Terms and conditions

1. About these Terms

1.1 Contracting parties

These Master Terms and conditions govern services provided by Fernand Theodore Kylasopathan, trading as Fernando Kylas, Business Registration Number I18007674, Republic of Mauritius.

In these Terms, “I”, “me” and “my” refer to Fernand Theodore Kylasopathan trading as Fernando Kylas.

“You”, “your” and “the Client” refer to the person, business or other entity identified as the client in the applicable Statement of Work, accepted proposal, service order or other engagement-specific agreement.

1.2 Purpose and application

These Master Terms apply only when incorporated in accepted engagement documents, together with expressly incorporated Schedules and the SOW. Publication or a website visit alone does not create an engagement.

The SOW identifies the client’s legal identity, business or other purpose, location and any intended markets or regulated uses material to the scope. A business label does not remove consumer or other mandatory rights where they apply.

The five-year worldwide licence in section 4 is a material condition of this version and must be highlighted before acceptance. This version does not retrospectively replace ownership or licence rights already granted under an earlier agreement.

1.3 Service Schedules

A Service Schedule contains additional terms for a particular category of service. It applies only where the accepted engagement-specific agreement expressly incorporates it. The subject matter of the work, a package name or a link on a marketing page does not by itself incorporate a Schedule.

Different Service Schedules may apply to different services provided to the same Client.

1.4 Engagement-specific terms and precedence

The engagement-specific Statement of Work, accepted proposal or addendum records matters such as scope, deliverables, fees, timing, commitments and other terms specific to the engagement.

If contractual documents conflict, the more specific document takes precedence to the extent of the inconsistency. Unless expressly agreed otherwise, the order of precedence is:

1. The applicable Statement of Work, accepted proposal or engagement-specific addendum.
2. The applicable Service Schedule.
3. These Master Terms and conditions.

The remaining provisions of the lower-ranking document continue to apply where they are not inconsistent.

1.5 Formation of the agreement

An agreement is formed when the identified engagement documents are accepted through an agreed legally effective method. The accepted record must identify the relevant versions and expressly incorporated Schedules.

An electronic acceptance or written confirmation may evidence general agreement, subject to §12.6. The SOW or licence schedule for the section 4 licence will be signed by both parties; any statutory formality applicable to an exclusive licence or assignment must also be satisfied.

Commencement remains conditional on the agreed advance payment, access and other prerequisites. A signature alone does not start work before those conditions are met.

1.6 Authority to enter into the agreement

Each person accepting an agreement confirms that they have authority to enter into it personally or, where acting for a business or other organisation, authority to bind the Client identified in the engagement documents.

1.7 Electronic communications

The parties may communicate, exchange documents and provide routine approvals electronically. Formal contractual notices are governed by section 12.5.

1.8 Defined terms

“Agreement” means the accepted engagement documents, these Master Terms and only those Schedules and addenda expressly incorporated.

“Statement of Work” or “SOW” includes an accepted proposal, service order or engagement-specific agreement that identifies the services and commercial terms.

“Services” means the work expressly agreed. “Deliverables” means the outputs the SOW requires me to provide. “Client Materials” means content, data and other assets supplied by or for you. “Licensed Deliverables” has the meaning and exclusions in §4.1.

“Recurring professional services” means ongoing professional capacity or stewardship, distinct from separately contracted annual managed hosting. “Website Operations” includes the service described as Website Operations and Improvement.

An “SLA” is an expressly agreed service-level agreement. Business days, calendar days and time calculations are governed by §12.20.

A reference to another Schedule explains the service boundary and does not itself incorporate that Schedule.

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2. Services and scope

2.1 Agreed services

I will provide the services and deliverables described in the applicable Statement of Work, proposal, service order or other written agreement between us.

The agreement may specify deliverables, responsibilities, dependencies, assumptions, estimated timelines, fees, payment arrangements and other requirements specific to the engagement.

Anything not expressly included in the agreed scope is not automatically included in the services.

2.2 Statements of Work

Each SOW identifies its parties, accepted document versions, incorporated Schedules, scope, deliverables, fees, timing, dependencies and commercial commitments. Entering one engagement does not commit me to unrelated services.

It must prominently identify the five-year worldwide licence, covered outputs, purpose, commencement calculation, expiry/renewal arrangements and exclusions, together with any expressly different rights. Both parties sign the SOW or licence schedule.

Material changes require an agreed variation; a licence record or invoice cannot silently change the accepted bargain.

2.3 Estimates and timelines

Unless expressly stated to be a fixed deadline, project dates and delivery timelines are reasonable estimates based on the information, scope, dependencies and availability known when they are provided.

Timelines may change where the scope changes, information or approvals are delayed, third-party dependencies affect delivery, or circumstances outside my reasonable control prevent work from progressing as planned.

Where a deadline is genuinely critical, it must be expressly identified and agreed in the applicable Statement of Work.

2.4 Client responsibilities

You agree to provide the information, content, materials, access, credentials, decisions, feedback and approvals reasonably required for me to perform the services.

You are responsible for ensuring that information and instructions you provide are sufficiently accurate and complete for their intended use.

Unless verification is expressly included in the scope, I may reasonably rely on information, materials, instructions and approvals provided by you or your authorised representatives without independently verifying them.

2.5 Authorised contacts

You will identify the person or people authorised to provide instructions, feedback and approvals on your behalf where appropriate.

I may reasonably rely on instructions and approvals received from an authorised contact until you notify me otherwise.

Where several stakeholders are involved, you are responsible for resolving internal disagreements and providing clear, consolidated instructions.

Delays caused by conflicting or incomplete instructions may affect the delivery schedule.

2.6 Client-supplied materials

You are responsible for having the rights, licences, permissions and consents necessary for the agreed use of materials you provide, including text, photographs, video, graphics, trade marks, fonts and data. You need not own a material outright where a sufficient valid licence or other lawful authority permits the agreed use.

You remain responsible for the substantive accuracy, legality and regulatory compliance of your supplied content and claims unless checking them is expressly included in my scope. I will raise a material rights or legality concern that becomes reasonably apparent in my work and may decline an unlawful instruction.

Claims relating to supplied materials and provider-created work are allocated by §§9.9–9.12, including their causation, claim-handling and liability provisions. Your responsibility does not cover loss caused by my unauthorised reuse, modification or other breach.

2.7 Client and third-party dependencies

My ability to provide the services may depend on actions by you, your employees, contractors, suppliers or other third parties.

Where a dependency prevents or materially delays progress, the corresponding timeline may be adjusted reasonably.

I am not responsible for delay to the extent it results from a dependency outside my reasonable control.

2.8 Changes to scope

Either of us may propose a change to the agreed scope.

A requested change is not part of the existing scope merely because it relates to the same project or service. Where a change materially affects the work required, timing, capacity, cost, deliverables or dependencies, I may provide a revised estimate, additional fee, revised timeline, addendum or separate Statement of Work.

I am not required to begin material out-of-scope work until the change and any associated commercial terms have been agreed.

Minor clarifications or adjustments that reasonably fall within the existing agreed scope do not require a formal change order.

2.9 Additional work

Work requested outside the agreed scope may be quoted separately, charged at an agreed rate, or incorporated into a new or revised engagement.

Where recurring services include defined professional capacity, additional requests remain subject to the capacity and scope provisions of the applicable Service Schedule.

2.10 Delays caused by the Client

Where you do not provide required information, materials, access, feedback, decisions or approvals within a reasonable period, I may adjust the delivery schedule and reallocate the work within my availability.

A client delay does not require me to hold the original production slot indefinitely.

Where a delay becomes prolonged, the pause, dormancy, reactivation or termination provisions applicable to the engagement may apply.

Where your delay affects an agreed milestone, delivery date or launch date, that date will no longer apply to the extent it has been affected by the delay. I will establish a revised reasonable timeline based on the remaining work, dependencies and my then-current availability. I am not required to compress the remaining work, displace other commitments or incur additional working hours in order to preserve a date affected by your delay.

2.11 Recurring capacity and service boundaries

Recurring professional services reserve the agreed level of involvement and capacity. They are not unlimited task queues or banks of hours unless the SOW expressly establishes an hourly arrangement.

The SOW defines the covered properties, responsibilities, active priorities or workstreams, reporting and implementation capacity. A workstream may span billing periods and is not a monthly quota of completed projects. A request enters delivery only after appropriate scope, priority and authority checks.

