Client terms

Effective date: 25 September 2026Last updated: 28 September 2026

1. About these terms

OpsForm provides custom web applications, internal systems, booking systems, portals, dashboards, CRM-style tools, spreadsheet replacements, workflow automation, API integrations, AI-assisted business tools, and related support. These terms are the baseline for that work.

If a proposal and these terms conflict, the proposal wins for that project, except that neither document can exclude a liability that UK law does not allow us to exclude. The website terms govern use of opsform.co.uk only.

The contract is with Girgis Ramzi, trading as OpsForm, a sole trader based in Brighton, England. OpsForm is not a limited company. Identity and contact details are on the legal notice.

2. Definitions

• Proposal means the written proposal, statement of work, or support arrangement we both agree, including any written change to it.
• Services means the work described in the proposal: discovery, a prototype, a build, an integration, automation, maintenance, support, or another stated service.
• Deliverables means the software, configuration and documents the proposal says we will supply.
• Bespoke deliverables means deliverables written specifically for your project, excluding OpsForm materials, third-party materials and open-source components.
• OpsForm materials means pre-existing code, generic components, reusable modules, libraries, frameworks, templates, development tooling, design systems, methods, know-how, automation techniques, generic integrations, utilities, and materials developed independently of your bespoke deliverables.
• Client materials means materials, data, trademarks, content and instructions you supply.
• Acceptance checks means the checks described in the proposal, or if none are described, a reasonable check that the agreed workflow behaves as the proposal states.
• Working day means a day other than Saturday, Sunday or a public holiday in England and Wales.

3. Business customers

These terms are for business customers: companies, sole traders acting for business purposes, partnerships, charities, organisations, and other customers buying primarily for their business. OpsForm does not offer this software-development service as a consumer service, and these terms do not include consumer cancellation rights.

Nothing in these terms limits or excludes liability that UK law does not allow to be limited or excluded.

4. How a contract is formed

A contract starts when you accept a proposal in writing (including email) and, if the proposal requires it, any stated first payment has cleared. A call, a planner result, or an exchange of ideas is not acceptance.

Each proposal plus these terms (and the data processing terms, where section 22 says they apply) is a separate contract. We may refuse work, including after an enquiry.

5. Scope

We will perform the services described in the proposal with reasonable care and skill. The proposal should state what is included, what is excluded, the acceptance checks, and any assumption that matters to the price.

If the proposal is silent, the following are outside scope unless we later agree them in writing: new features requested after acceptance of the proposal, large data cleansing, content entry, training beyond a handover the proposal includes, ongoing support after any included correction period, native mobile apps, and third-party fees.

Discovery produces a plan. It does not promise that a later build will go ahead, or that a build price mentioned as a range on the website will be the eventual price.

6. Your responsibilities

You will:

• name a person who can make timely decisions;
• give us the information, examples and feedback the work reasonably needs;
• make sure client materials are accurate and that you have the right to let us use them;
• review deliverables during the acceptance period;
• keep your own copies of data you care about, unless the proposal says we operate backups for you;
• comply with the law that applies to your business and to the personal data you control.

We are not responsible for a delay or a defect caused by information that was materially wrong, or by a decision that did not come when the proposal said it was needed.

7. Access, dependencies and assumptions

Custom software usually depends on things we do not control. Where the work needs them, you will provide, in time:

• access to systems, repositories, hosting, domain and DNS records, and admin accounts;
• API credentials and provider approvals;
• sample or production data you have told us we may use, with a lawful basis for that use;
• decisions on workflow rules that only you know.

The proposal may list assumptions. If a stated assumption is wrong, that is a change under section 9. We will tell you what effect it has on price or time before we do the extra work, unless a delay would create a security or data-loss risk, in which case we will tell you as soon as we reasonably can.

8. Timelines and delays

Dates in a proposal are estimates unless the proposal expressly says a date is a committed deadline. Elapsed time includes your feedback, provider access and data preparation, not only development.

If you delay access, feedback or a dependency, affected dates move by at least the length of the delay, and by any further time we reasonably need to restart the work. We will not be in breach for that. Reserved time that cannot be reused is handled under section 29.

9. Change requests

A change is work that is not in the agreed scope. Either of us may request one. We will say whether it can be quoted separately, deferred, or exchanged for scope that has not yet been built. We will not start chargeable change work until you have agreed the effect on price and time in writing, except for a small change we both treat as included.

New requirements are assessed. They are not absorbed into the original price without agreement.

10. Fees

You will pay the fees in the proposal. Website prices are indicative and do not override a proposal. Fees are in pounds sterling unless the proposal says otherwise. OpsForm is not VAT registered, and these terms do not show a VAT number. Hosting and other third-party charges stay separate unless the proposal includes them.

