Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the services provided by ProLogic Software, trading as Projucti ("we", "us", "our"). By engaging our services or using our website, you agree to be bound by these Terms. If you do not agree, please do not use our services.

2. Definitions

• "Client" means any individual or entity that engages ProLogic Software for services.
• "Services" means all software development, AI integration, design, consulting and related services provided by us.
• "Deliverables" means all work product, code, designs, documentation and materials produced as part of our services.
• "Project" means a specific scope of work agreed upon between us and the Client.

3. Services

We provide custom software development services including, but not limited to:

• AI-powered mobile application development (iOS & Android)
• Intelligent web application development
• AI & machine learning model integration
• UI/UX design and prototyping
• API development and third-party integration
• AI strategy and consulting
• Ongoing maintenance and support

The specific scope, timeline and deliverables for each project will be detailed in a separate proposal or statement of work ("SOW").

4. Engagement & Proposals

All projects begin with a formal proposal or SOW which outlines:

• Scope of work and deliverables
• Estimated timelines and milestones
• Pricing and payment schedule
• Technical specifications and requirements

A project is considered accepted once the Client provides written confirmation (including email) and any required initial payment has been received.

5. Payment Terms

• Payment terms will be specified in each project proposal or SOW.
• Unless otherwise agreed, we typically require a deposit before commencing work, with remaining payments tied to project milestones.
• All invoices are payable within 14 days of the invoice date unless otherwise stated.
• We reserve the right to suspend work on any project with outstanding payments exceeding 30 days.
• Late payments may incur interest at 4% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6. Intellectual Property

Intellectual property rights are governed as follows:

• Client IP: All content, data and materials provided by the Client remain the Client's property.
• Deliverable IP: Upon receipt of full payment, intellectual property rights in bespoke deliverables created exclusively for the Client are assigned to the Client.
• Pre-existing IP: We retain ownership of any pre-existing tools, frameworks, libraries, components and AI models used or developed independently. The Client receives a perpetual, non-exclusive licence to use such components within the delivered project.
• Open source: Where open-source software is used, it remains governed by its respective open-source licence.

7. AI & Machine Learning Specific Terms

Where our services include AI or machine learning components:

• Model Performance: AI/ML models are developed based on available training data. We do not guarantee specific accuracy levels, as performance depends on data quality, volume and real-world conditions.
• Data Requirements: The Client is responsible for providing training data that is accurate, lawfully obtained and compliant with applicable data protection laws.
• Ethical AI: We are committed to responsible AI practices and will not knowingly develop systems that discriminate, deceive or cause harm.
• Third-Party AI Services: Where we integrate third-party AI services (e.g. LLM APIs, cloud ML platforms), usage is subject to the respective provider's terms and usage policies.

8. Confidentiality

Both parties agree to keep confidential all proprietary information, trade secrets, business strategies and technical details disclosed during the project. This obligation survives termination of the engagement for a period of 3 years. Confidential information does not include information that is publicly available, independently developed or lawfully received from third parties.

9. Client Responsibilities

To ensure successful project delivery, the Client agrees to:

• Provide timely feedback, approvals and requested materials.
• Designate a primary point of contact for communication.
• Ensure all content and data provided is accurate, lawful and does not infringe third-party rights.
• Provide necessary access to systems, accounts and environments required for development.

Delays caused by the Client in providing the above may result in adjusted timelines and, where applicable, additional charges.

10. Warranties & Limitations

• We warrant that all services will be performed with reasonable care and skill.
• We provide a 30-day warranty period after delivery for bug fixes related to the agreed scope.
• We do not warrant that software will be error-free, uninterrupted or compatible with all third-party systems.
• Our total liability for any claim arising from a project shall not exceed the total fees paid by the Client for that project.
• We shall not be liable for any indirect, incidental, consequential or special damages, including loss of profits, data or business opportunities.

11. Termination

Either party may terminate a project engagement:

• By providing 14 days' written notice to the other party.
• Immediately, if the other party commits a material breach and fails to remedy it within 14 days of written notice.

Upon termination, the Client shall pay for all work completed up to the termination date. All completed deliverables (subject to payment) will be handed over to the Client.

12. Force Majeure

Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including but not limited to natural disasters, pandemics, war, government actions, power failures, internet disruptions or cyber attacks.

13. Dispute Resolution

In the event of any dispute, both parties agree to first attempt resolution through good-faith negotiation. If a resolution cannot be reached within 30 days, the dispute shall be submitted to mediation under the rules of the Centre for Effective Dispute Resolution (CEDR). If mediation fails, either party may pursue legal action in the courts of England and Wales.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the English courts.

15. Amendments

We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. Continued use of our services after changes constitutes acceptance of the revised Terms.

16. Contact

If you have any questions about these Terms, please contact us: