Legal

Terms & Conditions

These Terms and Conditions govern all professional service engagements between TRENZ SPACE LTD and its clients. Please read them carefully before entering into any agreement with us.

Last updated: 1 January 2024

1. Parties and Agreement

These Terms and Conditions ("Terms", "Agreement") constitute the legal framework governing all professional service engagements between TRENZ SPACE LTD, a company registered in England and Wales with its registered office at 9 Skyport Drive, Harmondsworth, West Drayton, UB7 0LB, United Kingdom ("TRENZ SPACE LTD", "we", "us", "the Company"), and the individual, company, partnership, organisation or other entity that engages our services ("Client", "you").

These Terms, together with any Statement of Work, Service Level Agreement or other written agreement specifically agreed between the parties, form the entire contractual basis on which TRENZ SPACE LTD provides its professional services. Where a specific written agreement between the parties expressly contradicts any provision of these Terms, the specific written agreement shall take precedence to the extent of the contradiction only. In all other respects, these Terms continue to apply.

By engaging TRENZ SPACE LTD for professional services, whether through submission of an enquiry that leads to a formal engagement, by signing a Statement of Work, by instructing us to commence work, or by making payment in respect of services, you confirm that you have read, understood and agree to be bound by these Terms. If you are entering into this agreement on behalf of an organisation, you represent that you have full authority to bind that organisation and that your agreement is given in a capacity that creates a legally binding obligation on the organisation you represent.

TRENZ SPACE LTD reserves the right to update or modify these Terms from time to time. The version of these Terms in force at the time a specific engagement commences shall govern that engagement, unless both parties agree in writing to apply an updated version. Material changes to these Terms will be published on our website and communicated to active clients in advance of taking effect.

2. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

3. Services Provided

3.1 Scope of services

TRENZ SPACE LTD provides professional technical services in the following categories: computer systems design and architecture; computing infrastructure provisioning and management; data processing and pipeline design; web hosting and managed cloud services; systems integration and IT consulting; and data preparation and analytics support. A detailed description of each service category is available on our website at services.html.

The specific services to be provided to a Client in any particular Engagement will be set out in a Statement of Work. We do not commence work on any Engagement until a Statement of Work has been agreed, either through the signing of a formal document or through written confirmation by both parties of the scope, deliverables and fees applicable to the engagement.

3.2 Engagement initiation

All Engagements begin with the submission of an enquiry by the Client, followed by a structured review and assessment by TRENZ SPACE LTD of the Client's stated requirements. Following this review, we produce a scoped proposal describing the recommended approach, the Services to be provided, the Deliverables, the estimated timescale and the applicable Fees. This proposal does not constitute an offer capable of acceptance. An Engagement commences only when both parties have expressly agreed to proceed on the terms set out in the proposal, whether by signature of a Statement of Work, by written confirmation of agreement, or by the Client instructing us to commence work and making a required advance payment where applicable.

3.3 Sub-contracting

TRENZ SPACE LTD may engage sub-contractors to assist in the delivery of Services where appropriate. We remain responsible to the Client for all Services delivered under the Engagement, including those delivered with the assistance of sub-contractors. Sub-contractors are required to maintain confidentiality and to comply with all relevant obligations that TRENZ SPACE LTD owes to the Client. We will notify the Client of the engagement of any sub-contractor where the nature or sensitivity of the work makes such disclosure appropriate.

3.4 Professional standards

TRENZ SPACE LTD will perform all Services to the standard of a competent professional in the relevant technical field, exercising the skill and care reasonably expected of an experienced provider of professional IT services. We will comply with all applicable laws and regulations in the performance of our Services. We will adhere to the engagement process and communication standards described in these Terms and in any applicable Statement of Work.

3.5 Service limitations

TRENZ SPACE LTD provides professional technical services as described in these Terms and in applicable Statements of Work. We do not provide legal advice, financial advice, regulatory compliance advice or medical advice. Any guidance we provide in connection with compliance requirements is provided as part of our technical services and does not constitute legal or regulatory advice. Clients should obtain independent advice from appropriately qualified professionals on regulatory, legal or financial matters.

4. Client Obligations

4.1 Information and access

The Client shall provide TRENZ SPACE LTD with all information, access, materials and cooperation reasonably required for the performance of the Services. This includes but is not limited to access to relevant technical systems and infrastructure, access to key personnel with knowledge of the systems and processes under review, timely provision of documentation and specifications, and clear and accurate statements of requirements and constraints.