Fixed fees cover the agreed scope only. Time-based work is charged at the rate in the proposal. Where a proposal uses a published launch rate, that rate is the one stated in the proposal, not a later website change.

11. Invoicing and payment

The proposal states the fee and any milestone split. A proposal can set a different split from the one in this section. If the proposal is silent, this is the split:

• Fixed-price work is 50% before work starts and 50% when the agreed deliverable is accepted, or when the acceptance window ends without a written rejection. The second half is invoiced at that point.
• Time-based work (hourly, half-day, or full-day) is invoiced when the booked time is finished, or monthly if it runs past a month. Those invoices are due 14 days from the invoice date.

This website does not take card payments. Pay by the method on the invoice. If a business invoice is late, section 12 applies.

12. Late payment

If a business invoice is late, we may claim statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2013. Statutory interest is 8 percentage points above the Bank of England base rate, plus a fixed sum of £40, £70 or £100 depending on the size of the debt, and reasonable recovery costs not covered by that fixed sum.

Those rights exist by statute for qualifying business debts. We may also suspend work under section 27. We will not suspend without notice except where the delay is serious.

13. Expenses and third-party costs

Unless the proposal includes them, you pay third-party costs directly or reimburse them. That includes hosting, domain fees, paid API and messaging charges, app-store fees, software licences, and similar provider charges. We will agree travel or unusual expenses before we incur them.

14. Deposits and stage payments

A deposit is part of the fee, held on account. It is not an extra non-refundable charge. Where section 11 or the proposal requires an amount before work starts, we may wait until that amount has cleared. A proposal can set a different split. If the project ends early, the deposit is applied as section 29 describes.

15. Discovery credit

Where the website and the proposal say so, paid discovery is credited in full against the agreed build when you proceed with OpsForm on a qualifying new-build project. The proposal will state whether that project qualifies. The credit is against OpsForm’s build fees, not against third-party costs. If you do not proceed with us, the discovery fee is payment for the discovery work already done and is not refunded, except where section 29 or the law requires otherwise.

16. Acceptance and testing

We will tell you when deliverables are ready for acceptance. You will run the acceptance checks in the proposal and report material failures in writing within the period the proposal states. If the proposal does not state a period, you will do that within a reasonable time. There is no unlimited round of revisions.

A material failure is a failure to meet the agreed acceptance checks, not a request for something new. We will correct confirmed material failures within a reasonable time, at our cost, as part of the original scope.

Deliverables are accepted when you sign them off, or when the acceptance period ends without a material-failure report, or when you use them in production for their intended purpose, whichever is first. Use in a trial that the proposal calls a pilot is not production use.

17. Bugs and new features

During any correction period named in the proposal, we will fix defects in bespoke deliverables that we supplied and that fail the agreed scope, at no extra fee. A defect is behaviour that does not match the proposal. A new feature, a change of workflow, or a change caused by a third party after acceptance, is new work and is quoted.

If the proposal does not name a correction period, we will fix defects that were present at handover and that you report within a reasonable time. After that, fixes are support or new work. New features are not part of an unlimited revision cycle.

We do not promise that software will be error-free.

18. Intellectual property

UK copyright in software stays with the author unless it is assigned in writing. Commissioning work does not, by itself, transfer copyright. The proposal or statement of work can vary this section for a particular project. Any agreed transfer of bespoke rights happens only once the relevant invoices are paid in full.

Bespoke deliverables

Bespoke deliverables are what we create specifically for you. Once all relevant invoices are paid in full, you receive the ownership or licence rights in those bespoke deliverables that the proposal expressly agrees. Until those invoices are paid, we keep those rights and you have no right to use the unpaid deliverables in production. Where the agreed right is an assignment, we will confirm it in writing after payment, because an assignment of copyright needs to be in writing.

What OpsForm keeps

We retain all rights in OpsForm materials. That includes:

• pre-existing code;
• generic components, reusable modules, libraries, frameworks and templates;
• development tooling and design systems;
• methods, know-how and automation techniques;
• generic integrations and utilities;
• materials developed independently of your bespoke deliverables.

We do not assign that underlying reusable material. So that you can use the bespoke deliverables, you receive a non-exclusive licence to use OpsForm materials only as they are embedded in those deliverables, for the business use the proposal describes. You may not extract them to sell, license, or build a competing product. The proposal can narrow or widen that licence. It does not, unless it says so in clear words, give you ownership of the reusable material.

Your materials

You keep your existing data, trademarks, content and other client materials, or they stay with the relevant third party. We do not claim ownership of them. You grant us a licence to use them only to perform the services. You confirm you have the rights you grant.

Open source and third-party software

Third-party and open-source software stays under its own licences. We cannot assign those rights. We will identify material open-source licences in the handover notes. You must comply with them.

19. Hosting, domains, APIs and third parties

The marketing site does not include your application’s hosting. Hosting and deployment are included only when the proposal says so. The proposal should state who owns the hosting account, the domain, and the provider relationship. If it does not, you should be the account owner of the domain and of any production hosting, and we receive the access we need. That default is so you are not locked out of your own system. It can be changed in the proposal.

Integrations work only if the provider offers a suitable API or supported method, and only if accounts, approvals and fees are in place. Outages, price changes, rate limits and term changes at the provider are outside our control. We are not liable for the provider’s service.

Delivered software may depend on third-party APIs, hosting, browsers, operating systems, email, AI, payments, maps and other external systems. We do not guarantee that those services will stay available or behave in the same way. We name a provider in the proposal when that project uses it. A mention on the marketing site is not an included integration, and it does not make us the merchant of record for your customers’ payments.

You are responsible for your own customers’ terms, and for the provider contracts in your name.

20. Artificial intelligence

Some projects use third-party AI services for a bounded task, such as drafting, sorting, extraction or search. AI is included only when the proposal says so.

• The model is provided by a third party, not by OpsForm. Availability, pricing and model behaviour can change or stop.
• Outputs can be wrong, incomplete or biased. You must review outputs that matter before you rely on them, especially where they affect customers, money, or legal rights.
• We do not guarantee accuracy, uniqueness, or that an output is free of third-party rights.
• You must not send confidential or personal information to an AI service unless the proposal and, where we are processor, the data processing terms allow that provider and that data.
• We will follow your written instruction not to use a particular provider.

We do not promise a particular business result from using AI.

21. Confidentiality

Each party will keep the other’s confidential information secret, use it only for the contract, and disclose it only to people who need it and are bound by confidentiality. Confidential information includes business information, credentials, customer data, technical information, commercial information, confidential source code, and other information a reasonable person would understand to be confidential.

This duty does not cover information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law. Where the law allows, the disclosing party will give notice.

The duty lasts while the information remains confidential. Personal data is also protected under section 22 for as long as data protection law requires.

Publicity and portfolio

We have no unrestricted right to expose a confidential client system. We will use an identifiable client name, logo, private screenshot, confidential project information or case-study material only with appropriate permission. We may describe generic capabilities, and we may use a properly debranded demonstration that does not reveal confidential information.

22. Data protection

Each party will comply with UK GDPR and the Data Protection Act 2018 in the role it actually has.

For personal information we collect about you and your colleagues in order to sell, contract and invoice, we are the controller. That is described in the privacy notice.

Where we process personal information about your staff, customers or other individuals on your instructions — for example while building, testing, supporting or hosting a system that holds their data — you are the controller and we are the processor. The privacy notice does not replace a processor contract. The data processing terms apply to that processing and are incorporated into the contract. The proposal should describe the subject matter, duration, nature, purpose, types of data and categories of people, or point to a schedule that does.

You will not ask us to process personal data unlawfully. You will have a lawful basis for the processing you instruct.

23. Security and backups

We will use security measures appropriate to the engagement: access limited to people who need it, sensible handling of secrets, and the controls the proposal lists. We do not promise absolute security, or that a system will be invulnerable.

You are responsible for account security on systems you control, including choosing who is an administrator. Unless the proposal says we operate backups, you are responsible for backups and for testing that you can restore. Even where we operate backups, a backup is a reasonable measure, not a guarantee that every record can be restored.

24. Warranties and disclaimers

We warrant that:

• we will perform the services with reasonable care and skill;
• we have the right to enter the contract;
• to our knowledge, the bespoke deliverables will not knowingly include malware we introduced.

Except for the warranties in this section and rights that the law does not allow us to exclude, the services and deliverables are provided without other warranties. In particular we do not warrant that:

• the software will be error-free or uninterrupted;
• it will meet a business target, revenue figure, or saving that was not written as an acceptance check;
• it will stay compatible with every future change a third party makes;
• security will be absolute;
• AI outputs will be accurate.

The implied term of reasonable care and skill in the Supply of Goods and Services Act 1982 is not excluded.

25. Liability

Nothing in the contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that UK law does not allow us to restrict.

Subject to that, our total liability for a one-off project, whether in contract, tort (including negligence) or otherwise, is limited to 100% of the fees paid or payable under the relevant project or statement of work.

Subject to the first paragraph, our total liability for a recurring service is limited to the fees paid or payable for that recurring service during the 12 months before the event giving rise to the claim.

Subject to the first paragraph, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, or anticipated savings, so far as the law allows that exclusion.

26. Indemnities

You will indemnify us against claims, damages and reasonable legal costs arising from client materials, or from your instruction, infringing someone else’s rights or breaking the law, except to the extent we caused the claim by departing from your materials or instructions.

