© 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.
Intellectual Property Rights (IPR) means all patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in designs, rights in software and computer code, database rights, know-how, trade secrets, and all other intellectual property rights, whether registered or unregistered, and all similar or equivalent rights or forms of protection anywhere in the world.
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. Any features, technical requirements, integrations, or services not expressly set out in the applicable SOW or Proposal fall outside the agreed scope and shall require a separate Quote, Change Order, or additional SOW.
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 Ltd 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 Citrus Suite Ltd reserves the right to charge statutory interest and debt recovery compensation on overdue sums pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend Services in accordance with Clause 10.4.
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 of the relevant Output 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.
Suggested delivery dates will be provided in the proposal or through project communications. Changes, amendments or adaptations identified during the project may require additional development time and will result in delivery dates being revised accordingly.
6.1 The Client agrees to:
Appoint a primary contact for the Project.
Provide all necessary Content, data, information and access credentials in a suitable electronic format and within reasonable timescales.
Ensure that all Content and materials supplied to Citrus Suite Ltd, including text, images, videos, data, APIs, SDKs and plugins, are accurate, lawful and appropriately licensed.
Obtain all permissions, licences and rights necessary for the use of third-party materials.
Identify and comply with all legal, regulatory, professional, industry, governance and organisational requirements applicable to the Client, the Project and its intended use.
Obtain and maintain any necessary approvals, registrations, licences, certifications, consents, policies and compliance documentation required for the Client’s product, service or organisation.
Obtain appropriate end-user consents and ensure that appropriate privacy notices, terms of use, EULAs and other required documentation are in place.
Review and test deliverables within 14 days of supply and report any identified defects, non-conformities or issues to Citrus Suite Ltd. Issues not reported within this period may be treated as subsequent changes or amendments where additional work is required.
Inform Citrus Suite Ltd of any specific compliance, security, technical, regulatory or governance requirements that need to be incorporated into the Project.
6.2 Regulatory and Compliance Responsibility: Unless expressly included within the agreed Project scope, Citrus Suite Ltd is not responsible for determining the legal, regulatory, clinical, research, professional or industry requirements applicable to the Client’s product or service, or for obtaining approvals, certifications or completing Client-specific compliance documentation. Where Citrus Suite Ltd assists with such requirements, the Client remains responsible for their review, approval and implementation.
6.3 Responsibility for Content: All Content, including site, application and platform materials, remains the responsibility of the Client. Citrus Suite Ltd will not be responsible for the accuracy, legality or suitability of Client-supplied Content.
6.4 Citrus-created Content: Citrus Suite Ltd may originate or assist with content creation where agreed, but the Client remains responsible for reviewing and approving such Content before publication or use and for ensuring that it meets any applicable legal, regulatory, professional or organisational requirements.
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. Informal communications, including emails, messaging channels, or design markups, shall not constitute an agreed change or trigger any contractual review period unless incorporated into a formal written Change Order or SOW approved by both parties.
Citrus Suite Ltd may use suitably qualified employees, contractors or subcontractors in providing the Services and will remain responsible for their 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 Ltd’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, all outstanding invoices have been paid in full, and a one-off transfer fee equal to 25% of the original project budget has been paid. Upon receipt of cleared funds for such fee, Citrus Suite Ltd will:
(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 Ltd Background IP incorporated within the Project Code as necessary to build, maintain, update, and operate the Client application.
Citrus Suite Ltd 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 Ltd 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) requires or instructs a fundamental change to the Scope of Services (including changes in underlying framework, architecture, or substantial functionality), and refuses to proceed under the existing SOW or fails to approve an agreed written Change Order within fourteen (14) days of Citrus Suite Ltd issuing a revised Quote or SOW for such changes (or such longer period as Citrus Suite Ltd may agree in writing)
10.4 Without prejudice to its rights to terminate, Citrus Suite Ltd 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 Ltd’s agreement. Citrus Suite Ltd shall not be liable for any delays or damages resulting from such suspension.
10.5 Upon termination for any reason: (a) the Client shall pay Citrus Suite Ltd within thirty (30) days of invoice for all Services delivered, recoverable expenses incurred up to the effective date of termination, and work in progress. Where Services were agreed on a fixed-fee or milestone basis, such work in progress shall be calculated on a time and materials basis using Citrus Suite Ltd’s standard professional rates applicable at the time, notwithstanding that a milestone or deliverable has not yet been achieved or approved; and
(b) Citrus Suite Ltd shall retain ownership of all Intellectual Property Rights in the deliverables until all such payments are received in full.
Citrus Suite Ltd warrants that:
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 Ltd’s total aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) shall not exceed the total Fees actually paid by the Client to Citrus Suite Ltd for the Services giving rise to the claim.
12.3 The Client’s total aggregate liability to Citrus Suite Ltd under or in connection with this Agreement shall be limited to the total Fees payable under the applicable Proposal or SOW. For the avoidance of doubt, this limitation shall not apply to the Client’s obligation to pay any Fees due or payable, including Fees for Services delivered, work in progress, agreed milestones, interest, or reasonable costs of 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 Ltd shall not be liable for any transactional issues, failures, refunds, security breaches originating from the third-party provider, or service interruptions of such third-party systems.
12.6 Commercial Performance & Outcomes. Citrus Suite Ltd provides software design, development, and integration services only. Citrus Suite Ltd makes no representation, guarantee, or warranty regarding the commercial viability, sales, user adoption, search ranking, app store feature placement, or financial return of any deliverable or product. The Client acknowledges and agrees that the ultimate commercial success, marketing, profitability, and operational performance of the product remain the sole responsibility of the Client.
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.
“Controller”, “Processor”, and “Personal Data” shall have the meanings given in the Data Protection Act 2018 and UK GDPR.
14.2 The parties do not anticipate that Citrus Suite Ltd will routinely process Personal Data on the Client’s behalf unless explicitly agreed within an SOW or strictly necessary to perform the Services.
14.3 Where Citrus Suite Ltd processes Personal Data on behalf of the Client as a Processor, Citrus Suite Ltd shall:
(a) process such Personal Data only on the documented instructions of the Client;
(b) ensure that persons authorised to process the Personal Data have committed themselves to confidentiality;
(c) implement appropriate technical and organisational security measures appropriate to the risk;
(d) not engage a third-party sub-processor without prior general or specific written authorisation of the Client (the Client hereby granting general authorisation for standard infrastructure, hosting providers and software APIs);
(e) assist the Client, insofar as reasonably possible, in responding to data subjects exercising their statutory rights, at the Client’s reasonable cost; and
(f) at the Client’s choice, delete or return all Personal Data upon completion of the relevant Services (with any substantial extraction, reformatting, or return of data being subject to Citrus Suite Ltd’s standard professional rates), unless retention is required by applicable law.
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 Ltd reserves the right to update or modify these Terms and Conditions from time to time to reflect changes in the law, business practices, or operational scenarios.
(a) New Projects: For any new SOW or Proposal approved after the date of an update, the updated Terms published on the Citrus Suite Ltd website shall apply immediately upon approval.
(b) Existing Projects: For ongoing Services under an active SOW, Citrus Suite Ltd will give the Client at least thirty (30) days’ prior written notice of any material changes to these Terms. If the Client objects in writing to the proposed material changes prior to the expiry of the thirty (30) day notice period, the existing Terms shall continue to govern the active SOW until its completion, or either party may terminate the active SOW by giving thirty (30) days’ written notice (subject to Clause 10.5). If the Client does not object in writing and continues to issue instructions or accept Services after the 30-day notice period, the Client shall be deemed to have accepted the revised Terms.