The Client represents that all information provided to TRENZ SPACE LTD in connection with any Engagement is accurate and complete to the best of the Client's knowledge. Where information subsequently proves to be inaccurate or incomplete, and this materially affects our ability to deliver the agreed Services, we will notify the Client and both parties will agree in writing any necessary adjustments to scope, timescale or Fees before proceeding.

4.2 Timely responses

The Client acknowledges that the delivery of Services by TRENZ SPACE LTD frequently depends on the timely provision of information, approvals, materials and feedback by the Client. Delays caused by the Client's failure to provide required inputs within agreed or reasonable timeframes may result in delays to the delivery of Deliverables. In such cases, TRENZ SPACE LTD will not be in breach of any agreed delivery timescale and may, at our reasonable discretion, adjust the delivery schedule accordingly. Where such delays result in additional costs being incurred by TRENZ SPACE LTD, we may raise a change request for the additional costs in accordance with clause 3.2 of these Terms.

4.3 Designated contact

The Client shall designate a single primary point of contact who has appropriate authority to give instructions, review and approve Deliverables, and provide any required sign-offs during the Engagement. Changes to the designated contact should be communicated to TRENZ SPACE LTD in writing as soon as possible. Where no designated contact is identified, we will communicate with the individual who instructed us to commence the Engagement.

4.4 Compliance with applicable law

The Client is responsible for ensuring that its use of the Services and Deliverables complies with all applicable laws and regulations. Where the Client operates in a regulated industry, the Client is responsible for understanding and satisfying the regulatory requirements applicable to its operations and for communicating any constraints arising from those requirements to TRENZ SPACE LTD at the outset of the Engagement.

4.5 Client environment and data

Where TRENZ SPACE LTD is required to access the Client's existing systems, networks, databases or infrastructure as part of the Services, the Client is responsible for ensuring that adequate backups of all data and configurations are maintained before we undertake any work that could affect the integrity of those systems. TRENZ SPACE LTD will exercise reasonable care in accessing and working with the Client's systems but accepts no liability for loss of data arising from the Client's failure to maintain adequate backups.

5. Payment Terms

5.1 Fees

The Fees applicable to each Engagement will be set out in the relevant Statement of Work or in a written proposal agreed by both parties. Fees may be structured as fixed project fees, time-and-materials fees, recurring monthly fees for managed services, or a combination of these structures, as appropriate to the nature of the Engagement.

All Fees quoted by TRENZ SPACE LTD are exclusive of UK Value Added Tax (VAT) unless otherwise stated. Where VAT is applicable, it will be added to invoices at the prevailing rate. It is the responsibility of the Client to ensure that it has provided accurate billing information, including any applicable VAT registration number, before the commencement of an Engagement.

5.2 Invoicing

TRENZ SPACE LTD will issue invoices in accordance with the payment schedule set out in the applicable Statement of Work. Where no specific payment schedule is agreed, invoices will be issued at the following default stages: an advance payment invoice of 30% of the total Fees upon commencement of the Engagement; a progress payment invoice of 40% upon completion of the main delivery phase; and a final invoice of 30% upon formal completion and handover of all Deliverables.

For ongoing managed services engagements, invoices will be issued monthly in advance unless otherwise agreed. For time-and-materials engagements, invoices will be issued monthly in arrears based on time recorded and expenses incurred during the relevant month.

Invoices will be sent to the email address or postal address designated by the Client for billing purposes. The Client is responsible for notifying TRENZ SPACE LTD of any changes to billing contact details.

5.3 Payment

All invoices are due for payment within 14 calendar days of the invoice date unless otherwise specified in the applicable Statement of Work. Payment should be made by bank transfer to the account details stated on the invoice. The Client is responsible for any bank charges associated with international transfers where applicable.

If payment is not received by the due date, TRENZ SPACE LTD reserves the right to charge interest on the outstanding amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% per annum above the Bank of England base rate, calculated from the date the payment was due until the date of actual payment. We also reserve the right to recover reasonable costs incurred in collecting overdue payments.

