Terms of business

I am Rafael Aslanian, a sole trader established in England, trading from 222 Worple Road, London SW20 8RH, United Kingdom. In these terms "I", "me" and "my" mean that person, and "you" means the business taking the services.

You can reach me through the contact form on this site. Formal notices under these terms must be sent in writing to the trading address above or to the email address on your invoice.

I supply these services to businesses only. By accepting these terms you confirm that you are acting for purposes relating to your trade, business, craft or profession, and not as a consumer.

This matters. Consumer contracts carry statutory rights that do not apply here, including the 14-day cancellation right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. If you are buying as a consumer, tell me before you pay and I will either decline the work or issue separate consumer terms.

Before project work starts, I give you a written specification: what the work does, what it deliberately does not do, and what the first milestone is. That specification, once you approve it in writing, defines the scope. Anything outside it is new work and is quoted separately.

I will perform the services with reasonable care and skill. Where I estimate a timescale, I will use reasonable efforts to meet it, but time is not of the essence unless we have agreed a specific date in writing and described it as a deadline.

Projects stall on inputs far more often than on code. You agree to give me, without undue delay, the content, access, credentials, approvals and decisions the work depends on.

You are responsible for the accuracy and lawfulness of anything you supply, and you confirm you have the rights to it. If a delay on your side pushes the work back, the timescale moves accordingly, and I may re-quote if the delay is substantial.

Fees are as set out in your quote. Project fees are usually invoiced in milestones, with the first payable before work begins. Subscription fees are handled under section 6.

Fees are stated exclusive of VAT. VAT is not currently charged. If I become VAT registered, VAT will be added to fees from that date and shown separately on every invoice.

Invoices are payable within 14 days of the invoice date unless the quote says otherwise. If an invoice goes unpaid past its due date I may suspend work and withhold deliverables until it is settled, and I may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

Maintenance is sold as a recurring subscription, billed in advance through Stripe on the cycle stated at checkout. Your first payment is taken when you subscribe, and each renewal is taken automatically on the same day of the following cycle.

By subscribing you authorise me to charge your saved payment method for each renewal until you cancel. Payment card details are handled by Stripe and are never stored by me.

What the subscription covers is set out in your quote. Unless stated otherwise it covers keeping what I built running and up to date. It does not cover new features, redesigns, or work on systems I did not build, all of which are quoted separately.

I may change subscription pricing. If I do, I will give you at least 30 days' written notice before the change takes effect. You may cancel before then under section 7 if you do not want to continue at the new price.

You can cancel at any time. Email me, or use the cancellation link in any subscription email. The cancellation takes effect at the end of the billing period you have already paid for.

You keep the service until that period ends. There is no cancellation fee and no minimum term. Payments already taken for the current period are not refunded, because the service for that period has been made available to you.

I would rather you told me why. If something is not working, say so before you cancel and I will try to fix it.

I may cancel a subscription by giving you 30 days' written notice, or immediately if you fail to pay, or if you use the services unlawfully.

The standard engagement delivers a working product, deployed and running under your control. It does not transfer ownership of the source code.

I retain all intellectual property rights in the source code, and in any tools, libraries and components I already owned or developed generally. On full payment of all sums due, I grant you a perpetual, non-exclusive, worldwide licence to use, run and have hosted the delivered product for your own business purposes.

Transfer of the source code itself is available and is quoted separately. Where you buy it, the rights transferring and the price will be set out in that written agreement, and the transfer takes effect only on payment in full.

You own the content, trade marks, logos and data you supply. Nothing here transfers those to me. I may describe the work and show it in my portfolio unless you tell me in writing that you would rather I did not.

The work usually depends on services run by other people: hosting, payment processing, domain registration, content delivery, email delivery and similar. Those services are supplied under their own terms and priced separately from my fees. Unless we agree otherwise, they are billed to your accounts, in your name.

I am not responsible for the acts, outages, pricing or terms of those providers.

I warrant that I will perform the services with reasonable care and skill, and that the work will not knowingly infringe anyone else's intellectual property rights.

Beyond that, and to the fullest extent the law allows, all other terms, conditions and warranties implied by statute or common law are excluded. In particular I do not warrant that any software will be free of defects, that it will run uninterrupted, or that it will be secure against every attack.

If a defect in my work appears within 30 days of a deliverable being accepted, tell me and I will fix it at no charge. That is your exclusive remedy for defective work.

Nothing in these terms limits or excludes my liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited. Read the rest of this section as subject to that.

I am not liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of or damage to data, or any indirect or consequential loss, however it arises.

My total liability arising out of or in connection with the services, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees you paid me in the 12 months immediately before the event giving rise to the claim.

You are responsible for keeping your own backups of your data. I keep backups where a project calls for it, but they are a convenience and not a guarantee.

Each of us may learn confidential information about the other. Both of us agree to keep it confidential and to use it only for the purpose of the engagement. Both of us also agree not to disclose it except to people who need it and are under equivalent obligations, or where the law requires disclosure.

This does not apply to information that is already public, that we already held, or that we develop independently.

Where I process personal data on your behalf while delivering the services, you are the controller and I am the processor. I will process it only on your documented instructions, keep it secure, and help you meet your obligations under the UK GDPR and the Data Protection Act 2018.

For personal data I collect through this website, I am the controller. How that works is set out in the privacy notice.

Either of us may end a project engagement by giving 30 days' written notice. Either of us may end it immediately if the other commits a material breach that is not put right within 14 days of being asked in writing, or becomes insolvent.

On termination you must pay for all work done up to that date and for any third-party costs I have committed on your behalf. Sections that by their nature should survive termination will do so, including intellectual property, liability, confidentiality and governing law.

I may not be held in breach for failure or delay caused by events beyond my reasonable control.

If any provision is found unenforceable, the rest continues in force. A failure to enforce a term is not a waiver of it. Neither of us may assign the agreement without the other's written consent, which will not be unreasonably withheld.

Nothing here creates a partnership, joint venture or employment relationship between us. A person who is not party to the agreement has no rights under the Contracts (Rights of Third Parties) Act 1999.

These terms, together with your written quote and specification, form the entire agreement between us and replace anything discussed beforehand.

I may update these terms. The version that applies to your engagement is the one in force when you accepted the quote. Changes affecting an active subscription take effect on 30 days' written notice.

These terms and any dispute arising out of them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.