Terms and Conditions

BOTIFY BOT LTD · Last updated 22 September 2026

These Terms and Conditions apply to business engagements with BOTIFY BOT LTD. They should be read with any proposal or statement of work that refers to them. They do not apply to mere browsing of the website, which is covered by the Terms of Service.

1. These terms

These Terms and Conditions set out the basis on which BOTIFY BOT LTD, of Diamond Court, Water Street, Bakewell, DE45 1EW, United Kingdom, may supply services to a client. The company can be contacted at it.team@botifybot.vip and on +44 7891 837264. The website at https://botifybot.vip introduces the work. It is not itself an order. Use of the website is covered by the Terms of Service. Personal data collected through the website is covered by the Privacy Policy and the Cookie Policy.

A contract arises only when both sides have agreed in writing to a defined piece of work, or when we start work at your written request in circumstances that show both sides intend to be bound. A conversation, a page on the website, or an acknowledgement that a form arrived is not a contract. These terms apply to a contract except where a signed document expressly changes a clause. A change should name the clause. A general statement that “other terms apply” is not enough to set these terms aside.

2. Words used

“Client” means the organisation that engages the company. “Company” means BOTIFY BOT LTD. “Contract” means the agreement formed as described above, including these terms and any statement of work, proposal, or order that the contract identifies. “Deliverable” means a document, a build, a configuration, or another output that the contract says we will supply. “Background material” means anything created before the contract, or created outside it, including tools, libraries, methods, and unpublished product components that we already own. “Client material” means information, systems, access, and content you provide. “Writing” includes email to the addresses the parties nominate.

Headings are for navigation. They do not change the meaning of a clause. A reference to a statute includes amendments that are in force. “Including” means “including without limitation” unless the context shows a closed list. Days are calendar days unless a clause says working days. Working days are days other than Saturdays, Sundays, and public holidays in England and Wales.

3. How a contract is made

You may ask for work by email or through the site. We may reply with questions, a decline, or a proposal. A proposal is an invitation to discuss the work. It becomes part of a contract only when you accept it in writing and we confirm that acceptance, or when a single document is signed by both sides. If you send a purchase order, these terms apply in preference to pre-printed terms on that order unless we have agreed the pre-printed terms in writing. Starting work does not mean we have accepted conflicting small print.

Each party confirms that the person who agrees the contract has authority to bind that party. We may ask for evidence of authority where the engagement is large or unusual. You should tell us if a proposal must be addressed to a particular legal entity, because we will invoice the entity named in the contract.

4. Proposals and statements of work

A proposal describes the work as we understand it at the time. It may set out assumptions, exclusions, a timetable, and a fee or a method of charging. Assumptions matter. If an assumption is wrong, the scope, the time, and the fee may need to change under the change clause. A statement of work that is attached to a contract is the controlling description of scope for that engagement. Marketing text on the website is not a statement of work.

Unless a proposal says it is open for a stated period, it lapses after thirty days. We may withdraw it earlier by written notice if we have not yet received acceptance, for example because the people needed for the work are no longer free. A lapsed proposal can be reissued. It is not accepted by silence.

5. Order of documents

If documents conflict, they apply in this order: a document signed by both parties that says it prevails; a statement of work; a proposal that has been accepted; these terms; the Terms of Service. The Privacy Policy and the Cookie Policy govern their own subjects even if a later sentence is loose. A technical annex explains how to build or operate something. It does not, by itself, raise a cap on liability or change the fee unless it says so in a clause about liability or fees.

6. The work in general

The company publishes software and develops products, designs computer systems, builds custom software, supplies prepackaged and enterprise software where a contract says so, designs and implements media streaming platforms, works on social and interactive media networks where that is the agreed subject, provides telecommunication solutions, designs cloud and high-load architecture, manages network infrastructure where that is in scope, advises on information technology, integrates enterprise APIs, and maintains and supports systems. A particular contract will name the part of that range that is actually being bought. Work that is not named is out of scope.

We perform the work with reasonable care and skill. We do not guarantee that a system will meet an unnamed regulatory regime, an unnamed audience size, or an unnamed commercial target. Those outcomes depend on facts that must be written into the contract if you need them as obligations. We will tell you if, during the work, we reasonably believe the stated outcome cannot be reached on the stated assumptions.

7. Software publishing and product development

Where the contract is for publishing or for development of a product, the statement of work will say whether the result is a product we continue to own and license, a product you will own, or a joint arrangement. Ownership does not pass merely because you paid for a study or a prototype, unless the contract says that the fee buys the intellectual property. A prototype may be a means of learning. It is not necessarily production software.

Product work often proceeds in stages: discovery, a build, a trial, and a release. Each stage should have an end point. We are not obliged to begin a later stage until the earlier stage is accepted or you have given a written instruction to continue and the fee for the next stage is agreed. A decision to stop after a stage is not a breach if the contract allowed the work to be phased.

8. Computer systems design

Design work produces documents, diagrams, and decisions that a later build can follow. A design is fit for its purpose when it meets the written requirements and is coherent enough for a competent team to implement, not when every later preference has been anticipated. You will review a design within the period the contract states, or within ten working days if no period is stated. Comments should be specific. A general request to “make it better” is not a defect report.

If you approve a design, or if you use it as the basis of a build by us or by someone else, you accept the design as the baseline. Later changes are handled as changes. We are not responsible for a build that departs from an approved design unless we carried out that build and the departure was ours.

9. Custom software programming

Custom programming is written for the requirements in the contract. The code will be developed in the languages and environments the statement of work names. If none are named, we will choose a reasonable stack and tell you before substantial work begins. You do not acquire a right to our internal tools, generators, or frameworks except to the extent they are embedded in a deliverable and the licence clause allows the embedding to remain.

We will keep the code we are writing in a repository or another store agreed with you. Access credentials are client material and must be kept limited to the people who need them. We will not place production secrets in a public repository. You should not send production secrets through the public website form.

