TECHNO TRIBE LIMITED

Last Updated: May 2, 2025

These Terms and Conditions (“Terms”) govern your use of services provided by TECHNO TRIBE LIMITED (“Company”, “we”, “us”, or “our”), a private limited company registered in England and Wales (Company Number: 16082982) with a registered office at 129 Mile End Road, London, England, E1 4BG.

Please read these Terms carefully before engaging our services. By accessing or using our services, you agree to be bound by these Terms.

1. DEFINITIONS

1.1 “Agreement” means the contract between the Company and the Client for the provision of Services.

1.2 “Client” means the individual, company, or organization that purchases Services from the Company.

1.3 “Confidential Information” means any information disclosed by either party to the other, either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary,” or some similar designation.

1.4 “Deliverables” means all documents, products, and materials developed by the Company in relation to the Services.

1.5 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered.

1.6 “Services” means the information technology consultancy services and other related services provided by the Company to the Client as set out in the Statement of Work.

1.7 “Statement of Work” or “SOW” means the document describing the specific Services to be performed by the Company, including timelines, deliverables, and fees.

2. PROVISION OF SERVICES

2.1 The Company shall provide the Services to the Client in accordance with the Statement of Work in all material respects.

2.2 The Company shall use reasonable endeavors to meet any performance dates specified in the Statement of Work, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

2.3 The Company reserves the right to amend the specification of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.

3. CLIENT’S OBLIGATIONS

3.1 The Client shall: (a) Cooperate with the Company in all matters relating to the Services; (b) Provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects; (c) Obtain and maintain all necessary licenses, permissions, and consents which may be required for the Services; (d) Comply with all applicable laws with respect to its activities under these Terms; and (e) Provide the Company with access to the Client’s premises, systems, and other facilities as reasonably required by the Company to provide the Services.

3.2 If the Company’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”), then: (a) The Company shall have the right to suspend performance of the Services until the Client remedies the Client Default; (b) The Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations; and (c) The Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

4. FEES AND PAYMENT

4.1 The fees for the Services shall be as set out in the applicable Statement of Work.

4.2 The Company shall invoice the Client for the Services as specified in the Statement of Work.

4.3 The Client shall pay each invoice submitted by the Company within 30 days of the date of the invoice and in full without any set-off, counterclaim, deduction, or withholding.

4.4 All amounts payable by the Client under the Agreement are exclusive of value added tax (VAT), which shall be added to the invoice at the appropriate rate.

4.5 If the Client fails to make a payment due to the Company under the Agreement by the due date, then, without limiting the Company’s remedies under Clause 12, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue at 4% per annum above the Bank of England’s base rate from time to time.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Company.

5.2 The Company grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free license to use the Deliverables (excluding materials provided by the Client) for the purpose of receiving and using the Services and the Deliverables in its business.

5.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in Clause 5.2.

5.4 The Client grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by the Client to the Company for the term of the Agreement for the purpose of providing the Services to the Client.

6. DATA PROTECTION AND DATA PROCESSING

6.1 Both parties will comply with all applicable requirements of the UK Data Protection Legislation, including the Data Protection Act 2018 and the UK GDPR.

6.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Company is the processor.

6.3 The Company shall process personal data only on documented instructions from the Client.

6.4 The Company shall ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

7. CONFIDENTIALITY

7.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by Clause 7.2.

7.2 Each party may disclose the other party’s confidential information: (a) To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information comply with this Clause 7; and (b) As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

7.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

8. LIMITATION OF LIABILITY

8.1 Nothing in these Terms shall limit or exclude the Company’s liability for: (a) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; (b) Fraud or fraudulent misrepresentation; or (c) Any other liability which cannot be limited or excluded by applicable law.

8.2 Subject to Clause 8.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: (a) Loss of profits; (b) Loss of sales or business; (c) Loss of agreements or contracts; (d) Loss of anticipated savings; (e) Loss of use or corruption of software, data, or information; (f) Loss of or damage to goodwill; and (g) Any indirect or consequential loss.

8.3 Subject to Clause 8.1, the Company’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to the total fees paid by the Client under the Agreement during the 12 months preceding the date on which the claim arose.

9. TERM AND TERMINATION

9.1 The Agreement shall commence on the date specified in the Statement of Work and shall continue until completion of the Services, unless terminated earlier in accordance with this Clause 9.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: (a) The other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (b) The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business; or (c) The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

9.3 On termination of the Agreement for any reason: (a) The Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt; (b) The Client shall return all of the Deliverables which have not been fully paid for; and (c) Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10. FORCE MAJEURE

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11. GENERAL

11.1 Assignment and other dealings. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Agreement. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the Company.

11.2 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

11.3 Variation. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

11.4 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

11.5 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

11.6 Notices. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or principal place of business.

11.7 Third party rights. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

11.8 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the law of England and Wales.

11.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

---

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

For any questions regarding these Terms, please contact us at:

TECHNO TRIBE LIMITED
129 Mile End Road
London, England, E1 4BG
United Kingdom

Email: [contact@technotribe.co.uk]
Phone: [+447405833326]