Terms & Conditions

Effective Date: 01-01-2020 Company: XoftClick (“XoftClick”, “Company”, “we”, “our”, “us”) Website: https://xoftclick.com Jurisdiction: United Kingdom

These Terms & Conditions (“Terms”) govern your access to and use of our website and professional services, including web design & development, software development, UI/UX, branding, consulting, and digital marketing (collectively, the “Services”).

By engaging XoftClick, you (“Client”, “you”) agree to be legally bound by these Terms.

1. Scope of Services

• Services are defined in a written proposal, quotation, or Statement of Work (SOW)
• Any work outside scope will be billed separately
• We reserve the right to decline or discontinue services at our discretion

2. Commercial Terms & Payments

• Standard structure unless otherwise agreed:
  • 50% upfront (non-refundable)
  • 50% prior to final delivery
• Invoices are payable within 7 days
• Late payments:
  • Interest up to 8% per annum above Bank of England base rate (or max allowed)
  • Service suspension rights

3. Refund Policy

• All advance payments are non-refundable
• No refunds for:
  • Work already completed
  • Reserved time/resources
  • Approved milestones

4. Change Management

• Any changes require written approval
• May affect pricing and timelines

5. Intellectual Property

Client Ownership

• Granted upon full payment of all invoices

XoftClick Retained Rights

• Tools, frameworks, reusable components, and methodologies remain our property

Portfolio Use

• We may showcase work unless otherwise agreed under NDA

6. Confidentiality & NDA

• Both parties agree to strict confidentiality
• Enterprise clients may request a separate NDA
• Obligations survive termination

7. Data Protection & GDPR

• We comply with UK GDPR and Data Protection Act 2018
• Where required, a Data Processing Agreement (DPA) will be executed
• Client is the Data Controller; XoftClick acts as Data Processor (where applicable)

8. Service Levels (SLA)

Unless otherwise agreed:

• Business hours: Mon–Fri (UK time)
• Response times:
  • Critical: 4–8 hours
  • Standard: 24–48 hours
• No guaranteed uptime or performance unless defined in SLA

9. Third-Party Services

• We are not liable for third-party tools, APIs, plugins, or platforms
• Client must comply with third-party terms

10. Warranties Disclaimer

• Services are provided “as is” and “as available”
• No guarantees on:
  • Revenue or ROI
  • SEO rankings
  • Continuous error-free operation

11. Limitation of Liability

To the maximum extent permitted under UK law:

• We are not liable for:
  • Indirect or consequential losses
  • Loss of profit, business, or data
• Liability cap: total fees paid in last 3 months

12. Indemnity

Client agrees to indemnify XoftClick against claims arising from:

• Client content
• Legal violations
• IP infringement

13. Non-Solicitation & Non-Circumvention

13.1 Non-Solicitation

• During the term of engagement and for 12 months after termination, the Client agrees not to:
  • Directly or indirectly solicit, hire, or engage any employee, contractor, or representative of XoftClick
  • Encourage any such individual to leave XoftClick
• This restriction applies regardless of whether the individual was directly involved in the Client’s project

13.2 Non-Circumvention

• The Client agrees not to bypass, avoid, or circumvent XoftClick to:
  • Directly engage any employee, contractor, vendor, or partner introduced or involved through XoftClick
  • Enter into any business arrangement that undermines XoftClick’s commercial interests
• This applies during the engagement and for 12 months thereafter

13.3 Remedies

• In case of breach, the Client agrees to pay:
  • A recruitment/liquidated damages fee equal to 6 months of the individual’s gross compensation, OR
  • The total value of the circumvented contract, whichever is higher, subject to enforceability under applicable law

14. Termination

• Either party may terminate with written notice
• On termination:
  • All dues become immediately payable
  • Work completed will be invoiced

14. Force Majeure

We are not liable for delays due to events beyond reasonable control

15. Dispute Resolution & Arbitration

• Parties agree to first attempt good-faith negotiation
• If unresolved:
  • Disputes shall be resolved via binding arbitration in the UK
• Courts of England & Wales have fallback jurisdiction

16. Governing Law

These Terms are governed by the laws of England and Wales

17. Amendments

We may revise these Terms at any time

18. Contact

Email: [email protected]