Our Terms & Conditions
These Terms and Conditions (“Terms”) apply to any contract between Growwtech UK Ltd (trading as Growwtech) and the Client for the supply of services. Please read these Terms carefully and ensure that you understand them before proceeding with our proposal as set out in the Scope of Work.
By confirming your agreement to the Scope of Work – including, without limitation, the sending of a purchase order, signing a proposal, or making any payment – you agree to be bound by these Terms and the documents expressly referred to herein.
We recommend that you print a copy of these Terms or save them for future reference.
Terms
1. Interpretation
1.1 In these Terms and Conditions:
- "Growwtech," "We," "Us," "Our" refers to Growwtech UK Ltd, a company registered in England and Wales, with its registered office at 2A, Alton Road, Croydon, CR0 4LY, United Kingdom, offering digital services including but not limited to web development, mobile app development, custom software development, UI/UX design, AI automation, cloud services, and digital marketing.
- "Client," "You," "Your" means the individual, company, partnership, or other legal entity receiving services from Growwtech as identified in the Scope of Work.
- "Contract" refers to the binding agreement between Growwtech and the Client, comprising these Terms, the Scope of Work, and any other documents expressly incorporated by reference.
- "Scope of Work" ("SOW") means the document describing the specific services, deliverables, fees, milestones, and timelines agreed between Growwtech and the Client.
- "Deliverables" means all outputs, works, materials, and products produced by Growwtech for the Client as outlined in the Scope of Work.
- "Materials" refers to any content, data, documentation, assets, or resources provided by the Client for the purpose of fulfilling the services.
- "Intellectual Property Rights" means all patents, copyright, database rights, design rights (whether registered or unregistered), trade marks, trade names, trade secrets, know-how, and all other intellectual property rights and similar proprietary rights, whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, such rights.
- "Working Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
- "VAT" means value added tax as provided for in the Value Added Tax Act 1994 or any tax of a similar nature.
1.2 References to statutes or statutory provisions include those as amended, re-enacted, or replaced from time to time.
1.3 Clause headings are for convenience only and shall not affect the interpretation of these Terms.
1.4 A reference to "writing" or "written" includes email but does not include text message (SMS) or communication via social media platforms.
2. Basis of Contract
2.1 These Terms apply to all services provided by Growwtech. They supersede and prevail over any other terms, conditions, or representations proposed or relied upon by the Client (whether in any purchase order, confirmation of order, or otherwise), unless expressly agreed in writing and signed by both parties.
2.2 The Contract shall come into existence on the earliest of the following: the date of written acceptance of the Scope of Work by the Client; the date of payment of any deposit or advance; or the date on which both parties begin performing their respective obligations.
2.3 Any quotation provided by Growwtech is valid for a period of 30 days from the date of issue, unless otherwise stated or withdrawn earlier.
2.4 Growwtech reserves the right to decline any project or engagement at its sole discretion prior to the formation of the Contract.
3. Services
3.1 Growwtech shall provide the services described in the Scope of Work with reasonable skill, care, and diligence in accordance with generally accepted professional standards and practices within the digital technology industry.
3.2 Timelines, milestones, and delivery dates provided in the Scope of Work are estimates only, unless expressly stated to be firm deadlines. Time shall not be of the essence in respect of any obligation under the Contract.
3.3 Delays caused by the Client's failure to provide required Materials, access, information, feedback, or approvals in a timely manner, or delays attributable to third-party dependencies, shall not be the responsibility of Growwtech. In such circumstances, Growwtech reserves the right to adjust timelines and, where applicable, fees.
3.4 Ongoing services such as hosting, maintenance, support, and retainer-based work shall be governed by separate agreements or service-level agreements as appropriate.
3.5 Growwtech may, at its discretion, engage suitably qualified subcontractors to perform all or any part of the services. Growwtech shall remain fully responsible for the quality and timeliness of such subcontracted work.
4. Change Control
4.1 Any request by either party to change the Scope of Work (including changes to specifications, deliverables, timelines, or requirements) must be submitted in writing ("Change Request").
4.2 Growwtech shall assess each Change Request and provide the Client with an estimate of the impact on fees, timelines, and any other relevant terms within a reasonable period.
4.3 No Change Request shall be effective unless and until agreed in writing by both parties. Work on any change shall not commence until written approval has been given.
