TERMS AND CONDITIONS | DigitalOrigins

DigitalOrigins Ltd

Standard Terms and Conditions

These terms and conditions ("Agreement") govern the provision of iOS Application Development Services and any Retained Maintenance Services by DigitalOrigins Ltd, (the "Developer") to the client (the "Client").

1. Interpretations

1.1. In this Agreement, the following terms shall have the following meanings:

"Agreement" means these Standard Terms and Conditions, together with any Statement of Work.
"App" or "Application" means the iOS mobile application to be developed or maintained by the Developer for the Client as described in the relevant Statement of Work.
"Client" means the business entity engaging the Developer's services.
"Confidential Information" means any non-public information disclosed by one party to the other, whether in written, oral, electronic, or other form, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential.
"Deliverables" means all software, code, documentation, designs, graphics, and other materials provided by the Developer to the Client, under this Agreement.
"Developer" means DigitalOrigins Ltd, registered number 6988517, providing the services under this Agreement.
"Fees" means the charges payable by the Client to the Developer for the Services, as set out in the Statement of Work.
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"iOS App Development Services" means the services provided by the Developer for the development, enhancement, modification, extension, and testing of the App, as detailed in the Statement of Work, subject to this Agreement.
"Maintenance Services" means the ongoing support, bug fixing, updates, and other services (if any) as the Developer may from time to time agree to supply to the Client, to ensure the continued functionality and performance of the App, as detailed in the Statement of Work, subject also to this Agreement.
"Project" means the undertaking by the Developer to provide the Services to the Client, under this Agreement.
"Services" means, collectively, the iOS App Development Services and/or the Maintenance Services, as applicable, subject to this Agreement.
"Statement of Work" ("SOW") means a document detailing the specific scope of services, deliverables, timelines, milestones, and fees for a particular Project.

2. Scope of Services (Development)

2.1 The Developer shall provide the iOS App Development Services to the Client as described in the relevant Statement of Work. Each SOW shall form part of this Agreement.

2.2. Any changes to the scope of Services, deliverables, or timelines for development must be mutually agreed upon in writing by both parties through a change order or

revised SOW. Any services falling outside the scope will also require a separate quotation.

3. Client Obligations

3.1. The Client shall: a. Provide all necessary information, access, and materials (including but not limited to content, images, branding guidelines, API access, and third-party

credentials) promptly as reasonably requested by the Developer. b. Ensure that all information and materials provided to the Developer are accurate, complete, and do not infringe on any third-party Intellectual Property Rights. c. Designate a single point of contact who has the authority to make decisions regarding the Project and provide timely feedback and approvals. d. Make timely payments of the Fees in accordance with Clause 7. e. Obtain and maintain all necessary licences, permissions, and consents required for the Developer to perform the Services.

3.2. Delays caused by the Client's failure to meet its obligations may result in adjustments to the project timeline and/or additional fees, as mutually agreed in a change

order. The Developer reserves the right to terminate the Agreement in accordance with section 12, if significant delays occur due to client inaction and no agreement is reached.

4. Retained Maintenance Services

4.1. Pre-requisite for Retained Maintenance Services.

To facilitate a smooth onboarding and ensure compatibility with our service offerings, the provision of Retained Maintenance Services by the Developer is conditional upon the successful completion of a preliminary high level iOS App Health Assessment, which will be carried out by the Developer, at no charge to the Client. This assessment is designed to allow the Developer to confirm the App's readiness for retained maintenance services by assessing the App's current condition and any fundamental technical issues that would preclude or materially alter the provision of standard services. The iOS App must also be live and available on the App Store. Based on the findings of the Health Assessment, the Developer may, acting reasonably and in good faith, decline to offer Retained Maintenance Services or propose adjustments to the scope and fees. No binding agreement for the provision of retained maintenance services shall exist until the Developer confirms the outcome of the Health Assessment and the Client accepts any revised terms. If the Client does not agree to the revised scope and fees, the Developer shall not be obliged to provide the Retained Maintenance Services, and any initial agreement for such service shall be deemed terminated without further liability to either party.

4.2 Subject to clause 4.1, and where specified in a duly executed Statement of Work, the Developer shall provide Retained Maintenance Services for the App. The specific

scope, duration and applicable fees for Retained Maintenance Services will be detailed in the relevant SOW. No obligation to provide such services shall arise unless and

until the SOW has been accepted by both parties.