In addition to charging interest, TRENZ SPACE LTD may, at its discretion, suspend delivery of Services to the Client where payment remains overdue for more than 14 days after the due date and written notice of the suspension has been provided. Suspension of Services due to non-payment does not constitute a breach of these Terms by TRENZ SPACE LTD and does not entitle the Client to claim damages or to terminate the Agreement without liability.

5.4 Expenses

Unless otherwise agreed in writing, reasonable expenses incurred by TRENZ SPACE LTD in connection with the delivery of Services (including travel, accommodation, equipment and third-party software or service costs specifically required for the Engagement) will be charged to the Client at cost, without markup, and will be invoiced with supporting documentation. We will seek the Client's prior approval before incurring any single expense exceeding £250 or cumulative expenses exceeding £500 in any calendar month.

5.5 Disputed invoices

If the Client disputes any part of an invoice, the Client must notify TRENZ SPACE LTD in writing within 7 calendar days of receiving the invoice, specifying the disputed amount and the reasons for the dispute. Any undisputed portion of an invoice remains due for payment by the original due date. We will work with the Client in good faith to resolve any dispute promptly and without unnecessary delay.

6. Change Management

Any request by either party to change the scope, timescale or specifications of an agreed Engagement must be made in writing and processed through a formal change request procedure. A change request must specify the nature of the proposed change, the reason for the change, and the anticipated impact on Fees and timescale. TRENZ SPACE LTD will assess the change request and respond within a reasonable period with an evaluation of the impact and, where applicable, a revised fee and timescale estimate. No change to an agreed Engagement takes effect until both parties have confirmed agreement to the change request in writing. TRENZ SPACE LTD is not obliged to accept any change request and may decline a proposed change where it would materially alter the nature of the engagement, create unacceptable technical risk or require capabilities beyond our current service offering.

Where TRENZ SPACE LTD identifies, in the course of delivery, that changes to scope are required due to issues not reasonably foreseeable at the time of the original scoping, we will notify the Client promptly and submit a change request. We will not proceed with out-of-scope work without prior written agreement. Where urgent action is required to protect the Client's systems or data and it is not practicable to obtain advance agreement, we will take the minimum necessary action and seek retrospective agreement as soon as possible thereafter.

7. Intellectual Property Rights

7.1 Ownership of deliverables

Subject to clause 7.2 and to full payment of all Fees owing in respect of the Engagement, TRENZ SPACE LTD agrees to assign to the Client all Intellectual Property Rights in the Deliverables specifically created for the Client under the Engagement. Such assignment takes effect upon receipt of full payment. Until full payment is received, all Intellectual Property Rights in the Deliverables remain vested in TRENZ SPACE LTD.

The assignment of Intellectual Property Rights in the Deliverables does not include any rights to TRENZ SPACE LTD's pre-existing intellectual property, tools, methodologies, frameworks, code libraries or know-how that we use or incorporate in the delivery of Services. These remain the sole property of TRENZ SPACE LTD.

7.2 Background intellectual property and licences

TRENZ SPACE LTD retains all Intellectual Property Rights in its pre-existing tools, methodologies, libraries, frameworks, templates, code and other materials used in the delivery of Services ("Background IP"). Where Deliverables incorporate Background IP, TRENZ SPACE LTD grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Background IP to the extent necessary to use and maintain the Deliverables for the Client's internal business purposes. This licence is conditional on full payment of all Fees and does not extend to the commercialisation, redistribution or sub-licensing of the Background IP to any third party.

7.3 Third-party intellectual property

Where the delivery of Services requires the use of third-party software, platforms, libraries or other materials that are subject to third-party licence terms, TRENZ SPACE LTD will identify any such third-party materials in the applicable Statement of Work or notify the Client of their use. The Client is responsible for obtaining and maintaining any required licences for third-party materials at its own cost, unless otherwise expressly agreed. TRENZ SPACE LTD makes no warranties regarding the suitability, security or continued availability of any third-party software or services.

7.4 Client materials

The Client retains all Intellectual Property Rights in materials, data, specifications and other content that the Client provides to TRENZ SPACE LTD for use in connection with an Engagement. The Client grants TRENZ SPACE LTD a non-exclusive licence to use such materials to the extent necessary to deliver the Services. TRENZ SPACE LTD will not use Client materials for any purpose other than the performance of the relevant Engagement.

