1. Introduction and parties
These Terms and Conditions form the commercial wrap for paid and payable work supplied by ASHLAR TECHNOLOGIES LTD, whose principal place of business for notices is 22 William Street, Blackwood, Wales, NP12 1NW, United Kingdom. They apply to CCTV app development, video security platforms, surveillance mobile software, live video monitoring products, remote security management, video analytics software, access control applications, security operations platforms and related digital surveillance solutions described in a statement of work, proposal, or order that references these terms. The client is the legal person named in that document. Together they are the parties.
A public browse of {SITE} does not form a supply contract. A batch request submitted through the website is an enquiry. A contract is formed when the client accepts a statement of work in writing, when both parties sign, or when the client instructs us to start after receiving these terms and a priced scope, whichever the statement of work says is the formation mechanic. Purchase orders are instruments of the client’s internal process. They do not rewrite these terms unless we expressly agree in writing to a named change.
Notices to us may be sent to commercial@ashlartechnologies.ink and to 22 William Street, Blackwood, Wales, NP12 1NW. Notices to the client go to the addresses in the statement of work. Telephone +44 7411 527577 is for operational conversation, not for varying liability caps. Website https://ashlartechnologies.ink is a brochure, not a change-control log.
2. Definitions
In these terms, Software means code, interfaces, configurations, build artefacts and documentation we create or configure for the client under a statement of work. Client Materials means camera inventories, credentials, brand assets, recordings, event samples, user lists and instructions the client supplies. Estate means the cameras, recorders, networks, doors, servers and identity systems the client operates or procures. Batch means a scoped slice of work with a named flavour and a wrap condition. Flavour means the leading commercial capability of that batch, such as a security camera app or an analytics event model.
Confidential Information means information that is marked confidential or that a reasonable security-software professional would treat as confidential, including architecture, pricing, footage, incident processes and unpublished vulnerabilities. UK GDPR has its ordinary meaning in United Kingdom law. Working Day means a day other than Saturday, Sunday or a bank holiday in England and Wales. Defect means a reproducible failure of the Software to meet the written acceptance criteria in the statement of work when used as documented on the agreed environment.
Force Majeure has the meaning in the force majeure clause. Processor and Controller have the meanings in the UK GDPR. Open Source means software licensed under a licence approved by the Open Source Initiative or a similarly recognised public licence named in a bill of materials. Personal Data, processing and other data-protection terms follow the UK GDPR unless the context demands the Data Protection Act 2018 meaning.
3. Interpretation
Headings are for navigation and do not affect meaning. Including means including without limitation. A reference to a statute is to that statute as amended, re-enacted or replaced, and to subordinate legislation. A reference to writing includes email to the named notice addresses but excludes status messages inside an issue tracker unless the statement of work says those messages can form a variation.
If there is a conflict, the order of precedence is: a signed variation; the statement of work including its schedules; a data processing schedule; these Terms and Conditions; our Terms of Service for the public website; marketing copy on {SITE}. Marketing copy never wins. Sugar-glass language on the homepage is not a specification. Specifications live in the statement of work.
These terms do not create a partnership, joint venture or employment. The client is not our agent. We are not the occupier of the client’s sites and not the operator of the client’s cameras unless a separate written appointment says so, which these standard terms do not.
4. Scope of services
We supply software services, not camera installation, not civil works, not electrical certification, and not manned guarding. If a statement of work mentions attending a site, we attend as visitors to observe, to measure, or to witness an acceptance test. We do not accept CDM principal-contractor duties by implication. We do not pull cables. We do not climb towers. We do not promise that a third-party recorder will remain supported by its vendor.
A typical batch may include discovery, flavour mapping, interface design, application development for Apple or Android platforms, a web console, integration planning against vendor APIs, analytics rule shaping, access-control event fusion, documentation, training materials, and a wrap pack. What is in and out is the statement of work’s job. Anything not named is out, even if a stakeholder later says it is obvious. Obviousness is how sticky overload returns.
We may recommend that a flavour be smaller than the first brief. That recommendation is part of the service. The client may still insist on a wider mix. If the client insists, the statement of work must name the mix and the extra price and time. Silence is not a free enlargement of scope.
5. Client duties
The client must supply timely, lawful, and sufficiently complete Client Materials. That includes a truthful camera inventory, known network constraints, identity-provider details, and the names of people who can accept a build. The client must obtain all consents, notices and impact assessments required for its Estate, including worker monitoring consultations where UK employment practice requires them.
The client must not ask us to hide cameras, to disable audit logs, to bypass a lock without authority, or to build a silent copy of another person’s system. We may stop work without being in breach if an instruction would be unlawful or would create a serious safety or data-protection risk that the client refuses to mitigate.
The client remains responsible for its installers, its internet links, its device management, its Apple and Google developer accounts unless we are contracted to operate those accounts, and its staff’s use of the Software. Misuse by a curious operator is not a Defect in the Software if the Software performed as documented.
6. CCTV app development specifics
Mobile operating systems change. Store rules change. Vendor SDKs change. We will build against versions named in the statement of work. We are not liable for an operating-system vendor later forbidding a capture method that was permitted on the wrap date. We will quote a new batch if a platform change forces a reshape.
Live video on a public mobile network is limited by bandwidth, radio conditions and the encoder on the camera or recorder. We do not warrant cinema quality on a weak signal. We do warrant that we will design the app to fail in a readable way: a named error, not a silent black tile, unless the client’s vendor SDK makes a named error impossible, in which case we will document the limitation.
Push notifications are a flavour, not a law of nature. Delivery depends on Apple, Google, and the client’s remaining within those vendors’ policies. We do not compensate for a missed notification caused by a user disabling permissions, a store outage, or a device that is offline.
7. Video security platform
A platform is a set of services that hold users, sites, roles, health and audit. It is not an infinite archive unless storage is priced as such. It is not a guarantee that every camera brand will join. Connectors are named. Unnamed connectors are future batches.
Multi-tenant isolation, if sold, will be described. If not described, the client should assume a dedicated configuration rather than a shared tenancy, or the reverse if the statement of work says hosted shared. Ambiguity here is dangerous. We will not leave it as syrup. If the SOW is silent, we will issue a written assumption and proceed only after the client confirms.