4.4 Where the Client requests additional work outside the original Scope of Work, such work shall be treated as a Change Request and shall attract additional fees at Growwtech's prevailing rates.
5. Client Responsibilities
5.1 The Client shall provide all required access, information, content, credentials, Materials, and approvals in a timely manner to facilitate project progress and enable Growwtech to perform the services.
5.2 The Client warrants and represents that all Materials supplied to Growwtech are accurate, complete, lawful, and do not infringe the intellectual property rights or any other rights of any third party. The Client shall indemnify Growwtech against all claims, losses, damages, and expenses arising from a breach of this warranty.
5.3 The Client shall designate a primary project liaison who shall have authority to make decisions on behalf of the Client and communicate with Growwtech throughout the duration of the Contract.
5.4 The Client shall respond to requests for feedback, approval, or sign-off within 5 Working Days, unless an alternative timeframe has been agreed. Failure to do so may result in project delays and additional charges.
5.5 The Client is responsible for ensuring that its own systems, infrastructure, and third-party services are compatible with and adequate for the Deliverables.
6. Acceptance and Approval
6.1 Upon delivery of each Deliverable (or phase thereof), the Client shall have 10 Working Days to review the work and either approve it in writing or provide detailed, written feedback specifying any defects or non-conformities with the agreed Scope of Work (the "Review Period").
6.2 If the Client does not provide written rejection or feedback within the Review Period, the Deliverable shall be deemed accepted.
6.3 Growwtech shall use reasonable endeavours to address any valid defects or non-conformities notified during the Review Period within a reasonable timeframe.
6.4 The Client may not reject a Deliverable on the grounds of minor or cosmetic variations that do not materially affect the functionality or purpose described in the Scope of Work.
7. Fees and Payment
7.1 Project fees shall be as outlined in the Scope of Work and are exclusive of VAT, which shall be charged at the prevailing rate where applicable.
7.2 A non-refundable advance payment (typically 50% of the total project fee) is required before commencement of work, unless otherwise agreed in the Scope of Work. The final balance shall be due upon delivery of the Deliverables, unless staged payment milestones have been agreed.
7.3 Invoices shall be issued in accordance with the payment schedule set out in the Scope of Work. All invoices are payable within 14 days of the date of issue, unless otherwise stated.
7.4 If payment is not received by the due date, Growwtech reserves the right to:
- Charge interest on overdue amounts at a rate of 4% per annum above the Bank of England base rate from time to time in force, calculated on a daily basis from the due date until the date of actual payment (whether before or after judgement), in addition to any rights under the Late Payment of Commercial Debts (Interest) Act 1998.
- Suspend all work and withhold delivery of any Deliverables until all outstanding amounts have been settled in full.
- Recover all reasonable costs and expenses (including legal fees) incurred in the collection of overdue amounts.
7.5 All bank charges, transaction fees, currency conversion fees, and transfer charges are the sole responsibility of the Client.
7.6 Growwtech reserves the right to review and adjust its fees annually. Any fee adjustment for ongoing or retainer-based services shall be communicated to the Client in writing with at least 30 days' prior notice.
8. Intellectual Property Rights
8.1 Upon receipt of full and final payment, the Client shall receive ownership of the Intellectual Property Rights in the Deliverables specifically created for the Client under the Contract, with the following exceptions:
- Third-party materials: Any software, code, libraries, plugins, fonts, images, or other assets licensed from third parties, which shall remain subject to the terms of their respective licences.
- Growwtech's pre-existing materials: Any code libraries, frameworks, templates, tools, methodologies, or proprietary components owned by Growwtech prior to or independently of the Contract ("Pre-Existing Materials"), which shall be licensed to the Client on a non-exclusive, royalty-free, perpetual basis for the purpose of using the Deliverables, but ownership of which shall remain with Growwtech.
8.2 Until full payment has been received, all Intellectual Property Rights in the Deliverables shall remain with Growwtech.
8.3 Growwtech retains the unrestricted right to reuse and apply all non-confidential general knowledge, skills, techniques, concepts, processes, and know-how acquired or developed in the course of performing the services.
8.4 Growwtech may showcase the project and Deliverables in its portfolio, case studies, website, and marketing materials, unless the Client has explicitly requested confidentiality in writing prior to the commencement of such use.
8.5 The Client grants Growwtech a non-exclusive, royalty-free licence to use the Client's name, logo, and trade marks solely for the purpose of performing the services and, subject to clause 8.4, for portfolio and promotional purposes.
