Terms of Service

Introduction and Parties

These terms are between you, the user or client, and YTR INNOVATION LTD, a company registered in the United Kingdom with its registered and trading address at 110 Grove Road, Walthamstow, London - E17 9BY, United Kingdom (GB). The company operates as a computer integrated systems design consultancy and provides the services described on this website.

These terms apply alongside any written proposal, statement of work or services agreement that the parties sign. Where a signed agreement conflicts with these terms, the signed agreement takes priority for the matters it covers. No other terms are incorporated unless the company agrees to them in writing.

The company may update these terms from time to time. The version in force is the one published on this page at the time you use the website or enter into an engagement. The company will provide reasonable notice of material changes where an ongoing engagement is affected.

Definitions

In these terms, the company means YTR INNOVATION LTD. The client means the person or organisation that engages the company or uses the website. Services means the consultancy, design, integration, support and related work provided by the company.

Deliverables means the documents, software, configurations, designs and other materials produced by the company for the client under an engagement. Agreement means the combination of these terms and any signed proposal, statement of work or services agreement.

Business day means a day other than a Saturday, Sunday or public holiday in the United Kingdom. Writing includes email and other durable electronic forms of communication. A reference to a statute includes any amendment or replacement of it.

The singular includes the plural and the plural includes the singular. Headings are for convenience only and do not affect interpretation. Where a word or phrase is defined, other grammatical forms of it have a corresponding meaning.

Use of This Website

The company grants you a limited, revocable, non-exclusive licence to access and use this website for lawful purposes. You may view, download and print pages for your own reference or for internal business use, provided that you do not remove any copyright or other proprietary notices.

You must not use the website in any way that causes damage to it, interferes with its availability, or attempts to gain unauthorised access to any part of it or to any system connected to it. You must not introduce malicious code, scrape the site in a manner that imposes an unreasonable load, or use automated tools to extract content at scale without written permission.

The company may suspend, withdraw or change any part of the website without notice. The company does not guarantee that the website will always be available or free from errors, and it may restrict access to some parts of the site.

You are responsible for ensuring that your equipment and connections are suitable for accessing the website, and for taking your own precautions against harmful material.

Formation of Engagements

A contract for services is formed when the company and the client sign a written proposal or statement of work, or when the company confirms in writing that work may begin. A price indication given before that point is an invitation to negotiate and does not create a binding obligation to supply.

Where a client issues a purchase order, that order is treated as an offer to buy the services on these terms. The company acceptance of the order, whether by written confirmation or by beginning the work, forms the contract, and any conflicting terms on the client order do not apply.

The company may decline an engagement at its discretion, including where the request falls outside its areas of expertise, where a conflict of interest exists, or where accepting the work would require it to act unlawfully.

Where the parties agree a variation to an engagement, that variation must be recorded in writing and signed by both parties, or confirmed by the company in writing following a written request from the client.

Scope of Services

The services may include enterprise systems integration, cloud infrastructure design, managed IT support, cybersecurity assessment, data platform engineering and digital transformation consulting. The specific scope for an engagement is set out in the relevant proposal or statement of work.

The company performs the services with reasonable skill and care, applying the standards of a competent systems design consultancy. The company follows the operating method described on this website, which includes surveying the estate, designing the integration, proving the route and handing over a written method.

Unless the agreement states otherwise, the scope does not include work on third party contracts, hardware supply, legal or regulatory advice, or any activity outside the agreed deliverables. Where the client requires additional work, the parties will agree a variation before that work begins.

The company may use suitably qualified subcontractors to perform part of the services. The company remains responsible to the client for the work performed under the agreement and ensures that subcontractors are bound by appropriate confidentiality and security obligations.

Client Obligations

The client agrees to provide accurate and complete information about its systems, requirements and constraints, and to give the company reasonable access to the personnel, systems and documentation needed to perform the services. Delays caused by a failure to provide these things may affect the timeline and may result in additional costs.

The client agrees to obtain any consents, licences and authorisations required for the company to perform the work, including permission to access third party systems and to process the information involved. The client is responsible for the accuracy of any instructions it gives.

The client agrees to nominate a decision maker who may approve deliverables and variations on behalf of the client, and to respond to reasonable requests for decisions within a reasonable time so that the engagement can progress.

The client agrees not to use the deliverables in a manner that infringes the rights of others, and not to ask the company to act in a way that would breach any law or contract. The client is responsible for reviewing deliverables before putting them into production.

Fees and Payment

The fees for an engagement are set out in the relevant proposal or statement of work. Unless stated otherwise, fees are exclusive of value added tax and other applicable taxes, which the client must pay in addition. The company may charge for reasonable expenses incurred in the course of the work, where those expenses have been agreed in advance.

Invoices are payable within the period stated on the invoice, or if no period is stated, within thirty days of the invoice date. Payment must be made in the currency shown on the invoice and without any deduction or set off unless the law requires otherwise.

