Effective as of 04 April 2025

The services

Under these terms and conditions, the Company will provide consulting, design, and development services as per the instructions of the Customer. These services include software development, database management, data processing, and website layout for IT projects. The details of the services will be defined in Statements of Work (SOWs), which will form an integral part of these terms and conditions. The Customer agrees to accept and pay for these services in accordance with the terms outlined below.

The services that we provide

The Company will deliver services based on the expertise, talent, deliverables, rates, and timelines specified in the SOWs. Any changes to the SOWs by the Company must be communicated 15 days in advance and require Customer approval.
All modifications to these terms and conditions must be made in writing. Additional agreements must also be documented in written form to be considered valid.
Cost of Services and Payment Terms
The pricing, currency, and payment terms will be defined in the SOWs. Payments will be made based on invoices issued by the Company. These payments must align with the agreed payment terms in the SOWs.

• The Customer must send the Company a deposit of two week’s of fees as a pre-payment, which is set out in the SOW and communicated to the Customer before any word is conducted;
• The Customer must then clear any subsequent invoice issued by the Company within five (5) business days of being in receipt of the same. 
• All payments will be made in the currency defined in the SOWs, following the official exchange rate.
• Any additional fees for fund transfers, including SWIFT payments, are the sole responsibility of the Customer.
• The Customer must ensure that all payments are made in full and on time.
• A third party can make payments on behalf of the Customer, but the Customer remains responsible for ensuring the payment is made correctly. The Company may request written confirmation of such payments.

Provision and acceptance of services

The Company may engage subcontractors without prior approval from the Customer. Any subcontractors involved must meet the same obligations as outlined in these terms and conditions.
The Company operates solely as an intermediary and does not directly provide or perform any services or work. All services are carried out by independent subcontractors engaged by the Customer. The Company assumes no responsibility for the performance, quality, or outcome of any work undertaken by subcontractors.
The Company shall not be liable for any loss, damage, costs, or expenses incurred by the Customer as a result of any act, omission, negligence, or default of any subcontractor. The Customer acknowledges that any contractual or legal relationship in respect of the services provided exists solely between the Customer and the subcontractor.
The Company makes no warranties, representations, or guarantees regarding the suitability, qualifications, or performance of any subcontractor and shall not be held responsible for any disputes, claims, or liabilities arising from their engagement. It is the sole responsibility of the Customer to ensure that the subcontractor meets their requirements and expectations.
Once the services are completed or a milestone is reached, the Customer will have five business days to review the work and raise any concerns about its quality. If no concerns are raised within this timeframe, the services will be considered accepted.
If the Customer does raise a concern about the quality of the services, the Company will have 15 business days to address and resolve the issue. If the concerns remain unresolved after this period, the Customer will have the right to pursue legal action.

The customer’s rights and obligations

The Customer and User undertakes to the Company, that they will:

• provide the Company, in a timely manner, with accurate, complete, and necessary information and documents required for the proper delivery of services.
• co-operate with the Company in all matters relating to the services.
• make a deposit payment to the Company of two weeks of work, which shall be communicated to the customer and user separately before any work is carried out.
• notify the Company within five business days of any errors in the services, otherwise such services shall be deemed accepted and rendered in full. 
• clear all invoices issued by the Company in a timely manner, and in any event, no later than five business days following receipt of such invoice. 
• maintain the confidentiality of any sensitive information received during the execution of this Agreement. 

The company’s rights and obligations

The Company shall:

• render the services in accordance with the terms set out in these terms and conditions and reasonably consider any instructions or suggestions from the Customer regarding the process and quality of service.
• keep the Customer informed of the progress of services upon reasonable request and in a manner deemed appropriate by the Company.
• share relevant information with the Customer at its discretion and, where reasonable, notify the Customer of any significant changes.
• upon the termination of the engagement, consider reasonable requests from the Customer regarding the return of any records or documents previously provided by the Customer.

The Company reserves the right to:

• request any information it deems necessary for the proper delivery of services under this Agreement. 
• immediately halt any services rendered if the Customer fails to pay the invoices issued by the Company.
• use third-parties to complete the services. 

