Introduction and Definitions

Welcome to our Terms and Conditions (“Terms”). These Terms form a legally binding agreement between NetworkX Technology Limited (referred to as “the Company”, “we”, “us” or “our”) and you (the individual or business using our website or services). By accessing our website or engaging our IT Network Solutions, Technology Consultancy, or Recruitment services (“Services”), you agree to be bound by these Terms. If you do not agree, you must not use our website or Services.

Definitions: In these Terms, “Client” or “you” means any person, company, or other entity that uses our website or purchases/receives any of our Services. This includes both business clients and individual consumers.

“Consumer” means an individual Client who is acting wholly or mainly outside of their business, trade, or profession (as defined under UK consumer protection laws). “Business Client” means any Client that is not a Consumer.

“Services” means all services provided by the Company, including IT network solutions, technology consulting, and recruitment services, as further described in Section 3.

“Website” means our website and online platforms through which we provide information or interact with Clients. Other capitalised terms may be defined elsewhere in these Terms. Headings are for convenience and do not affect interpretation. These Terms apply in the absence of a separate written contract. If a separate written agreement is signed with the Company, these Terms will apply so far as they are not inconsistent with that agreement. We may update these Terms from time to time – the latest version will be posted on our Website with an updated effective date.

Scope of Agreement

Unified Terms: These Terms are a single unified agreement that apply to all users of our Website and all Clients of our Services, whether you are an individual or a business and regardless of which category of service you use. Specific provisions of these Terms that are stated to apply only to Consumers or only to business Clients will apply as appropriate. All other provisions apply to all Clients. By using our Website or any Service, you indicate acceptance of these Terms and our related policies referenced herein.

Related Documents: Additional policies and statements are incorporated by reference into these Terms, including our Privacy Policy, Cookie Policy, Whistleblowing Policy, Modern Slavery Statement, Equity, Diversity & Inclusion (EDI) Statement, and Environmental Policy Statement (see Section 13). These documents set out important obligations and commitments and should be read together with these Terms. In the event of any conflict between these Terms and any service-specific order or contract (such as a work order, Service Level Agreement, or proposal accepted by both parties), the specific terms of that order or contract will prevail for that particular Service.

Unified Terms: We conduct our Services in accordance with applicable UK laws and industry best practices. For example, our recruitment services comply with the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003. Our policies and these Terms are designed to ensure compliance with UK GDPR, the Data Protection Act 2018, the Consumer Rights Act 2015, and other relevant legislation. Nothing in these Terms is intended to exclude or limit any mandatory rights you have under UK law.

Description of Services

We offer three main categories of Services. This Section describes the scope of each service and any specific terms or obligations related to each:

IT Network Solutions Services

Our IT Network Solutions include the design, supply, installation, and maintenance of information technology networks, infrastructure, and related solutions. This may involve hardware, software, cloud services, network security, and ongoing technical support.

Key terms for IT Network Solutions:
Service Delivery: We will deliver network solutions in accordance with any agreed specifications or project plan. We shall use reasonable care and skill in all installation, configuration, and support work (as required by law, every service contract includes an implied term that the service will be performed with reasonable care and skill​) We may employ industry-standard practices and protocols to ensure a stable and secure network environment.

Client Obligations: You (the Client) agree to provide timely access to your premises, equipment, systems, and relevant information as needed for us to perform the network services. You are responsible for ensuring that your existing infrastructure (outside the scope of our supply) meets any minimum requirements communicated by us. You will also designate a point of contact to liaise with our team during the project or support term.

Third-Party Products: If the solution involves third-party hardware or software, those products may be subject to the third-party supplier’s license terms or warranties. We will pass through to you the benefit of any manufacturer warranties for hardware or licensed software, to the extent permitted. We do not independently warrant third-party products. However, we will provide reasonable assistance in coordinating support or warranty service with the third-party supplier if such products fail.

Acceptance Testing: Where applicable (for example, after a network deployment project), we may perform or assist in acceptance tests to confirm the solution operates as intended. You agree to participate in such testing in good faith. Minor defects that do not substantially affect functionality will not be grounds for rejection but will be remedied as part of warranty service. A project shall be deemed accepted when it materially conforms to the agreed specifications.

Technology Consultancy Services

Our Technology Consultancy services involve providing expert advice, analysis, project management, or other professional services in the IT and technology domain. This can include strategy consulting, system audits, IT project management, business analysis, and related advisory services.

Key terms for Consultancy:
Service Scope: The scope of work for consultancy engagements will be agreed in writing (e.g. in a proposal or statement of work) describing the tasks, deliverables (such as reports or recommendations), timeline, and fees. We will perform the consultancy services with due diligence, in a competent and professional manner, and with reasonable skill in accordance with recognized industry practices. Any timelines or deadlines for deliverables will be adhered to as closely as possible; however, time shall not be of the essence unless expressly agreed.

Client Cooperation: You agree to cooperate fully by providing access to information, personnel, documentation, and systems as reasonably required for us to complete the consulting work. You confirm that all information you provide to us is accurate and complete to the best of your knowledge. We shall not be liable for any delay or deficiency in our advice arising from inaccurate or incomplete information supplied by you.

Deliverables and Use: Upon completion, we may provide you with deliverables such as written reports, analyses, recommendations, software scripts, or other materials as agreed. Subject to full payment of any fees due, you will have the right to use any such deliverables for your internal business purposes (or personal use if you are a consumer). Intellectual Property rights in deliverables are addressed in Section 6 below. Our consultancy deliverables are advisory in nature – you are responsible for assessing our advice and making your own decisions based on it. We do not guarantee any particular outcome or business result from our consultancy, beyond providing the agreed deliverables and advice with reasonable skill and care.

No Legal/Financial Advice: Unless explicitly agreed, our technology consulting does not constitute legal, accounting, or financial advice. You should obtain independent professional advice in those areas if needed. Any estimates of cost savings, ROI, or other financial implications provided as part of our consultancy are for guidance only and not guaranteed.

Recruitment Services

We offer recruitment and talent acquisition services connecting employers (“hiring Clients”) with potential candidates for permanent or contract roles. Our recruitment services are provided in compliance with all applicable employment and data protection laws.

Key terms for Recruitment:
For Hiring Clients (Employers): We act as an intermediary to identify and introduce qualified job candidates to you based on your requirements. You must provide us with accurate job descriptions, candidate requirements, and any necessary information about the role, compensation, and work conditions. We will use our expertise to source, screen, and shortlist candidates who meet your criteria and may arrange interviews as needed. Suitability Checks: We will take reasonable steps to verify candidate qualifications, experience, and suitability for the role (recruiters are legally obligated to screen candidates to ensure they have the required skills and qualifications​)

However, we do not guarantee that a candidate will ultimately be suitable or will remain with you for any minimum period. Final hiring decisions are always yours. Introduction and Fees: An “Introduction” of a candidate to you is deemed to occur when we provide you with a candidate’s details or arrange for you to interview a candidate (whether in person or by phone/video). If you engage (hire) a candidate we introduce within 12 months of our Introduction, you agree to pay our recruitment fee as per the agreed schedule or fee structure. This obligation applies even if the candidate is hired in a different role than initially intended or through another channel, as long as our initial Introduction was the effective cause of the hire. You also agree not to forward candidate details we provide to any third party; if a third party (e.g. an affiliate or partner of yours) hires a candidate we introduced to you, our fee will be payable as if you hired the candidate.

No Hire, No Fee (Permanent Placement): Unless otherwise agreed in writing, our recruitment service operates on a “no hire, no fee” basis for permanent placements – meaning we only charge a fee if you hire a candidate we present. The fee (and any rebate guarantee for early employee departure) will be as specified in a separate agreement or our standard recruitment fee schedule provided to you. For contract or temporary placements, different fee arrangements (such as hourly or daily rates and Agency Worker regulations compliance) may apply as will be agreed separately.

Guarantee Period: We want you to be satisfied with the candidates you hire. If a candidate placed in a permanent role leaves your employment within 12 weeks of their start date (other than due to role redundancy or company restructuring), we will, at our discretion, either provide a free replacement search for a new candidate for the same role or issue a partial refund of the placement fee, provided that you paid our fee within the payment terms and notified us promptly of the candidate’s departure. Details of any such guarantee (including the applicable period and refund percentage) will be outlined in your specific recruitment agreement or order.

For Candidates (Job Seekers): Our recruitment services are free of charge to candidates. It is illegal in the UK for employment agencies to charge fees to candidates for finding them work​, and we comply with this law fully. If you are a job seeker using our services or Website (for example, by submitting your CV or applying for a job through us), you will not be charged any recruitment or placement fee by us. You agree to provide truthful and accurate information about your qualifications, experience, and identity. Any personal data you provide to us will be processed in accordance with our Privacy Policy and Data Protection laws (see Section 7).

We will never share your CV or personal details with a potential employer without your consent. While we strive to match you with suitable opportunities, we do not guarantee employment or placement. You have the right to cease using our recruitment services at any time, and you may request we delete your data as described in our Privacy Policy.

