Terms and Conditions
1. Definitions and Interpretation
In these Terms and Conditions, the following definitions apply unless the context requires otherwise:
"Agreement" means the written agreement between NETWISE LTD and the Client for the provision of Services, which incorporates these Terms and Conditions and any Statement of Work, proposal or other documents expressly incorporated by reference.
"Client" means the organisation or individual to whom NETWISE LTD provides or agrees to provide Services pursuant to an Agreement.
"Confidential Information" means all information disclosed by one party to the other in connection with the Agreement that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation technical information, business information, financial information, client lists, trade secrets, know-how and proprietary methods.
"Deliverables" means the documents, reports, designs, specifications, analyses, recommendations and other outputs produced by NETWISE LTD in the course of performing the Services, as specified in the relevant Statement of Work.
"Fees" means the fees payable by the Client to NETWISE LTD for the performance of the Services, as set out in the relevant Statement of Work or Agreement.
"Force Majeure Event" means any event beyond the reasonable control of a party, including without limitation acts of God, natural disasters, flood, fire, epidemic, pandemic, acts of war, terrorism, civil unrest, strikes or industrial action (other than by employees of the party seeking to rely on this clause), failure of third-party telecommunications or internet services, or actions of governmental authorities.
"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, service marks, business names, rights in designs, rights in get-up, rights to use and protect the confidentiality of Confidential Information, including know-how and trade secrets, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of such rights.
"NETWISE LTD" means NETWISE LTD, a company registered in England and Wales, with its principal place of business at Datum House, Electra Way, Crewe, CW1 6ZF, United Kingdom.
"Personnel" means any employee, contractor, consultant or associate of NETWISE LTD engaged in the performance of the Services.
"Pre-existing Materials" means all materials, methodologies, tools, frameworks, know-how and Intellectual Property Rights owned or licensed by NETWISE LTD prior to the commencement of any Agreement, or developed by NETWISE LTD independently of any specific Agreement.
"Services" means the professional services to be provided by NETWISE LTD as described in the Agreement, which may include computer systems design, systems architecture, IT infrastructure planning, technical consulting and advisory, systems integration, digital transformation, cybersecurity systems design, cloud infrastructure design, technical project management and related services.
"Statement of Work" means a document prepared by NETWISE LTD describing the scope of Services to be performed, the Deliverables to be produced, the timeline for performance, the Fees payable and any other terms applicable to a specific engagement.
In these Terms and Conditions, references to statutes or statutory provisions include references to those provisions as amended, re-enacted or replaced from time to time. References to persons include individuals, bodies corporate, partnerships, limited liability partnerships, firms, unincorporated associations and trusts. Words in the singular include the plural and vice versa. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
2. Basis of Agreement
These Terms and Conditions apply to all Agreements entered into by NETWISE LTD for the provision of Services to Clients, and form the basis of the contract between NETWISE LTD and each Client. They supersede and replace any prior agreements, representations, warranties, negotiations, discussions or understandings between the parties relating to the subject matter of the Agreement, whether oral or written.
In the event of any conflict between these Terms and Conditions and any Statement of Work, proposal, letter of engagement or other document forming part of the Agreement, the order of precedence shall be as follows: (i) any written amendment to these Terms and Conditions agreed in writing by both parties; (ii) the Statement of Work; (iii) these Terms and Conditions; (iv) any other documents incorporated by reference.
Any terms or conditions proposed by the Client that differ from or add to these Terms and Conditions shall not apply unless expressly agreed in writing by NETWISE LTD. The Client's acceptance of a Statement of Work or proposal, whether by signature, electronic confirmation, email or by instructing NETWISE LTD to commence Services, constitutes acceptance of these Terms and Conditions. No variation of these Terms and Conditions shall be effective unless made in writing and signed by authorised representatives of both parties.
3. Scope of Services and Statements of Work
The Services to be provided by NETWISE LTD are defined in the Statement of Work. Each Statement of Work will typically specify the following: the nature and scope of the Services; the Deliverables to be produced; the timeline for performance; the Fees and payment terms; any assumptions on which the scope and fees are based; any information, access, facilities or other contributions required from the Client; and any other specific terms applicable to the engagement.
NETWISE LTD will perform the Services with reasonable skill and care, using qualified and experienced Personnel with appropriate expertise for the nature of the Services. NETWISE LTD will use commercially reasonable efforts to deliver the Services in accordance with the timeline set out in the Statement of Work, subject to the assumptions and dependencies stated therein and the Client's fulfilment of its obligations under the Agreement.