9. Confidentiality
9.1 Each party undertakes that it shall treat as confidential all technical, commercial, financial, and business information of the other party that is disclosed during the course of the Contract or that is otherwise obtained or created in connection with the Contract ("Confidential Information").
9.2 Neither party shall use the other party's Confidential Information for any purpose other than the performance of its obligations under the Contract, nor disclose it to any third party without the prior written consent of the disclosing party.
9.3 The obligations of confidentiality shall not apply to information that:
- Is or becomes publicly available through no fault of the receiving party.
- Was lawfully in the possession of the receiving party before disclosure.
- Is independently developed by the receiving party without reference to the Confidential Information.
- Is required to be disclosed by law, regulation, or order of a court or competent authority.
9.4 The obligations under this clause shall remain in effect during the term of the Contract and for a period of 2 years following its termination or expiry.
10. Data Protection
10.1 Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as amended from time to time.
10.2 Where Growwtech processes personal data on behalf of the Client in the course of providing the services, it shall do so only on the Client's documented instructions and shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing.
10.3 The parties shall, where required, enter into a separate Data Processing Agreement setting out the subject matter, duration, nature, and purpose of processing, the types of personal data, and the categories of data subjects.
10.4 For further details on how Growwtech collects, uses, and protects personal data, please refer to our Privacy Policy.
11. Warranties and Liability
11.1 Warranty
Growwtech provides a 30-day post-delivery warranty period during which it shall, at no additional cost to the Client, rectify any defects in the Deliverables that are directly attributable to Growwtech's work and which are reported in writing during the warranty period. This warranty does not extend to defects, errors, or issues arising from:
- Third-party software, plugins, APIs, or hosting environments.
- Changes, modifications, or additions made by the Client or any party other than Growwtech after delivery.
- Inaccurate, incomplete, or defective Materials provided by the Client.
- The Client's failure to use the Deliverables in accordance with any accompanying documentation or instructions.
11.2 Limitation of Liability
To the fullest extent permitted by law:
- Growwtech shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, consequential, or special loss or damage, including but not limited to loss of profits, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, loss of reputation, or loss of data.
- Growwtech's total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total fees paid or payable by the Client under the Contract.
11.3 Exceptions
Nothing in these Terms shall limit or exclude either party's liability for:
- Death or personal injury caused by negligence.
- Fraud or fraudulent misrepresentation.
- Any other liability that cannot be limited or excluded by applicable law.
11.4 The Client acknowledges that digital products and software operate within complex and evolving technological environments and that Growwtech does not warrant uninterrupted, error-free, or completely secure performance of any Deliverable.
12. Indemnification
12.1 The Client shall indemnify and hold harmless Growwtech, its directors, employees, agents, and subcontractors against all claims, demands, actions, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
- The Client's breach of any term of the Contract.
- Any claim that the Materials provided by the Client infringe the intellectual property rights or other rights of a third party.
- The Client's use of the Deliverables in a manner not contemplated or authorised by the Contract.
12.2 Growwtech shall indemnify and hold harmless the Client against all claims that the Deliverables (excluding third-party materials and Client-provided Materials) infringe the intellectual property rights of a third party within the United Kingdom, provided that:
- The Client notifies Growwtech in writing promptly upon becoming aware of such claim.
- The Client gives Growwtech sole conduct of the defence and settlement of the claim.
- The Client provides all reasonable assistance to Growwtech (at Growwtech's expense) in connection with the defence.
13. Termination
13.1 Either party may terminate the Contract by giving 30 days' written notice to the other party.
13.2 Either party may terminate the Contract immediately by written notice if the other party:
- Commits a material breach of any term of the Contract and, where such breach is remediable, fails to remedy it within 14 days of receiving written notice requiring it to do so.
- Becomes insolvent, enters into administration, receivership, or liquidation, makes an arrangement or composition with its creditors, or ceases or threatens to cease trading.
13.3 Growwtech may terminate the Contract immediately by written notice if any payment due under the Contract remains outstanding for more than 30 days beyond the due date.
13.4 Upon termination or expiry of the Contract, howsoever arising:
- All outstanding fees shall become immediately due and payable.
- Growwtech shall deliver to the Client any completed Deliverables and work-in-progress upon receipt of payment for all work carried out up to the date of termination.