10. Prepackaged and enterprise software

Where the contract supplies prepackaged software or a configuration of enterprise software, the licence terms of that software apply alongside these terms. If a third-party publisher’s licence is stricter, that licence governs use of that software. We will identify the third-party terms before you are committed, where we are the party introducing the software. You are responsible for buying licences that the contract says are yours to buy. We are not a party to a licence you sign directly with another publisher unless we have agreed to be.

A demonstration or a trial tenant is not a production service. Data placed in a trial may be deleted at the end of the trial. Do not place the only copy of a record in a trial environment.

11. Media streaming platforms

A streaming engagement may cover ingest, encoding, storage, delivery, playback, and the operational rules around them. The contract should state the expected concurrency, the formats, the regions, and the content rights model. We do not acquire rights in your programmes, recordings, or live feeds. You confirm that you have the rights needed to encode, store, and distribute the content you ask us to process. We may suspend processing of an item if we reasonably believe it is unlawful, and we will tell you unless the law forbids that notice.

Quality of playback depends on the network between the viewer and the origin, on the device, and on the encode. We are responsible for the parts of that chain that the contract assigns to us. We are not responsible for a viewer’s domestic connection or for a manufacturer’s player except where we supplied that player as a deliverable and the fault is in that deliverable.

12. Social and interactive media networks

Where the work concerns a social or interactive network, the contract should state who may open an account, what content is permitted, and who moderates. We can build the functions the statement of work describes. We do not become the publisher of user content merely by writing the software, unless a contract expressly appoints us to that role. You remain responsible for your house rules, for notices to your users, and for responding to lawful requests about your users, except where a processing schedule says we will assist.

Features that allow one user to contact another should be specified with care. We will implement the controls that are written down. We will not invent a trust and safety programme that was not commissioned. If the law requires a control that neither side identified, we will tell you and treat the addition as a change unless it is a small correction within an agreed feature.

13. Telecommunication solutions

Telecommunication work may include design, integration with carriers, session handling, numbering arrangements, and the software around them. Carrier contracts, number allocations, and spectrum are not ours to grant unless the contract says we are supplying them and we are lawfully able to do so. You remain the customer of record for services you buy directly from a carrier. We will cooperate with a carrier you nominate, within the scope and the fee.

Emergency calling, lawful intercept, and similar regulated functions are included only when the statement of work says so and when the parties have identified the legal duties that apply. Do not assume that a general telephony build includes those functions. If a regulator’s rule changes during the work, compliance with the new rule is a change unless the contract already required us to meet that class of rule as it evolves.

14. Cloud and high-load architecture

Architecture for high load is designed against the figures in the contract: expected traffic, data volume, failure modes, and the recovery point and recovery time you ask for. Those figures are your requirements. If they are missing, we will propose planning figures and mark them as assumptions. A design that meets the agreed figures is not a promise that it will meet a later campaign, broadcast, or launch that was not in the figures.

Cloud accounts may sit in your name or, if agreed, be operated for you. Credentials, billing alerts, and regions should be stated. Costs charged by a cloud provider are your costs unless the contract says they are included in our fee. We will not create resources in an account we do not have written authority to use.

15. Network infrastructure management

Where we manage network infrastructure, the contract will identify the devices, circuits, and administrative domains in scope. Management means the activities listed, such as configuration, monitoring, and change implementation. It does not mean that we own the circuits or that we insure the physical sites unless a clause says so. Physical access to your premises, if required, will be arranged by you, safely, and during the hours we agree.

A change to a live network will follow the change window in the contract, or a window we agree in writing if none is stated. Emergency changes to restore service may be made sooner. We will record what was done. You will keep a back-out path available where the design depends on one.

16. Consulting and technical advisory

Advice is given against the facts you provide and the questions you ask. It is an opinion reached with reasonable care. It is not a guarantee of a commercial result, a regulatory approval, or a particular decision by a third party such as a carrier, a cloud provider, or a court. You remain responsible for decisions you take. If you want advice in a form you can rely on in a filing or a dispute, the contract should say that, and the fee will reflect the extra care and the extra record.

Advisory work does not include implementation unless the contract adds it. Notes of a workshop are a record of what was discussed. They become a specification only when a statement of work adopts them.

17. Enterprise API integration

Integration work connects systems across interfaces. The contract should identify the systems, the operations, the authentication method, the volume, and which party owns each system. We are not responsible for a third-party API that changes, rate-limits, or withdraws a function, except that we will tell you when we become aware of it and we will propose a change if the integration must be altered. A sandbox that does not match production is a risk you and we will record. Acceptance tested only in a sandbox is acceptance of behaviour in that sandbox, not of undocumented production differences.

Credentials for APIs are client material. You will issue them to named people or to a service account, and you will revoke them when the contract ends or when we ask you to rotate them after a person leaves the work.

18. Maintenance and support

Maintenance and support are supplied only where a contract or a schedule describes them. A build contract does not automatically include a year of support. Support means the activities named: for example, investigation of defects in our deliverable, application of agreed updates, or a retained number of hours. It does not mean unlimited work, and it does not mean support of systems we did not build unless they are listed.

Response targets, if any, will be written as targets rather than inferred from a brochure. Hours of cover will be stated. If they are not stated, cover is on working days during ordinary business hours in the United Kingdom, and the obligation is to respond within a reasonable time, not within a fixed number of minutes. A target that is missed because of missing access, a third-party outage, or a cause outside our reasonable control is not a breach, provided we tell you what is blocking the work.

19. Your responsibilities

You will give us, in time, the decisions, the materials, the access, and the people the work reasonably needs. You will name a representative who can answer questions and accept deliverables. Delay in those things shifts the timetable by at least the length of the delay, and by any extra time that is a reasonable consequence, such as the need to re-plan a release. We will tell you when a delay on your side is affecting the work.

