The standard terms on which D Henderson Ltd, trading as Elysium Code, provides software engineering services. They apply to every proposal, quotation and invoice we issue unless a signed agreement says otherwise.
1.1 “We”, “us” and “Elysium Code” mean D Henderson Ltd, a private limited company registered in England and Wales, company number 14785033, registered office 26 Quinton Close, Redditch, England, B98 0EL. “You” means the business engaging us.
1.2 These terms, together with the proposal, quotation or statement of work we issue for a piece of work (the “Proposal”), form the contract between us (the “Agreement”). The Agreement starts when you accept the Proposal in writing, pay a deposit we have asked for, or instruct us to begin, whichever happens first.
1.3 If we both sign a separate written agreement for a piece of work, that agreement takes precedence over these terms for that work. Otherwise, if these terms and a Proposal conflict, the Proposal wins on scope, price and timeline, and these terms win on everything else. Terms printed on your purchase order or elsewhere do not apply unless we agree to them in writing.
1.4 Our services are supplied to businesses. Rates and packages shown on our website are indicative only; the price for your work is the one in the Proposal.
Services – the software engineering, design, consultancy, support and related work described in the Proposal. Deliverables – the software, code, documentation and other outputs we create for you under the Agreement. Background IP – anything we or a third party owned or created before or outside the Agreement, including our reusable libraries, components, tools, templates, techniques and know-how. Client Materials – content, data, branding, credentials, systems and anything else you give us for the work. Third-Party Services – software, platforms, APIs, hosting and services provided by others, whether chosen by you or recommended by us. Go-Live – the point at which a Deliverable is released for live use. Working day – Monday to Friday excluding English bank holidays.
3.1 We will provide the Services described in the Proposal with reasonable skill and care, to a professional standard and in line with any specification agreed in writing. Anything not described in the Proposal is out of scope.
3.2 Where a project begins with a discovery or requirements phase, development starts once you have approved the resulting requirements document in writing.
3.3 If you want to change the scope, we will tell you the effect on price and timeline and will only proceed once you have agreed the change in writing. Small clarifications that do not change the effort involved can be agreed by email.
3.4 Timelines in a Proposal are estimates made in good faith. They depend on prompt feedback, approvals and access from you and on Third-Party Services behaving as documented. We will tell you promptly if anything is likely to affect them.
4.1 Fees are as stated in the Proposal: a fixed price, an hourly or daily rate, or a mixture. Work charged by time is recorded in increments of a quarter hour, and a day means up to eight hours.
4.2 Fixed-price projects are usually invoiced as a deposit before work starts and then on agreed milestones. Time-based work is invoiced monthly in arrears unless the Proposal says otherwise. A milestone is invoiced when the work for it has been delivered for your review.
4.3 Invoices are payable within 7 days of the invoice date by bank transfer, unless the Proposal states a different period. We are not currently VAT registered; if that changes, VAT will be added to invoices at the applicable rate from the date of registration.
4.4 Expenses are only charged if agreed with you in advance and are invoiced at cost. Third-Party Services you use (hosting, domains, licences, API usage and the like) are contracted and paid for by you directly unless we agree otherwise.
4.5 If an invoice is overdue we may suspend work and withhold Deliverables, and we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Timelines move by at least the length of any suspension.
4.6 You may not withhold or set off any amount against our invoices unless we have agreed it in writing. If you dispute an invoice in good faith, tell us within 7 days of receiving it and pay the undisputed part on time.
5.1 So that we can do the work, you agree to: give feedback, approvals and decisions promptly; provide Client Materials and access to systems, environments, accounts and people when needed; make sure Client Materials are accurate, lawful and yours to give us; make sure the people and suppliers on your side meet their deadlines; and keep your own backups of your systems and data except where the Proposal makes backups part of our Services.
5.2 Where you give us credentials we will keep them in a password manager, use them only for the work, and ask you to revoke them when the work ends. Please give us named, least-privilege access wherever the system allows it.
5.3 If you are late with something we depend on, we may re-plan the work around our other commitments and the timeline and, for time-based work, the cost may change accordingly.
6.1 We will deliver each milestone or Deliverable for your review. You have 10 working days from delivery to test it and tell us in writing about anything that does not meet the agreed specification. We will correct genuine defects within scope at no extra charge.