- Any licences granted under the Contract in respect of unpaid Deliverables shall be revoked and cease to have effect.
- Each party shall promptly return or, at the other party's request, securely destroy all Confidential Information of the other party in its possession.
13.5 Termination of the Contract shall not affect the accrued rights, obligations, or liabilities of either party, nor shall it affect any provision of the Contract that is expressly or by implication intended to come into force or continue in force on or after termination.
13.6 The following clauses shall survive termination: clause 8 (Intellectual Property Rights), clause 9 (Confidentiality), clause 10 (Data Protection), clause 11 (Warranties and Liability), clause 12 (Indemnification), clause 14 (Force Majeure), clause 18 (Governing Law and Jurisdiction), and any other clause which by its nature is intended to survive.
14. Force Majeure
14.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay results from circumstances beyond the reasonable control of that party ("Force Majeure Event"), including but not limited to: acts of God, natural disasters, epidemics or pandemics, fire, flood, severe weather, war, terrorism, civil unrest, governmental orders or restrictions, embargoes, sanctions, strikes or other industrial action, failure of utility services or telecommunications networks, and cyberattacks.
14.2 The affected party shall promptly notify the other party in writing of the nature and expected duration of the Force Majeure Event and shall use all reasonable endeavours to mitigate its effects and resume performance.
14.3 If a Force Majeure Event continues for a period exceeding 60 days, either party may terminate the Contract by giving 14 days' written notice to the other party.
15. Non-Solicitation
15.1 During the term of the Contract and for a period of 12 months following its termination or expiry, neither party shall, without the prior written consent of the other, directly or indirectly solicit, entice, or engage any employee, contractor, or consultant of the other party who has been materially involved in the performance of the Contract.
15.2 This restriction shall not apply to general recruitment advertising that is not specifically targeted at the other party's personnel.
16. Notices
16.1 Any notice given under or in connection with the Contract shall be in writing and shall be delivered by hand, sent by pre-paid first-class post, or sent by email to the address of the relevant party as set out in the Scope of Work or as otherwise notified in writing.
16.2 A notice shall be deemed received:
- If delivered by hand, at the time of delivery.
- If sent by pre-paid first-class post, at 9:00am on the second Working Day after posting.
- If sent by email, at the time of transmission, provided no delivery failure notification is received.
16.3 Notices to Growwtech shall be sent to:
Growwtech UK Ltd 2A, Alton Road, Croydon, CR0 4LY, United Kingdom Email: info@growwtech.co.uk
17. General Provisions
17.1 Entire Agreement. These Terms, together with the Scope of Work and any documents expressly referred to herein, constitute the entire agreement between the parties and supersede all previous agreements, understandings, and arrangements between them, whether written or oral, relating to their subject matter.
17.2 Variation. No variation of these Terms shall be effective unless it is in writing and signed by or on behalf of both parties.
17.3 Severability. If any provision of these Terms is found by any court or competent authority to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable. If such modification is not possible, the relevant provision shall be deemed severed. The validity and enforceability of the remaining provisions shall not be affected.
17.4 Waiver. A failure or delay by either party to exercise any right or remedy under the Contract shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. A single or partial exercise of any right or remedy shall not prevent or restrict the further exercise of that or any other right or remedy.
17.5 Assignment and Subcontracting. The Client shall not assign, transfer, charge, or otherwise deal with all or any of its rights or obligations under the Contract without the prior written consent of Growwtech. Growwtech may assign, subcontract, or transfer its rights and obligations under the Contract in whole or in part without the Client's consent, provided that Growwtech remains responsible for the performance of any subcontracted obligations.
17.6 Third-Party Rights. The Contract does not confer any rights on any person or party other than the parties to the Contract and, where applicable, their permitted successors and assignees. No term of the Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
17.7 No Partnership or Agency. Nothing in the Contract shall be construed as creating a partnership, joint venture, or agency relationship between the parties. Neither party shall have authority to bind or commit the other in any way.
17.8 Counterparts. The Scope of Work and any amendments may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one agreement.
18. Governing Law and Jurisdiction
18.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
19. Contact Us
If you have any questions regarding these Terms and Conditions, please contact us:
Growwtech UK Ltd (trading as Growwtech) 2A, Alton Road, Croydon, CR0 4LY, United Kingdom
Email: info@growwtech.co.uk Telephone: +44 7440 643535 Website: www.growwtech.co.uk
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