You will ensure that your instructions do not require us to infringe another person’s rights or to break the law of England and Wales. You will tell us about constraints you know of: security rules, maintenance windows, prohibited regions, and dependencies on a vendor. We are entitled to rely on information you give us unless it is obviously wrong.

20. Dependencies

Work often depends on software, networks, and services neither party owns. The contract should list the important dependencies. Where it does not, we will treat widely used platforms that the design names as dependencies and we will not treat them as part of our deliverable. A failure of a dependency is not our breach if we did not cause it and the contract did not make us the insurer of that dependency. We will still act reasonably to reduce the effect on the work you have commissioned.

21. Changes

Either party may propose a change. We will say, in writing, what the change does to scope, timetable, fee, and risk, where those effects are reasonably knowable. The change becomes part of the contract when both sides agree it in writing. Until then we continue on the existing scope. A spoken request in a meeting is a proposal, not an instruction, unless we confirm it by email and you do not correct that email within three working days.

We may also propose a change where an assumption has failed or a law has changed. You may decline. If the original work cannot lawfully or technically continue without the change, either party may terminate the affected part on written notice, and we will invoice for work done up to that point. Small clarifications that do not add effort may be recorded without a fee. We will not use that sentence to reclassify a material addition as a clarification.

22. Acceptance

Where the contract sets acceptance tests, you will run them, or review our results, within the period stated, or within ten working days if none is stated. You will accept the deliverable or send a written list of defects that fail an agreed test or depart from the statement of work. We will correct those defects within a reasonable time. A defect is not a new idea. New ideas are changes.

If you use a deliverable in production, or if you do not send a list within the review period, the deliverable is accepted, except for defects that a reasonable review could not have found. Acceptance does not hide a breach of the warranty that we will correct under the defects clause. It does mark the point at which the fee linked to acceptance becomes due.

23. Fees

The fee is the fee in the contract. It may be a fixed sum, a rate for time, a stage payment, or a combination. Rates apply to time spent on the work, including investigation you asked for and meetings you required. We will not charge for time that is only our own internal administration. Estimates of time are estimates unless the contract converts them into a fixed fee. We will tell you if we reasonably expect an estimate to be exceeded, and we will not knowingly run past a capped budget without your written agreement.

Invoices are issued as the contract states, or monthly in arrears if it is silent. You will pay within thirty days of the invoice date unless a different period is written. Payment is in pounds sterling unless another currency is agreed. We may charge interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998 where that Act applies, together with the fixed sum and reasonable recovery costs the Act allows. We may suspend work if an undisputed invoice is overdue by more than fourteen days, after we have given written notice and a further seven days to pay.

24. Disputed invoices

If you dispute an invoice in good faith, you will pay the undisputed part and write to us within ten working days of the invoice, setting out the dispute. We will not suspend work for a genuinely disputed amount while we discuss it, provided the undisputed part is paid. A dispute is not opened by a general refusal to pay. We will both act promptly to resolve the difference, and either party may use the dispute clause if it remains open.

25. Expenses and third-party costs

Expenses are included only if the contract says so. Otherwise, reasonable travel and agreed third-party costs are charged at cost, with receipts on request. We will ask before incurring a third-party cost that is material. Cloud, carrier, and software-licence invoices that the contract says are yours remain yours even if we helped you estimate them. An estimate of a third-party cost is not a cap on that third party’s bill.

26. Tax

Fees are exclusive of value added tax, which will be added where the law requires it and shown on the invoice. Each party is responsible for its own taxes on income. We do not give tax advice. If a withholding applies, you will tell us in advance and the contract will say whether the fee is grossed up. Nothing in these terms is a representation about your ability to recover VAT.

27. Background intellectual property

We keep all rights in background material. You keep all rights in client material and in intellectual property you owned before the contract. Neither party assigns its background by entering into a contract. Where background material of ours is embedded in a deliverable that the contract says you may use, you receive a licence to use that embedding as part of the deliverable, for the purpose stated, and not a licence to extract the background material and resell it on its own.

You will not reverse engineer our background material except to the extent the law allows and the contract does not supply the information you need for interoperability. You will tell us before relying on a statutory right, so that we can offer a less disruptive route if one exists.

28. Intellectual property in deliverables

Unless the contract says otherwise, intellectual property in a deliverable that we create specifically for you vests in you when you have paid all fees due for that deliverable. Until payment, we license you to use the deliverable for evaluation and for the project, and we may suspend that licence if an undisputed fee remains unpaid after the notice period in the fees clause. Vesting does not transfer our background material, our general methods, or third-party components.

If the contract says that we retain the deliverable and license it to you, the licence is non-exclusive unless exclusivity is priced and written down, it lasts for the term stated, and it covers the use stated. A licence to run a system is not a licence to resell the system as a product of your own unless the contract says so. We may reuse general knowledge, including ideas that are not your confidential information, in work for other clients.

29. Your materials

You license us to use client material for the contract, including by copying it into a development environment where that is needed. The licence ends when the contract ends, except for copies we must keep as a record or a backup until the backup cycle overwrites them. You confirm that you have the rights to give that licence. You will indemnify us against a claim that client material infringes another person’s intellectual property or that it was supplied without authority, except to the extent the claim was caused by our alteration of the material outside your instructions.

30. Open-source software

Deliverables may include open-source components. We will not introduce a component whose licence would require you to publish your own proprietary source code, unless you have agreed that component in writing. We will keep a list of the open-source components we add, on request, at acceptance or at the end of a stage. You are responsible for complying with those licences in your onward use. We are responsible for choosing components that match the constraint in the first sentence of this clause.

