SECTION 02
Terms & Conditions of Service
1. About these terms
1.1 These Terms & Conditions ("Terms") govern the provision of IT services by METAKUS LIMITED ("we", "us", "the Company") to business customers ("you", "the Client"). By signing an Order Form or Statement of Work ("SOW"), or by using our services, you agree to these Terms.
1.2 Our services are provided to businesses only. You confirm you are entering into any agreement in the course of business and not as a consumer.
2. Services
2.1 We provide specialist information technology services as described on our website and specified in the applicable SOW, including: technical support and troubleshooting, installation, configuration and maintenance of computer systems and networks, systems integration support, infrastructure monitoring and management, and related DevOps and IT-operations services delivered on an outsourced basis.
2.2 Service scope, deliverables, service levels and fees for each engagement are set out in the applicable SOW, which forms part of the contract between us. In the event of conflict, the SOW prevails over these Terms.
3. Ordering and commencement
3.1 A contract is formed when both parties execute an SOW, or when we confirm your order in writing.
3.2 Services commence on the start date stated in the SOW. Where onboarding or migration work is required, indicative timelines will be set out in the SOW and are estimates unless expressly stated to be fixed.
4. Fees, invoicing and payment
4.1 Fees are as stated in the SOW. Recurring service tiers are billed monthly in advance; project work is billed as set out in the SOW. All fees are exclusive of VAT, which will be added where applicable.
4.2 Invoices are payable within 30 days of the invoice date by bank transfer to the account stated on the invoice.
4.3 We may charge interest on overdue amounts at 4% per annum above the Bank of England base rate, accruing daily, and/or suspend services on 7 days' written notice if invoices remain unpaid.
4.4 Fees may be revised annually with not less than 60 days' written notice.
5. Term and termination
5.1 Recurring engagements run for the initial term stated in the SOW (minimum 3 months unless otherwise agreed) and renew automatically for successive periods unless either party gives 60 days' written notice.
5.2 Either party may terminate immediately on written notice if the other commits a material breach not remedied within 30 days, or becomes insolvent.
5.3 On termination we will provide reasonable exit assistance, including handover of credentials, configurations and documentation belonging to you, subject to payment of outstanding fees.
6. Client obligations
6.1 You will provide timely access to systems, premises, information and personnel reasonably required to deliver the services, and ensure you hold all licences and consents for software and systems we are asked to manage.
6.2 You are responsible for maintaining your own insurance and, unless expressly included in an SOW, for backup of data outside the scope of our services.
7. Service levels and support
7.1 Response times, availability targets and escalation paths are defined per tier in the applicable SOW. Service credits, where offered, are stated in the SOW and are the exclusive remedy for missed service levels.
8. Intellectual property
8.1 Each party retains its pre-existing intellectual property. Deliverables created specifically for you are assigned to you on payment in full, except our pre-existing tools, frameworks and know-how, which we licence to you on a non-exclusive, perpetual basis to the extent needed to use the deliverables.
9. Confidentiality
9.1 Each party will keep the other's confidential information secret, use it only to perform the contract, and protect it with at least reasonable care. This clause survives termination for 5 years.
10. Data protection
10.1 Each party will comply with applicable data protection legislation, including the UK GDPR, the Data Protection Act 2018 and, where applicable to Clients or data subjects in the EU/EEA, the EU GDPR. Where we process personal data on your behalf, the data processing terms in our Data Processing Addendum (available on request) apply, including the international transfer safeguards described in our Privacy Policy.
11. Liability
11.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.
11.2 Subject to 11.1, neither party is liable for loss of profits, revenue, goodwill, anticipated savings, or indirect or consequential loss.
11.3 Subject to 11.1, each party's total aggregate liability in any 12-month period is limited to the fees paid or payable by you in that period.
12. Force majeure
12.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate.
13. General
13.1 Neither party may assign the contract without the other's consent (not to be unreasonably withheld). These Terms plus the SOW are the entire agreement. Variations must be in writing and signed. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.
14. Governing law and jurisdiction
14.1 These Terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
SECTION 03
Privacy Policy
This policy explains how METAKUS LIMITED collects and uses personal data, in accordance with the UK GDPR and the Data Protection Act 2018 and, where we serve clients and data subjects in the European Union, the EU General Data Protection Regulation (EU) 2016/679.
1. Who we are
We are the data controller for personal data collected through this website and in the course of providing our services. We are registered with the Information Commissioner's Office under registration number ZC213452. Contact: privacy@mtksystems.com, International House, 66 Lavender Hill, London SW11 5RQ.
2. Data we collect
- Enquiry and contact data — name, business email, phone, company, message content, submitted via our forms.
- Client account data — contact details of client personnel, contractual and billing information.
- Service data — technical data processed while operating client systems (logs, configurations, monitoring telemetry). Where this contains personal data, we generally act as a processor on the client's behalf under our Data Processing Addendum.
- Website usage data — IP address, browser type, pages visited, collected via cookies (see Cookie Policy).
3. Why we use it (lawful bases)
| Purpose | Lawful basis |
|---|
| Responding to enquiries and providing quotes | Legitimate interests / steps prior to a contract |
| Delivering contracted services and billing | Performance of a contract |
| Accounting, tax and regulatory compliance | Legal obligation |
| Service security, monitoring and fraud prevention | Legitimate interests |
| Marketing to business contacts | Legitimate interests, with opt-out / consent where required |
4. Sharing and international transfers
We share personal data only with: our hosting and software providers (acting as our processors), professional advisers, and authorities where legally required. We do not sell personal data.
Transfers between the UK and the EU/EEA currently rely on the European Commission's adequacy decision for the UK and the UK's adequacy regulations for the EEA. For transfers to other countries we use appropriate safeguards: the EU Standard Contractual Clauses (with the UK Addendum) or the UK International Data Transfer Agreement, plus supplementary measures where needed. A list of sub-processors and transfer mechanisms is available to clients on request.
5. Retention
Enquiry data is kept for 24 months; contractual and billing records for 6 years after the end of the relationship (limitation and tax requirements); service logs per the retention schedule in the applicable SOW.
6. Your rights
You have the right to access, rectify, erase, restrict or object to processing of your personal data, and to data portability. To exercise these rights, contact privacy@mtksystems.com. You have the right to complain to the Information Commissioner's Office (ico.org.uk) or, if you are in the EU/EEA, to your local supervisory authority.
7. Security
We apply technical and organisational measures appropriate to the risk, including encryption in transit, access controls, least-privilege administration, and logging. Details are available to clients on request.