GENERAL TERMS AND CONDITIONS OF BUSINESS

Vendron Programming Services

1. PARTIES

   1.1 These Terms and Conditions ("Terms") constitute a legally binding agreement between:

   • The Freelance Programmer ("VENDRON"), an independent contractor based in London, England;
   • The client engaging VENDRON's services ("Client").

   1.2 Both parties agree to be bound by these Terms upon the Client's written acceptance of a proposal, quotation, or statement of work provided by VENDRON.

2. SERVICES

   2.1 VENDRON shall provide programming and related services as specifically detailed in a written Statement of Work, Proposal, or other written agreement (collectively, the "Services").

   2.2 Any Services not expressly included in the agreed document(s) shall be considered outside the scope of the agreement and may be subject to additional fees.

   2.3 VENDRON reserves the right to subcontract portions of the Services with prior written notice to the Client, but shall remain responsible for the delivery and quality of all Services.

3. PAYMENT TERMS

   3.1 Fees for Services shall be as specified in the agreed proposal or statement of work.

   3.2 Unless otherwise agreed in writing:

   • For projects exceeding £1,000, VENDRON requires a 50% non-refundable deposit before commencing work, with the balance due upon completion.
   • For projects under £1,000, full payment may be required in advance.
   • For ongoing services, payment shall be made monthly in advance.

   3.3 All invoices are due within 14 days of issue. Late payments will incur interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

   3.4 Payment shall be made in Pounds Sterling (GBP) unless otherwise agreed.

   3.5 The Client shall reimburse VENDRON for reasonable expenses incurred in connection with providing the Services, provided such expenses are pre-approved in writing.

4. DELIVERY AND ACCEPTANCE

   4.1 VENDRON shall use reasonable efforts to meet any agreed deadlines but does not guarantee specific delivery dates unless expressly stated as "time of the essence" in the written agreement.

   4.2 Upon delivery of completed Services or milestones, the Client shall have 7 calendar days ("Acceptance Period") to inspect and test the deliverables.

   4.3 If the Client does not report any material defects in writing during the Acceptance Period, the Services shall be deemed accepted.

   4.4 If material defects are reported during the Acceptance Period, VENDRON shall remedy such defects within a reasonable timeframe.

5. INTELLECTUAL PROPERTY RIGHTS

   5.1 Upon receipt of full payment for the Services, VENDRON assigns to the Client all intellectual property rights in the bespoke deliverables specifically created for the Client as part of the Services.

   5.2 VENDRON retains all intellectual property rights in:

   • Pre-existing materials, tools, methodologies, and components;
   • Generic programming techniques, frameworks, methods, processes, and know how;
   • Any materials developed independently or for other clients.

   5.3 VENDRON grants the Client a non-exclusive, perpetual license to use any of VENDRON's pre-existing materials incorporated into the deliverables.

   5.4 The Client warrants that any materials provided to VENDRON do not infringe upon third-party intellectual property rights.

   5.5 Where open-source software or third-party components are used, those elements shall be subject to their respective licenses.

6. CONFIDENTIALITY

   6.1 Each party shall maintain the confidentiality of all proprietary or confidential information disclosed by the other party, including business plans, technical specifications, financial information, and other sensitive data ("Confidential Information").

   6.2 Confidential Information shall not include information that:

   • Is or becomes publicly known through no fault of the receiving party;
   • Was known to the receiving party prior to disclosure;
   • Is rightfully obtained by the receiving party from a third party without restriction;
   • Is independently developed by the receiving party without reference to Confidential Information.

   6.3 The confidentiality obligations shall survive termination of the agreement for a period of 3 years.

   6.4 Both parties agree not to make false, misleading, or disparaging statements about the other party, its business, or personnel. Any defamatory or disparaging remarks shall be grounds for immediate legal action by the aggrieved party.

   6.5 Financial terms, such as fees and payment schedules—are deemed Confidential Information and must not be disclosed without prior written consent, unless required by law or court order.

   6.6 A breach of this Section 6.3 shall be considered a material breach of these Terms, entitling the non-breaching party to seek termination and any other remedies available under law.

7. DATA PROTECTION

   7.1 Both parties shall comply with all applicable data protection and privacy laws, including the UK Data Protection Act 2018 and the UK GDPR.

   7.2 Where VENDRON processes personal data on behalf of the Client, the parties shall enter into a separate Data Processing Agreement.

   7.3 The Client warrants that it has all necessary rights, consents, and permissions to provide any personal data to VENDRON for the purpose of providing the services.

8. WARRANTIES AND LIMITATIONS

   8.1 VENDRON warrants that:

   • The Services will be performed with reasonable skill and care;
   • Deliverables will substantially conform to the agreed specifications for a period of 30 days following acceptance.

   8.2 Except as expressly stated in these Terms, all warranties, conditions, and other terms implied by statute or common law are excluded to the maximum extent permitted by law.

   8.3 VENDRON's total liability in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Client for the Services.

   8.4 Neither party shall be liable for any indirect, consequential, or special damages, including loss of profits, revenue, data, or business opportunities.

   8.5 Nothing in these Terms shall limit either party's liability for fraud, death, or personal injury caused by negligence.

9. TERMINATION

   9.1 Either party may terminate the agreement with immediate effect by written notice if the other party:

   • Commits a material breach of these Terms which is not remedied within 14 days of written notice;
   • Becomes insolvent, enters into administration, or is unable to pay its debts.

   9.2 The Client may terminate the agreement at any time by providing 14 days written notice and paying for:

   • All Services completed up to the termination date;
   • Any non-cancellable commitments made by VENDRON;
   • A cancellation fee equal to 20% of the remaining contract value.

   9.3 VENDRON may terminate the agreement by providing 30 days' written notice.

   9.4 Upon termination, VENDRON shall deliver all completed work for which payment has been received.

10. FORCE MAJEURE

    10.1 Neither party shall be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, labour disputes, and internet service provider failures.

11. NON-SOLICITATION

    11.1 During the term of the agreement and for 12 months thereafter, the Client shall not, without prior written consent, directly or indirectly solicit or entice away any personnel, contractors, or subcontractors of VENDRON with whom the Client had contact in connection with the Services.

12. GENERAL PROVISIONS

    12.1 Independent Contractor: VENDRON is an independent contractor and not an employee, agent, or partner of the Client.

    12.2 Assignment: Neither party may assign its rights or obligations under these terms without the prior written consent of the other party.

    12.3 Notices: All notices must be in writing and delivered by email (with confirmation of receipt), registered mail, or courier to the addresses specified in the agreement.

    12.4 Amendments: Any amendments to these Terms must be in writing and signed by both parties.

    12.5 Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision.

    12.6 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in effect.

    12.7 Entire Agreement: These Terms, together with any proposal, statement of work, or other written agreement, constitute the entire agreement between the parties relating to the Services.

13. GOVERNING LAW AND JURISDICTION

    13.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.

    13.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

14. DISPUTE RESOLUTION

    14.1 The parties shall attempt to resolve any dispute arising out of or relating to these Terms through good faith negotiations.

    14.2 If negotiations fail to resolve the dispute within 30 days, either party may initiate mediation through an independent mediator agreed upon by both parties.

    14.3 If mediation is unsuccessful, the parties may pursue legal remedies through the courts as specified in Section 13

15. PRIVACY

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