Compliance and Conduct: Both clients and candidates agree to act in good faith and adhere to all applicable laws during the recruitment process. As an employer, you confirm that you will not unlawfully discriminate against candidates on any protected grounds (see our EDI Statement in Section 13.5) and that any offer of employment will comply with applicable employment laws (e.g. providing a written statement of particulars, paying at least minimum wage, etc.). As a candidate, you confirm that you have the right to work in the UK (or relevant jurisdiction of the job) and that you will not knowingly misrepresent your qualifications or identity. We reserve the right to decline to work on a role or with a candidate if we have reason to believe doing so would violate law or our ethical policies.

Service Level Agreement (SLA) Standards

For our IT Network Solutions and certain managed IT services, we commit to the following Service Level Agreement (SLA) standards, reflecting UK industry norms for IT service providers. These SLA terms outline the performance standards you can expect, such as response times and uptime, as well as remedies if we do not meet these standards. (Note: SLA commitments apply only to those Services for which we explicitly agree to provide support and uptime guarantees, typically under a support contract. Consultancy and recruitment services, which are advisory or facilitation in nature, do not have “uptime” commitments.) The SLA includes:

Service Availability (Uptime): We will use commercially reasonable efforts to ensure that any hosted or managed IT systems we maintain for you are available at least 99.9% of the time, measured monthly, excluding scheduled maintenance windows and events outside our control. (For context, a 99.9% uptime commitment is a common industry standard​) Uptime is calculated as the total minutes the system is available divided by total minutes in the month, excluding excused downtime. If we anticipate any scheduled downtime (for maintenance or upgrades), we will provide you with at least 24/48 hours advance notice and schedule it during low-usage periods (such as evenings or weekends) whenever feasible.

Support Response Times: We offer technical support for covered Services during the support hours specified in your service agreement (standard support hours are e.g. 8:00am–6:00pm UK business days, with emergency 24/7 support for critical issues by arrangement). Upon receipt of a support request or incident report, we will assign a priority level based on severity. Our target initial response times are: Priority 1 (Critical) – response within 1 hour; Priority 2 (High) – within 4 hours; Priority 3 (Normal) – within 1 business day. “Response” means we have acknowledged the issue and assigned a technician to work on it. We will then work to resolve the issue or provide a workaround as soon as practicable. While resolution times may vary by complexity, we will provide frequent updates for any critical issue until it is resolved or a temporary fix is in place.

Resolution and Escalation: Our support team will aim to resolve issues in a timely manner. If a problem cannot be resolved at the first level of support within the target resolution time (for example, Priority 1 issues targeted to be resolved or mitigated within 4 hours where possible), we will escalate the issue to higher-tier support or management. Escalation procedure: If an issue remains unresolved past the target resolution time, it will be escalated to a senior engineer or technical manager who will assess the situation and allocate additional resources as needed. We will also escalate to vendor support (for third-party products) if the issue appears to originate from those products. You will be informed of the escalation and any interim steps you should take. Our goal with escalation is to bring additional expertise and attention to ensure restoration of service or resolution of the problem at the earliest opportunity.

Performance Metrics and Reporting: On request, we can provide you with reports of uptime and incident response performance. We maintain internal monitoring systems to track service availability and will use these to verify any claims of downtime. We encourage Clients to promptly report any outage or performance issue so we can log and address it. We may also hold periodic service reviews with you (e.g. monthly or quarterly for managed services contracts) to discuss SLA performance and any issues or improvements.

SLA Exclusions: The SLA commitments above will not apply to service interruptions or deficiencies caused by: (a) scheduled maintenance outages announced in advance; (b) your own acts or omissions or those of your other service providers (e.g., user misconfiguration, internet provider downtime, etc.); (c) factors outside our reasonable control (force majeure events, see Section 14.2); or (d) your breach of these Terms or the service contract (e.g., misuse of the system causing downtime). Additionally, if a supported system must be taken offline urgently due to a security threat (e.g., to contain a virus or cyberattack), such downtime will be excluded from uptime calculations (but we will make best efforts to mitigate and restore service).

Remedies for SLA Breach: If we fail to meet the uptime guarantee or miss a critical response time commitment in a given calendar month, you may be eligible for a service credit or other remedy as set out in your service agreement. For example, an uptime below the guaranteed level may entitle you to a credit of a certain percentage of your monthly fee for each percentage point of availability below the target. Any service credits must be requested by you within a specified time (e.g. within 30 days of the end of the affected month) and will be applied against future service fees. Service credits are your sole and exclusive remedy for failure to meet SLA commitments. In cases of significant or repeated SLA failures, you may also have the right to terminate the affected service for material breach (as described in Section 11). We take our SLA obligations seriously and will always strive to meet or exceed the agreed service standards​.

Fees, Invoicing and Payment Terms

This section sets out the commercial terms for payment, including how we charge for Services, invoicing procedures, and consequences of late payment. All fees are quoted and payable in Pounds Sterling (GBP) unless stated otherwise.

Fees and Quotations

We will inform you of the fees or rates for our Services in advance, either through our website (for standard offerings), a written quotation, or a specific contract/proposal.

IT Network Solutions & Consultancy Fees: These may be charged on a fixed project fee basis, on a time and materials basis (hourly/daily rates), or a combination (e.g. a fixed fee with a cap on hours), as detailed in our quote or agreement. If work is performed on a time and materials basis, we will provide an estimate of the total cost and will not exceed any agreed cap without your approval. Any expenses (such as travel, accommodation, or special equipment costs) will either be built into the fee or charged additionally at cost – this will be made clear in the quotation. We will seek your prior approval for any significant expenses.

Recruitment Fees: For permanent placements, our fee is typically calculated as a percentage of the candidate’s first-year gross remuneration (including base salary and certain anticipated bonuses/allowances). The specific percentage or fee structure will be provided in writing (for example, 25% of annual salary for a successful placement, subject to a minimum fee of £5000.00). For contract placements, fees may be in the form of an hourly or daily charge rate for the contractor’s services, which includes our margin. All recruitment fees and terms (including any volume discounts, exclusivity arrangements, or replacement guarantees) will be confirmed in our terms of business provided to you prior to engagement.

Website Usage: Access to and use of our website is generally free. If we offer any premium features or subscription services on our website in the future, any applicable fees and terms will be clearly posted and subject to your agreement. All quotations or proposals are valid for a period of 30 days from their date, unless otherwise stated, after which we reserve the right to revise the proposed fees. We will not commence billable work without your explicit instruction or acceptance of the quote/proposal.

Invoicing

We will invoice you for Services as follows:
Project or Fixed Fees: If a fixed fee or project fee is agreed, invoices may be issued according to a schedule (e.g. 50% upfront, 50% on completion; or monthly milestones) as specified in the agreement or invoice. Typically, for larger projects, we will require a deposit or initial payment before commencing work, with the remaining amounts invoiced upon completion of agreed milestones or deliverables.

Time & Materials Fees: If billed on time spent, we may invoice monthly in arrears (or at the end of the engagement if shorter) for the hours/days actually expended, detailing the work performed. For long-term consultancy arrangements, invoices may be issued at the end of each month for that month’s services.

Recruitment Fees: For recruitment placements, the fee becomes due once a candidate has accepted your job offer (or on the candidate’s start date, depending on what is agreed). We will issue an invoice at that point. If a candidate is offered a job through us but does not commence employment (e.g. they withdraw or you withdraw the offer prior to start), no fee will be charged (except in cases of misconduct or breach by the Client causing the collapse of the hire). For contractor placements where we payroll the contractor, we will invoice weekly or monthly for the contractor’s time as per timesheets, or you will pay the contractor’s invoices via us, according to the agreed arrangement.

Expenses: Any pre-approved expenses or disbursements incurred on your behalf (e.g. travel costs for on-site visits) will either be invoiced separately or added to the relevant service invoice with supporting detail.

Taxes: All fees are exclusive of VAT (Value Added Tax) and any other applicable taxes or governmental charges, unless expressly stated otherwise. If VAT is chargeable, it will be added at the appropriate rate and shown on the invoice. It is your responsibility as a business client to account for any reverse-charge VAT or other taxes if applicable to cross-border services. Consumers will be charged gross prices including VAT where required by law, and we will ensure any tax-inclusive pricing is clear.

Each invoice will set out the charges, the applicable tax, and the payment due date. Invoices will be sent to the billing contact you provide, either by email (our default method) or postal mail if requested.

Payment Terms

You agree to pay all invoices in full, in cleared funds, by the due date stated on the invoice. Our standard payment term is 30 days from the invoice date for business Clients, and immediate payment or within 14 days for Consumers (as services to Consumers may often be one-off or paid upfront). The payment term will be stated on your invoice or contract. Payment should be made via the method specified (we accept bank transfers (BACS/CHAPS), and may accept credit/debit card or direct debit for certain services). All payments must be made in the currency shown on the invoice (normally GBP).

If you have any bona fide dispute about an invoice (for example, you believe a charge is incorrect), you must notify us in writing before the payment due date, providing details of the dispute. We will investigate promptly. You are still obligated to pay any undisputed portion of the invoice by the due date. The parties shall seek to resolve invoice disputes in good faith, and we will issue a credit or adjusted invoice if an error is found.

