Terms and conditions

Last updated 22 September 2026

1. Parties and how to read these terms

These terms and conditions are issued by NEUVEX LTD, whose correspondence address is Unit 82a James Carter Road, Mildenhall, Bury St. Edmunds, IP28 7DE, United Kingdom, and whose email is info@neuvex.live and whose telephone number is +44 7781 492018. The website is https://neuvex.live. In these terms, “NEUVEX”, “we”, and “us” mean NEUVEX LTD. “You” and “the client” mean the organisation or the person that enters a contract with us for services. If you are an individual contracting in the course of a business, you are the client. These terms are written for business-to-business engagements. They are not offered as a consumer contract for household software.

These terms govern paid or formally agreed work: custom software programming, computer systems design, IT consulting and advisory, enterprise software engineering, software architecture design, technical and scientific consulting, custom web and mobile app development, API and systems integration, legacy system modernization, cloud solutions and migration, dedicated development teams, and software maintenance and support, and any related work that a statement of work describes. They do not, by themselves, govern casual reading of the website. Website use is covered by the terms of service. Personal data on the website is covered by the privacy policy. Device storage is covered by the cookie policy. If a statement of work says something different from these terms about scope, price, timetable, or a special liability cap, the statement of work prevails for that engagement on that point. These terms prevail on everything the statement of work does not change.

A heading is only a heading. It does not limit the clause under it. Words in the singular include the plural and the other way round. A reference to writing includes email. A reference to a statute includes that statute as amended. “Including” means including without limitation. A person includes a corporate body. If we say we “may” do something, we are not obliged to do it. If we say a party “shall”, that party is obliged.

2. Definitions

“Statement of work” means a document, or a set of documents, that both parties agree identifies the client, the services, the deliverables if any, the assumptions, the fees or the charging method, and any timetable. It may be an email chain that both sides confirm, provided the confirmation is clear. A brochure page on the website is not a statement of work.

“Deliverable” means an item the statement of work says we will produce, such as source code, a design note, a written advisory memorandum, a configured environment, or a release of software. A conversation is not a deliverable unless the statement of work says the output is a written record of that conversation.

“Client materials” means information, access, systems, data, credentials, copy, and instructions that you provide, or that a third party provides on your behalf, so that we can perform the services. “Our materials” means methods, patterns, tools, and generic components that we owned before the engagement or that we develop independently of your confidential information. “Developed software” means software written specifically for you under the statement of work, excluding our materials, third-party software, and open-source components.

“Acceptance” means the point at which a deliverable is treated as accepted under clause 8. “Fees” means the charges in the statement of work, whether a fixed sum, a rate for time, or a combination. “Confidential information” is defined in clause 12. “Working day” means a day other than a Saturday, a Sunday, or a public holiday in England.

“Services” means the work described in the statement of work, read with the schedule to these terms that matches the kind of work, where that schedule is not inconsistent with the statement of work. The schedules explain how particular kinds of work are usually framed. They do not add a deliverable that the statement of work does not contain.

3. How a contract is formed

A contract is formed when you and we agree a statement of work in writing, or when you accept a written proposal that says these terms apply and you instruct us to start, and we start or confirm. A telephone call, a meeting, or a message that says “let’s talk” does not form a contract. The thank-you page on the website does not form a contract. An estimate given in conversation is not a fee unless it is repeated in the statement of work.

We are free to decline work. Nothing on the website obliges us to accept an enquiry. If we begin exploratory discussion without a statement of work, either party may stop that discussion without liability, except that confidential information already shared stays confidential, and except that if we have agreed a paid discovery piece, that piece is itself a small statement of work and is payable.

Each contract is separate. A later engagement does not reopen an earlier one unless the later statement of work says so. These terms apply to each contract formed while this version is the version we have offered. If we publish a later version of these terms, it applies to contracts formed after publication. It does not rewrite a contract already formed, unless both parties agree in writing to adopt it.

4. Proposals and statements of work

A proposal sets out our understanding of what you want, the approach we suggest, what we need from you, and how we propose to charge. It is an offer only if it says it is an offer, it refers to these terms, and it states how long it remains open. If it is silent on duration, it lapses after twenty working days. You accept it by a written confirmation that is not conditional on a new material term. A reply that changes scope or price is a counter-offer, not an acceptance.

The statement of work should be specific enough that a person who was not in the meeting can tell what is in scope. Where the work is advisory, the deliverable is usually a written view, and the statement of work should say what question the view answers. Where the work is software, the statement of work should say what behaviour is to be built, what systems it must meet, and what is expressly out of scope. Vague phrases such as “and anything else required” do not enlarge scope. If both parties want flexibility, the statement of work should say that change will be handled under clause 7 and how the additional work will be charged.

Assumptions in the statement of work are part of the contract. If an assumption proves false, for example that an existing system has a documented interface and it does not, we will tell you, and the timetable and the fees may be adjusted under clause 7. We are not obliged to absorb unlimited extra work in order to keep a fixed fee when an assumption has failed.

5. Performance

We shall perform the services with reasonable care and skill. That duty is the duty of a competent IT engineering and consulting practice, judged against the statement of work and the information we actually had. It is not a duty to produce a particular business outcome, such as a level of revenue, a reduction in cost, or a regulatory approval, unless the statement of work states that outcome as a commitment and states how it will be measured. We do not give such commitments on this website, and we will not give them in a statement of work unless both sides understand the measurement.

We shall use reasonable efforts to meet any dates in the statement of work. Dates are estimates unless the statement of work says a date is a firm commitment and states the consequence of missing it. Time is not of the essence unless the statement of work says so in those words. If you delay access, decisions, or materials, dates move by at least the length of the delay, and by any further time that is a reasonable consequence of the delay.

