About

Terms & Conditions

These terms govern your use of this website and form the baseline of any engagement with Swale Software. For client projects I'll also sign a separate written proposal or statement of work; where the project document differs from these terms, the project document takes precedence.

By using this website or instructing me to carry out work, you agree to these terms. If you don't agree, please don't use the site or engage me.

About these terms

Swale Software is a sole-trader business based in North Yorkshire. Throughout these terms, “I”, “me”, and “my” refer to Swale Software, and “you” and “your” refer to you as a website visitor or client.

Quotes and starting work

I issue quotes in writing, usually as a proposal with a fixed price, scope, and timescale. Quotes are valid for 30 days from issue unless I agree otherwise.

To accept a quote, reply to the proposal in writing (email is fine) and pay the deposit set out in the payment terms below. Work begins when I have both your written acceptance and the deposit.

If the project isn't a good fit, I'll say so before quoting. If your requirements change before work starts, I'll update the quote.

Scope and changes

The scope of any project is what's described in the written proposal. Anything outside that scope is a change.

If you'd like a change mid-project, I'll discuss the impact on cost and timescale and confirm any change in writing before I start it. I won't take on extra work that costs you more without your written agreement.

Payment terms

Unless otherwise agreed in the project proposal, fees are payable in two instalments:

50% on acceptance of the quote, before work begins.
50% on completion, before final handover and access transfer.

For larger or longer-running projects I may agree alternative phasing (such as monthly milestones) in the proposal.

Invoices are payable within 14 days of issue, by bank transfer to the account details shown on the invoice. I don't currently accept card payments.

Late payments may incur statutory interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. I may suspend work on a project where an invoice is more than 14 days overdue, until payment is received.

I am not currently VAT-registered; fees include all applicable taxes.

Ongoing fees and support

Ongoing services such as hosting, maintenance, or support retainers are billed in advance, monthly or annually as agreed in the proposal.

Ongoing support arrangements can be cancelled by either party with 30 days' written notice unless otherwise agreed. Pre-paid fees are not refundable for the notice period.

Hosting fees, domain registrations, third-party software licences, and other pass-through costs are billed at cost (or with a small administrative margin where agreed) and itemised in the proposal.

Cancellation

You may cancel a project at any time by giving me written notice. The following applies:

Before work begins: the deposit is fully refundable, less any third-party costs already incurred on your behalf (such as domain registrations or software licences).
After work has begun: I'll invoice for work completed up to the date of cancellation, calculated against the agreed milestones, plus any non-refundable third-party costs. The deposit is set off against this final invoice. Any balance owing in either direction is settled within 14 days.
After completion and handover: the final 50% becomes due in full and is non-refundable, as the work has been delivered.

I may cancel a project if you materially breach these terms (for example, non-payment of an invoice that's more than 30 days overdue) or if continuing becomes unviable for reasons beyond my control. In that case I'll invoice for work completed to date and refund any payments received in excess of that amount.

Client responsibilities

To deliver a project on time and within scope, I need you to:

Provide content, branding assets, and any required system access in a timely way.
Respond to questions, design proofs, and feedback requests without unreasonable delay.
Ensure that anything you supply (text, images, data, code, brand assets) is yours to use or properly licensed.
Make decisions when asked, particularly during design and acceptance phases.
Nominate a single point of contact with authority to approve work and sign off deliverables.

If progress is held up by lack of input from you, I'll set out the impact on the timeline and may put the project on hold until input resumes. Projects on hold for more than 60 days may attract a re-mobilisation fee to cover the cost of bringing the work back into my schedule.

Delivery, testing, and acceptance

I test the deliverables against the agreed scope before handing them over. You then have a defined acceptance period (set in the proposal, typically 10 working days) to review the work and report any issues.

Issues falling within the agreed scope are fixed at no extra cost. Issues outside the agreed scope are handled as a change request.

If I don't hear from you within the acceptance period, the work is treated as accepted and the final invoice becomes due.

Intellectual property

On receipt of full payment, intellectual property in the deliverables built specifically for you (bespoke code, designs, documentation produced for the project) is assigned to you.

I retain ownership of:

Pre-existing tools, libraries, and code snippets I already had before the project. Where these are embedded in your deliverables, you receive a perpetual, royalty-free, non-exclusive licence to use them as part of those deliverables.
Generic methodologies, know-how, and skills developed in the course of the work.

Third-party software, libraries, fonts, and services included in the deliverables remain subject to their own licences, which I'll make you aware of where relevant.

Until full payment is received, ownership of the deliverables remains with me, and I may suspend or revoke access to them.

I'd like to be able to refer to completed projects on this site, in my portfolio, and in conversations with prospective clients. Where this would be sensitive, you can opt out by telling me in writing, and I'll respect that.

Confidentiality

I treat information you share with me in the course of the work as confidential. I won't disclose it to third parties without your permission, except where I am legally required to do so or where disclosure is necessary to provide the service (for example, to data processors handling information on my behalf, who are themselves under confidentiality obligations).

In return, you agree to treat my pricing, methods, and any non-public information about my business with the same level of confidentiality.

These obligations continue for 3 years after the end of the engagement.

Data protection

How I handle personal information is set out in my privacy policy.

Where I process personal data on your behalf as part of a project (for example, data flowing through a system I've built for you), I'll enter into a data processing agreement with you setting out the terms of that processing, as required by UK GDPR Article 28.

Warranties and disclaimers

I warrant that:

Work will be carried out with reasonable care and skill, in line with current good practice.
The deliverables will materially match the agreed scope at the time of handover.
I will own or have the right to assign the intellectual property I hand over.

Software inevitably contains defects. Beyond the warranties above, I don't guarantee that deliverables will be entirely error-free or uninterrupted, particularly where they depend on third-party platforms, services, or networks.

Any warranties or conditions not expressly set out in these terms are excluded to the maximum extent permitted by law.

Limitation of liability

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence and for fraud or fraudulent misrepresentation.

Subject to that:

I am not liable for indirect, incidental, consequential, or special losses, including loss of profits, revenue, business opportunity, goodwill, or data.
My total liability to you in connection with a project is limited to the total fees paid to me by you for that project in the 12 months preceding the event giving rise to the claim.

You're responsible for keeping your own backups of any data you hold in systems I operate or maintain.

Termination

Either party may terminate an engagement with written notice if the other:

Materially breaches these terms and fails to remedy the breach within 30 days of being notified in writing, or
Becomes insolvent or otherwise unable to meet its obligations.

On termination:

All outstanding invoices fall due immediately.
I'll hand over completed work and any client materials in my possession.
The Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law clauses survive termination.

Website use

This website is provided as-is, free of charge, for information only. I make no warranty that it will be available, error-free, or uninterrupted, and you use it at your own discretion.

You agree not to use this website to attempt to access systems you have no right to access, to introduce malicious code, or to do anything that disrupts the site or its users.

I may change, suspend, or withdraw any part of this website at any time without notice.

Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including (without limitation) power or internet failures, acts of god, severe weather, war, civil unrest, pandemic, strike, or government action. Where such an event affects an engagement, I'll work with you to agree a reasonable revised timeline.

General

These terms, together with the project proposal where applicable, form the entire agreement between you and me.
If any provision of these terms is found to be unenforceable, the remaining provisions continue in effect.
Neither party may assign or transfer rights or obligations under these terms without the other's written consent, except that I may use sub-contractors where necessary to deliver the work.
A failure or delay in enforcing a right under these terms is not a waiver of that right.
Notices must be in writing and sent to the address or email shown on the most recent invoice or proposal.
These terms do not create any rights for third parties under the Contracts (Rights of Third Parties) Act 1999.

Governing law

These terms are governed by the laws of England and Wales. Any dispute arising under them is subject to the exclusive jurisdiction of the courts of England and Wales.

Last updated: 12 May 2026