For ongoing or subscription services, we may require you to set up a direct debit or automatic payment arrangement. By providing payment details, you confirm you are authorized to use that payment method and authorize us to charge the fees as agreed.

Late Payment and Consequences

Timely payment is essential. If any invoice remains unpaid past its due date and you have not notified us of a valid dispute:

Late Payment Interest (Business Clients): We reserve the right to charge interest on overdue amounts for business-to-business transactions at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998. This statutory interest is 8% per annum above the Bank of England’s base rate​, accruing daily from the due date until payment. We also may claim compensation for debt recovery costs as allowed by that Act. This statutory interest and compensation will be applied automatically (without the need for a separate demand) if payment is not received after the due date, unless a lower rate has been agreed in our contract (note: statutory interest cannot be applied if a contract specifies a “substantial remedy” or different interest rate).

Late Payment (Consumers): If you are a Consumer, we may charge a reasonable amount of interest on overdue payments (for example, interest at 4% above the base rate) to compensate for the delay, as permitted by law. We will not exceed any limits on consumer late payment fees/interest set by law. We also reserve the right to recover from you any direct costs we incur due to your late payment, such as bank charges for bounced cheques or similar, where lawful.

Suspension of Services: If payment is excessively late (more than 30 days overdue for a business, or in the case of a consumer, at least 14 days overdue after a reminder has been given), we may suspend any ongoing Services until all overdue payments (including any interest) are made. For example, we may stop work on an IT project, or suspend support services, or in the case of recruitment, withhold candidate introductions, until payment is brought up to date. We will notify you before suspension, providing a final opportunity to cure the non-payment (typically 7 days’ notice).

Collection and Legal Action: In the event an invoice remains unpaid beyond a significantly extended period (e.g. 60+ days for businesses), we may refer the matter to a collections agency or pursue legal action to recover the debt. You will be responsible for any reasonable legal fees or collection costs we incur in pursuing the debt, to the extent allowed by law. For Consumers, we will comply with pre-action protocols and only charge statutory court costs or as a court orders.

No Set-off (Business Clients): Business Clients are not entitled to withhold or set-off any portion of fees due to us against any amounts we might owe you, without our prior written agreement. All payments must be made without deduction. (Consumers may have certain set-off rights in law which are not excluded).

We value our client relationships and will attempt to work with you if you are having difficulty with payments, but we do expect prompt payment as a condition of providing the Services.

Intellectual Property Rights

This section addresses ownership and licensing of intellectual property (IP) in our Services, deliverables, and on our website.

Company Background IP: We retain all intellectual property rights in our pre-existing materials, methodologies, tools, software, know-how, and any generic or non-client-specific materials used or developed in the course of providing Services (“Company IP”). Except for any license expressly granted to you, nothing in these Terms transfers any ownership of Company IP to you. We may use and reuse our general know-how and expertise gained over the course of performing the Services for you, subject to our confidentiality obligations.

Client Materials: You may provide us with materials, data, software, documentation, branding (e.g. logos), or other content to be used during the project or to incorporate into a solution (“Client Materials”). You retain all ownership of your Client Materials. You grant us a non-exclusive, royalty-free license to use, reproduce, modify, and, if necessary, sub-license to our sub-contractors, the Client Materials solely for the purpose of delivering the Services to you. You warrant that you have the necessary rights in any Client Materials you provide, and that our use of them as permitted by you will not infringe any third-party rights. Any Client confidential information in such materials will be protected as described in Section 8 (Confidentiality).

Deliverables and Project IP: For any custom deliverables we create specifically for you as part of the Services (e.g. software code, network designs, reports, or other work products), we will grant you a license to use those deliverables, or assign ownership, depending on what is agreed in the service contract or below: By default (in the absence of a different agreement), business Clients are granted a perpetual, worldwide, non-exclusive license to use, copy, and modify the deliverables for their internal business purposes. This license becomes effective upon full payment of all fees for the applicable deliverables. We retain ownership of the underlying intellectual property, but you have broad rights to use it internally. Consumers are granted an equivalent license for personal use of any deliverables.

If the deliverables are specifically commissioned works (for example, custom software developed uniquely for you and explicitly paid for in full), we can on request assign ownership of the intellectual property in those deliverables to you. Any such assignment must be agreed in writing (e.g. in the project contract). Even after assignment, we reserve the right to use any general know-how or skills gained (but not your confidential information) and to use any generic components that are not unique to you, in future work for others.

Some deliverables may include or rely on our Company IP or third-party components that are not feasible to assign (for example, a report may include our standard analysis framework, or software may include open-source libraries). In such cases, we will instead provide you a license to use those components as needed to use the deliverable, but ownership of those components remains with us or the respective third party.

Recruitment Information: Our candidate database and related information we compile (such as candidate profiles, recommendations, and shortlists) are our confidential intellectual property. If you are a recruitment Client (employer), you receive certain information about candidates for the sole purpose of evaluating them for potential employment. You must not use candidate CVs or personal data for any other purpose, and you must not share candidate details with any other party (except internally as needed for evaluation) without our consent. If you hire a candidate, you may retain their information as needed for your employment purposes (subject to data protection law), but if a candidate is not hired, you should delete or return any personally identifying information, in line with data protection requirements and our instructions.

Website Content and License: The content on our Website, including text, images, graphics, logos, software, and layout, is owned by us or our licensors and is protected by copyright, database rights, trademark, and other intellectual property laws. We grant website users a limited, revocable, non-transferable license to access and view the content on our Website for personal or internal business use only, and not for any commercial re-use (except with our express permission). You may not copy, distribute, modify, or create derivative works from our website content without our prior written consent, except as allowed by law (such as brief quotations with attribution). Any use of our trademarks, service marks, or logos is strictly prohibited without our prior consent.

Feedback: If you provide us with suggestions, feedback, or ideas on improving our Services or Website, you agree that we may use and implement such feedback without obligation to you. Any improvements or new features developed as a result of your feedback are owned by us, and you are not entitled to any compensation for such suggestions.

Nothing in this Section 6 shall deprive a Consumer of any statutory rights in any content or software that is provided to them (for example, rights under consumer laws to reverse engineer purely for interoperability, etc., to the extent those rights cannot be contractually waived).

Data Protection and Privacy

Both parties agree to comply with all applicable data protection and privacy laws in relation to the Services. In this Section, “Data Protection Law” means the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, and any other applicable laws and regulations relating to the processing of personal data and privacy in any jurisdiction. Key points include:

Roles of Parties: For the personal data that we collect directly from individuals (such as contact details of clients, or candidate information for recruitment, etc.), we are an independent data controller and will process such data in accordance with our Privacy Policy. When we process personal data provided by or on behalf of a Client solely for the purpose of performing Services for that Client (for example, if you provide us with a list of employee contact details to set up user accounts as part of an IT project, or we handle candidate data on behalf of a client company), then in respect of that data, you are the data controller and we are your data processor. In such cases, we will only process the data on your documented instructions and in compliance with Article 28 UK GDPR requirements.

Our Privacy Policy: Our detailed Privacy Policy/Privacy Statement (available on our Website) explains what personal data we collect in the course of our business, how we use it, and the rights individuals have. By using our Services or website, you acknowledge that personal data will be processed in accordance with our Privacy Policy. For example, if you are a candidate using our recruitment service, our Privacy Policy explains how we collect and share your CV with potential employers, how long we keep your data, and how you can exercise your rights to access or delete your data. We will not use personal data for marketing purposes without a lawful basis (e.g. your consent or legitimate interests assessment) and you can opt-out of marketing at any time.

Data Processor Obligations: When we act as a data processor for a Client, we commit to the following (in line with UK GDPR Article 28 requirements): we will only process personal data on your documented instructions and for purposes necessary to perform the Services; we will ensure our staff are under confidentiality obligations; we will implement appropriate technical and organisational security measures to protect the data; we will not engage sub-processors without authorization and will impose the same data protection obligations on any approved sub-processor; we will assist you, where possible, in responding to data subjects’ rights requests and in meeting your UK GDPR obligations (such as breach notifications or impact assessments); and upon termination of the Services, at your choice, we will delete or return all personal data we have been processing for you (except to the extent we are required by law to retain it). These obligations will either be governed by a separate Data Processing Agreement (DPA) or be deemed included in these Terms such that this Section constitutes the required contract clauses. We confirm that we have sufficient technical and organisational measures in place to protect personal data – under UK GDPR, controllers must only use processors who guarantee they will implement appropriate measures to ensure GDPR compliance, and we meet this standard.

Data Security: We take security seriously. We maintain administrative, physical, and technical safeguards intended to protect personal data and other sensitive information in our custody against unauthorized access, loss, or alteration. For instance, we use encryption, access controls, secure development practices, and employee training to safeguard data. However, no system is 100% secure; if we become aware of a data breach affecting your personal data, we will notify you without undue delay and provide information and cooperation as required by law. You are responsible for ensuring that any login credentials or secure access methods we provide to you (for example, for a client portal or an online service) are kept confidential by you and not shared. Notify us immediately if you suspect any unauthorized access to your account or data.