We may perform the services from the Mildenhall address or remotely, unless the statement of work requires attendance at a place. Travel, if agreed, is charged as the statement of work describes, or if it is silent, as a reasonable cost incurred with your prior approval. We do not promise that a named individual will perform the work unless the statement of work names that individual as a key person. People may change. We shall keep the work staffed with people who are competent for it.

We may use subcontractors for parts of the work. We remain responsible to you for the services. A subcontractor does not become your supplier merely because we used them, unless the statement of work says you will contract with them directly, for example for a cloud account in your name. We shall ensure a subcontractor is bound by confidentiality obligations no less protective than clause 12 in respect of your confidential information.

6. What you must do

You shall provide, on time, the client materials, the access, and the decisions the statement of work requires. You shall ensure that the information you give is accurate in all material respects, and you shall correct it when you learn it is not. You shall name a person who can answer questions and accept or reject deliverables. If that person is unavailable, you shall name another. Silence from the named person is not a decision, except where clause 8 says that a period of silence counts as acceptance.

You shall obtain and maintain the licences, accounts, and consents on your side that the work needs. If the software must run in your cloud account, that account is yours. If the work depends on a vendor you already pay, you shall keep that vendor relationship in good standing or tell us promptly that you cannot. You shall not give us credentials with broader privilege than the task requires, and you shall revoke credentials when the task no longer needs them. You shall back up your systems before we are given write access, unless the statement of work says we will arrange a particular back-up and you have agreed the method.

You are responsible for the lawfulness of client materials and of the personal data you ask us to handle. You shall not instruct us to build a feature whose purpose is unlawful. If we reasonably believe an instruction would put us in breach of the law, we may suspend that part of the work until the instruction is changed, and we will explain why in writing. That suspension is not a breach by us.

You shall co-operate in testing. Software that has not been exercised against realistic cases will not show its faults. If you decline to take part in the acceptance activity the statement of work describes, clause 8 still applies, and you shall not later treat the absence of your own testing as a defect in our performance.

7. Change

Either party may propose a change to scope, timetable, or fees. A change is agreed only when both parties confirm it in writing, including a description of what changes and any effect on fees and dates. Until that confirmation, we continue the existing statement of work, and we are not obliged to carry out the proposed change. If you instruct us, in writing, to proceed with a change before the fee is agreed, and we agree to proceed, the additional work is charged on a time basis at the rates in the statement of work, or if no rate is stated, at a reasonable rate we will tell you before we continue past one working day of such work.

A change includes a new environment, a new integration, a new user role, a new report, a new advisory question, and a material change to a rule we had already implemented. It also includes a request to support a browser, a device, or a third-party version that was not identified in the statement of work. Cosmetic preferences that do not change behaviour and that are raised before acceptance may be accommodated within reason. We will say if a preference is large enough to be a change.

If a change reduces scope, fees already earned for work done are still payable. Fees for work not yet done are reduced only as the written change states. We are not obliged to reduce a fixed fee merely because you later decide a deliverable is less important, if we have already staffed the work.

8. Acceptance

Where the statement of work identifies deliverables, we shall make each deliverable available to you and say that it is ready for acceptance. You shall then have ten working days, or any other period the statement of work states, to accept it or to reject it with written reasons that refer to the statement of work. A reason is valid if the deliverable does not meet a requirement that was actually written down, or if it has a defect that prevents the agreed behaviour. A preference that was not a requirement is not a ground for rejection. A defect in client materials, or a failure of a third-party system we do not control, is not a ground for rejection of our deliverable.

If you do not accept or reject within the period, the deliverable is deemed accepted. If you reject it with valid reasons, we shall correct the failure and resubmit, and the period runs again for the corrected parts. If you put a deliverable into live use, it is accepted. Acceptance does not hide a defect that could not reasonably have been found in the acceptance period. That kind of defect is handled as a warranty item under clause 14, for the warranty period, and not as a reason to reopen fees.

Advisory deliverables are accepted when delivered, unless the statement of work says you may comment within a stated period and we shall consider comments that stay within the original question. An advisory memorandum is not rejected because you disagree with a recommendation. It is our considered view, not a vote. You remain responsible for the decision you take after reading it.

9. Fees and payment

You shall pay the fees in the statement of work. Unless it says otherwise, invoices are issued monthly in arrears for time-based work, and on the milestones stated for fixed fees. Invoices are payable within fourteen days of the invoice date. Sums are exclusive of value added tax, which will be added where the law requires it. We do not state a VAT number on this public page. If VAT applies to an invoice, the invoice will show the details the law requires.

If a sum is not paid when due, we may suspend work on five working days’ written notice, and we may charge interest on the overdue sum at four per cent a year above the Bank of England base rate from the due date until payment, together with reasonable costs of recovery. Suspension is not a breach by us. Dates move by the length of the suspension. We may also withhold deliverables that have not been paid for. We shall not withhold access that you need in order to operate a system you have already paid for and accepted, except where the overdue sum relates to that system and we have given the notice above.

Expenses are payable only if the statement of work allows them or if you approved them in advance. A fixed fee covers the work described, not later changes. A time-based fee is calculated on time properly spent, recorded in a sensible unit. We do not charge for our own administrative overhead of issuing an invoice. You shall not withhold payment of an amount that is not genuinely disputed. If you dispute part of an invoice in good faith, you shall pay the undisputed part and explain the dispute in writing within the payment period.

Quotes are in pounds sterling unless the statement of work names another currency. If we agree a currency other than sterling, exchange risk sits where the statement of work places it, and if it is silent, you bear the risk of paying the sterling amount we actually need to receive. We may set off a sum you owe us against a sum we owe you under the same contract. We may not set off across unrelated contracts unless both are overdue and we have said so in writing.

10. Intellectual property

You keep all rights in client materials. You grant us a licence to use client materials for the purpose of performing the services, including the right to make copies and to share them with subcontractors who need them for that purpose. The licence ends when the services end, except that we may keep copies required for record-keeping, back-up, and the defence of a claim, under the confidentiality clause.

