General Terms & Conditions

Software Development Services Agreement — Subscription Engagement Model · Standard Terms & Conditions
J0927 Ltd t/a apochra.ai · Registered in England & Wales · Company No. 16394091

These General Terms and Conditions are incorporated into, and form part of, any Order Form or Statement of Work executed between J0927 Ltd and the Client. They are published here for information; services are supplied only under an Agreement formed by executing an Order Form that references these terms.

Background

(A) J0927 Ltd is a technology company specialising in bespoke software development and AI-enabled application design, build and operation.

(B) The Client wishes to engage J0927 Ltd to provide software development services on a subscription basis in accordance with the terms of this Agreement.

(C) The parties agree that this Agreement, together with any Order Form executed by the parties, governs the provision of all services by J0927 Ltd to the Client.

1.  Definitions and Interpretation

Agreement

These standard terms and conditions together with any Order Form, Statement of Work and Schedule executed by both parties from time to time.

AI Tools

Artificial intelligence models, large language models, machine learning frameworks, automated code generation utilities and associated libraries used by J0927 Ltd in providing the Services.

Background IP

All Intellectual Property Rights owned or licensed by a party prior to or independently of this Agreement, including any improvements or derivatives thereof that are not Developed IP.

Bespoke Deliverable

Any software application, module, integration, codebase, design artefact or other output created by J0927 Ltd specifically for the Client pursuant to an Order Form or Statement of Work.

Change Request

A written request from either party to alter the scope, specification, timeline or cost of a Statement of Work, in the form set out in Schedule 3.

Confidential Information

All information (in whatever form) disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement that is designated as confidential or that ought reasonably to be treated as confidential, excluding information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was already known to the Receiving Party at the time of disclosure; or (iii) is independently developed by the Receiving Party without reference to the Confidential Information.

Data Protection Legislation

The UK GDPR (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018 and any successor legislation, together with guidance and codes of practice issued by the ICO from time to time.

Developed IP

All Intellectual Property Rights in any Bespoke Deliverable or work created specifically for the Client under this Agreement, excluding J0927 Ltd Background IP and Platform IP.

Engagement Stage

A phase of the subscription engagement model as described in Schedule 1 (Launch, Operate & Improve, or Legacy Exit & Modernisation).

Fees

The charges payable by the Client as specified in the Order Form and Schedule 2.

Force Majeure Event

Any event beyond a party's reasonable control, including acts of God, pandemic, civil unrest, government action, cyberattack by third parties, or failure of telecommunications infrastructure.

Initial Term

The minimum subscription period specified in the Order Form, being not less than 3 months unless otherwise agreed in writing.

Intellectual Property Rights

All patents, trade marks, service marks, design rights, copyright (including database rights), trade secrets, know-how and all other intellectual property rights, whether registered or unregistered, subsisting anywhere in the world.

Order Form

A written order document executed by both parties referencing this Agreement and specifying the Engagement Stage, subscription tier, Fees, Initial Term and any applicable Statements of Work.

Personal Data

Has the meaning given in the Data Protection Legislation.

Platform IP

J0927 Ltd's proprietary frameworks, AI tooling, development methodologies, templates, libraries and other reusable components utilised in delivering the Services, whether pre-existing or developed independently of a specific Client engagement.

Services

The software development, design, deployment, support and associated services described in the applicable Engagement Stage and Order Form, as further particularised in any Statement of Work.

Statement of Work (SOW)

A document executed by both parties that describes in detail the scope, deliverables, acceptance criteria, timeline and any specific terms applicable to a particular piece of work within an Engagement Stage.

Subscription Fee

The recurring monthly fee payable for the applicable subscription tier as set out in Schedule 2.

Term

The duration of this Agreement, commencing on the Effective Date and continuing until terminated in accordance with clause 14.

1.2In this Agreement, unless the context otherwise requires:

• the singular includes the plural and vice versa;
• a reference to a statute or statutory provision includes any amendment, re-enactment or subordinate legislation made under it;
• headings are for convenience only and do not affect interpretation;
• "including" and "in particular" are illustrative and shall not limit the generality of any preceding words;
• "writing" includes email where specified as an acceptable form in this Agreement.

2.  Engagement and Order Process

2.1This Agreement governs all engagements between J0927 Ltd and the Client. Each engagement is initiated by the parties executing an Order Form which incorporates these terms. In the event of conflict, the Order Form prevails, followed by any Statement of Work, followed by these terms.

2.2The Client may engage J0927 Ltd across one or more Engagement Stages as described in Schedule 1. Each Engagement Stage may be entered independently without commitment to a subsequent stage.

