Terms & conditions

1. About us and these terms

1.1 This website is operated by BELL Technology Solutions Ltd (“BELL”, “we”, “us”, “our”), a company registered in England and Wales under company number 10781235, with its registered office at 71–75 Shelton Street, Covent Garden, London, England, WC2H 9JQ.

1.2 Our VAT registration number is [VAT NUMBER — insert or delete this sentence].

1.3 By using this website you accept these terms. If you do not accept them, please do not use the site.

1.4 These terms are written in English and any contract we form with you will be concluded in English.

1.5 We contract on a business-to-business basis. These terms assume you are acting in the course of a business, and the statutory rights available to consumers do not apply.

2. Using this website

2.1 We grant you a limited, non-exclusive, revocable licence to access and view this website for your own internal business purposes.

2.2 You must not:

• use the site in any way that is unlawful, fraudulent or harmful;
• attempt to gain unauthorised access to the site, its server, or any connected system;
• introduce viruses, trojans, worms or other malicious material;
• carry out any automated scraping, harvesting or data-mining without our written consent; or
• reproduce, republish or redistribute material from the site except as permitted in clause 3.

2.3 We may withdraw, suspend or change the site — or any part of it — without notice. We do not guarantee that the site will be available uninterrupted or error-free, and we are not liable if it is unavailable for any period.

2.4 Where the site links to third-party websites, those links are provided for information only. We have no control over the content of those sites and accept no responsibility for them.

2.5 Content on this website is provided for general information. It does not constitute advice and should not be relied on as the sole basis for any decision. Case studies, statistics and indicative prices are illustrative and are not an offer or a guarantee of any particular outcome.

3. Intellectual property in this website

3.1 We own or are licensed to use all intellectual property rights in this website and in the material published on it, including its text, design, code, graphics and the BELL name and logo. Those rights are reserved.

3.2 You may print or download extracts for your own internal business use, provided you do not modify them and you do not remove any copyright or proprietary notice.

3.3 You must not use any part of this website for commercial purposes without a licence from us.

4. Enquiries, quotes and forming a contract

4.1 An enquiry submitted through this website, by email or by telephone is an invitation for us to make a proposal. It does not create a contract and does not oblige either of us to proceed.

4.2 Prices shown on this website are indicative only. A binding price is given in a written proposal, quotation or statement of work (each a “Proposal”).

4.3 Unless the Proposal says otherwise, it remains open for acceptance for 30 days from its date, after which we may withdraw or revise it.

4.4 A contract is formed only when you accept a Proposal in writing (including by email or e-signature) and we acknowledge that acceptance, or when we begin work at your written request.

4.5 Where a signed agreement, master services agreement or statement of work exists between us, the order of precedence in the event of conflict is: (a) the signed agreement; (b) the applicable statement of work or Proposal; (c) these terms.

4.6 Any terms you seek to impose — including terms printed on a purchase order — do not form part of the contract unless we accept them in writing.

5. Our services

5.1 We will supply the services described in the Proposal with reasonable skill and care, and in accordance with good industry practice.

5.2 Timelines, sprint dates and delivery estimates are given in good faith on the basis of the information available at the time. Unless the Proposal expressly states that a date is a binding deadline, time is not of the essence.

5.3 We may use suitably qualified subcontractors or associates to deliver part of the services. We remain responsible to you for work carried out on our behalf.

5.4 We may make reasonable substitutions of personnel. Where a Proposal names specific individuals, we will consult you before replacing them.

5.5 Where the services are delivered in sprints or phases, we will present the work at the end of each. If you do not raise written comments within [5] working days of a deliverable being presented, it is treated as accepted for the purpose of progressing to the next phase.

6. Your responsibilities

6.1 You agree to:

• provide the content, credentials, systems access, test data and decisions we reasonably need, within the timescales we agree;
• nominate a single point of contact with authority to approve work;
• review and respond to deliverables promptly; and
• obtain and maintain any licences, consents and third-party approvals your project requires.

6.2 You are responsible for the accuracy and lawfulness of any material you supply to us, and you confirm that you have the rights necessary for us to use it for the project.

6.3 If our progress is delayed by something within your control, we may adjust the timeline and recover reasonable costs caused by the delay, including the cost of resources we have reserved and cannot redeploy.

6.4 You are responsible for the accounts, subscriptions and infrastructure costs of your own product — including cloud hosting, developer program fees, domain registration, third-party APIs and usage-based charges — unless the Proposal states that we will carry them.

7. Fees, invoicing and payment

7.1 Fees are as set out in the Proposal. Unless stated otherwise, all fees are exclusive of VAT and of any expenses, which are charged at cost.

7.2 Unless the Proposal says otherwise, we invoice as follows: a deposit of [30]% on acceptance, and the balance in stages against agreed milestones or monthly in arrears.

