Our agreement with you

We have spent time writing these Terms in plain language rather than complex legal speak. If you have trouble understanding any part then let us know and we will endeavour to make it clearer if we can.

Please read carefully and agree before using our services.

Definitions

Actually, We Love Micro Ltd, "we" "us" "our"

the company that provides the Services and runs this Platform being We Love Micro Limited trading as Actually.tech with UK company registration number: 09957089.

Brief or Requirements

a description of work, features, or deliverables that a Client wishes to have developed, which may be provided as written specifications, design files (Figma, Sketch, etc.), or other documentation.

Client or "you"

any business, organization, or individual that engages Actually.tech to provide Development Services through the Platform.

Development Services

professional software development and technical services provided by Actually.tech, including but not limited to web application development, mobile application development, API development, design implementation, infrastructure setup, and related technical consulting.

Deliverables

the work products, code, documentation, and other materials created by Actually.tech in fulfillment of an Engagement, as specified in the Statement of Work.

Engagement

a legally binding agreement for the supply of Development Services entered into between a Client and Actually.tech, documented in a Statement of Work.

Fee or Fees

any and all charges for Services as specified in the applicable Statement of Work or subscription agreement, including monthly subscription fees, project fees, or on-demand service charges.

Platform

Actually.tech's online platform, website, and associated systems which can be located at actually.tech, actually-web.act.actuallytech.com, and related subdomains.

Statement of Work (SOW)

a detailed document that defines the scope, timeline, deliverables, and pricing for a specific Engagement, either using our template or in a mutually agreed format.

Subscription

an ongoing service arrangement where a Client pays a recurring monthly fee for a defined set of development services and support hours.

Terms

these Terms and Conditions of Service.

Work or Development Work

any software development, design implementation, infrastructure setup, or technical work undertaken by Actually.tech as part of an Engagement.

Introduction

1. Actually.tech was founded to provide on-demand, AI-accelerated software development services with human expertise. We combine modern development tools, artificial intelligence, and experienced human developers to deliver production-ready applications efficiently.

2. We provide Development Services through two primary models: (i) subscription-based ongoing development where Clients pay a fixed monthly fee for a defined service package, and (ii) project-based development where Clients engage us for specific projects defined in a Statement of Work.

3. These Terms constitute a contract between all users of the Platform and/or our Services ("You") and Actually.tech. Your use of our Platform or Services is subject to these Terms and by using the Platform or engaging our Services you agree to be bound by them. If you do not agree to these terms, you must not use our Platform or Services.

Service Models

Subscription Services

4. Actually.tech offers subscription-based Development Services at defined monthly rates. Subscription packages may include:

• A defined number of development hours per month
• Specified technical services (e.g., web development, mobile development, API development)
• Access to specific support levels and response times
• Infrastructure and deployment services

5. Subscription services operate on a monthly billing cycle. Unused hours in a subscription month do not roll over to subsequent months unless explicitly stated in your subscription agreement.

6. Clients may upgrade or downgrade their subscription package with one month's notice. Changes take effect at the start of the next billing cycle.

Project-Based Services

7. For project-based Engagements, Clients submit a Brief describing their requirements. Actually.tech will respond with a Statement of Work that includes:

• Detailed scope of work and deliverables
• Timeline and milestones
• Total project fee or payment schedule
• Technical specifications and approach
• Acceptance criteria

8. An Engagement is formed when the Client accepts the Statement of Work in writing (including electronic acceptance). Both parties are bound by the terms in the Statement of Work and these Terms.

On-Demand Services

9. For smaller requirements or urgent requests, Actually.tech offers on-demand services. These are billed hourly or at fixed rates for defined tasks, with work commencing after Client approval and payment arrangement.

Client Responsibilities

10. When using our Platform or Services, Clients represent and warrant that:

• You have the legal authority to enter into this agreement and bind your organization if applicable
• All information provided to us is accurate and truthful
• You have the necessary rights to any materials, designs, content, or intellectual property you provide to us
• You will respond promptly to our requests for information, feedback, or approvals needed to complete the Work
• You will not use our Services for any illegal or unauthorized purpose
• You will comply with all applicable laws and regulations

11. Clients must provide timely access to:

• Design files, specifications, or other materials needed for development
• Staging or production environments where deployments are required
• Third-party services or APIs that integrate with the Work
• Feedback and approvals at agreed milestones

12. Delays in providing required materials, access, or feedback may impact project timelines. We will notify you of any timeline impacts caused by such delays.

Our Responsibilities

13. Actually.tech commits to:

• Deliver Development Services with reasonable skill and care
• Follow industry best practices for software development
• Use secure development practices and protect your data
• Communicate openly and transparently about project progress
• Meet agreed deadlines or notify you promptly if issues arise
• Deliver production-ready, well-documented code

14. We use modern development tools including AI-assisted development tools (such as GitHub Copilot, Cursor, Claude, ChatGPT, and similar technologies). All AI-generated code is reviewed, tested, and validated by experienced human developers before delivery.