We keep all rights in our materials. If a deliverable includes our materials, we grant you a non-exclusive licence to use those materials as part of the deliverable, for the purpose the statement of work describes, for as long as you are entitled to use the deliverable. The licence is not a sale of our methods. You may not extract our materials and resell them as a product, and you may not remove proprietary notices from them.

On payment of the fees that relate to developed software, and subject to any third-party terms, the intellectual property rights in developed software transfer to you. Until those fees are paid, we retain those rights and you have a licence to use the developed software only for evaluation and acceptance. If the statement of work says that rights transfer at a different moment, that statement prevails. Moral rights are waived to the extent the law allows, in favour of your use of the developed software.

We may reuse general knowledge, skills, and non-confidential ideas gained during the work. We may not reuse your confidential information, and we may not reproduce your specific business rules in another client’s system in a way that discloses you. A generic technique for designing an interface is not your confidential information merely because we used it for you.

11. Third-party and open-source software

Deliverables may include third-party software and open-source components. Those components remain under their own licences. We shall tell you, in the statement of work or in a notice with the deliverable, which open-source licences are implicated where the licence requires notice, and we shall not include a component whose licence would force your proprietary software to be distributed on the same terms, unless you have agreed to that component in writing. You are responsible for complying with third-party licences in your ongoing use, and we are responsible for not selecting a component that contradicts a constraint you wrote into the statement of work.

Cloud services, app stores, payment providers, and similar platforms are third-party services. If an account must be in your name, you hold the contract with that provider. We are not the provider. Outages, price changes, and policy changes of a platform are not our breach. We shall design with the platform’s documented behaviour in mind as it stood when the statement of work was agreed, and a later incompatible change by the platform is a change under clause 7 if you want us to adapt to it.

We do not transfer to you any right in a tool we use to produce the work, such as an editor, a library we have not included in the deliverable, or an internal script. If the statement of work says a particular tool will be handed over, that tool is a deliverable and this paragraph does not keep it back.

12. Confidentiality

Each party shall keep the other party’s confidential information secret and shall use it only for the contract. Confidential information means information that is marked confidential, or that a reasonable person would understand to be confidential from its nature and the circumstances, including business plans, source code, credentials, unpublished designs, and the terms of the fees. It does not include information that is or becomes public other than by breach, information the receiver already knew without a duty of confidence, information the receiver develops independently, or information the receiver is required to disclose by law. A party required to disclose shall, where the law allows, give the other notice so that a protective order may be sought.

Each party shall limit access to people who need the information for the contract and who are bound by duties of confidence. The duty lasts for three years after the contract ends, and it lasts longer for information that remains a trade secret for as long as it remains a trade secret. On request at the end of the contract, a party shall return or destroy confidential information, except for copies kept in routine back-ups and copies a party must keep for legal or professional records. Those retained copies stay subject to this clause.

We may refer to the fact that we work in software engineering and consulting. We shall not name you as a client, and we shall not describe your project in public, unless you agree in writing. The website does not publish client names, and these terms are the reason that practice continues unless a particular client asks to be named and we agree.

13. Data protection

Each party shall comply with UK data protection law in its role. For the website and for ordinary enquiries, our role is explained in the privacy policy. For a client project, you are usually the controller of personal data in your systems, and we are a processor when we process that data only on your instructions in order to perform the services. Where we process as a processor, we shall process only on documented instructions, ensure people authorised to process it are under a duty of confidence, take appropriate security measures, assist you with data-subject requests so far as our role allows, assist with security and impact assessments so far as that assistance is reasonable, delete or return personal data at the end of the services unless the law requires storage, and make available information needed to demonstrate compliance.

You shall not give us personal data that is irrelevant to the services. You shall ensure you have a lawful basis for sharing it with us. If the work involves special category data, the statement of work must say so, and we may decline or may require additional terms. We shall not transfer personal data outside the United Kingdom except under a lawful transfer mechanism, as the privacy policy describes in outline for website data and as the statement of work may specify for project data.

If we act as an independent controller for our own business records, such as invoices and correspondence about the contract, the privacy policy’s principles of purpose, security, and retention apply to those records, adapted to the six-year contractual retention described there. A data subject’s rights are not reduced by this clause. If a person contacts us about personal data we hold as controller, we handle that request. If they contact us about personal data we hold only as your processor, we shall refer them to you and we shall not respond on the merits except as you instruct or as the law requires.

14. Warranties

We warrant that we have the right to enter the contract and to grant the licences and transfers in clause 10. We warrant that the services will be performed with reasonable care and skill. We warrant that developed software, for thirty days after acceptance, will perform in all material respects in accordance with the statement of work, provided it is used in the environment the statement of work names and has not been modified by anyone other than us. Your remedy for a breach of that software warranty is that we shall, at our option, repair the software or re-perform the relevant part of the services, or, if we cannot do so within a reasonable time, refund the fees paid for the defective part. That remedy is your exclusive remedy for the warranty, except where the law does not allow a remedy to be exclusive.

We do not warrant that software will be uninterrupted or error-free, that it will meet a need that was not written down, or that it will be compatible with a system that was not disclosed. We do not warrant third-party services. Advisory work is a professional view based on the information given. We do not warrant that a recommendation, if followed, will produce a particular commercial result.

Except for the warranties in this clause, and for terms that the law implies and does not allow to be excluded, all other warranties, conditions, and representations are excluded. You acknowledge that you have not relied on a statement that is not in the statement of work or in these terms. Nothing in this clause excludes liability for fraud.

15. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot legally be limited. Subject to that, neither party is liable to the other for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, or for indirect or consequential loss, whether or not the loss was foreseeable. Subject to the same opening sentence, our total liability arising out of a contract, whether in contract, tort, or otherwise, is limited to the fees paid under that contract in the twelve months before the claim arose, or to fifty thousand pounds, whichever is greater. If the statement of work states a different cap, the statement of work prevails. If less than fifty thousand pounds has been paid and the greater-of formula would otherwise apply, the cap is still the greater of the two figures, so that a small early invoice does not reduce the cap below fifty thousand pounds. The parties consider that allocation reasonable given the nature of professional services and the ability of each party to insure.

You shall indemnify us against claims by a third party that client materials, or your instructions, infringe that third party’s rights or breach data protection law, except to the extent the claim was caused by our failure to follow a lawful instruction or by our own negligence. We shall indemnify you against claims that developed software, in the form we delivered and as used within the statement of work, infringes a third party’s intellectual property rights in the United Kingdom, provided you give us prompt notice, sole control of the defence, and reasonable co-operation. We may obtain a licence, modify the software, or refund the fees for the infringing part if those steps are the proportionate response. The indemnity does not apply to the extent the claim arises from client materials, from a modification you made, from a combination with systems we did not supply, or from use after we told you to stop because of a claim.

Each party shall take reasonable steps to mitigate loss. A party shall not recover more than once for the same loss. The caps and exclusions survive the end of the contract.

16. People

Neither party shall, during the contract and for six months after it ends, solicit for employment a person of the other party who was materially involved in the services. A general advertisement that is not aimed at that person is not solicitation. The restriction does not apply where the person approaches the other party of their own initiative and without encouragement. If a party breaches this clause, the other party’s remedy is a sum equal to three months of the person’s gross salary or fee, as a genuine pre-estimate of the cost of replacement, and not as a penalty. The parties agree that recruiting a person who has just learned the other party’s methods is disruptive in a way that is hard to itemise, and that the sum is a practical alternative to arguing that disruption in detail.

Nothing in this clause creates an employment relationship between you and our people, or between us and yours. Our people remain our responsibility for tax, insurance, and conduct. If a person is on your premises, they shall follow your reasonable site rules that you have told us about in advance, and you shall provide a safe place of work.

17. Term, suspension, and ending

A contract starts when clause 3 says it starts and continues until the services are complete, or until the period in the statement of work ends, unless it ends earlier under this clause. Either party may end a contract for convenience on twenty working days’ written notice, unless the statement of work says a minimum term or says that a fixed-fee build, once started, will run to the next milestone. If you end for convenience, you shall pay for work done up to the end date, for unavoidable commitments we incurred, and for the next milestone if the statement of work says that milestone becomes payable on early ending. If we end for convenience, we shall complete any deliverable that is substantially finished and hand it over, and we shall refund fees paid for work not done.

Either party may end the contract immediately by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within fifteen working days of a notice that describes it. Non-payment that continues ten working days after the suspension notice in clause 9 is a material breach. Either party may end immediately if the other becomes insolvent, enters administration, or ceases business. On ending, clauses that are meant to survive, including confidentiality, intellectual property, liability, and this sentence, continue.

We may suspend if you are late with materials or payment, as clauses 6 and 9 describe, or if continuing would be unlawful. During a suspension caused by you, fees for people we cannot reasonably redeploy may continue if the statement of work reserved capacity, such as a dedicated team. We shall try to redeploy before charging for idle reserved time, and we shall tell you if we are about to charge it.

18. Force majeure

Neither party is liable for a delay or failure caused by an event beyond its reasonable control, including fire, flood, epidemic, war, terrorism, industrial action of third parties, failure of a utility, or failure of a public network or a cloud platform that the affected party did not cause. The affected party shall give notice and shall use reasonable efforts to mitigate. If the event continues for more than thirty working days, either party may end the contract on written notice, and you shall pay for work done up to that point. Lack of funds is not force majeure. A failure of your own unmanaged system is not force majeure for you if the contract assumed you would keep it available.

19. Notices

Notices under these terms shall be in writing and delivered by hand, by recorded post to the address in the statement of work, or by email to the address each party nominates. Our email for notices is info@neuvex.live unless a statement of work names another. A notice sent by email is received on the next working day after sending, unless the sender receives an automated failure. A notice sent by recorded post is received two working days after posting if sent within the United Kingdom. A notice by hand is received when left at the address. This clause does not apply to the service of proceedings, which follows the rules of court.

20. Law and disputes

These terms and each contract are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. Before issuing proceedings, the parties shall try in good faith to resolve a dispute by discussion between people who have authority to settle it, for at least ten working days after one party gives notice of the dispute. That discussion is not a condition of an application for interim relief, and it does not stop a limitation period. Nothing in this clause requires a party to use a mediation provider or to pay a mediation fee unless both parties later agree.

21. General

The contract is the entire agreement between the parties about its subject and replaces prior discussions about that subject. Each party acknowledges that it has not relied on a representation that is not set out in the contract, except in the case of fraud. A variation is effective only if it is in writing and agreed by both parties. A failure or delay in enforcing a right is not a waiver. A waiver of one breach is not a waiver of another. If a court holds that part of the contract is unenforceable, the rest continues, and the parties shall replace the affected part with a valid term that is as close as possible to the intended effect.

You may not assign the contract without our written consent, not to be unreasonably withheld. We may assign the contract to a successor of the business that will perform the services, and we shall tell you. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce the contract, except that a member of our personnel may enforce clause 16 if it is for their benefit and we have not already claimed the sum. The parties may vary or end the contract without the consent of a third party.

Nothing in the contract creates a partnership, a joint venture, or an agency, except that we act as your agent only where the statement of work expressly appoints us to do a specific act, such as configuring an account you own, and then only for that act. Each party shall comply with applicable anti-bribery law, including the Bribery Act 2010, and shall not offer or accept an improper inducement in connection with the contract. Each party shall comply with sanctions laws that apply to it and shall not require the other to deal with a person the other cannot lawfully deal with.

