These Terms of Trade apply to all services supplied by Ross Business Systems unless otherwise agreed in writing.
By accepting a quotation, proposal or statement of work from Ross Business Systems, by instructing work to begin, or by paying any deposit or invoice, the client agrees to these Terms.
1. About Ross Business Systems
Ross Business Systems provides digital and technical services including software development, website development, automation, systems integration, consultancy, support and related services.
2. Contract formation
A contract is formed when the client accepts a quotation, proposal or statement of work in writing, instructs work to begin, pays a deposit, or otherwise indicates acceptance by conduct.
These Terms take priority over any purchasing or standard terms supplied by the client unless Ross Business Systems expressly agrees otherwise in writing.
Where there is any conflict between contract documents, the order of precedence is:
- the quotation, proposal or statement of work
- any applicable service schedule
- these Terms of Trade
3. Scope of services
The exact services, deliverables, assumptions, exclusions, fees and timetable for each project will be set out in the relevant quotation, proposal or statement of work.
Unless expressly included, services do not include:
- ongoing support or maintenance after delivery
- hosting, domain registration or third-party subscriptions
- data migration beyond agreed scope
- legal, regulatory or compliance advice
- penetration testing, managed security or disaster recovery services
- content creation outside agreed scope
4. Client responsibilities
The client must:
- provide accurate information, instructions and approvals in a timely manner
- provide access to systems, accounts, content and relevant personnel as needed
- ensure it has the right to use and supply any materials, data, content or credentials provided to Ross Business Systems
- appoint a suitable point of contact with authority to make decisions
- maintain its own backups unless the proposal states otherwise
- comply with applicable law in relation to its business, content and use of the deliverables
Any delay caused by missing information, approvals or client dependencies may extend delivery dates and may result in additional charges.
5. Fees and payment
Fees and payment terms are set out in the quotation, proposal or statement of work.
Unless otherwise stated:
- all fees are exclusive of VAT
- invoices are payable within 14 days of invoice date
- agreed expenses are chargeable in addition
- overdue sums may result in suspension of work or services
Ross Business Systems reserves the right to charge interest and debt recovery costs on late payments to the extent permitted by law and the contract.
6. Deposits and staged payments
Project work may require an upfront deposit and may be invoiced in stages linked to milestones, time spent, delivery events or monthly progress, depending on the agreed commercial model.
Ross Business Systems is not required to begin the next phase of work until due payments have been received.
7. Changes to scope
Any change to scope, features, integrations, deliverables, timeline or assumptions must be agreed in writing.
Work outside the agreed scope is chargeable.
A requested change may affect cost, timeline, technical approach or delivery sequence.
8. Delivery and timescales
Delivery dates are estimates unless expressly agreed otherwise in writing.
Ross Business Systems will use reasonable endeavours to meet agreed timescales but is not liable for delays caused by client delays, third-party service issues, dependency failures, changes to scope, or events outside reasonable control.
Work may be delivered in stages, releases or partial instalments.
9. Acceptance
Where acceptance criteria are agreed, the client must review and test the relevant deliverables within the period stated in the proposal, or within 5 working days if no other period is stated.
A deliverable will be treated as accepted if:
- the client confirms acceptance
- the client uses it in live operation other than for reasonable testing
- the client does not reject it in writing within the review period with reasonably detailed reasons based on the agreed acceptance criteria
Minor defects or non-material issues do not prevent acceptance.
10. Intellectual property
Each party keeps ownership of its pre-existing intellectual property.
Ross Business Systems retains ownership of its methods, tools, templates, frameworks, libraries, reusable code, know-how and generic components.
Unless otherwise agreed in writing, and subject to full payment of all fees, the client receives a non-exclusive licence to use the deliverables created for it for its internal business purposes.
Any transfer of ownership in bespoke deliverables must be expressly stated in the relevant quotation, proposal or statement of work and does not include Ross Business Systems background intellectual property or third-party materials.
11. Third-party services
Solutions may rely on third-party services such as hosting providers, SaaS platforms, APIs, plug-ins, libraries, domain providers or other software.
Those services are subject to their own terms, pricing, licensing and availability.
