1. Interpretation
In these Terms and Conditions, the following definitions apply:
- "Company" means Cacoyannis Limited, registered in England and Wales under company number 15891267, incorporated August 2024, whose registered office is at Unit 13 Freeland Park, Wareham Road, Lytchett Matravers, Poole, BH16 6FA.
- "Client" means the person, company or organisation that engages the Company for the provision of services.
- "Services" means the software engineering, consultancy, and related professional services agreed between the Company and the Client.
- "Agreement" means the contract formed between the Company and the Client, incorporating these Terms and Conditions and any written scope of work, proposal or engagement letter.
- "Deliverables" means any software, code, documentation, reports or other materials produced by the Company in the course of providing the Services.
- "Website" means the Company's website at cacoyannis.co.uk and all pages associated with it.
2. Basis of Contract
These Terms and Conditions apply to all services provided by the Company unless expressly varied in writing. They take precedence over any terms proposed by the Client, unless the Company expressly agrees otherwise in writing.
An Agreement is formed when the Company accepts an engagement in writing — whether by email, a signed proposal or a formal contract. No Agreement is formed by the provision of a quote or estimate alone.
The Company reserves the right to decline any engagement at its sole discretion without being required to provide a reason.
3. Services
The Company will provide the Services with reasonable skill, care and diligence, in accordance with the scope agreed at the outset of each engagement.
Any material change to the agreed scope must be requested in writing by the Client and accepted in writing by the Company before additional work is undertaken. Changes to scope may affect fees, timelines, or both.
The Company does not guarantee any specific business outcome from the provision of the Services. The Company's obligation is to deliver competent professional work to the standard agreed.
Where timelines are agreed, the Company will endeavour to meet them. The Company will not be liable for delays caused by the Client's failure to provide information, access or approvals in a timely manner.
4. Client Obligations
The Client agrees to:
- Provide accurate, complete and timely information as reasonably required by the Company to perform the Services.
- Designate a suitable point of contact with appropriate authority to make decisions relating to the engagement.
- Review and respond to queries and draft Deliverables within agreed timescales.
- Ensure that any third-party software, systems or services the Client requires the Company to work with are licensed appropriately and that the Client has authority to permit such access.
- Not use the Deliverables in any unlawful manner.
5. Fees and Payment
Fees are as agreed in writing at the commencement of each engagement. Unless otherwise agreed, the Company invoices monthly in arrears or upon the completion of defined milestones.
Payment terms are 14 days from the date of invoice unless otherwise agreed in writing. The Company reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
All fees are quoted exclusive of VAT where applicable. Expenses reasonably incurred in connection with the Services will be invoiced at cost, where agreed in advance.
Where the Client cancels an engagement or reduces its scope after commencement, fees for work already performed are payable in full.
6. Intellectual Property
Unless otherwise agreed in writing, intellectual property rights in Deliverables produced under an engagement vest in the Company until all outstanding fees have been paid in full, at which point ownership transfers to the Client.
The Company retains the right to use general skills, techniques, methods and know-how acquired during an engagement in the course of other work. The Company does not retain rights to the Client's confidential business information or data.
Any third-party software or open-source components incorporated into Deliverables remain subject to their original licences. The Company will notify the Client of any material third-party dependencies.
7. Confidentiality
Each party agrees to keep confidential all information received from the other party that is designated as confidential or that a reasonable person would understand to be confidential — including business plans, technical information, source code and client data.
Confidentiality obligations do not apply to information that:
- Is or becomes publicly available other than through breach of this clause.
- Was already known to the receiving party prior to disclosure.
- Is independently developed by the receiving party without use of confidential information.
- Is required to be disclosed by law or regulatory order.
Confidentiality obligations survive termination of the Agreement for a period of five years.
8. Data Protection
Each party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a separate Data Processing Agreement setting out the terms of such processing.
The Company's Privacy Policy, available at cacoyannis.co.uk/privacy.html, governs the processing of personal data in connection with this website and direct communications with the Company.
9. Website Use
This Website is provided for general information purposes only. Nothing on this Website constitutes professional advice of any kind. You should not rely on the information on this Website as an alternative to professional advice relevant to your specific circumstances.
The Company grants you a limited, non-exclusive licence to access and use the Website for personal, non-commercial purposes. You may not reproduce, distribute or use the content of this Website for any commercial purpose without the Company's written permission.
10. Accuracy of Information
The Company endeavours to ensure that the information on this Website is accurate and up to date, but makes no representations or warranties about its completeness, accuracy or fitness for any particular purpose. The Company reserves the right to update, modify or remove content from the Website at any time without notice.
11. Third-Party Links
This Website may contain links to third-party websites. These links are provided for convenience only. The Company has no control over the content of those websites and accepts no responsibility or liability for them. The inclusion of a link does not imply endorsement by the Company.
12. Liability
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited by law.
Subject to the above, the Company's total aggregate liability to the Client in connection with any engagement — whether in contract, tort (including negligence) or otherwise — shall not exceed the total fees paid by the Client to the Company in the three months preceding the event giving rise to the claim.
The Company shall not be liable for any indirect, consequential, special or punitive loss, including but not limited to loss of profits, revenue, business opportunity, data or goodwill.
The Company shall not be liable for any loss or damage arising from reliance on information contained on this Website.
13. Termination
Either party may terminate an engagement by providing written notice in accordance with the notice period agreed at the outset. In the absence of a specific agreement, 30 days' written notice applies.
The Company may terminate an engagement with immediate effect if:
- The Client is in material breach of these Terms and has not remedied the breach within 14 days of written notice.
- The Client becomes insolvent, enters administration, or ceases trading.
- The Client fails to make payment when due.
On termination, all fees accrued to the date of termination become immediately payable. The Client's obligations of confidentiality and any licence restrictions on use of Deliverables survive termination.
14. General
These Terms, together with any written engagement documentation, constitute the entire agreement between the parties in respect of the Services and supersede any prior representations, agreements or understandings.
If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.
A failure by either party to enforce any right under these Terms shall not constitute a waiver of that right or any other right.
The Company may update these Terms from time to time. Updated Terms will apply to engagements entered into after the effective date of the revision. The current version is always available at cacoyannis.co.uk/terms.html.
15. Governing Law and Jurisdiction
These Terms and any Agreement formed under them are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
For all formal legal notices, correspondence should be addressed to: Cacoyannis Limited, Unit 13 Freeland Park, Wareham Road, Lytchett Matravers, Poole, BH16 6FA. Email: info@cacoyannis.co.uk.