The terms governing the use of Tec Dynamics LTD services and software
Last Updated: January 2025Company Details:
Tec Dynamics LTD
Trading Office: 62 Portman Road, Reading, UK RG30 1EA
Registered Office: 25 Dwyer Road, Reading, UK RG30 3PB
CRN: 09858301, VAT: GB237896553
| Acceptance Date: | The date on which the Software is delivered to You or the date on which the Services commence. |
| Admin Fee: | £40.00 per calendar month charged on overdue invoices as set out in clause 7.6. |
| Annual Support and Maintenance Fee: | The charges attributed to support and maintenance as set out in the Specification. |
| Commencement Date: | The date on which work on the Project begins or Services are activated. |
| Data Protection Legislation: | Unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any successor legislation to the GDPR or the Data Protection Act 2018. |
| Due Date: | The date specified on an invoice by which payment must be received by Tec Dynamics. |
| Fee(s): | The Licence Fee, the Service Fee, the Annual Support and Maintenance Fee, Project Fees, and any other fees due from You to Tec Dynamics LTD. |
| Initial Payment: | The first payment made toward a Project following acceptance of a quotation or proposal. |
| Intellectual Property Rights: | Patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights. |
| Invoice Expiration Date: | The Due Date specified on any invoice issued by Tec Dynamics. |
| Licence Period: | From the Acceptance Date until this licence is terminated in accordance with clause 11. |
| Licence Fee: | The licence & first year's support fee detailed in the Specification and payable by You to Tec Dynamics LTD. |
| Project: | Any bespoke software development, application development, website development, or custom technology solution commissioned by You from Tec Dynamics. |
| Project Delay: | Any delay to the Project timeline caused by Your actions, inactions, failure to provide required materials, late feedback, or change requests. |
| Services: | The services provided by Tec Dynamics including but not limited to software development, hosting, domain registration, email services, maintenance, support, and any other services as set out in the Specification. |
| Software: | Any software or application (as listed in the Specification) and any Maintenance Release which is licensed to You by Tec Dynamics. |
| Specification: | The specification, the Services and the data hosting details which is attached to these terms or has been delivered to You by Tec Dynamics. |
| Third Party Services: | Services provided by external providers including but not limited to domain registration, hosting services, SSL certificates, email services, and cloud infrastructure. |
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
1.1. These terms constitute the legal agreement between you (You) and Tec Dynamics LTD (Tec Dynamics), a company registered in England and Wales (CRN: 09858301), registered office 25 Dwyer Road, Reading, UK RG30 3PB, trading from 62 Portman Road, Reading, UK RG30 1EA, for the provision of Software, Services, and Projects developed and delivered by Tec Dynamics.
1.2. These terms apply to all use of the Software and/or any of the Services including updates, supplements, Projects, and Third Party Services (unless they come with separate terms which state they will apply).
1.3. You acknowledge that bespoke Software and Projects have not been developed prior to commissioning and that it is your responsibility to ensure that the requirements, specifications, and functionality agreed upon meet your needs.
1.4. By accepting a quotation, making an Initial Payment, or using any Services, You agree to be bound by these terms.
2.1. These terms and the licence in them will be deemed to be accepted by You and will be effective on the Acceptance Date (or if delivery of items of Software is undertaken in stages, from the date of first delivery) and will continue in force for the Licence Period.
2.2. For Projects delivered in stages or milestones, the Acceptance Date shall be the date of delivery of the first milestone or stage.
2.3. Sixty (60) days before the end of the Licence Period, Tec Dynamics may issue You with a notice of renewal which You must sign and return in order to continue use of the Software and/or the Services.
3.1. Upon receipt of the applicable Fee(s), Tec Dynamics will grant to You a non-transferable, non-exclusive licence to use the Software in accordance with the Specification, unless or until terminated in accordance with clause 11.
3.2. Use of the Software shall be restricted to the purpose(s) specified in the Specification and for your internal business operations only.
3.3. You may not use the Software for any other purpose without the prior written consent of Tec Dynamics, and You acknowledge that additional fees may be payable on any change of use approved by Tec Dynamics.
