Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and BBA ELECTRICAL LTD ("Company," "we," "us," or "our") regarding your use of our website located at www.bba-ele.autos and our professional services.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not use our website or services.

2. Company Information

3. Services Description

BBA ELECTRICAL LTD provides professional computer systems design and related technical services, including but not limited to:

• Computer integrated systems design and architecture
• Technical consulting and advisory services
• System implementation and deployment
• Performance optimization and analysis
• Security and compliance services
• Ongoing support and maintenance

Specific services, deliverables, timelines, and fees will be outlined in separate service agreements or statements of work.

4. Eligibility and Account Registration

To use our services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal authority to enter into binding contracts
• Provide accurate, current, and complete information when requested
• Maintain the confidentiality of any account credentials
• Notify us immediately of any unauthorized use of your account

We reserve the right to refuse service to anyone for any lawful reason.

5. Service Agreements and Contracts

Engagement of our professional services requires execution of a separate service agreement or statement of work that will specify:

• Scope of services and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Client responsibilities and obligations
• Acceptance criteria and procedures
• Warranties and limitations

In the event of any conflict between these Terms and a specific service agreement, the service agreement shall prevail.

6. Fees and Payment

6.1 Pricing

Fees for our services will be specified in the applicable service agreement. All fees are quoted in British Pounds (GBP) unless otherwise stated and are exclusive of applicable taxes.

6.2 Payment Terms

Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date
• Payment may be required in advance for certain services
• Late payments may incur interest charges at the rate of 8% per annum above the Bank of England base rate
• We reserve the right to suspend services for non-payment

6.3 Expenses

Client agrees to reimburse reasonable expenses incurred in connection with service delivery, including travel, accommodation, and third-party costs, when pre-approved in writing.

6.4 Taxes

All fees are exclusive of applicable taxes, duties, and levies. Client is responsible for all such charges except taxes based on our net income.

7. Client Responsibilities

To facilitate effective service delivery, Client agrees to:

• Provide timely access to necessary information, systems, and personnel
• Designate authorized representatives for decision-making
• Review and approve deliverables within agreed timeframes
• Maintain appropriate backups of critical data
• Comply with all applicable laws and regulations
• Provide a safe working environment for on-site services
• Obtain necessary licenses for third-party software or services

8. Intellectual Property Rights

8.1 Pre-Existing Materials

Each party retains all rights to its pre-existing intellectual property, including methodologies, tools, templates, and proprietary technologies.

8.2 Deliverables

Upon full payment, Client receives a license to use deliverables created specifically for Client under the service agreement. The scope of this license will be specified in the service agreement.

8.3 Company Materials

We retain ownership of all general knowledge, methodologies, processes, and tools developed or used in providing services.

8.4 Third-Party Materials

Use of third-party software, tools, or materials is subject to the applicable third-party licenses and terms.

9. Confidentiality

9.1 Definition

Confidential Information includes all non-public information disclosed by one party to the other, including business plans, technical data, customer information, and financial information.

9.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of the service engagement
• Limit disclosure to employees and contractors with a need to know
• Protect Confidential Information with the same care used for its own confidential information

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order

10. Data Protection and Privacy

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.

When processing personal data on Client's behalf, we act as a data processor and will:

• Process data only in accordance with documented instructions
• Implement appropriate technical and organizational security measures
• Assist with data subject requests and compliance obligations
• Delete or return personal data upon termination of services

11. Warranties and Disclaimers

11.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for 90 days from service delivery or as specified in the service agreement.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR A SERVICE AGREEMENT, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.3 Third-Party Products

We make no warranties regarding third-party products, software, or services. Such items are subject to the warranties, if any, provided by their respective manufacturers or licensors.

12. Limitation of Liability

12.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions

Nothing in these Terms excludes or limits liability for:

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

13. Indemnification

Client agrees to indemnify, defend, and hold harmless BBA ELECTRICAL LTD, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Client's breach of these Terms or any service agreement
• Client's violation of applicable laws or regulations
• Client's infringement of third-party intellectual property rights
• Client's negligence or willful misconduct

14. Term and Termination

14.1 Term

These Terms remain in effect while you use our website or services. Service agreements specify the term for specific engagements.

14.2 Termination for Convenience

Either party may terminate a service agreement for convenience with 30 days' written notice, subject to payment for services performed and expenses incurred.

14.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms or a service agreement and fails to cure within 15 days
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

14.4 Effect of Termination

Upon termination:

• Client shall pay all fees for services performed and expenses incurred
• Each party shall return or destroy the other's Confidential Information
• Provisions intended to survive termination shall remain in effect

15. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including acts of God, war, terrorism, strikes, pandemics, government actions, or failures of telecommunications or Internet infrastructure.

16. Website Use and Restrictions

You agree not to:

• Use the website for any unlawful purpose or in violation of these Terms
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the website or servers
• Transmit viruses, malware, or other harmful code
• Collect or harvest information about other users
• Use automated systems to access the website without permission
• Impersonate any person or entity
• Violate any applicable laws or regulations

17. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes by:

• Posting updated Terms on our website with a new "Last Updated" date
• Sending email notifications to registered users
• Displaying prominent notices on our website

Continued use of our services after such changes constitutes acceptance of the modified Terms.

18. Dispute Resolution

18.1 Negotiation

Parties agree to attempt to resolve disputes through good faith negotiation before pursuing other remedies.

18.2 Mediation

If negotiation fails, parties agree to attempt mediation before a mutually acceptable mediator.

18.3 Arbitration

Any dispute not resolved through negotiation or mediation may be submitted to binding arbitration in accordance with the rules of the London Court of International Arbitration (LCIA).

19. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

Subject to the dispute resolution provisions above, the courts of England and Wales shall have exclusive jurisdiction over any disputes arising from these Terms.

20. General Provisions

20.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein.

20.2 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

20.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

20.4 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

20.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

20.6 Notices

All notices under these Terms must be in writing and sent to the addresses specified in Section 2 or as otherwise provided in a service agreement.

20.7 Third-Party Rights

These Terms do not confer any rights upon any person other than the parties and their permitted successors and assigns.

21. Contact Information

For questions about these Terms of Service, please contact us: