1. Scope, order of documents and proposals
These terms apply where a client accepts a written proposal, statement of work or order from Nocore Ltd. The signed project document, these terms and any data processing terms together form the agreement. If they conflict, the signed project document takes priority for that project.
Only listed deliverables are included. Assumptions, exclusions, milestones, supported platforms and acceptance criteria are set out in the proposal.
2. Fees, expenses and invoicing
Fees, milestones, invoice dates and taxes are agreed in the signed proposal or service agreement. No payment is collected through this website. Unless stated otherwise, third-party subscriptions, transaction fees, app-store fees, stock assets, specialist licences and client-requested travel are additional. Invoices are issued directly and are due within the period shown on the invoice.
We may pause work on overdue invoices after reasonable notice. The client remains responsible for completed work, committed third-party costs and authorised time incurred before a pause or termination. Statutory interest and recovery rights may apply to late commercial payments.
3. Client responsibilities
The client will provide timely decisions, accurate information, lawful content, access credentials, a single authorised contact and feedback within agreed review windows. The client is responsible for business decisions, regulatory requirements specific to its sector, user-facing policies, permissions for supplied materials and production accounts held in its name.
4. Changes, dependencies and delays
Requests outside scope are handled through a written change. The change may affect fees, milestones and architecture. Timelines depend on prompt client input and third-party availability. We are not responsible for delay caused by missing access, late feedback, platform outages or events outside reasonable control.
5. Intellectual property
Each party keeps ownership of material it owned before the project. Subject to full payment, the client receives the rights in project-specific deliverables stated in the proposal. Reusable methods, know-how, generic components, reusable modules, utilities and pre-existing materials remain ours or our licensors’, with the client receiving the licence needed to use the agreed deliverable.
Open-source, platform and third-party materials remain subject to their own licences and terms. Any portfolio use, confidentiality obligations and attribution rights are set out in the proposal.
6. Data protection, security and platforms
Each party will comply with applicable data protection law for its role. Where we process personal data only on the client’s instructions, appropriate data processing terms will be agreed before that processing begins.
No-code and third-party platforms are independent services. Their pricing, functionality, limits and terms can change. We will use reasonable skill and care in platform selection and configuration but cannot guarantee a provider’s uninterrupted operation or future commercial decisions.
7. Review, acceptance, warranty and support
The client will test deliverables against agreed acceptance criteria within the review period in the proposal. A deliverable is accepted when approved, put into production, used commercially or not rejected with specific material reasons within that period.
Unless the proposal states otherwise, we will correct reproducible material defects that cause an accepted deliverable not to meet the agreed specification and are reported within 30 days after launch. This does not cover new features, third-party changes, client modifications, misuse, unsupported environments or issues outside scope. Ongoing support requires a separate plan or written order.
8. Warranties and liability
We will perform services with reasonable care and skill. Except where the law does not permit exclusion, all other implied terms are excluded to the fullest extent allowed.
Neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, goodwill or data, except where such exclusion is not lawful. Subject to liabilities that cannot be limited, our aggregate liability connected with a project is limited to the fees paid or payable under the relevant project during the 12 months preceding the event giving rise to the claim.
9. Suspension and termination
Either party may terminate for a material breach that is not remedied within a reasonable written cure period, or immediately for insolvency where legally permitted. The client may end for convenience only if the proposal allows it and must pay for completed work, committed costs and any agreed cancellation amount.
On termination, each party will return or securely delete confidential information where required, subject to legal retention. Clauses intended to survive, including payment, IP, confidentiality and liability, continue.
10. Confidentiality, subcontracting and general terms
Each party will protect confidential information and use it only for the agreement, except where disclosure is authorised or legally required. We may use suitable subcontractors while remaining responsible for our contractual obligations.
Neither party may transfer the agreement without the other’s consent, except as part of a genuine business reorganisation or sale where rights are not materially reduced. Notices must be sent to the contacts in the proposal. If a clause is unenforceable, the rest remains effective. Failure to enforce a right is not a waiver.
The agreement is governed by the law of England and Wales and, unless the proposal states otherwise, the courts of England and Wales have exclusive jurisdiction.