These Terms and Conditions ("Terms") govern the provision of IT infrastructure consultancy services by Etwrk Limited ("ETWRK", "we", "us", or "our") to our clients ("Client", "you"). By engaging our services, you agree to be bound by these Terms. Please read them carefully.
"Agreement" means these Terms together with any Statement of Work, proposal, or order confirmation accepted by both parties.
"Services" means the IT infrastructure consultancy services described in the relevant Statement of Work or proposal.
"Deliverables" means any outputs, documentation, configurations, or materials produced by ETWRK in the course of providing the Services.
"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.
ETWRK will provide the Services as described in the agreed Statement of Work or proposal. Any changes to the scope of Services must be agreed in writing by both parties. ETWRK reserves the right to decline work that falls outside the agreed scope or that conflicts with our professional standards.
We provide advisory and implementation services. Final decisions regarding changes to your IT infrastructure remain with you. We are not liable for outcomes arising from decisions you make contrary to our recommendations.
Fees are as set out in the relevant proposal or Statement of Work. Unless otherwise agreed:
You agree to:
Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or regulation.
ETWRK will not disclose details of your IT infrastructure, security posture, or business operations to any third party. We will only reference the general nature of work performed (e.g., "email deliverability implementation") for marketing purposes if you have given your prior written consent.
These obligations of confidentiality survive termination of the Agreement.
Unless otherwise agreed in writing:
ETWRK warrants that it will perform the Services with reasonable skill and care and in accordance with the agreed specification.
We do not warrant that the Services will be uninterrupted or error-free, or that any specific outcome will be achieved. IT infrastructure involves inherent complexity and third-party dependencies outside our control.
To the fullest extent permitted by law:
Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.
The Agreement commences on the date both parties accept it and continues until the Services are complete (for project engagements) or until terminated (for ongoing retainers).
Either party may terminate an ongoing retainer by giving 30 days' written notice. Either party may terminate the Agreement immediately by written notice if the other party:
On termination, you will pay for all Services performed up to the end of the notice period. For retainer clients, no further monthly retainer invoice will be raised once a valid termination notice has been received; the service will continue to be provided until the end of the 30-day notice period. ETWRK will return or securely delete any credentials and Confidential Information held on your behalf following the end of the notice period.
Both parties will comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Where ETWRK processes personal data on your behalf in the course of providing the Services, we act as a data processor and you act as the data controller. We will process such data only on your documented instructions and in accordance with our Data Processing Agreement, available on request.
For information on how we process your personal data as a business contact, see our Privacy Policy.
The Services may involve configuring, integrating, or advising on third-party platforms, software, or services. ETWRK is not responsible for the availability, performance, or changes to third-party services. Third-party services are subject to their own terms and pricing, which may change without notice.
Where ETWRK recommends specific third-party tools, those recommendations are made in good faith based on the information available at the time. We do not accept referral fees or kickbacks that would influence our recommendations.
Neither party will be liable for any delay or failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, government action, widespread internet outages, or cyberattacks affecting third-party infrastructure.
The affected party will notify the other as soon as reasonably practicable and will use reasonable efforts to minimise the impact and resume performance.
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
In the event of a dispute, both parties agree to attempt to resolve the matter through good-faith negotiation before initiating formal proceedings. Either party may escalate to mediation if direct negotiation fails within 30 days.
Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from the courts.
Entire agreement. These Terms, together with any applicable Statement of Work or proposal, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements relating to the subject matter.
Amendments. We may update these Terms from time to time. We will notify you of material changes at least 30 days before they take effect. Continued engagement with our services following that notice period constitutes acceptance.
Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Waiver. Failure to exercise any right under these Terms does not constitute a waiver of that right.
Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. ETWRK may assign its rights and obligations to a successor entity in the event of a merger, acquisition, or sale of substantially all its assets.
Contact
Etwrk Limited — Company Registration No. 16389026
124 City Road, London, EC1V 2NX
Email: [email protected]