Terms

These Terms are in two parts. Part A governs your use of the Axentriq website at axentriq.co.uk. Part B sets out our Terms of Business for consultancy and software services. Where we agree a bespoke engagement, that work is governed by a separately signed Statement of Work and/or Master Services Agreement, which prevails over Part B to the extent of any conflict.

Part A — Website Terms of Use

A1. Acceptance and about us

By accessing or using axentriq.co.uk (the "Site") you agree to these Website Terms of Use. If you do not agree, please do not use the Site. The Site is operated by Axentriq Software Ltd, a company registered in England and Wales (company number 16663243), with its registered office at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ. You can contact us at hello@axentriq.co.uk.

A2. Permitted use and restrictions

You may use the Site for lawful business and informational purposes only. You must not:

• use the Site in any way that breaches applicable law or regulation, or that is fraudulent or harmful;
• attempt to gain unauthorised access to the Site, its servers, or any connected systems;
• scrape, harvest, or systematically extract content except as permitted by our robots.txt or with our prior written consent;
• introduce malware or any code designed to disrupt the Site; or
• reproduce, republish, or redistribute Site content beyond normal browsing without our permission.

A3. Intellectual property in the Site

All content on the Site — including text, graphics, logos, design, and code — is owned by or licensed to Axentriq Software Ltd and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable licence to view and use the Site for your own internal reference. No other rights are granted.

A4. No reliance and accuracy

Site content, including our blog and insights, is provided for general information only. It is not legal, financial, technical, or other professional advice, and you should not rely on it as such. While we take reasonable care, we do not warrant that Site content is accurate, complete, or current, and we accept no liability for any reliance placed on it.

A5. Third-party links

The Site may contain links to third-party websites. We provide these for convenience only; we do not control or endorse them and accept no responsibility for their content, products, or privacy practices.

A6. Availability "as is"

The Site is provided "as is" and "as available". We do not guarantee that it will be uninterrupted, secure, or free from errors, and we may suspend, withdraw, or change all or part of it without notice.

A7. Privacy and cookies

Your use of the Site is also governed by our Privacy Policy and Cookie Policy. We use cookieless Plausible analytics, which sets no cookies and requires no consent banner.

A8. Governing law

These Website Terms of Use, and any dispute arising from them, are governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

Part B — Terms of Business (consultancy and software services)

B1. Definitions

In this Part B: "Axentriq", "we", "us" means Axentriq Software Ltd; "Client", "you" means the customer named in the SOW; "SOW" means a signed Statement of Work or Master Services Agreement describing the engagement; "Services" means the consultancy and/or software services we provide; "Deliverables" means the outputs we are engaged to deliver; "Axentriq Background IP" means tools, methods, frameworks, libraries, and know-how we own or use independently of the engagement; and "Open-Source Software" means third-party software licensed under open-source terms.

B2. Basis of contract and order of precedence

These Terms of Business apply to all Services unless we agree otherwise in writing. Where they conflict, the following order of precedence applies: (1) the signed SOW; (2) these Terms of Business; (3) any other document referenced in the SOW. Any terms in a Client purchase order, vendor portal, or standard conditions are expressly excluded and do not apply, even if acknowledged by us.

B3. Services and deliverables

We will perform the Services with reasonable skill and care and in accordance with the SOW. Any timescales, estimates, or budgets are made in good faith and are indicative only, not guarantees, unless the SOW expressly states a fixed commitment. Changes to scope, timing, or fees must be agreed through our change-control process and recorded in writing before the affected work proceeds.

B4. Client obligations and dependencies

You will provide, in a timely manner, the access, information, decisions, environments, third-party cooperation, and personnel reasonably required for the Services. Where the SOW lists dependencies or assumptions, you are responsible for meeting them. If your delay or failure to meet a dependency affects our performance, we are not liable for the resulting delay or cost and may adjust timescales and fees accordingly.

