Terms & Conditions

Definitions

In these Terms and Conditions, the following definitions apply:

• "Company" or "we" means PLUTO TECHNOLOGIES LTD, a company registered in England and Wales with company number 13936032
• "Client" or "you" means the individual or entity entering into an agreement with the Company
• "Services" means website development, mobile app development, design services, and IT resource staffing provided by the Company
• "Contractor" means any IT professional provided by the Company to the Client
• "Project" means any specific work or assignment undertaken by the Company for the Client
• "Confidential Information" means any proprietary or sensitive information disclosed between parties
• "Intellectual Property" means all copyrights, trademarks, patents and other intellectual property rights

Services provided

The Company provides the following services:

Website Development

• Custom web applications and websites
• E-commerce solutions and online stores
• Corporate websites and landing pages
• Content management system integration
• Website maintenance and support

Mobile App Development

• Native iOS and Android applications
• Cross-platform mobile applications
• Web applications and progressive web apps
• App store submission and deployment
• Mobile app maintenance and updates

Design Services

• UI/UX design and user experience
• Brand identity and logo design
• Graphic design and marketing materials
• Web design and wireframing
• Design system development

IT Resource Staffing

• Frontend and backend developers
• UI/UX designers and product managers
• QA engineers and DevOps specialists
• Project managers and technical leads
• Remote IT support and maintenance

Contractor terms

For IT resource staffing services, the following terms apply:

Contractor Status

• All contractors provided are independent professionals, not employees of the Company
• Contractors operate outside IR35 regulations
• Contractors are responsible for their own tax obligations and National Insurance contributions
• The Company acts as an intermediary between the Client and the Contractor

Contractor Selection

• Contractors are selected based on skills, experience and availability
• All contractors undergo background checks and reference verification
• Contractors must sign confidentiality agreements before project commencement
• The Company reserves the right to replace contractors if performance standards are not met

Project Management

• The Company provides project management and oversight for all contractor assignments
• Regular progress reports and quality checks are conducted
• Communication protocols are established between Client, Company and Contractor
• Issue escalation procedures are in place for problem resolution

Payment terms

Payment terms for all services are as follows:

Pricing Models

• Fixed-price projects: Payment based on agreed project scope and deliverables
• Time and materials: Payment based on actual hours worked and materials used
• Retainer agreements: Monthly payment for ongoing services and support
• Day rates: Daily rates for contractor services, quoted per role and agreed in writing before work begins

Payment Schedule

• Invoices are issued monthly or upon project milestones, as agreed
• Payment is due within 30 days of invoice date
• Late payment charges of 8% above Bank of England base rate may apply
• All prices are exclusive of VAT unless otherwise stated

Payment Methods

• Bank transfer (preferred method)
• Credit card payments (subject to processing fees)
• Digital payment platforms (PayPal, Stripe)
• All payment details are provided on invoices

Intellectual property

Intellectual property rights are governed as follows:

Client Ownership

• Upon full payment, the Client owns all custom-developed code, designs and deliverables
• Client receives full source code and documentation for all custom work
• Client has the right to modify, distribute and commercialise the delivered work
• Client retains ownership of any pre-existing intellectual property they provide

Company Rights

• The Company retains rights to any pre-existing intellectual property, frameworks and methodologies
• Open-source components remain subject to their respective licences
• The Company may use anonymised project learnings for future business development
• Portfolio rights: The Company may showcase completed work in their portfolio (with Client permission)

Third-Party Components

• Third-party libraries and frameworks are subject to their respective licences
• Client is responsible for compliance with third-party licence terms
• The Company will inform the Client of any licence restrictions or requirements
• Open-source components are clearly documented in project deliverables

Confidentiality

Both parties agree to maintain strict confidentiality regarding:

Confidential Information

• Business strategies, plans and financial information
• Technical specifications, source code and proprietary methodologies
• Client data, user information and personal details
• Project requirements, timelines and deliverables
• Any other information marked as confidential or reasonably considered confidential

Obligations

• Confidential information may only be used for the specific project or service
• Information must not be disclosed to third parties without written consent
• Appropriate security measures must be implemented to protect confidential data
• Confidentiality obligations continue for 5 years after project completion
• All team members and contractors must sign confidentiality agreements

