Business Terms¶

1. About these terms¶

These Business Terms apply to software-development and technical-consultancy Services supplied by TWOFOX Limited through twfx.dev to a Client for an agreed Project. They do not govern use of the public Website, which is governed by the Website Terms.

Each Project must be recorded in a written proposal, statement of work, quotation, order, email exchange or other document that the parties expressly accept (a Project Agreement). A Project Agreement should identify the Services, Deliverables, fees, any timetable, acceptance arrangements and any Project-specific terms.

If there is a conflict, the Project Agreement takes priority over these Business Terms for that Project. Project-specific data-processing terms take priority for the processing of personal data.

These Business Terms may apply whether the Client is acting in the course of a business or as an individual. A Client who is an individual acting wholly or mainly outside their trade, business, craft or profession may have statutory consumer rights. Nothing in these Business Terms or a Project Agreement is intended to exclude, restrict or override a right that cannot lawfully be excluded, restricted or overridden.

Before entering into a Project Agreement with a consumer, TWOFOX Limited will provide the pre-contract information, cancellation information and other notices required by applicable law. Where a consumer Project is made at a distance or away from TWOFOX Limited's business premises, its Project Agreement must contain or be accompanied by the consumer-specific information and acknowledgements required for that method of contracting. The working Project Agreement is not a substitute for those notices.

2. Definitions¶

In these Business Terms:

Client means the person or organisation entering into a Project Agreement with TWOFOX Limited.
Deliverables means the Software, documentation, configuration, technical material or other outputs expressly identified in a Project Agreement.
Project means the agreed engagement described in the Project Agreement.
Project Agreement means the written proposal, statement of work, quotation, order, email exchange or other document recording a Project that the parties expressly accept.
Services means the software-development and technical-consultancy work agreed for the Project.
Software means any software, source code, executable, script, study, indicator, automation, integration or other software component supplied as part of the Deliverables.
TWOFOX Materials means TWOFOX Limited's pre-existing or independently developed libraries, frameworks, components, tools, templates, techniques, processes, know-how and other materials, including their modifications and developments.

3. Formation, scope and changes¶

An enquiry, discussion, technical exploration, estimate or proposal does not by itself oblige either party to enter into a Project. A Project begins only when the parties have expressly accepted a Project Agreement.

TWOFOX Limited will provide the Services described in the Project Agreement. Work outside that scope, including a new requirement, changed assumption, additional integration or compatibility work, must be agreed as a change to the Project Agreement before it is treated as included work.

Unless a Project Agreement expressly states otherwise, an indication of cost, effort, delivery date or schedule is an estimate rather than a guarantee. A fixed price, milestone arrangement or delivery commitment must be expressly identified in the Project Agreement.

4. Client responsibilities¶

The Client must provide timely, accurate and complete information, instructions, decisions, approvals, access, test environments, accounts, credentials, licences and other co-operation reasonably needed for the agreed Services. The Client must ensure that it has the authority and rights needed to provide any material, data, system access, strategy logic or instruction used in the Project.

The Client remains responsible for its systems, accounts, credentials, operational decisions and use of third-party services, except to the extent a Project Agreement expressly places a particular task on TWOFOX Limited.

If Client co-operation or a dependency is delayed, incomplete or unsuitable, the parties will discuss the resulting effect on scope, cost and timetable. TWOFOX Limited is not responsible for a delay or failure caused by such a matter outside its reasonable control.

5. Fees, tax, invoicing and payment¶

The applicable fees, expenses, invoicing arrangements, payment dates and any tax treatment must be stated in the Project Agreement. The Client must pay the amounts due in accordance with that agreement.

Any additional work, including agreed scope changes, will be charged only on the basis stated in the Project Agreement or otherwise agreed in writing before the work is undertaken. The parties should record the effect of a change on fees, schedule, Deliverables and any acceptance arrangements.

Any right to suspend work for late payment, interest on overdue amounts, debt recovery costs, deposits, cancellation charges or refunds must be expressly agreed for the Project.

6. Testing, delivery, acceptance and defects¶

The Project Agreement should state the delivery method, any acceptance criteria and the process and period for testing the Deliverables. The Client must test the Deliverables promptly using the environments, data and conditions that are relevant to the agreed scope, and report any material failure to conform to the agreed specification with sufficient detail for it to be investigated.

A defect is a reproducible material failure of the Deliverables to conform to the agreed specification. A request to alter the specification, add a feature, change a workflow, improve performance outside the specification or accommodate a change in a third-party dependency is not a defect and must be handled as a scope change unless otherwise agreed.

The period, remedy and process for correcting defects, and any consequence of acceptance, must be stated in the Project Agreement. Acceptance of Software functioning against an agreed specification does not represent or imply any assurance about trading or financial performance.