Data Protection by Client: If you as a Client provide us with personal data (for example, employee details, customer data, or candidate personal information) you warrant that you have a lawful basis to do so and that you have complied with necessary transparency obligations (e.g. you have informed the individuals that their data will be shared with a service provider for the relevant purpose). If you are a business Client, you should have your own privacy notices and, where needed, consents for the data you ask us to process. We are not responsible for any data you provide that was collected by you unlawfully or without proper notice/consent. You will indemnify us for any loss we suffer as a result of processing personal data provided by you in violation of applicable law.

International Data Transfers: We primarily store and process data within the UK. If we (or any sub-processor we use) need to transfer personal data outside of the UK (or EEA, if applicable) to a country not deemed by the UK as providing an adequate level of data protection, we will ensure appropriate safeguards are in place (such as standard contractual clauses or other approved transfer mechanisms). We will inform you of any such requirement in our role as a processor to obtain any necessary authorizations.

Data Retention: We will not retain personal data longer than necessary for the purposes for which we process it. The retention periods for various categories of data are detailed in our Privacy Policy. For example, candidate data may be kept for a certain period in case of future opportunities, but candidates can request deletion at any time. Client project data may be retained for a period for support and record-keeping, but not indefinitely. When data is no longer needed, we will securely delete or anonymize it.

Confidentiality of Personal Data: Personal data is considered Confidential Information. We will treat all personal data we handle as confidential, and will ensure that only personnel who need to access the data to perform the Services are able to access it. We also expect you to treat any personal data you obtain from us (e.g. candidate information if you are a recruitment client, or login credentials we give you) as confidential and to comply with Data Protection Law in respect of that data.

CCTV/Monitoring (if applicable): This may or may not be relevant, depending on the nature of IT services. Include if needed, e.g., if we monitor premises. If as part of our IT solutions we implement any monitoring systems (such as CCTV, network monitoring, user activity logs, etc.) on your behalf, you are responsible for ensuring individuals are aware of such monitoring and for compliance with privacy laws in relation to that monitoring. We will configure and hand over such systems to you as the data controller once operational. For further details, please review our Privacy Statement. If you have any questions or requests regarding your personal data or need a data processing agreement in a specific form, you can contact us as provided in Section 15.

Confidentiality

During the course of our relationship, both you and we may receive confidential information from each other. “Confidential Information” means any information (in any form) that is not publicly available and is disclosed by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or which by its nature should reasonably be understood to be confidential. Confidential Information may include, for example: business plans, technical designs, network configurations, pricing, customer lists, personal data, candidate identities, reports, software source code, login credentials, or any other non-public information. The following terms apply to Confidential Information:

Obligation of Confidentiality: The Receiving Party shall keep all Confidential Information of the Disclosing Party strictly confidential and shall not disclose it to any third party except as permitted by these Terms. The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under these Terms (and not for any other purpose or its own benefit). This duty of confidence applies whether the information is disclosed in writing, orally, visually, or by any other means.

Permitted Disclosures: A Receiving Party may disclose Confidential Information of the Disclosing Party only to its own employees, officers, or professional advisors (or those of its group or subcontractors, as necessary) who need to know the information for the permitted purpose, and only if they are bound to confidentiality obligations at least as protective as those in these Terms. The Receiving Party will be responsible for any breach of confidentiality by any person to whom it discloses the Disclosing Party’s Confidential Information.

Exceptions: The obligations in this Section 8 do not apply to information that the Receiving Party can prove: (a) is or becomes publicly available through no fault of the Receiving Party (e.g. published without violation of this Agreement); (b) was known to the Receiving Party before disclosure by the Disclosing Party without any obligation of confidentiality; (c) is lawfully obtained by the Receiving Party from a third party who has the right to disclose it without restriction; or (d) is independently developed by the Receiving Party without reference to or use of the Confidential Information.

Required Disclosure by Law: If the Receiving Party is required by law, court order, or regulatory authority to disclose Confidential Information of the Disclosing Party, it may do so provided that (to the extent not prohibited by law) it gives the Disclosing Party prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party will disclose only the portion of Confidential Information legally required and will use reasonable efforts to ensure the information is afforded confidential treatment.

Duration of Confidentiality: These confidentiality obligations begin on disclosure and continue for a period of five years after the termination of our relationship or of the particular Service contract, whichever is later. However, trade secrets or highly sensitive technical or financial information shall remain confidential indefinitely, until such information falls under an exception above. Personal data shall be kept confidential indefinitely as required by data protection law.

Return/Destruction: Upon termination of our relationship or upon earlier request by the Disclosing Party, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s option) all of the Disclosing Party’s Confidential Information in its possession or control, including all copies (except for backup storage kept securely, or as required by law, or as archived by IT systems – which remains protected). Where information is stored in electronic form, the Receiving Party may, in lieu of destruction, securely erase or render such data inaccessible. The Receiving Party may retain one copy of Confidential Information if required for legal or audit purposes, subject to ongoing confidentiality obligations.

No Publicity: Neither party will use the other’s name, logo, or trademarks in any publicity or press release without prior written consent. (As an exception, we may usually list a business Client’s name or logo in our portfolio or client list for marketing purposes, unless you request in writing that we not do so. If you are a Consumer, we will not use your details for marketing without consent.) Any testimonials or case studies will be agreed separately.

Remedies: Both parties acknowledge that unauthorized disclosure of Confidential Information may cause substantial harm for which damages alone may not be an adequate remedy. In the event of any breach or threatened breach of this Section, the affected party shall be entitled to seek injunctive relief (or similar urgent legal remedy) in addition to any other rights and remedies available at law or in equity.

This confidentiality section does not limit either party’s rights or obligations under data protection law to protect personal data (which are addressed in Section 7). If there is a conflict between this section and the data protection section regarding personal data, the data protection obligations will prevail for personal data.

Warranties and Disclaimers

We want you to have confidence in our Services, but we must also set reasonable expectations. This section outlines the warranties (promises) we make about our Services and the limitations on those warranties, especially where the law permits different treatment for business Clients vs. Consumers.

Our Warranties

Service Quality: We warrant that we will provide the Services with reasonable care and skill, in a timely manner, and in accordance with these Terms and any specific agreements. This means our work will meet the standard of a competent professional in our industry. (For consumers, this warranty reflects your statutory right that services be performed with reasonable care and skill​). If we fail to meet this standard, and you inform us promptly, we will at our option re-perform the deficient Services or issue an appropriate refund for that portion of the Services, in accordance with your legal rights and Section 11 (Termination/Cancellation) below.

Conformity to Description: We warrant that our Services will conform in all material respects to any descriptions or specifications we provide. For example, if we described a network solution as having certain features, it will have those features, and if we agreed on a scope of work for consultancy, we will deliver the specified deliverables. For consumers, any information we provided to you and that you relied on (such as statements on our website or in correspondence about the Services) is binding and forms part of the contract, as required by the Consumer Rights Act 2015.

Personnel: We warrant that our personnel (including employees, contractors, and agents) assigned to perform the Services are qualified and have appropriate skills and experience. We also ensure that we have the legal right to engage in the business and provide the Services (e.g., we hold necessary licenses, and for recruitment, we comply with regulatory requirements as described in Section 3.3).

No Infringement (Intellectual Property): We warrant that to the best of our knowledge, and except for any Client Materials or third-party materials used, the deliverables or Services we provide will not knowingly infringe any third party’s intellectual property rights. If we use any third-party materials (including open source software), we will have the right to use them or will pass through a valid license to you. If a claim arises alleging that our deliverable infringes a UK intellectual property right, we will either secure the right for you to continue using it or modify/replace it so it becomes non-infringing, or if those are not feasible, take back the deliverable and refund any fee paid for it, in which case you must cease using it. This is your exclusive remedy for any IP infringement by our deliverables.

Your Warranties

Authority and Accuracy: You represent and warrant that you have the authority to enter into this agreement and to use or receive the Services. All information you provide to us (including during account registration, project onboarding, or recruitment processes) is accurate and complete to the best of your knowledge. For business Clients, you warrant that you are validly existing and in good standing as a business entity. If you are a consumer, you warrant that you are at least 18 years old (or if 16–17 and using recruitment services as a candidate, that you have necessary parental consent where required) and legally capable of entering into contracts.

Use of Deliverables: You warrant that you will use any deliverables or advice we provide in accordance with applicable law and for the purposes intended. For example, you will not use software we deliver in a way that violates license terms or export control laws; you will not use a report we provide in a misleading way or publish it without permission if it contains our confidential information.

Client Materials Warranty: If you provide any Client Materials (as defined in Section 6), you warrant that using those materials in connection with the Services will not infringe the rights (including IP rights) of any third party, and that any data in them has been collected and disclosed in compliance with data protection laws. You warrant that any account credentials or secure access provided to you (for our systems or your systems we need to access) will be used by you in accordance with security best practices (e.g., you will keep passwords confidential and notify us immediately of any breach or suspected misuse).