3.4. The licence granted does not include the right to access source code, development environments, or backend systems unless explicitly agreed in writing.
4.1. Except as expressly set out in these Terms or as permitted by law, You may not:
4.2. You shall:
5.1. In consideration of payment of the applicable Fee(s), Tec Dynamics will provide You with:
5.2. Should none of Tec Dynamics' Service Level Agreement (SLA) packages be in effect, You shall be charged at the standard hourly rate for any maintenance or support requested.
5.3. Support does not include issues arising from Your modifications, incompatible third-party software, training beyond Specification, recovery from Your backup failures, or issues from ignored updates.
6.1.1. All Projects shall be undertaken in accordance with a written Specification agreed between You and Tec Dynamics.
6.1.2. Any changes to the Project scope, timeline, or deliverables must be agreed in writing and may result in additional charges.
6.2.1. Project timelines are estimates based on the assumption that You will provide timely cooperation, information, and feedback.
6.2.2. Tec Dynamics shall not be liable for delays caused by Project Delays.
6.3.1. You are responsible for providing clear, accurate, and complete project requirements and specifications.
6.3.2. You shall provide timely feedback, approvals, and content as required for project progression.
6.4.1. Upon completion, You shall have seven (7) business days to test deliverables and report defects.
6.4.2. If no response is received within seven (7) business days, the deliverable shall be deemed accepted.
7.1.1. Unless otherwise specified, all invoices are payable within ten (10) days of the invoice date ("Due Date").
7.1.2. Payment shall be made by bank transfer, credit card, or other agreed payment method.
For Projects, Tec Dynamics typically requires:
7.2.3. Tec Dynamics reserves the right to pause or suspend work on a Project if any invoice remains unpaid beyond its Due Date.
7.3.1. For recurring services including Annual Support and Maintenance Fees, hosting, domain registration, and email services, fees are payable annually in advance.
7.4.1. Fees for Third Party Services (domains, hosting, SSL certificates, email services) are charged annually and are non-refundable once the service period has commenced.
7.4.2. Payment for Third Party Services does not constitute payment for other Services or Project invoices.
7.4.3. Even if Third Party Services are paid, Tec Dynamics reserves the right to suspend access to Projects or other Services if Project invoices or other Fees remain unpaid.
7.5.1. All sums payable are exclusive of VAT or any relevant local sales taxes, for which You shall be responsible.
7.6.1. If You fail to make any payment by the Due Date, Tec Dynamics reserves the right to:
7.7.1. If any invoice remains unpaid for more than thirty (30) days after the Invoice Expiration Date, Tec Dynamics may immediately suspend or terminate all Services, Software access, hosting, and Project work without further notice.
7.7.2. Tec Dynamics can suspend access even where Third Party Services (domains, hosting, email) have been paid but Project invoices remain outstanding.
7.7.3. Restoration of Services following suspension requires:
Refunds are offered only in the limited circumstances set out in this clause 8. All refund requests must be made in writing.
8.2.1. For Projects, refunds may be requested only within seven (7) calendar days of making the Initial Payment and only if:
8.2.2. Once work has commenced or any deliverables have been provided, the Initial Payment is non-refundable.
8.2.3. For any subsequent Project invoices (milestone payments, progress payments, final payments), no refunds are applicable as these payments are for work already completed or in progress.
8.2.4. If a Project is cancelled after work has commenced, You remain liable for:
8.3.1. Fees for Third Party Services including:
are non-refundable under any circumstances once the service period has commenced or the service has been provisioned.
8.4.1. Annual Support and Maintenance Fees paid in advance are non-refundable.
8.4.2. Software Licence Fees are non-refundable once the Software has been delivered or access has been granted.
8.5.1. Where a Project is delayed due to Project Delays (Your actions, inactions, late feedback, change requests, or failure to provide required materials), You are not entitled to:
8.6.1. If Services fail to meet the agreed Specification due to Tec Dynamics' fault, You must notify Tec Dynamics in writing within fourteen (14) days.
8.6.2. Tec Dynamics shall have the opportunity to remedy the issue within a reasonable timeframe (typically 30 days).
Where a refund is approved, it will be processed within thirty (30) days and may be subject to a processing fee of up to £50.
Refunds are not provided due to change of mind, change in business circumstances, or buyer's remorse.
9.1. You acknowledge that all Intellectual Property Rights in the Software, including any Maintenance Releases, frameworks, libraries, and tools, belong and shall belong to Tec Dynamics.
9.2. Upon full payment of all Fees relating to a Project, Intellectual Property Rights in bespoke deliverables created specifically for You (excluding any pre-existing materials) shall transfer to You.
9.3. Where third-party software, libraries, or components are incorporated, such components remain the property of their respective owners.
9.4. Tec Dynamics undertakes to defend You against claims that the Software infringes UK Intellectual Property Rights of a third party, subject to conditions set out in the full Terms.
10.1. Tec Dynamics has no liability for losses including but not limited to:
10.2. Tec-Dynamic's maximum liability shall be limited to the total amount of Fees paid by You in the twelve (12) months preceding the event, or for Projects, limited to the total Project Fee.
10.3. Nothing in these Terms shall limit liability for death or personal injury resulting from negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded by English law.
11.1. You may terminate by giving written notice in accordance with the notice period set out in the Specification (typically 60-90 days).
11.2. Tec Dynamics may terminate immediately for material or persistent breach that is irremediable or not remedied within fourteen (10) days of written notice.
11.3. Termination for Non-Payment:
Tec Dynamics may terminate immediately if any invoice remains unpaid for more than sixty (60) days after the Invoice Expiration Date.
11.4. On termination:
12.1. Both parties will comply with all applicable requirements of the Data Protection Legislation (UK GDPR and Data Protection Act 2018).
12.2. You are the data controller and Tec Dynamics is the data processor for Personal Data processed under this agreement.
12.3. Tec Dynamics shall process Personal Data only on Your written instructions, ensure appropriate security measures, and assist with data subject requests and breach notifications.
12.4. Tec Dynamics will not provide access to any development environment including back-end access to CRM, ERP, Mobile App or any other project under development prior to the agreed delivery date.
For full data protection terms, see our Privacy Policy at www.tecdynamics.co.uk/policy
13.1. Each party undertakes not to disclose confidential information concerning the business, affairs, customers, or suppliers of the other party.
13.2. Confidential information may be disclosed to employees, officers, or advisers who need to know for carrying out obligations under these Terms.
13.3. On termination, each party shall return or destroy all confidential information of the other party.
14.1. You agree to use the Software and Services only for lawful purposes and in accordance with these Terms.
14.2. You shall not:
14.3. Tec Dynamics reserves the right to immediately suspend or terminate access for breach of acceptable use provisions without refund.
15.1. Changes to Terms: Tec Dynamics may change these Terms by providing thirty (30) days notice. Continued use after changes constitutes acceptance.
15.2. Assignment: You shall not assign these Terms without prior written consent. Tec Dynamics may assign with written notice to You.
15.3. Force Majeure: Neither party liable for delays from events beyond reasonable control (acts of God, pandemic, war, etc.).
15.4. Governing Law: These Terms are governed by English law and parties submit to the exclusive jurisdiction of English courts.
15.5. Notices: All notices must be in writing. Email is an effective method for providing notice.
Last Updated: January 2025
Effective Date: January 2025
By making a payment to Tec Dynamics, using the Software or Services, or signing a quotation or proposal, You acknowledge that You have read, understood, and agree to be bound by these Terms and Conditions.
Tec Dynamics LTD
Trading Office: 62 Portman Road, Reading, UK RG30 1EA
Registered Office: 25 Dwyer Road, Reading, UK RG30 3PB
CRN: 09858301, VAT: GB237896553
Email: inquires@tecdynamics.co.uk
Phone: +44 (0)2045771772, +30 2112343661
Website: www.tecdynamics.co.uk
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