6.2 A Deliverable is accepted when you confirm acceptance in writing, when you put it into live use, or when the 10 working days pass without written notice of a material defect, whichever comes first.
6.3 Differences of preference, and requirements that were not in the agreed specification, are handled as changes under clause 3.
7.1 Your materials. You keep ownership of Client Materials and give us a licence to use them for the work.
7.2 Deliverables. On receipt of full payment of all fees due for a Deliverable, we assign to you the intellectual property rights in the bespoke code and other materials we created specifically for you in that Deliverable. Until then you have a licence to use it for review and testing only.
7.3 Background IP. We keep ownership of Background IP, including anything generic or reusable we create while doing the work. Where Background IP is built into a Deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use, modify and have modified it as part of that Deliverable and its successors. We may reuse our Background IP, and our general knowledge and skills, for other clients, but never your confidential information or anything specific to your business.
7.4 Third-party and open-source software. Deliverables may include open-source and other third-party software, which stays under its own licence terms. We will use only components whose licences permit your intended use and will identify any with obligations you need to know about (for example copyleft licences).
7.5 Subcontractors. If anyone working under our direction contributes to a Deliverable, we ensure the rights in their contribution are assigned to us so that we can pass them to you under clause 7.2.
7.6 Moral rights and credit. We waive any moral rights in Deliverables. We may describe the project in general terms in our portfolio and proposals; we will not publish your name, logo, screenshots or confidential details without your written permission.
8.1 For 60 days after Go-Live of a Deliverable we will fix, at no charge, any defect in code we wrote that stops it performing in line with the agreed specification, provided you tell us in writing within that period.
8.2 The warranty does not cover problems caused by: changes made by you or anyone other than us; Third-Party Services, including updates to platforms, plugins, operating systems, APIs or hosting; your infrastructure or data; use outside the agreed specification; or new requirements. Work to deal with those is chargeable at our then-current rates.
8.3 We warrant that, so far as we know, Deliverables we create will not infringe anyone else’s intellectual property rights and will contain no code we know to be malicious. Apart from what is expressly stated in the Agreement, all other warranties, conditions and terms implied by law are excluded so far as the law allows. In particular we do not promise that software will be free of all errors or will run without interruption.
Support, maintenance and hosting management after the warranty period are not included unless the Proposal says so. They are available at our then-current rates or under a separate support agreement. Feature changes and new work are quoted separately.
10.1 Much of our work integrates with Third-Party Services and with systems you already run. We are not responsible for their availability, performance, security, pricing, terms or changes, or for the accuracy or completeness of data they provide, and our estimates assume they behave as documented.
10.2 Where we recommend a Third-Party Service we do so in good faith based on your requirements, but the contract for it is between you and the provider and you are responsible for accepting its terms and paying its charges.
10.3 You are responsible for your own systems, accounts, infrastructure and data, including backups, access control and the actions of your staff and other suppliers, except for the specific tasks the Proposal gives to us.
Each of us will keep the other’s confidential information confidential, use it only for the Agreement, and disclose it only to people who need it for the Agreement and are bound by similar obligations, or where the law requires. This does not apply to information that is public, already known, independently developed or lawfully obtained from someone else. These obligations last for five years after the Agreement ends, and indefinitely for trade secrets and personal data.
12.1 Each of us will comply with UK data protection law, meaning the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations, as amended.
12.2 For your business contact details and our own records we are a controller; our privacy notice explains how we use them.
12.3 Where the Services involve us processing personal data on your behalf (for example data in a system we build, maintain or support for you), you are the controller and we are your processor, and this clause 12 is the processor contract required by Article 28 of the UK GDPR. The subject matter, duration, nature and purpose of the processing, and the types of data and data subjects, are those described in or evident from the Proposal. In that role we will:
12.4 We will not transfer personal data we process for you outside the UK unless you have agreed it or the Proposal or your systems already involve it, and then only with safeguards that UK law allows.
12.5 You warrant that you have a lawful basis for the processing you instruct us to carry out and have given the individuals concerned the information the law requires. You are responsible for your own systems, your other suppliers, your staff and your configuration choices, and we are not responsible for breaches arising from them.
13.1 Nothing in the Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of clause 11 (confidentiality), or for anything else that cannot lawfully be limited or excluded.
13.2 Subject to clause 13.1, neither of us is liable to the other, whether in contract, tort (including negligence), under statute or otherwise, for any loss of profit, revenue, business, contracts, goodwill or anticipated savings, loss or corruption of data (other than our obligation to fix defects under clause 8), or any indirect or consequential loss.
13.3 Subject to clauses 13.1 and 13.2, our total liability to you arising out of or in connection with the Agreement is limited to the total fees you have paid us under that Agreement in the 12 months before the event giving rise to the claim. This cap applies to all claims together, including claims relating to data protection.
13.4 We are not liable for any loss arising from Third-Party Services, from your systems, data or instructions, from Client Materials, from your use of a Deliverable outside its agreed specification, or from decisions you take based on outputs of a Deliverable.
13.5 You will indemnify us against claims, losses and costs arising from Client Materials, from instructions you give us, or from your use of a Deliverable in breach of the Agreement or the law.
14.1 We are an independent contractor. Nothing in the Agreement creates an employment, agency or partnership relationship between you and us or any individual working for us. We decide how, when and where the Services are performed, within the deadlines and reasonable requirements of the Proposal, and we provide our own equipment unless the work requires access to yours.
14.2 We may subcontract parts of the Services or supply a suitably qualified substitute. We remain responsible for the work, and anyone we use is bound by confidentiality, data protection and intellectual property obligations equivalent to ours. We will tell you if someone other than our principal engineer will work on your project.
14.3 Neither of us is obliged to offer, or to accept, further work beyond the Proposal.
15.1 The Agreement lasts until the Services are complete and paid for, unless ended earlier under this clause.
15.2 Either of us may end the Agreement on 14 days’ written notice, and a retained or ongoing arrangement on 30 days’ written notice unless the Proposal says otherwise.
15.3 Either of us may end the Agreement immediately by written notice if the other materially breaches it and does not put it right within 14 days of being asked, or becomes insolvent. We may also suspend or end the Agreement if invoices remain unpaid 14 days after we have reminded you, or if you repeatedly fail to provide the feedback, approvals or access the work depends on.
15.4 On termination you will pay for all work done and expenses incurred up to the termination date, including work in progress on fixed-price projects charged at our then-current rates or pro rata to the milestone, whichever is lower. Deposits are non-refundable except where we end the Agreement for our convenience.
15.5 Once everything due has been paid, we will within 7 working days hand over the Deliverables completed to date, including source code, design files, documentation, database exports and environment configuration, together with credentials and a short note of what has been done and what remains. The rights in clause 7 then apply to those Deliverables.
15.6 Clauses that by their nature should continue (including 4, 7, 8, 11, 12, 13, 15.4 to 15.6 and 16) survive termination.
16.1 Entire agreement. The Agreement is the whole agreement between us about its subject matter and replaces any earlier discussions or documents. Each of us confirms it has not relied on any statement not set out in it, although nothing limits liability for fraud.
16.2 Events beyond our control. Neither of us is liable for delay or failure caused by something outside our reasonable control, provided we tell the other promptly and do what we reasonably can to limit the effect. If it lasts more than 30 days either of us may end the Agreement on written notice.
16.3 Changes and waiver. Changes to the Agreement must be in writing and agreed by both of us; email is enough. Not enforcing a right is not a waiver of it.
16.4 Assignment. Neither of us may transfer the Agreement without the other’s written consent, not to be unreasonably withheld, except that we may transfer it to a successor to our business on notice to you.
16.5 Notices. Notices must be in writing and may be sent by email to the addresses each of us normally uses for the project; ours is hello@elysiumcode.co.uk. A notice is treated as received the next working day after sending, unless an automated failure message is received.
16.6 Non-solicitation. During the Agreement and for 6 months after it ends, neither of us will, without the other’s consent, directly employ or engage any individual the other introduced in connection with the Services. This does not stop a general job advertisement.
16.7 Severability and third parties. If any part of the Agreement is found unenforceable, the rest still applies. Nobody other than you and us has any right to enforce it.
16.8 Disputes and law. We will each try in good faith to resolve any dispute by discussion between senior people before going further. The Agreement is governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction, except that either of us may seek an injunction or enforce a judgment anywhere.
We may publish updated terms on this page. The version in force when a Proposal is accepted is the one that applies to that work.