Exceptions

• Information that is publicly available or becomes public through no breach of these terms
• Information independently developed without use of confidential information
• Information required to be disclosed by law or court order
• Information disclosed with prior written consent

Liability limitations

The Company's liability is limited as follows:

General Limitations

• The Company's total liability shall not exceed the total amount paid by the Client for the specific project
• The Company is not liable for any indirect, consequential, or special damages
• Liability is limited to direct damages arising from the Company's breach of contract
• The Company is not responsible for third-party actions or third-party service failures

Excluded Damages

• Loss of profits, revenue, or business opportunities
• Loss of data or information (unless caused by Company negligence)
• Loss of goodwill or reputation
• Punitive or exemplary damages
• Costs of substitute services or products

Force Majeure

• The Company is not liable for delays or failures due to circumstances beyond reasonable control
• This includes natural disasters, government actions, internet outages and third-party failures
• Reasonable efforts will be made to minimise the impact of such events
• Client will be notified promptly of any force majeure events affecting the project

Termination

Either party may terminate the agreement under the following circumstances:

Termination by Client

• With 30 days written notice for ongoing services
• Immediately for material breach of contract by the Company
• For non-payment by the Company (if applicable)
• For failure to meet agreed performance standards

Termination by Company

• With 30 days written notice for ongoing services
• Immediately for non-payment by the Client
• For material breach of contract by the Client
• For failure to provide necessary information or cooperation
• For insolvency or bankruptcy of the Client

Effect of Termination

• All work completed up to termination date must be paid for
• Client receives all deliverables completed to date
• Confidentiality obligations continue as specified
• Intellectual property rights are transferred as agreed
• Both parties must return or destroy confidential information

Project Completion

• Fixed-price projects are considered complete upon delivery of agreed deliverables
• Time and materials projects continue until explicitly terminated
• Retainer agreements continue until terminated with proper notice
• Final payment is due upon project completion or termination

IR35 compliance

All contractor services are provided outside IR35 regulations:

Contractor Status

• All contractors are independent professionals, not employees
• Contractors operate their own businesses and provide services to multiple clients
• Contractors are responsible for their own tax and National Insurance obligations
• No employment relationship exists between the Company and contractors

Contract Structure

• Contracts are structured to ensure outside IR35 status
• Contractors have the right to substitute themselves with qualified alternatives
• No mutuality of obligation beyond specific project requirements
• Contractors control how, when and where work is performed

Client Responsibilities

• Clients must not treat contractors as employees
• No employee benefits, holiday pay, or sick pay should be provided
• Contractors should not be subject to disciplinary procedures
• Clients must respect contractor independence and business structure

Compliance Monitoring

• The Company regularly reviews contract terms to ensure IR35 compliance
• Contractors are educated on maintaining outside IR35 status
• Clients are provided with guidance on proper contractor engagement
• Regular audits ensure ongoing compliance with HMRC requirements

Data protection

The Company complies with UK GDPR and Data Protection Act 2018:

Data Processing

• Personal data is processed lawfully, fairly and transparently
• Data is collected only for specified, explicit and legitimate purposes
• Data is adequate, relevant and limited to what is necessary
• Data is kept accurate and up to date
• Data is retained only for as long as necessary

Client Rights

• Right to access personal data held by the Company
• Right to rectification of inaccurate data
• Right to erasure of personal data in certain circumstances
• Right to restrict processing of personal data
• Right to data portability
• Right to object to processing

Security Measures

• Technical and organisational measures to protect personal data
• Encryption of data in transit and at rest
• Regular security assessments and updates
• Access controls and staff training
• Incident response procedures

Data Sharing

• Personal data is not sold to third parties
• Data may be shared with contractors under strict confidentiality agreements
• Data may be shared with service providers under data processing agreements
• Data may be disclosed if required by law or court order

Force majeure

Neither party shall be liable for failure to perform due to force majeure events:

Force Majeure Events

• Natural disasters (floods, earthquakes, hurricanes, etc.)
• Government actions, regulations, or restrictions
• War, terrorism, or civil unrest
• Internet outages or telecommunications failures
• Pandemic or public health emergencies
• Strikes, labour disputes, or industrial action
• Power outages or utility failures

Obligations During Force Majeure

• Affected party must notify the other party promptly
• Reasonable efforts must be made to minimise the impact
• Alternative arrangements should be explored where possible
• Regular updates on the situation must be provided
• Performance must resume as soon as reasonably possible

