NPTECH LTD – Terms and Conditions of Service
Last Updated: August 25, 2025
1. Introduction
These Terms and Conditions (“T&Cs”) govern the relationship between NPTECH LTD (“we,” “us,” “our”) and our clients (“Client,” “you,” “your”) regarding the provision of our IT services. By engaging with us, you agree to be bound by these T&Cs.
2. Definitions
Services: The IT services provided by NPTECH LTD to the Client, as detailed in a separate Statement of Work (SOW) or Service Agreement.
Statement of Work (SOW): A document that outlines the specific project deliverables, scope, and timeline.
Confidential Information: Non-public information disclosed by one party to the other, including business plans, technical data, and customer information.
Intellectual Property (IP): All patents, copyrights, trademarks, trade secrets, and other intellectual property rights.
Force Majeure: An event or circumstance beyond a party’s reasonable control, such as a natural disaster, war, or government action.
UK GDPR: The UK General Data Protection Regulation.
3. Provision of Services
Scope of Services: NPTECH LTD will provide the Services as described in the SOW or Service Agreement. Any services not explicitly mentioned in the SOW are considered out of scope. Any changes to the scope must be agreed upon in writing by both parties.
Service Level Agreement (SLA): NPTECH LTD is committed to providing high-quality services. The specific service levels, including uptime guarantees and response times, are detailed in a separate SLA document, which is an integral part of this agreement.
4. Client Obligations
Cooperation: The Client agrees to provide us with timely access to their systems, information, and personnel as reasonably required to perform the Services.
Lawful Use: The Client is responsible for ensuring that their use of the Services is in compliance with all applicable laws and regulations.
Data Security: The Client is responsible for ensuring the security and integrity of their own data, including maintaining appropriate backups.
5. Fees and Payment
Pricing: The fees for the Services will be set out in the SOW or Service Agreement.
Invoicing: We will issue invoices as specified in the SOW.
Payment Terms: Invoices are due for payment within 30 days of the invoice date.
Late Payment: We reserve the right to charge interest on overdue invoices at a rate of 8% per annum above the Bank of England’s base rate, as per the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend or terminate Services for non-payment.
6. Confidentiality
Both parties agree to treat all Confidential Information as strictly confidential and not to disclose it to any third party without the other party’s prior written consent, except as required by law.
7. Data Protection
Compliance: We will process personal data in compliance with the UK GDPR and our Privacy Policy, available on our website.
Roles: We act as a Data Processor on behalf of the Client, who is the Data Controller. We will process personal data only on the documented instructions of the Client.
Security: We have implemented appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
8. Intellectual Property
Client IP: The Client retains all IP rights to their own data, systems, and pre-existing materials.
NPTECH LTD IP: We retain all IP rights to our methodologies, proprietary software, and tools.
Project Deliverables: Unless otherwise specified in the SOW, the IP rights to any custom software, code, or documentation created specifically for the Client under the SOW will be transferred to the Client upon final payment.
9. Limitation of Liability
Exclusion of Liability: We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising from or in connection with the Services.
Liability Cap: Our total aggregate liability to the Client under this agreement, for any and all claims, shall be limited to the total fees paid by the Client to us in the twelve (12) months immediately preceding the event giving rise to the claim.
No Warranty: We do not warrant that the Services will be uninterrupted or error-free.
10. Term and Termination
Term: This agreement will commence on the Effective Date and will continue for the term specified in the SOW or until terminated as per this section.
Termination for Cause: Either party may terminate this agreement with immediate effect if the other party commits a material breach of its obligations and fails to remedy the breach within 30 days of receiving written notice.
Termination for Convenience: The Client may terminate this agreement for any reason with 90 days’ written notice. Early termination fees may apply.
11. Dispute Resolution and Governing Law
Governing Law: This agreement shall be governed by and construed in accordance with the laws of England and Wales.
Jurisdiction: Any dispute arising from this agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
12. General Provisions
Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations if such delay or failure is due to a Force Majeure event.
Entire Agreement: This agreement, together with any SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements.
Notices: Any notice required under this agreement must be in writing and sent to the contact information provided in the SOW.
Severability: If any provision of this agreement is found to be invalid, the remaining provisions will continue in full force and effect.
Assignment: The Client may not assign this agreement without our prior written consent.
Contact Information
If you have any questions about these T&Cs, please contact us at:
NPTECH LTD Website: https://www.nptechltd.com Email: servicedesk@nptechltd.com