Last updated: 1 April 2026
“The Company”, “we”, “us” refers to Quimera Technology Limited, trading as The Tech Factory, registered in England & Wales under company number 06648284, with its registered office at Chestnut Field House, Chestnut Field, Rugby, Warwickshire, CV21 2PD.
“Client”, “you” refers to the individual, company or organization engaging our services.
“Services” refers to all IT consultancy, support, virtual IT director, connectivity and related services provided by the Company.
By engaging our services, you agree to be bound by these terms and conditions. These terms apply to all services we provide unless a separate written agreement has been executed between the parties, in which case the terms of that agreement shall prevail to the extent of any conflict.
The scope of services to be provided will be outlined in a proposal, statement of work, or agreed in writing (including email) prior to commencement. Any changes to the agreed scope must be confirmed in writing by both parties.
We will perform all services with reasonable skill and care, in accordance with generally accepted industry standards and practices. We will allocate appropriately qualified personnel to deliver the agreed services.
You agree to provide us with timely access to your personnel, systems, information and facilities as reasonably required for us to deliver the services. You acknowledge that failure to do so may impact our ability to deliver services to the agreed timeline and standard.
Our fees will be set out in the relevant proposal or statement of work. Unless otherwise agreed, fees for time-based engagements will be charged at our prevailing day rate or hourly rate. All fees are quoted exclusive of VAT, which will be added at the prevailing rate where applicable.
Unless otherwise agreed, we will invoice monthly in arrears for time-based work, or in accordance with the milestone schedule set out in the relevant statement of work.
Payment is due within 30 days of the date of invoice. We reserve the right to charge interest on overdue amounts at the rate of 4% above the Bank of England base rate, calculated daily from the due date until payment is received.
Reasonable expenses incurred in the delivery of services (such as travel and accommodation) will be recharged at cost, subject to prior agreement. Expense claims will be supported by receipts where reasonably available.
Each party retains ownership of any intellectual property that it owned prior to the engagement. Nothing in these terms transfers ownership of pre-existing intellectual property from one party to the other.
Unless otherwise agreed in writing, intellectual property in bespoke work product created specifically for you in the course of delivering the services shall vest in you upon payment in full. We retain the right to use general know-how, techniques and experience gained during the engagement.
Both parties agree to keep confidential any information received from the other that is identified as confidential or that would reasonably be considered confidential. This obligation survives termination of the engagement and does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
Both parties will comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf, we will do so only in accordance with your documented instructions and our Privacy Policy. A separate data processing agreement will be entered into where required.
Our total aggregate liability to you in respect of all claims arising out of or in connection with any engagement shall not exceed the total fees paid by you to us under that engagement in the twelve months preceding the claim, or £50,000, whichever is greater.
We shall not be liable for any indirect, consequential or special losses, loss of profit, loss of revenue, loss of data, loss of business or loss of goodwill, whether or not foreseeable. Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.
Either party may terminate an ongoing engagement by giving 30 days’ written notice to the other party.
Either party may terminate immediately by written notice if the other party commits a material breach of these terms and fails to remedy that breach within 14 days of receiving written notice specifying the breach.
On termination, you shall pay us for all services delivered and expenses incurred up to the date of termination. Provisions that by their nature should survive termination (including confidentiality, intellectual property, limitation of liability and governing law) shall continue in force.
Neither party shall be liable for any delay or failure to perform its obligations where that delay or failure results from events beyond its reasonable control, including but not limited to acts of God, pandemics, government actions, natural disasters, power failures, internet or telecommunications failures, or industrial disputes.
These terms, together with any applicable proposal or statement of work, constitute the entire agreement between the parties and supersede all previous agreements, understandings and representations.
No amendment to these terms shall be effective unless agreed in writing by both parties.
Neither party may assign or transfer any rights or obligations under these terms without the prior written consent of the other party.
No failure or delay by either party in exercising any right shall constitute a waiver of that right.
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
These terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.
If you have any questions about these terms, please contact us:
Quimera Technology Limited (trading as The Tech Factory)
Chestnut Field House, Chestnut Field, Rugby, Warwickshire, CV21 2PD
Email: info@thetechfactory.co.uk
Telephone: +44 (0)1788 550000
Company number: 06648284 (England & Wales)