Recruitment-specific Warranties: If you are a hiring Client using our recruitment service, you warrant that you will comply with all applicable employment and equality laws in your interactions with candidates and in any hiring decisions (for example, not unlawfully discriminating based on protected characteristics, and providing a safe working environment). If you hire a candidate through us, you warrant that you will promptly inform us of the hiring and provide details needed for invoicing (such as the agreed salary/package for fee calculation, if applicable). If you are a candidate, you warrant that all information in your CV and communications is truthful and that you have the legal right to work in the jobs you seek.

Disclaimers

Except as expressly set out in these Terms or required by law, we do not make any other warranties or guarantees about the Services. To the fullest extent permitted by law, we exclude (for business Clients) all implied conditions, warranties, or other terms that might otherwise be implied by statute or common law. For Consumers, we do not exclude or limit any terms that cannot be excluded by law, but note the following clarifications:

No Implied Warranties (Business): If you are a business Client, we exclude any implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement, and any implied terms under the Sale of Goods Act or Supply of Goods and Services Act to the extent not mandatory. You acknowledge that you are contracting with us on the basis of the express warranties given herein and your own assessment of the Services’ suitability, and not in reliance of any other promises.

For Consumers: We remind you that nothing in these Terms affects the statutory guarantees you have. For example, services must be provided with reasonable care and skill, and if we fail to do so, you have the right to ask us to re-perform the service or get a reduction in price if re-performance is impossible or cannot be done within a reasonable time​. We do not exclude those rights. However, to the extent permitted by law, we will not be responsible for any loss or damage that is not foreseeable. “Foreseeable” means it is obvious it will happen or if, at the time the contract was made, both we and you knew it might happen (for instance, if you discussed it with us). We only supply our Services for your domestic and private use (if you are a Consumer) and not for any commercial re-sale by you, therefore we are not liable for business losses you may incur if you use our Services for commercial purposes without our agreement.

Specific Disclaimers: IT Services: We do not warrant that our IT solutions will be totally error-free or uninterrupted, or that all security threats will be eliminated (no network can be guaranteed 100% secure or available). We commit to the SLA standards in Section 4, but aside from those promises, the IT services are provided “as is”. For example, if we configure a firewall, we will follow best practices, but we cannot guarantee that a new, unknown virus or hacker will never breach it. You acknowledge that some residual risk is inherent in any IT system. We disclaim liability for problems caused by third-party services or internet outages or other external factors beyond our control.

Consultancy: Our consulting advice is based on the information available to us and on our expertise, but it is ultimately advisory. We do not guarantee that following our advice will yield any particular outcome or improvement to your business. Any projections or forecasts are estimates only. You are responsible for any business or strategic decisions you make following our consultations.

Recruitment: We strive to vet candidates thoroughly, but we cannot guarantee the performance, conduct, or future actions of any candidate you hire. We do not provide any warranty or guarantee that a candidate will remain in your employment or be suitable for your needs beyond the hiring process. Other than any replacement/refund guarantee explicitly offered, the hiring risk lies with the employer. Similarly, for candidates, we do not guarantee that an employer or job will meet your expectations or that a role will be secure or long-lasting. We provide a matchmaking service but cannot be responsible for the subsequent employment relationship.

Website: While we try to keep the information on our Website up-to-date and accurate, we do not guarantee that all content is free of errors or omissions. The Website is provided on an “as is” and “as available” basis for general information and use. We do not warrant that the Website or any content on it (including downloadable resources) is free from viruses or other harmful components, although we take reasonable precautions.

Third-Party Services: If our Services involve any recommendation or use of third-party services or products (such as cloud hosting providers, software, background check services in recruitment, etc.), we do not give any warranty or guarantee in relation to those third-party services. You will be subject to the third party’s own terms and warranties. We may assist you in making claims or getting support from third parties, but we are not responsible for their performance.

No Other Terms: Any condition or warranty which might be implied by law into these Terms (such as terms implied by the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982 for business contracts) is hereby excluded to the extent permitted. If you require any specific warranty or guarantee, this must be expressly agreed in writing as part of a separate service level or guarantee agreement.

Limitation of Liability

This section limits each party’s liability to the other for certain types of losses or breaches. Please read this section carefully to understand the extent of our liability. We do not seek to limit liability where it is unlawful to do so under UK law, and different limits apply depending on whether you are a business or a consumer.

Non-Excludable Liability

Nothing in these Terms shall limit or exclude either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of terms regarding title to goods (if applicable) under the Sale of Goods Act 1979 or Supply of Goods and Services Act 1982 (for business clients) or under the Consumer Rights Act 2015 (for consumers); or (d) any other liability which cannot be limited or excluded under applicable law. We acknowledge in particular that for Consumers, we cannot exclude or limit liability for failing to perform the Services with reasonable care and skill, or for providing misleading information, or for defective digital content that causes damage to your device or data (except where caused by your own fault or incompatibility), under consumer protection laws.

Exclusion of Certain Damages

Subject to 10.1 above, neither party shall be liable to the other for any of the following types of loss or damage arising under or in relation to this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise:

Indirect or Consequential Loss: Any losses that were not a direct result of our breach or that fall into the category of “consequential loss.” This includes, for business Clients, any loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or goodwill, or loss of or damage to data (except where we are processing your data as a Data Processor – in which case our separate Data Protection obligations apply). These types of losses are excluded even if the party had been advised of the possibility of such losses. We will not, for example, be liable to a business Client for lost profits or business interruption caused by an outage of the network we installed, except to the extent a service credit or specific remedy is provided under the SLA. For a Consumer, we do not exclude liability for losses that are foreseeable consequences of our breach – however, we will not be responsible for purely financial or economic losses that occur in business contexts as noted (since we are not providing the service for your commercial gain).

Special Damages: Any damages that might be considered punitive or exemplary (which would not typically apply in contract claims under English law in any event) are excluded to the fullest extent permitted. In summary, we are only responsible for losses that are a reasonably foreseeable consequence of our breach of these Terms or our negligence.

Liability Cap (Businesses)

If you are a Business Client, and subject to 10.1 and 10.2, our total aggregate liability to you for all claims arising under or in connection with this agreement or any Service (whether in contract, tort, negligence or otherwise) shall be limited to the total amount of fees paid or payable by you for the Services in the 12 months preceding the event giving rise to the claim (or, if the claim arises before 12 months of services have elapsed, the amount paid for that Service to date). If the claim relates to free services or website use where no fees have been paid, our total liability shall not exceed £100 (one hundred pounds). You agree that this liability cap is reasonable given the nature of the Services and the fees paid. If you would like us to assume greater liability, we can discuss adjusting the fees or obtaining special insurance, but such increase must be agreed in writing (for example, an option for higher liability cap in exchange for an additional fee).

Liability Cap (Consumers)

If you are a Consumer, we do not limit our liability to you for the types of loss that by law cannot be limited (as set out in 10.1). For other losses, where lawful, our liability to you will be limited to a reasonable amount. In many cases, our Services to consumers are relatively low in cost (e.g., advisory services or small IT fixes), and it would not be proportionate for us to be liable for a very large amount of loss. Therefore, to the extent permitted by law, if we are liable to you for any reason, and the law allows limitation of that liability, we limit our liability to no more than £10,000 (ten thousand pounds) in aggregate for all claims by you. We believe this is a fair maximum given the scope of our consumer services. However, this does not limit any rights you have to recover certain types of loss that cannot be limited. We mainly include this cap to clarify that we are a small/medium service provider and not able to insure against unlimited risks. Again, this does not affect your statutory rights.

Application of Limitations

The limitations and exclusions of liability in this Section 10 apply to liability arising under any legal theory (including breach of contract, negligence, misrepresentation, or any other tort or statutory cause of action) except to the extent expressly overridden. Each sub-clause in this Section is separate and independent from the others. If any part of this Section is found to be invalid or unenforceable, the rest of the limitations will still apply to the fullest extent allowed. We have determined the pricing of our Services and entered into this agreement in reliance on the limitations of liability and the allocation of risk between the parties set forth herein.

Your Liability to Us

We expect that in most cases, our liability to you is more relevant, but for completeness: you (the Client) also assume certain responsibility and potential liability under these Terms. If you are a business Client, you agree to indemnify and hold us harmless against any losses, damages, or costs (including reasonable legal fees) incurred by us as a result of any third-party claim arising from (a) your misuse of the Services or Website, (b) any materials you provide infringing a third party’s rights, or (c) your breach of these Terms or violation of any law or regulation in connection with your use of our Services. For example, if you provide us with data that you didn’t have the right to share and a third party sues us, you should cover our costs. If you are a Consumer, you will not be held responsible for losses we suffer except where you have breached these Terms or used the Services in a fraudulent or unlawful manner causing us loss (in which case you may be held accountable to the extent permitted by law).

Termination and Cancellation

This section explains how either you or we may end the agreement or cancel Services, including any notice requirements, and what happens after termination.

