1. Introduction and Acceptance
These Terms of Service (“Terms”) govern access to and use of the website, client portal, and IT consulting, cybersecurity, cloud computing, software development, and network and infrastructure management services (together, the “Services”) provided by YDK LL LIMITED (“YDK”, “we”, “us”, or “our”). These Terms apply together with any Statement of Work, proposal, or service agreement (“Order”) entered into between YDK and the organisation or individual engaging our Services (“Client”, “you”, or “your”).
By accessing our website, engaging our Services, signing an Order, or otherwise instructing YDK to begin work, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you should not access our website or engage our Services.
These Terms apply to all users of our website and all Clients of our Services, including prospective clients, contractors, and any authorised representatives acting on a Client’s behalf.
2. About YDK LL LIMITED
YDK LL LIMITED is a technology services company registered in the United Kingdom, providing end-to-end IT services designed to improve performance, strengthen security, and support long-term business growth. Our areas of expertise include:
- IT consulting and strategy
- Cybersecurity solutions
- Cloud computing and cloud migration
- Software application development
- Network and infrastructure management
Our registered contact details and correspondence address are available on our contact page. You can also reach us directly at support@ydkll.co.uk.
3. Definitions
- “Website” means ydkll.co.uk and all associated subdomains, pages and content operated by YDK.
- “Services” means any IT consulting, cybersecurity, cloud, software development, network, infrastructure, or related technology services provided by YDK, whether described on the Website or agreed in an Order.
- “Order” means any Statement of Work, proposal, quote, or service agreement, however titled, that sets out the specific scope, fees, timeline, and deliverables for an engagement, and is accepted in writing (including by email) by both parties.
- “Deliverables” means the reports, software, configurations, designs, documentation, or other work product YDK provides to the Client under an Order.
- “Client Data” means any data, content, credentials, or systems access the Client provides to YDK in connection with the Services.
- “Confidential Information” means any non-public information disclosed by either party in connection with the Services, including business, technical, and security-related information.
4. Our Services
YDK provides technology services tailored to each Client’s objectives, which may include modernising legacy systems, migrating infrastructure to the cloud, protecting digital assets from cyber threats, developing bespoke software, and managing networks and IT infrastructure. The specific scope, deliverables, timeline, and fees for any engagement will be set out in an Order. Where these Terms and an Order conflict, the Order will govern for that specific engagement.
Descriptions of our Services on the Website are provided for general informational purposes and do not constitute a binding offer or guarantee of specific outcomes. Any estimates regarding timelines, costs, or results are approximate and will be confirmed in the applicable Order.
5. Eligibility and Client Responsibilities
By engaging our Services, you confirm that you have the authority to bind the organisation you represent (where applicable) and that all information provided to YDK is accurate, current, and complete.
To deliver the Services effectively, the Client agrees to:
- Provide timely access to relevant personnel, systems, environments, and information reasonably required for YDK to perform the Services;
- Designate an authorised point of contact with sufficient authority to make decisions relating to the engagement;
- Ensure that any credentials, access, or third-party permissions provided to YDK are lawfully obtained and provided;
- Promptly notify YDK of any changes that may affect the scope, security, or delivery of the Services.
Delays caused by the Client’s failure to provide timely access, information, or decisions may affect project timelines and are not the responsibility of YDK.
6. Engagement, Proposals and Statements of Work
Each engagement begins with a proposal or Statement of Work describing the scope of Services, deliverables, timeline, assumptions, and fees. An Order becomes binding once accepted in writing (including electronic acceptance or a countersigned copy) by both parties.
Any changes to the agreed scope, timeline, or deliverables must be documented through a written change request and may result in adjusted fees or timelines, to be agreed by both parties before implementation.
7. Fees, Invoicing and Payment
Fees for the Services will be set out in the applicable Order and may be structured as fixed-price, time-and-materials, retainer, or subscription-based arrangements. All fees are exclusive of VAT and other applicable taxes unless stated otherwise.
Unless otherwise agreed in an Order, invoices are payable within 14 days of the invoice date. YDK reserves the right to suspend Services, charge interest on overdue amounts at a rate permitted under the Late Payment of Commercial Debts (Interest) Act 1998, or both, in the event of late payment.
Electronic invoices will be issued in PDF format to the billing contact designated by the Client.
8. Intellectual Property
YDK retains ownership of all pre-existing tools, methodologies, frameworks, know-how, and proprietary materials used in delivering the Services (“YDK IP”). Unless otherwise agreed in an Order, YDK grants the Client a non-exclusive, non-transferable licence to use any YDK IP incorporated into the Deliverables, solely as necessary to use the Deliverables for the Client’s internal business purposes.
Subject to full payment of all applicable fees, ownership of custom Deliverables created specifically for the Client under an Order (excluding YDK IP and third-party components) will transfer to the Client upon completion, unless the Order specifies otherwise.
Deliverables may incorporate open-source or third-party software components, which remain subject to their respective licences. YDK will identify material third-party components where reasonably practicable.
With the Client’s prior written consent, YDK may reference the Client’s name and a general description of the engagement in its portfolio, case studies, and marketing materials. Consent may be withheld or withdrawn at any time by written notice.
9. Confidentiality and Data Protection
Each party agrees to keep the other’s Confidential Information secure and to use it only for purposes connected with the Services. This obligation survives termination of the engagement and does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.