Client or supplier blockers may justify progressing another authorised item, rescheduling or proposing separate work. They do not automatically pause billing, create rollover or preserve a particular delivery slot indefinitely. I will communicate material blockers and use reasonable efforts to progress available work within scope.

The Website Projects inactivity and reactivation rules apply only to projects governed by that Schedule. They do not automatically apply to recurring services. A pause, downgrade or restart requires agreement; after termination, capacity is subject to §8.16.

Where services overlap, the SOW will allocate responsibility and remove genuine duplication. There is no automatic discount, unlimited combined capacity or additional fee merely because the same work is described under more than one service.

Unused-capacity provisions do not excuse my failure to provide the contracted service or remove remedies for my breach.

2.12 Standard service and Priority SLA

Standard service applies unless a Priority SLA is expressly agreed in the SOW or an accepted SLA addendum. I will assess and respond to covered requests within a reasonable period having regard to impact, urgency, agreed coverage and professional responsibilities. No numerical response or resolution commitment, out-of-hours coverage or continuous availability is implied.

A Priority SLA is a separately agreed enhancement to specified response or service commitments. It is offered selectively, with availability limited to one or two clients per year, subject to my confirmed capacity. It is not automatically included in a package, hosting arrangement or Digital Impact Partnership. That availability policy does not reduce an SLA already accepted for its committed term.

Before an SLA is agreed, its written specification must identify covered services, support channel, service hours and time zone, severity definitions, response targets, any separate restoration or resolution targets, measurement rules, dependency pauses, exclusions, escalation and any agreed remedies or service credits.

Acknowledgement, initial assessment, restoration and final resolution are distinct. An automated receipt is not a substantive response unless the SLA expressly says otherwise. A response target is not a guarantee of resolution within the same period.

Third-party dependencies do not excuse an agreed response or communication duty. An SLA pause must follow the agreed rules and relate to an actual dependency; it must not be used to conceal delay within my control.

Priority service does not expand implementation scope or remove capacity limits. No service-credit scheme or exclusive remedy is implied; ordinary contractual and non-excludable rights remain available.

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3. Fees, invoicing and payment

3.1 Fees

You agree to pay the fees specified in the applicable Statement of Work, proposal, service order or other written agreement.

Unless expressly stated otherwise, fees relate only to the services and deliverables included in the agreed scope. Additional work, approved expenses and third-party costs may be charged separately in accordance with these Terms and the applicable Service Schedule.

Any applicable taxes, duties or similar statutory charges will be treated as required by applicable law and identified where appropriate on the relevant invoice or agreement.

3.2 Payment schedule

The payment schedule for an engagement will be specified in the applicable Statement of Work, proposal, service order or invoice.

Depending on the service, fees may be payable in advance, by project milestone, periodically for recurring services, annually for managed hosting, or under another expressly agreed arrangement.

An invoice is payable by the due date stated on that invoice.

3.3 Advance and project payments

I am not required to commence work or reserve the agreed production capacity until a required advance, deposit or initial instalment has been received.

Advance payments are credited towards the agreed services and lawful sums due if the engagement ends. They are not automatically forfeited merely because they have been paid.

On cancellation or termination, §8.11 governs the account for work performed, authorised unavoidable commitments and any expressly agreed and legally enforceable capacity reservation or cancellation compensation. The account credits payments received, applies any savings or recoveries that must be taken into account and prevents recovery twice for the same item.

I may retain payments only to meet amounts properly due. Any excess will be refunded promptly, with a credit used instead only if you agree. Future project instalments do not become immediately due merely because you cancel.

An agreed advance remains a condition of commencement; this accounting provision does not create a right to demand performance without payment or remove a lawful agreed minimum commitment.

3.4 Recurring services

Recurring professional services are ordinarily invoiced monthly in advance unless the applicable agreement establishes another cycle.

Fees reserve the agreed service and professional capacity for the billing period. Capacity genuinely made available but unused by you does not create an automatic refund, credit or rollover unless expressly agreed.

This does not excuse my failure to make the contracted service or capacity available. Provider-breach remedies, suspension accounting and termination are governed by sections 7–9.

The applicable Schedule and SOW identify the minimum commitment, cancellation and renewal arrangements.

3.5 Managed hosting

Managed hosting is ordinarily provided for an annual prepaid service period unless otherwise specified in the applicable agreement.

The specific renewal, non-renewal, price-change and termination provisions applicable to managed hosting are set out in the Website Operations and Managed Hosting Service Schedule.

3.6 Third-party costs and expenses

Third-party products and services are included in my fees only where the applicable agreement expressly says they are included.

Otherwise, third-party costs and approved expenses are payable separately by you.

I will not incur material third-party expenditure on your behalf without prior written approval, except for recurring expenditure already authorised under the applicable agreement.

I may require you to purchase a third-party product or service directly, or to provide funds in advance before I make a purchase on your behalf. I am not required to finance substantial client expenditure from my own funds.

Third-party products and services remain subject to their providers’ own pricing, licensing, availability and terms.

3.7 Changes to third-party pricing

Unless expressly agreed otherwise, I am not responsible for absorbing increases in the price of third-party products or services.

Where a third-party cost included within a recurring service changes materially, any corresponding change to your service fee will be handled in accordance with the applicable pricing and notice provisions.

3.8 Overdue payments

If an amount remains unpaid for seven calendar days after its due date, I may suspend the affected services under this section and §8.1.

Before payment-related suspension, I will give written notice identifying the overdue sum, its basis, the proposed affected services, the earliest suspension date and what is needed to restore service. If I first give notice after the seven-day threshold, I will allow a reasonable opportunity to respond or pay before suspending; the threshold alone does not remove notice.

I will consider a genuine notified dispute under §3.12 and use proportionate action. An unrelated disputed invoice does not by itself justify stopping another properly paid service.

Suspension is not termination. I am not required to commence new unpaid work or finance unapproved costs. Immediate protective action for a separate material security, legal or safety risk is governed by §8.5, not an exception for ordinary payment delay.

3.9 Effect of payment-related suspension

A suspension caused by overdue payment may affect previously estimated or agreed delivery dates.

When work resumes, I may establish a revised reasonable schedule based on the remaining work and my then-current availability. I am not required to displace other client commitments or compress the work to restore a timeline affected by non-payment.

Suspension does not waive or cancel amounts already due.

3.10 Persistent non-payment

Persistent or material non-payment may constitute a material breach and is addressed through the notices and termination process in §§8.3–8.4.

Termination does not extinguish properly accrued payment obligations. Any remaining minimum commitment is assessed under §§8.10–8.11 rather than automatically accelerated in full.

3.11 No automatic late-payment charge

These Terms do not impose an automatic late fee or contractual interest rate. A different charge requires express written agreement and must be lawful.

I may pursue payment, interest and recovery costs that are legally recoverable, following any required formal demand or procedure. This is not an agreement to pay every collection expense, an imported foreign statutory rate or a charge introduced retrospectively on an invoice.

3.12 Disputed invoices

If you genuinely dispute an invoice, notify me promptly in writing of the disputed amount and reasons, with supporting information reasonably available. I will explain the basis of the charge and both parties will make reasonable efforts to resolve the issue.

Undisputed amounts remain payable. Raising a dispute does not conclusively establish that a debt is not due, but I will consider its substance before payment-related suspension and limit action proportionately under §3.8.

Neither party may use a dispute to misuse credentials, seize unrelated assets, disclose confidential information or erase data.

3.13 Payment on termination

Ending an engagement does not cancel amounts properly due for services, authorised costs or lawful commitments. §§8.10–8.11 govern the final calculation and any refund.

Amounts already invoiced are subject to that accounting; an invoice alone does not make unperformed work earned or remove a remedy for defective work. No charge is recovered twice under a project payment, minimum commitment and cancellation provision.

3.14 Currency and payment costs

Fees are payable in the currency specified in the applicable agreement or invoice.

Unless otherwise agreed, you are responsible for bank charges, currency-conversion costs or payment-provider charges imposed on your side of the transaction. I am responsible for charges imposed directly on me by my own payment provider, except where the applicable agreement expressly provides otherwise.

3.15 Prospective fee and service changes

An existing committed price or scope is not materially changed merely by issuing an invoice or publishing revised prices. Any adjustment during a fixed commitment requires the contractual authority or agreement applicable to it.

For a later recurring period or hosting renewal, I may propose revised fees or scope in writing with sufficient notice for you to consider the change and exercise the applicable non-renewal or cancellation right before the change takes effect.