2.3Where a Statement of Work is required, J0927 Ltd will prepare a draft SOW within 10 Business Days of the parties agreeing the outline scope. The SOW will specify deliverables, acceptance criteria, milestones and any stage-specific commercial terms. The SOW shall have no effect until signed by authorised representatives of both parties.

2.4J0927 Ltd may engage subcontractors and AI Tools in delivering the Services without prior approval from the Client, provided that: (a) J0927 Ltd remains responsible for the acts and omissions of its subcontractors; and (b) J0927 Ltd shall not subcontract delivery of the whole of the Services without the Client's prior written consent.

3.  Subscription Model and Service Tiers

3.1Where the Client subscribes to the Operate & Improve Engagement Stage, the Client shall select one of the subscription tiers set out in Schedule 2. The subscription entitles the Client to the capacity and services described for that tier during each monthly subscription period.

3.2Unused capacity within a monthly subscription period does not roll over to the following period and shall not give rise to any credit or refund, except as expressly agreed in writing.

3.3The Client may request an upgrade to a higher subscription tier at any time by giving written notice to J0927 Ltd. The upgraded tier will take effect and be charged from the next billing date following J0927 Ltd's written acceptance.

3.4Downgrade to a lower subscription tier requires a minimum of 30 days' prior written notice and shall take effect at the end of the then-current subscription month, subject to the minimum commitment periods in Schedule 2.

3.5J0927 Ltd will use reasonable endeavours to deliver work within the capacity described in the applicable tier. Where the Client requests work that exceeds subscription capacity in any given month, J0927 Ltd will notify the Client and the parties will agree in writing whether to defer work, increase capacity on a temporary basis, or proceed by way of a separate Statement of Work at J0927 Ltd's then-current day rates.

3.6The parties acknowledge that the Enterprise Bridge tier is intended as a transitional arrangement, ordinarily for a period of 6 to 12 months, after which the parties will review the Client's position with a view to transitioning to either the Growth tier or a Legacy Exit & Modernisation programme.

4.  Fees, Invoicing and Payment

4.1The Client shall pay the Fees in the amounts and at the times set out in the Order Form and Schedule 2.

4.2Subscription Fees are payable monthly in advance by BACS or such other method as the parties agree in writing. J0927 Ltd will issue an invoice on or before the first day of each subscription month.

4.3One-off fees for the Launch phase and any Legacy Assessment are payable as follows: 50% upon execution of the Order Form and 50% upon delivery of the agreed Bespoke Deliverable or assessment report, unless otherwise specified in the Order Form.

4.4All Fees are stated exclusive of VAT, which shall be added at the applicable rate and is payable by the Client.

4.5Invoices are due and payable within 14 days of the invoice date. Time for payment is of the essence.

4.6Without prejudice to any other right or remedy, if the Client fails to pay any undisputed sum by the due date, J0927 Ltd may:

• charge statutory interest on the overdue amount pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% per annum above the Bank of England base rate from the due date until actual payment; and
• suspend provision of the Services on 7 days' written notice until full payment is received, without liability to the Client.

4.7J0927 Ltd may review and increase Fees annually on each anniversary of the Effective Date by giving not less than 60 days' written notice. Any increase shall not exceed the higher of (a) the percentage increase in the Consumer Price Index over the preceding 12 months, or (b) 5%. The Client may terminate the Agreement with 30 days' written notice if it does not accept an increase exceeding the CPI figure.

4.8All amounts payable under this Agreement are non-refundable unless expressly stated otherwise.

5.  Scope Management and Change Control

5.1Any change to the scope of a Statement of Work must be made through the Change Request process set out in this clause 5 and Schedule 3.

5.2Either party may submit a Change Request in writing. J0927 Ltd will assess the Change Request and provide a written impact assessment (covering cost, timeline and resource implications) within 5 Business Days.

5.3A Change Request will only take effect once signed by authorised representatives of both parties. Neither party is obliged to agree a Change Request.

5.4Where the Client instructs J0927 Ltd to proceed with changed work prior to agreement of a formal Change Request, J0927 Ltd shall be entitled to charge for such work at its then-current day rates and the Client shall not withhold payment on the basis that a Change Request was not completed.

5.5J0927 Ltd reserves the right to propose changes to a SOW where required by reason of technical constraint, regulatory change or matters outside J0927 Ltd's reasonable control.

6.  Delivery and Acceptance

6.1J0927 Ltd will use reasonable endeavours to deliver Bespoke Deliverables in accordance with any milestones specified in the applicable SOW. Timelines are estimates unless expressly stated to be of the essence.

