we process personal data on your behalf (for example, records held in software we build or support), you are the data controller and we act as your processor. We process that data only on your documented instructions, keep it secure, and will sign a data processing agreement where the law requires one.

Our Privacy Policy explains how we handle the personal information we collect for our own business purposes.

Warranty and defect fixing

For 30 days after launch (or after acceptance, if a deliverable isn’t launched), we’ll fix at no charge any defect that stops the deliverables from working materially as described in the agreed scope.
This doesn’t cover problems caused by changes made by anyone other than us, misuse, failures or changes in third-party services or hosting, or new requirements. We can help with these as separate work.
Consulting advice is given in good faith and with reasonable skill and care, based on the information available to us. Decisions about whether and how to act on it remain yours, and we can’t guarantee particular business results.
No software is completely free of errors, and we don’t promise that yours will run without interruption. Apart from the commitments in these terms, and to the extent the law allows, we don’t give any other warranties, whether express or implied.

Limitation of liability

Nothing in these terms limits or excludes liability that can’t legally be limited, such as liability for fraud, or for death or personal injury caused by negligence.
Neither of us is liable to the other for indirect or consequential losses, or for loss of profits, revenue, business opportunities or goodwill.
Our total liability to you in connection with a project, whether in contract, negligence or otherwise, is limited to the total fees paid or payable for that project.

Events beyond our control

Neither of us is responsible for delays or failures caused by events outside our reasonable control, such as natural disasters, widespread internet or power failures, or a major outage at a cloud provider. If such an event affects the work, the affected party will tell the other promptly and we’ll agree on a revised plan. If it lasts more than 30 days, either of us may end the affected project by written notice.

Ending the agreement

If you want to stop. You can cancel a project or engagement at any time by telling us in writing. Our Cancellation & Refund Policy explains what you pay and how refunds work. In short, you pay for work completed to date and any non-refundable third-party costs, and we refund any unused prepaid amounts.
If we need to stop. We may end an engagement by written notice if you seriously breach these terms and don’t put it right within 14 days of our notice, if an invoice remains unpaid 30 days after its due date, or if you become insolvent. We may also end an engagement for any other reason by giving you 30 days’ written notice, in which case we’ll refund anything you’ve paid for work not yet done.
What happens next. When an engagement ends for any reason, we hand over the work completed to date, and ownership transfers to you once it’s paid for. The sections on intellectual property, confidentiality, data protection, limitation of liability, resolving disagreements and governing law continue to apply.

Resolving disagreements

If a disagreement arises, we’ll both try to resolve it informally and promptly, starting with a direct conversation between the decision-makers on each side. If that doesn’t settle it within 30 days, we’ll try mediation with an independent mediator we both agree on, sharing the mediator’s fees equally, before either of us starts court proceedings.

This doesn’t stop either of us from asking a court for urgent relief, for example to protect confidential information or intellectual property.

Governing law

These terms, and any dispute arising from them, are governed by the laws of the place where A & P Software Tech is registered. Subject to the process above, the courts of that place have jurisdiction over any dispute.

If you’re an individual using our services for personal rather than business purposes, you may also have rights under the consumer protection laws of the country where you live. Nothing in these terms takes those rights away.

General

Entire agreement. For each project, the proposal and these terms are the complete agreement between us and replace any earlier discussions about that project.
Notices. Formal notices under these terms can be sent by email to the addresses we each use for the project. Ours is angelika@apsoftwaretech.com.
Transfer. Neither of us may transfer our rights under these terms to someone else without the other’s written consent, which won’t be unreasonably withheld.
Severability. If any part of these terms is found to be unenforceable, the rest remains in effect.
No waiver. If either of us delays enforcing a right, we can still enforce it later.
Independent contractors. We provide the services as an independent business, not as your employee, agent or partner.

Contact

If you have any questions about these terms, email angelika@apsoftwaretech.com or call +1 (425) 560-3363.