If the proposal is made too late to exercise the ordinary notice right, I will allow you to decline the change and end the affected service before it takes effect without an additional notice-period charge attributable solely to that late proposal. Accrued fees and any unaffected existing commitment remain payable.

Absent an expressly agreed variation mechanism, a material revised fee or scope requires written acceptance. If we do not agree, either party may use the existing termination or non-renewal provisions; no new fixed term arises by silence alone.

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4. Intellectual property, licences and portfolio rights

4.1 Ownership and the five-year licence model

I retain ownership of copyright and other intellectual-property rights that I create or own. The standard arrangement is a licence, not a sale or assignment of copyright.

Subject to payment and §4.3, you receive a non-exclusive worldwide licence for five years to use the identified Licensed Deliverables for the agreed business purpose. Renewal is required for continued licensed use after that term. The SOW must draw this condition prominently to your attention before acceptance.

“Licensed Deliverables” means the original material I create or am entitled to license and supply as agreed deliverables, including bespoke visual designs, client-specific creative assets, custom code, reports, roadmaps, specifications and documentation. The SOW or licence record identifies the applicable deliverables and any expressly different rights.

The five years describe the contractual licence term, not the statutory life of copyright or a guarantee of identical copyright protection in every country. Client Materials, your domains/accounts/data, unprotected facts or ideas, and third-party or open-source rights are treated separately below.

4.2 Client-supplied materials

Your rights in Client Materials remain yours or those of their lawful owners. You authorise me to use, reproduce, adapt and process them only as reasonably necessary for the agreed services and any separately permitted portfolio use.

You must have authority for that use. Incorporating Client Materials into Licensed Deliverables does not transfer your underlying rights to me or subject those materials themselves to my five-year licence.

4.3 Licence scope, commencement and record

Once the amounts properly due for a Licensed Deliverable have been paid in full, I grant you the non-exclusive worldwide licence described here. It permits reproduction, translation, adaptation and other transformation, distribution of copies, public display and performance, broadcasting and other communication to the public, including online publication, to the extent those rights apply and are necessary for the agreed business purpose.

You may use the Licensed Deliverable on the agreed websites and business systems and in the agreed digital, print and promotional channels; operate, host, maintain and modify it; and authorise your staff and replacement providers to do so on your behalf. This is not a right to resell the work as a standalone template/product, give an independent commercial licence to another business or use it outside the agreed scope.

Unless the signed SOW states a different commencement date, the five-year term begins on the later of delivery of the final Licensed Deliverable and receipt of its full payment. It expires on the fifth anniversary of that date; if that anniversary date does not exist in the final month, it expires on that month’s last day. Mauritius time applies.

I will provide a written licence record identifying the deliverables or objectively identified batch, the rights/purpose, commencement and expiry dates, and material exclusions. The SOW or licence schedule will be signed by both parties and retained with the agreement. A record confirms the agreed calculation; I cannot use it to impose an earlier start, shorter term or new restriction retrospectively.

For recurring deliveries, separately supplied deliverables have their own dates unless the signed SOW clearly groups them. Corrections, maintenance, ordinary updates or continued hosting do not restart the term of existing work. A separately commissioned replacement or new work has the licence period identified for it.

Before full payment, materials may be reviewed for project evaluation. Public or production use before full payment requires express written authorisation identifying the interim permission. A payment dispute does not itself authorise technical interference with your systems.

4.4 Retained tools and know-how

My pre-existing and independently reusable intellectual property remains mine. This may include copyright in tools, code libraries, templates, design systems, documentation structures and other original materials.

This provision claims only rights that exist and that I own or am entitled to license. It does not create copyright in a general idea, method, fact or professional skill, or transfer third-party software to me. Confidential know-how is protected through applicable confidentiality obligations.

4.5 Improvements and client-specific material

Rights I hold in improvements to my reusable materials remain mine unless expressly agreed otherwise. Rights in my original commissioned contributions remain mine under the licence model.

This does not give me ownership of your confidential information, supplied content, trade marks, data or third-party assets. Reuse remains subject to §§4.12–4.17 and section 5.

4.6 Embedded components

For retained components embedded in a Licensed Deliverable, the licence includes the reproduction, hosting, access and modification reasonably necessary to use that deliverable during its valid licence term, including through a replacement provider.

There is no separate ownership transfer or right to extract and commercially redistribute my proprietary components independently. This restriction does not override rights granted directly under an applicable open-source or third-party licence.

A separately time-limited subscription or proprietary dependency must be disclosed in the SOW, including any material fee and what ends with it. Hosting, maintenance and licence renewal are separate unless expressly bundled.

4.7 Third-party and open-source materials

Third-party software, plugins, themes, fonts, stock assets, libraries and other materials remain subject to their owners’ terms. I cannot grant rights beyond my authority.

Nothing in these Terms restricts rights granted directly to you by a third-party or open-source licence, including applicable GPL rights. My five-year term does not shorten those independent rights. Different components of a deliverable may have different licences.

Where I undertake to obtain or configure a licence, I remain responsible for doing so properly. The SOW or asset record identifies material ongoing dependencies and who pays for renewals.

4.8 Agency, developer and shared licences

You do not acquire my shared professional or agency account or a non-transferable supplier licence. If its coverage ends, you may need your own licence for continued updates, support or functionality.

I will identify material known dependencies before commitment and again during an orderly handover. I will not imply that a five-year licence to my work guarantees five years of a separately renewed third-party subscription.

4.9 Payment, expiry and lawful enforcement

Payment-conditioned rights arise only when the corresponding sums properly due are paid. Once granted, a licence is not revoked merely because a separate service ends or an unrelated invoice is disputed.

A licence may end on its agreed expiry or through lawful termination for a material breach of that licence under §8.3. Any other non-waivable statutory right remains applicable.

I will enforce payment and IP rights through the agreement and lawful remedies. Retained credentials do not authorise me to disable, delete, transfer or interfere with a client-controlled system, domain or unrelated asset.

4.10 Replacement providers and transfers

You may appoint another provider to operate or modify Licensed Deliverables on your behalf during the valid licence term. That provider receives no independent resale or exploitation right and must respect applicable confidentiality and licence restrictions.

Handover does not transfer my ownership, internal systems or excluded working materials. Transfer of the licence to a different legal client is governed by §12.7; a change of maintainer alone is not such a transfer.

4.11 Modifications

You and authorised providers may modify Licensed Deliverables for the licensed purpose during the valid term. I am not responsible for problems to the extent caused by changes outside my control.

Your original additions remain subject to the rights of their creators. An adaptation that still uses my protected material remains subject to the licence for that material; independent replacement work is not brought within my rights merely because it serves the same purpose.

Materially changed work should not continue to attribute its current implementation to me misleadingly. This does not assign or waive a moral right.

4.12 Portfolio use

Unless an NDA, embargo or SOW restriction provides otherwise, you permit me to identify publicly launched work as part of my portfolio and show reasonable representations of my contribution, including your name/logo solely for that factual purpose to the extent you can authorise their use.

I will show only material I am entitled to reproduce. Public availability alone is not sufficient permission for third-party assets or personal data. I will not disclose private analytics, strategy, credentials, confidential information or unpublished work without appropriate permission.

I will respect agreed embargoes, avoid implying endorsement, and address a substantiated rights or confidentiality concern promptly, including removing affected material where appropriate.

4.13 Website credit

A discreet visible credit is included only where agreed. Its wording and any requirement to retain it must be expressly stated in the SOW.

Credit is not a substitute for the licence record. Unless expressly and lawfully agreed otherwise, removing the credit does not end the licence. Either party may request amendment or removal where the site has materially changed and the credit is misleading.

4.14 Authorship and moral rights

Removing or replacing a credit does not change authorship or determine ownership. Moral rights are not assigned by these Terms, and no non-waivable right is waived.

I will not use retained access to restore a removed credit without authority. Any concern about attribution or prejudicial treatment of my work will be addressed through discussion and lawful remedies.

4.15 Reuse and similarity

I may reuse general skills, know-how and independently reusable components, subject to confidentiality and third-party rights. I will not use your confidential material or branding for another client without authority or represent your business as endorsing another.

Similarity of general ideas, functionality or methods alone does not establish ownership or infringement. Protected expression and authorised use are assessed under the applicable licence and law.

4.16 Source and working materials

Only source/editable materials included in the SOW are deliverables. Drafts, rejected concepts, experiments, internal notes and standalone development tools are not automatically included.