6.2Upon delivery of a Bespoke Deliverable, the Client shall have 10 Business Days (the Acceptance Period) to evaluate the deliverable against the acceptance criteria in the SOW and to notify J0927 Ltd in writing of any material non-conformance, specifying the defects in reasonable detail.

6.3If the Client does not provide written notice of material non-conformance within the Acceptance Period, the Bespoke Deliverable shall be deemed accepted.

6.4Where the Client notifies material non-conformance, J0927 Ltd shall investigate and, within 10 Business Days of receipt of the notice, either: (a) correct the defect and re-deliver; or (b) provide a written plan for correction with a revised timeline. Following re-delivery, the Acceptance Period shall apply afresh.

6.5Acceptance shall not be unreasonably withheld or delayed. The Client shall not withhold acceptance on the basis of defects that are minor, cosmetic or not materially impairing use of the deliverable, but shall raise these as snagging items to be addressed in the next development cycle.

6.6Risk of loss or corruption of delivered software passes to the Client upon acceptance or deemed acceptance.

7.  Intellectual Property Rights

7.1Background IP: Each party retains all rights in its Background IP. Nothing in this Agreement transfers ownership of Background IP.

7.2Platform IP: J0927 Ltd retains all Intellectual Property Rights in the Platform IP. J0927 Ltd grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Platform IP solely to the extent embedded in or necessary to operate any Bespoke Deliverable provided to the Client under this Agreement, for the duration of the Agreement. This licence terminates upon expiry or termination of the Agreement.

7.3Developed IP: Subject to clauses 7.4 and 7.5 and full payment of all Fees, upon acceptance of the relevant Bespoke Deliverable, J0927 Ltd assigns to the Client all Developed IP created specifically for that deliverable, with the right to sub-license.

7.4The assignment in clause 7.3 shall not take effect until all outstanding Fees have been paid in full. Pending payment, J0927 Ltd grants the Client a limited, revocable licence to use the Bespoke Deliverable for internal business purposes only.

7.5Where a Bespoke Deliverable incorporates AI-generated content or code, the parties acknowledge that the intellectual property status of such content may be uncertain under applicable law. J0927 Ltd will use reasonable endeavours to ensure that AI-generated elements do not infringe third-party rights and will notify the Client where significant portions of a deliverable are AI-generated. J0927 Ltd makes no warranty that AI-generated content will attract copyright protection in the Client's favour.

7.6Third-party components: Where a deliverable incorporates open-source software or licensed third-party components, J0927 Ltd will identify these to the Client and the Client's use of such components shall be subject to the applicable open-source or third-party licences.

7.7The Client grants J0927 Ltd a non-exclusive licence during the Term to use the Client's data, content and systems to the extent necessary to perform the Services.

8.  Confidentiality

8.1Each party shall keep the other's Confidential Information strictly confidential and shall not disclose it to any third party without the Disclosing Party's prior written consent, except as permitted by clause 8.2.

8.2A Receiving Party may disclose Confidential Information: (a) to its employees, contractors and professional advisers who have a need to know it for the purposes of this Agreement and who are bound by equivalent confidentiality obligations; (b) to the extent required by law, regulation or order of a competent authority, provided that the Receiving Party gives the Disclosing Party as much prior notice as is practicable and cooperates with any attempt to seek a protective order.

8.3Each party shall use the other's Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.

8.4The obligations in this clause 8 shall survive termination or expiry of this Agreement for a period of 5 years.

8.5Neither party shall use the other's name, logo or branding in any marketing or public-facing material without the other's prior written consent, save that J0927 Ltd may list the Client as a client reference on its website and in sales materials unless the Client has expressly requested otherwise in writing.

9.  Data Protection

9.1Each party shall comply with its obligations under the Data Protection Legislation in connection with this Agreement.

9.2For the purposes of any processing of Personal Data by J0927 Ltd on behalf of the Client in connection with the Services, the Client is the controller and J0927 Ltd is the processor (as those terms are defined in the Data Protection Legislation). In such circumstances, J0927 Ltd shall:

• process Personal Data only on documented instructions from the Client, unless required to do so by applicable law;
• implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction or damage;
• not engage a sub-processor without the Client's prior written authorisation;
• assist the Client in meeting its obligations under the Data Protection Legislation, including in relation to data subject rights, security, breach notification, data protection impact assessments and prior consultation;
• delete or return all Personal Data at the Client's election upon termination of this Agreement, unless retention is required by applicable law;
• make available all information necessary to demonstrate compliance with this clause 9 and permit audits conducted by the Client or a mandated auditor on reasonable notice.