Termination by Either Party (for Breach or Cause)

Either party may terminate the agreement (or a specific Service contract under it) immediately by giving written notice to the other party if the other party commits a material breach of these Terms or the service agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after receiving written notice with details of the breach. A material breach is a serious breach that goes to the root of the contract, such as failure to pay (on your part) or a failure to perform fundamental obligations of the Service (on our part). If the breach is incapable of remedy (for example, a breach of confidentiality that has already happened), termination can be immediate.
Additionally, either party may terminate immediately upon written notice if the other party enters any form of insolvency, bankruptcy, receivership, or liquidation, or makes any arrangement with its creditors, or undergoes any analogous event indicating financial distress. We may also terminate the contract immediately if we reasonably determine that continuing to provide the Service would cause us to violate any law or regulation (for instance, if you are found to be using the Service for unlawful purposes, or sanctions laws prohibit us from working with you).

Termination for Convenience

By Client (Business): If you are a business Client, certain ongoing service agreements (like a managed IT services contract or ongoing consultancy retainer) might allow you to terminate for convenience (without specific cause) by giving us advance written notice (e.g., 30 days’ notice) after any agreed minimum term has passed. The possibility and notice period for no-fault termination should be set out in the specific service agreement. If not specified, then our default is that fixed-term contracts cannot be terminated for convenience during the term (aside from breach), but month-to-month or open-ended services can be terminated by you on 30 days’ notice.

By Client (Consumer): If you are a consumer, you have certain cancellation rights under law, especially for distance contracts. Cooling-Off Right: If you entered into this contract with us entirely by distance means (e.g., online or over the phone) and it is not a contract for urgent repair or customization, you generally have the right to cancel the contract within 14 days after the day the contract was formed (or after delivery of goods, if any) under the Consumer Contracts Regulations 2013. You do not need to give a reason. To exercise this right, you must inform us (e.g., by email or letter) of your decision to cancel within the 14-day period. We will then refund any payments received for services not yet performed. Exception: If you request us to begin the Services within the 14-day cooling-off period (e.g., you ask us to start work immediately), you acknowledge that if we complete the Services within that period you lose the right to cancel. If we have partially performed the Services and you then cancel within 14 days, you may be required to pay for the portion of Services provided up to the point of cancellation (this is allowed under the regulations). We will make any refunds due as soon as possible and in any event within 14 days of receiving your cancellation notice (or of us collecting any supplied goods back, if applicable). Aside from the statutory cooling-off, a consumer may terminate for convenience any ongoing service contract by giving us reasonable notice (no less than 14 days) unless a longer minimum term was agreed. We will not lock consumers into lengthy contracts without the ability to exit.

By Company: We reserve the right to terminate the agreement or any Service for convenience as well by providing written notice to you. We will typically only do this if necessary (for example, if we decide to discontinue a particular service offering, or there are ethical or compliance reasons compelling us to end the engagement). If we terminate without cause, we will refund any prepaid fees for services not yet rendered, on a pro-rata basis, and will assist in an orderly handover if applicable (e.g., provide you with your data). For recruitment services, if we decide to cease working on your open roles (without cause), there is generally no fee due unless a placement was already in process. Effect on Fees: If a contract is terminated for convenience by either party, you will generally be liable to pay for Services rendered up to the effective termination date, but no penalty or further fees (except if a specific contract had an early termination charge or minimum fee, which would be spelled out in that contract). We will provide a final invoice for any work completed or costs incurred prior to termination.

Consequences of Termination

On termination or expiration of the contract for any reason: Cessation of Services: We will cease providing the Services. Any licences granted to you to use our software or deliverables as part of the Services will continue or terminate as per the specific terms (for instance, if the license was perpetual, you may continue to use the deliverables; if it was tied to an ongoing subscription, it will end when the subscription ends). We will not knowingly disrupt your business and will aim for a smooth transition.

Return of Materials: Each party will promptly return or destroy (as requested) any property or materials of the other party in its possession. For example, you should return any of our loaned equipment or documentation, and we will return any of your equipment or data files. If we were hosting any of your data or systems, we will provide you a reasonable opportunity to retrieve your data (for instance, giving you an export of data) before wiping or deleting it, consistent with data protection obligations. We may retain a copy of deliverables or work products we created for our archival purposes, but these remain subject to confidentiality.

Payments Due: Termination does not affect any rights and liabilities that have accrued up to the termination date. You must pay for all Services rendered and costs incurred up to the date of termination. In the case of a material breach by you leading to termination, we may also be entitled to additional damages or remedies (for example, if you wrongfully cancelled a project, we might claim loss of profit on the remaining portion of the project). If we terminated without cause and you had pre-paid for future services, we will refund those amounts.

Recruitment Placements: If termination occurs, any candidates already introduced remain subject to our fee terms if subsequently hired by you. For example, if we terminate our recruitment services while candidates we presented are still under consideration, and you later hire one, our introduction fee terms survive termination (because the introduction already occurred). Conversely, if you terminate our engagement and later hire a candidate we submitted (within the agreed introduction period, e.g., 12 months), you must still pay the fee.

Surviving Clauses: The provisions of these Terms which by their nature are intended to survive termination (such as confidentiality, intellectual property rights, accrued rights to payment, limitations of liability, and any obligations in Section 13 (policies) that have ongoing effect) shall survive and continue to bind the parties. In particular, your obligation to pay outstanding fees and our obligations in relation to warranty (for work already done), confidentiality, data protection, and liability limitations remain in force. Assistance with Transition: In the event of termination, if you request and we agree, we can provide reasonable assistance (at our standard rates or as agreed) to transition services to you or to another provider. For instance, we might brief a new IT team assuming management of your systems, or hand over candidate information to another recruitment agency (with candidates’ consent). We’re committed to professionalism even at contract end.

After termination, neither party will have further obligations to the other under these Terms except as stated above. Termination is without prejudice to any rights or remedies either party may have for prior breaches.

Website Use and Acceptable Use Policy

In addition to the terms above governing our Services, this Section 12 governs your use of our website and any online platforms or accounts we provide. These provisions apply to anyone accessing our website or online services, whether or not they are a paying client.

Acceptable Use of Our Website/Systems

You agree to use our website and any online systems or portals we provide (such as a client login area or candidate application portal) only for lawful purposes and in accordance with this Acceptable Use Policy. You must not misuse our site or systems. Specifically, you agree not to:

Interfere with the Website: You will not attempt to damage, disrupt, or gain unauthorised access to any part of our website, our servers, or any related systems. This includes not introducing viruses, trojans, worms, logic bombs or any other material that is malicious or technologically harmful. You must not attack our site via a denial-of-service attack or distributed denial-of service attack. Any such action is a criminal offence under the Computer Misuse Act 1990 and we will report any suspected breaches to law enforcement authorities and co-operate fully with them (including disclosing your identity to them).

Prohibited Content: You must not use our site to transmit, upload, or post any material that is defamatory, obscene, offensive, hateful, or inflammatory. Harassing or abusive content, or content that promotes violence, discrimination (contrary to our EDI principles), or illegal activity, is strictly forbidden. If we provide interactive features (like a blog comment section or a forum), you must ensure your contributions are respectful and lawful. We reserve the right to moderate, edit, or remove any user-generated content that we deem inappropriate.

Intellectual Property Violations: You will not upload or share through our systems any content that infringes another person’s copyright, trademark, or other intellectual property rights. For example, do not post materials (like text, images, or code) that you do not have permission to use. If you do post any content (for instance, if we have a forum or you submit a review or testimonial), you warrant that you own or have rights to that content and you grant us a license to use it.

Unauthorised Access: You will not attempt to circumvent any access controls or security measures of our site. You will not impersonate any person or entity or misrepresent your identity or affiliation with any person. If you’re not authorized to access a certain part of the site, you should not attempt to do so (no “hacking” or password guessing).

Automated Use: You will not use any robot, spider, scraper, or other automated means to access our site for any purpose without our express permission. Additionally, you must not harvest or collect information from our site (such as others’ email addresses or contact details) by any automated means or attempt to spam other users.

Excessive Load: You will not use our site in a manner that could overburden or impair it (e.g., excessive usage of API if provided, or conducting load testing without permission). Our site is meant for ordinary use by human users and authorized integrated systems only.

Compliance: You agree to comply with all applicable laws and regulations regarding online conduct and acceptable content (including laws related to data export, privacy, and intellectual property). We reserve the right to suspend or terminate your access to our website or systems if we suspect any violation of this acceptable use policy, and to take any appropriate legal action.

User Accounts and Security

If you choose, or you are provided with, a user identification code, password, or any other piece of security information to access certain parts of our website or systems (for example, a client portal or a candidate account), you must treat such information as confidential. You must not disclose your password or login details to any third party. If you know or suspect that anyone other than you knows your user ID or password, you must promptly notify us so we can take steps to secure your account (such as suspending access or resetting credentials).
You are responsible for all activities that occur under your account, so please use a strong password and log out after using shared devices. We are not liable for any loss or damage arising from your failure to keep your account credentials confidential. We reserve the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have violated any provision of these Terms.
When registering for an account, you agree to provide true, accurate, current, and complete information about yourself (or your organization). Update your information to keep it accurate. We may refuse registration or cancel an account if we suspect false information or misuse.

