B2B Terms of Business
The overarching legal and commercial framework governing bespoke static web engineering, milestone settlement protocols, zero-database boundaries, intellectual property transfer, and limitation of liability.
Operating Entity & Written-Only Communication Governance
1.1 Parties: This commercial contract ("Agreement") is entered into between Biomed Systems Limited, trading as Apex Static Web (Company No. 11537514, registered in England and Wales, registered office at First Floor Office, 3 Hornton Place, London, W8 4LZ, United Kingdom, VAT GB 515912105) ("the Service Provider") and the corporate entity or individual commissioning professional web engineering ("the Client").
1.2 Exclusive Electronic Communication Mandate: To eliminate technical drift, maintain an immutable auditable record, and safeguard the legal interests of both parties under English Contract Law, all commercial notices, formal build instructions, scope variations, milestone sign-offs, and deployment approvals must be conducted exclusively via authenticated electronic mail (the dedicated corporate electronic mail address is provided directly to the Client upon contract execution and onboarding).
The parties expressly agree that oral discussions, telephone calls, video meetings, and unauthenticated instant messages (e.g. WhatsApp, Slack, SMS) carry zero legal validity regarding contract amendments, financial commitments, or milestone sign-offs.
Phase I Engineering & Milestone Payment Framework
2.1 Two-Stage Milestone Architecture: All bespoke design, front-end architecture, asset optimisation, and staging environment builds are executed under Phase I. Engineering fees are structured around strict milestone triggers:
- Stage 1 (Setup Deposit): Covers initial capacity reservation, staging environment provisioning, repository scaffolding, and architectural blueprinting. Due upon contract signing / instruction;
- Stage 2 (Base Core Balance): Covers production delivery of the base static foundation, responsive layout, and edge routing. Due upon private staging approval;
- Modular Add-ons & Priority Sprints: Additional subpages, technical copywriting, archive migration, and priority sprint surcharges are invoiced in accordance with the agreed Statement of Work.
The Client acknowledges that the Stage 1 Setup Deposit represents an immediate, irreversible allocation of specialised front-end engineering capacity and staging infrastructure. The deposit is strictly non-refundable once paid and engineering work has commenced.
All specific numerical figures, modular add-on costs, and project totals are set out in the applicable Statement of Work (SOW), Pro-Forma Invoice, or published rate card on apexstaticweb.com/pricing.
Production DNS & Go-Live Cutover Gate
3.1 Absolute Settlement Gate: Live production Cloudflare DNS delegation, SSL/TLS certificate activation, domain cutover, and production deployment are strictly conditional upon 100% full, cleared settlement of all Phase I milestone invoices and the Year 1 Baseline Managed Edge Hosting retainer.
Biomed Systems Limited retains the absolute legal right to withhold production domain cutover, retain DNS zone delegation, and suspend staging access for as long as any milestone balance remains unpaid.
Architectural Scope & Zero-Database Delimitation
4.1 Bare-Metal Tech Stack: Deliverables are engineered strictly in pure Vanilla HTML5, modern semantic CSS3, and ECMAScript (ES6+) without third-party runtime frameworks (no React, Vue, or Tailwind runtimes).
4.2 Absence of Relational Databases & CMS: The Client formally acknowledges that the website contains no relational SQL database (MySQL, PostgreSQL), no dynamic server runtimes (PHP, Node.js daemons), and no graphical CMS admin panel (WordPress, Joomla). All ongoing copy/asset modifications are handled via the Managed Update Bureau or Pay-As-You-Go deployments.
Published Google Lighthouse (95+) and sub-0.3s TTFB metrics apply strictly to bare-metal static code delivery manufactured by Biomed Systems Limited. They do not constitute a legal warranty following client insertion of unoptimised media, external tracking pixels, or dynamic third-party widgets.
