Terms of Service

1. About these terms

These terms are published by HILLMAY SOFT LTD, a private limited company registered in England and Wales (Company No. 17258087), with registered office at 36 Broad Square, Liverpool, L11 1BS.

By using this website or engaging our services, you agree to these terms. If you are acting on behalf of a company, you confirm that you have authority to bind that company.

These website terms apply to all visitors. Service terms apply to clients who enter into a project engagement with us. Where a signed project contract conflicts with these general terms, the signed contract takes precedence.

2. Website use

• Content on this website is provided for general information only. Nothing on this site constitutes a legally binding offer or guarantee of availability.
• Guide prices and indicative ranges are published as market reference points only. They are not quotes. A binding price is given only in a signed proposal or contract.
• We may update, add or remove content at any time without notice.
• You must not misuse this website — including attempting unauthorised access, introducing malicious code, carrying out denial-of-service attacks, or scraping content in bulk by automated means.
• Links to third-party websites are provided for convenience. We are not responsible for the content or availability of external sites.

3. Development services

• All project scope, fees, milestones and deliverables are defined in a written proposal or statement of work, agreed and signed by both parties before work commences.
• Verbal discussions, emails and estimates prior to contract signature are non-binding.
• Changes to agreed scope are handled through a documented change-control process. We will not carry out out-of-scope work without a written change request agreed by both parties, covering impact on cost and timeline.
• We will perform services with reasonable skill and care, using qualified personnel and appropriate technology for the agreed brief.
• We are not responsible for delays caused by your failure to provide required materials, feedback, approvals or access within agreed timeframes.

4. Payment

• Payment terms are set out in your project contract. The typical structure is a deposit on signature, milestone payments during the project, and a final balance on acceptance.
• Invoices are due within the period stated on the invoice (typically 14 days) unless otherwise agreed in writing.
• We reserve the right to suspend work on projects with overdue invoices after reasonable notice.
• All prices are exclusive of VAT unless stated otherwise. Where VAT is applicable, it will be shown separately on invoices.
• Support retainers are invoiced monthly in advance and are non-refundable for months already commenced.

5. Intellectual property

• Bespoke work: Upon receipt of full payment, all intellectual property rights in bespoke code, designs and content created specifically for your project transfer to you, as confirmed in your project contract.
• Starter products: Where a project is built on one of our starter product foundations (WolfSuite, DenNest, WolfStock, etc.), the bespoke customisations and extensions transfer to you on full payment. The underlying product foundation remains the property of HILLMAY SOFT LTD; you receive a perpetual, royalty-free licence to use it in connection with your project. Specific terms are set out in your contract.
• Third-party components: Open-source libraries, frameworks and tools used in development remain under their respective licences. We document all third-party dependencies in the project handover pack.
• General know-how: We retain the right to reuse general software development techniques, patterns and non-confidential know-how acquired during your project.
• Website content: All content on hillmaysoftltd.co.uk — text, design, graphics — is owned by HILLMAY SOFT LTD. You may not reproduce it without written permission.

6. Confidentiality

• Both parties agree to keep confidential any information marked as confidential or which is clearly of a confidential nature received from the other party.
• A mutual non-disclosure agreement (NDA) is available on request prior to sharing commercially sensitive project details.
• Confidentiality obligations survive termination of a project for a period of three years, except where the information enters the public domain through no fault of the receiving party.
• We will not disclose your project details, pricing or business information to third parties without your written consent, except to subcontractors bound by equivalent confidentiality obligations.

7. Warranties and defects

• We warrant that software delivered under a project contract will materially conform to the agreed specification at the time of handover.
• All HILLMAY SOFT-delivered projects include a 30-day post-launch warranty covering defects in in-scope functionality. Defects reported within this period will be resolved at no additional charge.
• The warranty does not cover issues arising from modifications you or a third party make to the code after handover, incompatible third-party updates, misuse, or requirements not included in the agreed specification.
• After the warranty period, ongoing support is available under a separate support arrangement — see our Technical Support page.

8. Limitation of liability

• Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
• Subject to the above, our total liability to you in connection with any project is capped at the fees paid by you for that project in the 12 months preceding the claim, as set out in your project contract.
• We are not liable for indirect, consequential, special or punitive losses — including loss of profits, loss of data, loss of business opportunity or reputational damage — even if we were advised of the possibility of such losses.
• Website content is provided without warranty of any kind. We are not liable for decisions made on the basis of information published on this site.

9. Termination

• Either party may terminate a project contract by written notice if the other party commits a material breach and fails to remedy it within 14 days of written notice.
• If you terminate a project early without cause, you remain liable for fees for work completed and reasonable costs incurred to the date of termination. The deposit is non-refundable.
• On termination, we will deliver all completed work to date. Deliverables remain our property until any outstanding invoices are settled.

10. Governing law

These terms and any dispute or claim arising from them are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales, without prejudice to any mandatory consumer rights applicable in your jurisdiction.

11. Contact

For any queries about these terms:

• Email: support@hillmaysoftltd.co.uk
• Phone: +44 7347 074367
• Post: HILLMAY SOFT LTD, 36 Broad Square, Liverpool, L11 1BS

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