Last updated: 08th September 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.
1.5 Contract means these Terms together with any Proposal agreed in writing between the Parties
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.
2.3 Any variations to the Services requested by the Client must be agreed in writing via a documented change request. Such changes may affect timelines, fees, or deliverables
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.
4.3 The Client warrants that all materials, information, and intellectual property provided to Etwrk are owned by the Client or that the Client has obtained all necessary licences and consents to use them. The Client agrees to indemnify Etwrk against any claims arising from a breach of this warranty
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.
5.4 Upon termination, each party shall, upon request, return or securely destroy any confidential information belonging to the other party
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.
6.3 The licence granted to the Client is for internal business purposes only and does not permit resale, sublicensing, or commercial exploitation of Deliverables without prior written consent from Etwrk
6.4 Etwrk disclaims liability for any misuse or unauthorised use of Deliverables by the Client or third parties
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.
8.4 Upon termination, Etwrk will provide the Client with any completed Deliverables up to the termination date, and the Client will pay all outstanding fees for Services performed. Any Client data will be securely returned or deleted upon request.
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.
9.3 Where Etwrk acts as a Data Processor on behalf of the Client, the parties agree to enter into a Data Processing Addendum (DPA) compliant with the UK GDPR and Data Protection Act 2018. The DPA shall form part of this Contract.
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. Force Majeure
11.1 Neither party shall be liable for any delay or failure to perform its obligations under this Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, fire, flood, pandemic, war, labour disputes, or failure of utilities. In such circumstances, the affected party shall be entitled to a reasonable extension of time for performance of its obligations.
12. Governing Law and Jurisdiction
12.1 These Terms are governed by the laws of England and Wales.
12.2 The courts of England and Wales have exclusive jurisdiction to settle any disputes.
13. Dispute Resolution
13.1 Before commencing court proceedings, the parties agree to attempt to resolve disputes in good faith through negotiation. If the dispute cannot be resolved within 30 days, the parties may agree to refer the matter to mediation in England. If mediation is unsuccessful, either party may proceed to the courts of England and Wales.
14. General Provisions
14.1 Amendments. No change to these Terms is effective unless in writing and signed by both parties.
14.2 Assignment. Neither party may assign its rights without the other’s prior written consent, except to a corporate successor.
14.3 Severability. If any provision is invalid, the remainder shall continue in full force and effect.
14.4 Entire Agreement. These Terms, together with the Proposal, constitute the entire agreement and supersede prior agreements.
14.5 For the purposes of amendments or notices, “in writing” shall include email correspondence and electronic signature platforms, unless expressly stated otherwise.
Contact Information:
Etwrk Limited
124 City Road, London, United Kingdom, EC1V 2NX
Email: [email protected]