Terms and conditions
These Terms & Conditions (“Terms”) govern your use of the DENOTEC website at www.denotec.co.uk and, where applicable, the provision of services by DENOTEC (“DENOTEC”, “we”, “us”, or “our”).
By using this website or engaging DENOTEC to provide services, you agree to these Terms.
1. About DENOTEC
DENOTEC provides engineering and product development services, including electronics design, PCB design, embedded firmware development, hardware development, prototyping, mechanical design, testing, technical consultancy, and related services.
Specific services, deliverables, specifications, pricing, timelines and responsibilities will be agreed with the client on a project-by-project basis.
2. Website Use
You may use this website for lawful purposes only.
You must not:
- Use the website in a way that violates any applicable law or regulation.
- Attempt to gain unauthorised access to the website or its systems.
- Interfere with the operation or security of the website.
- Copy, reproduce, modify, or distribute website content without permission.
- Use automated systems to access or extract substantial amounts of website content without our permission.
We reserve the right to restrict or suspend access to the website where necessary.
3. Enquiries and Quotations
Information provided through the website, including descriptions of services, examples of work, estimated timescales and other project information, is provided for general information.
A request for a quotation does not create a contract between you and DENOTEC.
Any quotation provided by DENOTEC is subject to the assumptions, scope, exclusions, pricing and validity period stated in that quotation.
A binding agreement for services will only arise when the relevant proposal, quotation, statement of work, purchase order, contract, or other agreed documentation has been accepted by both parties.
4. Project Scope
The scope of each project will be defined in the applicable quotation, proposal, statement of work, or other agreement.
Changes to project requirements, specifications or deliverables may affect:
- Project cost
- Delivery timescales
- Required resources
- Testing requirements
- Component selection
- Manufacturing requirements
Additional work outside the agreed scope may be charged separately.
5. Engineering Services and Deliverables
DENOTEC will use reasonable skill and care in providing its services.
Unless expressly agreed otherwise, engineering work is performed based on the requirements and information available to us at the time of development.
Engineering development may involve technical assumptions, component availability, third-party components, manufacturing processes, software dependencies and other factors outside our control.
Unless specifically agreed in writing, delivery of a prototype, PCB, firmware, CAD file, design file, test result or other engineering deliverable does not constitute a guarantee that the resulting product will be suitable for mass production, regulatory approval, a particular market, or a particular application.
The client remains responsible for confirming that the final product meets its intended requirements and any applicable regulatory, safety, certification and market requirements.
6. Prototypes and Hardware
Prototype hardware is intended for development, testing and evaluation unless otherwise agreed.
Prototype components, PCBs, assemblies and mechanical parts may differ from final production hardware.
Prototype performance may be affected by component availability, manufacturing tolerances, supplier variations, firmware revisions and other development factors.
Unless expressly agreed otherwise, DENOTEC does not guarantee that prototype hardware will be suitable for commercial production or end-user deployment.
7. Third-Party Components and Services
Projects may depend on third-party components, manufacturers, software libraries, development platforms, cloud services or other suppliers.
DENOTEC is not responsible for delays, failures, discontinuation, price changes, shortages, defects or other issues caused by third parties.
Where third-party components or services are recommended or procured as part of a project, the relevant third-party terms and warranties may also apply.
8. Intellectual Property
Unless otherwise agreed in writing, each party retains ownership of intellectual property that it owned before the commencement of a project.
Ownership and licensing of newly created intellectual property, including designs, firmware, source code, CAD files, documentation, schematics, PCB layouts and other project deliverables, will be governed by the applicable project agreement.
Payment terms and intellectual-property transfer arrangements may form part of the agreed quotation or statement of work.
DENOTEC retains ownership of its pre-existing know-how, methodologies, tools, libraries, templates, reusable code, processes and general engineering knowledge unless expressly assigned in writing.
9. Client Materials
The client is responsible for ensuring that any information, designs, specifications, software, intellectual property or other materials supplied to DENOTEC may lawfully be used for the purposes of the project.
The client grants DENOTEC permission to use such materials to the extent reasonably necessary to perform the agreed services.
The client remains responsible for the accuracy and completeness of information supplied to DENOTEC.
10. Confidentiality
Each party may receive confidential or commercially sensitive information belonging to the other party.
Both parties agree to take reasonable steps to protect confidential information and not disclose it to third parties except where:
- Disclosure is required to perform the agreed services;
- Disclosure is required by law;
- The information is already publicly available through no breach of confidentiality; or
- The other party has provided permission to disclose it.