This does not remove the final site files, embedded components, client data or other agreed materials necessary for the usable delivery and handover promised. Their permitted use remains subject to the applicable licence term.

4.17 Exclusivity

The standard licence is non-exclusive. Any exclusive licence, assignment or other departure must be expressly identified in a written instrument signed by both parties, with its rights, scope, territory and duration specified and legal formalities satisfied.

No industry exclusivity or restriction on using general reusable methods is implied.

4.18 Renewal, expiry and continuing records

Renewal of my five-year licence requires a written agreement identifying the affected deliverables, further term and any agreed renewal fee. No automatic renewal, renewal price, retrospective royalty or additional ownership right is created by silence, continued use, payment for maintenance or hosting, or a previous working relationship.

I will provide a reasonable prior written expiry reminder to the recorded notice address and identify renewal arrangements or the need to agree them. You must keep your contact details current and arrange renewal or replacement before expiry. A reminder alone does not amend the agreed expiry date, subject to mandatory law.

If no renewal is agreed, you must cease use that requires my licence at expiry, including public deployment or continued reproduction of the affected protected material. You may replace it with independently created or properly licensed alternatives and retain your own content, accounts, domains and data. Neither licence expiry nor non-renewal transfers those client assets to me or permits unauthorised technical self-help.

You may retain copies solely for lawful archival, evidential or compliance purposes, protected against new public/commercial deployment. This does not require you to unlearn general knowledge or stop using facts, ideas or methods not protected by copyright. Third-party/open-source rights remain governed by their own terms.

Ending an ordinary services engagement does not shorten the remaining valid licence period; nor does a services agreement extend it automatically. Renewal buys only the rights expressly agreed, not maintenance, redesign, updates or hosting.

I will reasonably cooperate with an orderly lawful transition under §8.13. New migration or replacement work requires agreed scope and fees.

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5. Confidentiality, credentials, data protection and information security

5.1 Confidential information

During an engagement, either party may receive information belonging to the other that is confidential or would reasonably be understood to be confidential given its nature or the circumstances in which it was disclosed.

Confidential information may include business plans, pricing, financial information, customer information, technical information, credentials, unpublished materials, internal processes, strategies, data, documentation and other non-public commercial or operational information.

5.2 Confidentiality obligations

Each party agrees to:

1. Use the other party’s confidential information only as reasonably necessary for the engagement.
2. Take reasonable measures to protect it against unauthorised access, use or disclosure.
3. Disclose it only to people or service providers who reasonably need access for the engagement and who are subject to appropriate confidentiality obligations.
4. Not disclose it to other parties except with permission or where disclosure is permitted by these Terms or required by law.

These obligations apply regardless of whether information is expressly marked “confidential” where its confidential nature should reasonably be apparent.

5.3 Information that is not confidential

The confidentiality obligations do not apply to information that the receiving party can reasonably demonstrate:

• Was already lawfully known to them without a confidentiality obligation.
• Becomes publicly available other than through a breach of the agreement.
• Is lawfully received from another source without a confidentiality restriction.
• Is independently developed without use of the other party’s confidential information.
• Is authorised for disclosure by the party to whom it belongs.

5.4 Required disclosure

A party may disclose confidential information where required by applicable law, regulation, court order or a competent authority.

Where legally permitted and reasonably practicable, the receiving party should notify the other before making such a disclosure and limit the disclosure to what is required.

5.5 Credentials and system access

Where access to a website, server, domain, analytics property, search platform, software service or other system is required, you agree to provide appropriate access reasonably necessary for the engagement.

Where practicable, dedicated user accounts and appropriately limited permissions should be used instead of sharing master or personal credentials.

You should not provide credentials, personal data or access to systems that I do not reasonably need to perform the agreed services.

I will take reasonable measures to protect credentials and access provided to me and will use them only for purposes connected with the engagement.

5.6 Security responsibilities

Each party must maintain appropriate security over systems, accounts, devices and credentials within its responsibility. I will implement the safeguards I agree to provide and comply with security duties imposed directly on me by applicable law.

No absolute security or uninterrupted third-party availability is guaranteed. That does not exclude statutory duties concerning security, resilience, restoration or testing, or a specific contractual safeguard.

The service specification and processing terms must describe measures actually provided, including backup and recovery arrangements where relevant. No unstated infrastructure, retention or recovery target is implied.

5.7 Removal of access

When access is no longer reasonably required, either party may request that unnecessary accounts, credentials or permissions be removed or revoked.

Following termination or completion of an engagement, the parties should reasonably cooperate in removing access that is no longer required while preserving any temporary access reasonably necessary for an agreed handover or transition.

5.8 Personal data

Each party agrees to handle personal data in accordance with the data-protection laws applicable to its role and the relevant processing activities.

The nature of those responsibilities may differ depending on whether a party acts as a controller, processor or in another legally recognised capacity.

These Terms do not by themselves appoint me as a processor for every engagement or imply that I assume responsibility for all personal data processed through a client’s website or systems.

5.9 Client responsibility for personal data

You are responsible for the lawful purpose, basis, content and disclosure of processing you determine, and for obtaining any required advice, except to the extent particular work is expressly assigned to me.

I remain responsible for agreed technical implementation and duties imposed directly on me. Your instructions or approval do not excuse my unlawful processing or negligent implementation. I will raise a material concern with an instruction that is reasonably apparent and may decline it pending resolution.

General technical recommendations do not constitute legal or data-protection advice.

5.10 Processing personal data on your behalf

Before processing personal data on your behalf, we will put suitable written processing terms in place, including a Data Processing Agreement where appropriate. They must address the actual roles, documented lawful instructions, purposes and duration, data categories and people affected, confidentiality, security, authorised sub-processors and locations, transfers, incident contacts, assistance, retention, return and deletion.

I will act on those instructions except where law requires otherwise. Roles and statutory duties depend on actual activities and law, not merely contractual labels. Each party will meet applicable registration, record-keeping and accountability requirements.

The processing agreement must be completed using actual operational arrangements, not unsupported assurances. Where required safeguards are not in place, the affected processing will not begin until resolved.

For the processing it governs, the Data Processing Agreement takes precedence over the Master Terms, Schedules and SOW unless lawfully amended in writing. Mandatory law always prevails.

5.11 Providers and international processing

Third-party hosting, communications, development, analytics, security and other providers may be used only consistently with the agreement, confidentiality and processing obligations.

Where personal data is involved, the relevant processing terms will identify authorised providers or the agreed authorisation process, material locations and the lawful transfer arrangement. Access from another country must be assessed as well as physical storage.

A general reference to international suppliers is not consent to every disclosure or a substitute for required transfer safeguards, proof, authorisation or other applicable steps. Material changes must follow the agreed notification, approval and objection arrangements.

5.12 Data minimisation

Each party should avoid sharing personal data, credentials or confidential information that is not reasonably required for the engagement.

Where practical, test, anonymised, pseudonymised or otherwise minimised data should be used instead of unnecessary production personal data.

5.13 Security incidents

Each party must notify the other without undue delay on becoming aware of an actual or reasonably suspected incident materially affecting the other’s confidential information or relevant personal data, and cooperate according to its responsibilities.

Where I act as processor, I will notify you without undue delay when I become aware of a personal data breach affecting that processing. Initial notice is not postponed pending a complete investigation; available information and subsequent updates will be provided.

Each party remains responsible for legally required notifications to authorities or individuals. Ordinary support hours, holidays or an SLA do not extend a statutory deadline.

5.14 Return and deletion of confidential information

Following completion or termination, either party may reasonably request the return or deletion of confidential information belonging to it where that information is no longer required.

Retention for legal, tax, accounting, insurance, evidential or other legitimate record-keeping purposes is permitted only to the extent lawful, necessary and proportionate. This is not a general permission to retain all client personal data indefinitely. Retained information remains protected, access-limited and unused for unrelated purposes, with deletion when the lawful retention purpose ends.

Technical backup systems may also retain information temporarily until it is removed through their normal retention cycle.

5.15 Confidentiality and portfolio use

The portfolio rights described in section 4 do not override a specific confidentiality obligation, NDA, embargo or restriction agreed in a Statement of Work.

Once work is legitimately public and no applicable confidentiality restriction prevents its use, the portfolio provisions of section 4 apply.

Public availability of a completed project does not make unrelated confidential information, private analytics, internal correspondence, credentials, strategy documents or commercially sensitive information public.

