Terms of Service

Last updated: March 2026

1. Agreement to Terms

By accessing or using the services provided by Carew Technologies Ltd ("we", "us", or "our"), you ("the Client") agree to be bound by these Terms of Service. These terms, together with any applicable Statement of Work (SoW), constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements. If you do not agree to these terms, please do not use our services.

2. Services

Carew Technologies provides software development, automation, and consulting services. The specific scope, deliverables, milestones, and timeline for any project will be defined in a separate Statement of Work (SoW). Services are limited to those expressly stated in the applicable SoW. Any changes to scope, deliverables, or timeline require written agreement via a Change Order signed by both parties.

3. Client Responsibilities

The Client agrees to:

  • Provide timely access to systems, materials, data, and information reasonably required for service delivery
  • Designate a primary point of contact with authority to make decisions and provide approvals
  • Review and provide feedback on deliverables within timeframes specified in the SoW
  • Ensure that any materials, data, or content provided to us do not infringe third-party rights
  • Obtain all necessary consents and licences for data shared with us

Where Client delays in fulfilling these responsibilities impact project timelines or costs, we reserve the right to adjust delivery dates and fees accordingly, with reasonable written notice.

4. Intellectual Property

Upon full payment of all fees:

  • Custom deliverables — The Client receives full ownership of all custom code, designs, and deliverables created specifically for their project. We waive all moral rights in such deliverables to the extent permitted by law.
  • Pre-existing IP — We retain ownership of all pre-existing code, frameworks, libraries, and tools used in the development process. The Client is granted an irrevocable, perpetual, worldwide, royalty-free, non-exclusive licence to use our pre-existing IP solely as embedded in the delivered project.
  • Open-source components — Where open-source software is incorporated into deliverables, it remains subject to its original licence terms. We will disclose any open-source components used upon request.

Until full payment is received, all intellectual property rights in deliverables remain with Carew Technologies.

5. Payment Terms

Unless otherwise specified in the SoW:

  • All invoices are due within 30 days of the invoice date
  • Late payments will accrue interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
  • We reserve the right to claim reasonable debt recovery costs under the same legislation
  • We may suspend services if payment is more than 14 days overdue, upon written notice
  • All fees are exclusive of VAT, which will be charged where applicable

Payment disputes must be raised in writing within 7 days of the invoice date. Undisputed portions remain payable by the original due date.

6. Confidentiality

"Confidential Information" means any non-public information disclosed by either party that is marked as confidential or that a reasonable person would understand to be confidential, including but not limited to business processes, technical specifications, financial information, client data, and trade secrets.

Both parties agree to:

  • Keep all Confidential Information strictly confidential
  • Use it only for the purposes of the engagement
  • Not disclose it to third parties without prior written consent, except to professional advisors bound by confidentiality

These obligations survive for 5 years following termination of the engagement. Exceptions apply where disclosure is required by law, regulation, or court order, provided the disclosing party is notified promptly where legally permitted.

7. Data Protection

Both parties shall comply with UK GDPR and the Data Protection Act 2018. Where we process personal data on behalf of the Client:

  • We act as a data processor and the Client acts as the data controller
  • Processing is governed by a separate Data Processing Agreement (DPA) as required by Article 28 UK GDPR
  • We will only process personal data on the Client's documented instructions
  • We will implement appropriate technical and organisational security measures
  • We will notify the Client without undue delay upon becoming aware of a personal data breach
  • We will not engage sub-processors without the Client's prior written consent

Our full Privacy Policy is available at carewtechnologies.com/privacy.

8. Limitation of Liability

To the maximum extent permitted by law:

  • Our total aggregate liability under or in connection with the engagement shall not exceed the total fees paid by the Client in the 12 months preceding the claim
  • We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity

These limitations do not apply to:

  • Liability arising from wilful misconduct or gross negligence
  • Intellectual property infringement claims
  • Breaches of data protection obligations or UK GDPR fines
  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation

9. Indemnities

Each party agrees to indemnify and hold harmless the other party against all losses, damages, costs, and expenses (including reasonable legal fees) arising from:

  • By us — Any claim that deliverables created by us infringe the intellectual property rights of a third party
  • By the Client — Any claim arising from materials, data, or content provided by the Client that infringes third-party rights, or from the Client's use of deliverables in a manner not contemplated by the SoW

The indemnified party must promptly notify the indemnifying party of any claim, provide reasonable cooperation, and allow the indemnifying party to control the defence.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters, pandemics, government actions, cyber-attacks, power failures, internet outages, or acts of terrorism. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected SoW by written notice.

11. Termination

Either party may terminate the engagement:

  • For convenience — With 30 days' written notice
  • For cause — With immediate effect if the other party commits a material breach that remains unremedied 14 days after written notice
  • Insolvency — With immediate effect if the other party enters administration, liquidation, or makes an arrangement with creditors

Upon termination:

  • The Client is responsible for payment of all work completed and expenses incurred up to the termination date
  • We will deliver all completed and in-progress deliverables upon receipt of outstanding payment
  • Each party will return or destroy the other party's Confidential Information within 30 days
  • Clauses relating to IP, confidentiality, limitation of liability, indemnities, and governing law survive termination

12. Dispute Resolution

In the event of a dispute arising out of or in connection with these terms:

  1. Negotiation — The parties shall first attempt to resolve the dispute through good-faith negotiation between senior representatives within 14 days
  2. Mediation — If unresolved, the parties shall attempt mediation under the CEDR Model Mediation Procedure before commencing legal proceedings
  3. Litigation — If mediation fails, either party may pursue the matter through the courts

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from the courts.

13. Governing Law and Jurisdiction

These Terms of Service and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

14. General Provisions

  • Severability — If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • No waiver — Failure by either party to enforce any provision shall not constitute a waiver of that provision or the right to enforce it subsequently.
  • Assignment — Neither party may assign or transfer their rights or obligations without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
  • Notices — All formal notices must be in writing and sent by email or recorded delivery to the addresses specified in the SoW, and shall be deemed received on the next business day (email) or two business days after posting (recorded delivery).

15. Changes to Terms

We reserve the right to modify these terms. Material changes will be communicated by email with at least 30 days' notice. Minor changes will be posted on this page with an updated revision date. If you do not agree to the modified terms, you may terminate the engagement by providing written notice before the changes take effect.

16. Contact

For questions about these Terms of Service, please contact us at: