Effective Date: 1.7.2023

Version: 4.1

 

By engaging Podium Apps Limited (“Podium”, “we”, “us”, “our”) and/or paying any invoice, you (“Client”, “you”) agree to the following Terms of Service.

1. INTRODUCTION

You are engaging us to provide consulting, design, development, hosting, or support services for your website, application, or digital platform (“Project”).

These terms define ownership, licensing, responsibilities, usage rights, and commercial protections.

1.1 GOOD FAITH & WORKING PRINCIPLES

We enter into every agreement in good faith, with the intention of building long-term, mutually beneficial relationships with our clients.

While this document outlines the legal framework of our engagement, we believe that successful projects are built on trust, transparency, and mutual respect.

As a business, we operate by three simple principles:

1. Don’t tell a lie you don’t have to remember – we value honesty and clear communication at all times.
2. Don’t do something that’s going to hurt someone else – we act with integrity and expect the same in return.
3. No dickheads. We believe in working with good people. Respectful, constructive communication is non-negotiable on both sides.

These principles do not replace the legal terms of this agreement, but set the standard for how we work together day-to-day. Both parties agree to act reasonably and professionally to resolve issues where they arise.

2. DEFINITIONS

• Client – The individual or organisation purchasing services
• Project – The agreed deliverables under a Statement of Work
• Deliverables – Designs, code, systems, documentation, or services
• Software – Any code, systems, or technical architecture developed
• Licence – The right granted to use the Software under defined conditions

3. CLIENT RESPONSIBILITIES

• Provide required assets, access, and information in a timely manner
• Review and approve work within agreed timelines
• Adhere to agreed payment schedules
• Not misuse access or systems provided

Delays caused by the Client may impact timelines and costs.

4. SERVICES & DELIVERABLES

We will provide services as outlined in your Statement of Work, including design, development, hosting, integrations, and support.

All work is delivered based on estimated time unless otherwise agreed.

5. CHANGES & REVISIONS

Additional work outside scope will be billed at our standard hourly rate (£100+VAT). Significant scope changes may require re-estimation.

6. HOSTING & INFRASTRUCTURE

If hosted by us, we will manage server performance, updates, and security. Downtime may occur and is not grounds for liability.

If hosted externally, you assume responsibility for infrastructure and we are not liable for server-related issues.

7. INTELLECTUAL PROPERTY & LICENSING

7.1 OWNERSHIP

Upon full payment, you own your content. We retain full ownership of all Software, code & agency licenses.

7.2 LICENCE GRANT

We grant a non-exclusive, non-transferable, revocable licence to use the Software only for the agreed Project and environment.

7.3 LICENCE RESTRICTIONS

• You may not copy, duplicate, or clone the system
• Transfer to another server without permission
• Reuse code for another project
• Provide access for replication
• Reverse engineer or extract code

These actions constitute a material breach of contract.

7.4 HOSTING & DEPLOYMENT RESTRICTIONS

Licences tied to hosting provided by us will terminate if migrated without approval.

7.5 ADMIN ACCESS

Admin access does not grant ownership or replication rights.

7.6 PREMIUM AGENCY LICENCES

Premium licences remain our property and are valid only while hosted or managed by us unless agreed otherwise.

7.6.1 HOSTING DEPENDENCY

If moved externally, these licences must not be used and must be replaced by the Client.

7.6.2 REVOCATION RIGHTS

We may revoke, rotate, or disable licences at any time if terms are breached or hosting changes.

Continued use of Premium Agency Licences outside of these terms constitutes unauthorised use and may result in additional licensing charges or legal action.

7.6.3 NO TRANSFER

Licences may not be transferred, reused, or extracted.

7.7 LICENCE TERMINATION

Licences terminate immediately upon breach, non-payment, or unauthorised duplication.

7.8 BREACH & DAMAGES

We may invoice, recover damages, or pursue legal remedies including injunctive relief.

8. PAYMENTS

Development invoices are due immediately. Subscription invoices have 7-day terms.

Failure to pay may result in suspension, removal, or revocation of rights.

9. ONGOING SUPPORT

Support is scheduled based on availability. Typical response time is 3 business days, though if something is broken, we consider that priority 1 and will fix immediately.

10. WARRANTY

A 35-day warranty is provided for bug fixes post-launch.

11. LIMITATION OF LIABILITY

We are not liable for indirect or consequential damages including loss of revenue.

12. DATA & SECURITY

We may store data in UK, EU, or US. We are not liable for third-party breaches.

13. DOMAIN NAMES

Domains registered by us remain under our control unless otherwise agreed.

14. TERM & TERMINATION

Minimum contract term is 24 months unless otherwise agreed. 30-day notice applies thereafter.

15. COMPETITION & PORTFOLIO

We may showcase your project and work with competitors.

16. GENERAL

If any clause is invalid, the remainder remains in force. This agreement is governed by UK law.