Terms of Service

Effective date: 2 April 2026

1. Scope

These Terms of Service ("Terms") govern your use of the website operated by Nter-Compu Systems Ltd ("Company", "we", "us") and, where applicable, the supply of professional services including communications design, network and WAN advisory, technology assessments, and related managed oversight services to business customers in the United Kingdom. By using our website or entering a contract with us, you agree to these Terms.

2. Service description

We provide consultancy and delivery services as described in individual statements of work, order forms, or master services agreements. Unless expressly agreed in writing, we do not guarantee outcomes that depend on third parties (such as carriers or equipment vendors) or on your internal change management. Deliverables, milestones, fees, and acceptance criteria are as set out in the contract documents for each engagement. Where we give oral explanations in meetings, they do not override the written contract unless confirmed in writing by an authorised signatory of the Company.

3. Your obligations

You will provide accurate information, timely access to relevant personnel and systems as reasonably required, and a safe working environment for our staff and subcontractors attending your premises. You must not use our services or website for unlawful purposes, to transmit malware, or to infringe others' rights. You are responsible for maintaining the confidentiality of credentials we issue for project tools and for notifying us promptly of unauthorised use.

4. Intellectual property

We retain ownership of our pre-existing materials, methodologies, and tools. Unless otherwise agreed, you receive a non-exclusive licence to use project deliverables for your internal business purposes. You own your confidential information and data. General learning we gain (non-confidential) may inform future work, provided we do not disclose your confidential information.

5. Fees and payment

Fees are stated in pounds sterling unless otherwise agreed. Invoices are payable within the period stated on the invoice (default: thirty days from date of invoice). Late payment may incur interest at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work if invoices are materially overdue, after reasonable notice where practicable.

6. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law. Subject to the foregoing, our total aggregate liability arising out of or in connection with any contract (whether in contract, tort, negligence, or otherwise) shall not exceed the fees paid to us under that contract in the twelve months preceding the claim. We shall not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, or loss of data, except where such exclusion is prohibited by law.

7. Warranties

We warrant that we will perform services with reasonable skill and care. Except as expressly stated, all other warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by law. Software or hardware supplied by third parties is subject to the relevant manufacturer's terms.

8. Termination

Either party may terminate a services contract in accordance with its termination provisions. Where no specific provision exists, either party may terminate on thirty days' written notice, subject to payment for work properly performed up to termination. We may terminate immediately if you commit a material breach that is not remedied within fourteen days of written notice (if remediable), or immediately where not remediable or where insolvency events occur.

9. Data protection

Processing of personal data is described in our Privacy Policy. Where we process personal data on your behalf as a processor, a separate data processing agreement may apply as required by UK GDPR.

10. Governing law and jurisdiction

These Terms and any dispute or claim arising out of them or the services shall be governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, except that we may seek interim relief in any competent court.

11. Dispute resolution

The parties will attempt in good faith to resolve disputes through negotiation. If not resolved within thirty days, either party may propose mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure or another mutually agreed mediation body. Nothing in this clause prevents either party from seeking injunctive relief or bringing a claim in court where appropriate.

12. Website use

Website content is for general information and does not constitute legal, technical, or financial advice on its own. We may change or withdraw content at any time. You must not scrape the site in a way that degrades our systems or breaches applicable law.

13. Force majeure

Neither party shall be liable for failure or delay in performing obligations (except payment of money due) caused by events outside reasonable control, including acts of government, war, terrorism, riot, fire, flood, epidemic, strike, failure of public utilities, or failure of public telecommunications networks, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

14. Assignment

You may not assign or transfer your rights or obligations under a contract without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of assets, provided your contractual benefits are not materially reduced.

15. Entire agreement

These Terms, together with the applicable statement of work or order form, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions and representations (written or oral) relating to the same subject matter, except for fraud.

16. Contact

Nter-Compu Systems Ltd, St James's Tower, 1 Charlotte Street, Manchester M1 4ET, United Kingdom. Email: hello@ntercompu.co.uk. Telephone: +44 161 714 3829.