7.5 Portfolio and reference rights

TRENZ SPACE LTD reserves the right to include a general description of an Engagement in its portfolio of work and to refer to the Client as a customer for business development purposes, unless the Client specifically requests in writing at the outset of an Engagement that we refrain from doing so. We will not disclose Confidential Information, technical details or commercially sensitive information about any Engagement in any portfolio or reference material without the Client's prior written consent.

8. Confidentiality

8.1 Obligation of confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it only for the purposes of performing or receiving the Services under these Terms. Each party agrees to protect the other's Confidential Information with at least the same degree of care it applies to its own confidential information, and in any event with no less than reasonable care.

Each party may disclose the other's Confidential Information only to its employees, contractors and professional advisers who need access to it for the purposes of the Engagement and who are subject to confidentiality obligations at least as protective as those in this clause. Each party remains responsible for any breach of confidentiality by its personnel or advisers.

8.2 Exceptions

The obligations in clause 8.1 do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure and can be demonstrated by records predating the disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, court order or regulatory requirement, provided that the disclosing party is given reasonable advance notice of the required disclosure and the opportunity to seek a protective order where legally permitted.

8.3 Duration of confidentiality obligations

The obligations of confidentiality set out in this clause 8 shall survive the termination or expiry of any Engagement and remain in force for a period of five years following the end of the relevant Engagement, or indefinitely in respect of trade secrets and other information that remains commercially sensitive for a longer period.

9. Data Protection

9.1 Data protection compliance

Both parties shall comply with all applicable data protection and privacy legislation, including UK GDPR and the Data Protection Act 2018, in connection with the performance of their respective obligations under these Terms. Both parties represent that they have in place, and will maintain, appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure.

9.2 Data controller and processor relationships

In many Engagements, TRENZ SPACE LTD will act as a data processor processing personal data on behalf of the Client as data controller. Where this is the case, we will only process personal data on the Client's documented instructions and for no other purpose, unless required to do so by applicable law. We will inform the Client if we receive a legal requirement to process personal data in a manner inconsistent with the Client's instructions, unless prohibited from doing so by law.

Where TRENZ SPACE LTD acts as a data processor for the Client, the parties will enter into a written data processing agreement that includes the mandatory clauses required by Article 28 of UK GDPR. The data processing agreement will form part of the applicable Statement of Work or be agreed as a separate document before processing commences.

9.3 Data security

Where TRENZ SPACE LTD processes personal data on behalf of the Client, we will implement appropriate technical and organisational security measures, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risks of varying likelihood and severity to the rights and freedoms of data subjects. These measures will include, as a minimum, encryption of personal data in transit and at rest where appropriate, access controls limiting access to personal data to authorised personnel, secure disposal procedures for data no longer required, and regular review of security measures.

9.4 Data breach notification

TRENZ SPACE LTD will notify the Client without undue delay, and in any event within 72 hours of becoming aware, of any personal data breach involving the Client's personal data. Notification will include, to the extent then known, the nature of the breach, the categories and approximate number of data subjects and personal data records concerned, the likely consequences of the breach, and the measures taken or proposed to address the breach.

9.5 Return and deletion of data

At the Client's request, or upon termination of the relevant Engagement, TRENZ SPACE LTD will return to the Client all personal data processed on the Client's behalf, and will securely delete all copies of that personal data from our systems, unless retention is required by applicable law. We will confirm completion of deletion in writing.

9.6 Client's processing of personal data

The Client represents that its processing of personal data in connection with the Services complies with all applicable data protection law. The Client shall ensure that it has a valid legal basis for providing any personal data to TRENZ SPACE LTD and that it has provided appropriate notices to data subjects as required by law. The Client indemnifies TRENZ SPACE LTD against any claims, losses or regulatory penalties arising from the Client's failure to comply with its data protection obligations.

10. Warranties and Representations

10.1 TRENZ SPACE LTD warranties

TRENZ SPACE LTD warrants that: (a) it has the right to enter into these Terms and to perform the Services as described; (b) the Services will be performed with reasonable skill and care by appropriately qualified personnel; (c) the Deliverables will, at the time of formal handover, conform materially to the specifications set out in the applicable Statement of Work; (d) to the best of our knowledge, the Deliverables do not, at the time of delivery, infringe the Intellectual Property Rights of any third party; and (e) we will comply with all applicable laws in the performance of our Services.

If any Deliverable does not conform to the foregoing warranty at the time of handover, the Client must notify TRENZ SPACE LTD in writing within 14 days of handover specifying the non-conformance. Our sole obligation in such circumstances is to use reasonable endeavours to remedy the non-conformance within a reasonable period at no additional charge. This warranty does not apply where the non-conformance arises from the Client's modification of the Deliverables, the Client's failure to maintain the environment in which the Deliverables operate, or the Client's use of the Deliverables other than in accordance with our recommendations.

10.2 Exclusion of other warranties

To the maximum extent permitted by law, all other warranties, conditions and representations, express or implied, are excluded. In particular, we make no warranty that: any systems or infrastructure we design or configure will be free from all errors, vulnerabilities or performance issues in all circumstances; the Services will meet all of the Client's requirements beyond those expressly specified in the applicable Statement of Work; Deliverables will function without interruption in all future software, hardware or network environments; or third-party services, platforms or software incorporated in Deliverables will remain available or continue to function as expected.

10.3 Client warranties

The Client warrants that: (a) it has the right to enter into these Terms and to instruct TRENZ SPACE LTD to perform the Services; (b) it will provide all information, access and cooperation required for the performance of the Services and that all such information will be accurate and complete; (c) it has all necessary rights, licences and permissions in respect of any Client materials provided to TRENZ SPACE LTD; and (d) it will comply with all applicable laws in connection with its receipt and use of the Services and Deliverables.

11. Limitation of Liability

11.1 Indirect and consequential loss

To the maximum extent permitted by law, TRENZ SPACE LTD shall not be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, or for any loss of revenue, loss of profit, loss of data, loss of business opportunity, loss of goodwill or reputational damage, arising out of or in connection with these Terms or the performance of the Services, even if TRENZ SPACE LTD has been advised of the possibility of such damages.

11.2 Cap on liability

The total aggregate liability of TRENZ SPACE LTD arising out of or in connection with any Engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Client to TRENZ SPACE LTD under the applicable Statement of Work in the twelve months immediately preceding the event giving rise to the liability, or £10,000, whichever is greater.

11.3 Exceptions

Nothing in these Terms shall limit or exclude TRENZ SPACE LTD's liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded under English law, including liability under the Consumer Rights Act 2015 where applicable; or (d) any liability that we have expressly agreed in writing not to limit.

11.4 Client's obligation to mitigate

The Client has a duty to take all reasonable steps to mitigate any loss or damage it may suffer in connection with any claim against TRENZ SPACE LTD. Failure to mitigate may reduce or extinguish any damages award. Where the Client becomes aware of circumstances likely to give rise to a claim, the Client must notify TRENZ SPACE LTD promptly and cooperate with us in taking steps to minimise the impact.

11.5 Third-party losses

TRENZ SPACE LTD shall not be liable for any claims made against the Client by third parties in respect of the Client's use of the Services or Deliverables, except where TRENZ SPACE LTD's breach of these Terms directly caused the relevant third-party claim and TRENZ SPACE LTD was notified of the circumstances of that breach in a timely manner.

12. Indemnification

12.1 Client indemnity

The Client shall indemnify, defend and hold harmless TRENZ SPACE LTD and its directors, employees, contractors and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client's breach of these Terms or of any applicable law; (b) the Client's use of the Services or Deliverables other than in accordance with these Terms or our recommendations; (c) the Client's provision of inaccurate, incomplete or misleading information in connection with any Engagement; (d) any claim by a third party relating to the Client's business operations that involves or implicates the Services or Deliverables; or (e) the Client's infringement of any third party's Intellectual Property Rights in connection with its use of the Services or Deliverables.

12.2 TRENZ SPACE LTD indemnity

TRENZ SPACE LTD shall indemnify, defend and hold harmless the Client from and against any third-party claims alleging that the Deliverables, as provided by us and used by the Client in accordance with our recommendations, infringe the Intellectual Property Rights of any third party, provided that: (a) the Client notifies us promptly in writing of any such claim; (b) the Client grants us sole control over the defence and settlement of the claim; and (c) the Client provides reasonable assistance and cooperation at our request. This indemnity does not apply where the alleged infringement arises from the Client's modification of the Deliverables, the use of Deliverables in combination with materials not supplied or approved by us, or the use of Background IP beyond the scope of the licence granted in clause 7.2.