NETWISE LTD shall have the right to make reasonable changes to the method or manner of performance of the Services provided that such changes do not materially affect the nature, quality or scope of the Services. If any change in applicable law or regulation necessitates a change in the Services, NETWISE LTD will notify the Client promptly and the parties will discuss in good faith any required modification to the Agreement.
Where the Client requests a change to the scope of Services after the Agreement has been executed, NETWISE LTD will assess the impact of the proposed change on the Deliverables, timeline, fees and any other relevant aspects of the Agreement and will produce a written change proposal for the Client's approval. No change in scope shall take effect until it has been approved in writing by authorised representatives of both parties. NETWISE LTD is not obliged to perform Services beyond the agreed scope until a change proposal has been accepted.
4. Client Obligations
The Client acknowledges that the quality and completeness of the Services depend in significant part on the Client's fulfilment of its obligations under the Agreement. The Client agrees to provide the following in a timely manner throughout the engagement.
The Client shall provide NETWISE LTD with all information, documentation, data, access to systems, access to premises and access to relevant Client Personnel that NETWISE LTD reasonably requests for the purpose of performing the Services. The Client warrants that all information provided to NETWISE LTD is accurate and complete to the best of its knowledge and undertakes to notify NETWISE LTD promptly if it becomes aware of any inaccuracy or material omission in information previously provided.
The Client shall designate one or more named representatives with sufficient authority and availability to engage with NETWISE LTD throughout the engagement, to provide decisions, approvals and feedback within the timescales reasonably required to meet the agreed project timeline, and to facilitate access to relevant Personnel, systems and information within the Client organisation.
The Client shall ensure that any information, data or materials provided to NETWISE LTD do not infringe the Intellectual Property Rights of any third party and do not breach any obligation of confidentiality or any applicable law. The Client shall indemnify NETWISE LTD against any claims, losses, costs or expenses arising from any breach of this warranty.
The Client shall be responsible for ensuring that any relevant internal stakeholders are appropriately involved in the project, that internal approvals are obtained in a timely manner, and that the organisation is prepared for change management activities associated with the implementation of any systems designed or recommended by NETWISE LTD.
Where NETWISE LTD's performance of the Services is delayed or adversely affected by the Client's failure to fulfil its obligations under the Agreement, NETWISE LTD may adjust the timeline, fees or scope of Services accordingly, subject to providing reasonable notice to the Client. NETWISE LTD shall not be in breach of the Agreement or liable for any consequences of such delay where the delay arises from the Client's failure to perform its obligations.
5. Fees and Payment Terms
The Fees payable for the Services are set out in the relevant Statement of Work. Unless otherwise stated, Fees are exclusive of value added tax (VAT), which will be added where applicable at the rate in force at the date of the invoice.
NETWISE LTD will invoice the Client for Fees in accordance with the payment schedule set out in the Statement of Work. Where no payment schedule is specified, invoices will be issued on a monthly basis in arrears. Invoices are payable within thirty days of the date of invoice, unless otherwise agreed in the Statement of Work.
Payment shall be made in pounds sterling (GBP) by bank transfer to the account specified on the invoice. Time of payment is of the essence. If the Client fails to make payment by the due date, NETWISE LTD reserves the right to charge interest on the overdue amount at the rate of eight percent per annum above the base rate of the Bank of England from time to time in force, calculated from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
In addition to interest, NETWISE LTD reserves the right to claim reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and any regulations made thereunder, where a Client fails to pay invoices by the due date.
NETWISE LTD reserves the right to suspend the performance of Services if any invoice remains unpaid for more than fourteen days beyond the due date, following written notice to the Client of NETWISE LTD's intention to do so. Suspension of Services in these circumstances shall not constitute a breach by NETWISE LTD of the Agreement.
Where the Statement of Work provides for a fixed fee engagement, the agreed fee is payable in full regardless of the time spent by NETWISE LTD in performing the Services, provided that the Services are performed in accordance with the agreed scope and the Deliverables are produced to the agreed standard. Where additional work is required as a result of changes in scope requested by the Client, such additional work will be charged at the rates set out in the change proposal approved by the Client.
All quoted fees and estimates are based on the assumptions, information and requirements available to NETWISE LTD at the time the Statement of Work is prepared. Where material changes in the Client's requirements, the scope of work or the complexity of the engagement arise after the Statement of Work is agreed, NETWISE LTD may propose revised fees. Any revised fees will be subject to the change management process described in Clause 3.
NETWISE LTD is entitled to recover reasonable expenses incurred in the performance of the Services, including travel, accommodation and subsistence costs, provided that such expenses are incurred in accordance with the expense provisions set out in the Statement of Work or agreed in advance with the Client. Expenses will be invoiced at cost with supporting receipts provided.
6. Intellectual Property Rights
Pre-existing Materials that NETWISE LTD brings to an engagement remain the sole and exclusive property of NETWISE LTD. NETWISE LTD grants the Client a non-exclusive, non-transferable licence to use such Pre-existing Materials as incorporated into the Deliverables, solely for the Client's internal business purposes and for the purposes described in the Agreement. The Client may not sub-licence, transfer or otherwise make available Pre-existing Materials to any third party without NETWISE LTD's prior written consent.
Subject to full payment of all Fees due under the Agreement, NETWISE LTD assigns to the Client all Intellectual Property Rights in the Deliverables that are newly created specifically for the Client in the course of the engagement, with the exception of any Pre-existing Materials incorporated therein. This assignment takes effect on the date on which full payment is received by NETWISE LTD. Prior to that date, the Client has no right to use the Deliverables beyond any limited use expressly authorised in writing by NETWISE LTD.
Where Deliverables incorporate open source software, third-party licensed materials or other materials not owned by NETWISE LTD, NETWISE LTD will identify such materials in the Deliverables and the Client's rights in relation to those materials are governed by the applicable open source licence or third-party licence terms. NETWISE LTD will use commercially reasonable efforts to ensure that any third-party materials incorporated into Deliverables are appropriately licensed for the Client's intended use as described in the Agreement.
The Client grants NETWISE LTD a royalty-free, non-exclusive licence to use any information, data and materials provided by the Client to the extent necessary for NETWISE LTD to perform the Services. NETWISE LTD will use such materials solely for the purpose of performing the Services and not for any other purpose.
NETWISE LTD retains the right to use, without restriction, the methodologies, skills, experience and general knowledge acquired in the course of performing Services. Nothing in these Terms and Conditions prevents NETWISE LTD from using such methodologies, skills, experience and general knowledge in the performance of services for other clients, provided that NETWISE LTD does not in doing so disclose the Client's Confidential Information or infringe the Client's Intellectual Property Rights.
7. Confidentiality
Each party undertakes to the other to keep confidential all Confidential Information received from the other party in connection with the Agreement, and to use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Agreement. Each party will protect the other party's Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, and in any event with no less than reasonable care.
The obligations of confidentiality do not apply to information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was rightfully known to the receiving party before disclosure by the disclosing party; (iii) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (v) is required to be disclosed by applicable law, court order or the order of a competent regulatory authority, provided that the receiving party gives the disclosing party maximum practicable prior written notice of such required disclosure and cooperates with the disclosing party in seeking appropriate protection for the information.
NETWISE LTD may disclose the Client's Confidential Information to Personnel on a need-to-know basis for the purpose of performing the Services, provided that such Personnel are subject to written obligations of confidentiality no less protective than those contained in these Terms and Conditions. NETWISE LTD remains liable for any breach of confidentiality by its Personnel.
The Client acknowledges that NETWISE LTD may reference the existence of an engagement with the Client in its marketing materials, website or proposal documents, subject to the Client's prior written consent and provided that no Confidential Information of the Client is disclosed. NETWISE LTD will not describe any engagement in more detail than the Client has expressly approved in writing.
The confidentiality obligations in this Clause 7 shall survive the termination or expiry of the Agreement for a period of five years.
8. Data Protection
Both parties agree to comply with all applicable data protection legislation in connection with their obligations under the Agreement, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Each party is responsible for ensuring that its own processing of personal data in connection with the Agreement complies with applicable data protection legislation.
Where NETWISE LTD processes personal data on behalf of the Client in the course of performing the Services, NETWISE LTD acts as a data processor and the Client acts as a data controller. In such circumstances, the parties will enter into a data processing agreement that complies with the requirements of Article 28 UK GDPR, setting out the subject matter, duration, nature and purpose of the processing, the types of personal data involved and the categories of data subjects. NETWISE LTD will process personal data only on the documented instructions of the Client and will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage.
Where NETWISE LTD processes personal data in its own right as a data controller for the purposes of managing its business relationship with the Client, such processing is governed by NETWISE LTD's Privacy Policy available at netwise.wiki.
9. Warranties and Representations
NETWISE LTD warrants that: (i) it has the authority to enter into the Agreement and to perform the Services; (ii) it will perform the Services with reasonable skill and care; (iii) to the best of its knowledge, the Deliverables as provided to the Client will not infringe the Intellectual Property Rights of any third party; and (iv) the Personnel assigned to perform the Services have the skills and experience appropriate to the nature of the work.