7.3 Invoices are payable within [14] days of the invoice date, in pounds sterling, by bank transfer to the account shown on the invoice.

7.4 Payment obligations are not conditional on the launch of your product, on funding you expect to receive, or on payment to you by a third party.

7.5 If an invoice is not paid when due we may, on giving written notice: (a) charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998; and (b) suspend the services and any handover until payment is received. Suspension does not relieve you of the obligation to pay.

7.6 You must pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law.

7.7 We may increase our rates for ongoing or retained work on [30] days' written notice, no more than once in any 12-month period.

8. Changes to scope

8.1 Either of us may request a change to the agreed scope. Any change is effective only when recorded in writing and agreed by both of us, including its effect on fees and timescales (a “Change Order”).

8.2 We will tell you the likely cost and schedule impact of a requested change before carrying it out. We are not obliged to start work on a change until it has been agreed.

8.3 Work reasonably necessary to deliver the agreed scope is included. Work outside that scope — including new features, additional platforms, or rework caused by a change of direction on your side — is chargeable.

9. Intellectual property in deliverables

9.1 On receipt of payment in full of all sums due under the relevant Proposal, we assign to you with full title guarantee all intellectual property rights in the bespoke deliverables created specifically for you under that Proposal (the “Deliverables”).

9.2 Until payment in full is received, we grant you no rights in the Deliverables beyond a revocable licence to evaluate them for the purpose of approving the work.

9.3 We retain all rights in our pre-existing materials — including our tools, libraries, frameworks, know-how, methodologies and any generic components we have developed independently (“BELL Materials”). Where BELL Materials are embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that Deliverable, including the right to modify it and to sub-license to your own customers.

9.4 Nothing prevents us from using the general skills, experience and know-how gained while performing the services, or from carrying out similar work for other clients.

9.5 Subject to clause 11, we may refer to you as a client and describe the work at a high level in our portfolio and marketing. If you would rather we did not, tell us in writing and we will not do so.

10. Third-party and open-source components

10.1 Deliverables may incorporate third-party or open-source components. Those components are licensed to you under their own licence terms, not assigned under clause 9, and we will identify material components on request.

10.2 We are not responsible for the availability, performance, pricing or continued existence of third-party platforms and services — including app stores, cloud providers, payment processors, AI model providers and external APIs — or for changes they make to their terms, interfaces or review policies.

10.3 Where a deliverable includes features based on machine learning or large language models, you acknowledge that such systems are probabilistic: their output can be inaccurate or unexpected, and it should not be relied on without appropriate human review. We do not warrant that any such output will be accurate, complete or fit for a particular purpose.

11. Confidentiality

11.1 Each of us may receive information from the other that is marked confidential or that would reasonably be understood to be confidential. Each of us agrees to keep the other's confidential information secret, to use it only for the purposes of the contract, and to disclose it only to those personnel and advisers who need it and who are under equivalent obligations.

11.2 These obligations do not apply to information that is or becomes public through no breach, that was already lawfully held, that is independently developed, or whose disclosure is required by law, a court or a regulator.

11.3 These obligations continue for five years after the contract ends. Where information is a trade secret, they continue for as long as it remains one.

12. Data protection

12.1 Each of us will comply with the UK GDPR and the Data Protection Act 2018 in performing the contract.

12.2 Where we process personal data on your behalf in the course of delivering the services, you are the controller and we are the processor. In that case we will enter into a data processing agreement with you setting out the subject matter, duration, nature and purpose of the processing, the types of personal data and categories of data subject, and the obligations required by Article 28 UK GDPR.

12.3 We will implement appropriate technical and organisational measures to protect personal data, will not engage a sub-processor without your prior authorisation, and will assist you, so far as is reasonable, with data subject requests and with security-breach notification.

12.4 You must not give us live personal data for development or testing purposes unless we have agreed it in writing and the appropriate safeguards are in place.

12.5 For information about how we handle personal data as a controller — including data collected through this website and through enquiries — see our privacy policy.

13. Warranties and defect correction

13.1 We warrant that the services will be performed with reasonable skill and care, and that the Deliverables will materially conform to the specification in the Proposal for [30] days from acceptance (the “Warranty Period”).

13.2 If you notify us of a material defect during the Warranty Period, we will correct it at no charge within a reasonable time. That is your exclusive remedy for a defect.

13.3 The warranty does not cover issues arising from: modifications made by anyone other than us; use outside the documented purpose; your own systems, data or content; failures in third-party services; or your failure to apply updates we have recommended.

13.4 Software is not warranted to be free from all defects. Except as expressly set out in these terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

14. Limitation of liability

14.1 Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982, or any other liability that cannot lawfully be limited or excluded.