5.16 Survival

The confidentiality obligations in this section continue after completion or termination for as long as the relevant information remains confidential, subject to applicable law and any more specific period agreed in writing.

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6. Third-party services and external dependencies

6.1 Use of third-party services

The services I provide may depend on or interact with products, platforms, software, infrastructure and services supplied by third parties.

These may include hosting and infrastructure services, domain and DNS services, content-delivery networks, software and plugins, APIs, payment services, analytics and measurement platforms, search engines, AI systems, communications services and other external technologies.

Where appropriate, the applicable Statement of Work or Service Schedule may identify material third-party dependencies relevant to an engagement.

6.2 Third-party terms

Third-party products and services remain subject to their providers’ own terms, policies, licences, technical requirements and usage restrictions.

You may be required to accept a third party’s terms directly where an account, subscription or licence is held in your name.

I cannot grant rights, warranties or service commitments on behalf of a third-party provider beyond those I am authorised to provide.

6.3 Client-controlled accounts and asset records

Where reasonably practicable, business-critical domains, analytics, search, payment and similar accounts will be registered to or controlled by you, with delegated access for me.

The SOW or asset record distinguishes your assets from my managed infrastructure, shared professional accounts and third-party subscriptions. It records material account/registrant holders, administrative authority, licence and renewal responsibility, and available export/transfer arrangements.

Where I administer a domain, administration alone does not transfer its registrant rights to me. Registration remains subject to the relevant registrar and registry terms. I remain responsible for duties expressly assigned to me.

6.4 Availability and continuity

I do not guarantee that a third-party product or service will remain continuously available, unchanged, compatible with your systems or commercially available.

A third party may change its functionality, pricing, licensing, policies, APIs, eligibility requirements, technical requirements or service offering, or may suspend or discontinue a product entirely.

To the extent such changes are outside my reasonable control, I am not responsible for guaranteeing continuity on the third party’s previous terms.

6.5 My responsibility for implementation

The fact that a service depends on a third party does not remove my responsibility to perform the work within my control with reasonable professional care.

Where I am responsible for selecting, configuring or implementing a third-party service as part of the agreed scope, I remain responsible for performing that work to the professional standard required by the agreement.

I will not rely on a third-party exclusion to avoid responsibility for a problem materially caused by my own incorrect implementation or configuration.

6.6 Third-party failures

I am not responsible for an outage, defect, security incident, service interruption, data issue or other failure to the extent it is caused by a third-party service or infrastructure outside my reasonable control.

Where managing or responding to such incidents forms part of the contracted service, I will provide the applicable investigation, support or response notwithstanding that the underlying failure may originate with a third party.

A third-party failure does not automatically constitute a force majeure event. Force majeure is dealt with separately under these Terms.

6.7 Changes affecting delivered work

If a third-party change materially affects a website, integration, application, search implementation or other delivered work, I may investigate and recommend an appropriate response where this falls within the applicable service.

Routine adaptation may be included where provided for by the relevant Service Schedule or Statement of Work.

Where maintaining compatibility requires substantial redevelopment, migration, replacement, specialist work or new expenditure, that work may require additional scope and fees.

6.8 Replacement of third-party services

Where a third-party service becomes unavailable, unsuitable, insecure, materially incompatible or commercially unreasonable, I may recommend an alternative.

I do not guarantee that an alternative will provide identical functionality, pricing, data portability, performance or contractual terms.

Any material migration, redevelopment, licensing or implementation work required to adopt the alternative will be handled according to the agreed scope and applicable fees.

6.9 Third-party pricing and licensing

Third-party prices and licence terms may change independently of me.

Unless the applicable agreement expressly provides otherwise, I am not required to absorb increased third-party costs or continue providing a third-party product at a previous price after its underlying cost or licensing model changes.

Any resulting adjustment to a recurring fee remains subject to the pricing and notice provisions of these Terms and the applicable Service Schedule.

6.10 Client-selected third parties

Where you require me to use a particular third-party product, provider or technology, I may advise you of material concerns I reasonably identify.

If you choose to proceed despite such advice, I am not responsible for problems resulting specifically from limitations or risks of that required third-party solution that I identified or could not reasonably control.

I may decline to implement or support a client-selected solution where I reasonably consider doing so unlawful, materially insecure, technically unsuitable or incompatible with my professional obligations.

6.11 Changes made by other providers

I am not responsible for problems caused by changes made by another provider, contractor, employee or other person outside my control.

If I am asked to investigate or remediate such problems, that work is subject to the scope and capacity of the applicable service and may be separately chargeable.

This does not affect my responsibility for problems caused by my own work.

6.12 No obligation to maintain obsolete dependencies

Unless expressly agreed otherwise, I am not required to indefinitely maintain an obsolete, unsupported, insecure or discontinued third-party technology solely to preserve an existing implementation.

Where continued use creates a material technical, security or operational concern, I may recommend replacement, migration or other remediation.

Any resulting work will be handled under the applicable scope and commercial arrangements.

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7. Professional standards, warranties and outcomes

7.1 Professional standard

I will provide the agreed services with reasonable professional care and skill, having regard to the scope, information available, applicable Service Schedule and requirements agreed between us.

I will use reasonable professional judgement in performing advisory, strategic, creative and technical work.

7.2 Scope of professional responsibility

My responsibility is to perform the services and deliverables I have agreed to provide.

Unless expressly included in the applicable agreement, I am not responsible for functions, systems, content, compliance requirements, business processes or outcomes outside that scope.

7.3 No guarantee of commercial outcomes

Professional services can influence business performance but cannot guarantee a particular commercial result.

Unless expressly stated otherwise in an agreement, I do not guarantee any particular level of revenue, sales, enquiries, leads, conversions, customer acquisition, profitability, cost savings or other commercial outcome.

7.4 Search and AI visibility

I do not guarantee particular search rankings, organic traffic levels, impressions, indexing outcomes, featured results, AI citations, inclusion in AI-generated answers, recommendation by an AI system or visibility within any particular search engine, AI platform or other discovery system.

Where Search and AI Visibility services are contracted, my obligation is to provide the agreed professional services rather than guarantee the behaviour or decisions of third-party search or AI systems.

More specific provisions are contained in the Search and AI Visibility Service Schedule.

7.5 Website performance and availability

Unless a specific performance target or SLA has been expressly agreed, I do not guarantee a particular uptime percentage, page-speed score, Core Web Vitals result, benchmark score or other continuously maintained technical metric.

Where optimisation or operational services are included, I remain responsible for performing the contracted work with reasonable professional care.

Third-party services, client content, user devices, network conditions, subsequent modifications and other external factors may affect measured performance.

7.6 Compatibility

Unless the applicable Statement of Work establishes specific compatibility requirements, website work will be implemented and reasonably tested for current, commonly used browsers and representative responsive device classes appropriate to the project at the time of delivery.

This does not constitute a guarantee of compatibility with every device, browser, browser version, operating system, assistive technology or future software release.

Specific legacy, specialist or organisational environments requiring testing should be identified in the applicable Statement of Work.

7.7 Accessibility

Accessibility is treated as a normal quality consideration in website work, and I will apply reasonable contemporary accessibility practices appropriate to the agreed scope.

This does not constitute certification or a warranty of formal conformance with a particular accessibility standard.

Where formal conformance with a standard such as WCAG 2.2 Level AA is required, that requirement and the associated testing must be expressly included in the applicable Statement of Work.

I do not guarantee the accessibility of third-party services or client-supplied content outside my control, although this does not excuse accessibility issues caused by my own implementation.

7.8 Legal and regulatory compliance

My services do not constitute legal, tax, accounting or other regulated professional advice unless lawfully and expressly included.

You obtain relevant specialist advice and supply or approve your business’s legal content and policies. I may implement accessibility, privacy, cookie or consent features without certifying overall compliance, but remain responsible for agreed implementation and duties imposed directly on me.

Before commitment, you should identify intended markets and regulated uses material to the requirements. Material requirements discovered later will be assessed through the scope process; no variation permits unlawful performance.

7.9 Information and recommendations

Strategic and advisory recommendations are based on the information reasonably available at the time and the professional judgement applied to that information.

Digital platforms, technology, markets, search systems and accepted practices can change. A recommendation that was reasonable when provided is not guaranteed to remain appropriate indefinitely.

7.10 Express commitments take precedence

Nothing in this section removes a specific warranty, service commitment, acceptance criterion, performance requirement or SLA that I have expressly agreed to in writing.

