Terms & Conditions

Last updated: . Version 1.0.

Template notice: This is a standard UK B2B services starting template. Please have it reviewed by a qualified legal adviser, and tailor the notice periods and liability caps to your engagements, before publishing or relying on it.

1. About these terms

These terms set out the basis on which Gammatec (“we”, “us”, “our”) supplies services to its business clients (“you”, “your”, “Client”). They apply alongside any specific written quotation, statement of work or order confirmation we issue to you.

Gammatec is registered in England & Wales. Our registered office is 128 City Road, London EC1V 2NX, United Kingdom.

2. Our services

We provide IT consultancy, software development, and technical services and reporting. The specific services to be provided, the deliverables, and any service levels will be set out in a written statement of work, proposal or order confirmation (the “Engagement”).

3. Engagement models

We typically engage on one of three bases:

• Project — fixed scope, fixed fee, defined deliverables and timeline.
• Retainer — an agreed monthly volume of hours, billed in advance.
• Hourly — time-and-materials work billed at our then-current rates.

Where a fixed fee is agreed, any change in scope must be agreed in writing and may result in a change to the fee or timeline.

4. Fees, expenses and payment

Fees are set out in the Engagement and are exclusive of VAT, which we will charge at the prevailing rate where applicable. Reasonable expenses (travel, third-party software, subscriptions) will be passed through at cost.

Unless otherwise agreed, invoices are payable by the due date stated on the invoice. We reserve the right to suspend services and to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 on any overdue amounts.

5. Client responsibilities

You agree to provide us with the information, access and decisions we reasonably need to deliver the Engagement on time, including timely review of drafts and prompt responses to questions. We are not responsible for delays caused by circumstances within your control.

6. Intellectual property

Subject to full payment of all fees, the intellectual property rights in any bespoke deliverables we create specifically for you under an Engagement will be assigned to you on delivery. We retain ownership of our pre-existing materials, generic tools and know-how, and grant you a non-exclusive licence to use them as part of the deliverables.

We may use third-party and open-source components in deliverables. Where we do so, the relevant third-party licence terms will apply to those components.

7. Confidentiality

Each party agrees to keep the other’s confidential information confidential and to use it only for the purposes of the Engagement. This obligation does not apply to information that is in the public domain other than through breach of these terms, or that is required to be disclosed by law.

8. Data protection

Where we process personal data on your behalf as part of the Engagement, we will do so in accordance with applicable data protection law and a written data processing agreement, where required. Our handling of personal data is described further in our Privacy Policy.

9. Warranties

We warrant that we will perform the services with reasonable skill and care and in accordance with good industry practice. Except as expressly stated in these terms, all other warranties, conditions and terms (whether express or implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law.

10. Limitation of liability

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

Subject to that, our total aggregate liability arising under or in connection with an Engagement, whether in contract, tort (including negligence) or otherwise, shall be limited to the cap set out in the Engagement, or where none is stated, to the total fees paid by you under that Engagement in the twelve months preceding the claim. We will not be liable for any indirect, special or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data.

11. Termination

Either party may terminate an Engagement on the notice period set out in the Engagement, or immediately if the other party commits a material breach which is not remedied within a reasonable period stated in our written notice, becomes insolvent, or ceases to trade. On termination you will pay for all work performed up to the date of termination.

12. Force majeure

Neither party will be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, strikes, supplier failures, internet or telecoms outages, and government action.

13. Governing law and jurisdiction

These terms and any Engagement are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes.

14. General

These terms, together with any Engagement, constitute the entire agreement between us. No variation is effective unless in writing and signed by both parties. If any provision is held to be invalid or unenforceable, the remainder will continue in force.