31. Third-party software

Third-party software remains subject to its publisher’s terms. We pass through warranties only to the extent the publisher’s terms allow and only where we are the contracting party for that software. We do not warrant software we did not write, except that we warrant that we have chosen it with reasonable care where the contract asked us to choose it. A failure of third-party software is handled under the dependencies clause and, if we configured it, under the duty of care for that configuration.

32. Confidentiality

Each party will keep the other’s confidential information secret, will use it only for the contract, and will disclose it only to people who need it and are bound by duties no weaker than these. Confidential information includes proposals, prices, unpublished designs, source code, security arrangements, and the content of your systems. It does not include information that is public through no fault of the receiver, information the receiver already held without a duty, information independently developed, or information the receiver must disclose by law. A party who must disclose by law will, where lawful, give the other notice.

The duty lasts for five years after the contract ends, and for trade secrets for as long as they remain secret. On request at the end of the contract, each party will return or delete confidential information, except for records it must keep and for copies in ordinary backups. We may describe the fact that we work in the fields named on the website. We will not name you as a client, and we will not describe your project in public, unless you agree in writing.

33. Data protection

Each party will comply with data protection law that applies to it, including the UK GDPR and the Data Protection Act 2018 where they apply. For personal data on the website and in our own business records, we are the controller, and the Privacy Policy explains that processing. For personal data we process only on your documented instructions inside a system, you are the controller and we are the processor, unless the contract says otherwise.

Where we are a processor, we will process the data only on your instructions, ensure that people who handle it are under a duty of confidence, apply measures appropriate to the risk, not appoint a sub-processor without the arrangement the contract states, assist you with rights requests and with security incidents so far as the work makes that possible, delete or return the data at the end of the processing unless the law requires storage, and make available the information needed to show compliance. International transfers will use a lawful safeguard. A full schedule will be added where the processing is more than incidental. Incidental contact details of your staff, used to run the project, are handled as controller-to-controller business correspondence.

34. Security

We will apply security measures appropriate to the nature of the work and the risk we have been told about. You will apply the measures that sit on your side of the boundary, including account management, network access, and the classification of data you place in a system. Each party will tell the other without undue delay after becoming aware of a security incident that affects the contract’s data or deliverables, and will give the information the other reasonably needs for its own duties. A notification is not an admission of fault.

We do not agree to a penetration test against our own background systems except under a written scope. You do not acquire a right to test systems we host for other clients. Tests against a system we build for you should be scheduled so that they do not look like an attack we must block.

35. Warranties

We warrant that we will perform services with reasonable care and skill, that a deliverable will materially match the statement of work at acceptance, and that we have the right to enter into the contract. You warrant that you have the right to enter into the contract, that client material is lawful, and that the information you give us is accurate in the respects we reasonably need. Except as written in the contract, and except for terms that the law implies and does not allow us to exclude, we exclude implied terms such as fitness for a purpose you did not write down.

The warranty on a deliverable lasts for ninety days after acceptance, unless a maintenance schedule replaces it with a longer support duty. During that period we will correct a material defect at no extra fee. The warranty does not cover misuse, a change you or a third party made, a failure of a dependency, or use outside the agreed environment.

36. Liability

Nothing in the contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that the law of England and Wales does not allow to be limited.

Subject to that, neither party is liable to the other for loss of profit, loss of revenue, loss of goodwill, or indirect or consequential loss, whether or not it was advised of the possibility. Subject to the first paragraph of this clause, each party’s total liability arising out of a contract is limited to the fees paid or payable under that contract in the twelve months before the claim arose, or to fifty thousand pounds if that produces a lower figure and the fees in that period were lower. If no fee has yet been paid and none is yet payable, the cap is the fee that would have been payable for the work done. The cap does not apply to your obligation to pay fees, to a party’s liability for infringement of the other’s intellectual property, or to a breach of confidentiality caused by a deliberate act.

The allocations in this clause are reflected in the fees. A higher cap can be agreed in writing and may change the fee. You are responsible for insuring losses that the contract does not shift to us, including the value of content you stream and the business effect of a launch date you chose.

37. Insurance

We will maintain insurance of a kind and at a level that is reasonable for the work, and we will provide evidence on reasonable request. These terms do not state a figure, because a figure that is not agreed in the contract would be an invention. If you need a stated limit, write it into the contract before the work begins. Insurance does not enlarge the liability cap, except where the law says a cap cannot apply.

38. Indemnity for intellectual property

We will defend you against a claim that a deliverable we wrote infringes a third party’s intellectual property right in the United Kingdom, and we will pay the damages a court awards or a settlement we agree, provided you tell us promptly, you do not admit the claim, and you let us control the defence. We may modify or replace the deliverable so that it stops infringing, or we may end the affected licence and refund the fees paid for that deliverable in the last twelve months, less a reasonable amount for the use you have had. We have no duty under this clause for a claim caused by client material, by your combination of the deliverable with items we did not supply, or by your use outside the contract.

This clause, together with the liability clause, is the whole of our duty for intellectual-property claims against a deliverable.

39. Term

A contract starts when it is formed and continues until the work is accepted and paid for, or until a stated term ends, unless it ends earlier under these terms. A support schedule renews only if the schedule says it renews. Silence is not a renewal. We will remind you before a renewal if the schedule asks us to. Either party may decide not to renew by giving the notice the schedule states, or thirty days’ notice if it is silent.

40. Termination

Either party may terminate a contract by written notice if the other commits a material breach and does not remedy it within fourteen days after a notice that describes the breach and asks for a remedy. A breach that cannot be remedied entitles the other party to terminate promptly. Either party may terminate if the other becomes insolvent, enters administration, or ceases business, to the extent the law allows termination in those events.

You may terminate for convenience on thirty days’ written notice, unless the contract says a stage cannot be cancelled once started. We may terminate for convenience only where the contract says so, or where continuing would require us to act unlawfully. Termination does not affect clauses that are meant to survive, including confidentiality, intellectual property, liability, fees for work done, and governing law.

