Terms of service

1. Who these terms bind

These terms are between [PLACEHOLDER_TRADING_NAME], trading as Ostfro ("we", "us"), and the business engaging us ("you"). They apply to every plan we offer and every system we deliver, and they take effect when you accept a written spec, pay a first invoice, or otherwise ask us to begin, whichever happens first.

We work with businesses. These terms are not written for consumers, and nothing in them is intended to affect statutory rights that a consumer would have.

Where a signed spec or statement of work says something different from these terms, the spec wins on that point. Everything else here still applies.

2. Scope of work

Every project starts with a written spec produced during scoping. It sets out what will be built, what it will do, what it will connect to, which plan it falls under, and the launch date. That document is the definition of the work, not the conversations around it, not the website copy, and not anything implied by either.

Anything not written into the spec is out of scope. That is deliberate: it is what makes a clear plan and a fixed date possible.

Launch dates in the spec assume we get what we need from you when we ask for it. Where a date slips because access, content, approvals or decisions are late, the date moves by at least the length of the delay.

3. Changes to scope

Scope can change, most projects turn up something worth doing that nobody saw at the start. Nothing gets bolted on halfway through without a conversation first.

Where you ask for something beyond what your plan covers, we will either agree it as one of your plan’s included requests or quote it as a written variation covering the extra cost and any effect on dates. Work on it starts once you approve that in writing. Email is fine.

4. Plans and payment

• Plans are billed monthly in advance, from the date your first system goes live. All prices are in pounds sterling and exclude VAT, which is added where it applies.
• Setup, where a spec identifies one-off setup work beyond the plan, it is quoted and agreed in writing before anything begins.
• Plan changes, you can move up or down a tier with effect from your next billing date.
• Invoices are due within 14 days of issue unless agreed otherwise.

Late payment interest and reasonable recovery costs may be charged under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate. Where an invoice is more than 30 days overdue we may suspend the service until it is settled, having given you written notice first.

5. What we need from you

A build runs on access and answers. You agree to:

• Give us timely access to the systems, accounts, data and documents the spec depends on, and the authority to use them.
• Nominate one person who can make decisions and sign things off, and keep them reachable during the build.
• Answer questions and return approvals within a reasonable period, normally five working days.
• Make sure you own, or are licensed to use, everything you give us: content, data, logos, documents and third-party material. You confirm that our using it as directed will not infringe anyone’s rights or breach any obligation you are under.
• Keep your own backups of any live data a system touches, and tell us promptly about anything that could affect the service, a platform migration, a policy change, a supplier ending a contract.
• Test what we deliver against the spec during the review period and report anything that does not match.

Where a project stalls on our side of the conversation for more than 60 days for reasons outside our control, we may invoice for work completed to that point and release the schedule.

6. Intellectual property

Your data is yours, always. Content, records, documents and trade marks you provide remain your property throughout, and we use them only to deliver the service. On cancellation, your data is returned or exported to you in a standard format.

The systems we build, code, configuration, prompts, data models and documentation, remain our intellectual property, licensed to you for use in your business for as long as your plan is active.

If you want to keep a system when you leave, we offer a transfer option: for an agreed one-off fee, the deliverables built specifically for you are assigned to you outright and handed over with accounts, code and documentation. The fee is quoted when you ask, based on what has been built.

Two carve-outs, both normal:

• Our background material, the generic tooling, libraries, boilerplate and methods we bring to every project stay ours in all cases.
• Third-party components, open-source and licensed software stays with its owner and reaches you on its own licence terms. We will tell you what is in there.

We would like to describe the work in general terms as a portfolio piece or case study, but we will ask first, and a no is a no.

7. Third-party services

Most builds depend on services we do not control, model providers, hosting, automation platforms, payment tools. Where a spec puts any of these on accounts in your name, they are billed directly to you at cost, with no mark-up.

Those services are governed by their own terms, and their pricing, availability and functionality can change without notice. We are not responsible for a third party’s outage, price rise, deprecation or change of terms, though handling the fallout of one is part of the service.

8. Support and service

Every plan includes launch testing against real data, a walkthrough for whoever uses the system day to day, and written documentation.

While your plan is active, we monitor, maintain and fix the systems it covers, and deliver improvements as described in your tier. Response times are as stated on the plan.

Support does not cover changes you make yourself, changes in a third-party service, or problems caused by data or systems outside the spec, though we will help with those where we reasonably can, quoted separately if the work is substantial.

9. Nature of AI systems

AI systems are probabilistic. A well-built chatbot or automation will be accurate the overwhelming majority of the time and will still, occasionally, get something wrong. We design for that, escalation paths, human hand-off, guardrails and logging are part of the build.

You remain responsible for how the system is used in your business, for human oversight of any decision that materially affects a person, and for your own regulatory obligations. We do not warrant that any AI output will be complete, accurate or fit for a purpose outside the spec.

10. Limitation of liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited or excluded.

Subject to that:

• Our total liability arising out of or in connection with the service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at the fees you have paid us in the 12 months before the claim arose.
• We are not liable for loss of profit, loss of revenue, loss of business or contracts, loss of anticipated savings, loss of goodwill, or for any indirect or consequential loss, however it arises.
• We are not liable for loss or corruption of data where you have not kept the backups described in section 5, and our liability for data loss is in any event limited to the cost of restoring it from your most recent backup.
• We are not liable for failures caused by third-party services, by changes you or anyone else makes to a delivered system, or by use of a deliverable outside the spec.

Neither of us is liable for failure or delay caused by events outside our reasonable control, provided we tell the other promptly and do what we reasonably can to work around it.

Any claim must be brought within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

11. Confidentiality and data

Each of us will keep the other’s confidential information confidential, use it only to deliver or receive the work, and protect it as carefully as our own. This does not apply to information that is already public, that we held before disclosure, or that we are required by law to disclose.

Where we process personal data on your behalf, you are the controller and we are the processor, and we will put a written data processing agreement in place before that processing starts. How we handle data submitted through this website is set out in our privacy policy. We are registered with the Information Commissioner’s Office under registration number [PLACEHOLDER_ICO_NUMBER].

12. Cancelling a plan

You may cancel your plan at any time on 30 days' written notice. Email is fine. We may end a plan on 30 days' notice too, or immediately if you commit a material breach that is not put right within 14 days of being asked in writing, or become insolvent.

On cancellation: fees are payable up to the end of the notice period; your data is returned or exported to you in a standard format; and the systems are wound down at the end of the notice period, unless you take the transfer option in section 6, in which case they are handed over to you instead.

Sections 6, 10, 11 and 14 survive the end of a plan.

13. General

These terms and the spec are the entire agreement between us on the work described, and replace anything discussed beforehand. Neither of us relies on any statement not written into them, though nothing here excludes liability for fraudulent misrepresentation.

A failure to enforce a term is not a waiver of it. If any provision is found unenforceable, the rest stands. Nobody who is not a party to the agreement has any right to enforce it under the Contracts (Rights of Third Parties) Act 1999. You may not assign the agreement without our written consent, which we will not unreasonably withhold. Nothing in it creates a partnership, joint venture or employment relationship.

Notices should be sent by email to hello@ostfro.com, and to the address you have given us.

14. Governing law

These terms and any dispute or claim arising out of them, including non-contractual ones, are governed by and interpreted in accordance with the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. Before either of us starts proceedings, we agree to try to resolve it directly, a phone call and a written summary of the problem usually gets further, faster.

Questions

If anything here is unclear or does not fit how your business works, say so before you accept a spec rather than after. Email hello@ostfro.com and we will talk it through.