13. Term and Termination

13.1 Duration

These Terms remain in force for the duration of any active Engagement and for such additional period as necessary to give effect to provisions expressed to survive termination. Individual Engagements commence and conclude in accordance with the timescales set out in the applicable Statement of Work.

13.2 Termination for convenience

Either party may terminate an Engagement for convenience by giving the other party written notice of not less than 30 calendar days, unless a different notice period is specified in the applicable Statement of Work. Upon termination for convenience by the Client, the Client shall pay TRENZ SPACE LTD: (a) all Fees for Services delivered up to the effective date of termination; (b) reasonable costs and expenses incurred by TRENZ SPACE LTD in connection with the Engagement up to the termination date and not recoverable from third parties; and (c) a reasonable proportion of any fixed-price Fees that relates to work completed but not yet invoiced. Upon termination for convenience by TRENZ SPACE LTD, we shall complete all work in progress at the termination date in a manner that minimises disruption to the Client, and refund any Fees paid in advance for Services not yet delivered.

13.3 Termination for cause

Either party may terminate an Engagement immediately on written notice to the other party if: (a) the other party commits a material breach of these Terms that is incapable of remedy; or (b) the other party commits a material breach of these Terms that is capable of remedy but fails to remedy it within 21 days of receiving written notice specifying the breach and requiring its remedy. A material breach of these Terms includes, but is not limited to, the Client's failure to pay amounts properly due, the Client's persistent failure to provide required cooperation, and either party's breach of the confidentiality obligations in clause 8.

13.4 Termination upon insolvency

Either party may immediately terminate an Engagement by written notice if the other party becomes insolvent, enters administration, is wound up, has a receiver or administrator appointed, enters into a voluntary arrangement with its creditors, or is subject to any analogous process in any jurisdiction. All Fees for Services delivered up to the date of such termination become immediately due and payable.

13.5 Consequences of termination

Upon termination of an Engagement for any reason: (a) all Fees for Services delivered up to the termination date become immediately due and payable; (b) each party shall promptly return or destroy the other's Confidential Information in accordance with clause 8; (c) any licences granted to the Client under clause 7 remain in force subject to full payment of all Fees; and (d) the following clauses shall survive termination: clauses 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (Data Protection), 10 (Warranties), 11 (Limitation of Liability), 12 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law) and 17 (General Provisions).

14. Force Majeure

Neither party shall be liable for any delay in performing, or any failure to perform, its obligations under these Terms to the extent that such delay or failure is caused by a Force Majeure Event, provided that: (a) the affected party notifies the other party promptly in writing of the Force Majeure Event and its likely duration; (b) the affected party uses all reasonable endeavours to minimise the effect of the Force Majeure Event on its performance; and (c) the affected party resumes performance as soon as reasonably possible after the Force Majeure Event ceases.

Where a Force Majeure Event results in a delay to or failure of performance by TRENZ SPACE LTD, any agreed delivery timescales will be extended by a period corresponding to the duration of the Force Majeure Event plus a reasonable period to resume normal operations. Where a Force Majeure Event continues for a period exceeding 60 consecutive days, either party may terminate the affected Engagement on 14 days' written notice. In such circumstances, the Client shall pay TRENZ SPACE LTD for all Services delivered up to the date of termination, but neither party shall be liable to the other for losses arising from the Force Majeure Event itself.

Economic downturns, increases in the cost of materials or labour, changes in market conditions, and the financial difficulties of either party do not constitute Force Majeure Events for the purposes of this clause.

15. Dispute Resolution

15.1 Good faith resolution

The parties agree that, in the event of any dispute arising out of or in connection with these Terms or any Engagement, they will use their best endeavours to resolve the dispute through good-faith negotiation before resorting to any formal dispute resolution process. Either party may initiate the good-faith negotiation process by notifying the other party in writing of the existence of the dispute and requesting a meeting or discussion with an appropriate senior representative. The parties will meet, or communicate in an equivalent manner, within 14 days of such request.

