Terms & ConditionsTerms & Conditions

1. Introduction & Acceptance

These Terms & Conditions (“Terms”) govern your access to and use of the website located at www.kwiktech.uk (the “Website”), and any consulting, software development, digital transformation, AI, data, or marketing services (the “Services”) provided by KwikTech IT Services Ltd (“KwikTech,” “we,” “our,” or “us”).

By accessing the Website, submitting an inquiry, signing a proposal or statement of work, or otherwise engaging us, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity.

If you do not agree to these Terms, do not use the Website or engage our Services. These Terms should be read together with our Privacy Policy, which is incorporated by reference.

2. Engagement of Services

2.1 Statements of Work

Specific projects are governed by a separate proposal, statement of work, master services agreement, or signed quotation (each, an “SOW”) that sets out scope, deliverables, timelines, fees, and any project-specific terms. Where an SOW conflicts with these Terms, the SOW controls for that engagement only.

2.2 Changes in Scope

Any material change to scope, timeline, or deliverables requires a written change order signed by both parties. Work performed outside an agreed SOW or change order may be billed at our then-current time-and-materials rate.

2.3 Client Cooperation

Timely delivery depends on your cooperation. You agree to provide, in a timely manner, access to personnel, systems, credentials, content, and decisions reasonably necessary for us to perform the Services. Delays caused by your failure to provide such cooperation may extend timelines and increase costs, and we are not liable for resulting delays.

3. Fees, Invoicing & Payment

3.1 Fees

Fees for Services are set out in the applicable SOW and may be structured as fixed-price, time-and-materials, or retainer-based engagements.

3.2 Invoicing

Unless otherwise agreed in an SOW, we invoice monthly in arrears for time-and-materials work, or per the milestone schedule for fixed-price work. Invoices are payable within fifteen (15) days of the invoice date.

3.3 Late Payment

Amounts not paid when due may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). We reserve the right to suspend Services, withhold deliverables, and pause any active project if invoices remain unpaid for more than fifteen (15) days after their due date, following written notice.

3.4 Taxes & Expenses

Fees are exclusive of applicable taxes, duties, and government levies, which are your responsibility unless otherwise stated. Pre-approved, reasonable out-of-pocket expenses (e.g., third-party licenses, travel) will be invoiced separately or as agreed in the SOW.

3.5 Disputed Charges

You must notify us in writing of any disputed invoice amount within ten (10) days of receipt, with reasonable detail. Undisputed amounts remain due on their original terms.

4. Intellectual Property

4.1 Client Materials

You retain all rights, title, and interest in any content, data, trademarks, and materials you provide to us (“Client Materials”). You grant us a limited, non-exclusive license to use Client Materials solely to perform the Services.

4.2 Deliverables

Subject to full payment of all fees due under the applicable SOW, we assign to you all right, title, and interest in the custom deliverables created specifically for you under that SOW (“Deliverables”), excluding any Background IP (defined below). Until payment is received in full, Deliverables remain our property.

4.3 Background IP & Tools

We retain all rights to our pre-existing tools, frameworks, libraries, methodologies, know-how, and any general-purpose components not created specifically for you (“Background IP”). To the extent Background IP is incorporated into Deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive license to use it as part of the Deliverables.

4.4 Third-Party Components

Deliverables may incorporate open-source or third-party components, which remain subject to their own applicable licenses. We will use reasonable efforts to flag material third-party dependencies and their license terms.

4.5 Portfolio Rights

Unless you notify us otherwise in writing, we may reference the existence of the engagement (e.g., client name, project type, non-confidential outcomes) in our portfolio, case studies, and marketing materials. We will not disclose confidential details, proprietary business data, or non-public metrics without your consent.

5. Confidentiality

Each party agrees to protect the other party’s confidential information with at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care. Confidential information includes business, technical, and financial information disclosed by either party that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed without use of the confidential information; or (d) must be disclosed under a valid legal or regulatory requirement, provided reasonable notice is given where legally permitted.

These confidentiality obligations survive termination of any engagement for a period of three (3) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

6. Data Protection

Where we process personal data on your behalf in connection with the Services, we will do so in accordance with our Privacy Policy and applicable data protection laws, including the GDPR and CCPA where relevant. Where required, the parties will enter into a separate data processing agreement setting out the nature, purpose, and duration of processing.

7. Warranties

7.1 Mutual Warranties

Each party represents that it has the legal right and authority to enter into these Terms and to perform its obligations.