B5. Fees, expenses, and payment

You will pay our fees as set out in the SOW. Unless stated otherwise, invoices are payable within 30 days of the invoice date. We may recharge reasonable pre-agreed expenses. All fees are exclusive of VAT, which we will add at the prevailing rate where applicable. We may charge interest and recover reasonable debt-recovery costs on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend the Services on written notice if undisputed invoices remain unpaid.

B6. Intellectual property

On full payment of all sums due, we assign or license to you the intellectual property rights in the Deliverables created specifically for you under the SOW, as set out in the SOW. We retain all rights in Axentriq Background IP and in Open-Source Software; to the extent any is embedded in a Deliverable, we grant you a non-exclusive, perpetual licence to use it as part of that Deliverable. Open-Source Software remains subject to its own licence terms. Until full payment, all rights in the Deliverables remain with us.

B7. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the engagement, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law or regulator (with notice where lawful). This clause survives termination.

B8. Data protection

Where we process personal data on your behalf in providing the Services, we act as your processor and you as controller, and our processing is governed by the data-processing terms in the SOW, which reflect the requirements of Article 28 UK GDPR and the Data Protection Act 2018. Our own processing of personal data is described in our Privacy Policy.

B9. Warranties

We warrant that we will perform the Services with reasonable skill and care. Where Services fail to meet that standard and you notify us promptly, your sole and exclusive remedy is for us to re-perform the affected Services at our cost. Except as expressly stated, and so far as permitted by law, all other warranties, conditions, and terms implied by statute or common law are excluded. We do not warrant that any Deliverable or software will be uninterrupted or error-free.

B10. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited. Subject to that:

• neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or data; and
• our total aggregate liability arising under or in connection with the engagement, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid by you under the relevant SOW in the 12 months before the date the claim arose.

The parties agree these limits are reasonable, having regard to the nature of the Services and the fees, and are intended to satisfy the reasonableness test under the Unfair Contract Terms Act 1977.

B11. Indemnities

You will indemnify us against losses, claims, and reasonable costs arising from your breach of these Terms, your misuse of the Deliverables, or any material, data, or instructions you provide to us that infringe a third party's rights or applicable law. Any indemnity we give will be set out expressly in the SOW and is subject to the limitations in clause B10.

B12. Term, suspension, and termination

The engagement runs for the term stated in the SOW. Either party may terminate on written notice if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent or unable to pay its debts. We may suspend the Services for non-payment under clause B5. On termination, you will pay for all Services performed and committed costs up to the termination date. Clauses that by their nature should survive (including B6, B7, B8, B10, and B11) continue after termination.

B13. Subcontracting and assignment

We may subcontract or use suitably qualified third parties to perform parts of the Services, remaining responsible for their work. Neither party may assign or transfer its rights or obligations without the other's prior written consent, except that either party may assign to a successor of all or substantially all of its business.

B14. Force majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, civil unrest, epidemic, failure of utilities or networks, or third-party supplier failure. The affected party will notify the other and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected SOW on written notice.

B15. Notices

Notices under these Terms must be in writing and sent to the addresses in the SOW or, for us, to Axentriq Software Ltd, 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, or by email to hello@axentriq.co.uk. Notices are deemed received on delivery, or on the next business day if sent by email outside business hours.

B16. General

These Terms, together with the applicable SOW, constitute the entire agreement between the parties and supersede all prior discussions on their subject matter. Nothing creates a partnership, joint venture, or agency between the parties. If any provision is found invalid or unenforceable, the rest remains in effect, and the parties will replace it with a valid provision of similar effect. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. No failure to exercise a right is a waiver of it.

B17. Governing law and jurisdiction

These Terms of Business, and any dispute or claim arising out of or in connection with them or the Services, are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

B18. Contact

Questions about these Terms can be sent to Axentriq Software Ltd at hello@axentriq.co.uk or 71–75 Shelton Street, Covent Garden, London WC2H 9JQ.