Uptime of a platform depends on the hosting choice. A client-hosted server in a cupboard is not the same as a named cloud region with a status page. Service levels in these terms apply only if a hosting schedule exists. Otherwise, hosting is the client’s Estate.
8. Live video monitoring software
Live monitoring products can harm people if used as a substitute for physical safety systems. The Software is not a fire alarm, not a life-safety system, and not a substitute for a competent human decision in an emergency. The client must not market it as such.
We will design role-based views so that a night operator sees what the flavour requires. The client must configure those roles honestly. Granting every user a god role is a client configuration choice. It is not a Defect.
Recording a live view on a personal device, if the OS allows a screenshot, is a policy problem. We can add watermarks or inhibit some exports if the SOW says so. We cannot repeal the existence of a second camera in the room.
9. Video analytics software
Analytics are probabilistic. They miss events. They invent events. They perform differently at night, in weather, with insects, with flags, with steam, and with a camera that was bumped. We will document the intended scene and the intended event names. We do not warrant zero false positives. We warrant that we will not hide the uncertainty behind a decorative certainty score that we know is theatre.
Biometric identification, emotion inference, and similar high-risk classifications are out of scope unless the SOW names them, names the lawful basis work the client has done, and names the extra price. A motion event is not a biometric. A loitering timer is not a medical diagnosis. We will refuse to relabel them as such.
Training a model on the client’s footage, if agreed, requires a data protocol. Footage is not ours to scrape into a public model. If we use a third-party inference service, it will be named as a subprocessor where it sees Personal Data.
10. Access control applications
Fusing door events with video does not make us a locksmith. Fail-secure and fail-safe behaviour of physical hardware is the installer’s and the client’s responsibility. A software delay must not be specified as the only life-safety path for a locked escape route. We will reject such a specification.
Credential data is sensitive in a practical sense even when it is not special category data. The client must supply identity sources that they are entitled to use. We will not copy an entire HR dump into a mobile app because it was convenient.
Unlock commands sent over the public internet require authentication, authorisation, audit and a network the client actually maintains. If the client’s door controller vendor withdraws an API, we will quote a reshape. That withdrawal is not our breach.
11. Remote security management and operations platforms
Exception-led operations only work if exceptions are defined. The client must participate in naming them. A platform that shouts everything has not been wrapped. Time spent reducing noise is in scope only as the SOW budgets it.
Guard-tour features, if any, are software prompts. They do not prove that a human was virtuous. GPS points can be wrong. We do not provide evidence suitable for every court on earth merely because a map pin exists.
Integrations to radio, CAD, or police systems are out of scope unless named. We do not have a secret pipe to a force control room.
12. Change control
A change is anything that alters flavour, connectors, platforms, environments, acceptance tests, or commercial wrap. The client may request a change in writing. We will reply with impact on price, time and risk. Work on the change does not start until the client accepts that impact in writing, except where we agree a small discretionary tweak that does not move the wrap date or the cap.
Verbal ideas in a workshop are not changes until they are written. Chat messages are not changes unless the SOW says a named channel is a change log. This rule exists because sticky input loves to re-enter through a side door.
If the client stalls on a decision for more than ten Working Days, we may replan the wrap date and charge idle time if the SOW allows, or we may pause the batch. A pause is not a termination.
13. Acceptance
Acceptance tests are written before or during shaping, not invented after a demo that disappointed a late stakeholder. Tests run on the agreed environment with the agreed Estate samples. A test that requires a camera the client never provided is not a failed test. It is a missing Client Material.
If the client does not reject a deliverable with written Defects within ten Working Days of delivery, the deliverable is deemed accepted. Minor cosmetic issues that do not block the flavour do not justify withholding acceptance of the whole batch. We will still fix agreed Defects in a punch list.
Use of the Software in live operations, other than an agreed pilot, is acceptance of the parts so used. Pilots must be named as pilots. A quiet go-live is still a go-live.
14. Intellectual property
Each party retains Intellectual Property Rights in its pre-existing materials. ASHLAR TECHNOLOGIES LTD retains rights in its method, internal tools, generic components, design system, and know-how. The client retains rights in Client Materials and in its trade marks.
Upon payment in full of the sums due for a batch, we grant the client a non-exclusive, non-transferable, worldwide licence to use the Software for the client’s internal security operations for the Estate named in the SOW, for the term the SOW states, or perpetual if the SOW says perpetual licence. This is a licence, not a conveyance of every line we ever wrote, unless the SOW expressly assigns specified artefacts.
If the client wants an assignment of bespoke code, that is a different commercial bite and must be priced. Even then, generic libraries, third-party code and our internal scaffolding are licensed, not assigned, unless a named file list says otherwise. We will not assign Open Source we do not own.
15. Open source and third-party code
Software will contain Open Source. We will provide a bill of materials on request at wrap, or as the SOW requires. The client must comply with those licences. Copyleft obligations, if triggered by a client request to combine the Software with other code, are the client’s to manage when the client performs that combination.
Vendor SDKs remain under vendor terms. We are not those vendors. If a vendor term forbids a use the client wants, we will say so when we know. We do not indemnify the client against a vendor’s later interpretation of its own SDK licence except as a separate insurance-backed clause would, which this standard text is not.
We may replace a library with an equivalent during the batch to fix a vulnerability. That replacement is not a change of flavour if behaviour remains within acceptance tests.
16. Confidentiality
Each party must keep the other’s Confidential Information secret, use it only for the contract, and disclose it only to people who need it and who are bound to confidence. The duty lasts for five years from disclosure, and indefinitely for footage and security-sensitive architecture if those remain sensitive.
Exceptions are information that is public other than by breach, independently developed, already lawfully known, or required to be disclosed by law. If law requires disclosure, the disclosing party will notify the other if permitted, and will disclose only what is required.
Footage is Confidential Information and may also be Personal Data. It is not a marketing asset. Neither party will publish incident clips to advertise a success without a specific written permission that considers the people in the frame.
17. Data protection roles
For {SITE} and for our own sales records, we are a controller. For Personal Data inside the Estate that we process to supply the Software, the client is the controller and we are the processor, unless a schedule says a particular activity is joint or independent. The client warrants that it has a lawful basis, that notices are given, and that instructions are lawful.
