Terms of Service

1. Definitions

In these Terms of Service the following words carry the meanings set out below unless the context clearly requires otherwise.

• Company means DFH DEVELOPMENTS LTD, registered at Waukrigg Mill, Duke Street, GALASHIELS - TD1 1QD, United Kingdom (GB).
• Client means the person or organisation that engages the Company for services.
• Website means the site published at dfhdevelopments.buzz and its subpages.
• Services means the software development, integration, infrastructure, cloud, due diligence and support work described on the Website or in a statement of work.
• Statement of Work means a written document describing the deliverables, fees, timeline and conditions for a specific engagement.
• Deliverable means any software, document, design, report or other item produced by the Company for the Client.
• Business Day means any day other than a Saturday, a Sunday or a public holiday in the United Kingdom.
• Confidential Information means non public information disclosed by one party to the other in connection with the services.

A reference to a statute includes any amendment, replacement or re enactment of it. A reference to the singular includes the plural where the context allows, and headings are for convenience only and do not affect interpretation.

2. Acceptance of These Terms

By browsing the Website, submitting an enquiry, requesting a proposal, accepting a quotation, placing an order or receiving services, you confirm that you accept these terms. If you act on behalf of an organisation, you confirm that you are authorised to bind that organisation, and references to you include that organisation.

These terms apply to the exclusion of any other terms that you may seek to impose, including any terms contained in a purchase order, a supplier portal or a standard form, unless the Company agrees in writing to vary them. The Company may update these terms from time to time, and the version published on the Website at the time of your engagement governs that engagement.

3. Eligibility and Authority

The Website and the services are intended for business and professional use. By using the Website you confirm that you are at least eighteen years of age and that you have the legal capacity to enter into a binding agreement. The Company does not knowingly provide services to a person who lacks capacity, and it may decline or withdraw a service where it has reasonable grounds to believe that a person is not eligible.

Where you use the Website or engage the Company on behalf of a business, you confirm that the business is properly constituted, that it has the authority to enter into the agreement, and that the person providing instructions is authorised to do so. The Company may request evidence of authority before commencing work.

4. Scope of Services

The Company provides six service lines. Bespoke software development covers the design, build, testing and handover of custom applications. Systems integration covers the joining of existing systems, devices and data sources into a coherent flow. IT infrastructure design covers networks, servers, storage, power protection and device estates. Cloud solutions cover landing zones, migration, hybrid estates and cost management. Technical due diligence covers the review of code, architecture, suppliers and security for investors, buyers and boards. Managed support covers monitoring, patching, backup, helpdesk and continuous improvement.

The exact scope of any engagement is set out in a written statement of work. Anything not expressly included in that document is outside the scope and may be quoted separately. The Company may describe services on the Website for information, but a description on the Website is not an offer and does not create a binding obligation.

Where a statement of work refers to assumptions, dependencies or client responsibilities, those items form part of the scope. If an assumption proves to be incorrect, the Company will notify the Client and the parties will agree a variation before the affected work continues.

5. Quotations and Proposals

A quotation or proposal issued by the Company is valid for thirty days from its date unless it states otherwise. A quotation is an invitation to treat and does not constitute a binding offer. Prices in a quotation are based on the information available at the time, and the Company may revise a quotation if the underlying requirements change materially before a contract is formed.

Quotations are prepared in good faith from the information supplied. Where a Client provides incomplete or inaccurate information, the Company may qualify its quotation or decline to proceed. Estimates of effort and duration are professional judgements and are given as estimates unless a fixed price or fixed duration is expressly agreed in writing.

A proposal may include options, phases and assumptions. Selection of an option does not commit either party until a statement of work is signed or an order is accepted in writing by the Company.

6. Formation of a Contract

A contract is formed when the Company accepts a Client order in writing, or when both parties sign a statement of work, whichever occurs first. The contract consists of the signed statement of work, these terms and any documents expressly incorporated by reference. Where documents conflict, the order of precedence is the signed statement of work, then these terms, then any other incorporated document.

The Company may decline an order for any lawful reason, including where the request falls outside its competence, where a conflict of interest exists, or where accepting the work would require a commitment that cannot be met. Where an order is declined, any payment already received for the declined work is refunded without deduction.

No variation of a contract is effective unless it is agreed in writing by both parties. Continued performance after an unauthorised variation does not amount to acceptance of that variation.

7. Fees, Invoicing and Payment

Fees are set out in the statement of work. Unless agreed otherwise, fees are quoted in pounds sterling and exclude value added tax, which is added where it is chargeable. The Company may charge for reasonable expenses incurred in delivering the services, provided those expenses are described in the statement of work or agreed in advance.

Invoices are issued on the schedule set out in the statement of work. Where no schedule is stated, invoices are issued monthly for work performed and for expenses incurred. Payment is due within thirty days of the invoice date unless the statement of work says otherwise. Time and materials work is invoiced against records of time and cost that are available for inspection by the Client.

Late payment may attract interest and compensation in line with the law applicable to commercial debts in the United Kingdom. The Company may suspend work or support where an invoice remains unpaid after a written reminder and a reasonable opportunity to pay, and it will give notice before suspending so that the Client can make alternative arrangements. Amounts already invoiced for work properly performed remain payable even if the engagement ends for another reason.

The Client is responsible for any taxes, duties or levies imposed by a jurisdiction other than the United Kingdom that apply to the engagement. Each party bears its own costs of complying with its own tax obligations.

8. Client Obligations

A successful engagement depends on cooperation from the Client. The Client agrees to provide accurate information, timely decisions, access to systems and people, and a named point of contact with authority to approve work.

• Provide access to premises, systems and data that is reasonably required for the work.
• Respond to requests for information or approval within the agreed timescales.
• Ensure that any data supplied for the work is lawfully held and may lawfully be used.
• Maintain the security of its own credentials, devices and networks.
• Nominate an authorised representative for decisions and acceptance.
• Comply with the licence terms of any third party component it supplies or requires.

Where the Client fails to meet an obligation and that failure delays the work, the Company may adjust the timeline and charge for time lost, having given notice of the delay and a reasonable opportunity to remedy it. The Company will not treat a delay as a breach where the Client is actively working to resolve it.

9. Timelines and Delivery

Timelines in a statement of work are estimates based on the information and assumptions available at the time. The Company will use reasonable skill and care to meet the agreed dates and will notify the Client promptly if a date is at risk, together with the reason and the proposed recovery.

Delivery dates may be adjusted where the Client requests changes, where dependencies are not met, where third parties delay a required component, or where an event outside the reasonable control of the Company occurs. Any adjustment is agreed in writing, and the Company will take reasonable steps to reduce the effect of the delay.

Where the services are delivered in phases, each phase is treated as a separate milestone for the purpose of acceptance and payment, unless the statement of work says otherwise. Delay in one phase does not automatically delay a later phase that is independent of it.

10. Changes and Variations

Either party may request a change to the scope, the deliverables, the timeline or the fees. A change request is recorded in writing, assessed for its effect on cost and schedule, and either accepted or declined. No change is implemented until it is agreed in writing by both parties.

Where a change is urgent and a written agreement cannot be completed in time, the Company may act on a clear written instruction from an authorised representative and will confirm the commercial effect as soon as practicable afterwards. The Client remains responsible for the cost of work properly instructed in that way.

The Company may make changes to a deliverable that do not affect the agreed scope, such as internal refactoring, library updates or documentation improvements, provided the change does not reduce the agreed functionality or quality.

11. Acceptance and Testing

Where a deliverable is subject to acceptance, the Company will present it for testing against the criteria set out in the statement of work. The Client will carry out the tests within the period stated in the statement of work, or within ten business days if no period is stated.

A deliverable is accepted when the Client confirms acceptance in writing, when the Client puts the deliverable into productive use, or when the acceptance period expires without a written notice of a material defect. Where the Client reports a material defect within the acceptance period, the Company will correct it and present the deliverable again for testing.

Minor defects that do not prevent the deliverable from performing its intended function do not justify withholding acceptance. Those defects are recorded and corrected in the normal course of the engagement, and acceptance may proceed subject to that list.

12. Intellectual Property

Unless the statement of work says otherwise, the Company retains ownership of the intellectual property in its pre existing materials, tools, libraries, methods and know how. The Company grants the Client a perpetual, non exclusive, worldwide licence to use those items to the extent they are embedded in a deliverable and necessary for the Client to use that deliverable.

On full payment of the fees for a deliverable, the Company assigns to the Client the intellectual property in the bespoke elements of that deliverable that were created specifically for the Client. This assignment does not extend to the pre existing items described above, nor to any third party component, which remains governed by its own licence.

The Client grants the Company a licence to use the Client materials, data and marks strictly for the purpose of delivering the services. The Client confirms that it has the right to grant that licence and that the Company use of those materials will not infringe the rights of a third party.

The Company may describe its work for the Client in general terms, such as a short case study or a list of sectors served, only with the prior written consent of the Client. Nothing in this clause permits the disclosure of Confidential Information.