Ross Business Systems is not responsible for outages, changes, restrictions, discontinuation or failures caused by third-party services outside its control.
12. Warranties
Ross Business Systems will provide services with reasonable care and skill.
Unless otherwise agreed, deliverables are warranted for 30 days after acceptance to materially conform to the agreed specification.
If a qualifying defect is identified within that period, Ross Business Systems may, at its option:
- correct the defect
- provide a workaround
- re-perform the affected part of the services
This warranty does not apply to issues caused by misuse, unauthorised changes, use outside the agreed environment, inaccurate client materials or third-party systems outside Ross Business Systems' control.
13. Liability
Nothing in these Terms excludes liability where it cannot lawfully be excluded.
Subject to that, Ross Business Systems is not liable for:
- loss of profit
- loss of revenue
- loss of business
- loss of goodwill
- loss of anticipated savings
- loss or corruption of data
- indirect or consequential loss
Subject to applicable law, total liability arising out of the contract will not exceed the total fees paid or payable under the relevant contract.
14. Data protection and confidentiality
Each party must comply with applicable data protection law in relation to any personal data handled under the contract.
Where Ross Business Systems processes personal data on the client's behalf, the parties may enter into additional data processing terms where required.
Each party must keep the other's confidential information confidential and use it only for the purposes of the contract, except where disclosure is required by law or the information is already public through no breach.
If the client materially breaches confidentiality by unauthorised disclosure of Ross Business Systems confidential information, the client must pay an incident-response charge of £750 for each distinct breach. This represents a reasonable estimate of the minimum internal cost of investigating, containing and managing the breach and does not limit Ross Business Systems right to seek injunctive relief or recover additional direct loss or remediation cost, provided there is no double recovery.
15. Security and backups
Ross Business Systems will maintain reasonable technical and organisational measures appropriate to the services provided.
Unless expressly agreed otherwise:
- the client is responsible for user accounts, passwords and access controls in its own systems
- the client is responsible for backing up and retaining its own data
- Ross Business Systems does not guarantee that services or deliverables will be free from all vulnerabilities, downtime or security incidents
16. Recording of sessions
Ross Business Systems may record meetings, workshops, support calls, training sessions, demonstrations, handovers and screen-sharing sessions relating to the services for legitimate business purposes including service delivery, quality assurance, training, security, note-taking, audit, evidential record-keeping and dispute resolution.
Where reasonably practicable, participants will be notified at or before the start of a recorded session.
The client must ensure that its personnel attending such sessions are aware that recording may take place.
Recordings will be treated as confidential and, where applicable, handled in accordance with the contract's confidentiality and data protection provisions.
The client must not record sessions with Ross Business Systems personnel without prior notice.
17. Suspension
Ross Business Systems may suspend services or work if:
- invoices remain unpaid
- the client materially breaches the contract
- continuing would create legal, operational or security risk
- required third-party services are unavailable because of client action or omission
Suspension does not remove the client's obligation to pay sums already due.
18. Termination
Either party may terminate the contract for material breach if that breach is not remedied within 14 days of written notice, or immediately where the breach cannot be remedied.
Either party may also terminate ongoing support, retainers or recurring services on the notice period stated in the quotation, proposal or statement of work, or 30 days if no other period is stated.
On termination, the client must pay for all work completed, time incurred and committed costs up to the termination date.
Any post-termination transition, export, handover or migration assistance is chargeable unless expressly included.
19. Portfolio use
Unless otherwise agreed, Ross Business Systems may identify the client by name and logo in its portfolio, credentials and website, provided no confidential information is disclosed.
Detailed case studies require client approval.
20. General
Ross Business Systems may subcontract parts of the services but remains responsible for delivery of subcontracted obligations.
No variation is effective unless agreed in writing.
If any provision is unenforceable, the remainder of the contract remains in effect.
21. Governing law
These Terms and any contract incorporating them are governed by the law of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.
Commercial note
All project work is provided subject to agreed scope, commercial terms and these Terms of Trade. Ongoing support, maintenance, hosting and third-party subscription costs are excluded unless expressly included.
Contact
For legal questions, email dan.ross@rossbusinesssystems.com.