9.3Where J0927 Ltd processes Personal Data as a controller in its own right (for example, contact and billing data), it shall do so in accordance with its published privacy policy.

9.4The parties will enter into a data processing agreement in the form prescribed by applicable law if required by the nature of the Services.

10.  Warranties

10.1J0927 Ltd warrants that:

• it has the right, power and authority to enter into and perform this Agreement;
• the Services will be provided with reasonable skill and care in accordance with good industry practice;
• to the best of its knowledge, the Bespoke Deliverables will not, at the time of delivery, infringe the Intellectual Property Rights of any third party (excluding AI-generated content, which is addressed in clause 7.5);
• it will comply with all applicable laws in the performance of its obligations under this Agreement.

10.2The Client warrants that:

• it has the right, power and authority to enter into and perform this Agreement;
• any materials, data or content it provides to J0927 Ltd will not infringe the Intellectual Property Rights of any third party and may lawfully be used by J0927 Ltd for the purposes of providing the Services;
• it will comply with all applicable laws in connection with its use of the Services and Bespoke Deliverables.

10.3Except as expressly set out in this Agreement, all warranties, conditions and representations (whether express, implied, statutory or otherwise) are excluded to the fullest extent permitted by law, including any implied warranties of satisfactory quality, fitness for purpose or non-infringement.

10.4J0927 Ltd does not warrant that the Services or Bespoke Deliverables will be uninterrupted, error-free or free from security vulnerabilities, or that the use of AI Tools will produce consistent, complete or commercially suitable outputs in all circumstances.

11.  Limitation of Liability

11.1Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded.

11.2Subject to clause 11.1, J0927 Ltd's total aggregate liability to the Client in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with this Agreement in any 12-month period shall not exceed the total Fees paid or payable by the Client in the 12 months immediately preceding the event giving rise to the claim.

11.3Subject to clause 11.1, neither party shall be liable to the other for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or goodwill; (d) loss of anticipated savings; (e) loss of data or corruption of data (beyond reasonable recovery costs); (f) indirect or consequential loss, even if advised of the possibility of such losses.

11.4The Client acknowledges that Fees reflect the allocation of risk in this Agreement. The Client is responsible for independently testing and validating all Bespoke Deliverables prior to use in production environments.

11.5J0927 Ltd shall not be liable for any loss or damage arising from: (a) the Client's failure to follow J0927 Ltd's reasonable instructions regarding use of the Services; (b) the Client's modification of any Bespoke Deliverable without J0927 Ltd's prior written consent; (c) the Client's use of any Bespoke Deliverable in combination with any product, service or system not approved by J0927 Ltd; or (d) inaccurate, incomplete or misleading information provided by the Client.

12.  Indemnity

12.1The Client shall indemnify, defend and hold harmless J0927 Ltd and its officers, employees and subcontractors from and against any claims, liabilities, damages, costs and expenses (including reasonable legal costs) arising from: (a) the Client's breach of clause 10.2; or (b) the Client's modification of a Bespoke Deliverable in breach of this Agreement; or (c) the Client's use of the Services in a manner that infringes the rights of any third party.

12.2J0927 Ltd shall indemnify, defend and hold harmless the Client from and against any third-party claims that the Bespoke Deliverables (excluding AI-generated content and third-party components) infringe that third party's UK Intellectual Property Rights, provided the Client: (a) notifies J0927 Ltd promptly in writing; (b) gives J0927 Ltd sole conduct of the defence and settlement; and (c) provides reasonable assistance to J0927 Ltd.

13.  Force Majeure

13.1Neither party shall be liable for any failure or delay in performing its obligations to the extent caused by a Force Majeure Event, provided the affected party: (a) notifies the other party as soon as reasonably practicable; (b) takes reasonable steps to mitigate the effects; and (c) resumes performance as soon as the Force Majeure Event ceases.

13.2If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the Agreement on 14 days' written notice without liability (other than for Fees accrued prior to suspension).

14.  Term and Termination

14.1This Agreement commences on the Effective Date and continues until terminated in accordance with this clause 14.

14.2The Client's subscription shall continue for the Initial Term and shall thereafter renew automatically for successive monthly periods unless either party gives the other not less than 30 days' written notice prior to the end of the then-current subscription period.

14.3Either party may terminate this Agreement immediately on written notice if the other party:

• commits a material breach of this Agreement that is incapable of remedy;
• commits a material breach of this Agreement that is capable of remedy but fails to remedy it within 30 days of receiving written notice requiring it to do so;
• is subject to an insolvency event (including but not limited to administration, liquidation, receivership, a company voluntary arrangement, or becoming unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986).

14.4J0927 Ltd may terminate this Agreement or suspend the Services on 7 days' written notice if the Client fails to pay any undisputed invoice and such failure continues for 14 days after the due date.

14.5On termination or expiry of this Agreement for any reason:

• all licences granted under this Agreement terminate (subject to clause 7.3 where the assignment of Developed IP has been completed and all Fees paid);
• each party shall promptly return or destroy the other's Confidential Information, save to the extent required to be retained by law;
• accrued rights, liabilities and remedies of either party are unaffected;
• clauses that by their nature are intended to survive (including clauses 7, 8, 9, 11, 12 and 16) shall continue in force.

14.6Termination shall not entitle the Client to any refund of prepaid Subscription Fees unless J0927 Ltd terminates for its own convenience, in which case J0927 Ltd shall refund a pro-rated portion of the monthly fee for the unused portion of the current subscription month.

15.  Escalation and Dispute Resolution

15.1If a dispute arises in connection with this Agreement, the parties shall first attempt to resolve it by good-faith discussion between senior representatives within 20 Business Days of written notification of the dispute.

15.2If the dispute is not resolved pursuant to clause 15.1, either party may refer the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR) in London. The parties will share the mediator's costs equally.

15.3Nothing in this clause 15 prevents either party from applying to a court for urgent injunctive or other interim relief.

16.  General Provisions

16.1Governing Law & Jurisdiction: This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with English law. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

16.2Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations and understandings. Each party acknowledges it has not relied on any representation not set out in this Agreement.

16.3Variation: No variation of this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties.

16.4Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

16.5Severance: If any provision of this Agreement is found by a court to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable; all other provisions shall remain in full force.

16.6Assignment: The Client may not assign or transfer any of its rights or obligations under this Agreement without J0927 Ltd's prior written consent. J0927 Ltd may assign this Agreement to any successor entity or purchaser of its business on written notice to the Client.

16.7Notices: Notices under this Agreement shall be in writing and delivered by: (a) hand; (b) first-class post; or (c) email to the addresses specified in the Order Form. Notices are deemed received: (a) at the time of delivery if delivered by hand; (b) two Business Days after posting; or (c) upon confirmation of transmission for email (with read receipt or equivalent).

16.8Third Party Rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

16.9Anti-Bribery: Each party shall comply with all applicable anti-bribery and anti-corruption legislation, including the Bribery Act 2010.

16.10Modern Slavery: Each party shall take reasonable steps to ensure that neither it nor its supply chain engages in any form of modern slavery or human trafficking in breach of the Modern Slavery Act 2015.

16.11Business Days: "Business Day" means any day other than a Saturday, Sunday or public holiday in England and Wales.

16.12Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an original, and together they shall form one agreement. Electronic signatures are acceptable.

Schedules — Engagement Model & Fees

S1All engagements proceed through one or more of the three stages below. Each stage is entered into independently, via an executed Order Form, with no obligation to proceed to a further stage.

Stage 1 — Launch (MVP)

A working, AI-enabled software application addressing a defined business problem. Includes requirements capture and solution design, application build, web-based deployment, controlled iteration during build, and a training and handover walkthrough. Unless otherwise agreed in the Order Form, the Launch stage is a fixed-scope, fixed-price engagement and does not include ongoing support, maintenance or feature development following handover.

Stage 2 — Operate & Improve

Ongoing software development capacity, support, maintenance, monitoring and enhancement services on a rolling monthly subscription basis. Capacity is allocated monthly and prioritised in line with the Client's reasonable instructions within the applicable tier limits, managed through a shared backlog with a monthly activity summary. The Enterprise Bridge tier is a transitional model, formally reviewed at 6 and 12 months with a view to progressing to the Growth tier or moving to a Legacy Exit & Modernisation programme.

Stage 3 — Legacy Exit & Modernisation

Where existing systems, integration complexity or legacy dependency make the subscription model insufficient as a standalone delivery vehicle: a Legacy Assessment (a structured diagnostic engagement mapping the technology estate, assessing risks and defining migration strategy — fixed price per Statement of Work), followed by a Modernisation Programme (executing the agreed strategy, which may include integration, incremental replacement, migration to modern architecture and decommissioning — governed by a separate Statement of Work).

S2All fees are exclusive of VAT, which is added at the applicable rate. J0927 Ltd may update fees in accordance with clause 4.7.

One-off fees

Monthly subscription tiers (Operate & Improve)

S3Included capacity and services for each tier are as described in the applicable Order Form. J0927 Ltd may update service descriptions with 30 days' written notice, provided that material reductions in capacity are treated as a fee variation under clause 4.7.