4.3. Unless otherwise agreed in the SOW, Retained Maintenance Services do not include: a. Development of new features or significant enhancements. b. Major redesigns of

the App's user interface or user experience. c. Integration with new third-party services or APIs. d. Changes or updates necessitated by third-party software or services not under the Developer's control (e.g., changes to external APIs, cloud service providers) that require substantial re-development. e. Performance tuning or optimisation beyond basic bug fixing. f. Support for hardware issues, network connectivity, or other IT infrastructure. g. On-site support or training, h. Issues arising from Client’s or third-party modifications to the App’s code, i. Support for third-party services or API’s that cease to function or change in a way that requires significant re-development not covered by minor enhancements.

4.4 Single Application Scope

Our retainer services are designed for the maintenance of a single iOS application, identified by its unique App Store Bundle ID (including universal support for iPhone and iPad). Additional arrangements or a custom quote will be required for:

Each distinct application with its own App Store Listing
Multiple applications within an App Store bundle that require individual maintenance.
Apps with custom hardware integrations or highly specialised device configurations that fall outside standard iOS environments.

4.5. Requests for Maintenance Services (e.g., bug fix) shall be submitted by the Client to the Developer via a mutually agreed communication channel. The Developer will use

reasonable endeavours to respond and address such requests within timeframes specified in the SOW or otherwise agreed upon.

4.6. Retained Maintenance Services are typically provided on a recurring fee basis, as outlined in the SOW. Either party may terminate Maintenance Services by providing one

full calendar month’s written notice, or as otherwise specified in the SOW. Termination of Maintenance Services does not automatically terminate the entire Agreement unless all other SOWs are also terminated.

5. Developer Obligations (General)

5.1. The Developer shall: a. Perform the Services with reasonable care and skill, in a professional and workmanlike manner, and in accordance with industry best practices. b.

Use suitably qualified and experienced personnel to perform the Services. c. Deliver the App and other Deliverables substantially in accordance with the specifications set out in the Statement of Work. d. Keep the Client informed of the progress of the Project and promptly notify the Client of any issues or delays that may arise.

5.2. The Developer shall use reasonable endeavours to meet the timelines specified in the Statement of Work but acknowledges that such timelines may be subject to change

due to unforeseen circumstances or Client delays.

5.3 The Developer shall not subcontract any of its obligations under this Agreement without the prior written consent of the Client (not to be unreasonably withheld or

delayed). Where the Developer does subcontract, it shall remain fully responsible for the performance of the Services and shall ensure that all subcontractors are bound by confidentiality, data protection, and intellectual property obligations no less onerous than those in this Agreement.

6. Acceptance Procedure

6.1.1 General Services Acceptance

Definition & Criteria: Acceptance: "Acceptance" for General Services means the Client confirms that the Services, or a specific deliverable thereof, have been completed by the Developer in accordance with the specifications, requirements, and performance standards set out in this Agreement, including any relevant Schedules, Statements of Work (SOWs), or Change Orders.

6.1.2 Acceptance Process:

Once the Developer notifies the Client a deliverable is ready, the Client has up to 5 business days (the "Acceptance Period") to review, inspect, and test it under real-world conditions, where appropriate.

The Developer will provide necessary support and documentation, where appropriate.

6.1.3 Notification:

Acceptance: If the deliverable meets the criteria, the Client will send a written notice of acceptance within the Acceptance Period.

Rejection: If it doesn't, the Client will send a written rejection notice within the Acceptance Period, clearly detailing the defects and, if possible, proposing a remedy.

6.1.4 Remediation & Resubmission:

The Developer will fix identified defects at its own cost within a mutually agreed reasonable timeframe (not exceeding 5 business days unless otherwise agreed).

The rectified deliverable will then be resubmitted for re-testing and re-acceptance, following the same process until accepted or the Agreement is terminated.

6.1.5 Deemed Acceptance:

If the Client fails to provide written notice within the Acceptance Period, and the Developer has fulfilled its notification obligations, the deliverable will be deemed accepted on the last day of the period.

This does not apply if the Client's failure to notify is due to the Developers lack of information, access, or support, or if the services are fundamentally non-functional.

6.2 Retained Maintenance Acceptance:

6.2.1 Definition Acceptance

For Retained Maintenance means the Client continuously verifies that the Developer consistently delivers maintenance services, including system availability, response times, and adherence to SLAs, as defined in the SOW or Maintenance Services Schedule.

6.2.2 Monitoring & Reporting:

The Developer will provide regular reports in accordance with the SOW and/or Maintenance schedule.

