Software Development in the UK

About Software Development

We are a small, senior software studio in Noida, Delhi NCR building custom software, web apps, SaaS products, and mobile apps for companies in India and abroad. You work directly with the engineers writing your code, not an account manager or an offshore team you never meet.

What the engagement includes

• You talk to the engineers building your software, directly. No account manager relaying messages, no offshore team you never meet.
• A written scope before any code, and a flat quote inside 24 hours, so the price is set before we start.
• Senior developers on your project from day one. We do not sell junior time at senior rates or swap people in after the sale.
• You own your code, your repo, and your hosting. Nothing is locked to us, and you can walk with everything at any point.
• Small team, direct access. When something breaks a year later, you message the people who built it, not a ticket queue.
• Proof we build real things: our own products PlugEV (an OCPP EV-charging platform), CloudNX (cloud hosting), and ToolKiya (online tools), plus 70+ client projects shipped.

Liability caps in English software cases, TUPE when a team's work moves, and published KPIs under the Procurement Act

In the UK the clause that decides what a failed software project is worth is the limitation of liability, and English courts keep being asked to read one. In Triple Point Technology v PTT, decided on 16 July 2021, the Supreme Court held that liquidated damages for delay on a software implementation accrued up to the date the contract was terminated, even for stages never completed, and that a carve-out from the cap for negligence covered negligent breach of contract rather than only some independent tort, while agreeing that the liquidated damages themselves sat inside the cap. In Drax v Wipro, on 9 June 2023, the Technology and Construction Court read a cap of 150 per cent of the charges paid in the preceding twelve months as one aggregate limit for every claim rather than a fresh limit for each, which put the ceiling at about £11.5 million against losses Drax had claimed at £31.7 million. And in Topalsson v Rolls-Royce, on 5 November 2024, the Court of Appeal applied a €5 million cap to each party's liability separately before setting one against the other, which cut the award from €5 million to about €4.2 million. The lesson for a bespoke build is in the drafting rather than the doctrine. The contract should say whether the cap is aggregate or per claim and per contract year, whether liquidated damages count towards it and whether they stop at acceptance or at termination, what the negligence and wilful default carve-outs mean, and whether the cap bites before or after set-off. Where the cap sits in one side's written standard terms, the Unfair Contract Terms Act 1977 also requires it to be reasonable, and section 11 points the court to the resources available to meet the liability and whether insurance could cover it, so a figure tied to contract value and cover is easier to defend than a nominal one. How your own contract should read is for your counsel.

Handing work to an outside software company can move people as well as code. Under regulation 3 of the TUPE Regulations 2006 a service provision change happens when activities a client carried out itself are carried out instead by a contractor, when one contractor replaces another, or when the work comes back in house, provided that immediately beforehand an organised grouping of employees situated in Great Britain had carrying out those activities for the client as its principal purpose, and that the activities afterwards are fundamentally the same. The regulation applies however the change is effected, even under the law of another country, and Acas notes that a transfer whose purpose is to move work abroad can be caught, though it may also be a redundancy situation. A one-off build rarely triggers it, because the client must intend the work to continue other than as a single specific event or task of short-term duration. Taking over the maintenance and support a small in-house team has done for years is different. If that team transfers, its members become employees of the new provider on their existing terms, one who objects is treated as resigning, and a change that makes working conditions substantially worse to their material detriment, place of work included, can found a constructive dismissal claim. So scoping asks whether anyone on your side spends most of their time on the system being taken over, and if so, the plan is agreed with your HR adviser before signature. The outgoing employer must give employee liability information at least 28 days before the transfer, and Acas says a tribunal could award at least £500 for each employee whose information was late or wrong. At exit the position is reversed: our engineers work in India, so when the work later moves to another supplier or back to you there is no grouping situated in Great Britain to transfer. Whether TUPE applies to your arrangement is for your employment counsel.

For public sector buyers the rules changed on 24 February 2025, when the Procurement Act 2023 came into force, and two of its changes land harder on a software supplier than on most. The first is that performance is now published. Before entering into a public contract worth more than £5 million, the contracting authority generally has to set at least three key performance indicators, publish them, assess the supplier against them at least once every twelve months and on termination, and record the result on the central digital platform using one of five fixed ratings: good, approaching target, requires improvement, inadequate or other. A breach that leads to partial termination, an award of damages or a settlement is published in a contract performance notice as well, and so is a failure to perform to the authority's satisfaction once the supplier has had a proper opportunity to improve and has not. That notice is a new discretionary exclusion ground, so another authority can rely on it to exclude the supplier from its own procurement. On a software contract that turns the indicators into a design decision. Measures such as release frequency, defects found in live use or availability have to be defined so they can be calculated from data both sides can see, which makes the dashboard that feeds them a deliverable rather than a slide in a monthly report. The second change is payment. Section 68 implies into most public contracts a term that the authority pays a valid, undisputed invoice within 30 days, and no other term can lengthen that period; section 73 implies the same terms into public sub-contracts, so a prime contractor that brings in a specialist pays within 30 days too. Suppliers register on the enhanced Find a Tender service before they bid, and those registered under the old rules had to register again. Whether a particular contract is caught is for your procurement team or counsel.

How we work with UK clients

UK engagements tend to start with procurement questions rather than technical ones. Who holds the data, which law governs the contract, whether you can produce a record of processing if the ICO asks. We answer those in the proposal instead of leaving them to a legal review three weeks in, because that review is where UK projects usually stall.

Invoicing is the other thing worth settling early. We are outside the UK, so services we supply generally fall under the reverse charge and your finance team accounts for the VAT rather than paying it to us. Our invoices say so explicitly. We quote in pounds, the figure does not move with the exchange rate mid-project, and payment by bank transfer avoids the card fees that make a five-figure invoice unnecessarily expensive.

Questions UK clients ask

Software Development: common questions

Other markets we work in