This document, together with the accepted proposal (and any order details attached to it), sets out what we will do, what we need from you, and how we will handle the usual points that come up when an enterprise buyer sends over their paper. We will run the work in a practical, tracked way: we work from the documents you provide, we mark changes clearly, and we ask you to sign off the positions that affect billing, audit rights, or liability before we lock language down.
Order and terms
Your proposal acceptance or order form is the summary of the deal. It tells us what you are buying, the project price, any dates you need us to aim for, and anything you have asked us to format for a customer portal. These standard terms cover how we work day to day: what we need from you, how we handle revisions, and how we deal with late changes or pauses.
If the order and these terms ever say different things about the same point, we will follow the order. If something is missing from the order that we need to do the job properly, we will raise it straight away and agree it with you in writing before we rely on it.
What you get
We will deliver the software licence terms project described in the accepted proposal. Our work is focused on getting licence language that matches how your developer tool is shipped, metered, supported, and sold, and on giving you a set of documents you can use in negotiation without giving away rights you cannot claw back later.
Unless the order says otherwise, your deliverables are:
* Software licence terms draft * Customer paper redline * Seats and usage definitions * Audit and telemetry position * Order form alignment check * Negotiation notes for procurement
Payment
To book the work, we invoice 50% of the price when the proposal is signed. We invoice the remaining 50% when the order is delivered. Every invoice is payable within 14 days of its date.
If an invoice goes overdue, we will tell you and ask you to confirm when it will be paid. We may pause work, or hold back delivery files, until the account is back up to date. If you are paying through a customer portal or need a purchase order number, tell us at kickoff so we can put the right details on the invoice and avoid delays.
Using our work
Once you have paid for the project, you can use the documents and drafting we deliver for your own business. That includes using them with your customers, re-using clauses in later deals, and adapting them for your product and packaging as they change over time.
You are not buying ownership of our templates or internal clause library, and you cannot sell, publish, or licence our work as a standalone product to anyone else. If you want us to let an affiliate company use the same pack, or you are planning to white-label the terms for a third party, tell us and we will confirm the permission and any extra work in writing before you rely on it.
How we respond
This is a small team, and you will deal with real people. Hannah Barlow leads the legal drafting and your negotiating positions. Tom Helliwell runs the first-pass review and redlines, and keeps the paper consistent across schedules. Imogen Sykes coordinates inputs, versions, and delivery files so you always know what we are working from.
We will agree response and turnaround targets with you in writing at kickoff, using severity levels that match contract work: for example, urgent buyer turnaround, standard drafting, and background tidy-up. If we miss an agreed level, we will explain what slipped, reset the plan with you, and prioritise the items that unblock your customer negotiation.
Your data
You will share customer paper, pricing and packaging, product notes, and sometimes short extracts of logs or telemetry descriptions so we can draft accurately. We use that information only to deliver software licence terms and to support your negotiation on this deal.
We keep your materials within our team of three and store them in our work systems with access controls. If we become aware of a security breach that affects your confidential information, we will tell you promptly with what we know and what we have done to contain it. At the end of the project, we will return or delete your materials if you ask us to.
What we are responsible for
We are responsible for delivering the contract work we have agreed, with reasonable care, and for handling your documents and information the way we have described in this agreement. We are not responsible for your product performance, outages, security incidents, or billing outcomes. We also cannot promise that your customer will accept any particular position, even if it is common in dev-tools deals.
If something goes wrong, we both agree to raise it quickly and give each other a fair chance to put it right. Any limits on our financial responsibility, including any liability cap, will be set out in the order so it is clear before you commit.
Ending the project
Either of us can end the project by giving the notice period we have agreed with you in writing. We will not surprise you with a sudden stop. If you need to end things because the deal has died or procurement has changed direction, tell us and we will pause first where that helps.
If the project ends, you will pay for the work we have completed up to the end date. We will hand over what we have produced to that point in the same way we normally deliver: tracked redline and clean copies, plus any notes that help you pick up later. Anything we have not started yet will not be charged.
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