7.2 Our Warranty

We warrant that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If Deliverables materially fail to conform to the agreed specifications, and you notify us in writing within thirty (30) days of delivery, we will use commercially reasonable efforts to correct the non-conformity at no additional charge as your sole and exclusive remedy for breach of this warranty.

7.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE WEBSITE.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KwikTech IT Services Ltd, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US UNDER THE APPLICABLE SOW IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS DO NOT APPLY TO: (A) BREACHES OF CONFIDENTIALITY; (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (D) LIABILITY THAT CANNOT BE LAWFULLY LIMITED OR EXCLUDED.

9. Indemnification

You agree to indemnify, defend, and hold harmless KwikTech IT Services Ltdand its officers, employees, and agents from any third-party claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of: (a) Client Materials infringing a third party’s intellectual property or other rights; (b) your breach of these Terms; or (c) your misuse of the Website or Deliverables.

We agree to indemnify, defend, and hold harmless the Client from third-party claims that the Deliverables, as delivered and used in accordance with these Terms (excluding Client Materials, Background IP used as intended, or third-party components), directly infringe a third party’s intellectual property rights, subject to the limitations of liability in Section 8.

10. Term & Termination

10.1 Term

These Terms remain in effect for as long as you use the Website or any Services are being provided under an active SOW.

10.2 Termination for Convenience

Either party may terminate an SOW for convenience with thirty (30) days’ written notice, unless the SOW specifies otherwise. You remain responsible for fees for Services performed, and expenses incurred, up to the effective date of termination.

10.3 Termination for Cause

Either party may terminate an SOW immediately upon written notice if the other party materially breaches these Terms or the SOW and fails to cure such breach within fifteen (15) days of receiving written notice describing the breach.

10.4 Effect of Termination

Upon termination, you will pay for all Services performed and expenses properly incurred through the termination date. We will deliver any completed or in-progress Deliverables for which payment has been made. Sections relating to intellectual property, confidentiality, payment obligations accrued prior to termination, warranties, limitation of liability, indemnification, and dispute resolution survive termination.

11. Website Use

In addition to the engagement terms above, your use of the Website is subject to the following:

• You will not use the Website for any unlawful purpose or in a manner that could damage, disable, or impair it.
• You will not attempt to gain unauthorized access to any portion of the Website, other accounts, or connected systems.
• All content on the Website, including text, graphics, logos, and software, is owned by or licensed to KwikTech IT Services Ltd and protected by intellectual property laws. You may not reproduce, distribute, or create derivative works from Website content without our prior written consent.
• The Website may link to third-party websites. We are not responsible for the content, accuracy, or practices of those third-party sites, and inclusion of a link does not imply endorsement.

12. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, governmental action, or pandemic, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

13. Independent Contractor Relationship

KwikTech IT Services Ltd is an independent contractor, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other except as expressly set out in an SOW.

14. Non-Solicitation

During the term of an engagement and for twelve (12) months thereafter, neither party will directly solicit for hire any employee or contractor of the other party who was materially involved in the engagement, without that party’s prior written consent. This does not restrict general public job postings not specifically targeted at such individuals.

15. Dispute Resolution & Governing Law

15.1 Informal Resolution

The parties will first attempt in good faith to resolve any dispute arising out of or relating to these Terms through direct negotiation between authorized representatives within thirty (30) days of written notice of the dispute.

15.2 Jurisdiction

Any dispute not resolved informally shall be subject to the exclusive jurisdiction of the courts of England and Wales. The language of any proceedings shall be English. This clause does not prevent either party from seeking urgent injunctive relief from a court of competent jurisdiction.

15.3 Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles, save that engagements executed with our Indian entity may separately specify the laws of India as governing that specific SOW.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements, whether written or oral.

16.2 Amendments

We may update these Terms from time to time. Material changes will be indicated by an updated “Last Updated” date, and, for active engagements, communicated to you directly. Continued use of the Website or Services after changes take effect constitutes acceptance of the revised Terms.

16.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, provided the assignee agrees to be bound by these Terms.

16.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

16.5 Waiver

No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right.

16.6 Notices

Notices under these Terms must be in writing and delivered by email or courier to the addresses specified in the applicable SOW, or to hello@kwiktech.uk for general correspondence.

17. Contact Us

If you have any questions about these Terms, please contact us at:

📧 Email: hello@kwiktech.uk
📍 Offices: London, UK | Ahmedabad, India