As processor we will process only on documented instructions, including these terms and the SOW, unless UK law requires otherwise. We will ensure that people we authorise are bound to confidence. We will take appropriate technical and organisational measures. We will assist the client with rights requests and DPIAs insofar as the Software allows and insofar as the SOW budgets that assistance. Extraordinary assistance is chargeable.
We will notify the client without undue delay after becoming aware of a Personal Data breach affecting data we process as processor. We will not notify data subjects unless the client instructs us or the law obliges us. On ending processing we will delete or return Estate Personal Data as the client instructs, except for copies we must keep under UK law or as encrypted backups until expiry.
18. Subprocessors
The client authorises us to use subprocessors in the categories of hosting, email, error monitoring, source control and office productivity, and any named in the SOW. We will impose written terms that flow down processor duties. We remain liable to the client for a subprocessor’s performance of those duties as if we had performed them, subject to the liability cap.
We will give the client a chance to object to a new subprocessor that will see Estate Personal Data, with a reasonable notice where possible. An objection must be grounded in data-protection risk, not in a desire to halt a wrap for commercial leverage. If the objection is reasonable and we cannot accommodate it, either party may terminate the affected batch for convenience on paying for work done.
19. International transfers of Estate data
We will not transfer Estate Personal Data outside the United Kingdom unless the SOW allows it or the client instructs it, and unless a UK-recognised transfer tool is in place. The client must not instruct a transfer that it has not assessed. We will not be the quiet channel for a transfer the client is unwilling to own.
20. Security measures
Measures will be appropriate to a United Kingdom software supplier of the size and kind we are, and to the risk of the batch. They typically include access control, encryption in transit on public networks, patching, least privilege, and segregated environments where the SOW funds them. They do not typically include a named ISO certificate unless the SOW requires one as a priced extra.
The client must secure its own endpoints, MDM, passwords, and physical rooms. A wrapped app on an unlocked shared tablet in a canteen is not a failure of our encryption in transit.
Penetration tests, if required, are scoped, funded, and run against a non-destructive protocol. The client must not authorise a third party to attack our core network because they are testing their Estate. Test the agreed environment.
21. Fees, VAT and invoices
Fees are in pounds sterling unless the SOW says otherwise. VAT is added at the rate required by UK law. We invoice as the SOW says: milestones, monthly, or on wrap. Invoices are payable within fourteen days unless the SOW states another period.
The client must raise a genuine invoice dispute within ten Working Days, paying the undisputed part. Withholding an entire invoice because a late stakeholder disliked a colour is not a genuine dispute.
Travel from Blackwood, if required, is chargeable at cost plus time if the SOW says so. App-store fees charged by Apple or Google are the client’s unless we are contracted to run a managed developer account and the SOW includes those fees.
22. Late payment
We may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 where it applies. We may suspend work, withhold a licence grant that is conditioned on payment, or reduce support to a safe minimum after notice if invoices are overdue.
Suspension is not termination. Data we hold as processor remains subject to the data-protection clause. We will not hold footage hostage in a way that creates an unlawful processing, but we may decline to ship a new flavour until the belt is paid.
23. Warranties
We warrant that we will supply the services with reasonable care and skill, as the Supply of Goods and Services Act 1982 would understand that phrase for a business-to-business software supply, and that at acceptance the Software will materially meet the written acceptance criteria.
We do not warrant uninterrupted live video, compatibility with unnamed cameras, fitness for a purpose that was not written, or that analytics will catch every incident. We do not warrant that the Software will be error-free. Software is not sugar-glass in the literal sense. It will scratch. We will fix Defects as the support clause says.
The client warrants that it has authority to contract, that Client Materials are lawful to supply, and that it will not use the Software to commit a crime, to harass, or to process Personal Data without a lawful basis.
24. Support and Defects after wrap
Unless the SOW buys a support period, warranty Defects reported within thirty days after acceptance will be repaired as a included wrap-seam. After that, support is a separate flavour and is chargeable. Severity is classified by operational impact, not by the volume of an email thread.
A Defect does not include a change in a vendor API, an OS update, a camera firmware change, a client misconfiguration, or a feature that was never in the SOW. Those are new batches or change control.
Support hours are 09:00 to 17:30 UK time on Working Days unless the SOW buys an extended line. {TEL} and {MAIL} are the public numbers. A named support mailbox in the wrap pack, if any, should be used first.
25. Service levels
Service levels apply only to hosted components we operate, and only if a hosting schedule exists. A target of availability is not a warranty of perfection. Maintenance windows will be notified where practical. Emergency patches may land without a polite pause if a vulnerability is on fire.
Credits, if any, are the sole remedy for a missed availability target, and are capped as the hosting schedule says. Credits are not cash. They are not available where the failure was the client’s network, a third-party camera cloud, or a Force Majeure.
26. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited under the law of England and Wales.
Subject to that, our total aggregate liability arising out of or in connection with a batch, whether in contract, tort including negligence, misrepresentation, or otherwise, is limited to the fees paid for that batch in the twelve months before the claim, or ten thousand pounds, whichever is greater. This cap is the commercial bite. A CCTV software batch is not priced as if it were an insurer of an entire estate’s losses.
We are not liable for loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of or corruption of data except to the extent we fail to restore from a backup we were contracted to keep, or any indirect or consequential loss, even if advised of the possibility. The client should insure its Estate, its business interruption, and its cyber risk.
27. Indemnities
The client shall indemnify us against claims arising from Client Materials, from the client’s operation of cameras, from worker-monitoring without proper process, from unlawful instructions, and from third-party claims that the client’s Estate infringes another’s rights, except to the extent caused by our breach.
We shall indemnify the client against a third-party claim that the bespoke Software we wrote, used as we documented, infringes a UK Intellectual Property Right, provided the client notifies us promptly, lets us control the defence, and does not admit liability. Our duty is to obtain a right to use, to modify the Software, or to refund the relevant fees after termination of the affected part. We have no duty where the claim arises from Client Materials, from a combination we did not supply, or from a use we forbade.
28. Insurance
We maintain commercial insurance appropriate to a small United Kingdom software company. Evidence of cover will be provided on reasonable request. Insurance does not increase the liability cap. The cap remains the cap. Certificates are not a flavour of unlimited comfort.
The client must maintain insurance appropriate to operating a surveillance Estate, including public liability and, where relevant, employers’ liability. We are not named as an additional insured unless a deed says so.