41. Consequences of termination

On termination we will stop the work, deliver the outputs that have been paid for and are in a state that can be handed over, and invoice for work done up to the termination date, including committed third-party costs we cannot cancel. You will pay that invoice under the fees clause. If you terminate for our material breach, you need not pay for the defective part, and we will refund fees paid for that part to the extent the consideration has failed. We will give you the access and the explanations that are reasonably needed to take the paid-for work elsewhere, for a handover period stated in the contract or, if none is stated, for up to ten working days. Longer exit assistance is a change.

42. Suspension

We may suspend work if you do not provide access we have reasonably asked for, if you tell us to pause, if an undisputed invoice remains unpaid after the notice in the fees clause, or if continuing would create a material security or legal risk. We will tell you why, unless the law forbids it. The timetable shifts by the length of the suspension. Fees for time already spent remain due. Recurring support fees, if any, remain due during a suspension you caused, unless we agree a reduction in writing.

43. Force majeure

Neither party is in breach for a failure caused by an event beyond its reasonable control, including fire, flood, war, widespread internet failure, a cloud-region outage we do not control, or industrial action not limited to our own staff, provided the affected party tells the other and works to reduce the effect. If the event continues for more than sixty days, either party may terminate the affected part, and the consequences clause applies as if the termination were for convenience. Lack of funds is not force majeure. A failure of a subcontractor is force majeure only where the subcontractor’s failure itself meets this clause.

44. People

We decide which of our staff or contractors perform the work, and we remain responsible for their performance. You do not acquire an employment relationship with them. Neither party will, during the contract and for six months after it ends, solicit an employee of the other who was materially involved in the work, with a view to employing them. A general advertisement that is not aimed at that person is not solicitation. This clause does not stop a person from answering such an advertisement.

45. Anti-bribery and fair dealing

Each party will comply with the Bribery Act 2010 and will not offer or accept an improper advantage in connection with the contract. Each party will keep reasonable procedures to prevent associated persons from bribing. A breach of this clause is a material breach that may not be capable of remedy. Gifts of small value in the ordinary course of business are not, by themselves, a breach, but neither party is obliged to offer or accept them.

46. Sanctions and unlawful use

You will not use a deliverable in a way that violates sanctions or export-control law that binds either party, and you will not ask us to do so. We may refuse an instruction that we reasonably believe would breach those laws, without that refusal being a breach of contract. You will tell us if a system is intended for a military, surveillance, or similarly sensitive use, so that we can decide whether to accept the work. The website is not an offer to supply such uses.

47. Assignment and subcontracting

You may not assign a contract without our written consent, which we will not unreasonably withhold in the case of a genuine group reorganisation that does not increase our risk. We may not assign our obligations without your written consent, except to a successor of the relevant business who accepts them in writing. We may subcontract parts of the work, and we remain responsible for subcontractors we choose. We will not subcontract the whole of a contract to avoid these terms.

48. Independent parties

The parties are independent. The contract does not create a partnership, a joint venture, or an agency, except where a statement of work expressly appoints us as your agent for a named act, such as opening a ticket with a vendor in your name. Neither party may bind the other. We do not hold ourselves out as your exclusive supplier unless a written exclusivity clause says so and defines the field.

49. Notices

Notices under a contract must be in writing. They may be delivered by hand, by recorded post to Diamond Court, Water Street, Bakewell, DE45 1EW, United Kingdom for the company, and to the address you nominate for you, or by email to it.team@botifybot.vip and to the email you nominate. A notice sent by email is received on the next working day if it was sent on a working day before 5 pm London time, otherwise on the following working day, unless the sender receives an automated failure. A notice sent by recorded post is received two working days after posting if posted in the United Kingdom. This clause does not apply to ordinary project correspondence, which may follow the channel the teams are using, but termination, a change to these terms, and a claim must use this clause.

50. Disputes

If a dispute arises, the parties will first ask their nominated representatives to meet, by telephone or in person, within ten working days of a written request, and to try to resolve it. If they cannot, either party may refer the dispute to the courts. Nothing in this clause stops a party from seeking an interim injunction to protect confidential information or intellectual property. The parties will continue to perform the parts of the contract that are not affected by the dispute.

51. Governing law and jurisdiction

The contract, and any dispute arising out of it or its subject matter, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. If a mandatory rule gives a consumer a right to sue elsewhere, that rule still applies, but these terms are written for business clients. The company does not appoint the website as a place of business in any other country by making it available there.

52. Third-party rights

The Contract (Rights of Third Parties) Act 1999 does not apply. A person who is not a party may not enforce a term, except that a member of our staff may enforce the clause that prevents solicitation where the law allows a third party to do so only if a later written variation says so. The parties may vary or end the contract without the consent of any third party.

53. Entire agreement

The contract is the entire agreement between the parties about its subject. It replaces earlier discussions about that subject. Each party agrees that it has not relied on a statement that is not written in the contract. This clause does not exclude liability for fraud. A representation on the website about the kind of work the company does is not a representation about the outcome of your project.

54. Variation, waiver, and severance

A variation of a contract must be in writing. A failure to enforce a term is not a waiver. A waiver must be written to be effective, and it applies only to the breach described. If a court holds a clause unenforceable, the rest of the contract remains in force. The parties will replace the affected clause with a lawful clause that comes as close as possible to the original commercial effect.

55. Counterparts

A contract may be signed in counterparts, including by electronic signature, and each counterpart is an original. Email acceptance of a proposal is sufficient where the proposal says that email acceptance will form the contract and we confirm it. A draft marked “subject to contract” does not bind either party until that marking is removed or a later document forms the contract.

56. Records

We will keep project records for the period we need in order to support the work, to meet the warranty, and to deal with a claim. You should keep your own copies of decisions and of materials you supplied. We do not promise to archive your production data. Backups of a system we operate are included only where the contract specifies the backup, the retention, and the restore test.

57. Non-exclusivity

Unless a written clause grants exclusivity in a defined field, we may carry out similar work for other organisations. We will not use your confidential information to do so. Similarity of method is not a conflict. A conflict of interest that would require us to misuse your confidential information will be refused or disclosed, and we will not accept it without a written arrangement that protects you.

58. Public statements

Neither party will issue a press release about the contract without the other’s written consent. Consent to a factual correction of a legal notice is not required where the notice must be published. The website will not be updated to name you, quote you, or display your marks unless you have agreed the wording. Absence of a case study is not a comment on the work.

59. Interpretation of examples

Examples in these terms, including examples about streaming, telephony, cloud accounts, and APIs, show how a clause operates. They are not a list of systems we claim to have built for named organisations, and they are not a promise that every engagement includes every example. If an example and a statement of work differ, the statement of work wins.

60. Contact for contractual notices

Until you nominate another address, notices to the company go to BOTIFY BOT LTD, Diamond Court, Water Street, Bakewell, DE45 1EW, United Kingdom, and to it.team@botifybot.vip. The telephone number +44 7891 837264 may be used to discuss a notice, but a telephone call does not itself satisfy the notices clause. Please put the word “Notice” in the subject line of an email that is meant to terminate, to allege breach, or to reject a deliverable, so that it is read as a notice rather than as ordinary project mail.

Related documents: Privacy Policy, Cookie Policy, Terms of Service.

61. Cooperation

Each party will cooperate with the other in good faith so that the work can be done safely and on the agreed timetable. Cooperation includes answering questions, attending the meetings the contract schedules, and naming a substitute if the usual representative is away for more than five working days. It does not require either party to agree a change, to reduce a fee, or to accept a risk that the contract places on the other. A failure to cooperate that blocks the work is handled under the responsibilities clause and, if it continues, may be a material breach.

62. Meetings and decisions

Decisions that affect scope, acceptance, or fees should be written down. A meeting note that we send after a working session is a record. If you disagree with the note, say so within three working days. If you do not, we may rely on the note for the purpose of planning the next step. The note does not amend the contract unless it is expressly agreed as a change. We will not treat silence as acceptance of a new fee.

63. Environments

The contract should say which environments exist: for example development, test, and production. We will not deploy to production except by the route the contract describes, or by a written instruction from your representative. Production data should not be copied into a lower environment unless you have authorised the copy and any minimisation or masking the data requires. We will follow that instruction. If you have not defined masking, we will ask before copying a set of personal data, and we may refuse the copy if it would breach data protection law.

A defect that appears only in an environment that does not match the agreed production configuration may be a configuration issue rather than a defect in the deliverable. We will help you tell the difference, within the fee. Rebuilding an environment you changed without notice is a change.

64. Testing

We will test a deliverable in the way the statement of work describes before we offer it for acceptance. If the statement of work is silent, we will carry out tests that a competent supplier would carry out for work of that kind, and we will tell you what those tests were. You remain responsible for acceptance tests that reflect your business rules, your content, and your downstream systems. We will correct failures of tests we agreed to run. We will not be deemed to have tested a scenario that was never described.

Performance tests are included only where the contract states the method, the data volume, and the pass mark. A single informal trial is not a performance test. Load figures used in a test should match the planning figures in the architecture clause. Passing a test at those figures does not certify a higher figure.

65. Documentation

We will supply the documents the contract names. If it names none, we will supply a short description of how to build, configure, and operate the deliverable, sufficient for a competent administrator who already knows the surrounding platform. We do not supply training materials, user manuals for your end users, or translated documents unless they are listed. Documents are deliverables. They are accepted with the related software unless you send comments within the review period. Comments that ask for a different product are changes.

66. Training and handover during the work

Knowledge transfer during the engagement is included to the extent the contract sets time aside for it. Informal answers in a working session are part of the service. A structured course, a recorded series, or a period of side-by-side operation is a separate item and should be priced. At the end of a build, we will answer reasonable questions about the deliverable for the handover period in the termination clause, even if the contract ends by completion rather than by early termination. That period is not a support subscription.

67. Access and accounts

You will provide accounts with the least privilege that still lets us do the work. You will not require us to share a personal login among several people. We will not share your credentials outside the people performing the contract. When a person stops working on the engagement, we will tell you so that you can revoke access, and you will tell us if you revoke access that we still need. Shared inboxes and break-glass accounts should be named in the contract if they are part of the operating model.

68. Time recording

Where the fee is based on time, we will keep a record of time spent and will summarise it with the invoice at a level that shows the activity and the date. We will not be required to produce a minute-by-minute diary unless the contract says so. You may ask a reasonable question about an entry. A question is not a reason to withhold the undisputed portion of the invoice. Rounding, if any, will be stated on the rate card. If it is not stated, time is recorded in increments of no more than half an hour.

69. Rate changes

A fixed fee does not change because our internal costs changed, except under the change clause or a tax change that the contract says is passed on. A rate for time stays as agreed for the stated term. On a renewal of support or advisory work, we may propose a new rate with at least thirty days’ notice before the renewal. If you do not accept it, the schedule ends at the renewal date unless another rate is agreed. We will not apply a new rate to time already worked.

70. Set-off

You will pay fees without set-off, except for a set-off of a sum we have agreed in writing or a sum a court has awarded. We may set off a sum you owe us against a sum we owe you under the same contract. This clause does not remove a right of set-off that the law says cannot be excluded. A claim that has not been agreed or awarded is not a reason to hold the whole of an invoice.

71. Audit

Where we act as a processor, you may, on reasonable notice and no more than once in a contract year unless a breach is reasonably suspected, ask for information that shows we are meeting the data protection clause. We may satisfy that request with a written description and relevant extracts, rather than by opening every system. An on-site visit, if the contract allows one, will be during working hours, will not disrupt other clients, and will be at your cost unless it reveals a material breach. You will keep what you see confidential. This right does not extend to our costs, our margins, or other clients’ data.

72. Relief

Our failure to meet a date or a target is excused to the extent it was caused by your breach, by a missing dependency you were to provide, by a change that was requested but not yet agreed, by an assumption that proved false, or by a force majeure event. We will say which of those applies when we can reasonably tell. The excuse lasts for the period of the cause and for a reasonable recovery period. Dates that were not promises but estimates move in the same way, without that movement being a breach.

73. Use of artificial intelligence tools

If we use an automated tool to draft or to inspect code or documents, we remain responsible for the deliverable under these terms. We will not paste your confidential source code or your personal data into a public tool that trains on that input, unless you have agreed the tool in writing. A tool’s suggestion is not a third-party deliverable that escapes the warranty. You do not receive a separate licence from the tool provider through us unless the contract identifies that provider and those terms.

74. Content standards for streaming and interactive services

Where the deliverable will carry content to the public or to a closed group of users, you are responsible for the lawfulness of that content and for the notices, age controls, and takedown routes that apply to your service. We will implement the controls the statement of work lists. We may remove or disable a piece of content from a system we operate for you if we reasonably believe keeping it online would expose us to criminal liability, and we will tell you as soon as we lawfully can. That action is not a failure of a streaming target.

75. Numbers, names, and addressing

Domain names, telephone numbers, IP addresses, and certificates that are registered to you remain yours. We will not transfer them away from you. If a contract requires us to request a number or a name on your behalf, we do so as your agent for that request only, and the registrar’s or the carrier’s terms apply. Renewal fees for names and certificates are your cost unless included. You will keep the administrative contact reachable. A lapsed name that you failed to renew is not our defect.

76. Monitoring

Monitoring is included only where the contract lists the signals, the thresholds, and the hours. A dashboard that we leave in place at the end of a design engagement is a deliverable, not a promise that we will watch it. Alerts that go to you are yours to action unless support hours include that action. We will not switch on a monitor that sends your production data to a third party without naming that party in the contract.

77. Severity and response

If a support schedule uses severity levels, the schedule must define them. If it says only “urgent” and “normal”, urgent means a production service in scope is unavailable or is corrupting data, and normal means other faults. Response means a qualified person has started to look and has acknowledged the report. It does not mean the fault is already fixed. Restoration targets are included only when they are written as targets and the conditions for them are written too. Credits, if any, are the sole financial remedy for a missed target, and they are set out in the schedule rather than implied by these terms. Credits do not apply where the relief clause applies.

78. Viruses and harmful code

We will not knowingly introduce malicious code into a deliverable. We will use reasonable current measures to detect malicious code in what we deliver. You will use reasonable measures on your side before production use. This clause does not require either party to guarantee that a third-party component will never contain a vulnerability. A vulnerability that is disclosed after acceptance is handled under support if support is in force, or as a change if it is not, unless it is a breach of the warranty that we introduced malicious code.

79. Accessibility and language

The contract will state if a deliverable must meet a named accessibility standard or must be supplied in a language other than English. If it does not, we will write documents and interfaces in English and we will follow ordinary good practice for the kind of system being built, without warranting conformance to a standard that was not named. British English is the language of these terms and of notices. A translation, if you commission one, is for convenience. The English text prevails unless the contract says a translation prevails.

80. Further assurance

Each party will sign documents and do acts that are reasonably required to give effect to the intellectual property clause and to a handover, at the requesting party’s reasonable cost where the act is more than a simple confirmation. This clause does not require a party to take on a new commercial obligation. A delay in signing a confirmatory assignment after the fee has been paid does not leave ownership in doubt where the intellectual property clause already vests it.

81. Costs

Each party bears its own costs of negotiating and performing the contract, except where a clause says otherwise, such as the cost of a processor audit that finds no breach, or the recovery costs that late-payment law allows. Court costs follow the rules of the court. A party who enforces a judgment may recover the reasonable costs of enforcement to the extent the court or the relevant statute allows.

82. Survival

Clauses that by their nature should continue after the contract ends will continue. They include definitions, fees for work done, intellectual property, confidentiality, data protection to the extent processing continues, liability, indemnities, notices, governing law, and this clause. A licence that was stated to last for a fixed term continues for that term if the fee for it was paid, even if a separate support schedule has ended. Ending support does not by itself end a paid-up licence, and ending a licence does not excuse fees already earned.

83. Cumulative rights

Rights under the contract are cumulative with rights under the general law, except where a clause says a remedy is sole, as the credits sentence does for missed response targets. Termination does not remove a claim for a breach that already occurred. An invoice that has been paid is not a waiver of a defect claim made within the warranty period.

84. No partnership with your customers

Your customers, viewers, callers, and users are not our customers merely because they use a system we built or support. We do not owe them a direct duty of care in contract. You are responsible for your terms with them, for your charges to them, and for your support to them, unless a schedule expressly makes us the point of contact for a defined class of ticket. If we receive a complaint from your user, we may forward it to you and we are not obliged to answer it ourselves.

85. Samples, proofs, and demonstrations

A sample, a proof of concept, or a demonstration shows a direction. It is not the specification unless the contract adopts it by reference and identifies the version. Features that appeared in a demonstration because a tool offered them are not included. Features that the statement of work lists are included even if a demonstration has not yet shown them. You should not launch a public service on a proof of concept unless the contract says that proof is production-ready.

86. Location of work

Work is carried out from the United Kingdom unless the contract names another place. Visits to your site are made only when they are in scope. We do not open another office by visiting you. Equipment we bring to your site remains ours unless the contract sells it. You will provide a safe place to work and will tell us of site rules before the visit. Our people will follow those rules. Time spent travelling is charged only if the rate card or the statement of work says so.