The language of the contract is English. If we provide a translation, the English text prevails. These terms may be executed in counterparts, including by electronic confirmation. A PDF or a clear email acceptance is sufficient. We do not require a wet-ink signature unless the statement of work says so.

22. How the schedules work

22A. Records, insurance, and practical conduct

Each party shall keep records of the contract that are sufficient to show what was agreed, what was delivered, and what was paid. We shall keep time records for time-based work in enough detail that an invoice can be understood. You shall keep the decisions you made, including written acceptances and written changes. Neither party is obliged to keep a transcript of every conversation. Where a conversation decides scope, one party shall confirm it in writing and the other shall correct that confirmation promptly if it is wrong. An uncorrected confirmation stands as the record of the decision.

We shall maintain insurance of a kind and at a level that is reasonable for an IT engineering and consulting practice of this scale, including professional indemnity insurance and public liability insurance where the work includes attendance at your premises. We do not publish policy numbers or indemnity limits on this website, because those figures belong in a certificate we can send when a statement of work requires it. If your procurement process needs a certificate before work starts, ask for it. The existence of insurance does not enlarge the liability cap in clause 15, and it does not make an insurer a party to the contract.

Each party shall behave so that the other can perform. That includes answering questions that block the work, not giving contradictory instructions through several people at once, and not asking a member of staff to ignore the statement of work. If two of your people give us different instructions, we shall follow the named contact in clause 6, or we shall pause the affected point until you reconcile them. We shall not be in breach for the pause. You shall not be in breach merely because a question takes time, provided the delay is not left unanswered past the periods these terms already state.

Tools we use to communicate, such as email and a repository, are part of the working method and not a separate service. If you require a particular collaboration product, name it in the statement of work. We shall use it for the engagement if we can do so without accepting terms that contradict this contract. If the product’s terms would force a public licence on developed software, or would give the product vendor rights in your confidential information beyond ordinary hosting, we shall say so and we shall not accept those terms on your behalf. You may then provide an account of your own or agree a different tool.

Deliverables are handed over by the method the statement of work names: a repository invitation, an archive, or a document. A demonstration is not handover unless the statement of work says the demonstration is the deliverable. After handover, you are responsible for storing your copy. We may keep our own copy under clause 12. If a handover mechanism fails, we shall use another reasonable method promptly, and the acceptance period does not start until you can actually reach the deliverable. You shall tell us if you cannot reach it. Silence after we have sent access details starts the period in clause 8.

These practical rules exist so that a contract can be performed without a second argument about manners. They do not create service levels that the statement of work forgot. They do not promise a particular individual, a particular hour of coverage, or a particular tool. Where a schedule and this clause both speak, the schedule governs the work it describes and this clause governs how the parties conduct themselves around that work.

The schedules that follow describe the usual content and the usual boundaries of each kind of service named on the website. They apply where the statement of work engages that kind of service. If the statement of work is narrower, it prevails. If it is silent on a boundary that a schedule mentions, the schedule’s boundary applies, so that silence does not become an unlimited obligation. A single contract may engage more than one schedule. In that case each schedule applies to its own part of the work, and clause 7 applies if the parts affect each other.

The schedules do not state prices, response times, or performance statistics. Those belong in the statement of work if they belong anywhere. The schedules do not name clients, and they do not describe a completed project as if it were yours. They are a map of the work NEUVEX LTD is prepared to contract for, written so that an engagement can be scoped without pretending that every possible task is included.

Schedule A. Custom software programming

Custom software programming is the writing of software for a defined business operation rather than the resale of a generic product. Under this schedule the statement of work identifies the behaviour to be built: the records that must be kept, the roles that may act, the ordinary path of a task, and the exceptions that must be handled. We shall design the implementation to that behaviour and write the code, tests, and brief notes needed for a competent developer to continue it. The programming includes the server-side rules and, where the statement of work says so, the screens that expose them. It does not include a separate marketing website, a brand exercise, or content writing, unless those items are written into the same statement of work.

You shall describe the operation in enough detail that a programmer who does not work in your building can tell a correct result from an incorrect one. Examples of real cases, with personal data minimised, are client materials. We shall ask when a rule is ambiguous. If you answer, the answer becomes part of the requirements when it is written down. If you do not answer within ten working days, we may proceed on a stated assumption or we may pause the affected part. A pause is a delay under clause 6, not a defect.

Source code that is developed software is handed over in a repository or an archive the statement of work names, together with instructions sufficient to build it in the agreed environment. We do not withhold the code after the related fees are paid. Credentials to your environments are client materials and are not our property. We shall not leave a personal developer account in place after handover unless you ask us to keep it for a support period that is itself contracted.

Out of scope, unless written in: data migration from a system we have not been shown; performance tuning against a load you have not described; native mobile applications; and ongoing operation of the software after acceptance. Those items may be added under clause 7 or under another schedule. A fixed fee for programming covers the behaviour described, including a reasonable amount of correction during the warranty in clause 14. It does not cover a change of mind about the operation. Enterprise software engineering, where the statement of work uses that phrase, is programming carried out with the additional expectations in Schedule D, and both schedules apply.

Schedule B. Computer systems design

Computer systems design is the work of deciding structure before build, or of recording the structure of a system that already exists so that later work has a map. The deliverable is a written design: components, responsibilities, data ownership, interfaces, and the constraints that matter, such as where a fact is allowed to be changed. Software architecture design under Schedule E may be the same document or a deeper one. This schedule covers the design activity even where no code is written in the same contract. If code is also in scope, Schedule A applies to the code and this schedule applies to the design.

We shall base the design on the client materials and on interviews or workshops the statement of work includes. We shall mark assumptions. We shall not present a guess as a measurement. If you ask for a design that contradicts a constraint you also gave, we shall say so and we shall not proceed with both as if they were compatible. You shall make the people available who actually know how the operation works. A design built only on a management summary will say that it was built only on a management summary.

