Last updated: 16th July 2025

Registered in England and Wales: 16389026

Etwrk Limited, a company registered at 124 City Road, London, United Kingdom, EC1V 2NX (“we”, “us” or “our”), provides IT consulting and related services subject to these Terms and Conditions (“Terms”). Please read them carefully.

1. Definitions

1.1 Client means the individual, company or organisation that engages us to provide Services under these Terms.

1.2 Services means the IT consulting, software development, support, training, or other services we agree to provide, as described in a Proposal or Statement of Work.

1.3 Deliverables means any work product, reports, software, documentation or other materials we deliver to the Client in connection with the Services.

1.4 Proposal means our written proposal, estimate, or quotation setting out the Services, Deliverables, fees and timelines.

2. Scope of Services

2.1 We will perform the Services described in the Proposal with reasonable skill and care in accordance with industry standards.

2.2 Any additional work outside the Proposal’s scope must be agreed in writing and may incur additional fees and adjusted timelines.

3. Fees and Payment

3.1 Fees for Services are set out in the Proposal. Unless agreed otherwise, fees are exclusive of VAT and disbursements.

3.2 We issue invoices:

On acceptance of the Proposal for fixed‑fee projects, or

Monthly in arrears for time‑and‑materials projects at our current hourly rates.

3.3 Payment is due within 14 days of the invoice date. Late payments may incur interest at 4% above the Bank of England base rate.

4. Client Responsibilities

4.1 The Client shall provide:

Access to necessary personnel, systems and facilities,

Timely feedback, approvals and information,

Any required licenses, permissions or third‑party consents.

4.2 Failure to meet these obligations may result in delays or additional charges.

5. Confidentiality

5.1 Each party agrees to keep confidential all information marked or reasonably considered confidential.

5.2 Confidential information does not include information that is public, already known, or required to be disclosed by law.

5.3 These obligations survive termination of these Terms for 3 years.

6. Intellectual Property

6.1 We retain all IP rights in pre‑existing tools, methodologies and know‑how.6.2 Unless agreed otherwise, upon full payment, we grant the Client a perpetual, non‑exclusive licence to use the Deliverables for its internal business purposes.

7. Warranties and Liability

7.1 We warrant that Services will be performed with reasonable skill and care.

7.2 OTHER THAN AS EXPRESSLY STATED, ALL WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

7.3 Neither party’s total liability for any claim arising out of these Terms shall exceed the fees paid for the Services giving rise to the claim.

7.4 We are not liable for loss of profits, loss of business, or indirect or consequential loss.

8. Term and Termination

8.1 These Terms commence on the Proposal’s acceptance date and continue until Services are complete or terminated.

8.2 Either party may terminate by 30 days’ written notice. Immediate termination applies if the other party:

Commits a material breach that is not remedied within 14 days of notice, or

Becomes insolvent or goes into administration.

8.3 On termination, the Client pays for all Services performed and expenses incurred up to the termination date.

9. Data Protection

9.1 Both parties shall comply with GDPR and the Data Protection Act 2018 when processing personal data.

9.2 We act as a data processor only where stated in a Data Processing Addendum. Otherwise, the Client is the data controller.

10. Third‑Party Services and Software

10.1 Our Services may involve third‑party software or services (e.g., cloud platforms) subject to their terms and licensing.

10.2 You are responsible for complying with any third‑party license terms and paying any related fees.

11. Governing Law and Jurisdiction

11.1 These Terms are governed by the laws of England and Wales.

11.2 The courts of England and Wales have exclusive jurisdiction to settle any disputes.

12. General Provisions

12.1 Amendments. No change to these Terms is effective unless in writing and signed by both parties.

12.2 Assignment. Neither party may assign its rights without the other’s prior written consent, except to a corporate successor.

12.3 Severability. If any provision is invalid, the remainder shall continue in full force and effect.

12.4 Entire Agreement. These Terms, together with the Proposal, constitute the entire agreement and supersede prior agreements.

Contact Information:

Etwrk Limited

124 City Road, London, United Kingdom, EC1V 2NX

Email: [email protected]