Where YDK processes personal data on the Client’s behalf in the course of providing the Services (for example, when providing cloud, cybersecurity, or infrastructure management services), the parties will enter into a separate data processing agreement reflecting their respective obligations under the UK General Data Protection Regulation and the Data Protection Act 2018.
YDK implements administrative, technical, and organisational security measures appropriate to the nature of the Services, but does not guarantee that any system, network, or Service will be completely free from vulnerabilities, security incidents, or unauthorised access.
10. Service Levels and Support
YDK will perform the Services using reasonable skill, care, and diligence consistent with generally accepted industry standards. Specific service levels, response times, or support commitments will only apply where expressly set out in a separate Service Level Agreement (SLA) or Order.
Where no specific SLA applies, YDK will use commercially reasonable efforts to respond to support requests within a reasonable timeframe during normal business hours.
11. Changes to Scope
Either party may request changes to the scope of an active engagement. No change will take effect unless agreed in writing by both parties, including any resulting adjustment to fees, deliverables, or timeline.
12. Warranties and Disclaimers
YDK warrants that the Services will be performed with reasonable skill and care. Except as expressly stated in these Terms or an Order, the Services and any Deliverables are provided “as is” and YDK disclaims all other warranties, express or implied, including implied warranties of satisfactory quality or fitness for a particular purpose, to the fullest extent permitted by law.
Given the evolving nature of cyber threats, YDK does not warrant or guarantee that any cybersecurity solution, control, or recommendation will prevent all possible security incidents, breaches, or unauthorised access. No IT system can be guaranteed to be entirely secure or uninterrupted.
Information published on our Website is provided for general informational purposes only and does not constitute professional or technical advice on which you should rely without further consultation with us regarding your specific circumstances.
13. Limitation of Liability
Nothing in these Terms limits or excludes YDK’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under applicable law.
Subject to the foregoing, YDK’s total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to YDK under the relevant Order in the twelve (12) months preceding the event giving rise to the claim.
YDK shall not be liable for any indirect or consequential losses, or for loss of profits, revenue, business, contracts, anticipated savings, data, or goodwill, even if such losses were foreseeable, except where such exclusion is not permitted by law.
14. Indemnification
The Client agrees to indemnify and hold harmless YDK, its officers, directors, employees, contractors, and subcontractors from any claims, damages, liabilities, and reasonable costs (including legal fees) arising from the Client’s breach of these Terms, misuse of the Services or Deliverables, or breach of applicable law or third-party rights, except to the extent caused by YDK’s own breach or negligence.
15. Third-Party Tools and Services
Delivering the Services may involve the use of third-party platforms, cloud providers, software vendors, or tools not controlled by YDK. YDK is not responsible for the availability, performance, security, or terms of such third-party services, and any issues arising from them should be directed to the relevant third-party provider, without prejudice to YDK’s own obligations to the Client in relation to the Services.
16. Suspension and Termination
Either party may terminate an Order for convenience by providing 30 days’ written notice, unless a different notice period is specified in the Order. Either party may terminate an engagement immediately on written notice if the other party materially breaches these Terms or the Order and fails to remedy that breach within 14 days of being notified.
YDK may suspend Services immediately if the Client fails to make payment when due, or if continuing the Services would require YDK to act unlawfully or in a manner that creates a security or compliance risk.
On termination, the Client remains liable for fees relating to Services performed up to the termination date. YDK will, on reasonable request and subject to payment of outstanding fees, provide reasonable assistance to transition the Services and return or securely delete Client Data in accordance with applicable law.
17. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) resulting from causes beyond its reasonable control, including natural disasters, internet or infrastructure outages, acts of government, labour disputes, or widespread cyber incidents affecting third-party infrastructure.
18. Non-Solicitation
During an engagement and for twelve (12) months after its conclusion, the Client agrees not to directly solicit for employment or engage as a contractor any YDK personnel who were materially involved in delivering the Services, without YDK’s prior written consent.
19. Feedback and Testimonials
If you provide feedback, suggestions, or testimonials regarding our Services, you grant YDK a non-exclusive, royalty-free licence to use, reproduce, and publish that feedback (including your name and organisation, where provided) in our marketing materials, unless you request otherwise in writing.
20. Changes to These Terms
YDK may update these Terms from time to time to reflect changes in our Services, legal requirements, or business practices. The version in effect at the time an Order is accepted will govern that engagement, unless the parties agree otherwise in writing. Material changes affecting an active engagement will be communicated to the Client in advance.
21. Severability
If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
22. Entire Agreement
These Terms, together with the applicable Order and any referenced policies (including our Privacy Policy), constitute the entire agreement between the Client and YDK in relation to the Services, and supersede all prior discussions, communications, and agreements on that subject, whether oral or written. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
23. Governing Law and Dispute Resolution
These Terms and any engagement for Services are governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of London for the resolution of any dispute arising from these Terms or an Order.
Before initiating formal proceedings, we encourage Clients to first contact us at support@ydkll.co.uk so that we can attempt to resolve any concern informally.
24. Contact Us
If you have any questions about these Terms, please contact us at:
YDK LL LIMITED
Email: support@ydkll.co.uk
Website: ydkll.co.uk