Terms & Conditions

1. Introduction & Acceptance

Welcome to Systems Horizon. We are a UK-focused IT services and software technology company providing software development, website and web application development, mobile applications, artificial intelligence and machine learning solutions, automation services, SaaS product development, enterprise applications and technology consulting to clients ranging from startups to enterprises, both in the United Kingdom and internationally.

These Terms & Conditions ("Terms") govern your use of our website and set out the general framework under which we provide our services. By accessing or using our website, submitting an enquiry, or engaging us to provide services, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our website or our services.

These Terms should be read alongside our Privacy Policy and Cookie Policy, which explain how we handle personal data and how our website uses cookies and similar technologies. You can review or change your consent choices at any time via our cookie settings.

Where you enter into a specific service agreement or statement of work with us, the terms of that document apply to the relevant engagement in addition to, and where stated in place of, these Terms (see Section 5).

2. Definitions

In these Terms, the following expressions have the meanings set out below:

• "Agreement" means the contract between Systems Horizon and a Client for the provision of Services, comprising these Terms together with any applicable service agreement, proposal and Statement of Work.
• "Client" means any individual, company or organisation that engages Systems Horizon to provide Services.
• "Deliverables" means the software, applications, websites, designs, documentation, reports and other outputs created by us for a Client under an Agreement.
• "Services" means the IT, software development, consulting and related services described in Section 4 and specified in any Statement of Work.
• "Statement of Work" or "SoW" means a document agreed in writing between the parties describing the scope, deliverables, timelines, fees and any special terms for a specific engagement.
• "Intellectual Property Rights" means patents, copyright, trade marks, design rights, database rights, rights in software and source code, know-how, trade secrets and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "Client Materials" means all content, data, branding, specifications and other materials supplied to us by or on behalf of a Client.
• "Confidential Information" means any non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in England.
• "Website" means the Systems Horizon website on which these Terms are published, together with its pages and content.

3. Website Usage Rules

You may use our Website for lawful purposes only. When using the Website, or providing information to us through it, you agree that you will not:

• use the Website in any way that breaches applicable law or regulation, or that is fraudulent or has any unlawful purpose or effect;
• attempt to gain unauthorised access to the Website, the servers on which it is hosted, or any connected system, database or network;
• introduce viruses, trojans, worms, logic bombs or other malicious or technologically harmful material;
• use automated tools to scrape, harvest, copy or index the Website or its content other than as permitted by standard search-engine indexing;
• impersonate any person or misrepresent your affiliation with any organisation, including when submitting enquiries;
• reproduce, duplicate, copy or resell any part of the Website or its content in contravention of these Terms; or
• interfere with, damage or disrupt the Website or any software, equipment or network used to provide it.

When you submit information through our contact forms or otherwise, you warrant that the information you provide is accurate, complete and up to date. We may suspend or restrict your access to the Website without notice if we reasonably believe you have breached this Section, and we may report unlawful activity to the relevant authorities.

4. Our Services

Systems Horizon provides a range of technology services, including:

• bespoke software development and enterprise application development;
• website development and web application development;
• mobile application development for iOS and Android;
• artificial intelligence and machine learning solutions;
• business process automation services;
• SaaS product design, development and ongoing support;
• technology consulting, architecture and digital strategy.

Descriptions of our Services on the Website are provided for general information and are indicative only; they do not constitute a contractual offer. The precise scope, deliverables, timelines and fees for any engagement are defined in the individual service agreement, proposal and/or Statement of Work agreed with the Client. We reserve the right to update, refine or discontinue any service offering described on the Website at any time; this will not affect engagements already agreed in writing.

5. Service Agreements & Project Engagement

Engagements typically begin with a written proposal or quotation. Unless otherwise stated, proposals remain valid for 30 days from the date of issue, after which they may be revised or withdrawn. No contract is formed until both parties have agreed the relevant proposal, service agreement or Statement of Work in writing (which may include email confirmation), or we have commenced work at the Client's written request.

Each Statement of Work will normally set out the scope of Services, Deliverables, project phases and milestones, estimated timelines, fees and payment schedule, and any assumptions or dependencies on which the engagement is based.

If there is any conflict or inconsistency between the documents forming an Agreement, the following order of precedence applies, unless expressly stated otherwise:

1. the applicable Statement of Work (for the matters it addresses);
2. the signed service agreement or accepted proposal;
3. these Terms.

6. Client Responsibilities

Successful delivery depends on timely co-operation from the Client. Unless otherwise agreed, the Client shall:

• provide accurate, complete and timely information, content, specifications and feedback reasonably required for the Services;
• review Deliverables and provide approvals or comments within the timescales set out in the relevant SoW (or, if none, within a reasonable period);
• provide access to systems, environments, accounts, personnel and premises where reasonably required, together with appropriate credentials and permissions;
• appoint a suitable point of contact with authority to make decisions on the project;
• ensure that all Client Materials supplied to us are accurate and that the Client owns them or holds all licences, consents and permissions necessary for us to use them in performing the Services; and
• comply with any dependencies or assumptions identified in the Agreement.

Where a delay or failure by the Client (or its third-party suppliers) prevents or delays our performance, we will not be liable for the resulting delay, agreed timelines will be extended by a reasonable period, and we may charge for additional costs reasonably incurred as a result.

7. Payment Terms

Fees and payment schedules are set out in the applicable proposal or Statement of Work. Unless otherwise agreed in writing:

• projects may require a deposit before work commences, with the balance payable against agreed milestones or on completion;
• ongoing or retained services are invoiced monthly in advance or in arrears, as specified in the Agreement;
• invoices are payable within 14 days of the invoice date, in the currency stated on the invoice, without set-off or deduction; and
• all fees are exclusive of VAT and other applicable taxes, which will be added at the prevailing rate where chargeable.

If any undisputed invoice is not paid by its due date, we may charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until payment. We may also, on reasonable written notice, suspend the Services (including access to development, staging or hosted environments under our control) until outstanding amounts are paid. Suspension does not affect the Client's obligation to pay for work already performed, and timelines will be extended to reflect any suspension period.

Deposits are non-refundable except where required by law or expressly agreed otherwise, as they reserve project capacity and fund initial work.

8. Project Scope Changes

Either party may propose a change to the scope of an engagement at any time by submitting a written change request. On receipt of a change request we will assess its impact and provide the Client with a written summary of any effect on the Deliverables, timelines, fees, dependencies and other terms of the Agreement.

No change takes effect until it has been agreed by both parties in writing. Until a change request is agreed, we will continue to perform the Services in accordance with the existing Agreement. Work requested outside the agreed scope that is not covered by an agreed change request may be declined, or charged at our then-current rates with the Client's prior approval.

Minor clarifications and refinements that do not materially affect effort, cost or timeline may be handled informally by agreement between the project contacts, but either party may require a formal change request for any variation.

9. Delivery Timelines & Acceptance

We will use reasonable endeavours to meet the delivery dates set out in an Agreement. Unless expressly stated to be contractual, all dates and durations are good-faith estimates and time of delivery is not of the essence. Timelines assume the Client meets its responsibilities under Section 6 and that agreed dependencies are satisfied.

Acceptance testing

Where an Agreement provides for acceptance testing, the Client shall test each Deliverable against the agreed specification within the acceptance period stated in the SoW or, if none is stated, within 10 Business Days of delivery. The Client shall notify us in writing of any material non-conformity, with sufficient detail for us to reproduce it. We will then correct the non-conformity within a reasonable period and resubmit the Deliverable for re-testing.

Deemed acceptance

A Deliverable is deemed accepted when the Client confirms acceptance in writing; when the acceptance period expires without written notice of a material non-conformity; or when the Client puts the Deliverable to productive or commercial use. Acceptance may not be withheld for minor defects that do not materially affect use; these will be addressed as post-acceptance fixes.

10. Intellectual Property Rights

Our pre-existing IP and tools

We retain all Intellectual Property Rights in materials that we owned or developed before, or independently of, an engagement — including our methodologies, frameworks, code libraries, templates, development tools and know-how ("Background IP"). Where Background IP is incorporated into a Deliverable, we grant the Client a non-exclusive, perpetual, royalty-free licence to use it as part of that Deliverable for the Client's business purposes.

Deliverables

Subject to receipt of full payment of all fees due under the relevant Agreement, and unless the SoW states otherwise, the Intellectual Property Rights in the bespoke elements of the Deliverables are assigned to the Client (or, where assignment is not appropriate — for example for SaaS platforms we continue to operate — licensed to the Client on the terms set out in the SoW). Until full payment is received, all rights in the Deliverables remain with Systems Horizon and the Client's use is conditional and revocable.