Confidentiality and non-disclosure 

For the purposes of this subheading, “Confidential Information” shall mean, but is not limited to the Party’s: business plans, methods, and practices; personnel, customers, and suppliers; inventions, processes, methods, products, patent applications, and other proprietary rights; or specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information.
Either Party may disclose Confidential Information to the other in confidence, provided that the disclosing Party identifies such information as proprietary and confidential. This identification can be done by marking written materials or, in the case of oral disclosures or unmarked documents, by notifying the other Party through oral communication, email, written correspondence, or any other appropriate means. The receiving Party (“Recipient”) shall protect such Confidential Information for a period of three years from the date of disclosure, using the same level of care as it uses for its own confidential information, but no less than reasonable care. The Recipient shall not disclose the Confidential Information to any contractor or third party without prior written consent from the disclosing Party. Additionally, the Recipient must ensure that its employees, officers, directors, or agents who have access to the information are aware of its confidential nature and comply with the terms of this Agreement. If any unauthorised disclosure occurs or if legal disclosure is required through a subpoena or other legal process, the Recipient must notify the disclosing Party immediately. All confidential information disclosed remains the property of the disclosing Party, and no rights or licenses are granted to the Recipient. Upon request, the Recipient must return or destroy all copies of Confidential Information, including any notes related to it. Any breach of confidentiality could cause irreparable harm to the disclosing Party, entitling it to seek injunctive relief and damages.
Information will not be considered confidential if it was already known to the Recipient without an obligation of confidentiality, becomes publicly available through no wrongful act, is independently developed without reference to the disclosed information, is approved for release by the disclosing Party, or is required to be disclosed by law. The Agreement does not establish a partnership, joint venture, or agency relationship between the Parties, and neither Party may disclose its existence or terms without prior approval. It represents the entire understanding between the Parties and does not obligate either Party to disclose information or enter into further agreements. The Agreement remains in effect for two years from the date that the Recipient receives any Confidential Information unless terminated earlier, but the obligation to protect Confidential Information survives its termination.
Each party undertakes that it shall not at any time, and for a period of two years after termination or expiry of the engagement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below.
Each party may disclose the other party’s confidential information:

• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this provision; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.

Restrictive covenants

For the purposes of this subheading, the following definitions shall apply:
Restricted Business: those parts of our Company with which were active during our engagement, and in the period of 12 months before termination of our engagement.
Restricted Customer: any firm, company or person who, during the 12 months before the termination of our engagement, was a customer or prospective customer of or in the habit of dealing with the Company.
Restricted Person: anyone employed or engaged by our Company and who could materially damage our Company, if they were involved in any capacity in any business concern which competes with any Restricted Business.
In order to protect the Company’s Confidential Information and our business connections to which you have access as a result of the engagement, you covenant with us that you shall not:

• for 12 months after the Company have rendered the services to you, solicit or endeavour to entice away from us the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
• for 12 months the Company have rendered the services to you, offer to employ or engage or otherwise endeavour to entice away from us any Restricted Person;
• for 12 months after Termination, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement.

The restrictions imposed on you by this subheading:

• directly or indirectly; and
• on your own behalf or on behalf of, or in conjunction with, any firm, company or person.

Each of the restrictions under this subheading is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

Intellectual property rights

The Company hereby assigns to the Customer with full title guarantee all of the intellectual property rights in the services rendered to the Customer. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions, and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. 
This assignment shall take effect in respect of a work upon the delivery of that work to the Customer, however the Company endeavours to assign and transfer all materials every two weeks. 
To the maximum extent permitted by applicable law, the Company irrevocably and unconditionally waives all moral rights (including rights of paternity and rights of integrity) in respect of the products and services to which the Company may at any time be entitled, and undertakes to ensure that all individuals involved in the preparation of the Website will irrevocably and unconditionally waive all moral rights in respect of the products and services to which they may at any time be entitled. 

Governing law and jurisdiction

If you are a consumer, please note that these terms of service, their subject matter and their formation, are governed by English law. We both agree that the courts of England and Wales will have exclusive jurisdiction.
If you are a business, these terms of service, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Severability

If any of these Terms and Conditions shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining terms or conditions.

Force majeure

Yotewo is not liable for any delays caused by circumstances beyond Yotewo’s control, e.g. general labour dispute, extreme weather, acts of war, fire, lightning, terrorist attacks, changed governmental orders, technical problems, defects in power- /tele-/computer communications or other communication and defects or delays in the service by sub-suppliers due to circumstances set forth above. Such circumstances shall result in relief from damages and other measures. If any such situation should arise, Yotewo shall inform the Customer accordingly both at the beginning and the end of the period for the current situation. If the situation has lasted for more than two months, both the Customer and Yotewo are entitled to terminate the purchase with immediate effect.

No partnership or agency

Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Entire agreement

These terms and conditions constitutes the entire terms and conditions between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into these terms and conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this these terms and conditions. 
These terms and conditions shall come into force at the moment that the customer purchases any services from the Company.