87. Equipment and title to goods

These terms are mainly for services and for software. If a contract also sells hardware, title passes when you have paid for that hardware in full, and risk passes when the item is delivered to the address in the contract. Until title passes we may require the item to be kept identifiable. Software is licensed or assigned under the intellectual property clauses, not sold as goods, except where a mandatory rule classifies a particular supply differently. A backup copy of software that the licence allows is not a second licence.

88. Feedback

If you suggest an improvement to our background material or to our general methods, we may use the suggestion without a fee and without identifying you. That permission does not cover your confidential information or your client material, and it does not give us ownership of a deliverable that the intellectual property clause vests in you. You are not obliged to give feedback. We are not obliged to adopt it.

89. Conflicts inside your organisation

If we receive contradictory instructions from people at your organisation, we will follow the instruction of the representative named in the contract. If none is named, we will follow the instruction of the person who signed, and we will ask you to resolve the conflict. Work done in line with the named representative’s instruction is in scope even if another colleague disagrees later. A change of representative takes effect when you tell us in writing.

90. How these terms are accepted

These terms are accepted when you sign a document that refers to them, when you accept a proposal that refers to them, or when you ask us to start work after we have sent you these terms and you have had a chance to read them. If you start from a purchase order that conflicts with them, clause 3 still applies. A copy of these terms is published at https://botifybot.vip/terms-and-conditions.html. The version in force for a contract is the version identified in that contract or, if none is identified, the version published on the date the contract is formed. A later change to the web page does not change a contract already formed.

Questions about a draft contract, before it is signed, can be sent to it.team@botifybot.vip. That address is also the contractual notice address in clause 60. The postal address is Diamond Court, Water Street, Bakewell, DE45 1EW, United Kingdom. The telephone number is +44 7891 837264.

91. Benchmarks and comparisons

A figure we give for capacity, latency, or availability is a planning figure or a target only when the contract labels it as one. A comparison with another supplier’s public claims is not a term of the contract. You should not treat a workshop sketch as a measured result. If you need a measured result, the test clause applies and the method must be written down before the test is treated as acceptance.

92. Replacement of components

We may replace a library, a service, or a configuration with a reasonable equivalent where the replacement still meets the statement of work, does not increase your fees, and does not impose a more burdensome open-source duty. We will tell you before a replacement that changes an operating procedure you rely on. We will not replace a component you named as mandatory, unless that component is no longer available on lawful terms, in which case we will propose a change.

93. End of life

Platforms and carrier products are withdrawn by their publishers from time to time. When we know that a component the contract relies on will be withdrawn, we will tell you with the notice we ourselves received, or sooner if we reasonably can. Moving off a withdrawn component is a change unless a support schedule already includes that move. We are not obliged to keep a deliverable running on an unsupported platform after you have refused a reasonable migration proposal, and a fault caused only by that unsupported platform is outside the warranty.

94. Return and deletion of data at the end

At the end of processing where we are a processor, we will, at your choice, return or delete the personal data we hold for that processing, unless the law requires us to keep it. Return will be in a common format we agree, or in the format the system already uses if we cannot agree. Deletion from live systems will be followed by expiry from backups on the ordinary cycle. We will confirm in writing when the live deletion is done. A request to delete data that we hold as controller, such as invoices and notices, is handled under the Privacy Policy and may be refused where a legal duty or a claim requires the record.

95. Step-in

You do not have a right to step in and operate our background systems. Where we host a deliverable for you and we are in material breach that we have not remedied within the cure period, you may, after written notice, take over operation of that hosted deliverable to the extent necessary to keep your service running, using the credentials and the documentation we are obliged to hand over. That step-in lasts until we have remedied the breach or the contract ends. It does not assign our background material. Your costs of step-in are recoverable only as damages under the liability clause, and only if the breach caused them.

96. Public procurement and mandatory flow-down

If you are a contracting authority or you need a clause to flow down from your own customer, send the clause before the contract is formed. We will consider it. A flow-down that was not attached does not apply. We are not obliged to accept unlimited liability, an audit of unrelated clients, or a price that the flow-down would make uneconomic. Where we do accept a flow-down, it is listed in the contract, and if it conflicts with these terms the signed list prevails on that point only.

97. Business continuity on our side

We will take reasonable steps to continue the work if a single person is unavailable, by using another competent person or by agreeing a short pause. We do not promise a named individual unless the contract names them as a key person. If a key person is named and becomes unavailable, we will propose a replacement with comparable skill. You may reject the replacement on reasonable grounds, in which case both sides will seek another candidate or, if none is available, end the affected part without liability for that ending, apart from fees for work already done.

98. Quality of instructions

We are entitled to a single set of requirements. If requirements arrive as fragments across emails, we may consolidate them and send you the consolidation for confirmation. Work done against the confirmed consolidation is the work. Contradictions that you do not resolve will be resolved by us in the way that best fits the stated business outcome, and we will record the choice. If that choice is wrong because the outcome was not stated, the correction is a change.

99. Links with the website terms

The Terms of Service govern browsing and the contact form. These terms govern a contract for work. A person who only reads the site is not a client. A person who becomes a client remains bound by the Terms of Service when using the site, and by these terms when the work is in question. The Cookie Policy governs bb_notice. None of those website documents creates a support obligation, a licence to product software, or a fee.

100. Closing

These terms are meant to be read with a statement of work that names the actual system, the fee, and the timetable. Where a subject is deliberately left to that document, filling the gap with an assumption from a sales page is not the right reading. BOTIFY BOT LTD publishes this text so that a prospective client can see the baseline before asking for a proposal. The company details used in it are the details published for the business: BOTIFY BOT LTD, Diamond Court, Water Street, Bakewell, DE45 1EW, United Kingdom, it.team@botifybot.vip, +44 7891 837264, https://botifybot.vip. No other office, registration figure, or contact address is added by these terms.