Last Updated: 14/09/2025
1. Introduction
Welcome to BlackFlow, a division of Yoctobe Ltd. These Terms of Service (“Terms”) govern your access to and use of BlackFlow’s custom software development services, including our website, consultation services, software development, maintenance, and any other software solutions, tools, features, or functionalities provided by BlackFlow (“Services”). Please read these Terms carefully before engaging our Services.
BlackFlow operates as a division of Yoctobe Ltd, a company registered in England and Wales (Company Number: 16256967) with its registered office at 49 Jamaica Street, Liverpool, England, L1 0AH United Kingdom.
By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access our Services.
2. Definitions
- “Client”, “You”, and “Your” refer to you, the person or entity engaging BlackFlow’s services and accepting these Terms.
- “Company”, “We”, “Us”, and “Our” refer to BlackFlow, a division of Yoctobe Ltd.
- “Party” refers to either you or us. The terms “Party” or “Parties” also include any entities you represent in your engagement of our Services.
- “Custom Software” refers to bespoke software solutions, applications, systems, or code developed specifically for your requirements.
- “Deliverables” refers to all software, documentation, designs, and other materials created or provided under these Terms.
3. Services
3.1 Custom Software Development
BlackFlow provides bespoke software development services including but not limited to:
- Web application development
- Mobile application development
- Database design and implementation
- API development and integration
- System architecture and design
- Software maintenance and support
- Technical consultation
3.2 Eligibility
You must be at least 18 years old and capable of forming a binding contract under English law to engage our Services. If you are accessing or using our Services on behalf of a business or entity, you represent and warrant that you have the authority to bind that business or entity to these Terms.
3.3 Project Scope and Specifications
All projects will be governed by a separate Statement of Work (“SOW”) or project agreement that will detail:
- Project specifications and requirements
- Deliverables and milestones
- Timeline and deadlines
- Payment terms and schedule
- Specific terms applicable to that project
4. Acceptable Use
You agree not to use our Services:
- In any way that violates any applicable UK, European Union, or international law or regulation
- To develop software for illegal purposes or activities
- To create systems designed to infringe intellectual property rights
- To impersonate BlackFlow, Yoctobe Ltd, our employees, or any other person or entity
- In any way that is illegal, threatening, fraudulent, or harmful
- To reverse engineer, decompile, or attempt to extract proprietary methodologies from our Services
- To engage in any conduct that may harm BlackFlow, Yoctobe Ltd, or expose us to liability
5. Intellectual Property Rights
5.1 Pre-existing IP
Each party retains ownership of their respective pre-existing intellectual property rights.
5.2 Custom Software Ownership
Unless otherwise specified in a SOW:
- Upon full payment of all fees, you will own the custom software developed specifically for you
- You grant us a perpetual, royalty-free license to use general methodologies, techniques, and know-how developed during the project for future projects
- Any third-party components or open-source software remain subject to their respective licenses
5.3 Our Intellectual Property
Our proprietary development methodologies, frameworks, tools, and processes remain our exclusive property. The Services and their functionality are owned by Yoctobe Ltd and protected by UK and international intellectual property laws.
5.4 License to Our Tools
We grant you a non-exclusive, non-transferable license to use any proprietary tools or frameworks we provide as part of the Services, solely for the purpose of operating the custom software we develop for you.
6. Confidentiality
6.1 Mutual Confidentiality
Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the engagement, including but not limited to business plans, technical specifications, and trade secrets.
6.2 Duration
This confidentiality obligation survives termination of these Terms and continues for a period of 5 years.
7. Warranties and Representations
7.1 Our Warranties
We warrant that:
- We have the right and authority to provide the Services
- Our Services will be performed with reasonable skill and care in accordance with industry standards
- Custom software will substantially conform to agreed specifications for 90 days following delivery
7.2 Your Warranties
You warrant that:
- You have the authority to enter into these Terms
- All information and materials provided to us are accurate and do not infringe third-party rights
- You will comply with all applicable laws in your use of the Services
8. Payment Terms
8.1 Fees and Payment
- All fees are specified in the applicable SOW
- Payments are due within 30 days of invoice date unless otherwise specified
- All payments are in Great British Pounds (GBP)
- We reserve the right to suspend services for overdue payments exceeding 30 days
8.2 Expenses
You are responsible for reimbursing reasonable expenses incurred in providing the Services, as detailed in the SOW.
8.3 Taxes
You are responsible for all taxes associated with the Services, except for taxes on our net income.
8.4 Late Payment
Late payments may incur interest charges at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
9. Limitation of Liability
9.1 Liability Cap
Our total liability to you for any claims arising from or relating to these Terms or the Services shall not exceed the total fees paid by you in the 12 months preceding the claim.
9.2 Excluded Damages
To the maximum extent permitted by UK law, we exclude liability for:
- Loss of profits, revenue, or business opportunities
- Loss of data (beyond reasonable restoration efforts)
- Indirect, special, incidental, or consequential damages
- Business interruption losses
9.3 Exceptions
Nothing in these Terms excludes or limits our liability for:
- Death or personal injury caused by our negligence
- Fraud or fraudulent misrepresentation
- Any other liability that cannot be excluded under UK law
10. Termination
10.1 Termination Rights
Either party may terminate these Terms:
- With 30 days’ written notice
- Immediately for material breach that remains uncured for 15 days after written notice
- Immediately if the other party becomes insolvent
10.2 Effect of Termination
Upon termination:
- You must pay all outstanding fees for work completed
- We will deliver all completed Deliverables upon payment
- Confidentiality obligations survive termination
- Each party retains their respective intellectual property rights
11. Data Protection
11.1 GDPR Compliance
We comply with the UK General Data Protection Regulation and Data Protection Act 2018. Our Privacy Policy, incorporated by reference, governs our processing of personal data.
11.2 Data Processing
Where we process personal data on your behalf, we will act as your data processor and comply with your lawful instructions regarding such processing.
12. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government regulations, or natural disasters.
13. Governing Law and Jurisdiction
13.1 Governing Law
These Terms are governed by the laws of England and Wales.
13.2 Jurisdiction
The courts of England and Wales have exclusive jurisdiction over any disputes arising from these Terms.
13.3 Alternative Dispute Resolution
Before initiating court proceedings, parties agree to attempt resolution through mediation under the Centre for Effective Dispute Resolution (CEDR) rules.
14. General Provisions
14.1 Entire Agreement
These Terms, together with any SOW, constitute the entire agreement between the parties.
14.2 Amendments
These Terms may only be modified in writing, signed by both parties.
14.3 Severability
If any provision is deemed unenforceable, the remainder of these Terms remains in full force.
14.4 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms to any affiliate or successor.
15. Consumer Rights
If you are a consumer (purchasing services for personal use), you have additional rights under UK consumer protection law that cannot be excluded by these Terms, including rights under the Consumer Rights Act 2015.
16. Changes to Terms
We reserve the right to modify these Terms at any time. We will provide at least 30 days’ notice of material changes. Your continued use of the Services after such changes constitutes acceptance of the new Terms.
17. Contact Information
For questions about these Terms or our Services, please contact us:
BlackFlow
A division of Yoctobe Ltd
49 Jamaica Street
Liverpool, England
L1 0AH United Kingdom
Email: contact@blackflow.co.uk
Phone: +44 773 73 403 49
Business Hours: 09:00 AM – 06:00 PM (GMT)
These Terms of Service are effective as of the Last Updated date above and supersede all prior versions.