15.2 Mediation

If the parties are unable to resolve a dispute through good-faith negotiation within 30 days of the initiation of the process described in clause 15.1, either party may request that the dispute be referred to mediation. The parties will endeavour to agree on a mediator. If they cannot agree within 14 days of the request for mediation, the mediator will be appointed by the Centre for Effective Dispute Resolution (CEDR). The costs of mediation shall be shared equally between the parties unless the mediator determines a different allocation is appropriate. Mediation is without prejudice to the parties' rights to pursue formal legal proceedings.

15.3 Legal proceedings

Nothing in this clause 15 prevents either party from seeking urgent injunctive, declaratory or other equitable relief from a court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information or other proprietary interests where time does not permit resort to alternative dispute resolution.

16. Governing Law and Jurisdiction

These Terms and all Engagements entered into under them shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms or any Engagement, including non-contractual disputes. This does not affect any right of either party to seek urgent relief in another jurisdiction to protect its rights.

Where the Client is domiciled in Scotland or Northern Ireland and is a consumer, these Terms do not exclude any rights to bring proceedings in the courts of Scotland or Northern Ireland respectively under applicable consumer protection legislation. Nothing in these Terms affects any statutory rights of consumers that cannot be excluded or limited under English law.

17. General Provisions

17.1 Entire agreement

These Terms, together with any applicable Statement of Work, data processing agreement, and any other document expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, representations and negotiations between the parties relating to that subject matter. Each party acknowledges that it has not entered into these Terms in reliance on any statement, representation, warranty or undertaking not expressly set out in these Terms.

17.2 Amendments

No amendment to these Terms shall be effective unless made in writing and signed by authorised representatives of both parties. A written amendment includes an exchange of emails between authorised representatives that expressly states the intention to amend these Terms and identifies the specific provisions being amended.

17.3 Waiver

No failure or delay by either party in exercising any right, power or remedy under these Terms shall operate as a waiver of that right, power or remedy. No single or partial exercise of any right, power or remedy shall preclude any other or further exercise of it. A waiver of any breach of these Terms shall not be construed as a waiver of any subsequent breach of the same or any other provision.

17.4 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, void, unenforceable or illegal, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if modification is not possible, severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect.

17.5 Assignment

The Client may not assign, transfer, sub-contract or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of TRENZ SPACE LTD. TRENZ SPACE LTD may assign its rights and obligations under these Terms to any member of the same corporate group or to any successor entity arising from a merger, acquisition or business reorganisation, provided that we give the Client reasonable notice of any such assignment. TRENZ SPACE LTD may also sub-contract the delivery of Services in accordance with clause 3.3.

17.6 No partnership or agency

Nothing in these Terms creates, or shall be construed as creating, a partnership, joint venture, employment relationship or agency between the parties. Neither party has the authority to act as agent for, or to bind, the other party in any respect. TRENZ SPACE LTD acts as an independent professional services provider and its personnel are not employees of the Client.

17.7 Rights of third parties

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions. This does not affect any right or remedy of a third party which exists or is available apart from that Act.

17.8 Notices

All notices required or permitted under these Terms shall be given in writing and delivered by: (a) email to the email addresses designated by each party for legal notices, with confirmation of receipt requested; (b) first class post to the registered address of the relevant party; or (c) courier or recorded delivery to the registered address of the relevant party. Notices shall be deemed received when confirmed by email receipt, or 2 business days after posting by first class post within the United Kingdom, or on the next business day after delivery by courier.

Notices to TRENZ SPACE LTD should be addressed to TRENZ SPACE LTD, 9 Skyport Drive, Harmondsworth, West Drayton, UB7 0LB, United Kingdom, with a copy by email to info@trenzspace.cloud. Notices to the Client will be sent to the address or email address provided by the Client at the time of engaging our services, or as subsequently updated in writing.

17.9 Counterparts

Any Statement of Work or other written agreement under these Terms may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute a single instrument. Electronic signatures are accepted as valid for the purposes of executing Statements of Work and amendments to these Terms.

17.10 Language

These Terms are written in the English language. All communications, notices, Statements of Work and other documents in connection with any Engagement shall be in the English language. Where any translation of these Terms or related documents is produced, the English language version shall prevail in the event of any inconsistency.