29. Term and termination
Each batch lasts until wrap or until terminated. A master relationship, if any, lasts as the SOW says. Either party may terminate a batch for material breach that is not remedied within twenty Working Days of notice, or immediately if the breach is not remediable, including non-payment after a further seven Working Days following a suspension warning.
Either party may terminate if the other becomes insolvent in the ordinary English and Welsh sense, or if a Force Majeure lasts more than sixty days. The client may terminate for convenience if the SOW grants that right and pays for work done, committed third-party costs, and a wind-down named in the SOW. If the SOW is silent on convenience, there is no free convenience termination mid-batch.
30. Consequences of termination
On termination we will stop work, invoice for work done, and, if paid, deliver artefacts then existing in their then state, without a warranty that an unfinished flavour will run. Licences that were conditioned on payment survive only for paid portions. Confidentiality, IP, data protection, liability, and this consequence clause survive.
The client will pay any app-store or hosting commitments it instructed us to enter in its name. We will return or delete Estate Personal Data as the data-protection clause says.
31. Exit assistance
If the client wants help moving to another supplier, that is a chargeable wrap, scheduled in Working Days, not an implied gift. We will not be required to train a competitor on our internal method beyond what the paid documentation already says. We will not be required to stay online as an unpaid shadow team.
32. Force majeure
Neither party is in breach for a delay caused by circumstances beyond reasonable control, including flood, fire, epidemic, industrial action other than of that party’s own staff, failure of a public network, failure of Apple or Google stores, war, terrorism, change of law that makes the flavour illegal, or a power cut at a hosting region that both parties chose.
The affected party must notify, mitigate, and resume. If the event continues for sixty days, either party may terminate the affected batch without paying damages for the termination itself, while still paying for work already done.
33. Personnel and non-solicitation
We choose who does the work. The client may not insist on a named individual except as the SOW records. We may substitute people of reasonable skill.
Neither party will, during a batch and for six months after, solicit the other’s employees who worked on that batch, except via a genuine public advertisement. A breach of this clause is compensated by a fee equal to six months of the person’s loaded cost, which the parties agree is a genuine pre-estimate of recruitment disruption, not a penalty theatre.
34. Subcontracting of performance
We may subcontract performance as well as processing, remaining responsible to the client. We will not subcontract a core flavour to a party the client has reasonably and specifically forbidden in the SOW for security reasons, except for commodity hosting already authorised.
35. Assignment
The client may not assign the contract without our written consent, not to be unreasonably withheld for a solvent affiliate. We may assign to an affiliate or to a purchaser of our software business, notifying the client. These terms bind successors.
36. Anti-bribery and modern slavery
Each party must comply with the Bribery Act 2010 and the Modern Slavery Act 2015 as they apply to it. Neither party will offer a sweetener to win a wrap. Hospitality must stay modest and recorded if it happens at all. We may terminate for a bribery breach without a cure period.
The client must not ask us to use labour that is obviously exploited. We must not do so either. A software house in Blackwood is still inside those statutes.
37. Tax, IR35 and status
We are an independent supplier. Our people are not the client’s employees. If a status determination is required under the off-payroll working rules, the parties will cooperate. Fees are exclusive of such taxes as the law places on the client. We will charge VAT as required.
Withholding taxes, if a non-UK client must withhold, will be grossed up so that we receive the same net amount we would have received without withholding, unless the SOW says we accept a net fee.
38. Export, sanctions and use restrictions
The client must not use the Software in breach of UK sanctions, export controls, or end-use restrictions. Surveillance software can be sensitive. The client must not deploy it to commit human-rights abuses. We may refuse a batch that would land in a sanctioned territory or a prohibited end use.
Cryptographic components may have export rules. The client is responsible for its own extra-UK deployment assessments.
39. Publicity
We may name the client as a client in a factual list unless the SOW forbids it. We will not publish footage, floor plans, or incident stories. The client may name us as supplier of a CCTV application. Neither party will issue a press statement that implies a partnership with Apple, Google, or a camera vendor we do not have.
40. Entire agreement and variations
These terms and the SOW and their schedules are the entire agreement and replace prior negotiations, including conversations that used our candy-industrial metaphors. Each party acknowledges it has not relied on a representation not written, except for fraudulent ones. A variation must be in writing and issued by a person who actually has authority, not by a passing consultant with a strong opinion about buttons.
41. Waiver, severance, third-party rights
A failure to enforce is not a waiver. A waiver must be written. If a court finds a clause unenforceable, it shall be modified to the minimum extent to make it enforceable, or severed. The rest remains.
A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms. This does not affect a right or remedy that exists apart from that Act.
42. Governing law and disputes
The contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may still seek interim relief in any jurisdiction to protect Intellectual Property Rights or Confidential Information.
Before issuing a claim, other than for non-payment or interim relief, the parties will attempt a good-faith meeting within fifteen Working Days of a dispute notice. Mediation at CEDR in London, or another body they agree, may follow if both consent. Nothing in this paragraph stops a limitation period from running, so a party may still issue a protective claim.
43. Consumer status
These terms are written for business clients. If a person deals as a consumer, which would be unusual for an Estate platform, non-excludable statutory rights remain and any clause that would be unfair under consumer law will be read down. A householder wanting a doorbell app is not our named flavour. We may decline that work.
44. Notices
Notices must be in English, in writing, and delivered by hand, by tracked post, or by email with a reasonable delivery receipt, to 22 William Street, Blackwood, Wales, NP12 1NW and commercial@ashlartechnologies.ink for us, and to the client’s named contacts. A notice is deemed received on the next Working Day if sent after 17:30 UK time. A tweet, a social comment, or a mention on a homepage is not a notice.
45. Records and audit
The client may, once per year on reasonable notice, audit our processor records that relate to its Personal Data, or appoint an independent auditor bound to confidence. Audits must not disrupt other clients, must not demand source-code dump as a fishing exercise, and must be paid as time and materials if they exceed one Working Day. We may refuse an auditor who is a competitor in CCTV software.
46. Business continuity
We will keep a proportionate continuity plan for a company of our size: backups of our repositories, a way to reach people, and a named deputy for a director who is away. We do not pretend to be a global follow-the-sun SOC unless the SOW buys that theatre. Continuity of the client’s Estate remains the client’s duty.