Client Materials and portfolio rights

Client Materials remain the property of the Client. The Client grants us a non-exclusive licence to use Client Materials solely for the purpose of performing the Services. Unless the Client requests otherwise in writing, we may identify the Client by name and logo and include a reasonable, non-confidential description and imagery of the completed work in our portfolio, case studies and marketing materials.

Open-source components included in Deliverables remain subject to their own licence terms (see Section 11). Nothing in these Terms transfers ownership of the Website or its content, which remain our property or that of our licensors.

11. Third-Party Services & Materials

Deliverables and Services frequently depend on third-party products and services — for example hosting and cloud platforms, domain registrars, payment gateways, APIs, AI model providers, software licences, plugins and open-source components. The Client acknowledges that:

• third-party services and materials are governed by their own terms, licences and privacy policies, which the Client must review and accept where they apply to the Client;
• fees for third-party services (such as hosting, licences and API usage) are the Client's responsibility unless expressly included in our fees;
• we are not responsible for the acts, omissions, availability, pricing changes, deprecations or failures of third-party providers, although we will use reasonable endeavours to mitigate their impact on a project; and
• open-source software incorporated into Deliverables is provided under, and the Client's use is subject to, the applicable open-source licences; we will use reasonable care to select components with licences compatible with the Client's intended use.

Where we procure third-party services on the Client's behalf, we do so as the Client's agent unless otherwise agreed, and accounts should be registered in the Client's name wherever practicable.

12. Confidentiality

Each party shall keep the other party's Confidential Information confidential, use it only for the purposes of the Agreement, and disclose it only to those of its personnel, contractors and professional advisers who need it for those purposes and who are bound by equivalent confidentiality obligations.

These obligations do not apply to information that: is or becomes publicly available other than through a breach of these Terms; was lawfully known to the receiving party before disclosure; is lawfully received from a third party free of restriction; is independently developed without use of the disclosing party's Confidential Information; or must be disclosed by law, regulation or order of a court or competent authority (in which case the receiving party will, where lawful, give the disclosing party reasonable prior notice).

Confidentiality obligations continue during the Agreement and for five years after its termination or expiry, except in respect of trade secrets, which remain protected for as long as they retain their confidential character.

13. Data Protection & Data Handling

Both parties shall comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018, in connection with the Website and the Services.

Where we collect personal data through the Website — for example when you submit an enquiry — we act as a controller, and our Privacy Policy explains what we collect, why, and your rights, including your right to complain to the Information Commissioner's Office (ICO). Details of the cookies and similar technologies we use are set out in our Cookie Policy, and you can manage your preferences at any time via our cookie settings.

Where we process personal data on behalf of a Client in the course of providing the Services — for example personal data held in a Client's application, database or hosting environment — we act as a processor and the Client acts as controller (or as another processor in a chain). In that case the parties will enter into, or the Agreement will incorporate, data processing terms meeting the requirements of Article 28 UK GDPR, covering the subject matter and duration of processing, the nature and purpose of processing, the types of personal data and categories of data subjects, security measures, sub-processors and international transfers.

Each party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

14. Website Availability & Disclaimers

The Website is provided on an "as is" and "as available" basis. While we take reasonable care to keep the Website accurate, secure and available, we do not warrant that it will be uninterrupted, error-free or free from harmful components, and we may suspend, withdraw or restrict all or part of the Website for maintenance, upgrades or operational reasons, with or without notice. Where practicable, we will schedule planned maintenance outside normal UK business hours.

Content on the Website is provided for general information about Systems Horizon and our Services. It does not constitute professional, technical, legal or financial advice, and you should not rely on it as a substitute for advice tailored to your circumstances. To the extent permitted by law, we exclude all implied conditions, warranties and representations in relation to the Website and its content. Nothing in this Section limits any warranties expressly given in a signed Agreement for the Services.

15. External Links

The Website may contain links to third-party websites, resources and services provided for your convenience and information only. Such links do not imply our endorsement, approval or verification of the linked content. We have no control over third-party websites and accept no responsibility for their content, accuracy, availability, security or privacy practices, or for any loss or damage that may arise from your use of them. We recommend that you review the terms and privacy policies of any third-party site you visit.

16. Limitation of Liability

Nothing in these Terms excludes or limits either party's liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under the law of England and Wales.

Subject to the above, and to the extent permitted by law:

• neither party shall be liable to the other for any indirect or consequential loss, or for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or loss or corruption of data (except to the extent caused by our failure to comply with agreed backup or security obligations), whether arising in contract, tort (including negligence), breach of statutory duty or otherwise;
• our total aggregate liability to a Client arising out of or in connection with an Agreement shall not exceed the total fees paid or payable by the Client under that Agreement in the 12 months preceding the event giving rise to the claim; and
• our total aggregate liability to any visitor arising out of or in connection with the use of the Website (as distinct from the Services) shall not exceed £100.

The parties acknowledge that the fees for the Services reflect this allocation of risk and that these limitations are reasonable. Any claim under an Agreement must be notified in writing within 12 months of the date on which the claimant became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

17. Indemnity

The Client shall indemnify Systems Horizon against all liabilities, costs, expenses, damages and losses (including reasonable legal fees) suffered or incurred by us arising out of or in connection with:

• any claim that Client Materials, or our use of them in accordance with the Agreement, infringe the Intellectual Property Rights or other rights of a third party;
• the Client's use of the Deliverables otherwise than in accordance with the Agreement or applicable law;
• the Client's breach of third-party licence or service terms applicable to the engagement; and
• content, instructions or data supplied by the Client that are unlawful, defamatory or infringing.

This indemnity is conditional on us notifying the Client promptly of the relevant claim, not making any admission without the Client's consent, and giving the Client reasonable co-operation (at the Client's expense) in the conduct of the claim.

18. Termination

Unless a fixed term or notice period is specified in the Agreement, either party may terminate an ongoing engagement by giving at least 30 days' written notice. In addition, either party may terminate an Agreement with immediate effect by written notice if the other party:

• commits a material breach of the Agreement and, where the breach is remediable, fails to remedy it within 14 days of a written request to do so; or
• becomes insolvent, enters administration, liquidation or receivership, makes an arrangement with its creditors, or suffers any analogous event in any jurisdiction.

On termination for any reason: the Client shall pay for all Services performed and expenses properly incurred up to the effective date of termination, including work in progress; each party shall return or securely destroy the other's Confidential Information on request; and any licences conditional on full payment remain conditional until payment is made. Termination does not affect rights and remedies accrued before termination. Provisions which by their nature should survive — including Sections 7, 10, 12, 13, 16, 17, 20 and 21 — continue in force after termination.

19. Force Majeure

Neither party shall be in breach of these Terms or liable for delay or failure to perform its obligations (other than payment obligations) to the extent that the delay or failure results from events or circumstances beyond its reasonable control, including acts of God, flood, fire, epidemic or pandemic, war or terrorism, civil unrest, industrial action, power or telecommunications failure, widespread internet or cloud-platform outages, and acts of government or regulators.

The affected party shall notify the other promptly, use reasonable endeavours to mitigate the effect of the event, and resume performance as soon as reasonably practicable. If a force majeure event continues for more than 60 days, either party may terminate the affected Agreement on written notice, and the Client shall pay for Services performed up to the date of termination.

20. General Provisions

• Entire agreement. These Terms, together with any applicable service agreement, proposal and Statement of Work, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions and understandings. Neither party relies on any statement not set out in the Agreement, but nothing in this clause limits liability for fraudulent misrepresentation.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.
• Waiver. A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.
• Assignment. The Client may not assign or transfer an Agreement without our prior written consent (not to be unreasonably withheld). We may subcontract elements of the Services but remain responsible for our subcontractors' performance.
• Third-party rights. A person who is not a party to an Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
• Notices. Formal notices under an Agreement shall be in writing and sent by email (with confirmation of receipt) to the addresses notified by each party, or by post to the postal address most recently notified in writing by the receiving party.
• Variation. We may update these website Terms from time to time by publishing a revised version on this page with an updated "Last updated" date; continued use of the Website constitutes acceptance of the revised Terms. Variations to a signed Agreement are effective only if agreed in writing by both parties.

21. Governing Law & Jurisdiction

These Terms, any Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, although we remain entitled to bring proceedings against a Client in the Client's country of domicile to protect our Intellectual Property Rights or to recover unpaid sums. Before commencing proceedings, the parties will first attempt in good faith to resolve any dispute through senior-level discussions.

22. Contact Information

If you have any questions about these Terms, an existing engagement, or any aspect of our Services, please contact us:

• Email: info@systemshorizon.com
• Online: via the contact form on our website

We aim to respond to all enquiries within two Business Days. For information about how we handle personal data, please see our Privacy Policy; for information about cookies, please see our Cookie Policy.