The design is advisory in form even when it is detailed. It does not, by itself, authorise us to change production systems. Implementation is a separate instruction. Acceptance of a design document follows clause 8. Disagreement with a recommendation is not a defect. A defect is a design that fails to address a question the statement of work asked, or that is internally inconsistent in a way that would mislead a competent reader.

Out of scope, unless written in: procurement of hardware, negotiation with your vendors, and a guarantee that a later implementer who ignores the design will still succeed. You may share the design inside your organisation. You may not publish it. Our materials that appear as generic diagrams remain licensed under clause 10, not transferred, unless they were drawn only for your confidential structure and have no generic content. In that case they form part of the deliverable and transfer with it on payment.

Schedule C. IT consulting and advisory

IT consulting and advisory is work whose output is a written view to support a decision: whether to replace, integrate, modernise, or leave a system; how a constraint changes a process; what a realistic scope looks like; or how a risk should be framed before money is spent on a build. The statement of work states the question. We shall answer that question. We shall not expand the question into a strategy for the whole organisation unless the statement of work asks for that breadth. Technical and scientific consulting under Schedule F is a related schedule used when the subject matter is specialised. Both may apply to one engagement if the statement of work says so.

The deliverable is a memorandum or a structured note. It shall separate facts you supplied, facts we observed, and judgements we made. It shall state options where there is more than one reasonable path, and it shall say what the recommendation depends on. It is not a decision. You remain responsible for the decision, including any decision to spend money, to stop a system, or to make a representation to a regulator or a customer. We do not make those representations for you unless the statement of work appoints us to draft them and you approve the text before it is sent.

You shall give us the documents the question requires, or tell us they do not exist. We shall not invent missing facts in order to complete a document. Where information is missing, the memorandum shall say so, and any recommendation shall be conditional. Fees for advisory work are earned as the work is done, because the value is the attention and the writing, not a later build. If you stop the engagement, clause 17 applies, and you shall pay for the work done. We shall hand over the draft as it stands if you have paid for it, marked as a draft.

Out of scope, unless written in: implementation, negotiation of your contracts with third parties, and attendance as an expert witness. Expert evidence requires a separate letter of instruction and is not included in ordinary advisory fees. We do not accept a success fee that depends on a commercial outcome, because that arrangement would conflict with the duty to give an independent view. If you want a view that argues only one side, say so, and we will treat the work as drafting assistance rather than as independent advice, and the memorandum will be labelled accordingly.

Schedule D. Enterprise software engineering

Enterprise software engineering is custom software programming carried out where the software must respect an existing organisation: multiple roles, separation of duties, auditability, and integration with systems that are already in daily use. Schedule A applies. This schedule adds the expectations that follow. The statement of work shall name the roles, the environments, and the systems of record. We shall implement permissions so that a person can do what their role requires and is not given wider access for convenience, unless you instruct a wider access in writing and accept the consequence.

We shall keep a record, in the repository or in the notes the statement of work requires, of material decisions about data and permissions. We shall not disable an existing control of yours in order to make a demonstration easier, except in a non-production environment and with your knowledge. Production access, if granted, is used only for the tasks you authorise, and is withdrawn when those tasks end. You shall provide a route for us to obtain production access that does not depend on sharing a personal password.

Testing under this schedule includes cases for at least the roles the statement of work names, not only for an administrator. A deliverable that works for an administrator and fails for an ordinary role is not accepted if the ordinary role was in scope. Performance targets, if any, must be numbers in the statement of work. We do not accept an unstated expectation that a screen will be “fast”. If you need a stated target, we will help you write one during scoping, as advisory work, before it becomes a warranty measure.

Out of scope, unless written in: a security certification, a penetration test by an independent firm, and a business-continuity plan for your whole organisation. We shall write software that can be operated, and we shall document how it is deployed in the agreed environment. We shall not claim that the software makes you compliant with a named standard. If compliance is the goal, the statement of work must say which control the software is intended to support, and the limit of that support.

Schedule E. Software architecture design

Software architecture design is the part of computer systems design that fixes the structural choices which are expensive to reverse: where state lives, how components talk, what is allowed to fail independently, and how a change is expected to enter the system later. The deliverable is an architecture description. It may include diagrams and a narrative. It shall name the decisions and the reasons, including the options that were set aside, where the statement of work asks for reasons. A diagram without reasons is not enough if the statement of work asked for an explanation a later team can use.

We shall relate the architecture to the behaviour in the statement of work. We shall not introduce a component for its own sake. Where we recommend a third-party product, we shall say what it is for and what you would still have to operate. We do not accept referral fees from product vendors for recommendations under this schedule, and we shall not take one. If that position ever changed we would say so in the statement of work before the recommendation, and you could disregard the recommendation.

The architecture is a constraint on later programming under the same or a later contract. If you engage us to build, and you then instruct a departure from the architecture, that instruction is a change. If another supplier builds, we are not responsible for their departures. A review of someone else’s implementation against the architecture is a separate advisory task under Schedule C, not an implied warranty that their work matches the drawing.

Out of scope, unless written in: capacity planning against a measured load, a cost model of a cloud bill, and a detailed database schema for every screen. Those can be added. The architecture shall be detailed enough to guide them, and no more detailed than the statement of work requires. Over-specification that pretends to decide matters you have not considered is a defect of the design, and we shall not pad a document in order to look complete.

Schedule F. Technical and scientific consulting

Technical and scientific consulting is advisory work in which the subject itself is specialised: a calculation, a model, a measurement, a laboratory or engineering constraint, or a body of domain rules that the software must respect. Schedule C applies to the form of the advice. This schedule applies to the care the subject requires. The statement of work shall identify the domain question and the standard or the method, if any, that the advice should follow. We shall not apply a method you have not agreed and then present the result as if the method were yours.

