📄 Terms of Service

1. Introduction

Technocode LTD is registered in the UK and provides professional technical services. By accessing or using the website and services of Technocode LTD (“we,” “us,” “our”), you agree to be bound by these Terms of Service. If you do not accept these Terms, you must not use our services.

2. Company Information

3. Operational Mandate & Exclusions

Technocode LTD is mandated to provide bespoke intellectual and technical expertise only. The Company strictly excludes activities that would classify it under regulated financial or transactional sectors:

• No Transactions or Marketplaces: We do not operate as a Payment Service Provider (PSP) or facilitate any third-party sales.
• No Products: We do not sell physical goods, ready-made software, licenses, or off-the-shelf digital products. Services result in bespoke code or consulting advice.
• Excluded Sectors: Our services cannot be used to support any regulated financial, payment, investment, or high-risk transactional activities. Utility services such as telecom, SMS, or infrastructure provisioning are also excluded.

4. Intellectual Property Rights

All website content, code, and materials are owned by Technocode LTD or our licensors. No content may be copied, reproduced, or distributed without written permission unless otherwise permitted by law.

5. Professional Services Provided (Time & Expertise)

We offer high-calibre, contract-based professional and technical services, including:

• Custom software development (coding and technical implementation).
• System architecture and technical consulting.
• Project advisory and technical review.

Services are strictly intellectual. Specific deliverables, timelines, and pricing are defined exclusively in a formal written project agreement for each client.

6. Ownership & Licensing of Deliverables

• All bespoke code, work product, and digital assets created specifically for the Client remain our property until full and final payment is received.
• Upon full payment, the ownership and copyright of the custom-developed deliverables transfer to the Client as defined in the relevant project agreement.
• Consulting Advice and General Expertise: Ownership of general knowledge, expertise, and non-bespoke tools used by us remains with Technocode LTD.
• Clients may use the transferred deliverables for any lawful commercial purpose, but may not resell or redistribute the code or assets as standalone products without an additional written license agreement.

7. Invoicing and Payment Terms

Our services are billed on a time-and-materials basis (T&M) or a fixed retainer fee, as stipulated in the Project Agreement. Invoices reflect the professional hours, resources, and expertise invested.

• Professional time is generally tracked and billed in 15-minute increments.
• Invoices are typically issued in GBP (£) unless otherwise agreed upon in the Project Agreement. VAT (Value Added Tax) will be applied where legally required.
• We accept payment via bank transfer (SEPA/SWIFT/FP) and approved card processors.
• Payment is due within the terms specified on the invoice. Failure to pay may result in suspension of services and a lien on intellectual property rights until payment is settled.

8. Warranties & Quality

We provide services with reasonable skill and care, consistent with generally accepted industry standards for custom software development in the United Kingdom.

• We do not guarantee that software will be error-free.
• Right to Repeat Performance (Consumer): If services are provided but fail to conform to the agreed-upon specifications, the Client’s primary remedy is the right to request a repeat performance of the specific non-conforming service at no extra cost, provided the request is made within 14 days of the deliverable’s receipt.
• If a deliverable still does not meet agreed specifications after repeat performance, or if repeat performance is impossible, our liability is limited to refunding the fees paid for the specific non-conforming work.

9. Limitation of Liability

• To the maximum extent permitted by law, we are not liable for indirect or consequential losses, such as lost profits, lost data, or business interruption.
• Our total liability for any claim is limited to the total fees paid for the services giving rise to the claim.
• Payment Disputes and Completed Work: Fees for documented professional hours and completed deliverables are considered fully earned and non-refundable upon payment, except as otherwise provided in Sections 8 and 17. If the Client has any concerns regarding an invoice or the services provided, the Client is encouraged to contact Technocode LTD so that we can review and attempt to resolve the matter promptly.
• This limitation does not apply to liability for death, personal injury, fraud, or any matter that cannot be excluded by law, including the Client’s statutory rights under the Consumer Rights Act 2015 and related legislation.

9.1. Dispute Resolution & Chargebacks

• We are committed to providing transparent, high-quality professional services. If the Client believes that a deliverable or invoice does not match expectations, we ask that the Client contacts us at contact@technocode.dev so that we can investigate and resolve the matter promptly.
• In most cases, service-related concerns can be resolved quickly through clarification, review or repeat performance, as described in Section 8 (Warranties & Quality).
• If the Client chooses to raise a payment dispute with their bank or payment provider after services have already been delivered and logged in timesheets, the Company may provide evidence of completed work to assist the payment provider in assessing the claim.
• Nothing in this section limits the Client’s statutory rights under UK law or the ability to raise a legitimate chargeback. Our goal is to resolve concerns fairly and efficiently through direct communication wherever possible.

10. Client Responsibilities

• Provide accurate project requirements and timely feedback.
• Ensure rights to all materials supplied to us.
• Test deliverables and report issues within agreed timelines.

11. Third-Party Dependencies

Deliverables may include third-party or open-source components. We make reasonable efforts to ensure compatibility, but we are not responsible for vulnerabilities or licensing restrictions imposed by third-party software.

12. Indemnification

The Client agrees to indemnify and hold Technocode LTD harmless from any claims, damages, liabilities, or expenses arising from:

• The Client’s breach of these Terms;
• The Client’s violation of any third-party rights;
• Any materials, content, or instructions the Client provides for use in a project.

13. External Links

Our website may contain links to third-party sites. We do not control or endorse their content or guarantee the safety or accuracy of the linked content. We are not responsible for any damages resulting from their use.

14. Changes to Terms

We may update these Terms from time to time. Continued use of our services after changes take effect constitutes acceptance of the revised Terms.

15. Governing Law

These Terms are governed by the laws of England and Wales. All disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

16. Data Protection

We handle personal data in accordance with UK GDPR and maintain appropriate technical and organisational measures to protect client information. We act as a Data Processor for client data to the extent defined in the UK GDPR and only process data on documented client instructions.

17. Refund & Cancellation Policy

Due to the bespoke, time-based nature of our professional services, all fees relate to the expertise and resources invested up to the point of invoicing.

• Fees for Documented Time: Refunds for professional hours, consulting time, or deliverables already provided and documented in timesheets or the Project Agreement are not provided, as the fee is considered earned upon delivery of the service.
• Prepaid Work: Cancellation before work on a specific project phase begins entitles the Client to a full refund of prepaid amounts for that specific phase.
• Retainer Services: Subscription or retainer services may be cancelled at any time by giving 30 days’ written notice, but are non-refundable for the current billing period once it has commenced.

• Dispute Resolution (IDR) and Response Time: Any dispute regarding the quality or delivery of services should be raised directly with Technocode LTD via the contact email within 14 days of the invoice date. Technocode LTD commits to responding to all formal complaints within 7 business days, providing a transparent internal process. The Client is encouraged to contact Technocode LTD first so that we can review and resolve any concerns quickly and transparently. In most cases, issues can be settled promptly without the need for a payment dispute.
• Statutory Rights: These Terms do not affect any statutory rights the Client may have under the Consumer Rights Act 2015 or other UK legislation, including Section 75 of the Consumer Credit Act 1974. We ask that the Client uses the internal dispute resolution process defined herein as the preferred first step for resolving any concerns related to service delivery and quality.

18. Contact