© CITRUS SUITE 2008 – 2026
Conditions for development services between Citrus Suite and its Client. They govern the project’s scope, client and developer responsibilities. The Client is responsible for all content. Citrus Suite retains ownership of its core IP/Source Code, unless previously agreed.
Agreement means these Terms and Conditions together with any applicable Statement of Work (SOW) or Proposal.
Client means the organisation or individual engaging Citrus Suite Ltd for Services.
Services means the design and development work performed by Citrus Suite Ltd, as described in the relevant SOW or Proposal.
Statement of Work (SOW) / Proposal means a written document or Quote issued by Citrus Suite Ltd, setting out the agreed scope, deliverables, fees, timelines, and other project-specific details. For the purposes of this Agreement, references to an SOW shall also include any Proposal or Quote or Application accepted by the Client.
Outputs means the deliverables produced as part of the Services (e.g., mobile app, website, platform, or related materials).
Content means all data, text, images, audio, fonts, logos, video, software, APIs, or other materials supplied or made available by the Client, including third-party materials.
This Agreement becomes effective on the earlier of: (i) the date the Client signs an associated Statement of Work (SOW) or Proposal; (ii) the date the Client provides written approval (including via email); or (iii) the date Citrus Suite commences work at the Client’s request. Such acceptance confirms the Client’s agreement to these Terms, the Services, and the payment obligations outlined in the applicable SOW or Proposal.
3.1 Fees for the Services are specified in the SOW or Proposal and remain valid for 30 days.
3.2 Unless otherwise agreed, Citrus Suite Ltd requires an advance payment before development begins. Remaining payments will be made according to the milestone schedule in the SOW or Proposal.
3.3 Invoices will be issued by email unless hard copies are requested. All payments are due within 30 days of the Client’s receipt of an invoice.
3.4 Late payments may result in suspension of Services until outstanding amounts are settled.
4.1 The Client will have the opportunity to review Outputs during development milestones and upon completion.
4.2 The Client must notify Citrus Suite Ltd in writing of any issues, non-conformities, incorrect content, or amendment requests within fourteen (14) days of delivery unless otherwise agreed in writing. Citrus Suite Ltd will make reasonable efforts to correct any deficiencies identified during this period.
4.3 After the review period, all unreported items will be deemed accepted. Any new or amended requirements raised after acceptance will be treated as new work and may be subject to additional charges and scheduling.
4.4 Issues raised following acceptance will be handled under a separate support or maintenance agreement.
Delivery dates will be confirmed once milestone payments are received. If delays occur, Citrus Suite Ltd will notify the Client and agree a revised delivery schedule.
6.1 The Client agrees to:
6.2 Responsibility for Content: All Content, including site and platform materials, remains the sole responsibility of the Client. Citrus Suite Ltd will not be responsible for the accuracy, legality, or suitability of any Content.
6.3 Citrus Suite Ltd may originate or assist with content creation where appropriate, but the Client retains full responsibility for review, approval, and compliance of all published material.
Any change to the scope, specification, or timeline must be agreed in writing by both parties through a formal Quote or updated SOW or Proposal.
Citrus Suite Ltd will ensure all staff engaged on the Project are qualified and experienced. No subcontracting will occur without Client consent. Citrus Suite Ltd remains fully responsible for subcontractor performance.
9.1 The Client retains all IP rights in the Content provided.
9.2 Citrus Suite Ltd retains ownership of its Source Code, tools, frameworks, and platform IP (“Background IP”). Any modifications or enhancements remain Citrus Suite’s property.
9.3 Upon full payment, the Client owns the compiled Output (e.g., deployed app or website) but not the underlying Source Code or Background IP.
9.4 Should the Client request the source code, Citrus Suite Ltd will supply it once all project work is completed and all outstanding invoices have been paid in full. A one-off transfer fee, calculated at 25% of the original project budget, will apply. Should the Client request the source code, Citrus Suite Ltd will supply it once all project work is completed and all outstanding invoices have been paid in full. A one-off transfer fee, calculated at 25% of the original project budget, will apply:
(a) assign ownership of the project-specific source code created for this project (“Project Code”); and
(b) grant Client a perpetual, non-exclusive, non-transferable licence to use any Citrus Suite Background IP incorporated within the Project Code as necessary to build, maintain, update, and operate the Client application.