15. We follow enterprise-grade development practices including:

• Version control (Git)
• Automated testing where appropriate
• Code review processes
• Security best practices
• Infrastructure as code (Terraform, Kubernetes)
• CI/CD pipelines for deployments

Intellectual Property

Client-Provided Materials

16. You retain all ownership rights to any materials, designs, content, or intellectual property you provide to us. By providing these materials, you grant us a non-exclusive license to use them solely for the purpose of delivering the Development Services.

Deliverables and Work Product

17. For project-based work: Upon full payment of all Fees, ownership of custom code and deliverables created specifically for your project transfers to you. This includes source code, documentation, and configuration files.

18. For subscription services: Ownership of work product transfers continuously as it is delivered and paid for through the monthly subscription fee.

Retained Rights and Reusable Components

19. Actually.tech retains ownership of:

• Pre-existing tools, libraries, frameworks, and components we use across multiple projects
• General development methodologies, processes, and know-how
• Any open-source code or third-party libraries incorporated into the Work

20. We may develop reusable components, utilities, or tools during your project. These remain our intellectual property, but you receive a perpetual, non-exclusive license to use them as part of your Deliverables.

Open Source Software

21. We frequently use open-source libraries, frameworks, and tools. All open-source software remains subject to its original license terms. We will identify any open-source components used and their licenses.

Non-Infringement

22. Actually.tech warrants that the Work we deliver will not infringe the intellectual property rights of any third party. If any claim of infringement arises from our Work, we will defend against such claim at our expense and either modify the Work to make it non-infringing or obtain the necessary rights for you to use it.

Payment Terms and Fees

Subscription Services

23. Subscription fees are billed monthly in advance. Payment is due within 7 days of the invoice date unless otherwise agreed in writing.

24. Subscription fees are fixed for the agreed subscription tier and do not vary based on actual hours used (subject to the defined hour limits).

25. Subscription services will auto-renew monthly unless cancelled with 30 days' written notice before the end of the current billing period.

Project-Based Services

26. For project-based work, payment terms are specified in the Statement of Work. Typical payment structures include:

• Milestone-based payments (e.g., 30% upfront, 40% at mid-project review, 30% on completion)
• Phased payments aligned with delivery of defined components
• Full payment upfront for smaller projects

27. We reserve the right to pause work if payment becomes overdue by more than 14 days. Work will resume upon receipt of outstanding payment.

Additional Services

28. Work requested outside the scope of a Statement of Work or subscription agreement ("out-of-scope work") will be billed separately. We will notify you of any out-of-scope requests and obtain approval before proceeding.

Late Payment

29. If any payment is not made by the due date, you shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment in full, whether before or after judgment.

30. All Fees shall be paid in full without any set-off, counterclaim, deduction, or withholding (except for any deduction or withholding required by law).

Expenses

31. Unless otherwise stated in the Statement of Work, our Fees do not include third-party costs such as:

• Cloud hosting and infrastructure costs
• Third-party service subscriptions or API usage fees
• Software licenses
• Domain registration and SSL certificates

32. We will obtain your approval before incurring any third-party costs on your behalf. These costs will be invoiced separately or included in agreed monthly billing.

Project Changes and Scope Management

33. Changes to project scope, requirements, or deliverables after a Statement of Work is agreed must be documented in a written change request.

34. We will assess the impact of requested changes on timeline and cost and provide a change estimate for your approval before proceeding.

35. Significant changes may require an amended Statement of Work to be agreed by both parties.

Acceptance and Testing

36. For project-based work, Deliverables will be provided for Client review and acceptance as specified in the Statement of Work.

37. Unless otherwise specified, you have 7 business days from delivery to review Deliverables and notify us of any issues or non-conformance with the acceptance criteria.

38. If no issues are raised within the acceptance period, or if you put the Deliverables into production use, the Deliverables are deemed accepted.

39. If you identify issues that constitute non-conformance with the agreed specification, we will remedy them at no additional cost within a reasonable timeframe.

40. Additional features, enhancements, or changes to requirements beyond the agreed specification constitute new work and may be subject to additional fees.

Support and Maintenance

41. For subscription services, ongoing support is included as specified in your subscription package.

42. For project-based work, we provide a warranty period (typically 30-90 days as specified in the Statement of Work) during which we will fix bugs and issues at no additional charge.

43. After the warranty period, ongoing support, maintenance, and updates are available through a subscription package or separate support agreement.

44. Emergency support outside normal business hours may be available and is subject to premium rates.

Confidentiality

45. Both parties agree to keep confidential all information about the other party's business, operations, and confidential materials disclosed during the Engagement.

46. This obligation does not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was rightfully in the receiving party's possession before disclosure
• Is independently developed without use of the confidential information
• Is required to be disclosed by law or court order

47. We may disclose your confidential information to our employees, contractors, and subcontractors who need to know it to deliver the Services, provided they are bound by similar confidentiality obligations.