Where the work depends on data, you shall describe how the data was obtained and its limits. We shall not treat a sample as a population. We shall state uncertainty where the method requires it. We shall not invent precision. If a result is sensitive to an assumption, the memorandum shall show that sensitivity in a way a non-specialist reader can follow, or it shall say that the sensitivity cannot be shown without further data. You remain responsible for any operational or safety decision that uses the result. We are not a substitute for a statutory role, such as a responsible engineer under a regulatory scheme, unless a separate appointment says so, and this website does not make that appointment.

Models and scripts written to produce the advice are developed software if the statement of work says they will be delivered, and clause 10 then applies. If the statement of work says only the memorandum is delivered, the scripts remain our materials and are not transferred, and we shall keep them only as needed to explain the memorandum. You may ask, during the acceptance period, to see the calculation path for a stated result. We shall show it. We are not obliged to provide a general tutorial in the underlying science beyond what the question requires.

Out of scope, unless written in: laboratory work, physical measurement on your premises, and certification of a product. If the engagement needs a measurement we cannot make, we shall say so at scoping and we shall not subcontract a laboratory without your written agreement. Fees follow Schedule C. A scientific question that grows into a research programme is a change, not a continuation of a short memorandum.

Schedule G. Custom web and mobile app development

Custom web and mobile app development produces interfaces for the people who use a system: a browser application, a mobile application, or both, sharing the rules the statement of work places on the server. The statement of work shall say which platforms and, for mobile, whether the application is native or a wrapped web view. We shall build to those platforms. A platform not named is out of scope. Browser support, if not listed, means the current stable versions of the two mainstream desktop browsers you name, and we shall ask you to name them at the start if the statement of work is silent.

The interface shall follow the behaviour agreed, not a parallel invention of the workflow. Visual design is in scope only to the extent the statement of work includes it. If it includes a design, we shall implement that design within the limits of the platform. If it does not, we shall use a plain, consistent interface sufficient for the tasks, and we shall not run a brand project inside an engineering fee. Copy on the screens is yours. We shall use the labels you provide. We shall not invent legal text, such as a privacy notice for your users, unless the statement of work engages us to draft it as a separate item and you take responsibility for publishing it.

Accounts, if the application has them, are implemented as the statement of work describes. We shall not store passwords in plain text. We shall use a current, appropriate hashing approach. Session behaviour, lockout, and recovery are in scope only if described. A request to “make it secure” is not a requirement. We will help you turn that phrase into specific controls before they are built, and that help is part of design if the statement of work includes design, or a small change if it is discovered later.

Store submission, if the application is to be listed in an app store, requires an account in your name. You are responsible for store rules and for review delays. We shall prepare the build the store requires and support a reasonable round of changes that the store’s review asks for, where those changes stay within the agreed behaviour. A store rejection based on a policy you did not tell us about, or on metadata you supplied, is not our defect. Out of scope, unless written in: marketing sites, search-engine campaigns, and content management for a public blog.

Schedule H. API and systems integration

API and systems integration connects software so that a fact can move from one system to another under a stated rule. The statement of work shall name the systems, the direction of the data, the fields, the frequency, and what happens when the other system rejects a record. We shall build the integration to that description. We shall not widen it to “all the data” because a field looks useful. Each additional object or field after agreement is a change, unless the statement of work defined a catalogue and that field is in it.

You shall provide interface documentation, test accounts, and sample payloads. If the other system is undocumented, discovery of its behaviour is advisory or design work and shall be scoped before a fixed fee for the integration is treated as covering it. We shall not be in breach because a third-party API changes or is withdrawn. Adaptation to that change is a change under clause 7. Credentials for the other system are client materials. We shall store them only as needed for the work and shall not embed them in source code that is committed to a shared history. If a credential appears in a repository by mistake, we shall rotate it with your co-operation and treat the event as a security incident to be handled promptly.

Idempotency, retries, and logging are in scope where the statement of work requires the integration to be safe to re-run. If it is silent, we shall still avoid a design that knowingly creates duplicate records on an ordinary retry, and we shall tell you where a system you named cannot support that safety. Reconciliation reports are in scope only if named. A dashboard of integration health is a separate interface under Schedule G if you want one.

Out of scope, unless written in: cleansing of historical data, a warranty that the other vendor’s system is correct, and operation of the integration after acceptance. Errors caused by bad data you supplied are corrections of client materials, and time spent on them is chargeable unless the statement of work included a data-repair allowance. Acceptance includes a test in a non-production environment with payloads you approve. Live cut-over is a planned step, not an implication of acceptance, and it happens only when you instruct it.

Schedule I. Legacy system modernization

Legacy system modernization is work on software or a workflow that is already in use, where the aim is to make it safer to change, to move parts of it, or to replace it in stages without pretending the business can stop. The statement of work shall say which of those aims applies. A rewrite, a strangler approach, a user-interface replacement, and a data-model repair are different projects. We shall not treat a request to “modernise” as authority for all of them. Schedule A applies to code we write. Schedule H applies if the old and the new must run together. Schedule B or E applies if a design is required before the code.

You shall tell us what must keep working during the work, and what may be interrupted. We shall plan changes so that the agreed continuity is respected. We shall not deploy to production except by the route you authorise. A modernization that requires a freeze of a business process shall say so in the statement of work, and you shall arrange the freeze. We are not responsible for operational loss caused by a freeze you did not arrange, or by a decision to skip a step you had agreed.

Characterisation of the existing system is part of the work only if scoped. Undocumented behaviour is a fact about the legacy system, not a defect in our new code, until the statement of work says that behaviour must be preserved. If we discover behaviour that the modernization would change, we shall tell you before we rely on the change. You shall decide whether to preserve it. That decision is a clarification or a change, depending on whether the statement of work already required preservation of behaviour of that kind.