Where a separate confidentiality or non-disclosure agreement has been entered into, that agreement will take precedence over this section to the extent of any conflict.
11. Fees and Payment
Fees, payment schedules and applicable expenses will be set out in the relevant quotation, proposal, statement of work or invoice.
Unless otherwise agreed, invoices are payable within the payment period specified on the invoice.
DENOTEC reserves the right to suspend work where invoices remain unpaid after the applicable payment period.
Additional work resulting from changes to project requirements or work outside the agreed scope may be invoiced separately.
12. Delivery Timescales
Any delivery dates or project timescales provided by DENOTEC are estimates unless expressly agreed as fixed deadlines.
Timescales may be affected by factors including:
- Changes to project requirements
- Client delays in providing information or approvals
- Component availability
- Manufacturing or supplier delays
- Third-party services
- Technical issues discovered during development
- Events outside DENOTEC’s reasonable control
DENOTEC will make reasonable efforts to communicate significant delays.
13. Testing and Acceptance
Where testing or validation forms part of the agreed scope, DENOTEC will perform the testing specified in the relevant project documentation.
Unless otherwise agreed, the client is responsible for final acceptance testing and determining whether the completed product is suitable for its intended application.
The client should conduct appropriate independent testing, validation and certification before deploying any product commercially or in a safety-critical environment.
14. Safety and Regulatory Compliance
Unless expressly included within the agreed scope, DENOTEC does not provide legal, regulatory or certification services.
The client is responsible for ensuring that the final product complies with all applicable laws, regulations, standards and certification requirements.
Where DENOTEC provides technical assistance relating to compliance, such assistance does not constitute legal or regulatory advice unless expressly agreed otherwise.
Products intended for medical, automotive, aerospace, industrial safety, or other safety-critical applications may require additional testing, certification and validation.
15. Website Content
We make reasonable efforts to ensure that information published on the website is accurate and up to date.
However, website content is provided for general information and may contain errors, omissions or information that becomes outdated.
Service descriptions, technical information, case studies and examples should not be treated as a contractual specification unless expressly incorporated into an agreement with DENOTEC.
16. Intellectual Property in Website Content
Unless otherwise stated, the content of this website, including text, graphics, logos, images, designs and other materials, is owned by or licensed to DENOTEC.
You may view and use the website for personal or legitimate business purposes.
You must not reproduce, modify, distribute, republish, sell or commercially exploit website content without our prior written permission.
17. Third-Party Links
The website may contain links to third-party websites and services.
These links are provided for convenience and do not constitute an endorsement or recommendation.
DENOTEC is not responsible for the availability, content, security or privacy practices of third-party websites.
18. Limitation of Liability
To the fullest extent permitted by applicable law, DENOTEC will not be liable for indirect, incidental, special or consequential losses arising from the use of our website or services.
This may include loss of profits, revenue, business opportunities, anticipated savings, data or goodwill.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
Where services are provided under a separate written agreement, any liability provisions contained in that agreement will apply.
19. Events Outside Our Control
DENOTEC will not be responsible for failure or delay in performing its obligations where such failure or delay results from circumstances beyond our reasonable control.
Such circumstances may include natural disasters, fire, power failure, telecommunications failure, cyber incidents, industrial disputes, supply-chain disruption, component shortages, manufacturing disruption, government action or other events outside our reasonable control.
20. Suspension or Termination
Either party may terminate a project in accordance with the terms of the applicable project agreement.
If no termination terms have been agreed, either party may request termination by providing reasonable written notice.
The client remains responsible for payment for work completed, services provided, materials purchased and other committed costs incurred up to the effective date of termination.
21. Changes to These Terms
We may update these Terms from time to time.
The latest version will be published on this website with the date of the most recent update.
Continued use of the website following an update constitutes acceptance of the revised Terms.
Changes to contractual terms governing an existing project will only take effect where agreed in accordance with the relevant project agreement.
22. Governing Law
These Terms and any disputes arising from the use of the website will be governed by the applicable law specified in the relevant agreement between DENOTEC and the client.
Where no separate agreement specifies applicable law or jurisdiction, the applicable law and jurisdiction will be determined in accordance with the laws applicable to the parties and the relevant circumstances.
23. Contact
If you have any questions about these Terms, please contact:
DENOTEC Ltd
Email: contact@denotec.co.uk
Website: www.denotec.co.uk