Where an engagement is delivered on a time and materials basis, the company will keep a record of time spent and will report it to the client on request. Where an engagement is delivered for a fixed price, the price covers the deliverables described in the statement of work and no more.

Late payment may attract interest at the rate permitted by law and may result in the suspension of services until the account is brought up to date. The company reserves the right to require a deposit before beginning work and to set credit limits for ongoing engagements.

Delivery and Timelines

The company will use reasonable efforts to meet any timeline agreed with the client. Timelines are estimates unless the agreement expressly states that a date is fixed, and they depend on the client fulfilling its obligations and on the cooperation of third parties.

Where the delivery of a stage depends on a decision, an approval, a data set or an access being provided by the client, the timeline for that stage begins only when the dependency has been met. The company will tell the client about any delay that becomes apparent and will propose a revised plan.

The company may deliver a stage in parts and may make changes to the planned sequence where this improves the outcome, provided that the overall scope and price are not materially altered without the client agreement.

Where the client requested changes after the timeline was agreed, the company will assess the effect on cost and schedule and will agree a variation before proceeding with the change.

Acceptance and Defects

Where a deliverable is subject to acceptance, the client will review it within the period stated in the agreement, or if no period is stated, within a reasonable time. The client will notify the company in writing of any defect that prevents the deliverable from meeting the agreed requirements.

A deliverable is treated as accepted when the client confirms acceptance in writing, uses the deliverable in production, or does not raise a material defect within the review period. The company will correct genuine defects that fall within the agreed scope at no additional charge.

The company is not obliged to correct a defect caused by the client, by a third party, by a change to a third party system, or by use of the deliverable outside the agreed conditions. Where such work is requested, the company may provide it as a variation.

Following acceptance, ongoing maintenance and support, if required, are provided under a separate agreement or under the terms of the relevant support schedule.

Intellectual Property

Each party retains the intellectual property it already owned before the engagement. The company retains ownership of its background methods, templates, tools, frameworks and know how, together with any improvement to them, whether or not they are used in the engagement.

Where the client has paid the fees for a custom deliverable, the company assigns to the client the intellectual property rights it owns in that deliverable, on completion of payment. This assignment does not extend to the company background materials embedded in the deliverable, which the client may use as part of the deliverable but may not extract or reuse independently.

The company grants the client a perpetual, non-exclusive licence to use its background materials to the extent necessary to use and maintain the deliverables. The client grants the company a licence to use the client materials provided for the engagement solely to perform the services.

The client must not remove any proprietary notice from a deliverable, and must not reverse engineer any part of the company background materials except as permitted by law. The company may reuse generic knowledge and skills acquired during an engagement, provided that it does not reveal confidential information.

Confidentiality

Each party may receive confidential information from the other in the course of the engagement. Confidential information means information that is marked as confidential or that a reasonable person would understand to be confidential from the circumstances of its disclosure.

Each party agrees to keep the confidential information of the other secure, to use it only for the purposes of the engagement, and to disclose it only to employees, officers, agents or subcontractors who need to know it and who are bound by obligations at least as protective as these terms.

Confidential information does not include information that is or becomes public through no fault of the receiving party, that was lawfully known before disclosure, or that is independently developed without use of the confidential information. Where disclosure is required by law, the receiving party will give notice where it is permitted to do so.

These confidentiality obligations survive the end of the agreement for the period stated in it, or if none is stated, for five years from the date of disclosure.

Data Protection

Each party will comply with the data protection laws that apply to it. Where the company processes personal information on behalf of the client, the company acts as a processor and the client acts as a controller, and the parties will enter into a written processing agreement that sets out the subject matter, duration, nature and purpose of the processing.

The company will process personal information only on the documented instructions of the client, will apply appropriate technical and organisational measures to protect it, and will assist the client in responding to requests from individuals and in meeting its own obligations under data protection law.

The company will notify the client without undue delay if it becomes aware of a personal data breach affecting the client information, and will provide the information the client needs to meet its own notification duties. The company will not transfer personal information outside the agreed locations without the client written agreement and appropriate safeguards.

On the end of the engagement, the company will return or delete the personal information it holds on behalf of the client, in line with the processing agreement and the client instructions, unless the law requires it to keep it.

Third Party Materials

The services may involve third party software, platforms, hardware or data. Such materials are supplied subject to the terms of the relevant third party, and the company is not responsible for the performance, availability or licensing of those materials.

The client is responsible for obtaining any licences, subscriptions or permissions required for third party materials used in the engagement, and for paying any fees associated with them, unless the company has agreed in writing to arrange them on the client behalf.

Where a third party changes its product, withdraws a service or alters its terms in a way that affects a deliverable, the company will tell the client and, if requested, provide a variation to address the change. The company is not liable for any loss caused by such a third party change.

Links to third party websites on this site are provided for convenience only and do not imply endorsement. The company does not control and is not responsible for the content of those sites.

Warranties

The company warrants that it has the right and authority to enter into the agreement, that it will perform the services with reasonable skill and care, and that the deliverables will materially conform to the requirements described in the statement of work at the time of delivery.

