Terms of Service

Welcome to Techno Consultancy (UK) Limited (“TCUL”, “we”, “us”, “our”).

These Terms of Service (“Terms”) form a legally binding agreement between you (“Client”, “you”, “your”) and TCUL governing your access to and use of our website, applications, digital solutions, AI-powered products, and professional consulting or implementation services (collectively, the “Services”).

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must stop using the Services immediately.

1. Introduction

TCUL is a digital consultancy specialising in AI solutions, process automation, systems integration, and digital transformation services.

These Terms set out:

• Your rights and responsibilities as a Client
• Our obligations as a Service Provider
• Conditions relating to confidentiality, data protection, liability, and intellectual property
• Compliance expectations under UK GDPR and applicable UK laws

These Terms apply to all users of the Services, including visitors, prospective clients, existing clients, partners, and subcontractors acting on your behalf. Additional written agreements (such as Proposals, Statements of Work, or Data Processing Agreements) supplement and, where explicitly stated, may override parts of these Terms.

2. Eligibility and Acceptance

By using the Services, you represent and warrant that:

• You are at least 18 years old.
• You have the legal authority to enter into these Terms on your own behalf or on behalf of an organisation.
• You will comply with these Terms and all applicable laws and regulations.
• You will use the Services only for lawful, legitimate, and non-malicious purposes.

Your continued use of the Services will be treated as ongoing acceptance of these Terms and any updates to them.

3. Description of Services

TCUL provides a range of professional digital and technology services, including (without limitation):

• AI solutions, model development, configuration, and integrations
• Process automation, workflow design, and optimisation
• Systems architecture, integration, and performance optimisation
• API-based solution design and implementation
• Digital consulting, technical audits, and strategy development
• Technical support, maintenance, and ongoing service management
• Data analytics, reporting, and optimisation
• Custom software development and engineering

Specific terms for an engagement (scope, fees, deliverables, timelines) may be set out in one or more of the following:

• Proposal
• Statement of Work (SOW)
• Service Order or Master Services Agreement
• Data Processing Agreement (DPA)
• Subscription or Support Terms

These documents should be read together with these Terms.

4. Client Responsibilities

To enable effective delivery of the Services, you agree to:

• Provide accurate, complete, and up-to-date information as reasonably required.
• Grant TCUL timely access to systems, accounts, infrastructure, documentation, or personnel where necessary.
• Ensure that all data, content, and materials you provide comply with applicable laws and do not infringe any third-party rights (including IP and privacy rights).
• Maintain regular and appropriate backups of your systems and data, unless explicitly agreed otherwise in writing.
• Review deliverables promptly and provide timely feedback, approvals, or instructions.
• Keep all credentials, API keys, and access rights secure and confidential, and notify TCUL promptly in case of suspected compromise.

TCUL is not responsible for delays, non-performance, or additional costs arising from:

• A lack of required client inputs or approvals
• Technical issues within your environment or systems
• Failures, downtime, or limitations of third-party services used or controlled by you

5. Use Restrictions

You agree that you will not:

• Use the Services for any unlawful, fraudulent, abusive, or harmful activity.
• Attempt to interfere with, compromise, or circumvent the security, availability, or integrity of the Services or related infrastructure.
• Copy, resell, rent, lease, sublicense, or commercially exploit our proprietary tools, frameworks, or platforms without prior written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of our tools, models, or systems (except where such restrictions are prohibited by law).
• Use AI services to generate or support unethical, discriminatory, defamatory, deceptive, or otherwise harmful content.
• Upload or transmit any viruses, malware, malicious scripts, or harmful code.

TCUL may suspend or terminate your access to the Services, and may take legal action, if these restrictions are violated.

6. Data Protection and UK GDPR Compliance

TCUL is committed to data protection and complies with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

6.1 Roles under UK GDPR

• Client as Data Controller: You determine the purposes and lawful bases for processing personal data.
• TCUL as Data Processor: When processing personal data on your behalf, we do so only on your documented instructions and for agreed purposes.

6.2 TCUL’s Data Protection Commitments

When acting as a Data Processor, TCUL will:

• Process personal data only on your documented instructions and for the agreed purpose(s).
• Maintain confidentiality and ensure that staff and contractors are bound by appropriate obligations.
• Implement appropriate technical and organisational measures to protect personal data.
• Store and handle personal data using industry-standard security practices.
• Provide reasonable assistance with data protection obligations, including data subject access requests (DSARs), data protection impact assessments (DPIAs), and regulatory enquiries where applicable.
• Notify you without undue delay after becoming aware of a personal data breach affecting your data, in accordance with applicable law and contractual terms.
• Delete or return personal data at the end of the provision of Services, subject to legal or regulatory retention requirements.

TCUL does not sell or monetise personal data.

6.3 Sub-Processors

TCUL may engage carefully selected sub-processors (e.g., cloud providers, analytics tools, hosting providers) to support the Services.

• Sub-processors are contractually required to meet UK GDPR-equivalent data protection standards.
• A current list of sub-processors can be provided on request.

6.4 International Data Transfers

Where personal data needs to be transferred outside the UK, TCUL will ensure appropriate safeguards are in place, which may include:

• The UK International Data Transfer Agreement (IDTA)
• The UK Addendum to the EU Standard Contractual Clauses
• Transfers to countries with UK adequacy regulations

No international transfers are made without appropriate safeguards as required by law.