Where such a commitment exists, it applies according to its stated scope, limitations and duration.

7.11 Non-excludable rights

Nothing in these Terms excludes, restricts or modifies any warranty, right, remedy or liability that cannot lawfully be excluded, restricted or modified.

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8. Suspension, termination and consequences of termination

8.1 Suspension

Suspension is available only on the grounds provided in this agreement, including non-payment under §3.8, an actual material legal/security risk, materially missing access or cooperation, or another breach for which suspension is a proportionate protective response.

Written notice will identify the affected services, reason, proposed timing, restoration conditions and material billing/operational consequences. Prior notice is required for ordinary non-payment. Urgent protective action follows §8.5.

Action will be limited to affected services so far as reasonably practicable. Suspension is distinct from termination and does not permit seizure of client assets, punitive deletion of data or interference with unrelated client-controlled systems.

8.2 Effect of suspension

During a suspension, I am not required to continue performing the affected work or reserving the same production schedule.

Where suspension affects a milestone, delivery date or other commitment, I may establish a revised reasonable schedule when the service resumes based on the remaining work and my then-current availability.

I am not responsible for delay caused by a suspension that arose from your breach or failure to meet your contractual obligations.

Accrued charges and lawful minimum commitments remain payable. Recurring charges during suspension apply only to continuing agreed service, reserved capacity or authorised unavoidable commitments, rather than creating an indefinite additional penalty. I will identify the material billing consequences when reasonably practicable. No fee for a new service or renewed fixed term is created merely by suspension. If suspension results from my breach, it does not remove your applicable refund, credit or termination remedies.

8.3 Termination for material breach

Subject to applicable mandatory law, the parties expressly agree that either may terminate the affected agreement by written notice, without first obtaining a court order where legally permitted, if the other commits a material breach of its contractual obligations and follows the process below.

For a remediable breach, the complaining party must first give written notice identifying the breached obligation, relevant facts, required remedy, a reasonable remedy deadline having regard to seriousness and practical steps required, and the intention to terminate if it remains unremedied. The deadline must not be arbitrary or merely nominal.

If the material breach remains unremedied when that deadline expires, a further written notice may terminate the affected agreement, stating its basis and effective date. The original notice does not silently terminate the agreement unless an expressly agreed lawful mechanism says otherwise.

For an irremediable material breach, or an immediate termination ground in §§8.5–8.6, the terminating party must identify that ground and why a cure period is inappropriate in its written termination notice.

This is an express contractual termination mechanism, subject to court review and any notice, formality or judicial step mandatory law requires. It does not remove either party’s right to contest a termination or seek an available remedy.

8.4 Persistent non-payment

Persistent or material non-payment may justify termination through §8.3. The payment demand must identify sums properly due and address a genuine notified dispute. Reaching the seven-day suspension threshold does not itself complete the termination process.

Accrued payment rights remain subject to final accounting under §§8.10–8.11.

8.5 Urgent legal or security protection

I may take immediate proportionate protective action where I reasonably believe continued affected performance would facilitate unlawful activity, create an imminent material security or safety risk, or breach a binding supplier/legal requirement that cannot reasonably be accommodated.

Where safe and lawful, I will give prior notice; otherwise I will notify you as soon as reasonably practicable, explain the action and consider less disruptive restoration options.

Immediate termination is reserved for circumstances where lawful, safe continued performance cannot reasonably be restored or the breach is irremediable. A supplier difficulty or commercial inconvenience alone does not justify it. Written termination notice under §8.3 remains required, and action will be limited to affected services where practicable.

8.6 Serious unacceptable conduct

I may suspend affected work immediately where serious abusive, threatening, harassing, intimidating or similarly unacceptable conduct directed towards me makes continued collaboration unsafe or creates a material risk that cannot reasonably be managed while work continues. I will give written reasons as soon as reasonably practicable.

Termination follows §8.3 where the conduct constitutes a material breach. Immediate termination is reserved for an irremediable material breach or another lawful ground that makes continuation unsafe; I will explain that ground in a written termination notice. Mandatory procedures and rights remain applicable.

Good-faith criticism, complaints, commercial disagreement, negotiation or dissatisfaction with work do not by themselves constitute grounds for suspension or termination under this section. The final-account and client-asset safeguards continue to apply.

8.7 Client cancellation of recurring professional services

Unless the SOW expressly provides otherwise, Search and AI Visibility, Website Operations and Digital Impact Partnership have an initial three-month minimum commitment, followed by monthly continuation.

You may give 30 calendar days’ written notice during the initial commitment to end no earlier than its end, provided the full notice period is given. Afterwards, notice runs from receipt and need not end at a month end. The final recurring fee is apportioned to the effective termination date without removing a lawful minimum commitment.

An earlier cancellation without cause is accounted for under §§8.10–8.11. It does not automatically accelerate the gross value of every remaining fee or remove a termination right arising from my breach.

8.8 Termination of recurring professional services by me

Following any applicable fixed commitment, I may terminate a recurring professional service for convenience by giving you at least 30 calendar days’ written notice.

During that period, I will continue to provide the applicable service subject to the agreement and will reasonably cooperate with an orderly transition where appropriate. If I end or discontinue a prepaid recurring professional service for reasons unrelated to your breach, fees attributable to the unused service period will be refunded or credited by agreement; you do not owe future fees for services I will not provide. I may not use convenience termination to abandon an existing fixed commitment without an agreed release or another contractual right.

Where circumstances justify termination for cause under another provision of these Terms, the 30-day convenience notice period does not apply.

8.9 Managed hosting

Managed hosting is ordinarily annual and prepaid, with renewal or non-renewal under the applicable Schedule.

If you leave early for reasons unrelated to my breach, the agreed annual commitment is taken into account under §§8.10–8.11, including service already provided, genuinely reserved hosting and authorised unavoidable supplier costs. A full pro-rata refund is not automatically due solely because you migrate early, but neither is the entire advance automatically forfeited regardless of amounts properly due.

If I discontinue prepaid hosting early for reasons unrelated to your breach, I will refund the fee attributable to the unused service period promptly, or give a credit only if you agree, and reasonably cooperate with migration. Provider-breach and non-excludable remedies remain available.

8.10 Minimum commitments

An agreed minimum term is a genuine commitment to the specified service and available professional capacity, not a right to unlimited work.

On early client cancellation without cause, the final account may include remaining commitments only to the extent expressly agreed and lawfully recoverable. It must distinguish the agreed price of service/capacity actually made available from compensation for future non-performance, account for applicable saved costs/recoveries and avoid double recovery.

If you properly terminate for my uncured material breach, future minimum-term fees for the terminated service are not payable. Prepaid fees for services not provided after termination will be refunded promptly, without removing an appropriate remedy for defective work already performed.

8.11 Final account and refunds

I will provide a clear final account identifying work performed, service/capacity supplied, authorised expenses and unavoidable third-party commitments, and any other expressly agreed and legally enforceable cancellation compensation. I will explain the basis of material sums and provide reasonable supporting information.

Payments already received, relevant credits, and savings or recoveries that must be taken into account will be applied. The same item will not be recovered twice. Amounts are not properly due merely because invoiced; accrued invoices remain subject to genuine disputes and available remedies.

Any excess advance will be refunded promptly. A credit instead of a due refund requires your agreement. Any further balance must be properly due under the agreement and law; no collection fee, lost-profit percentage or future instalment acceleration is invented by this clause.

8.12 Deliverables on termination

Subject to the intellectual-property and payment provisions of these Terms, you are entitled to receive completed and paid-for deliverables that the applicable agreement requires me to provide.

I am not required to transfer ownership of my retained intellectual property or supply excluded internal working materials, unfinished work or deliverables for which the applicable amounts remain unpaid, except where applicable law requires otherwise. Retention of copyright is not a reason to withhold completed, paid-for files or embedded components that the agreement requires me to supply for use under the licence.

Where partial work has been paid for but is incomplete, the applicable Statement of Work and circumstances of termination will determine what material can reasonably be handed over.

8.13 Handover

Both parties will reasonably cooperate with an orderly handover. I will release client-controlled access and the available agreed paid-for deliverables/exports that I am required and entitled to provide, identify material dependencies and open actions, and remove unnecessary access.

Routine release of your assets is not conditional on buying additional transition work. Substantial new migration, documentation, redevelopment or training may be separately scoped and charged only with agreement.

