Terms of business — StratoFlow

These are the standard terms on which StratoFlow Ltd supplies consultancy and software development services. They are written for business customers, and they are deliberately short on lock-in: we work project by project, with no minimum term.

1. These terms

These Terms apply to every engagement between StratoFlow Ltd (company number 17058105, registered office 4 Cavendish Court, South Parade, Doncaster, DN1 2DJ, United Kingdom) (“we”, “us”) and the customer named in a Proposal (“you”).
Together with the accepted Proposal they form the whole contract between us (the “Contract”). If the Proposal and these Terms conflict, the Proposal wins.
These Terms apply instead of any purchase order, supplier portal terms or standard conditions of yours, whether or not we sign them, unless we agree otherwise in writing signed by a director.
We contract only with businesses. Nothing here is intended to affect the statutory rights of a consumer, and we do not supply services to consumers.

2. Some definitions

Proposal — our written proposal, statement of work, scope document or quotation describing the services, the deliverables and the charges.
Deliverables — the reports, models, documents, source code, configuration and other materials we produce for you under a Contract.
Background IP — intellectual property either of us owned before the Contract, or developed outside it, including our methods, templates, frameworks, libraries and know-how.
Business Day — a day other than a Saturday, Sunday or public holiday in England.

3. How we agree work — and no minimum term

A Proposal is an invitation to deal, not an offer. It is valid for 30 days unless it says otherwise.
A Contract is formed when you accept a Proposal in writing. Email is fine.
Each Proposal is a separate Contract. There is no minimum term, no annual commitment and no automatically renewing retainer. Accepting one piece of work does not commit you to any further work.
Where you engage us on a rolling or pay-as-you-go basis, either of us may end the arrangement under section 14. You pay for the work done up to that point and nothing more.
Where we agree a recurring monthly allocation of time, it is bought a month at a time. Unused time does not carry over unless the Proposal says so.

4. What we will do

We will supply the services described in the Proposal with reasonable skill and care, and in accordance with good industry practice.
We will use suitably qualified people. We may change who is assigned, but we remain responsible for the work.
Where a Proposal describes an estimate, it is our honest assessment on the information available and not a fixed price. Fixed prices are described as fixed.
Advice is given on the basis of the information available to us at the time. Decisions about your business remain yours.

5. What we need from you

Give us timely access to the people, sites, systems, data and documents we reasonably need, and a named contact with authority to make decisions.
Make sure the information you give us is accurate and complete so far as you are aware, and tell us promptly if something changes.
Where we work at your premises, provide a safe working environment and tell us about relevant site rules and hazards.
Obtain any consents, licences or permissions needed for us to do the work, including from your own software suppliers.
If we are delayed or incur extra cost because these are not met, we may adjust the timetable and charge for the additional time at our standard rates. We will tell you before we do.

6. Charges and payment

All charges are in pounds sterling (GBP) and exclusive of VAT, which we add at the prevailing rate where applicable.
Work is charged either on a time-and-materials basis at the rates in the Proposal, or at a fixed price for a defined scope, as the Proposal states.
We invoice time-and-materials work monthly in arrears, and fixed-price work on the milestones in the Proposal. Short pieces of work may be invoiced on completion.
Invoices are payable within 14 days of the invoice date, by bank transfer to the account shown on the invoice.
Expenses — travel, accommodation, subsistence and any third-party costs — are charged at cost, and we will agree anything material with you in advance.
If an invoice is not paid on time we may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate, accruing daily from the due date until payment.
If an invoice is more than 14 days overdue we may suspend work on giving you 7 days’ written notice. We are not liable for any consequence of a suspension properly made under this section.
You must pay in full without set-off, deduction or withholding, except as required by law.
Query an invoice within 2 days of receiving it. The undisputed part remains payable on the due date.
We may ask a new customer for payment in advance, or for a deposit, and will say so in the Proposal.
Rates may be reviewed once in any 12-month period. Any change applies only to work agreed after we have told you, never to a fixed price already accepted.

7. Changing the scope

Either of us may propose a change to the scope. We will confirm in writing what it means for the charges and the timetable.
We only proceed with a change once you have agreed it in writing. Nothing is added to an invoice that you have not agreed first.

8. Timetables

Dates in a Proposal are estimates given in good faith. Time is not of the essence unless the Proposal says so expressly.
We will tell you promptly if a date is at risk, and what we suggest doing about it.

9. Intellectual property

On payment in full of all sums due under the relevant Contract, we assign to you all intellectual property rights in the Deliverables created specifically for you under that Contract.
Until payment in full, you have a licence to use the Deliverables for evaluation and internal review only.
We keep ownership of our Background IP. Where a Deliverable includes Background IP, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that Deliverable, including the right to modify it and to have a third party do so.
Deliverables may include third-party or open-source components licensed on their own terms. We will identify them and will not knowingly include anything whose licence is incompatible with your intended use.
We may use the general skills, techniques and know-how gained during an engagement on other work, provided we disclose none of your Confidential Information.
You warrant that anything you give us to use does not infringe anyone else’s rights, and you will indemnify us against claims that it does.
We will not name you as a client or describe the work publicly without your written permission.

10. Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for the purposes of the Contract, and disclose it only to those who need it and are bound by equivalent obligations.
This does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law or a regulator.
These obligations continue for 3 years after the Contract ends, and indefinitely for anything that is a trade secret.

11. Data protection

Both of us will comply with the UK GDPR, the Data Protection Act 2018 and related legislation.
Where we process personal data on your behalf, you are the controller and we are the processor. We will process it only on your documented instructions, keep it secure, impose equivalent terms on any sub-processor, help you with data subject requests and security obligations so far as reasonable, and delete or return it at the end of the engagement unless we must keep it by law.
Where an engagement involves personal data at any scale, we will agree a data processing schedule setting out the subject matter, duration, nature, purpose, categories of data and categories of data subject, as Article 28 requires.
Our own handling of personal data as a controller is described in our privacy notice.

12. Warranties

We warrant that the services will be performed with reasonable skill and care.
We warrant that for 30 days after delivery, software Deliverables will materially perform the functions described in the Proposal when used as intended in the agreed environment. If they do not, we will correct or re-perform at our cost. That is your sole remedy under this warranty.
The warranty does not cover defects caused by changes made by anyone other than us, use outside the agreed environment, faults in third-party software or infrastructure, or your failure to follow reasonable instructions.
We do not warrant that software will be free from all defects or that it will operate without interruption. No software of any complexity is.
Except as set out in the Contract, all terms implied by statute or common law are excluded to the fullest extent the law allows.

13. Our liability

Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, or for anything else that cannot lawfully be limited.
Subject to that, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for loss of profit, revenue, business, contracts, goodwill or anticipated savings, for loss or corruption of data, or for any indirect or consequential loss.
Subject to section 13.1, our total liability under or in connection with a Contract is limited to the total charges paid and payable by you under that Contract in the 12 months before the event giving rise to the claim.
You are responsible for maintaining your own backups of data and systems, and for appropriate insurance for your business.
Any claim must be notified to us in writing within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
This section survives termination.

14. Ending an engagement

A Contract runs until the services under it are complete. There is no minimum term and no notice period beyond what this section says.
Either of us may end a Contract for convenience on 14 days’ written notice. You then pay for work done up to the end of the notice period, together with any third-party commitments we have properly incurred and cannot cancel.
Either of us may end a Contract immediately if the other commits a material breach and does not remedy it within 14 days of written notice, or becomes insolvent, enters administration or ceases to trade.
Ending a Contract does not affect rights that have already accrued, including our right to be paid for work already done.
Sections 9, 10, 11, 13, 15 and 21 survive termination.

15. Handover

Whenever a Contract ends, and provided all sums due have been paid, we will hand over the Deliverables, source code, infrastructure definitions, credentials and reasonable documentation in a usable form.
We will provide reasonable handover assistance at our standard rates if you ask, so that your own team or another supplier can take the work on. We do not make leaving difficult.

16. Staff

Neither of us will solicit or employ anyone the other has engaged on the work while a Contract is running, or for 6 months afterwards, without the other’s written consent.
This does not prevent either of us hiring someone who responds to a general advertisement not directed at them.

17. Subcontractors and assignment

We may use subcontractors or associates, and remain fully responsible for their work and their compliance with these Terms.
Neither of us may assign or transfer a Contract without the other’s written consent, which will not be unreasonably withheld. Either of us may assign to a group company or to a buyer of substantially the whole business.

18. Events outside our control

Neither of us is liable for a failure or delay caused by something beyond our reasonable control, including industrial action, failure of utilities or transport networks, epidemic, government restriction, or failure of a third-party network or hosting provider.
The affected party will tell the other promptly and take reasonable steps to reduce the impact. If the event continues for more than 30 days, either of us may end the affected Contract on written notice.

19. Notices

Notices must be in writing and sent to the addresses in the Proposal. Email is acceptable for everything except notice of termination or of a claim, which must also be sent by post to the registered office.
An email notice is treated as received on the next Business Day after sending, unless an error message is received.

20. General

The Contract is the entire agreement between us on its subject matter and replaces any earlier discussion. Neither of us relies on any statement not set out in it, though nothing limits liability for fraudulent misrepresentation.
A variation is effective only if agreed in writing by both of us.
A delay in enforcing a right is not a waiver of it.
If a provision is found unenforceable, the rest continues in force and the provision is modified to the minimum extent needed to make it enforceable.
Nothing creates a partnership, joint venture or employment relationship, and neither of us may bind the other.
A person who is not a party has no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999.

21. Governing law and jurisdiction

The Contract, and any dispute arising out of or in connection with it including non-contractual disputes, is governed by the law of England and Wales.
The courts of England and Wales have exclusive jurisdiction.
Before starting proceedings, we will each try in good faith to resolve the dispute through discussion between senior representatives, and will consider mediation. This does not prevent either of us seeking urgent interim relief.

Last updated: August 2026. Questions about this page? Email hello@stratoflow.co.uk or call +44 (0) 330 520 2004.