Effective Date: 29.10.2025
Company: SMRTWORX Ltd (Company No. 16750447)
Registered Office: 7 Park Lane Business Centre, Park Lane, Basford, Nottingham, NG6 0DW
Website: www.smrtworx.co.uk

 

A. Definitions

 

In these Terms:

• “SMRTWORX” means SMRTWORX Ltd, the supplier and authorised UK distributor for Leanworx.

• “Client” means the purchasing company or organisation entering into a contract with SMRTWORX.

• “Software” means the Leanworx software licensed to the Client under the Leanworx Software License Agreement.

• “Services” means any installation, training, configuration, or support provided by SMRTWORX or its delivery partners.

• “Agreement” means these Terms together with the relevant quotation, proposal, or invoice.

 

B. Scope of Supply

SMRTWORX supplies Leanworx software and related services to clients in the United Kingdom.
Leanworx Technologies Pvt. Ltd (India) is the software owner and licensor. All software use is governed by the Leanworx Software License Agreement, which the client must accept as a condition of activation.

 

SMRTWORX provides local onboarding, setup, and support as part of its role as authorised distributor. Nothing in these Terms transfers any intellectual property rights in the Leanworx software.

 

C. Pricing & Payment

 

C.1 Prices and Currency
All prices are stated in GBP unless otherwise agreed. Prices are based on SMRTWORX’s current price list and may be adjusted to reflect vendor pricing, exchange rates, or cost changes. All prices are exclusive of VAT and any applicable taxes.

 

C.2 Minimum Order Quantity

As a standard commercial policy, each new Leanworx deployment supplied by SMRTWORX requires a minimum of five (5) machine licences to ensure effective onboarding, meaningful performance insights, and efficient delivery of services.

 

SMRTWORX may, at its sole discretion, agree to deployments below this threshold in specific circumstances, including pilot projects or strategic engagements. Any such exception must be confirmed in writing by SMRTWORX and does not create a precedent for future orders.

 

C.3 Subscription Term
Each Leanworx software licence is provided as an annual subscription of twelve (12) months, payable in advance. Renewal fees are due prior to expiry to ensure continued access.

 

C.4 Activation and Payment Condition
Software activation, including setup of the client’s cloud environment, will occur only once full payment has been received and cleared. SMRTWORX will not commence onboarding or training until payment is received in full.

 

C.5 Cloud Setup and Services
A one-time cloud setup fee applies per customer for initial configuration and cloud environment creation. Optional services such as training, integration, or on-site support are quoted separately and payable in advance.

C.6 Additional Machines and Upgrades
Machines added after the initial deployment are billed separately for a new twelve (12) month term from activation at prevailing rates.

 

C.7 Payment Terms
Unless otherwise stated, all invoices are due immediately upon receipt and payable by bank transfer to the account specified on the invoice. Time of payment is of the essence.

 

C.8 Late Payment
If payment is not received by the due date, SMRTWORX may delay or suspend activation or access, charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and recover reasonable costs of debt collection.

 

C.9 Non-Refundable Subscription
All Leanworx software subscriptions are non-refundable once activated. No credit or refund will be issued for unused subscription periods.

 

C.10 Training
The Leanworx software licence includes limited remote training for nominated officers as defined by Leanworx. SMRTWORX provides optional local onboarding, implementation support, and additional training services to client staff at agreed rates.

 

C.11 Installation and Delivery Partner
SMRTWORX may appoint trusted partners, including CAD CAM CNC Ltd, to deliver installation, configuration, and training on its behalf. All such work is performed under SMRTWORX’s direction, and SMRTWORX remains responsible for the quality of the services provided.

 

D. Data and Privacy

Client contact and order information will be shared with Leanworx Technologies Pvt. Ltd solely for the purposes of software activation, licensing, and technical support.

Leanworx hosts all operational data on Microsoft Azure cloud servers. SMRTWORX acts as a data controller for its client information in compliance with UK GDPR.
Full details of SMRTWORX’s data handling are available in its Privacy Policy at www.smrtworx.co.uk/privacy.

 

E. Warranties and Liability

SMRTWORX warrants that the Services it provides will be carried out with reasonable skill and care.

The Leanworx software is licensed to the Client by Leanworx Technologies Pvt. Ltd and is governed exclusively by the Leanworx Software License Agreement and the warranties and limitations set out therein. SMRTWORX gives no warranty in respect of the software itself, including its functionality, availability or uptime.

 

SMRTWORX does not control, modify or intervene in the operation of any client machinery or production processes. SMRTWORX is not responsible for machine performance, output, downtime, production results or any operational decisions made using data generated by the software.

 

To the fullest extent permitted by law, SMRTWORX shall not be liable for any loss of production, loss of profit, loss of business, loss of anticipated savings or business interruption arising out of or in connection with the provision of the Services or the use of the software.

 

In all cases, SMRTWORX’s total liability arising under or in connection with the Agreement shall be limited to the total amount paid by the Client to SMRTWORX under the applicable order.

 

F. Intellectual Property

All intellectual property rights in Leanworx software and related materials remain the property of Leanworx Technologies Pvt. Ltd.

SMRTWORX retains intellectual property rights in its training materials, marketing content, and documentation.

 

G. Termination

Either party may terminate this Agreement by written notice if the other party materially breaches any obligation and fails to remedy such breach within 30 days. Upon termination or expiry, access to the software will cease, and all outstanding amounts shall become immediately due.

 

H. Force Majeure

SMRTWORX shall not be liable for any failure or delay in the performance of its obligations under this Agreement where such failure or delay results from events beyond its reasonable control. These events include, but are not limited to, acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, epidemics or pandemics, labour disputes, failures of telecommunications networks, internet or cloud service providers, power outages, governmental actions, or failure of third-party suppliers.

SMRTWORX shall use reasonable efforts to resume performance as soon as practicable following the cessation of the force majeure event.

 

I. Governing Law

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

 

J. Entire Agreement

These Terms, together with any quotation, proposal, or invoice issued by SMRTWORX, constitute the entire agreement between the parties and supersede all prior communications or understandings.