7. Third-party systems and dependencies¶

Software may depend on or interact with third-party systems, including trading platforms, brokers, exchanges, market-data providers, operating systems, APIs, libraries, networks and hosting or computing infrastructure. Those systems are outside TWOFOX Limited's control and may change, be unavailable, be restricted, produce inaccurate data or become incompatible with the Software.

The Project Agreement should identify material third-party dependencies and which party is responsible for obtaining accounts, access, licences or permissions. Unless expressly agreed otherwise, changes required because of a third-party system, interface, service or rule are outside the agreed scope and may require additional work.

8. Intellectual property and source code¶

Each party retains ownership of its intellectual property that existed before the Project or is developed independently of it. The Client retains ownership of the materials it provides. The Client grants TWOFOX Limited a non-exclusive, limited right to use those materials solely to perform the Services.

TWOFOX Limited retains ownership of the TWOFOX Materials, whether or not they are used, adapted or incorporated in a Deliverable. No assignment or licence of TWOFOX Materials is implied. Any right for the Client to use them must be expressly stated in the Project Agreement.

The ownership, licence and delivery arrangements for Client-specific Deliverables, including source code, must be expressly recorded in the Project Agreement. In particular, a Project Agreement must state whether source code is a Deliverable, the conditions for its release and any rights of use, modification, disclosure or onward supply. No transfer of intellectual property or source code is implied merely because a Project has been commissioned or paid for.

Third-party software, open-source software, data and services remain subject to their applicable terms. The Client must comply with terms that apply to its use of a third-party component, platform, account or data source.

9. Confidentiality and data¶

Each party must keep the other party's confidential information confidential and use it only for the Project. This does not apply to information that is public other than through a breach of this clause, was lawfully known without an obligation of confidence, is lawfully received from another source, or must be disclosed by law or a regulator. Where disclosure is required, the receiving party will, where lawful and practicable, give prior notice to the other party.

The Privacy Policy explains TWOFOX Limited's processing of personal data in connection with enquiries and Projects. If TWOFOX Limited processes personal data on the Client's documented instructions as a processor, the parties must put appropriate Project-specific data-processing terms in place before that processing begins.

10. Support, maintenance, suspension and termination¶

Support, maintenance, updates, monitoring, hosting and compatibility work are included only where a Project Agreement expressly says so. No continuing support or update obligation arises solely from delivery of Software.

The Project Agreement must state the duration of the Project, any termination rights, the treatment of work in progress and any consequences of suspension or termination. Either party retains its rights and remedies for a material breach of the Project Agreement.

On termination, each party must return or securely delete the other party's confidential information where appropriate, subject to legal retention duties, ordinary backups and any Project Agreement. Clauses that by their nature are intended to continue, including those concerning accrued payment obligations, confidentiality, intellectual property, liability and governing law, will continue after termination.

TWOFOX Limited will perform the Services with reasonable care and skill. The Project Agreement may set out any additional warranty, remedy or limitation that the parties have agreed for the Project. Any limitation or exclusion of liability must be expressly agreed and should be subject to legal review.

Nothing in these Business Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Where the Client is a consumer, its statutory rights and remedies remain unaffected.

TWOFOX Limited provides software-development and technical-consultancy Services, not investment, trading, financial, legal, tax or regulatory advice. Where Software implements, automates, translates, modifies or connects a Client's strategy, rule set or workflow, that does not mean TWOFOX Limited has assessed, approved, endorsed, recommended or validated it. The Client remains responsible for its trading and investment decisions, live deployment and operational controls, subject to the agreed Project scope.

Software conforming to an agreed specification is different from a strategy or trading decision achieving a financial outcome. The Disclaimer and Risk Disclosure explain the relevant limitations and risks and should be read with these Business Terms.

12. Notices and general terms¶

Notices and Project communications must be in writing and sent using the contact details stated in the Project Agreement, unless the parties agree another written method. The parties may use electronic communications and electronic signatures for a Project Agreement, subject to applicable law.

Neither party may transfer a Project Agreement without the other party's prior written consent, except as part of a genuine transfer of the relevant business or assets, provided that the transferee can perform the transferring party's obligations.

If a provision of these Business Terms or a Project Agreement is invalid or unenforceable, the remaining provisions continue in effect. A delay or failure to exercise a right does not waive that right. These Business Terms and the Project Agreement form the entire agreement for the Project, except that this does not exclude liability for fraudulent misrepresentation.

13. Governing law and jurisdiction¶

These Business Terms and each Project Agreement are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle a dispute or claim arising out of or in connection with them.

Last updated: 2026-09-21