The company does not warrant that the deliverables will be error free, that every defect will be corrected, or that the deliverables will operate without interruption. The company does not warrant that a security measure will prevent every possible attack, though it applies recognised good practice.

Except as expressly stated in these terms or in the agreement, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted. Nothing in these terms excludes any liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, or for fraud.

The client warrants that it has the right to provide the information and materials it supplies to the company, and that the company use of them as contemplated by the agreement will not infringe the rights of any third party.

Limitation of Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

Subject to the paragraph above, the company is not liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of data, loss of goodwill, or for any indirect or consequential loss, whether arising from breach of contract, negligence or otherwise.

Subject to the paragraphs above, the total liability of the company under or in connection with the agreement, whether in contract, tort or otherwise, is limited to the total fees paid by the client to the company under the relevant engagement in the twelve months preceding the event giving rise to the claim.

The company is not liable for any failure or delay caused by the client or by a third party, or for any loss that the client could have avoided by taking reasonable steps. Each provision of this clause operates separately, and if one part is found to be unreasonable the others remain in force.

Indemnity

The client agrees to indemnify and keep indemnified the company against any loss, damage, cost or expense arising from a claim that the company use of the information, materials or instructions supplied by the client infringes the rights of a third party, or from the client use of a deliverable in breach of the agreement or of the law.

The company agrees to indemnify and keep indemnified the client against any loss, damage, cost or expense arising from a claim that the company background materials, used in accordance with the agreement, infringe the intellectual property rights of a third party.

The party seeking indemnity must notify the other promptly of any claim, must not admit liability or settle the claim without the other agreement, and must give the other reasonable assistance in defending the claim. The indemnifying party may take over the defence of the claim where it wishes to do so.

The indemnities in this clause do not apply to the extent that the claim arises from a modification of a deliverable by a party other than the indemnifying party, or from use of a deliverable in combination with something not contemplated by the agreement.

Term and Termination

The agreement begins on the date it is formed and continues until the services are complete or until it is terminated in accordance with this clause. A fixed term engagement ends at the end of that term unless renewed by written agreement.

Either party may terminate the agreement immediately by written notice if the other commits a material breach that is not remedied within thirty days of a written request to remedy it, or if the other becomes insolvent or ceases to trade. The client may terminate for convenience on the notice period stated in the agreement, or if none is stated, on thirty days written notice.

On termination the client must pay for all work performed and all costs committed up to the effective date, including any non-cancellable commitments properly incurred. Each party must return or securely destroy the confidential information of the other on request, subject to any legal or professional retention requirement.

Clauses dealing with confidentiality, intellectual property, data protection, liability, indemnity and governing law survive the end of the agreement.

Force Majeure

Neither party is liable for a failure or delay in performing its obligations caused by an event beyond its reasonable control. Such events include natural disaster, epidemic, war, civil unrest, industrial action, failure of a utility or network, and the acts of government or a regulator.

The affected party will notify the other as soon as reasonably possible and will use reasonable efforts to mitigate the effect of the event. If the event continues for a prolonged period, either party may terminate the agreement by written notice without liability other than for amounts already due.

This clause does not excuse a party from paying amounts that fell due before the event, and it does not apply to a failure caused by a lack of funds.

General Provisions

The agreement is the entire understanding between the parties on its subject matter and replaces any earlier discussion or representation, except that nothing in this clause limits liability for fraud or fraudulent misrepresentation.

Neither party may assign or transfer its rights or obligations under the agreement without the written consent of the other, except that the company may assign to an affiliate or to a successor in connection with a merger or the transfer of its business.

A failure or delay in enforcing a provision does not waive the right to enforce it later, and a single or partial exercise of a right does not prevent further exercise. If a provision is found to be invalid or unenforceable, the remaining provisions continue in full force.

Nothing in the agreement creates a partnership, joint venture or employment relationship between the parties, and neither party may bind the other. Any notice under the agreement must be in writing and sent to the address or email of the other party, and is treated as received on the next business day after sending by email, or three business days after sending by post.

No third party has the right to enforce any provision of the agreement unless the agreement expressly states otherwise. The rights of the parties under this clause do not affect any right of a third party that exists independently of the agreement.

Governing Law and Jurisdiction

The agreement and any dispute arising out of or in connection with it are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that the company may bring proceedings in any country where the client is established or holds assets, to enforce a judgment or to protect its intellectual property.

Before beginning proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives. If the dispute is not resolved within a reasonable period, either party may refer it to the courts or, if the parties agree, to mediation.

Nothing in this clause prevents either party from applying for urgent injunctive relief where this is necessary to protect its rights.

Contact

Questions about these terms, about an engagement or about the services should be sent to YTR INNOVATION LTD at 110 Grove Road, Walthamstow, London - E17 9BY, United Kingdom (GB), by email to technology@ytrinnovation.surf, or by telephone on +17197168182.

The company welcomes clear and early communication about any concern, and will work with clients and users to resolve issues fairly and promptly.