We will indemnify you against claims that the bespoke deliverables, in the form we supplied, infringe a third party’s UK intellectual property rights. This does not cover claims caused by client materials, open-source or third-party components, modifications you or a third party make, or combinations with systems we did not supply. You will give us prompt notice, reasonable control of the defence, and reasonable help. We may obtain a right to continue, modify the deliverable, or replace it so it stops infringing, without reducing the agreed function in a material way.

These indemnities are subject to section 25. They are a commercial allocation of risk and should be read with your insurance and ours.

27. Suspension

We may suspend the services on written notice if an invoice is overdue, if you are in material breach, or if continuing would create a security, legal, or third-party risk. Where the issue can be fixed, we will say what we need and give you a reasonable chance to fix it before we suspend, unless the risk cannot wait. Fees for work already done remain payable. Dates move by the length of a suspension caused by your breach.

28. Termination

Either party may terminate a proposal by written notice if the other party materially breaches it and does not remedy the breach within the reasonable time stated in a notice that describes the breach. If the breach cannot be remedied, the contract can end on that notice.

Either party may terminate with immediate effect if the other becomes insolvent, enters administration, or cannot pay its debts as they fall due.

You may also end a proposal for convenience under section 29.

On termination we will stop the affected work, you will pay what section 29 requires, and we will, on request and once undisputed fees are paid, hand over the bespoke deliverables then in existence and any client materials we hold. Sections that should survive, including confidentiality, intellectual property, payment, liability and data protection, continue.

29. Cancellation and money already paid

There is no general refund guarantee. This is bespoke business software, not a consumer purchase. If a proposal ends before completion:

• you pay for work properly done, including a fair share of a fixed fee for that work, and for approved third-party costs already incurred;
• the deposit is applied to that amount;
• any unused balance is repaid;
• OpsForm does not charge for work it has not done;
• ending the contract does not by itself create a right to a refund of completed work.

A proposal can set a different split. It does not turn the deposit into an extra non-refundable charge unless it says so in clear words.

Discovery that you do not take forward is payment for the discovery work, as section 15 describes. A defect is handled under section 17, not as an automatic refund of the project.

If you end the contract because we are in material breach, you do not have to pay for work that was not provided. That does not remove a claim for the breach.

30. Maintenance and support

Support after the correction period is either ad-hoc work or an ongoing arrangement, as the proposal or a later support schedule describes. Public information on the site describes ad-hoc development and support arrangements as available models. The price, hours, what is included, and any response target are whatever that document states. A response target is a target, not a guarantee of uptime or of a fix by a particular clock time, unless the document says it is a guarantee.

Support does not include a third party’s outage, except that we will help diagnose it where the support arrangement includes that help. New features are quoted. Either party may end an ongoing support arrangement on the notice period written in it. If none is written, either party may end it on reasonable written notice. Fees for work already properly performed remain payable. We will not charge for a period after the end date.

31. Force majeure

Neither party is in breach for a delay caused by something beyond its reasonable control, such as a widespread infrastructure failure, a change in law, or industrial action not limited to its own staff. The affected party will tell the other and will try to reduce the effect. This does not excuse payment for work already done. If the event continues for more than 60 days, either party may end the affected proposal under section 29, treating it as ending without fault.

32. Subcontracting

We may use employees and subcontractors. We remain responsible for their work under the contract. Where a subcontractor processes personal data, section 22 and the data processing terms apply. You may not subcontract your obligations, except that your staff and professional advisers may help you perform them.

33. Assignment

Neither party may assign the contract without the other’s written consent, not to be unreasonably withheld. We may assign it to a successor of the whole or a substantial part of our business, on written notice, provided your rights are not reduced.

34. Entire agreement

The proposal, these terms, and the data processing terms where they apply, are the entire agreement for that work. They replace earlier discussions about the same scope. Each party agrees it has not relied on a statement that is not in those documents. This does not exclude liability for fraud or fraudulent misrepresentation. Marketing pages, including prices and case studies, are not part of the contract unless the proposal copies them in.

35. Severability, waiver and notices

If a court holds part of the contract unenforceable, the rest stays in force. A delay in enforcing a right is not a waiver. A waiver must be in writing to bind.

Notices under the contract must be in writing, including email, to the addresses in the proposal. Our email for notices is hello@opsform.co.uk until a proposal states another. A notice sent on a working day is treated as received that day if sent before 5pm UK time, otherwise on the next working day. This presumption does not apply if the sender receives an automated failure notice.

A postal address for notices is not published on this page.

36. Governing law and disputes

The contract is governed by the law of England and Wales. The courts of England and Wales have jurisdiction. Girgis Ramzi trades from Brighton, England.

Before issuing proceedings, the parties will try in good faith to resolve a dispute by discussion between people who can settle it. This does not stop a party seeking urgent interim relief, or from raising a late-payment claim.

37. Contact

Contract notices and questions about these terms: hello@opsform.co.uk.