7. Ownership of Data and Deliverables

7.1 Client Ownership

You retain ownership of:

• All data, content, and materials you provide to TCUL
• Your pre-existing proprietary information, systems, and intellectual property
• Final deliverables that are expressly assigned to you under a contract, Proposal, or SOW

7.2 TCUL Ownership

TCUL retains all rights, title, and interest in and to:

• Internal methodologies, frameworks, templates, code libraries, and reusable components
• Pre-existing intellectual property and tools
• AI models, workflows, and automation frameworks developed independently of a specific client
• General know-how, expertise, and insights acquired in the course of delivering Services

Unless otherwise agreed in writing, you receive a non-exclusive, non-transferable licence to use the deliverables provided to you for your internal business purposes, in accordance with these Terms and any applicable SOW or contract.

8. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party that is marked or reasonably understood to be confidential, including but not limited to business strategies, technical designs, architecture diagrams, code, datasets, pricing, processes, and trade secrets.

Confidential information must not be disclosed to any third party except:

• To employees, contractors, or advisors who need to know it for legitimate purposes and are subject to confidentiality obligations; or
• Where required by law, regulation, or a court/authority order (with notice to the other party where legally permitted).

Confidentiality obligations continue after termination of the engagement, for as long as the information remains confidential by its nature or as otherwise stated in a contract.

9. Fees, Payment Terms, and Invoicing

• Fees, billing structure, and payment terms will be set out in your Proposal, SOW, or other written agreement.
• Unless otherwise stated, invoices are payable within 30 calendar days of the invoice date.
• TCUL reserves the right to charge interest or late payment fees on overdue amounts, and may suspend or limit Services until payment is received.
• Additional work or scope changes requested by you that fall outside the agreed SOW may be billed separately at the agreed rate or at TCUL’s standard rates.
• You are responsible for any applicable taxes, duties, payment processing charges, and third-party fees, unless otherwise agreed in writing.

10. Service Availability, Support, and Maintenance

TCUL aims to provide stable and reliable Services but does not guarantee that the Services will be uninterrupted or error-free.

You acknowledge that:

• Scheduled or emergency maintenance may occasionally result in temporary unavailability.
• Response and resolution times for support requests may vary depending on severity, support level, and contractual terms.
• External integrations, APIs, and third-party services used in your solution may be subject to downtime, changes, or limitations outside TCUL’s control.

Where applicable, specific service levels or SLAs may be defined in your individual agreement or SOW.

11. Warranties and Disclaimers

TCUL will perform the Services with reasonable skill, care, and professional competence.

However, to the fullest extent permitted by law, TCUL does not warrant that:

• The Services will achieve any particular business results, revenue increases, or performance metrics.
• The Services will be compatible with all existing or future third-party systems or infrastructure.
• The Services will be free from errors or interruptions at all times.
• AI-generated outputs, recommendations, or insights will always be accurate, complete, or appropriate for every use case.

Except as expressly stated in these Terms or in a written contract, the Services are provided on an “as-is” and “as-available” basis without any additional warranties, whether express or implied.

12. Limitation of Liability

To the maximum extent permitted by law:

• TCUL shall not be liable for any indirect, incidental, punitive, special, or consequential losses or damages, including but not limited to loss of revenue, profits, business opportunities, or data.
• TCUL’s total aggregate liability for all claims arising out of or in connection with the Services and these Terms shall not exceed the total fees actually paid by you to TCUL for the specific Services giving rise to the claim in the 90 days immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for:

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

13. Term and Termination

These Terms apply for as long as you use the Services or have an active agreement with TCUL.

Either party may terminate an engagement or contract:

• In accordance with the termination provisions specified in the relevant SOW or agreement;
• Immediately, if the other party commits a material breach and fails to remedy it within any applicable cure period;
• Immediately, in the event of unlawful activity, fraud, or serious security risks;
• If continued performance becomes commercially or operationally unfeasible, subject to any notice requirements in the contract.

Upon termination:

• All outstanding fees and expenses become immediately due and payable.
• Any rights of access or licences granted under the engagement may be revoked.
• Each party must return or destroy the other party’s confidential information, except where retention is required by law.
• Personal data will be handled in accordance with the DPA (where applicable) and relevant data protection laws.

14. Third-Party Tools and Integrations

The Services may rely on or integrate with third-party software, platforms, APIs, AI models, cloud infrastructure, or other tools.

TCUL is not responsible for:

• Service outages, limitations, or changes introduced by third-party providers.
• Security vulnerabilities or incidents originating in third-party systems not operated by TCUL.
• Changes in pricing, features, or terms imposed by third-party providers.
• Data loss or unavailability arising solely from third-party failures or outages.

You are responsible for complying with any separate terms and policies of such third-party providers.

15. Modifications to These Terms

TCUL may update or amend these Terms from time to time to reflect changes in our Services, legal requirements, or business practices.

• The “Last Updated” date at the top of this page indicates when these Terms were last revised.
• Significant changes may be communicated by email or through the Services, where appropriate.
• Your continued use of the Services after updated Terms are published will constitute your acceptance of those changes.

16. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any such disputes, unless the parties agree in writing to an alternative method of dispute resolution (such as mediation or arbitration).

17. Contact Information

If you have any questions about this Privacy Policy, Terms of Service, Cookies, or your rights under UK GDPR, please contact us at legal@technoconsultancy.com.

For additional guidance on your data protection rights or online privacy, you may also contact the UK Information Commissioner’s Office (ICO) at www.ico.org.uk