NETWISE LTD does not warrant that the Services or Deliverables will achieve any specific business outcome. The performance and results of any system designed or recommended by NETWISE LTD depend upon a range of factors, including the quality and accuracy of information provided by the Client, the capabilities of the technology and vendors selected, the effectiveness of the Client's implementation activities and the quality of the Client's operational management of the resulting system. NETWISE LTD's warranties and representations are limited to the matters specifically stated in these Terms and Conditions and in the Agreement.
All implied warranties, conditions or representations not expressly stated in these Terms and Conditions are excluded to the fullest extent permitted by applicable law.
The Client warrants that: (i) it has the authority to enter into the Agreement; (ii) it has the right to provide to NETWISE LTD all information, data and materials provided in connection with the Services; (iii) all information provided to NETWISE LTD is accurate and complete to the best of the Client's knowledge; and (iv) it will perform its obligations under the Agreement in a timely and cooperative manner.
10. Liability
Nothing in these Terms and Conditions excludes or limits the liability of either party for: (i) death or personal injury caused by that party's negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot lawfully be excluded or limited under applicable law; or (iv) any breach of the confidentiality obligations in Clause 7.
Subject to the preceding paragraph, the total aggregate liability of NETWISE LTD to the Client under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the total Fees paid or payable by the Client to NETWISE LTD under the Agreement in the twelve-month period immediately preceding the event giving rise to the claim, or, if the engagement is less than twelve months old, the total Fees paid or payable under the Agreement.
Subject to the first paragraph of this Clause 10, NETWISE LTD shall not be liable to the Client for any indirect, special, consequential or punitive loss or damage, including loss of profits, loss of revenue, loss of business, loss of data, loss of anticipated savings or loss of goodwill, whether arising in contract, tort or otherwise, even if NETWISE LTD has been advised of the possibility of such loss or damage.
The Client agrees that the limitations of liability set out in this Clause 10 are reasonable having regard to the nature of the Services, the Fees payable and the availability and cost of insurance, and the Client acknowledges that these limitations form an integral part of the commercial basis on which NETWISE LTD is prepared to provide the Services.
The Client shall take all reasonable steps to mitigate any loss or damage arising in connection with any actual or anticipated breach of the Agreement or any other event giving rise to a claim against NETWISE LTD.
Any claim by the Client against NETWISE LTD arising under or in connection with the Agreement must be commenced within two years of the date on which the Client became aware or should reasonably have become aware of the event or circumstances giving rise to the claim, and in any event no later than three years after the date of the final invoice issued by NETWISE LTD under the relevant Agreement.
11. Indemnity
The Client shall indemnify, defend and hold harmless NETWISE LTD and its Personnel from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from: (i) any breach by the Client of its obligations, warranties or representations under the Agreement; (ii) the Client's use of the Deliverables in a manner not authorised by or inconsistent with the Agreement; (iii) any infringement of third-party Intellectual Property Rights arising from any information, data or materials provided by the Client to NETWISE LTD; or (iv) any gross negligence, wilful misconduct or unlawful act or omission of the Client or any of its Personnel.
NETWISE LTD shall indemnify, defend and hold harmless the Client and its Personnel from and against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from any infringement by the Deliverables of the Intellectual Property Rights of a third party, provided that such infringement does not arise from the Client's use of the Deliverables in a manner not authorised by or inconsistent with the Agreement or from any information, data or materials provided by the Client.
12. Term and Termination
The Agreement commences on the date it is executed or, if the Client instructs NETWISE LTD to commence Services before a formal agreement is executed, on the date on which NETWISE LTD commences performance, and continues until the Services have been completed and all Deliverables have been provided, unless earlier terminated in accordance with this Clause 12.
Either party may terminate the Agreement on written notice if the other party commits a material breach of the Agreement and, if the breach is capable of remedy, fails to remedy that breach within thirty days of receiving written notice specifying the breach and requiring it to be remedied.
Either party may terminate the Agreement immediately on written notice if the other party: (i) is unable to pay its debts as they fall due or is deemed unable to pay its debts within the meaning of the Insolvency Act 1986; (ii) passes a resolution for or is subject to an order for winding up, administration or receivership; (iii) makes an arrangement or composition with its creditors generally; or (iv) undergoes any analogous procedure in any jurisdiction.
NETWISE LTD may terminate the Agreement on thirty days' written notice to the Client at any time, for any reason or for no reason, provided that NETWISE LTD shall complete and deliver any Deliverables that are substantially complete at the date of the notice unless the Client requests otherwise. NETWISE LTD shall be entitled to payment for all Services performed and Deliverables produced up to the effective date of termination.
The Client may terminate the Agreement for convenience on thirty days' written notice to NETWISE LTD, provided that the Client pays all Fees accrued and due up to the effective date of termination, together with all Fees for work in progress at the date of termination, calculated at the applicable daily rate for the time spent, and any reasonable costs incurred by NETWISE LTD as a direct result of the termination that cannot be mitigated.