Termination Rights

• Either party may terminate if force majeure continues for more than 60 days
• Termination must be in writing with 14 days notice
• Payment for completed work remains due
• Confidentiality obligations continue
• Intellectual property rights are transferred as agreed

Governing law

These terms are governed by English law and subject to English jurisdiction:

Legal Framework

• These terms are governed by the laws of England and Wales
• Any disputes are subject to the exclusive jurisdiction of English courts
• English law applies regardless of the Client's location
• EU regulations continue to apply where relevant post-Brexit

Regulatory Compliance

• Company operates under UK company law and regulations
• All services comply with UK business standards
• Data protection follows UK GDPR requirements
• Tax obligations are handled according to UK tax law

International Clients

• International clients are subject to English law
• Currency conversions are based on prevailing exchange rates
• Tax implications may vary by jurisdiction
• Clients are responsible for their own local tax obligations

Dispute resolution

Disputes are resolved through the following process:

Informal Resolution

• Parties must first attempt to resolve disputes through direct communication
• Written notice of dispute must be provided within 30 days
• Good faith negotiations must be conducted for at least 30 days
• Senior representatives from both parties should be involved

Mediation

• If informal resolution fails, mediation may be requested
• Mediation must be conducted by a mutually agreed mediator
• Mediation costs are shared equally between parties
• Mediation is non-binding unless both parties agree otherwise

Arbitration

• If mediation fails, disputes may be referred to arbitration
• Arbitration is conducted under the Arbitration Act 1996
• Arbitrator is appointed by mutual agreement or by a recognised body
• Arbitration decision is binding and enforceable

Court Proceedings

• Court proceedings may only be commenced if other methods fail
• Proceedings must be brought in English courts
• Parties are responsible for their own legal costs
• Court proceedings are public unless otherwise ordered

Amendments

These terms may be amended as follows:

Amendment Process

• Amendments must be made in writing and signed by both parties
• Email confirmation is acceptable for minor amendments
• Major changes require formal contract amendment
• Amendments take effect from the date specified in the amendment

General Terms Updates

• The Company may update general terms and conditions
• Clients will be notified of changes at least 30 days in advance
• Changes will be published on the Company website
• Continued use of services constitutes acceptance of new terms

Project-Specific Changes

• Project scope changes require written agreement
• Timeline changes must be mutually agreed
• Budget changes require formal approval
• All changes must be documented and signed

Client Rights

• Clients may reject proposed amendments
• Rejection may result in termination of services
• Clients have the right to negotiate alternative terms
• Existing contracts remain valid until amended or terminated

Severability

If any provision of these terms is found to be invalid or unenforceable:

Invalid Provisions

• Invalid provisions are severed from the agreement
• Remaining provisions continue in full force and effect
• Invalid provisions are replaced with valid, enforceable alternatives
• Parties must negotiate replacement provisions in good faith

Partial Invalidity

• Only the invalid part of a provision is severed
• Valid parts of the provision remain enforceable
• Severance does not affect the overall agreement
• Parties' rights and obligations remain intact

Replacement Terms

• Replacement terms must be commercially reasonable
• Replacement terms must achieve the original intent
• Replacement terms must be legally valid and enforceable
• Both parties must agree to replacement terms

Entire Agreement Impact

• Severance does not affect the entire agreement clause
• Agreement remains binding on both parties
• Performance obligations continue as specified
• Termination rights remain unaffected

Entire agreement

These terms constitute the entire agreement between the parties:

Complete Agreement

• These terms supersede all previous agreements and understandings
• No oral agreements or representations are binding
• All terms must be in writing to be enforceable
• Project-specific terms supplement these general terms

Precedence

• Project-specific contracts take precedence over general terms
• Written amendments override conflicting terms
• Later agreements supersede earlier ones
• Conflicting terms are resolved in favour of the more specific provision

Reliance

• Parties have not relied on any representations not contained in these terms
• All warranties are expressly set out in these terms
• No implied terms apply unless required by law
• Parties acknowledge they have read and understood all terms

Variation

• These terms may only be varied in writing
• Variations must be signed by both parties
• Email confirmations are acceptable for minor variations
• Variations take effect from the date specified