47. Health, safety and site rules
When we visit a site we will follow reasonable induction. The client must provide a safe system, PPE if the site requires it, and must not put our people under a live electrical risk to ‘just check a camera’. We may leave a site that is unsafe. Time lost is chargeable if the unsafety was the client’s to control.
48. Hardware, networks and bandwidth
Cameras, recorders, switches, SIM cards and doors are not supplied unless the SOW is a rare hardware schedule. Performance of live video is a conversation between bitrate, scene complexity and the weakest radio hop. We will state assumptions. If the client’s network is a wet string, the tiles will look like a wet string. That is not a Defect in the app’s icon.
49. App stores and signing
The client must provide developer accounts, or must appoint us to operate them under the SOW. Rejections by Apple or Google for guideline reasons that are not caused by our failure to follow a written, then-current checklist are not our breach. We will reasonably rework to seek approval as change control if the guideline was obscure or new.
Store listings must not claim the app is a life-safety device, a police system, or a toy. We will write listing copy that matches the flavour. The client must not later spice the listing with unlawful surveillance claims.
50. Evidence, disclosure and legal process
The Software may export clips. Those clips may be used in investigations. We do not warrant evidential integrity for every court. If the client needs a hash chain, a WORM store, or a police-preferred format, that must be in the SOW.
If we receive a production order aimed at client data, we will notify the client if permitted and will cooperate as law requires. The client will indemnify us for reasonable costs of a third-party demand that is about the client’s Estate rather than about our own company.
51. Retention inside products
Default retention in a product, if we host, will be as the SOW says. If silent, we will not invent a seven-year archive. The client must set retention that matches its notice to the public and its workers. Infinite storage is not a sweet default. It is a legal and cost problem.
52. Acceptable use of the Software
The client must not use the Software to stalk, to blackmail, to capture in places where UK law expects privacy without a documented over-ride, or to sell a feed to a third party who is not named in the client’s own notices. We may suspend hosted services if we reasonably believe a criminal use is underway, notifying the client unless the law forbids notice.
53. Equality and monitoring workers
If the Software is used to monitor workers, the client must comply with employment law, ICO employment-practices guidance, and any consultation duties. We are not the employer. We will not write a secret scoring of workers’ toilet breaks as a hidden analytics flavour. If the client asks for it, we will refuse.
54. Accessibility of operator software
We will take reasonable steps to make operator interfaces usable, including contrast and target sizes appropriate to a security app. We do not warrant WCAG perfection on every screen unless the SOW names a standard and a test method. A control room at 03:00 still needs large readable tiles more than it needs a marketing audit.
55. Environmental
We will not fly people to a meeting that a video call can wrap. Site visits happen when the Estate cannot be understood from a plan. This is not a carbon-neutral pledge with purchased theatre. It is a practical Welsh line keeping travel proportionate.
56. TUPE
The parties do not intend TUPE to apply to these services. If a later supplier or a court says it does, the client will indemnify us against unexpected employment liabilities that arise from the client’s wider arrangements, except where caused by our failure to provide information we were obliged to provide.
57. Further assurance
Each party will execute documents reasonably required to give effect to the licences and to registered-rights filings that the SOW already priced. Nobody is obliged to sign a new liability cap disguised as a further-assurance deed.
58. Counterparts and electronic signature
The contract may be signed in counterparts and by electronic signature. Each counterpart is an original. A scanned copy is enough to prove the wrap, unless a party shows a genuine authenticity dispute.
59. Language
The governing language is English. A translation is a courtesy. If a Welsh or other translation disagrees, the English contract wins, except where a statute requires otherwise for a specific notice to a specific person.
60. Relationship with installers and other vendors
We may have to talk to the client’s installer. That talk does not make the installer our subcontractor. A failure of a camera mount is not our Defect. A failure of our app to call a named, working, documented API may be. The seam must be visible. If two vendors point at each other, we will run a joint test on a Working Day if the client pays for the room and the time.
61. Training
Training is included only as the SOW says, typically a short wrap session for named roles. Training is not a substitute for the client’s own procedures. If half the invited operators do not attend, we still charge, and a recording, if made, is a courtesy not a new product.
62. Documentation
Documentation will match the flavour: how to log in, how to view live, how to export, how to add a user. It will not be a novel. If the client wants a complete administrative encyclopaedia, that is extra pages on the belt.
63. Security of credentials we receive
The client should issue us least-privilege, time-bound credentials for discovery. Shared ‘admin/admin’ on a recorder is a client risk. We will tell the client when we see a default password. We are not obliged to perform a full estate hardening unless that is the batch.
64. Backups of hosted products
If we host, we will back up configuration and, if the SOW includes footage hosting, footage as that schedule says. Restoration times are targets. A backup is not an archive for the client’s litigation hold unless the client buys an archive flavour.
65. Source code escrow
Escrow exists only if the SOW names an escrow agent, a deposit rhythm, and a release trigger. These standard terms do not create escrow. Asking for escrow on wrap day is a change.
66. Benchmarks and publicity of performance
The client must not publish a benchmark of the Software that is misleading about scene, bitrate or device. We must not publish the client’s incident rates. Both sentences keep the commercial bite honest.
67. Feedback
If the client suggests a generic improvement, we may use it in our method and in other products without a royalty, provided we do not disclose the client’s Confidential Information. Bespoke features the client paid to assign remain as the IP clause says.
68. Order of personnel on a call-out
A production incident on a wrapped hosted service should go to the support path. Calling a designer’s personal mobile is not a contractual severity-one process. We may still answer. We may also invoice if the SOW makes out-of-hours chargeable.
69. Drawings and estate maps
Maps the client supplies may be wrong. We are entitled to rely on them until a site visit shows otherwise. A missing basement of cameras is a Client Material problem. We will add them through change control, not through shame.
70. Confidential pricing
Our prices are Confidential Information. The client may share them inside its organisation and with a genuine professional adviser. The client must not post them on a public forum to crowd-source a cheaper wrap.
71. Set-off
The client may not set-off unliquidated claims against our invoices. We may set-off sums the client owes us against sums we owe the client.
72. Announcements required by law
A party may make an announcement required by law or by a listing authority without the other’s consent, after giving as much notice as is practicable. That is not a publicity clause breach.
73. Survival duration
Clauses that by nature should survive, survive. Confidentiality periods are as stated. Licences survive according to the IP clause and payment. Data-protection duties survive as long as processing continues, including during deletion.
74. No exclusivity
ASHLAR TECHNOLOGIES LTD may work for other security-software clients, including clients in the same sector, without breaching this contract, provided we do not use the first client’s Confidential Information. The client is not exclusive to us unless the SOW buys exclusivity, which would be unusual and expensive.
75. Ethical use review
We may pause a batch for a short ethical review if a new instruction would likely facilitate serious abuse. We will explain the pause. If the parties cannot agree a lawful reshape, either may terminate the affected part, paying for work done. This is not a moralising add-on. It is how a United Kingdom supplier stays inside the criminal law and inside our own refusal to build silent stalking tools.
76. Interpretation of flavour language
Words such as melt, mix, shape, set, wrap, ship, syrup, sugar-glass, batch and flavour are descriptive of method and design. They do not import food-safety law, manufacturing regulations for confectionery, or any implied supply of physical sweets. They do not make the Software a toy. They do not reduce the seriousness of surveillance. They exist so the commercial offer is readable. In a dispute, a court should read them as commercial metaphors, then look at the SOW for the actual deliverable.
77. Costs of enforcement
Each party bears its own legal costs unless a court orders otherwise, except that a party who fails to pay an undisputed invoice shall pay our reasonable recovery costs, including a debt-collection agent, as English law allows.
78. Amendment of these standard terms for a specific batch
A statement of work may amend these terms by a schedule headed ‘Special Conditions’. A comment in an email that ‘liability should be higher’ does not amend. A tender document the client issued before we were selected does not amend unless we sign it. We often will not sign a tender’s liability unlimited clause. If that is a barrier, do not select us.
79. Contact for contract notices
Commercial and legal notices: ASHLAR TECHNOLOGIES LTD, 22 William Street, Blackwood, Wales, NP12 1NW, commercial@ashlartechnologies.ink, +44 7411 527577, https://ashlartechnologies.ink. Mark the subject as a contractual notice. Do not bury a termination in a long thread about icon padding.
80. Closing commercial wrap
These Terms and Conditions are the foil around the work. The statement of work is the flavour-code sticker. Together they should make the offer easy to choose. If a sentence is still sticky after a careful read, write to commercial@ashlartechnologies.ink before you instruct the belt. Once the batch is melting, change control is the only clean nozzle left.
Last updated 17 August 2026. These terms apply to contracts formed on or after that date, and to earlier contracts that adopt them by a written variation. Prior versions remain for batches that still point at them. {CO} of {ADDR} thanks you for reading the whole wrap rather than only the homepage.
81. Mobile device management and fleet reality
A security camera app that is not under the client’s device management will drift. Users will skip updates, jailbreak, share logins, and screenshot incident tiles onto personal chat. We can design for MDM if the SOW names the MDM. We cannot crawl the United Kingdom confiscating phones. If the client refuses MDM, we will document that the wrap assumes unmanaged devices and that certain controls will not set.
Certificates, provisioning profiles and enterprise distribution are fiddly. Time spent renewing them is chargeable unless a support plan includes it. An expired profile is not a mysterious Defect in our source. It is a calendar event the Estate missed.
Bring-your-own-device programmes require a policy the client must write. We will not pretend a glossy login screen is that policy. If a guard’s personal phone holds evidence clips, the client has a disclosure and retention problem that sits outside our ordinary batch.
82. Identity providers and single sign-on
If the Software must speak to Microsoft Entra, Okta, or another identity provider, the connector is in scope only when named. Mapping of roles from the identity provider to flavour-codes in the app is a joint workshop. If the client’s directory is a swamp of leftover accounts, the swamp will appear in the app. Cleaning the swamp is not implied.
Multi-factor authentication is a default recommendation. If the client disables it after wrap, that is a configuration choice. We will not be in breach because an attacker used a shared password the client printed on a cupboard.
Deprovisioning must be the client’s habit. We can expire tokens. We cannot know that a contractor left last Friday unless someone tells the identity provider. The sweet spot is an identity source of truth, not a second user database that melts out of date.
83. Environments and promotion path
We work in development, then a test environment, then production, unless the SOW funds fewer rooms. The client must not test analytics against a live public street if the DPIA forbids it. Sample scenes should be lawful samples.
Production credentials must not be pasted into a ticket that a dozen people can read. We will provide a named secret path. If the client insists on a spreadsheet of passwords, the risk is theirs.
A hotfix to production still needs a minimal test. Emergency is not a synonym for unreviewed. We will move fast and still write down what changed so the next batch does not inherit a ghost.
84. Logging, audit and operator accountability
Audit logs exist so a controller can see who watched, who exported, who unlocked. They are not a toy. The client must not switch them off to ‘save disk’ if the DPIA relied on them. Disk is cheaper than a regulator.
Logs may contain Personal Data. Retention of logs should be shorter than a folklore seven years unless a genuine legal hold exists. We will set a default if we host. The client may ask for another default in the SOW.
Clock sync matters. If the Estate’s cameras, the app, and the platform disagree about time, evidence becomes sticky. We will NTP where we host. The client must NTP what they host. We are not liable for a recorder whose clock is three years slow.
85. Accessibility of evidence exports
Exports should be openable without a secret player where practical. Proprietary wrappers that only one vendor can read are a trap. If a camera vendor forces a proprietary wrapper, we will document that limitation rather than pretend we rewrote their firmware.
Redaction tools, if required, are a separate flavour. An app that can share a clip is not an app that can blur a bystander’s face. If the client needs redaction, buy that wrap. Do not ask operators to freehand-blur on a phone as a policy.
86. Radio, SIM and edge devices
Some Estates use cellular cameras. Those cameras fail in cell congestion, in metal sheds, and after an unpaid SIM. Our Software will show a dead tile honestly. It will not invent a picture. A dead tile is often a radio event, not an app crash.
Edge analytics on a camera are the camera vendor’s maths. We can display their events. We cannot make their events true. If the vendor’s person-detection thinks a bag is a person, our flavour-code will still say whatever the vendor said unless we add a second filter as a named extra.
