Terms & Conditions

Last updated: December 2025

Last updated: December 2025

These Terms & Conditions (“Terms”) govern your use of codeivy.co.uk (the “Website”) and, where applicable, any services provided by Code Ivy Consulting (“Code Ivy”, “we”, “us”, “our”).

By using the Website, contacting us, or purchasing services, you agree to these Terms.

1) About us

Business name: Code Ivy Consulting
Registered address: 10 Ladyhouse Lane, Berry Brow, Huddersfield, United Kingdom HD4 7QD
Email: admin@codeivy.co.uk
Company number (if applicable): 14969762

2) Website use

You may use this Website for lawful purposes only. You must not:

  • misuse the Website (e.g., hacking, introducing malware, scraping at scale)

  • attempt to gain unauthorised access to systems or data

  • use the Website in a way that violates applicable laws or third-party rights

We may suspend or restrict access to the Website if we reasonably believe you are misusing it.

3) Enquiries and consultations

  • Any information on the Website is for general information and does not constitute professional advice.

  • Booking a consultation does not create a binding contract for services.

  • We may decline enquiries at our discretion (e.g., conflict of interest, scope mismatch, capacity).

4) Service terms (when you purchase work)

These Terms apply to services unless replaced or supplemented by a signed proposal, statement of work (“SOW”), or master services agreement (“MSA”). If there’s a conflict, the signed SOW/MSA takes priority.

4.1 Scope and change control

  • We deliver the work described in the agreed proposal/SOW (“Scope”).

  • Anything not explicitly included is out of scope.

  • Out-of-scope requests may be quoted separately or scheduled as a Phase 2.

  • Changes may affect timelines and fees.

4.2 Client responsibilities

To deliver efficiently, you agree to:

  • provide timely access to required systems, accounts, and information

  • provide content, logos, brand assets, and approvals when requested

  • nominate a single point of contact for decisions

  • ensure any information you provide is accurate and lawful

Delays in approvals or access may extend timelines.

4.3 Delivery timelines

Any delivery timelines are estimates unless explicitly stated as fixed in the SOW. Timelines depend on prompt client input and access.

5) Fees, invoicing, and payment

5.1 Pricing

Fees are as set out in the proposal/SOW. Unless stated otherwise, prices are exclusive of VAT.

5.2 Payment terms (recommended default)

Use a simple model like:

  • 50% upfront to start work

  • 50% on delivery/go-live (or on final handover)

Or for smaller items:

  • 100% upfront for fixed-price website builds.

5.3 Late payments

If payment is overdue, we may pause work until payment is received. We may charge statutory interest and recovery costs in line with the Late Payment of Commercial Debts (Interest) Act 1998.

6) Intellectual property (IP)

6.1 Pre-existing materials

Each party retains ownership of their pre-existing IP (e.g., templates, frameworks, libraries, know-how).

6.2 Deliverables

Upon full payment, you receive a licence (or assignment—choose one) to use the deliverables created specifically for you.

Option A (simpler): Licence

  • We grant you a perpetual, non-exclusive licence to use the deliverables for your business.

Option B (stronger for clients): Assignment

  • We assign to you the IP in the bespoke deliverables, excluding our pre-existing IP and third-party components.

6.3 Third-party components

Some deliverables may include third-party software (e.g., open-source libraries, plugins, APIs). These remain subject to their own licences/terms.

7) Hosting, third-party tools, and accounts

If your solution uses third-party services (e.g., cloud hosting, SMS/email providers, analytics, AI/voice providers):

  • you may need to accept their terms directly

  • availability and performance of third parties is outside our control

  • third-party fees (e.g., SMS costs, API usage) are your responsibility unless agreed otherwise

8) AI Receptionist and automation disclaimer

If we provide AI receptionist / automation functionality:

  • it is designed for administrative and reception workflows, not clinical decision-making

  • it must not be used to provide medical advice or diagnosis

  • you are responsible for approving the content/rules the AI uses (e.g., FAQs, pricing ranges, escalation rules)

  • the AI should be configured to escalate clinical or sensitive queries to human staff

9) Data protection

Where we process personal data:

  • Each party will comply with UK GDPR and the Data Protection Act 2018.

  • If we process personal data on your behalf, we will act as a processor and you will act as controller, and a Data Processing Agreement (DPA) may be required.

  • You are responsible for providing any required privacy notices to your patients/end users for systems you operate.

10) Confidentiality

Both parties agree to keep confidential information private and to use it only for delivering/receiving the services. This does not apply to information that is already public, independently developed, or required to be disclosed by law.

11) Warranty and acceptance

  • We warrant we will provide services with reasonable care and skill.

  • Where an acceptance process is agreed, deliverables are deemed accepted when:

    • you confirm acceptance in writing, or

    • you go live/use the deliverable in production, or

    • days pass after delivery with no material issues raised

12) Support and maintenance

Unless included in the SOW:

  • post-launch support is limited to bug fixes for a defined period (e.g., 30 days)

  • enhancements/new features are quoted separately

  • ongoing maintenance (updates, monitoring, content changes) is available under a separate retainer

13) Cancellations and termination

13.1 Before work starts

You may cancel before work begins. If you paid a deposit, we may retain a reasonable amount to cover admin/prep costs.

13.2 After work starts

If you terminate after work begins:

  • you pay for work completed up to termination (time and materials) or per milestone terms

  • non-refundable third-party costs remain payable

  • we will hand over completed work upon payment of outstanding invoices

13.3 Termination for breach

Either party may terminate if the other materially breaches these Terms and fails to remedy within [14] days of notice.

14) Liability (important)

Nothing in these Terms limits liability for death/personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

Subject to that:

  • We are not liable for indirect/consequential losses (e.g., loss of profits, loss of business, loss of goodwill).

  • Our total liability is limited to the fees paid for the relevant services in the [3/6/12] months before the claim (choose one).

Note: Liability caps should match your risk tolerance and the size of your contracts.

15) Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control (e.g., outages, supplier failures, strikes, pandemics, natural disasters).

16) Changes to these Terms

We may update these Terms from time to time. The latest version will be posted on the Website.

17) Governing law and jurisdiction

These Terms are governed by the laws of England and Wales, and disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.