Last updated: 23 July 2026. View change log.

These Common Terms set out general legal terms that apply across Cultrix’s services. They form part of any Cultrix agreement that says it incorporates them – for example a Master Services Agreement, Service Schedule, Annex, Order or Statement of Work.

In these Common Terms, Cultrix Limited (“Cultrix”, “we”, “us”) means the company providing the services, and “you” (“your”) means the customer or partner named in the relevant Order.

If anything in these Common Terms conflicts with the specific agreement, Service Schedule, Annex or Order that incorporates them, that specific document prevails to the extent of the conflict.

1. Confidentiality

  1. While we work together, each of us may receive confidential information about the other. “Confidential Information” means any non-public information that one of us (the “discloser”) gives to the other (the “recipient”), in any form, that is marked as confidential or that a reasonable person would treat as confidential given its nature or the circumstances. It includes business plans, pricing, technical and security information, know-how, and customer and supplier information.
  2. The recipient will:
    • keep the Confidential Information confidential and use it only to perform our agreement or to provide or receive the services;
    • protect it with at least the same care it uses for its own confidential information, and in any event with reasonable care;
    • share it only with those of its staff, subcontractors or advisers who need it for that purpose and who are under similar confidentiality obligations; and
    • not disclose it to anyone else without the discloser’s consent.
  3. These obligations do not apply to information that the recipient can show:
    • is or becomes public through no fault of the recipient;
    • the recipient already held lawfully, without a duty of confidence, before receiving it;
    • the recipient lawfully obtains from someone else who is free to disclose it; or
    • the recipient develops independently without using the Confidential Information.
  4. The recipient may disclose Confidential Information where the law, a court or a regulator requires it. Where it is lawful to do so, the recipient will tell the discloser first, so the discloser can seek to protect the information.
  5. When our agreement ends, or on request, the recipient will return or delete the discloser’s Confidential Information, except for copies it must keep by law or that remain in routine backups.
  6. These confidentiality obligations continue for 3 years after our agreement ends. For information that is a genuine trade secret, they continue for as long as the information remains a trade secret.
  7. This clause is in addition to each party’s data protection obligations. Where we handle personal data for you, the data protection terms and any Data Processing Agreement also apply.

2. Limitation of liability

  1. Nothing in any Cultrix agreement limits or excludes our liability for:
    • death or personal injury caused by our negligence;
    • fraud or fraudulent misrepresentation; or
    • anything else that cannot be limited or excluded by law.
  2. Subject to clause 2.1, we are not liable for:
    • loss of profit, revenue or anticipated savings;
    • business interruption;
    • loss of data, except where a Service Schedule or Order expressly makes us responsible for a particular backup, export or recovery; or
    • any indirect or consequential loss.
  3. Subject to clause 2.1, our total liability arising out of or in connection with the affected service is limited to the amount you paid or were due to pay for that service during the previous 12 months.
  4. A specific agreement, Service Schedule or Order may set out further liability terms for a particular service (for example an alternative cap for a fixed-price project, or exclusions specific to that service). Those service-specific terms apply in addition to this clause.

3. Governing law and jurisdiction

These Common Terms, and any Cultrix agreement that incorporates them, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with them.

4. Notices

  1. Formal notices under a Cultrix agreement – for example notice to cancel, to end a service, or about a material breach – must be in writing.
  2. You can give us notice by email to privacy@cultrix.co.uk, or by post to Cultrix Limited, Kendray Business Centre, Thornton Road, Barnsley, S70 3NA. We can give you notice by email to the main contact address in your Order or account, or by post to your registered or trading address.
  3. A notice sent by email is treated as received on the next working day after it is sent, provided no failed-delivery message is received. A notice sent by post is treated as received two working days (Monday to Friday, excluding English bank holidays) after posting.
  4. This clause does not apply to notices given in legal proceedings.

5. Events beyond our control

Neither of us is liable for any delay or failure to meet our obligations caused by events outside our reasonable control – for example power failures, natural disasters, industrial action, major internet outages, or the failure of third-party networks, infrastructure or services. While such an event continues, the affected obligations are paused.

6. Changes to these Common Terms

  1. We may update these Common Terms, and the agreements, Service Schedules and Annexes that incorporate them, to reflect legal, security or operational changes. We will tell you about any material change with reasonable notice.
  2. If a change materially disadvantages you and you do not agree with it, you may end the affected services without penalty by giving us reasonable notice. Before doing so, you are welcome to discuss alternatives with us.

7. Subcontracting

We may use carefully chosen subcontractors, partners and suppliers to help deliver the services. Where we do, we remain responsible to you for their performance as it relates to our agreement with you.

8. Assignment

We may assign, transfer or subcontract any of our rights or obligations under our agreement with you. You may assign or transfer your rights or obligations under it only with our written consent, which we will not unreasonably withhold or delay.

9. Entire agreement

Our agreement – made up of the documents it lists, including these Common Terms – is the entire agreement between us about its subject matter. It replaces any earlier discussions, representations or agreements about the same subject matter. Neither of us has relied on any statement that is not set out in the agreement. Nothing in this clause limits any liability for fraud or fraudulent misrepresentation.

10. Waiver

If one of us does not enforce a right under the agreement, or delays in enforcing it, that is not a waiver of that right. If one of us waives a breach of the agreement, that does not waive any later breach. A waiver is only effective if it is given in writing.

11. Severance

If any provision of the agreement is or becomes invalid, illegal or unenforceable, it will be treated as removed to the minimum extent needed, and the rest of the agreement will continue in force. Where possible, the removed provision will be replaced by a valid one that comes closest to its original intention.

12. Third-party rights

Our agreement is between you and us. Except where it expressly says otherwise, no one else has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. We do not need the consent of any third party to change or cancel the agreement.