On termination or expiry of the Agreement for any reason: (i) each party shall promptly return or destroy (at the disclosing party's election) all Confidential Information of the other party; (ii) NETWISE LTD shall provide to the Client all Deliverables completed up to the date of termination; (iii) all provisions of the Agreement that by their nature should survive termination shall continue in full force and effect, including without limitation Clauses 6, 7, 8, 10, 11, 14 and 15.
13. Force Majeure
Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations where such failure or delay arises from or is attributable to a Force Majeure Event. The party seeking to rely on this Clause must notify the other party as soon as reasonably practicable of the Force Majeure Event and its expected duration, and must use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.
If a Force Majeure Event continues for a period of sixty days or more, either party may terminate the Agreement on written notice to the other party. In such circumstances, NETWISE LTD shall be entitled to payment for all Services performed and Deliverables produced up to the date of termination.
14. Dispute Resolution
The parties agree to use their best efforts to resolve any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, through good-faith negotiation between senior representatives of each party. Either party may initiate the negotiation process by delivering written notice to the other party describing the dispute in reasonable detail. The parties shall commence negotiations within ten working days of receipt of such notice and shall negotiate in good faith for a period of at least twenty working days before either party commences formal legal proceedings.
If the parties are unable to resolve the dispute through negotiation within the prescribed period, either party may commence formal legal proceedings in the courts of England and Wales in accordance with Clause 15. Nothing in this Clause 14 prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where such relief is necessary to prevent or mitigate immediate and irreparable harm.
15. Governing Law and Jurisdiction
These Terms and Conditions and any Agreement into which they are incorporated shall be governed by and construed in accordance with the laws of England and Wales. Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with these Terms and Conditions or any Agreement, subject to the dispute resolution procedure in Clause 14 and the right of either party to seek urgent interim relief in any appropriate jurisdiction.
16. Assignment and Subcontracting
The Client may not assign, transfer or subcontract any of its rights or obligations under the Agreement without the prior written consent of NETWISE LTD. NETWISE LTD may assign or transfer its rights under the Agreement to a successor entity in connection with a merger, acquisition or sale of all or substantially all of its assets, on notice to the Client, provided that the successor entity assumes all obligations of NETWISE LTD under the Agreement. NETWISE LTD may engage subcontractors or associates to perform elements of the Services, subject to maintaining appropriate confidentiality and quality obligations. NETWISE LTD remains responsible for the performance of the Services regardless of any subcontracting arrangement.
17. Entire Agreement and Variation
The Agreement, comprising these Terms and Conditions and any applicable Statement of Work, constitutes the entire agreement between the parties in relation to the subject matter of the Agreement and supersedes all prior representations, negotiations, discussions, correspondence and agreements between the parties relating to that subject matter. Each party acknowledges that it has not relied on any representation, warranty or assurance of the other party except those expressly set out in the Agreement.
No variation to the Agreement shall be effective unless it is in writing and signed by authorised representatives of both parties.
18. Notices
Any notice given under or in connection with the Agreement shall be in writing and shall be delivered by hand, sent by first-class post, or sent by email with read receipt confirmation, to the address of the intended recipient as specified in the Agreement or as notified in writing from time to time. Notices delivered by hand shall be effective on delivery. Notices sent by first-class post shall be deemed effective on the second working day after posting. Notices sent by email shall be effective on the date on which the read receipt is received.
19. Waiver
No failure or delay by either party in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver is only effective if it is in writing and signed by the waiving party.
20. Severance
If any provision of these Terms and Conditions is found by any court or other competent authority to be invalid, unlawful or unenforceable, that provision shall, to the extent required, be severed from the Agreement and shall be deemed not to form part of it. The validity, lawfulness and enforceability of the remaining provisions of these Terms and Conditions shall not be affected or impaired in any way.
21. Third-Party Rights
A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, except that the indemnity provisions in Clause 11 may be enforced by Personnel of NETWISE LTD as intended third-party beneficiaries, subject to the limitations of liability in Clause 10. The parties may rescind or vary the Agreement without the consent of any third party.
22. Contact and Administration
All enquiries relating to these Terms and Conditions, including disputes, amendments and notices, should be addressed to:
NETWISE LTD
Datum House, Electra Way
Crewe, CW1 6ZF
United Kingdom
Email: info@netwise.wiki
Telephone: +44 7761 711302
These Terms and Conditions should be read together with our Privacy Policy, our Cookie Policy and our Terms of Service, all of which are available on our website at netwise.wiki.