Build terms

These terms apply when we build something for you — a website, an app, a CRM, a till system, a booking system or anything else. They are between you and Software Builders Ltd, a company registered in England and Wales, company number 17431696, whose registered office is 66 Chertsey Road, Windlesham, England, GU20 6HP. We trade as Foundation. "We", "us" and "our" mean Software Builders Ltd. "You" and "your" mean the person or business we are building for.

They are written to be read. If any part is unclear, ask before you agree to it.

1. Scope and the written plan

**Before we build anything, we write down what we are building and what it costs, and you agree it.** That written plan — the quote, proposal or scope we send you and you accept by email — together with these terms is the whole agreement between us. If the two ever disagree, the written plan wins, because it is the one describing your actual project.

The plan says what is included. Anything not in it is not included. That is not us being difficult: a plan that quietly grows is how fixed prices stop being fixed and projects stop finishing.

If you want something that is not in the plan, tell us. We will say what it costs and how it affects the timeline, in writing, and we will not start it until you have agreed. If it is small we will usually just do it.

Timings in the plan are estimates, not promises, unless the plan says otherwise in terms. We work quickly and we will tell you early if something is slipping. A date only becomes a commitment if we have written that it is one.

We need things from you, and the plan will say what: content, photographs, logins to systems we are connecting to, decisions when we ask for them. If we are waiting on you the project waits too, and a long wait may mean re-quoting — we will tell you before that happens rather than afterwards.

2. Price and payment

The price is fixed in writing before we start, and it does not move unless you ask for something outside the plan. If a build takes us longer than we expected, that is our problem and not your bill.

Unless the plan says otherwise:

• Half the price books the work in, and is payable before we start. The other half is due on completion, before the work goes live. For projects under £500 we usually just invoice the whole thing on completion; the plan will say which applies to yours.
• Invoices are due within 14 days of the date on them.
• We can charge interest on late payment at 8% above the Bank of England base rate, under the Late Payment of Commercial Debts (Interest) Act 1998. We would rather ring you.

Deposits are non-refundable once we have started work, because they book out time we have turned other work away for. If you cancel before we have started, we will refund it in full.

If you cancel part-way through, you pay for the work done up to that point and we hand over what exists. We will be fair about what "done" means and we will show you.

3. Revisions

The plan says how many rounds of changes are included. For most website builds it is two.

A round is a list of changes sent in one go, not a single change. Gather them up and send them together and you will get far more out of each one — and we would much rather you used them than saved them. We will tell you when a round is being used up.

Revisions mean refining what is in the plan: wording, images, colours, layout, spacing, the order of things. A revision is not a new requirement. Asking for a page that was never in the plan, or changing what the thing is for, is new work — we will quote it, and we will say so at the time rather than silently absorbing it.

Further rounds after the included ones are charged at £90 each. A flat figure rather than an hourly rate, so you know what you are agreeing to before you ask.

Revision rounds are included for 90 days from handover. After that, changes are ordinary support work, quoted as usual.

4. When the work becomes yours

Once you have paid in full, the work is yours. We assign to you all intellectual property rights in what we have built specifically for you — the designs, the pages, the code written for your project, the content we produced for it.

Two things stay ours, and you get a licence to use them rather than ownership:

• Our own tools and components, the general-purpose code and patterns we bring to every project and reuse across clients. You get a perpetual, worldwide, irrevocable licence to use them as part of what we built you, including if you move it elsewhere or have someone else work on it.
• Third-party software — open-source libraries, fonts, plugins, stock images — which stays under whichever licence its owner grants. Those licences carry across to you with the work.

Before you have paid in full, what we have built stays ours and is licensed to you only for review. We will not take a live site down over an unpaid invoice, but we are not obliged to hand over source files until the bill is settled.

Showing the work. We would like to show what we have built in our portfolio, on this site and in social posts. Tell us if you would rather we did not, at any time, and we will take it down. We will never show anything confidential, any of your customers' data, or anything behind a login.

5. Hosting is separate

A build does not include hosting. When we hand over, the files are yours to put wherever you like.

If you would like us to host and look after it, that is a separate monthly service with its own terms at foundationbuilds.com/terms/hosting. Taking it is entirely optional and nothing about the build depends on it.

Equally, a build does not include looking after it afterwards. Without a hosting or support arrangement we are not monitoring your site, not applying security updates to it, and not backing it up. If something breaks six months later we will of course help, but as new work, quoted at the time.

Domains are registered in your name, not ours. If we register one for you we do it on your behalf and you own it. Keeping it renewed is yours to do — a lapsed domain takes a site off the internet more completely than any outage.

6. Your data, and our role as data processor

While we are building, and for anything we are given access to, **you are the data controller and we are your data processor** under the UK GDPR and the Data Protection Act 2018.

In practice this means:

• We process personal data only on your instructions and only to do the work.
• We keep it confidential.
• We take appropriate security measures around it.
• We tell you without undue delay if we become aware of a breach affecting it.
• We help you respond to requests from individuals exercising their rights.
• When the project ends we return or delete what we hold, as you ask.

Please do not send us live personal data when test data would do. If we need real records to build against — migrating a customer list, for instance — we will say so, we will take only what is needed, and we will delete our working copies when we are finished.

Logins. If you give us access to systems of yours, give us our own account rather than sharing yours, and remove it when the work is done. Send credentials through a password manager's share link or over the phone, never by email. We will do the same for anything we send you.

Where your finished system holds personal data and we go on to host it, the hosting terms take over and contain the fuller processing agreement.

7. Third-party costs

Some things cost money that is not ours and that we cannot absorb into a fixed price. Unless the written plan says we are covering them, these are yours:

• Domain registration and renewal.
• Software licences — a paid plugin, a commercial font, a premium theme.
• Stock photography or video, where you want it and have not supplied your own.
• App store fees, where we are publishing an app for you. Apple and Google both charge developer account fees, and both decide for themselves whether and when to approve a release.
• Third-party services your system connects to — a payment provider's fees, an SMS gateway, a mapping or email service.

We will tell you what these are before committing you to any of them, and wherever we can we will set them up in your own name and on your own card, so you are not dependent on us for something you are paying for.

8. Our liability

Nothing in these terms limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• We are liable to you for up to the total amount you have paid us for the project in question.
• We are not liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data.
• We are not liable for content you supply, or for the consequences of using it — that includes images and text you do not hold the rights to.
• We are not liable for third-party services we have connected your system to, or for changes they make to how they work.
• We do not warrant that software will be free of every defect. We do warrant that we will build what the written plan describes, with reasonable care and skill, and that we will fix defects in our own work reported within 90 days of handover at no charge.

If you are a consumer, this section does not affect your statutory rights under the Consumer Rights Act 2015, including the right to services performed with reasonable care and skill.

9. Contact

Email hello@foundationbuilds.com. A person reads it, usually the same working day — and it is the same person who would be building it.

Software Builders Ltd, trading as Foundation
66 Chertsey Road, Windlesham, England, GU20 6HP
Company number 17431696

The small print about the small print

• These terms and your written plan are the whole agreement between us about the build. They replace anything said beforehand. Hosting has its own terms.
• We may update these terms, but the version that applies to your project is the one current when you agreed your plan. Each version is numbered and dated at the top of this page.
• If any part turns out to be unenforceable, the rest continues to apply.
• Delay is not waiver. If we do not enforce something straight away, we have not given up the right to enforce it later.
• Neither of us is liable for failures outside our reasonable control, though we will each tell the other promptly and do what we reasonably can.
• Nobody else can enforce these terms — only you and us.
• English law applies, and the courts of England and Wales have exclusive jurisdiction.