Terms of Service | Webhooks

1. Introduction

These Terms of Service ("Terms") govern your use of services provided by Webhooks Ltd ("we", "us", "our"), a company registered in England and Wales under company number 16791194.

By engaging our services or using our website, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

2. Services

We provide professional software development and IT consulting services, including but not limited to:

• Custom software development
• Azure cloud solutions and architecture
• Web application development
• API development and integration
• Technical consulting and CTO services
• DevOps and infrastructure as code

Specific services will be detailed in individual project agreements or statements of work.

3. Engagement and Project Scope

3.1 Project Agreements

All projects will be governed by a written agreement or statement of work that outlines:

• Project scope and deliverables
• Timeline and milestones
• Payment terms and pricing
• Acceptance criteria
• Any specific terms applicable to the project

3.2 Changes to Scope

Any changes to the agreed project scope must be documented in writing and may result in adjustments to pricing and timelines. We will provide estimates for scope changes before proceeding with the work.

4. Payment Terms

4.1 Fixed-Price Projects

For fixed-price projects, payment terms will be specified in the project agreement. Typical arrangements include:

• Deposit payment upon project commencement
• Milestone payments based on deliverable completion
• Final payment upon project completion and acceptance

4.2 Payment Due Dates

Unless otherwise specified, invoices are payable within 14 days of the invoice date. Late payments may incur interest charges at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.3 Expenses

Unless otherwise agreed, third-party costs (such as cloud hosting fees, licenses, or other services) will be billed separately at cost plus a reasonable administration fee.

5. Intellectual Property

5.1 Work Product Ownership

Intellectual property ownership will be specified in each project agreement. Unless otherwise agreed in writing:

• We retain ownership of all intellectual property rights in the work product we create ("Deliverables")
• Upon full payment, we grant you a perpetual, exclusive, worldwide license to use, modify, and distribute the Deliverables for your business purposes
• We retain ownership of any pre-existing intellectual property, tools, libraries, frameworks, or reusable components
• We may reuse general-purpose components, design patterns, and technical approaches across multiple projects
• Full IP transfer to you is available upon request, typically at a premium pricing tier as specified in the project agreement

5.2 Portfolio Use

Unless otherwise agreed in writing, we reserve the right to:

• Include the project in our portfolio
• Use the project as a case study (anonymized if requested)
• Describe the general nature of the work performed

We will respect any confidentiality requirements and obtain your permission before publicly identifying you as a client.

6. Confidentiality

Both parties agree to maintain confidentiality of any proprietary information disclosed during the course of the engagement. This obligation:

• Survives termination of the engagement
• Does not apply to information that is publicly available or independently developed
• Requires written consent before disclosure to third parties

7. Warranties and Representations

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care in accordance with industry standards
• We have the right to provide the services
• The Deliverables will not infringe third-party intellectual property rights to the best of our knowledge

7.2 Warranty Period

We will correct any defects in the Deliverables reported within 30 days of delivery at no additional charge, provided the defects are due to our workmanship and not to:

• Modifications made by you or third parties
• Use of the Deliverables in a manner not contemplated by the project specifications
• Third-party software or services beyond our control

7.3 Disclaimer

Except as expressly stated in these Terms, we provide services "as is" without any other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

8. Limitation of Liability

8.1 Liability Cap

Our total liability arising from or in connection with these Terms or any project will not exceed the total fees paid by you for the specific project giving rise to the claim.

8.2 Excluded Damages

We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including:

• Loss of profits or revenue
• Loss of data or business opportunities
• Business interruption
• Cost of substitute services

8.3 Time Limit for Claims

Any claim arising from or related to our services must be brought within 12 months of the date you discovered (or reasonably should have discovered) the issue giving rise to the claim. Claims brought after this period will be time-barred.

8.4 Duty to Mitigate

You agree to take all reasonable steps to mitigate any losses or damages arising from our services. We will not be liable for any losses that could have been avoided or reduced through reasonable mitigation efforts.

8.5 Exceptions

Nothing in these Terms limits our liability for:

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

9. Termination

9.1 Termination for Convenience

Either party may terminate a project engagement with 14 days' written notice. Upon termination:

• You will pay for all work completed up to the termination date
• We will deliver all work product completed to date
• Any deposits or prepayments will be reconciled against work performed

9.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to remedy within 14 days of written notice
• Becomes insolvent or enters bankruptcy proceedings
• Ceases business operations

10. Data Protection

We will process personal data in accordance with our Privacy Policy and applicable data protection laws. As part of our services, we may act as a data processor on your behalf, in which case:

• We will process data only on your documented instructions
• We will implement appropriate security measures
• We will assist with data subject requests and regulatory compliance

A separate Data Processing Agreement may be executed if required for your compliance obligations.

11. Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including:

• Natural disasters
• Pandemics or public health emergencies
• War or civil unrest
• Government actions or regulations
• Telecommunications or internet failures
• Third-party service provider failures

12. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses (including reasonable legal fees) arising from:

• Your use of the Deliverables
• Content you provide for inclusion in the Deliverables
• Your breach of these Terms
• Your violation of any third-party rights

13. General Terms

13.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

13.2 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger or sale of assets.

13.3 Entire Agreement

These Terms, together with any project-specific agreements, constitute the entire agreement between the parties and supersede all prior communications and agreements.

13.4 Amendments

We may update these Terms from time to time. Material changes will be communicated to active clients. Continued use of our services after changes take effect constitutes acceptance of the updated Terms.

13.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.6 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

14. Contact Information