14.2 Subject to clause 14.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit; loss of revenue, sales or business; loss of anticipated savings; loss of or corruption of data; loss of goodwill or reputation; business interruption; or any indirect or consequential loss.

14.3 Subject to clause 14.1, our total aggregate liability arising out of or in connection with the contract is limited to the total fees paid by you to us under the relevant Proposal in the 12 months preceding the event giving rise to the claim.

14.4 You are responsible for maintaining your own backups of your data and content. We are not liable for loss of data to the extent it could have been avoided by keeping a reasonable backup.

14.5 We are not liable for any claim notified to us more than 12 months after you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

14.6 The allocation of risk in this clause 14 is reflected in our fees, and both of us agree it is reasonable.

15. Support and maintenance

15.1 Support and maintenance are provided only where a separate support agreement or a support section in the Proposal is in place. They are not included in a fixed-price build beyond the Warranty Period.

15.2 Unless otherwise agreed, support is provided during business hours — [09:00 to 17:30, Monday to Friday, excluding England and Wales public holidays] — and response targets are as set out in the applicable agreement.

15.3 Response targets are targets for our response, not guarantees of resolution within a particular period.

16. Term, suspension and termination

16.1 The contract continues until the services are complete or, for ongoing work, until terminated under this clause.

16.2 Either of us may terminate an ongoing or retained engagement on [30] days' written notice. Fixed-scope project work may be terminated for convenience by you on [14] days' written notice.

16.3 Either of us may terminate immediately by written notice if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent, enters administration or ceases to carry on business.

16.4 On termination you must pay for all services performed up to the termination date, for work in progress, and for any committed third-party costs we cannot cancel.

16.5 On termination and once payment in full has been received, we will hand over the Deliverables, source code, documentation and any credentials we hold on your behalf, and will provide reasonable transition assistance at our then-current rates.

16.6 Clauses that by their nature should survive termination — including clauses 9, 11, 12, 14, 17, 20 and 21 — continue in force.

17. Non-solicitation

17.1 During the contract and for six months afterwards, neither of us will directly solicit for employment or engagement any individual who was materially involved in delivering the services for the other, without that party's written consent.

17.2 This does not prevent either of us from making general recruitment advertisements not specifically targeted at those individuals, or from hiring someone who responds to one.

18. Events outside our control

18.1 Neither of us is liable for failure or delay caused by an event beyond our reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, industrial action, failure of utilities, failure of telecommunications or internet networks, cyber-attack, or the act or omission of a government or regulator.

18.2 If such an event continues for more than 60 days, either of us may terminate the affected contract on written notice without liability, save for sums already due.

19. Complaints

19.1 If you are unhappy with any aspect of our service, please tell us as soon as possible using the contact details in clause 23. We will acknowledge your complaint within five working days and aim to give a substantive response within 20 working days.

19.2 Both of us agree to try to resolve any dispute in good faith through discussion between senior representatives before commencing proceedings. This does not prevent either of us from seeking urgent interim relief from a court.

20. General

20.1 Entire agreement. The contract constitutes the entire agreement between us and supersedes all previous discussions and representations. Neither of us relies on any statement not set out in the contract. Nothing in this clause limits liability for fraudulent misrepresentation.

20.2 Assignment. You may not assign or transfer the contract without our written consent, which will not be unreasonably withheld. We may assign it to a successor to our business.

20.3 Subcontracting. We may subcontract our obligations as described in clause 5.3.

20.4 Variation. A variation to the contract is effective only if it is in writing and agreed by both of us.

20.5 Waiver. A failure or delay in exercising a right is not a waiver of it.

20.6 Severance. If any provision is found to be unlawful or unenforceable, it is to be modified to the minimum extent necessary, or deleted, and the remaining provisions continue in full force.

20.7 No partnership. Nothing in the contract creates a partnership, joint venture or employment relationship between us, and neither of us may bind the other.

20.8 Third-party rights. A person who is not a party to the contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

20.9 Notices. Notices must be in writing and sent to the email address or registered office of the recipient. A notice sent by email is deemed received on the next working day after sending, provided no delivery failure is received.

21. Governing law and jurisdiction

21.1 The contract, these terms and any dispute or claim arising out of them — including non-contractual disputes or claims — are governed by and construed in accordance with the law of England and Wales.

21.2 Both of us irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

22. Changes to these terms

22.1 We may update these terms from time to time. The version in force is the one published on this page, and the “last updated” date at the top of the page shows when it last changed.

22.2 Changes to these terms do not affect a contract already formed. The terms that apply to an engagement are those in force on the date the contract was formed under clause 4.4.

23. How to contact us

23.1 You can reach us by email at hello@belltechnologysolutions.co.uk, or by post at the registered office below.