18. Specific Service Terms

18.1 Managed hosting and cloud services

For Engagements involving managed hosting and cloud infrastructure services, the following additional terms apply. TRENZ SPACE LTD will provide managed hosting environments that meet the specifications and service levels set out in the applicable Statement of Work. Where a Service Level Agreement (SLA) is included, the obligations of each party in respect of uptime, response times and incident management are governed by that SLA. Where no SLA is agreed, TRENZ SPACE LTD will use reasonable endeavours to maintain the availability of hosted services but makes no guarantee of specific uptime levels.

The Client is responsible for all content, applications and data hosted within environments managed by TRENZ SPACE LTD. The Client warrants that all content, applications and data hosted through our services comply with all applicable laws and do not infringe any third-party rights. TRENZ SPACE LTD reserves the right to suspend access to any hosted environment where we reasonably believe that content or activity within that environment is unlawful, harmful, or in breach of applicable acceptable use policies of our infrastructure providers. We will provide notice of any such suspension where legally permissible to do so.

18.2 Data processing services

For Engagements involving data processing and pipeline design, the Client acknowledges that the quality of output produced by any data processing system is dependent on the quality, completeness and accuracy of the input data. TRENZ SPACE LTD makes no warranty that a data processing system will correct or compensate for deficiencies in source data that are not identified during the initial data quality assessment. Where significant data quality issues are identified during delivery that were not apparent at the scoping stage, we will notify the Client and agree any necessary adjustments to scope or approach through the change management process.

18.3 Systems integration services

For Engagements involving systems integration, the Client acknowledges that the integration of third-party systems and APIs is subject to the continued availability, stability and backward compatibility of those systems. TRENZ SPACE LTD is not liable for the failure of integrations caused by changes to third-party APIs, platforms or systems made by their respective owners after the delivery of the Deliverables. Where continued maintenance of integrations is required, a separate managed services or support arrangement should be agreed.

19. Regulatory and Compliance Matters

TRENZ SPACE LTD operates in compliance with all applicable UK legislation and regulation relevant to our business activities, including but not limited to the Companies Act 2006, the Data Protection Act 2018, UK GDPR, the Computer Misuse Act 1990, the Network and Information Systems (NIS) Regulations 2018, and applicable health and safety legislation. We maintain professional indemnity insurance and hold all required business licences for our operations in the United Kingdom.

TRENZ SPACE LTD does not provide services that knowingly facilitate unlawful activity. We reserve the right to decline or terminate any Engagement where we become aware that the Client intends to use our Services or Deliverables for unlawful purposes or in a manner that would cause us to breach any applicable law or regulation.

Where specific regulatory or compliance requirements apply to a Client's industry or operations and the Client requires these to be addressed in the Services, the Client must communicate these requirements clearly and in full at the outset of the relevant Engagement. Technical services provided by TRENZ SPACE LTD that are aligned to specific regulatory requirements are provided as technical implementations only and do not constitute legal compliance advice. The Client remains solely responsible for obtaining appropriate regulatory and legal advice and for ensuring that its operations comply with all applicable requirements.

20. Anti-Bribery and Ethical Standards

TRENZ SPACE LTD has a zero-tolerance policy for bribery and corruption. We will not offer, give, request or receive any financial or other advantage in connection with any business activity in violation of the Bribery Act 2010. We expect our clients and business partners to uphold equivalent standards. We reserve the right to terminate any Engagement immediately if we believe that any corrupt practice is being used or proposed in connection with our services.

TRENZ SPACE LTD operates in accordance with applicable modern slavery and human trafficking legislation. We are committed to ensuring that our operations and supply chain are free from slavery and human trafficking and take reasonable steps to verify the ethical practices of our service providers and sub-contractors. For information about our modern slavery compliance, please contact us at info@trenzspace.cloud.

21. Amendments and Contact

TRENZ SPACE LTD reserves the right to update these Terms and Conditions at any time. The version in force at the time of commencement of an Engagement governs that Engagement unless both parties agree in writing to apply an updated version. Updated versions will be published on our website with the revised effective date. Active clients will be notified of material changes in advance of the effective date.

If you have any questions about these Terms and Conditions, or if you wish to discuss any aspect of an Engagement under these Terms, please contact us using the details below. We respond to all enquiries within 24 working hours.

TRENZ SPACE LTD
9 Skyport Drive
Harmondsworth
West Drayton, UB7 0LB
United Kingdom

Email: info@trenzspace.cloud
Telephone: +44 7715 580471
Website: trenzspace.cloud