Handover does not transfer my infrastructure, shared accounts, excluded working materials or IP ownership. Your use of Licensed Deliverables continues only for the valid period under section 4; ending service alone does not shorten it, and handover alone does not renew it.

8.14 Managed hosting retrieval period

The ordinary retrieval period after hosting termination or expiry is 30 calendar days. I will take reasonable steps to preserve an available current website export or recovery copy for that period and provide reasonable retrieval access under the applicable Schedule.

This is not continued production hosting or a guarantee of every historical backup. I will identify known material limitations and will not intentionally delete the current retrievable copy before the period ends unless law or an unavoidable security requirement requires earlier action.

After the period, deletion follows the processing agreement, applicable law and necessary record-retention obligations. The period is not permission to retain personal data unlawfully or delete it as debt leverage. It does not extend an expired copyright licence; retrieval may still be needed to recover client data or implement lawful replacement.

8.15 Client responsibility for migration

You are responsible for arranging a destination service and completing migration within the applicable handover or retrieval period unless migration services have been expressly included.

If you ask me to perform the migration, that work may be separately chargeable.

Once another provider or environment takes control, I am not responsible for performance, compatibility, configuration, security or other problems arising from that destination environment or subsequent third-party work.

8.16 Capacity after cancellation

Ending a recurring service releases the professional capacity reserved for that engagement.

If you later wish to resume services, a new engagement is subject to my then-current availability, pricing, scope and contractual terms.

Previous capacity, pricing or service arrangements are not automatically reserved or reinstated.

8.17 Survival

Provisions which by their nature need to continue after termination remain effective after the agreement ends.

These include, where applicable, provisions concerning accrued payments, confidentiality, intellectual property and licences, portfolio rights, data and record retention, limitations of liability, indemnities, dispute resolution and other rights or obligations intended to survive termination.

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9. Limitation of liability and indemnities

9.1 Responsibility for my services

I am responsible for providing the agreed services with the professional care and skill described in these Terms and the applicable Service Schedule and Statement of Work.

My liability should reflect the services I have agreed to provide, the matters reasonably within my control and the extent to which my acts or omissions caused the relevant loss.

Nothing in this section is intended to exclude responsibility that cannot lawfully be excluded or limited.

9.2 Responsibility for matters outside my control

Subject to applicable law, I am not responsible for loss to the extent it results from:

• Your acts, omissions, instructions or failure to meet your responsibilities under the agreement.
• Changes made by you, your employees, contractors or another provider.
• Inaccurate, incomplete or unlawful materials or information supplied by you.
• Third-party products, platforms, infrastructure or services outside my reasonable control.
• Search engine, AI platform, social platform or other external system decisions or changes.
• A failure to follow material advice, instructions or requirements that I reasonably communicated.
• Circumstances otherwise excluded or allocated to another party under the agreement.

Where several factors contribute to a loss, responsibility should be determined according to the extent to which each party’s acts, omissions or responsibilities materially contributed to it.

9.3 No liability merely because an expected outcome was not achieved

The absence of an expected commercial, search, technical or other outcome does not by itself establish breach or liability.

In particular, subject to any express contractual commitment, I am not liable merely because an engagement does not produce a particular level of revenue, sales, enquiries, conversions, traffic, search ranking, indexing, AI visibility, recommendation, uptime, performance score or other result that is not guaranteed under the agreement.

This does not exclude liability for failing to perform the actual services I agreed to provide.

9.4 Excluded categories of loss

To the fullest extent permitted by applicable law, neither party will be liable to the other for indirect or consequential loss arising from the agreement.

To the extent lawful, this exclusion includes loss of anticipated profit, anticipated savings, business opportunity, goodwill or reputation only where the loss is indirect or consequential in the circumstances. Direct losses are not excluded solely because they fall within one of those descriptions.

9.5 Duty to mitigate

A party seeking to recover loss should take reasonable steps to avoid or reduce further loss once it becomes aware of the relevant problem.

Neither party should recover losses that could reasonably have been avoided through proportionate mitigation.

9.6 Reciprocal cap for one-off projects

Subject to §9.8 and applicable law, each party’s aggregate liability to the other arising out of or in connection with a one-off project will not exceed the total professional fees paid or payable under the affected SOW.

Genuine separately identified third-party pass-through expenditure does not increase the cap. The same cap applies to claims under §§9.9–9.12 unless a signed addendum expressly provides otherwise; those clauses do not create an unlimited indemnity.

A different legal description of the same loss does not create another cap or permit double recovery.

9.7 Reciprocal cap for recurring services

Subject to §9.8 and applicable law, each party’s aggregate liability to the other for an affected recurring service is limited to the professional fees paid or payable for that service during the six months immediately preceding the event giving rise to the claim.

Where the service has been active for less than six months, use the professional fees for its first six months at the service level and fee agreed when the relevant event occurred, or for the whole expressly agreed shorter fixed term where applicable. This measures the cap only; it does not extend a client’s minimum term or make six months of fees payable.

For annual prepayment, fees are allocated to their service periods, not their receipt dates. The managed-hosting service-fee element is included and genuine separately identified pass-through expenditure is excluded to the extent lawful.

Claims arising from the same event or related series are treated together, using the earliest event in that series. Where a loss genuinely concerns several service components, count each affected component’s applicable fee base once; merely invoking several Schedules does not multiply recovery.

For unrelated claims against the same party under the same ongoing service, the aggregate cap is the highest single cap applicable to those claims, not the sum of repeated caps. This does not create a contractual deadline for bringing claims.

9.8 Exceptions and primary obligations

Nothing limits a liability or remedy that cannot lawfully be limited, or binds a regulator, data subject or other non-party to a contractual cap.

The caps and loss exclusions do not apply to fraud, wilful misconduct, gross negligence/faute lourde, death or personal injury caused by negligence, or other non-excludable liability.

The damages caps do not reduce properly due primary payment obligations, refunds of sums not properly due, express refunds for prepaid undelivered service or unused rights expressly refundable under this agreement. Nor do they excuse an agreed correction, lawful return of client assets or required handover. There is no double recovery where a refund or correction has already remedied the same loss.

Ordinary IP, confidentiality and data-protection damages between the parties remain within the relevant cap unless an exception above or mandatory law applies, or a signed addendum expressly provides otherwise. Regulatory liabilities and third-party rights are not determined by this allocation.

9.9 Claims relating to client-supplied materials or instructions

You are responsible for materials, content, data, instructions and other assets you provide and for having the rights and permissions necessary for their intended use.

Where a third party brings a claim because I used client-supplied material or followed a client instruction in accordance with the agreement, you are responsible for the resulting claim to the extent it arises from a breach of your obligations, rights you did not possess, or unlawful material or instructions supplied by you.

This allocation does not apply to the extent the claim was caused by my unauthorised use, modification or other breach. The reciprocal caps, exceptions and claim procedure in §§9.6–9.12 apply.

9.10 Claims arising from work I create or procure

I am responsible for a third-party IP claim to the extent caused by my failure to hold the rights I promised to grant in original deliverables created or procured by me or retained IP I supply under the agreement.

This does not cover a claim to the extent caused by your supplied material, an unauthorised modification or combination by another person, use outside the agreed licence, or continued infringing use after an appropriate non-infringing remedy has been made reasonably available. An exclusion for third-party material does not excuse my failure to obtain or comply with a licence I undertook to procure.

Where reasonably practicable, I will obtain the required rights or provide a materially equivalent non-infringing modification or replacement without additional professional fees. If neither is reasonably available, I will refund the part of the affected deliverable’s fee reasonably attributable to the unusable rights or unprovided work and cooperate with discontinuing the affected use. Useful delivered work is taken into account, and non-excludable remedies remain available.

Sections 9.9–9.12 allocate responsibility, remedies and claim handling subject to §§9.6–9.8. They do not create a separate unlimited indemnity.

9.11 Defined indemnities only

Neither party gives a general or unlimited indemnity for every loss associated with the engagement.

An additional indemnity requires express written agreement identifying its risk, recoverable losses, exclusions, claim procedure and relationship to the liability caps. Responsibility and refunds expressly stated in these Terms remain effective without such an additional indemnity.

9.12 Third-party claim procedure

A party seeking relief under §§9.9–9.10 or an agreed indemnity must notify the other reasonably promptly and provide reasonable information and cooperation. Delay affects relief only to the extent it materially prejudices the defence, subject to law.

