Terms of Service

This website and the services described on it are operated by GRAYBYTE LIMITED, a company registered in England and Wales under company number 17400790, whose registered office is at 128 City Road, London, United Kingdom, EC1V 2NX (we, us, our).

We trade as TradeFlow and operate the website at tradeflowsync.com. You can contact us at hello@tradeflowsync.com.

These terms govern your use of our website and form the basis on which we provide our services. By using this website or engaging us, you accept these terms.

We are a software studio. We design and build custom software — including analytics dashboards, customer relationship management systems, internal tools and system integrations — for business clients. We do not provide financial, investment, legal or accounting advice of any kind.

Each piece of work is set out in a separate written proposal, statement of work or order (an engagement document) describing the scope, deliverables, timetable and fees.

An engagement is formed only when we confirm it in writing. Nothing on this website is an offer capable of acceptance, and estimates and indicative timelines are not binding until confirmed in an engagement document.

If there is any conflict, the engagement document takes precedence over these terms for that engagement. Any terms you seek to impose, including terms printed on a purchase order, do not apply unless we agree to them in writing.

To let us do the work, you agree to:

• provide accurate information, materials, content and access to systems, accounts and people in good time
• give timely decisions and feedback, and nominate someone authorised to approve work on your behalf
• ensure you hold all rights and licences needed for any material you supply to us
• keep your own credentials secure and comply with applicable law

Where delay or an omission on your side affects our timetable or costs, timescales adjust accordingly and we may charge for the additional time reasonably incurred.

Either of us may propose a change to an agreed scope. A change takes effect only once both of us have agreed it in writing, including any effect on fees and timetable. We will not absorb material changes silently, and we will not carry out extra work and invoice you for it without agreement.

• Fees, the payment schedule and any expenses are set out in the engagement document.
• All amounts are exclusive of VAT, which we will add at the applicable rate where it is chargeable.
• Unless the engagement document says otherwise, invoices are due within 14 days of the invoice date.
• Retainers are invoiced in advance for each period. Unused capacity in a period does not roll over unless expressly agreed.
• We may charge interest on late payment at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend work on notice while an undisputed invoice remains unpaid.
• Third-party costs — hosting, domains, licences and similar — are your responsibility unless the engagement document says otherwise.

On payment in full of all sums due under an engagement, we assign to you the intellectual property rights in the deliverables created specifically for you under that engagement.

We retain ownership of anything that existed before the engagement or that we develop independently of it, including our know-how, tools, libraries, frameworks and generic components (our background IP). Where background IP is embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that deliverable.

Deliverables may incorporate third-party or open-source components licensed under their own terms. Those terms continue to apply, and we will tell you about any that materially restrict your use.

Until payment in full, any licence to use the deliverables is conditional and revocable.

We will not publish your name, logo, screenshots of your software or any description of the work without your prior written consent. If you give consent, you may withdraw it for future use at any time by writing to us.

Each of us may receive confidential information belonging to the other. Neither of us will use the other's confidential information except to perform the engagement, or disclose it except to people who need it and are under equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law or a regulator.

Where we process personal data on your behalf in the course of an engagement, you are the controller and we are the processor, and we will enter into a written data processing agreement meeting the requirements of Article 28 of the UK GDPR before that processing begins.

Our own handling of personal data — for example enquiries made through this website — is described in our Privacy Policy.

We warrant that we will perform the services with reasonable care and skill, and that the deliverables will materially conform to the agreed specification for 30 days after acceptance.

If a deliverable does not meet that standard and you tell us within that period, we will correct it at our cost. That is your exclusive remedy for a defect, and the warranty does not cover problems caused by changes made by anyone other than us, misuse, or third-party services outside our control.

Beyond this, and to the fullest extent permitted by law, all terms implied by statute or common law are excluded. We do not warrant that software will be free from all defects or that operation will be uninterrupted.

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to that, and to the fullest extent permitted by law:

• neither of us is liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of or corruption of data, or any indirect or consequential loss; and
• our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you under that engagement in the 12 months before the event giving rise to the claim.

You are responsible for maintaining your own backups of your data and systems.

Either of us may terminate an engagement on 30 days' written notice, or immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.

On termination you must pay for all work performed and costs committed up to the termination date. Where you have paid in full for work completed, we will hand over the deliverables produced up to that point together with reasonable documentation.

Clauses that by their nature should survive termination — including intellectual property, confidentiality, liability and governing law — continue to apply.

You may not misuse this website. In particular you must not attempt to gain unauthorised access to it, introduce malicious code, interfere with its operation, or scrape or reproduce its content other than for your own internal reference.

The content of this website is provided for general information. It does not constitute advice and must not be relied on as such.

Neither of us is liable for failure or delay caused by events beyond reasonable control. If such an event continues for more than 30 days, either of us may terminate the affected engagement on written notice.

We may use subcontractors, and we remain responsible for their work as if it were our own. Neither of us may assign or transfer an engagement without the other's written consent, which will not be unreasonably withheld.

• These terms together with the relevant engagement document form the entire agreement between us and replace any earlier discussions.
• A variation is effective only if made in writing and agreed by both of us.
• A delay in enforcing a right is not a waiver of it.
• If any provision is found to be unenforceable, the rest continues to apply.
• Nothing in these terms creates a partnership, joint venture or employment relationship.
• A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.

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

Each of us irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

We may update these terms from time to time by posting a revised version on this page and updating the date above. The version in force when an engagement is confirmed governs that engagement.

Questions about these terms should be sent to hello@tradeflowsync.com, or in writing to GRAYBYTE LIMITED at 128 City Road, London, United Kingdom, EC1V 2NX.