Citrus Suite retains all rights to its Background IP.
9.5 The Client indemnifies Citrus Suite Ltd against any claim arising from use of unlicensed, inaccurate, or infringing Content.
10.1 This Agreement remains in effect for five (5) years unless terminated earlier in accordance with this Section.
10.2 Either party may terminate the Agreement or any SOW or Proposal without cause by giving the other party ninety (90) days’ written notice.
10.3 Citrus Suite may terminate this Agreement, or any specific SOW, with immediate effect by giving written notice if the Client: (a) Fails to pay any undisputed amount due under this Agreement within seven (7) days of receiving a written overdue notice; or (b) Requests a fundamental change to the Scope of Services (including but not limited to changes in underlying framework, architecture, or substantial functionality).
10.4 Without prejudice to its rights to terminate, Citrus Suite reserves the right to immediately suspend the provision of Services and withhold access to any deliverables, code repositories, or hosting environments if any invoice remains unpaid after its due date, or if the Client requests a fundamental change to the Scope of Services without Citrus Suite’s agreement. Citrus Suite shall not be liable for any delays or damages resulting from such suspension.
10.5 Upon termination for any reason: (a) The Client shall immediately pay Citrus Suite for all Services delivered, work in progress (calculated on a time and materials basis), and recoverable expenses incurred up to the effective date of termination within 30 days of invoice; and (b) Citrus Suite shall retain ownership of all Intellectual Property Rights in the deliverables until such payments are received in full.
Citrus Suite Ltd warrants that:
Further work beyond this period will be covered under a separate support agreement.
12.1 Neither party will be liable for indirect, incidental, or consequential loss, including loss of 12.1 Neither party will be liable to the other for any indirect, incidental, special, or consequential loss or damage, including but not limited to loss of data, loss of profits, loss of business, or business interruption, arising out of or in connection with this Agreement.
12.2 Citrus Suite’s total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) shall be limited to the total amount actually paid by the Client for the Services giving rise to the claim.
12.3 The Client’s total aggregate liability to Citrus Suite under or in connection with this Agreement shall be limited to the total Fees payable for the Services (including the value of all Services delivered, work in progress, and the full value of the applicable Proposal or SOW). This limit does not apply to the Client’s obligation to pay outstanding Fees, interest, or costs associated with debt recovery.
12.4 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by applicable law.
12.5 The Client acknowledges that any customer payments, billing processes, or payment-related functions rely on third-party systems such as Stripe, PayPal, or App Store infrastructure. Citrus Suite Ltd’s responsibility is limited to integration work only; Citrus Suite shall not be liable for any transactional issues, failures, refunds, security breaches originating from the third-party provider, or service interruptions caused by such third-party systems.
Both parties agree to keep all Confidential Information strictly confidential and use it only for the purpose of fulfilling this Agreement. This obligation does not apply to information already in the public domain or lawfully obtained from a third party.
Where Citrus Suite Ltd processes personal data on behalf of the Client, it shall act as Data Processor and process such data only under the Client’s instructions and in compliance with applicable data protection laws.
Neither party shall be liable for delay or failure to perform obligations due to circumstances beyond reasonable control, including but not limited to natural disasters, war, or network outages.
In the event of any dispute, both parties agree to attempt resolution through good-faith negotiation or mediation before pursuing legal action.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the parties shall replace the invalid provision with one that best reflects their original intent.
19.1 This Agreement (comprising these Terms and any associated SOW or Proposal) constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, relating to its subject matter.
19.2 Citrus Suite reserves the right to update or modify these Terms and Conditions from time to time to reflect changes in the law, business practices, or new scenarios. (a) New Projects: For any new SOW or Proposal approved after the date of the update, the updated Terms on the Citrus Suite website shall apply immediately. (b) Existing Projects: For ongoing Services, Citrus Suite will notify the Client of material changes to these Terms. Continued use of the Services or instruction to proceed after thirty (30) days from such notice shall constitute acceptance of the revised Terms.