The Client can monitor maintenance performance via specified tools or its own systems, subject to reasonable access and security.

6.2.3 Acceptance of Service Periods:

Retained Maintenance services are generally accepted on a monthly basis after reviewing reports and monitoring data.

6.2.4 Non-Compliance & Escalation:

If the Client identifies material non-compliance, it will notify the Developer in writing.

The Developer will promptly investigate and rectify validated non-compliance within an agreed timeframe.

6.2.5 Ad-hoc Maintenance/Upgrades:

Any ad-hoc maintenance or significant upgrades with distinct deliverables will follow the General Services Acceptance procedure (Clause 6.), adjusted as needed.

7. Payment Terms

7.1. The Client shall pay the Developer the Fees as set out in the Statement of Work. Unless otherwise specified, all Fees are exclusive of VAT or any other applicable taxes,

which shall be added at the prevailing rate.

7.2. Invoices will be issued by the Developer in accordance with the payment schedule specified in the SOW. For retained maintenance services, invoices are payable on the

first of each month in advance and prior to any services being provided. Unless otherwise agreed, all other invoices are payable within 7 days of the invoice date.

7.3. If any payment is not made by the due date, the Developer reserves the right to: a. Charge interest on the overdue amount at a rate of 5% per annum above the Bank of

England base rate, or the maximum amount permitted by law, calculated from the due date until the date of actual payment, whether before or after judgment. b. Suspend the provision of Services until full payment of the overdue amount is received. c. Pursue collection of the overdue amount, including reasonable legal fees and collection costs.

7.4. All payments shall be made in £, GBP, to the bank account specified by the Developer.

8. Intellectual Property

8.1. Upon full and final payment of all Fees due under this Agreement for the iOS App Development Services, all Intellectual Property Rights in the custom-developed source

code, designs, and Deliverables specifically created for the Client as part of the App shall transfer to and vest in the Client.

8.2. The Client acknowledges that the App may incorporate pre-existing Intellectual Property Rights owned by the Developer (e.g., development tools, libraries, frameworks, or

general know-how) or third-party Intellectual Property Rights (e.g., open-source components). The Developer grants the Client a non-exclusive, worldwide, royalty-free, perpetual licence to use such pre-existing Developer Intellectual Property Rights solely for the purpose of operating, maintaining, and modifying the App.

8.3. The Client warrants that any materials provided to the Developer for use in the App do not infringe the Intellectual Property Rights of any third party. The Client shall

indemnify and hold harmless the Developer against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Developer arising out of or in connection with any claim brought against the Developer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the use of materials provided by the Client.

9. Confidentiality

9.1. Each party ("Receiving Party") shall keep in strict confidence all Confidential Information of the other party ("Disclosing Party") that the Receiving Party may obtain.

9.2. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its

employees, agents, or subcontractors who need to know such information for the purpose of performing the Receiving Party's obligations under this Agreement and who are bound by obligations of confidentiality no less stringent than those in this Agreement.

9.3. This clause shall not apply to information that: a. Is or becomes publicly known other than through any act or omission of the Receiving Party. b. Is received from a third party

without restriction on disclosure. c. Is already in the Receiving Party's possession without restriction on disclosure before the date of this Agreement. d. Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. e. Is required to be disclosed by law or by a governmental or regulatory authority.

9.4. This Clause 9 shall survive termination of this Agreement for a period of three years.

10. Warranties

10.1 The Developer warrants that the iOS App Development Services will be performed with reasonable skill and care.

10.2 Except as expressly provided in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law,

excluded from this Agreement.

11. Limitation of Liability

11.1. Nothing in this Agreement shall limit or exclude the Developer's liability for: a. Death or personal injury caused by its negligence. b. Fraud or fraudulent misrepresentation. c.

Any other liability that cannot be excluded or limited by law.

11.2. Subject to Clause 11.1, the Developer shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: a. Loss

of profits. b. Loss of sales or business. c. Loss of agreements or contracts. d. Loss of anticipated savings. e. Loss of or damage to goodwill. f. Loss of use or corruption of software, data, or information. g. Indirect or consequential loss.

11.3. Subject to Clause 11.1, the Developer's total aggregate liability to the Client arising under or in connection with this Agreement, whether in contract, tort (including

negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Fees paid by the Client to the Developer under this Agreement in the six (6) months preceding the event giving rise to the claim.