87. Collaboration tools and tickets
If the SOW names a ticket system, that system is the change and Defect log. Email remains valid for notices under the notices clause. A comment on a design file is not acceptance unless the SOW says the design tool is an acceptance channel.
We may refuse to work inside an unmanaged consumer chat app for credentials and footage. That refusal is a security measure. It is not obstruction.
88. Insurance claims and loss scenarios
If a theft occurs and the live view was down, many facts may be true at once: the SIM was unpaid, the recorder disk was full, the app was fine, the operator was on a break. Our liability remains as capped. We are not the client’s property insurer. Reports we generate are technical. They are not an admission of legal fault.
The client should not tell an insurer that ‘the software company was watching’ if we were not contracted to monitor. We develop software. Monitoring as a service is a different industry unless the SOW buys it, which these standard terms do not.
89. Tender warranties and bid packs
Statements in a bid pack are still subject to these terms when the bid pack says so. If a bid pack is silent, these terms apply when we start work. We will not be held to a salesperson’s verbal ‘yes’ that contradicts a written out-of-scope list.
Framework agreements may add terms. We will sign a framework only if its liability, IP and data clauses can live with this wrap. Unlimited liability, unlimited audit by unnamed competitors, and assignment of all our generic tools are not standard. They are a different company.
90. Training data and synthetic scenes
We prefer synthetic or acted scenes for demos. Using real staff without notice as demo props is the client’s employment-law problem. We will not film your warehouse as a surprise.
If we generate synthetic video for a sales shelf, that video is our marketing asset unless the SOW assigns it. It will not contain your floor plan.
91. Multi-site rollouts
A successful wrap on site one does not automatically clone to site forty. Each site can have a different recorder, a different door controller, a different union, a different network. Rollout is a programme. Programmes need a plan, a rate card, and a pause button. We will not be deemed to have priced forty sites because the first site tasted good.
Template configurations help. They do not repeal local sticky input. Discovery time at site twelve is still discovery time.
92. Languages and localisation
The default product language is English. Welsh, or another language, is a localisation batch: strings, dates, wrapping of long words, and a reviewer who actually speaks the language. Machine translation of a security app is how a lock command becomes a joke. We will not ship a joke as a lock command.
Time zones inside the United Kingdom are ordinary. Estates with overseas sites must name those zones in the SOW. A tile that says ‘now’ while meaning ‘yesterday in another country’ is a defect if we were told the zone. It is a missing requirement if we were not.
93. Accessibility of legal documents versus product
These Terms and Conditions are long because the work is serious. The product should still be short to operate. Length in a contract is not a licence to make an app verbose. If a stakeholder wants every legal clause printed in the onboarding carousel, we will refuse. Operators need a bite, not a statute.
94. Records we keep about the batch itself
We keep repositories, tickets, invoices, and design files as our business records. Those records may include names of client staff who commented. They are our controller records for running a company, and they are also processor records when they contain Estate Personal Data. We apply the stricter handling when both hats are on.
The client may request a copy of artefacts they paid for, not a copy of our entire internal method wiki. Method is how we stay a distinct line in Blackwood.
95. Dependency on public infrastructure
DNS, certificate authorities, mobile OS vendors, and electricity are not our subcontractors. Their failure is Force Majeure or a third-party failure as the facts fit. We will reroute when we can. We will not refund a year of camera depreciation because a store was down on a Tuesday.
96. Decommissioning
When an Estate is decommissioned, accounts must be closed, tokens revoked, apps uninstalled, and footage retained or deleted according to the client’s notices. We will perform the steps the SOW names. We will not visit forty sites with a screwdriver unless that is a different contractor’s job.
A forgotten admin account is a gift to an attacker. Decommission is part of security. It should be budgeted, not improvised after a building is sold.
97. Conflicts of interest
If we already wrap software for a direct competitor in a way that would make a new batch impossible to staff without mixing Confidential Information, we will say so and may decline. Ordinary experience in CCTV app development is not a conflict. It is why we exist.
98. Quality management without theatre
We review work. We do not run a fictional three-hundred-page quality manual unless a regulated client pays us to align with theirs. Reasonable care and skill is the statutory and contractual standard. Stickers that say ‘ISO flavour’ without a certificate are forbidden in our own marketing and in yours about us.
99. Interpretation against sticky overload
If a clause can be read as requiring us to operate cameras, to provide manned guarding, or to accept unlimited liability for an Estate we do not control, that reading is wrong. The document should be read as a software-supply wrap for a company at 22 William Street, Blackwood, Wales, NP12 1NW. Ambiguity is resolved toward that reading, then toward the SOW’s named flavour.
If the parties want a different reading, they must write a Special Condition. Courts should not be asked to infer a security operations centre from a metaphor about syrup.
100. Entire closing set
This clause 100 exists so a reader who skipped to the end still meets the same company: ASHLAR TECHNOLOGIES LTD, commercial@ashlartechnologies.ink, +44 7411 527577, https://ashlartechnologies.ink. The work is CCTV app development and neighbouring digital surveillance software. The method is melt, mix, shape, set, wrap and ship. The law is England and Wales. The cap is the cap. The cameras remain the client’s. The sugar-glass language is how we keep the offer readable, not how we dodge the foil.
By instructing a batch after receiving these Terms and Conditions, the client confirms it had a chance to take legal advice. We are not the client’s solicitors. We are the line that wraps software. Last updated 17 August 2026.
If any later schedule is attached, it should cite the clause it amends by number. Citing ‘the candy bit’ is not a citation. Citing clause 26 is a citation. That is how a colourful method stays legally sharp.
101. Rate cards and assumption logs
A rate card, if attached, lists day rates for roles. It does not authorise unlimited days. Days are authorised by the SOW or by a written change. An assumption log lists facts we are entitled to treat as true until corrected. If an assumption is wrong, the first remedy is a plan change, not a claim that we should have guessed the basement.
Estimates marked estimate are not fixed prices. Fixed prices are marked fixed and depend on the assumptions remaining true. If the client wants a fixed price on a swamp of unknown recorders, the price will include swamp-risk. That is not greed. That is how a wrap stays possible.
Currency is pounds sterling. If a client wants another currency, the SOW must name the rate source and the date of conversion. We are not a bureau de change in Blackwood High Street.
102. Prototypes and throwaway spikes
A spike is a short technical experiment. It may be ugly. It may be deleted. It is not the product. If the client falls in love with a spike and asks to ship it, we will either rebuild it properly as a batch or we will list the defects the spike still contains. Shipping a spike without that list is how sticky overload returns wearing a demo smile.
Clickable prototypes are not accepted Software. They are shaping tools. Acceptance tests run against builds, not against a slide.
103. Accessibility testing methods
If the SOW names WCAG 2.2 AA, we will test with a documented method: keyboard paths for operator tasks, contrast checks on live-tile chrome, and labels on icon-only controls. We will not certify every third-party player embedded by a camera vendor. Those players are foreign objects in the wrap.
Colour is part of our public design system. Inside products, colour cannot be the only encoder of alarm state. We will pair colour with words and shape. That is an operator-safety rule, not a branding rule.
104. Penetration test rules of engagement
A test must name targets, times, forbidden techniques, and a halt word. Denial-of-service against a live monitoring line is forbidden unless a dedicated window exists. Social engineering of our staff is forbidden unless a separate red-team contract exists, which these terms are not.
Findings will be classified. We will fix our Defects in a reasonable time relative to severity. We will not fix a client firewall because a tester walked through a door the receptionist held open. That finding belongs to the client.
105. Incident communication templates
If we host a platform, we will tell the client when a significant incident starts, when we know a cause, and when we believe it ended. We will not tweet about the client’s outage. The client may tell their own stakeholders. We will not be required to join a forty-person bridge call without a chair and an agenda. Chaos is sticky. A chair is a wrap.
Post-incident notes are Confidential Information. They are not marketing.
106. Data minimisation in product design
We will challenge collection of full-resolution archives ‘just in case’ when the flavour is live exception handling. Just-in-case is how retention becomes unlawful. The client may still instruct a long archive if they own that instruction and that cost. We will write it down so the instruction is visible.
Location trails of guards, if collected, must have a purpose and a period. We will not hide a trail behind a cute map animation.
107. Third-party cloud video services
Some Estates already live in a vendor cloud. We may wrap a client app on top. The vendor’s outage is the vendor’s. Our app will show that the upstream is gone. Refunds, if any, sit with the vendor contract the client signed years ago, not with our cap, unless we were also that vendor, which we are not.
Token storage for vendor clouds must follow the vendor’s rules and ours. If the vendor forbids storing a token on a phone, we will not store it there. The flavour may then be web-only. That limitation will be named.
108. Spare parts of meaning: headings and numbers
Clause numbers exist so Special Conditions can point. If a later version inserts a clause, old SOWs still point at the version they named. We will keep version dates. ‘Latest terms on the website’ is not an automatic pull into a live batch unless the SOW says the site terms auto-update, which we recommend against for a running Estate.
Headings such as Flavour and Wrap are signposts. They do not create a separate contract type recognised by a confectionery statute. There is no confectionery statute in play.
109. Client reference architecture
We may issue a reference architecture diagram. It is a picture of a recommended wrap. It is not a survey of the client’s actual racks. Implementation that ignores the diagram and then fails is not our breach if we were not paid to implement the ignored part.
Diagrams will use ordinary boxes, not a secret notation. If a client’s enterprise-architecture board requires a specific modelling language, that translation is extra.
110. On-call myths
Unless the SOW buys an on-call rota, there is no 24-hour engineer sitting under a sugar-glass lamp in Blackwood. A live Estate at 02:00 is the client’s operating model. We may answer a phone out of kindness. Kindness is not a service level. If you need a rota, price a rota.
Escalation to a director is for contractual notices and for genuine crises on hosted components we operate, not for a forgotten password at a retail park. Password resets are the identity provider’s job after wrap.
111. Sample data hygiene
Discovery sometimes needs a clip. The clip should be the least identifying clip that still shows the scene. Faces of children, medical treatment, and locker rooms are not sample material. If we receive them unsolicited we may delete them and pause the batch until a lawful sample arrives.
Synthetic overlays and blurred plates are preferred. A desire for ‘realism’ does not beat data protection. Realism can be achieved with a staged scene and a consent form.
112. Interface copy and alarm language
Words on buttons are part of the wrap. We will not label an unlock as a friendly snack if that would confuse an operator. The public website may be vivid. The product must be unmistakable. If a stakeholder wants the product to look exactly like the brochure, we will explain why that is a bad flavour for a live incident.
Translations of alarm states must be checked by a human. A mistranslated ‘door held’ can become a dangerous instruction. That check is in scope for localisation batches only.
113. Final belt check
Before go-live we will run a belt check: roles, audit, retention, backup, store listing, and a named owner at the client. If the client skips the belt check, we will record the skip. Skipping is a choice. Choices have consequences that do not automatically travel through clause 26 as our unlimited problem.
ASHLAR TECHNOLOGIES LTD repeats its coordinates so they cannot be missed: 22 William Street, Blackwood, Wales, NP12 1NW, United Kingdom; commercial@ashlartechnologies.ink; +44 7411 527577; https://ashlartechnologies.ink. The product is software for CCTV and neighbouring security operations. The offer should be easy to choose. These terms make the foil as visible as the flavour. Last updated 17 August 2026.
A signature, an email saying ‘proceed on the SOW’, or a purchase order that references these terms is enough to bind a business client. Silence after we have started at the client’s written request is also a kind of wrap, and invoices will follow. Do not start a belt you do not intend to pay. That is the last commercial bite in this document, and it is not a metaphor.
These Terms and Conditions, read with a statement of work, are intended to be commercially readable. They are long because CCTV app development, live video monitoring, video analytics software, access control applications and security operations platforms sit next to other people’s cameras, other people’s staff, and other people’s regulators. Length is the foil. The flavour remains a chosen product. If you still have a sticky question after this page, send it to commercial@ashlartechnologies.ink before the melt begins. A question asked early is cheaper than a dispute asked late, in Blackwood or in the courts of England and Wales.
Nothing in this closing set requires a client to like our visual metaphor. A client may still buy a sober security camera app. The metaphor is how we keep the commercial bite visible on the public site. The contract is how we keep the foil honest after the site is closed and the cameras are live in Wales or elsewhere in the United Kingdom under these terms. That is the end of the foil and the start of the work.