Phase II Retainers & Update Bureau Governance
5.1 Advance Annual Retainers: Managed Edge Hosting, Cloudflare Edge WAF, corporate email, and support desk access are billed annually in advance. Current retainer rates are set out on apexstaticweb.com/pricing.
5.2 Bureau Allocation Expiry (Zero Rollover): Deployment quotas under Fortnightly and Weekly Update Bureau tiers expire annually at the conclusion of each billing year. Unused deployment allocations do not roll over to subsequent billing periods, nor are they redeemable for monetary refund or credit.
Service Level Agreement Incorporation & Sole Remedy
6.1 Incorporation: All infrastructure uptime targets (99.99%), support triage windows, and operational exclusions are governed by the official Service Level Agreement (SLA), which is incorporated into this Agreement by reference.
"Operational Remediation & Sole Remedy: In the event global edge availability falls below 99.0% over thirty (30) consecutive calendar days solely due to a core routing misconfiguration by Biomed Systems Limited, the Client's sole and exclusive contractual remedy shall be the right to terminate the active annual infrastructure retainer upon written notice, with a pro rata refund of unearned prepaid annual hosting fees. Under no circumstances shall financial credits, monetary rebates, or consequential damage claims apply."
Intellectual Property Rights & Tooling Retention
7.1 Client IP & Vesting Condition: The Client retains all ownership in pre-existing trademarks, logos, and supplied copy. Copyright in the bespoke HTML5 markup and custom CSS design tokens vests in the Client solely upon 100% full, final, and cleared settlement of all Phase I development invoices.
7.2 Tooling & Infrastructure Retention: Biomed Systems Limited retains perpetual, exclusive ownership of all proprietary deployment scripts, minification pipelines, serverless anti-spam endpoints (contact.ashx / contact.aspx), and foundational CSS/JS boilerplates ("Provider Core Technology"). The Client is granted an irrevocable, perpetual, royalty-free licence to run the Provider Core Technology solely as embedded within the delivered website.
Value Added Tax (VAT) & International Fiscal Rules
All engineering rates and retainers are quoted net of VAT. Tax is applied based on client jurisdiction:
| Jurisdiction | VAT Rate | Legal Basis |
|---|---|---|
| United Kingdom | 20% Standard UK VAT | HMRC tax invoices under VAT Registration GB 515912105. |
| European Union (B2B) | 0% EU Reverse Charge | Zero-rated subject to real-time European Commission VIES validation. |
| US & Rest of World | 0% Export of Services | Zero-rated export of professional software services outside UK/EU VAT territory. |
If an EU client's VAT ID fails European Commission VIES validation at the date of invoice issuance, standard UK VAT (20%) will apply retroactively, and the Client remains strictly liable for immediate settlement of the tax balance.
Limitation of Liability & 12-Month Aggregate Fee Cap
9.1 Absolute Exclusion of Consequential Losses: Neither party shall be liable under any legal theory (contract, tort, negligence, statutory duty) for any indirect, special, punitive, or consequential loss, including loss of actual or anticipated profits, sales, revenue, prospective client leads, commercial agreements, or business goodwill.
9.2 Third-Party Script & API Disclaimer: Biomed Systems Limited carries zero liability for uptime, script updates, or rendering failures of embedded third-party containers (e.g. Calendly, Acuity Scheduling, Stripe, PayPal).
The total aggregate liability of Biomed Systems Limited arising out of or related to this Agreement or any Statement of Work, whether in contract, tort (including negligence), or otherwise, shall be strictly capped at the total amount of fees actually paid by the Client to Biomed Systems Limited under the applicable Statement of Work in the twelve (12) calendar months preceding the incident giving rise to liability.
Governing Law, Exclusive Jurisdiction & Severability
10.1 Governing Law: 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) shall be governed by and construed in accordance with the laws of England and Wales.
10.2 Exclusive Jurisdiction: Each party irrevocably agrees that the courts of London, United Kingdom, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
10.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full legal force and effect.