12. Term and Termination

12.1. This Agreement shall commence on the date of signature of the first Statement of Work or shall be deemed to have commenced on the Commencement Date,

(“Commencement Date” - meaning the first day on which the Developer supplies services) and shall continue until all Services under all SOWs have been completed or until terminated earlier in accordance with the provisions of this Agreement.

12.2. Either party may terminate this Agreement or any individual SOW: a. By giving one (1) full calendar month’s written notice to the other party, provided that all outstanding

Fees for completed work are paid. b. Immediately by written notice if the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so. c. Immediately by written notice if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.

12.3 Upon termination of this Agreement for any reason: a. The Client shall immediately pay to the Developer all outstanding Fees for Services rendered up to the date of

termination. b. The Developer shall deliver to the Client any Deliverables completed as of the termination date, provided all related Fees have been paid. c. All licences granted by the Developer under this Agreement shall terminate, except for the perpetual licence granted under Clause 8.2. d. Any provisions of this Agreement that expressly or by implication are intended to come into or continue in force on or after termination shall remain in full force and effect, such as Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law.

13. Force Majeure

13.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure

result from events, circumstances, or causes beyond its reasonable control, including but not limited to illness, changes in the law, war, terrorism, civil unrest, natural disasters, epidemics or pandemics, governmental restrictions, or significant power or internet outages.

13.2. The party affected by a Force Majeure event shall promptly notify the other party in writing and shall use reasonable endeavours to mitigate the effect of the Force Majeure

event.

13.3 If either party is by reason of Force Majeure unable to perform all or substantially all of its obligations hereunder for a period in excess of 1 month, then the other party may

terminate the Contract forthwith by notice in writing to the party affected by Force Majeure.

14. Dispute Resolution

14.1 In the event of any dispute or claim arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good faith negotiations

between senior management.

14.2. If the dispute cannot be resolved through negotiation within 60 days, the parties agree to attempt to resolve the dispute through mediation facilitated by a mutually agreed-

upon mediator, with the costs shared equally.

14.3 If mediation is not commenced within 30 days of a party’s request to mediate, or if it is not concluded within 30 days of the appointment of a mediator (unless the parties

agree to extend this period), either party may pursue any remedies available at law.

14.4 Nothing in this clause shall prevent either party from seeking urgent injunctive relief or other interim remedies through the courts where necessary to protect its rights.

15. Data Protection/GDPR

15.1 We will process personal data provided by the Client, limited to contact details and information necessary for invoicing, solely for the purpose of fulfilling our contractual

obligations for iOS development and maintenance services. This processing is based on the lawful basis of necessity for the performance of a contract and/or compliance with a legal obligation (e.g., tax regulations). We will implement appropriate technical and organisational measures to ensure the security and confidentiality of this data. We will not share personal data with third parties except where necessary for the provision of services (e.g., payment processors) or where legally required. You retain all rights under applicable data protection laws, including the GDPR, concerning your personal data. Our full Privacy Policy, detailing your rights and our data processing practices, is available upon request or can be viewed on the DigitalOrigins website.

16. Marketing and Publicity

16.1 By using our services, you grant DigitalOrigins Ltd permission to use your name, company name, logo, testimonials, and project details in our marketing and promotional

materials, including but not limited to our website, social media, case studies, and presentations. This permission extends to both online and offline channels. We will always endeavour to represent your involvement accurately and professionally. The Client may withdraw or restrict such permission at any time with reasonable written notice.

17. Governing Law and Jurisdiction

17.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be

governed by and construed in accordance with the law of England and Wales.

17.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this

Agreement or its subject matter or formation (including non-contractual disputes or claims).

18. Entire Agreement

18.1 This Agreement, together with any Statement of Work, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements,

promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

18.2. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or

warranty (whether made innocently or negligently) that is not set out in this Agreement.

19. Severability

19.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it

valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

20. Notices

20.1. Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class

post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Statement of Work.

20.2 Any notice or communication shall be deemed to have been received: a. If delivered by hand, when left at the address referred to in Clause 20.1. b. If sent by pre-paid first-

class post or other next working day delivery service, at 9.00 am on the second working day after posting. c. If sent by email, at the time of transmission, or, if this falls outside business hours in the place of receipt, when business hours resume.

DigitalOrigins Ltd, reserve the right to amend or replace these Terms and Conditions at our sole discretion. Amendments will take effect:

Immediately, for new clients or engagements entered into after the date of amendment,
With 30 days’ prior notice, for material changes affecting ongoing services under existing engagements, unless otherwise agreed in writing.

Version 2.0. July 2025.