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Denwen Technology terms of service
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Terms of Service

Last updated: June 2026

1. Introduction

These Terms of Service ("Terms") govern the provision of IT services by Denwen Technology Ltd ("the Company", "we", "our", or "us") to you ("the Client", "you", or "your"). By engaging our services, you agree to be bound by these Terms.

These Terms should be read in conjunction with any Service Agreement, Statement of Work, or proposal document that has been mutually agreed between the parties.

2. Definitions

  • "Services" means the IT services, support, consultancy, and any other professional services provided by the Company as described in the applicable Service Agreement.
  • "Service Agreement" means the specific contract, proposal, or statement of work that details the scope, pricing, and terms of the Services to be provided.
  • "Confidential Information" means any non-public information disclosed by either party, including but not limited to business plans, technical data, customer information, and financial details.
  • "Working Day" means Monday to Friday, excluding public holidays in England and Wales.
  • "SLA" means Service Level Agreement as defined in Section 6.

3. Services

The Company shall provide the Services as described in the applicable Service Agreement. We reserve the right to modify the manner in which Services are delivered, provided that such modifications do not materially diminish the quality or scope of the Services.

Additional services not covered by the existing Service Agreement may be requested and will be subject to separate quotation and agreement.

4. Client Obligations

The Client agrees to:

  • Provide timely and accurate information necessary for the provision of Services
  • Ensure reasonable access to systems, premises, and personnel as required
  • Maintain appropriate security measures and not intentionally compromise systems under management
  • Designate an authorised point of contact for service requests and approvals
  • Comply with all applicable laws and regulations in relation to the use of our Services
  • Promptly notify us of any changes to systems, infrastructure, or requirements that may affect service delivery

5. Payment Terms

Payment terms are as specified in the applicable Service Agreement. Unless otherwise agreed:

  • Invoices are issued monthly in advance for managed services and in arrears for project-based work
  • Payment is due within 30 days of the invoice date
  • All prices are quoted exclusive of VAT, which shall be added at the prevailing rate
  • Late payments may incur interest at a rate of 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
  • We reserve the right to suspend Services in the event of persistent late payment following reasonable notice

6. Service Level Agreements

Where a Service Level Agreement forms part of the Service Agreement, the following general principles apply:

  • Response times: Initial response times are categorised by priority level (Critical, High, Medium, Low) and defined in the SLA schedule
  • Resolution targets: Best-endeavour resolution targets are defined per priority level
  • Availability: System availability targets are defined in the SLA and measured over calendar months
  • Exclusions: SLA targets exclude scheduled maintenance windows, Client-caused incidents, and force majeure events
  • Reporting: Monthly service reports detailing SLA performance shall be provided upon request

7. Intellectual Property

Unless expressly agreed otherwise in the Service Agreement:

  • All intellectual property rights in materials, tools, methodologies, and software developed or owned by the Company prior to or independently of the Services shall remain the property of the Company
  • Intellectual property rights in deliverables specifically created for the Client as part of a project-based engagement shall transfer to the Client upon full payment
  • The Company grants the Client a non-exclusive, non-transferable licence to use any Company-owned tools or software necessary for the provision of the Services during the term of the agreement

8. Limitation of Liability

To the maximum extent permitted by law:

  • The Company's total aggregate liability in respect of all claims arising under or in connection with the Service Agreement shall not exceed the total fees paid by the Client in the 12-month period preceding the claim
  • The Company shall not be liable for any indirect, consequential, special, or incidental damages, including but not limited to loss of profits, revenue, data, or business opportunity
  • Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law

9. Termination

Either party may terminate the Service Agreement:

  • By giving not less than 90 days' written notice (or such other period as specified in the Service Agreement)
  • Immediately upon written notice if the other party commits a material breach that is not remedied within 30 days of written notification
  • Immediately upon written notice if the other party enters insolvency, administration, liquidation, or ceases to trade

Upon termination, the Company shall provide reasonable assistance in transitioning services to another provider, subject to payment for such assistance at the Company's then-current rates.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure Event, including but not limited to: natural disasters, pandemics, acts of terrorism, civil unrest, government actions, power failures, internet or telecommunications failures, and cyber attacks beyond reasonable prevention measures.

The affected party shall notify the other party as soon as reasonably practicable and use all reasonable endeavours to mitigate the effect of the Force Majeure Event. If a Force Majeure Event continues for more than 60 days, either party may terminate the agreement by giving 14 days' written notice.

11. Governing Law

These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

12. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms or any Service Agreement, the parties shall:

  • First, attempt to resolve the dispute through good-faith negotiation between senior representatives of each party
  • If negotiation fails within 30 days, the parties may agree to submit the dispute to mediation administered by the Centre for Effective Dispute Resolution (CEDR)
  • If mediation fails or is not agreed, either party may commence legal proceedings in the courts of England and Wales

13. Contact

For any questions regarding these Terms of Service, please contact us:

  • Email: hello@denwen.co.uk
  • Address: Denwen Technology Ltd, Bedford, Bedfordshire, United Kingdom
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