13. Third Party Components

Deliverables may include third party components such as open source libraries, commercial software development kits or cloud services. The Company will identify material third party components in the documentation and will comply with the licence terms that apply to them.

Where a third party component is supplied under a licence that imposes obligations on the Client, the Client agrees to comply with those obligations. The Company does not warrant a third party component and is not responsible for a change to its terms, its availability or its security, though it will use reasonable efforts to notify the Client of a material change and to propose a remedy.

Where a Client requires a specific third party product, the Client is responsible for licensing it and for ensuring that its terms are compatible with the intended use. The Company may decline to work with a component whose licence is incompatible with the engagement.

14. Confidentiality

Each party will keep the Confidential Information of the other confidential and will use it only for the purpose of the engagement. Confidential Information will be disclosed only to those employees, contractors and advisers who need it in order to perform the work and who are bound by confidentiality obligations at least as protective as these terms.

These obligations do not apply to information that is already public, that becomes public through no fault of the receiving party, that was lawfully known before disclosure, that is independently developed without reference to the disclosure, or that must be disclosed by law or by a court order. Where disclosure is required by law, the receiving party will, where permitted, notify the other party so that protective steps can be considered.

Confidentiality obligations continue after the engagement ends. On request, or on termination, each party will return or securely destroy the Confidential Information of the other, except where retention is required by law or by a professional duty, in which case the retained material remains subject to these obligations.

15. Data Protection

Each party will comply with the data protection laws that apply to it. Where the Company processes personal data on behalf of the Client, the Client is the controller and the Company is the processor, and the parties will enter into a written data processing agreement that meets the requirements of the applicable law.

The Company will process personal data only on the documented instructions of the Client, will apply appropriate security measures, will assist the Client in responding to requests from individuals, will notify the Client of a personal data breach without undue delay, and will take reasonable steps to help the Client meet its own compliance obligations.

Where the Company engages a sub processor, it will impose data protection obligations on that sub processor that are at least as protective as those in the processing agreement, and it will remain responsible for the performance of the sub processor. Details of the current sub processors are available on request.

Where the Company processes personal data as a controller, for example in its own marketing or client administration, it does so in line with the Privacy Policy published on the Website.

16. Warranties and Service Levels

The Company warrants that it will perform the services with reasonable skill and care and in accordance with good industry practice. The Company warrants that a deliverable will materially conform to the specification in the statement of work for a period of ninety days after acceptance, unless a different period is agreed.

If a deliverable fails to conform to the specification during the warranty period and the Client reports the failure promptly with enough detail to reproduce it, the Company will correct the defect at no additional charge. This remedy does not apply where the failure results from a modification made by someone other than the Company, from use outside the agreed purpose, or from a third party component or environment outside the control of the Company.

Where a managed support service is provided, the applicable response and restoration targets are set out in the statement of work or in a separate service level schedule. Service levels may be subject to agreed exclusions, such as planned maintenance windows and events outside the reasonable control of the Company.

Except as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions and representations are excluded, whether express or implied. Nothing in these terms excludes a warranty or right that cannot lawfully be excluded.

17. Limitation of Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, the total liability of the Company arising out of or in connection with an engagement, whether in contract, in tort, by statute or otherwise, is limited to the total fees paid by the Client for the services giving rise to the claim in the twelve months preceding the event that gave rise to the liability.

Subject to the first paragraph of this section, the Company is not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, whether the loss was foreseeable or not.

The Client is responsible for maintaining adequate backups of its own data and systems outside any service provided by the Company. Where the Company provides backup as part of a service, the Client remains responsible for verifying that the backup meets its own recovery requirements.

Each limitation applies separately and survives the termination of the engagement. If a limitation is found to be unenforceable, the remaining limitations continue to apply.

18. Indemnities

The Client will indemnify the Company against any loss, damage, cost or expense arising from a claim that the Client materials, data or instructions infringe the rights of a third party, or from the Client use of a deliverable outside the scope or purpose agreed in the statement of work.

The Company will indemnify the Client against any loss, damage, cost or expense arising from a claim that a bespoke deliverable created by the Company for the Client infringes the intellectual property rights of a third party, provided that the Client notifies the Company promptly, allows the Company to control the defence, and does not settle the claim without the Company consent.

Where an indemnity applies, the indemnifying party may, at its option, procure the right for the other party to continue using the item, replace or modify the item so that it no longer infringes, or refund the fees paid for the affected item and require its return.

19. Term and Termination

An engagement begins on the date set out in the statement of work and continues until the services are complete or until it is terminated in accordance with this section. Either party may terminate for convenience by giving thirty days written notice, unless the statement of work provides a different notice period.

Either party may terminate immediately by written notice if the other party commits a material breach and does not remedy it within fourteen days of a written notice describing the breach, or if the other party becomes insolvent, enters administration or liquidation, or is unable to pay its debts as they fall due.

On termination, the Client will pay for all work properly performed and for all expenses properly incurred up to the effective date of termination. The Company will hand over the work in progress, the documents and the access that the Client has paid for, and will provide reasonable assistance with a transition at its standard rates.

Clauses that by their nature should survive termination, including those dealing with intellectual property, confidentiality, payment, limitation of liability and governing law, continue in force after the engagement ends.

20. Force Majeure

Neither party is liable for a delay or a failure to perform caused by an event outside its reasonable control. Such events include natural disaster, severe weather, fire, flood, epidemic or pandemic, war, civil unrest, industrial action, a failure of a public utility or telecommunications network, a cyber attack of national scale, and a lawful act of government.

The affected party will notify the other promptly, will take reasonable steps to mitigate the effect of the event, and will resume performance as soon as it is reasonably able. If the event continues for more than sixty days, either party may terminate the affected part of the engagement by written notice, and the Client will pay for work properly performed up to that date.

21. Acceptable Use of the Website

The Website is provided for information about the Company and its services. You may view and print pages for your own lawful business use, provided you do not remove any notice of ownership and do not present the material as your own.

You must not attempt to gain unauthorised access to the Website or to any system connected to it, must not interfere with its normal operation, must not introduce malicious code, must not scrape it at a rate that degrades service for others, and must not use it to send unlawful, misleading or abusive material. Automated access is permitted only where it complies with an applicable file published for that purpose or where the Company has agreed in writing.

The Company may suspend or withdraw access to the Website, in whole or in part, for maintenance, security or operational reasons. The Company does not guarantee that the Website will be available without interruption or free of error, and it excludes liability for loss caused by reliance on information published on the Website to the fullest extent permitted by law.

22. Non Solicitation

During an engagement and for six months after it ends, neither party will knowingly solicit for employment a member of the other party staff who was directly involved in the engagement, without the prior written consent of the other party. This restriction does not prevent a general recruitment campaign that is not targeted at the other party, and it does not restrict the rights of an individual to seek employment.

Where the Company introduces a contractor to a Client and the Client engages that contractor directly, the parties will agree an introduction fee in advance. This provision recognises the investment the Company makes in selecting and preparing the contractor and is intended to be reasonable in scope and duration.

23. Governing Law and Disputes

These terms and any dispute arising out of or in connection with them are governed by the law of Scotland, and the parties submit to the exclusive jurisdiction of the courts of Scotland, unless the parties agree in writing to a different forum for a particular dispute.

If a dispute arises, the parties will first attempt to resolve it through good faith discussion between senior representatives. If the dispute is not resolved within thirty days, the parties may agree to mediation before commencing court proceedings. Nothing in this section prevents a party from seeking urgent interim relief where that is necessary to protect its rights.

24. General Provisions

These terms, together with the statement of work and any documents expressly incorporated by reference, form the entire agreement between the parties and supersede any earlier discussion, correspondence or understanding relating to their subject matter.

A party does not waive a right by failing to enforce it on one occasion, and a waiver is effective only if it is given in writing. If a provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid provision that achieves as closely as possible the original intention.

Neither party may assign or transfer its rights or obligations under an engagement without the written consent of the other party, except to a group company as part of a corporate reorganisation, provided the other party is notified. A person who is not a party to the engagement has no right to enforce any of its terms.

Notices under these terms must be in writing and sent to the registered address of the Company or to the address provided by the Client, and they are treated as received on delivery where delivered by hand, or on the next business day where sent by a recognised courier or by email with confirmation of receipt.

25. How to Contact Us

Questions about these Terms of Service, a quotation, a statement of work or an existing engagement are welcome at any time. The mill office is the single point of contact for all contractual matters.

• Company: DFH DEVELOPMENTS LTD
• Developer identity: DFH Developments
• Address: Waukrigg Mill, Duke Street, GALASHIELS - TD1 1QD, United Kingdom (GB)
• Email: general@dfhdevelopments.buzz
• Telephone: +13466959893
• Contact name: Chen Du

These Terms of Service should be read together with the Privacy Policy, which explains how personal data is handled. Where a signed statement of work or master services agreement exists, that document takes precedence for the services it covers.