Prohibited Activities (Website)

Without limiting the general acceptable use terms above, the following activities are expressly prohibited on our website and platforms:

Data Mining: Unauthorized data mining, scraping, or extraction of information from our site is prohibited. This includes using automated tools to gather data from our job listings or client information.

Frame or Mirroring: You may not frame our website within another website, or mirror our content on any other server without our prior written consent. Commercial Use: You may not use our website for commercial purposes unrelated to the Services we offer without permission. For example, you cannot advertise or sell unrelated products through our site’s user interactions. Any attempt to solicit business from other users of our site (outside of legitimate use of our Services) is not allowed.

Reverse Engineering: You must not reverse engineer, decompile, or disassemble any portion of our website or software, except where such activity is expressly permitted by law (and then only after giving us written notice). Introducing Malware: As stated, introducing viruses or malware is prohibited. If you knowingly introduce or allow the introduction of malware into our systems (for instance, by uploading infected files), you may be liable for any damage caused.

Improper Use of Contact Forms: If our site has contact forms (e.g., to request a quote or submit a CV), you must not use them to send unrelated messages, spam, or any content that violates these Terms. These forms are for legitimate inquiries relating to our Services only.

Third-Party Links and Resources

Our website may contain links to third-party websites or resources for your convenience (for example, links to technology partners, or articles of interest, or legal resources). Inclusion of any link does not imply endorsement or approval by us of the linked website or its content. We have no control over the content or availability of those third-party sites and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access third-party links, you do so at your own risk. We recommend you review the terms and privacy policies of any third-party sites you visit. If you come to our site from a third-party link, or if you are referred to us by a partner, these Terms still apply to your use of our site. We do not have responsibility for any arrangements you may have with any third parties.

Website Changes and Availability

We strive to keep our website available and updated, but we may occasionally need to suspend access for maintenance, updates, or technical issues. We reserve the right to update, modify, or discontinue any feature or part of our website at any time. We will try to give advance notice of significant changes or outages when feasible (for example, posting a maintenance notice). However, we are not liable if for any reason our site is unavailable at any time or for any period.
We may update the design, layout, or content of our website periodically. Content on our site may be out of date at any given time, and we are under no obligation to update it rapidly, although we aim to ensure information (especially about our Services) is accurate. If you notice any errors or issues on our site, you are welcome to inform us.

Downloadable Content and Digital Tools

If our website offers any downloadable content (for example, whitepapers, software tools, or templates), such content is provided “as is” without warranties (to the extent allowed by law). Downloads are at your own risk – you should use appropriate security and antivirus measures. Any software or tool provided may be subject to additional license terms which will be provided at the time of download. You agree to use any downloadable materials only in accordance with any accompanying license.

User-Generated Content (if applicable)

If our website allows users to post content (such as comments, reviews, or forum posts), the views expressed by other users on our site do not represent our views or values. We are not responsible for user-generated content, but we may monitor and remove content that violates our standards. If you believe any content on our site is unlawful or breaches these Terms, please notify us. We have procedures to address illegal content (such as defamatory statements or copyright infringement) and will act expeditiously to remove unlawful material once confirmed.
By posting any content on our website, you grant us a worldwide, royalty-free, perpetual license to use, reproduce, display, and distribute that content in connection with our site and services. You can revoke this license by removing the content or contacting us to remove it, but note that caching or references might remain temporarily.

Related Policies and Statements

We are committed to upholding high standards not only in how we deliver services but also in how we conduct our business ethically and lawfully. The following policies and statements are referenced in these Terms and are available on our website. They are incorporated herein by reference, meaning that by agreeing to these Terms you are also acknowledging these policies:

Privacy Policy

Our Privacy Policy (also called Privacy Statement) describes how we collect, use, and protect personal data. It covers data we collect through our website, in the course of providing Services, and for marketing. It outlines individuals’ rights under UK GDPR and the Data Protection Act 2018, including rights to access, rectify, or erase personal data, and how to exercise them. It also explains our use of cookies, which is further detailed in our Cookie Policy. We encourage you to read our Privacy Policy to understand our privacy practices. By using our Services or site, you consent to our collection and use of personal data as described in that policy (to the extent consent is required and not another lawful basis). If we update our Privacy Policy, we will notify users as required (e.g., via website notice or email for significant changes).

Cookie Policy

Our Cookie Policy provides detailed information about the cookies and similar technologies we use on our website, what they do, and how you can manage your cookie preferences. Under UK law (Privacy and Electronic Communications Regulations – PECR), we must obtain consent for non-essential cookies. Our site will normally display a cookie consent banner or tool when you first visit, allowing you to accept or reject cookies. The Cookie Policy explains the types of cookies (e.g., essential for site operation, analytics cookies, advertising cookies if any) and their purposes. By continuing to use our website with cookies enabled in your browser, you are agreeing to our use of cookies as described. You can withdraw consent or change settings at any time via our site’s cookie preference center or your browser settings.

Whistleblowing Policy

Our Whistleblowing Policy reflects our commitment to maintaining an ethical workplace and business. While primarily an internal policy for employees, we include it on our website to assure clients, candidates, and the public that we encourage the reporting of any wrongdoing or malpractice. The policy outlines how employees or others can confidentially report concerns about misconduct, illegal or unethical behaviour within the Company, without fear of retaliation. It covers issues like fraud, health and safety violations, harassment, or any breach of law or company codes. If you, as a third-party (such as a contractor or even a client), become aware of serious wrongdoing in connection with our business, you can use the channels described in the Whistleblowing Policy to report it. We will treat all such reports seriously and investigate as appropriate.

Modern Slavery and Human Trafficking Statement

We comply with the UK Modern Slavery Act 2015 and are committed to preventing modern slavery and human trafficking in our business and supply chains. Our Modern Slavery and Human Trafficking Statement (published annually, if required by law, or otherwise periodically) sets out the steps the Company has taken and continues to take to ensure modern slavery is not taking place in any part of our business or in our supply chains​. We conduct risk assessments of suppliers, provide training to staff to recognize signs of modern slavery, and have implemented controls in our procurement processes. We expect our partners and suppliers to adhere to the same high standards. By doing business with us, our Clients and suppliers are deemed to share in these values. If modern slavery or human trafficking is found or suspected, our statement outlines the actions we will take, including reporting to the authorities. Our statement is available on our website and is reviewed annually to evaluate our progress.

Equity, Diversity & Inclusion (EDI) Statement

We are firmly committed to equity, diversity, and inclusion in all aspects of our operations – from our hiring and internal policies to how we deliver services to Clients and interact with candidates. Our EDI Statement affirms that we do not tolerate discrimination or harassment on any protected characteristic (such as age, disability, gender reassignment, marriage/civil partnership, pregnancy/maternity, race, religion or belief, sex, sexual orientation – as outlined in the Equality Act 2010). We strive to create an inclusive environment where everyone is treated with respect and has equal opportunities. For our recruitment services, this means we seek diverse candidate shortlists and encourage our clients to focus on skills and merit. For our workplace, it means we promote equal opportunity and support underrepresented groups. The EDI Statement may highlight any specific initiatives or targets we have, and it underscores that we comply with all anti-discrimination laws. By engaging with us, you can expect that we will act in accordance with these principles, and we request that our clients and partners also uphold principles of equality and non-discrimination in their dealings with us (for instance, we expect hiring clients to judge candidates on qualifications and fit, without bias).

Environmental Policy Statement

We recognize the importance of environmental sustainability. Our Environmental Policy Statement outlines our commitment to minimizing our environmental impact and continually improving our environmental performance. Even as an IT and consultancy firm with a relatively low environmental footprint compared to heavy industries, we take steps such as: reducing waste (e.g., recycling electronics and paper), improving energy efficiency (e.g., using energy-saving equipment, cloud solutions with efficient data centres), minimizing travel or using greener travel options, and considering environmental credentials of our suppliers. We comply with all applicable environmental legislation (such as proper disposal of electronic waste under WEEE regulations). Our Environmental Policy includes goals like reducing carbon emissions related to our operations and possibly supporting environmental initiatives. We encourage our employees to be environmentally conscious and our clients to consider green IT solutions where feasible. While our environmental commitments might not directly impose obligations on clients, we may, for example, offer e-invoicing to save paper or suggest environmentally friendly options in our solutions. Our statement is available to view on our website, demonstrating our dedication to corporate social responsibility in the environmental realm.

These policies (13.1 through 13.6) do not directly impose additional obligations on you beyond those stated in these Terms, but they guide our company practices and ethos. We reference them here to be transparent about our values and to ensure you are aware of them. If you would like more detail on any policy, please refer to the full text of each on our website or request a copy from us.

General Provisions

Governing Law and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of England and Wales. This choice of law is made because our company is based in the UK and it provides consistency in how the agreement is interpreted.

If you are a business Client, you and we both irrevocably agree 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 or their subject matter. If you are a consumer, you and we agree that the courts of England and Wales will have jurisdiction (including if you live in Scotland or Northern Ireland, you may also bring proceedings in your local courts). We will not deprive consumers of any right they have to bring a claim in the courts of their home jurisdiction under applicable consumer protection laws. However, if you reside outside the UK, nothing prevents you from bringing a claim in England if you wish, and English law will still apply.

