Terms of Service

1. Acceptance of Terms

By accessing our website, contacting us for services, or engaging SEAFISHX LIMITED (trading as "SeaFishSoft") for any software development, consulting, or related services, you agree to be bound by these Terms of Service and all applicable laws and regulations.

If you do not agree with any of these terms, you are prohibited from using our services. These Terms of Service apply to all visitors, users, clients, and others who access or use our services.

These terms should be read in conjunction with our Privacy Policy, which explains how we collect and use your personal information.

2. Our Services

SeaFishSoft provides professional software development and technology consulting services, including but not limited to:

• Custom Software Development: Web applications, mobile applications, enterprise systems, and bespoke software solutions.
• Artificial Intelligence Solutions: AI integration, machine learning models, and intelligent automation systems.
• System Integration: API development, third-party integrations, and data migration services.
• Cloud Services: Cloud architecture design, deployment, and DevOps consulting.
• Technical Consulting: Technology strategy, system audits, and technical advisory services.
• Maintenance & Support: Ongoing maintenance, updates, and technical support services.

The specific scope, deliverables, and terms for each project will be detailed in individual project agreements, statements of work (SOW), or service contracts.

3. Service Engagement

3.1 Project Agreements

All service engagements require a written agreement that outlines:

• Detailed scope of work and deliverables
• Project timeline and milestones
• Pricing and payment schedule
• Acceptance criteria and testing procedures
• Change management procedures

3.2 Project Estimates

Unless otherwise stated in writing, all estimates and quotations are valid for 30 days from the date of issue. Estimates are based on the information provided and may be subject to change if requirements are modified or additional work is identified.

3.3 Change Requests

Any changes to the agreed scope of work must be submitted in writing and will be subject to a change order process. Changes may affect project timelines and costs, which will be communicated before implementation.

4. Client Obligations

To ensure successful project delivery, clients agree to:

• Provide Information: Supply accurate and complete information, requirements, and materials necessary for the project.
• Timely Feedback: Respond to requests for feedback, approvals, and clarifications within agreed timeframes.
• Access and Resources: Provide necessary access to systems, accounts, and resources required for project execution.
• Designate Contacts: Appoint authorised representatives with decision-making authority for the project.
• Legal Compliance: Ensure that all materials provided do not infringe on third-party rights and comply with applicable laws.
• Payment: Make payments in accordance with the agreed payment terms.

Delays or failures in meeting client obligations may result in project delays, additional costs, or termination of the agreement.

5. Payment Terms

5.1 Fees and Pricing

Fees for our services will be as specified in the applicable project agreement. Unless otherwise stated:

• All prices are quoted in GBP (British Pounds Sterling).
• Prices are exclusive of VAT, which will be added where applicable.
• Travel and out-of-pocket expenses will be charged separately if incurred.

5.2 Payment Schedule

Standard payment terms, unless otherwise agreed:

• Fixed-Price Projects: 30% deposit upon agreement, progress payments as per milestones, final payment upon completion.
• Time & Materials: Monthly invoicing based on hours worked and expenses incurred.
• Retainer Services: Monthly payment in advance.

5.3 Late Payments

Invoices are due within 14 days of issue unless otherwise specified. Late payments may incur:

• Interest at 4% above the Bank of England base rate.
• Suspension of work until outstanding amounts are paid.
• Recovery costs in accordance with the Late Payment of Commercial Debts Act.

6. Intellectual Property Rights

6.1 Client Ownership

Upon full payment, the client will own all intellectual property rights in the custom deliverables created specifically for the project, unless otherwise agreed in writing.

6.2 Pre-Existing IP

SeaFishSoft retains all rights to:

• Pre-existing code, libraries, frameworks, and tools used in the project.
• General knowledge, skills, and experience gained during the project.
• Reusable components and modules that are not specific to the client's project.

6.3 Third-Party Components

Projects may incorporate third-party software, libraries, or services subject to their own licence terms. We will identify such components and their applicable licences.

6.4 Client Materials

The client retains ownership of all materials, data, and content provided for the project. The client warrants that such materials do not infringe on any third-party rights.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the engagement.

7.1 Confidential Information Includes:

• Business strategies, plans, and financial information.
• Technical specifications, source code, and documentation.
• Customer data and personal information.
• Any information marked as confidential.

7.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was known to the receiving party prior to disclosure.
• Is independently developed without use of confidential information.
• Is required to be disclosed by law or court order.

7.3 Duration

Confidentiality obligations survive termination of the agreement for a period of 3 years, or longer for trade secrets.

8. Warranties and Disclaimers

8.1 Our Warranties

SeaFishSoft warrants that:

• Services will be performed with reasonable skill and care in accordance with industry standards.
• Deliverables will substantially conform to agreed specifications for a period of 30 days from acceptance ("Warranty Period").
• We have the right to provide the services and grant the rights described herein.

8.2 Warranty Remedies

During the Warranty Period, we will correct any defects that are reported and documented. This is the client's sole remedy for warranty claims.

8.3 Disclaimers

9. Limitation of Liability

9.1 Liability Cap

To the maximum extent permitted by law, SeaFishSoft's total liability arising out of or related to the services shall not exceed the total fees paid by the client for the specific project giving rise to the claim.

9.2 Exclusion of Damages

In no event shall SeaFishSoft be liable for:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, or business opportunities.
• Cost of procurement of substitute services.
• Damages arising from client's failure to meet their obligations.

9.3 Exceptions

Nothing in these terms excludes or limits liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be excluded by law.

10. Indemnification

The client agrees to indemnify, defend, and hold harmless SeaFishSoft, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Client's breach of these terms or any project agreement.
• Client's violation of any applicable law or regulation.
• Infringement of third-party rights by materials provided by the client.
• Client's use of the deliverables beyond the agreed scope.

11. Termination

11.1 Termination for Convenience

Either party may terminate a project agreement with 30 days written notice. Upon such termination:

• The client will pay for all work completed and expenses incurred up to the termination date.
• SeaFishSoft will deliver all completed work and work in progress.

11.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches the agreement and fails to cure within 14 days of notice.
• Becomes insolvent, bankrupt, or ceases business operations.
• Fails to make payments when due (client).

11.3 Effect of Termination

Upon termination, provisions relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive.

12. Governing Law and Disputes

These Terms of Service and any disputes arising from them shall be governed by and construed in accordance with the laws of England and Wales.

Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before initiating legal proceedings, parties agree to attempt to resolve disputes through good faith negotiation and, if necessary, mediation.

13. Changes to Terms

We reserve the right to modify these Terms of Service at any time. Changes will be effective upon posting to our website with an updated "Last Updated" date.

For existing clients with active projects, material changes to these terms will be communicated directly and will apply to new engagements or renewals.

Continued use of our services after changes constitutes acceptance of the modified terms.

14. Contact Information

For questions about these Terms of Service or our services, please contact us: