Terms and conditions.

1. Who these terms are between

These terms are between Fabricaite Limited, a company registered in England and Wales with company number 17392556, registered office West Court Park Lane, Allerton Bywater, Castleford, England, WF10 2FY ("we", "us"), and the business named on the quote ("you").

They apply to every piece of work we do for you, together with the quote for that work. Where the quote and these terms disagree, the quote wins.

2. How a project starts

We meet, we go away, and we write you a quote. The quote sets out what the tool will do, what it connects to, what it will not do, the price, and the date we expect to have it working.

The quote is the definition of what you are buying. Nothing is built until you accept it in writing, and accepting it forms a contract between us on these terms.

Quotes are open for 30 days. The call and the quote are free and carry no obligation.

3. What we will do

We will build the thing described in the quote, connect it to the systems named in the quote, and hand it over working.

We will tell you if something in the quote turns out not to be possible, as soon as we know, rather than at the end.

4. What you will do

The work depends on a few things from you, and delays here move the date:

• Give us access to the accounts and systems the quote names, and the information the tool works from
• Tell us within a reasonable time when we ask you to look at something
• Make sure you are entitled to give us access to whatever you give us access to
• Keep your own accounts secure, including any passwords or keys the tool depends on

Web addresses are yours. Your tool works fine on the address its hosting gives it, and most do not need anything else. If you would rather it sat on your own web address, that has to be a domain you already own, and we will send you the exact setting to add. We do not buy, register, hold or renew domain names, because a domain your business depends on should not sit in someone else's account.

5. Price and payment

The price on the quote is fixed for the scope on the quote.

Half is payable when you accept the quote. Half is payable on handover, meaning when the tool is doing what the quote said it would do, connected to your systems and running.

Invoices are payable within 14 days. If an invoice is more than 30 days late we may pause the work and any monthly service until it is settled, and we will tell you before we do.

Prices exclude VAT where VAT applies.

6. Changes

If you want the tool to do something the quote did not describe, we will price that change and tell you what it does to the date. Work on a change starts when you have accepted that price, not before.

We will not absorb a change quietly and then be late, and we will not add it to an invoice at the end without having told you. A fixed price only works if the thing being priced holds still.

One of the monthly plans includes changes, and where you are on that one, this section applies to new work only. Changing how the tool does its job is a change. Giving it a job it has never done is new work, and it is quoted. Section 8 sets out which plan covers what.

7. If it does not do what the quote said

If the finished tool does not do what the quote describes, it is not finished, and we will keep working until it does at no extra cost to you.

This is not a goodwill gesture. It is what you have paid for, and it is why the quote is written specifically.

It does not cover a change of mind about what you wanted, which is section 6, and it does not cover a fault caused by something outside our control, which is section 9.

8. The monthly service

After handover, the monthly fee covers hosting the tool on our accounts, monitoring that it is running, and fixing it when something it depends on changes. There are two plans and your quote says which one you are on.

Upkeep is the paragraph above. If you want something changed, we quote it under section 6.

Workshop is the same, and it also includes changes to how the tool does its job: the words it uses, when it runs, who it contacts, what it treats as due. It does not include making the tool do something it has never done, which is new work under section 6.

Your plan includes an amount of work each month. Your quote says what that amount is, in the terms your tool works in, and what it costs if you go past it. Where you are past it every month we will offer you the plan that fits rather than keep charging you for the excess.

It runs month to month. Either of us can end it with 30 days' notice in writing.

We may change the monthly fee once in any twelve month period, and we will tell you at least 30 days before it changes. If you would rather not pay the new fee, you can end the monthly service and we will move the tool to you as set out below.

If the monthly service ends, we stop hosting and monitoring the tool, and we move it to you. You own it either way, which is section 12. Moving it means giving you the code and transferring the hosting into accounts in your name, and we will do that within 30 days of the last paid month at no extra charge. After that you pay the hosting suppliers direct, and we will tell you what that is likely to cost before you decide rather than after.

Where the tool depends on an account of ours, such as an AI provider, you will need your own. We will tell you which ones at the start of the 30 days and help you swap them over. At the end of the 30 days we withdraw ours, because we cannot leave your business running on an account we pay for and answer for. If yours are not in place by then, the tool stops working until they are. You still own it either way.

9. Things outside our control

Our tools connect to services run by other people, such as Xero, Google, Meta, LinkedIn and the AI providers. Those services change how they work, change their prices, and sometimes withdraw access, and they do it without asking us.

If that happens we will tell you, explain the options and quote for any work needed to adapt. We are not liable for a service we do not run failing, changing or withdrawing access, but we will not leave you to deal with it alone either.

10. AI, and what it is allowed to do

Our tools use AI for the parts of a job that used to need a person, such as reading, writing, matching and judging. AI gets things wrong sometimes, and anything built on it needs a person in the loop.

So we build our tools so that nothing publishes, sends or replies without a person approving it, and you are responsible for reviewing what the tool produces before it goes out. Where a tool is set up to act without review at your request, that is recorded in the quote and the responsibility for the output is yours.

11. Liability

Nothing in these terms limits our liability for death or personal injury caused by our negligence, for fraud, or for anything else the law does not allow us to limit.

Subject to that, our total liability to you in connection with a project is limited to the total amount you have paid us for that project.

We are not liable for loss of profit, loss of business, loss of anticipated savings, or loss or corruption of data, in each case whether direct or indirect.

You are responsible for keeping your own backups of your own systems.

12. Who owns what

You own the tool we build for you. The code, the configuration and the work are yours from the moment they exist, whether they sit in your accounts or ours. If you stop working with us you keep it, and we will move it into accounts in your name rather than making that difficult.

Where it runs is a separate question, and your quote answers it. Unless the quote says otherwise, the tool runs on hosting accounts we hold, and the monthly service in section 8 is what pays for that. We hold those accounts for you and not instead of you. Where the quote puts the tool on accounts in your name, you hold them and pay those suppliers direct.

We keep ownership of anything we already had before we started, and of the general methods, techniques and know-how we use. Where any of that is built into your tool, you have a permanent, unrestricted licence to keep using it as part of that tool.

Nothing here stops us building something similar for someone else. We will not reuse anything specific to your business, and section 13 covers that.

13. Confidentiality

Neither of us will pass on the other's confidential information, and we will each only use it for the work. That carries on after the work ends.

We will not name you as a client or describe what we built for you without your permission.

14. Data protection

Where we handle personal data on your behalf as part of a tool we have built, you are the controller and we are your processor.

We will only process that data on your documented instructions, keep it confidential, keep it secure with appropriate technical and organisational measures, and not engage another processor without telling you. We will help you if one of your own customers exercises their rights, help you with security breaches and assessments, and at the end delete it or return it as you choose. You may audit our compliance with this section on reasonable notice.

The detail of what is processed, for how long and by whom is set out in the schedule to your quote.

15. Ending the agreement

Either of us can end the agreement if the other seriously breaches it and does not put it right within 14 days of being asked to in writing.

If you end a build partway through, you pay for the work done up to that point and we hand over what exists. If we end it, other than for your breach, we refund anything paid for work not done.

16. General

These terms and the quote are the whole agreement between us, and they replace anything said beforehand.

If a court decides part of these terms cannot be enforced, the rest still stands.

Neither of us is the other's employee, partner or agent.

Nobody other than you and us has any right to enforce these terms.

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.