Force Majeure (Events Outside Our Control)

Neither party shall be liable for any delay in performing or failure to perform any obligation (except payment obligations) under these Terms if the delay or failure is caused by an event outside that party’s reasonable control. Such events are commonly referred to as “Force Majeure” events. Examples include: acts of God (e.g., flood, earthquake, extreme weather), fire, epidemic or pandemic (including government restrictions arising from such events), terrorist attack, war, civil commotion, acts of government or regulatory authorities (such as export or travel bans), national emergencies, strikes or other labour disputes (not involving only our workforce), failure of utility service or transportation, or failure of third-party telecommunications or data networks (like a major internet outage or cloud provider failure).

If a Force Majeure event occurs that affects the performance of a party’s obligations: the affected party shall notify the other as soon as reasonably possible, giving details of the event and its expected impact. The obligations of the affected party shall be suspended for the duration of the Force Majeure event, and time for performance extended accordingly. Both parties will use reasonable efforts to mitigate the effect of the event (for example, by finding workarounds or alternative supply arrangements). If a Force Majeure event continues for an extended period (e.g., more than 60 days) making it impossible to perform the contract, either party may have the right to terminate the contract upon written notice without liability (other than refunding any pre-payments for undelivered Services).

Changes to Terms

We may revise or update these Terms from time to time, especially to reflect changes in our Services or updates in law. If we make a significant change, we will notify Clients by appropriate means – for example, by posting a prominent notice on our website and/or emailing Clients for whom we have contact information. For ongoing contracts, we will give at least 30 days’ notice of material changes where feasible. If you are a consumer and a change to Terms materially disadvantages you, you may have the right to cancel the contract without penalty (for example, if we changed a key term in an ongoing service).

The latest version of the Terms will always be available on our website and will indicate the “Effective Date” at the top. By continuing to use the Services or website after any changes come into effect, you will be deemed to have accepted the revised Terms. If you do not agree to the changes, you should stop using the Services and may terminate the contract as per Section 11. We won’t change any Terms that have been specifically negotiated in a signed agreement with you except by mutual agreement.

Assignment and Subcontracting

You may not assign, transfer, or sub-license your rights or obligations under these Terms to any third party without our prior written consent (which we will not unreasonably withhold). This means, for example, a business Client cannot transfer their contract with us to another provider or a successor without our agreement, and a consumer cannot just hand over their service arrangement to someone else. However, if you are a business undergoing a re-organization or share sale, we will typically consent to assigning the contract to your successor entity provided it’s not to a competitor of ours and the obligations on the successor remain the same.

We may assign or transfer our rights and obligations under this agreement to another organization as part of a business transfer, merger, or reorganization, but we will notify you in such case and ensure that the assignment does not reduce your rights. We may also subcontract performance of parts of the Services to trusted subcontractors (for example, using an independent IT specialist for a portion of a project, or using freelance consultants or vetting services for recruitment). We remain responsible for the actions of any subcontractor we engage and will ensure any subcontractor is bound by obligations consistent with these Terms (especially confidentiality and data protection).

Third Party Rights

Except as expressly provided in these Terms, a person who is not a party to this agreement (i.e., not you or us) has no right to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999. This means that only you and we have legal rights under this contract. For example, if we have obligations towards candidates in recruitment, those obligations are either covered by a separate arrangement with the candidate or under data protection law, but the candidate cannot sue under this contract between us and the client. Likewise, if you have any affiliates or group companies benefiting from our Services, they are not parties to this contract unless agreed otherwise.

The exception is that if we have promised something in these Terms for the benefit of one of our affiliates or subcontractors (for instance, a clause excluding our liability also covers our employees and subcontractors), those individuals or entities can take advantage of the protection (i.e., they are intended third-party beneficiaries of that protection). However, the parties can vary or terminate this agreement without the consent of any third party, including any who might benefit from it.

Severability

If any provision (or part of a provision) of these Terms is found by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted or modified to the minimum extent necessary to make it valid and enforceable. The validity and enforceability of the other provisions of these Terms shall not be affected. In other words, the rest of the contract remains in effect even if one clause is struck out.

If a provision is found invalid due to a time period or scope (for instance, a restriction is too broad to be enforceable), the court or authority is invited to modify that provision to such extent as it deems necessary to render it enforceable (i.e., reduce scope or duration) and enforce it as modified, to the extent permitted by law.

No Waiver

No failure or delay by either party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy. Also, a single or partial exercise of any right or remedy will not preclude further exercise of that right or any other. In practice, this means if we do not immediately enforce a term (for example, not chasing a late payment right on the due date, or tolerating a minor breach), it does not mean we have waived our right to enforce it or any similar issues later. Any waiver of a breach of these Terms must be in writing and signed by the waiving party to be effective, and it will apply only to the specific instance stated.

Relationship of Parties

Nothing in this agreement is intended to, or shall, create a partnership, joint venture, or employment relationship between you and us. We are an independent contractor/supplier to you (or vice versa). Neither party is the agent of the other, and neither has any authority to make or enter into any commitments on the other’s behalf. For example, we cannot sign contracts on your behalf, and you cannot make promises to others on our behalf. In the context of recruitment, we act as an intermediary and not as an employer of candidates (unless specifically acting as an employment business for contractors).

Entire Agreement

These Terms, together with any specific Service contracts, order forms, or statements of work and any documents referred to therein (including the policies listed in Section 13), constitute the entire agreement between you and us relating to the subject matter. It supersedes and extinguishes all prior agreements, drafts, warranties, representations, or understandings between us, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement, it has not relied on any statement, promise, or representation not expressly set out in these Terms or incorporated documents.

If any pre-contractual statements or representations were made, neither party shall have any remedy for misrepresentation or misstatement that is not contained in this contract, except for any fraudulent misrepresentation (for which liability is not limited by this provision). This clause does not exclude liability for fraud or fraudulent misrepresentation.

Notices

Any formal notices or communications required under these Terms (for example, notice of termination, legal claims, or material breach) should be given in writing and in English. Notices to us should be sent to our registered office address (as given on our website or in our company details) or to our official contact email address info@networkxtech.com and marked to the attention of management. Notices to you will be sent to the address or email you provided in your account or contract. Notices delivered by hand or courier will be deemed received on delivery; if sent by first-class post within the UK, on the second business day after posting; if sent by airmail, on the fifth business day after posting; if emailed, on the day of transmission if sent before 5pm on a business day, or the next business day if sent later (provided no bounce or error is received).

For day-to-day operational communications (e.g., project updates, routine queries), email suffices. But for any notices of legal significance (like breach notices or termination), we recommend using a trackable delivery method and also sending via email for good measure.

Complaints and Dispute Resolution

We hope to provide excellent service. If you are unhappy with our Services or have a complaint, please inform us in writing (email is fine) and we will attempt to resolve the issue amicably. We have an internal complaints handling procedure, and for recruitment activities we adhere to relevant professional standards (if we are members of the Recruitment & Employment Confederation or similar, we follow their code of practice). We will acknowledge consumer complaints within a reasonable time and provide a substantive response (often within 15 business days).

If a dispute arises that cannot be resolved informally, the parties may consider alternative dispute resolution (ADR) methods such as mediation. Mediation is not mandatory in these Terms, but we may propose it to avoid costly litigation. If both parties agree, a neutral mediator can be appointed to facilitate a resolution. This does not remove the option to litigate if mediation fails.

For consumers: if we cannot resolve your complaint, you may have the right to refer it to an Alternative Dispute Resolution entity or use the UK Trading Standards or Citizens Advice for guidance. The European Commission also has an Online Dispute Resolution (ODR) platform for consumer disputes, but since we primarily operate in the UK, domestic channels are preferred.

Interpretation

In these Terms, the words “including” or “for example” shall be understood as “including without limitation”. References to statutes or legal provisions are to those as amended or re-enacted, and include subordinate legislation. Headings are for reference only. If these Terms are translated into another language, the English version shall prevail in case of conflict.

Should you have any questions about these Terms or need any clarifications, please contact us before using the Services. We recommend that business Clients have their legal counsel review these Terms to ensure they are fully understood. Consumers should read key sections concerning their rights (we’ve tried to write in plain language to assist).

Contact Information

If you have any questions, concerns, or notices to send regarding these Terms or any of our Services, please contact us using the details below:

NetworkX Technology Limited
Address: Suite 310e, East Wing, Sterling House, Langston Road, Loughton, IG10 3TS
Phone: 02039837422
Email: info@networkxtech.com

For privacy/data protection inquiries, you can reach our Data Protection Officer via the address above (mark correspondence “Attn: Data Protection Officer”). For support or service requests, please use info@networkxtech.com or the support portal link as provided when you signed up for the Service.
We value your business and feedback. Thank you for reading and agreeing to these Terms and Conditions. We look forward to successfully working with you while upholding the promises and obligations outlined above.

Contact for Concerns:
Email: info@networkxtech.com
Phone: 02039837422