48. We will implement appropriate technical and organizational measures to protect your confidential information and data.

Data Protection and Privacy

49. We will process any personal data in accordance with our Privacy Policy and applicable data protection laws including UK GDPR.

50. Where we process personal data on your behalf as part of Development Services, you are the data controller and we are the data processor. We will process such data only on your documented instructions.

51. We will implement appropriate security measures to protect personal data and will notify you promptly of any data breach affecting your data.

Warranties and Representations

52. We warrant that:

• We will perform Services with reasonable skill and care
• We have the right and authority to enter into this agreement and deliver the Services
• The Work will materially conform to the specifications in the Statement of Work
• We will comply with applicable laws and regulations in performing the Services

53. Except as expressly stated in these Terms, we provide the Services "as is" and make no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.

54. We do not warrant that:

• The Services will be uninterrupted or error-free
• The Work will meet all your requirements beyond those specified in the Statement of Work
• Third-party services or APIs integrated into the Work will remain available or unchanged

Limitation of Liability

55. Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited by law

56. Subject to clause 55, we will not be liable for:

• Loss of profits, revenue, or business
• Loss of anticipated savings
• Loss of data or information
• Loss of business opportunity, goodwill, or reputation
• Any indirect, special, or consequential losses

57. Subject to clause 55, our total liability to you under or in connection with an Engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by you under that Engagement (or in the case of subscription services, the total Fees paid in the 12 months preceding the claim).

58. We are not responsible for:

• Delays or failures caused by factors beyond our reasonable control
• Issues arising from your failure to provide required information, access, or approvals
• Problems with third-party services, APIs, or platforms that we integrate with but do not control
• Any modifications you or third parties make to our Work after delivery

Termination

Subscription Services

59. Either party may terminate a subscription agreement with 30 days' written notice.

60. We may terminate immediately if you fail to pay any invoice within 30 days of the due date.

61. Fees paid for the current month are non-refundable. Upon termination, we will deliver all completed work to you in a usable format.

Project-Based Services

62. Either party may terminate a project-based Engagement for convenience with 14 days' written notice.

63. If you terminate for convenience, you remain liable for:

• Payment for all work completed to the termination date
• Payment for work in progress on a pro-rata basis
• Any non-cancellable third-party costs already incurred

64. We may terminate immediately if you materially breach these Terms and fail to remedy the breach within 14 days of written notice.

Effect of Termination

65. Upon termination:

• We will provide you with all completed Deliverables and work in progress
• You will pay all outstanding Fees for work completed
• Both parties will return or destroy confidential information belonging to the other party
• Clauses relating to payment, intellectual property, confidentiality, and limitation of liability survive termination

Use of Platform

66. You may access and use our Platform to request Services, communicate with us, review project progress, and access documentation.

67. You must not:

• Use the Platform in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to the Platform or related systems
• Introduce viruses, malware, or other malicious code
• Attempt to reverse engineer or copy any aspect of the Platform
• Use automated systems to scrape or extract data from the Platform

68. We may suspend or restrict your access to the Platform if we reasonably believe you are in breach of these Terms.

69. We do not guarantee that the Platform will be available without interruption. We may suspend the Platform for maintenance or upgrades with reasonable notice where possible.

Third-Party Services and Links

70. Our Platform may contain links to third-party websites, services, or resources. We do not control or endorse such third-party services and are not responsible for their content, availability, or practices.

71. Development Work may integrate with third-party services, APIs, or platforms (such as payment processors, cloud hosting, authentication services, etc.). We are not responsible for the availability, functionality, or terms of service of such third-party services.

72. You are responsible for complying with the terms of service of any third-party services you use or that are integrated into the Work.

Insurance

73. Actually.tech maintains professional indemnity insurance and public liability insurance appropriate for the Services we provide.

General

74. These Terms may be updated by us from time to time. We will notify you of material changes. Continued use of the Services after changes constitutes acceptance of the updated Terms.

75. These Terms, together with any Statement of Work or subscription agreement, contain the entire agreement between the parties and supersede all prior discussions or agreements.

76. Nothing in these Terms creates a partnership, joint venture, or agency relationship between you and Actually.tech.

77. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full effect.

78. No delay or failure by either party to exercise any right shall constitute a waiver of that right.

79. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights or obligations to a successor or affiliate.

80. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

81. Any notices under these Terms must be in writing and sent to the registered office address (for Actually.tech) or the contact email on record (for Clients). Email notices are acceptable and deemed received when sent to the appropriate address.

Governing Law and Jurisdiction

82. These Terms shall be governed by and interpreted according to the law of England and Wales.

83. All disputes arising under these Terms (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Contact Information

84. If you have any questions about these Terms or wish to exercise any of your rights, please contact us:

• Email: team@actually.tech
• Registered Address: We Love Micro Ltd, Unit 6, The Lodge, 120b Lower Road, SE16 2UB, United Kingdom
• Company Number: 09957089

Last updated: 1 December 2025