Out of scope, unless written in: a promise that modernization will reduce cost by any amount, a promise of a completion date for a system we have not yet been allowed to read, and disposal of hardware. Fees for discovery are often separated from fees for the subsequent build, so that the build price is given after the discovery rather than guessed. If you want a single fixed fee before discovery, the statement of work shall list the assumptions, and clause 4 applies when they fail.

Schedule J. Cloud solutions and migration

Cloud solutions and migration cover the design or the movement of software and its running environment in relation to a cloud platform, and the related configuration. The statement of work shall name the platform and the account owner. If the account is yours, you hold the contract with the platform and you pay the platform. Our fees are for the professional work, not a resale of the platform unless the statement of work says we will recharge a specific cost. We shall not create resources in your account beyond what the statement of work authorises. You shall review spend controls if cost matters to you. We shall follow a budget limit you set and tell us about, and we shall stop and ask if a step would breach it.

Migration means a planned move of stated components, data, or configuration from a source to a target. The statement of work shall identify the source, the target, the cut-over approach, and the rollback. We shall rehearse where the statement of work requires a rehearsal. A migration performed only in production, because you declined a rehearsal, is done at your risk as to timing, and we remain responsible for performing the agreed steps with care. Data integrity checks are in scope if named. A check that is not named is not implied by the word migration.

We shall not disable your logging or your access controls to simplify a move, except momentarily in a test environment with your knowledge. Identity, networking, and key management are in scope only to the extent described. A request to “set up the cloud” is not a scope. We will turn it into a list before work starts, or the work is time-based under a clearly stated rate. Platform changes after agreement are handled under clause 7, as Schedule H provides for APIs.

Out of scope, unless written in: a guarantee of a particular monthly bill, a security accreditation, and management of the platform after handover. Handover includes the configuration we changed, the scripts or templates that are developed software, and notes sufficient for your administrator to see what was done. It does not include an indefinite operations retainer. That retainer is Schedule L if you want it.

Schedule K. Dedicated development teams

A dedicated development team is an arrangement in which named or unnamed capacity is reserved for your work for a period, rather than a single fixed deliverable. The statement of work shall state the period, the capacity in days or in people, the rate, and the way work is chosen. You shall maintain a backlog or an equivalent list. We shall staff the capacity with people competent for the kind of work described. We shall tell you if the backlog asks for a specialism the reserved people do not have. Supplying a different specialism may be a change to the rate or to the people.

Capacity reserved and not used because you did not provide work is still payable, except to the extent we redeployed the people and reduced the charge. We shall tell you in reasonable time if a week is about to be idle. You may end the reservation under clause 17, subject to any minimum notice in the statement of work. A dedicated team does not make the people your employees. Clause 16 applies. Direction of the backlog is yours. Professional judgement about how to implement an item is ours, within the architecture you have agreed. If there is no agreed architecture, we shall say when an item needs a design decision before it is built, and that decision is yours to take or to delegate in writing.

Items built by the team are developed software and follow clause 10, provided the related fees are paid. Work in progress at the end of a period is handed over in its then state if paid for, with a note of what is unfinished. We shall not refuse to commit code in order to retain leverage, and you shall not refuse payment for a period in which the capacity was available and the work was done. Disputes about whether a particular day was productive are handled by reference to the backlog movement and the repository, not by a general sense of pace.

Out of scope, unless written in: a fixed outcome for a fixed fee inside a capacity arrangement, and a promise that the same individuals will remain for the whole period. We shall try to keep continuity, and we shall overlap replacements where the engagement is long enough for that to be useful. Annual leave is taken from the capacity unless the statement of work prices leave separately. We shall give you reasonable notice of leave that affects a week you have planned.

Schedule L. Software maintenance and support

Software maintenance and support is work after a system is in use: correction of defects, small changes, and agreed attention to a system we or another party built. The statement of work shall identify the system, the hours or the retainer, what counts as a defect, and any target for starting work. A target is an effort target, not a guarantee of a fix by a clock time, unless the statement of work says otherwise and states the consequence. We do not offer a named uptime percentage on this website, and we will not imply one in a support schedule. Uptime of a platform you own is your operational matter unless we have expressly taken on managed hosting, which this schedule does not do by default.

A defect is a failure of the system to meet a requirement that was accepted, or a failure of developed software under the warranty in clause 14 if the warranty period is still running. Warranty correction inside the warranty period is not charged again. After the warranty, correction is chargeable under this schedule unless the statement of work includes a corrective allowance. A change of behaviour, a new report, and support for a new browser version are changes, not defects. You shall provide a report that lets us reproduce the problem, or access to an environment where it can be seen. Time spent waiting for that report is not a failure to respond.

We shall not be obliged to support software that has been modified by someone else, except to the extent the fault is in an unmodified part and the modification does not prevent diagnosis. We shall tell you if a modification blocks us. Third-party platform failures are outside the retainer. We shall help with a reasonable diagnosis of whether a fault is ours, yours, or a third party’s, within the hours you have paid for. Environment access, backups, and the decision to deploy a correction to production remain yours unless the statement of work assigns a deployment step to us.

Either party may end a support arrangement on the notice in clause 17 or on any shorter notice the statement of work allows for a monthly retainer. Ending support does not end confidentiality or the licences already granted. We shall hand back credentials and a note of outstanding items that we know about. Out of scope, unless written in: a 24-hour operations desk, on-call cover outside working days, and support of systems not identified in the statement of work. If you need cover outside working days, it must be priced, because it is a different commitment from a retainer that assumes work on working days.

23. Closing

These terms, including the schedules, are the standard terms NEUVEX LTD offers for business engagements. They are effective for contracts formed on or after 22 September 2026 while this version remains published at https://neuvex.live/terms-and-conditions.html. A contract is not formed by downloading them. It is formed under clause 3. If you want to discuss a statement of work, write to info@neuvex.live or use the contact form, and describe what the system needs to do. That description is the beginning of scoping, not an acceptance of a fee.