A party accepting responsibility may reasonably control the defence through suitable advisers while keeping the other informed. Neither may admit liability, incur material defence costs for the other or settle on the other’s behalf without agreement, except proportionate urgent protective action.

Settlement needs the other party’s consent where it requires that party to pay, admit wrongdoing, undertake a non-monetary obligation or accept a material reputational consequence. Consent and cooperation must be reasonable in the circumstances.

Recovery is limited to legally recoverable sums attributable to the responsible party, including reasonable defence costs it approved or which were reasonably incurred for urgent protection, subject to the agreement and caps. Neither party may recover the same cost twice.

9.13 Relationship with insurance

Nothing in these Terms requires either party to maintain a particular insurance policy unless an applicable Statement of Work expressly requires it.

The existence or absence of insurance does not by itself increase the contractual liability cap.

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10. Force majeure

10.1 Qualifying events

Relief is available only to the extent performance is materially prevented or delayed by an event beyond the affected party’s reasonable control that could not reasonably have been foreseen and avoided or overcome by appropriate measures, having regard to the agreement and applicable law.

Natural disasters, fire, governmental restrictions, war or widespread utility failures may qualify, but a listed category is not automatically sufficient. The affected party must explain the causal effect on the obligation.

Ordinary supplier failure, preventable security incidents, insufficient resources, workload, lack of funds or a cost increase do not qualify merely because inconvenient. A party cannot rely on its own breach or inadequate precautions for which it is responsible.

10.2 Notification and mitigation

The affected party should notify the other without unreasonable delay after becoming aware that a force majeure event is materially affecting its ability to perform the agreement.

The affected party will take reasonable steps to mitigate the effects of the event and resume performance when reasonably practicable.

10.3 Effect on obligations

An affected obligation will be suspended only to the extent and for the period that performance is materially prevented or delayed by the force majeure event.

Where appropriate, affected milestones and delivery dates may be extended reasonably to reflect the disruption.

Obligations that are not materially affected continue to apply.

10.4 Payment during disruption

Amounts properly due for services already provided and authorised unavoidable commitments remain payable.

Fees for affected future services are charged only to the extent the agreed service or reserved capacity remains genuinely available or an authorised unavoidable commitment remains lawfully chargeable. An unavailable service does not generate indefinite charges merely because the agreement continues.

The parties will record any agreed extension, substitute performance or credit. Without such agreement, prepaid sums for services that will not be supplied are accounted for under §8.11; a credit in place of a due refund requires agreement.

10.5 Prolonged force majeure

If a qualifying event materially prevents a substantial part of an affected service for 30 consecutive calendar days, either party may terminate that service by written notice, subject to any mandatory procedure.

Accrued rights remain. The final account under §8.11 identifies service actually provided and authorised unavoidable costs, credits payments and avoids double recovery. Prepayments not properly due will be refunded promptly; no additional penalty applies merely because this right is exercised.

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11. Disputes and governing law

11.1 Resolving concerns

The party raising a concern should explain the issue, supporting facts and remedy sought in writing. Both parties will make reasonable good-faith efforts to resolve it and allow a reasonable opportunity for discussion.

This process does not prevent urgent court or protective relief, a mandatory regulatory complaint, or action needed to preserve a legal deadline. It does not compel paid mediation or private arbitration.

11.2 Continuing undisputed obligations

Where reasonably practicable, the parties should continue performing obligations that are not affected by the dispute.

A dispute concerning one invoice, deliverable or service does not automatically suspend unrelated obligations or services.

Undisputed amounts remain payable according to the agreement.

11.3 Governing law

Unless an applicable Statement of Work expressly provides otherwise, the agreement and any dispute or claim arising from or relating to it will be governed by the laws of the Republic of Mauritius.

11.4 Jurisdiction and mandatory protections

Subject to mandatory rules, the courts of the Republic of Mauritius have jurisdiction over disputes arising from or relating to the agreement.

The governing-law and forum provisions do not deprive a consumer or other party of protections or access to a competent forum that applicable law does not permit it to waive. A different agreed forum requires express written agreement.

For an engagement with materially different overseas requirements, the SOW or country-specific addendum must address them before performance on an incompatible basis. This is not a promise that one forum clause is enforceable identically everywhere.

11.5 No mandatory private dispute mechanism by default

Unless expressly agreed in writing, these Terms do not require either party to submit a dispute to private arbitration or paid mediation before exercising rights otherwise available under applicable law.

The parties remain free to agree to mediation or another appropriate dispute-resolution process where doing so would assist in resolving a particular dispute.

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12. General provisions

12.1 Contractual documents

The agreement between you and me may consist of several documents, including:

• A Statement of Work, accepted proposal, quotation, order form or other engagement-specific agreement.
• Any addendum or written variation applying specifically to the engagement.
• The applicable Service Schedule.
• These Master Terms and conditions.

Together, the documents that apply to an engagement form the agreement between us.

A document applies only to the extent expressly incorporated in or agreed as part of the engagement. A descriptive link or reference to another service does not itself incorporate its Schedule.

12.2 Order of precedence

If there is an inconsistency between contractual documents applying to an engagement, the more specific document takes precedence over the more general document to the extent of that inconsistency.

Unless expressly agreed otherwise, the order of precedence is:

1. The applicable Statement of Work, accepted proposal or engagement-specific addendum.
2. The applicable Service Schedule.
3. These Master Terms and conditions.

A specific written variation agreed by both parties takes precedence for the matter it expressly varies. Where two incorporated Schedules concern different components, each governs its own component. If they conflict on the same matter, the SOW must resolve that conflict; neither Schedule overrides the other merely because of its title or order in the framework. The processing-specific precedence in §5.10 remains applicable.

This hierarchy does not mean that a more specific document replaces the remaining provisions of a more general document. Provisions that are not inconsistent continue to apply.

12.3 Changes to an active engagement

An active Statement of Work, committed service period or other agreed engagement cannot be materially changed simply by publishing revised Terms or Service Schedules.

Any material change to the scope, fees, commitments or other engagement-specific terms must be agreed in accordance with the applicable agreement.

This does not prevent operational or administrative details from being updated where the agreement permits them to change without a formal contractual variation.

12.4 Updates to these Terms

I may update these Master Terms or a Service Schedule from time to time to reflect changes in my services, business practices, technology, law or commercial requirements.

Updated terms will apply to new engagements from the effective date stated in the relevant document.

For an existing recurring service, a materially revised version applies only through an agreed contractual variation mechanism or written acceptance, following appropriate notice and any applicable legal requirements. Publication or silence alone does not replace the accepted version.

An update will not retrospectively alter rights, liabilities or payment obligations that have already accrued.

Where a change would materially alter an existing minimum commitment or other specifically negotiated term, that change requires appropriate agreement rather than merely publication of revised standard terms.

12.5 Notices

Formal notices must be in writing and sent to the notice address identified in the accepted engagement documents, or a later address notified in writing. If none is designated, the parties’ business email addresses ordinarily used for the engagement apply.

Each party must keep its contact details current and retain reasonable evidence of dispatch and receipt. A returned or failed email is not treated as delivered merely because sent; a practicable alternative should be used. Notice periods run from receipt, subject to applicable law and §12.20.

Routine task comments or instant messages are not formal contractual notices unless expressly agreed. Any legally required form, service method or demand takes precedence.

12.6 Electronic acceptance and signatures

Agreements and approvals may be electronic where legally effective. General acceptance must identify the relevant document version and demonstrate assent by an authorised person.

Where signature or another formality is required, including the signed licence record under section 4 and any statutory assignment/exclusive-licence requirement, a general payment or routine project message is not automatically a substitute. The chosen method must establish identity, authority and intent to sign and preserve document integrity.

Both parties will receive or be able to retain an accessible accepted copy and appropriate evidence of assent, subject to lawful retention.

12.7 Assignment by the Client

You may not assign or transfer an agreement, or your material rights or obligations under it, to another person without my prior written consent, such consent not to be unreasonably withheld where the proposed transfer does not materially increase my risk or obligations.

A change of contractor, employee, website maintainer or other service provider does not by itself constitute an assignment of your agreement with me.

12.8 Transfer by me and future business structure

I may propose a transfer in a genuine business reorganisation, but not unilaterally reduce your contractual rights or substitute a different liable party where consent is required.

Assignment of a right or delegation of performance does not by itself release me from obligations. Any replacement of the contracting party and discharge of the original party will be documented with the consents and formalities required by law, addressing accrued rights and continuing duties.

A successor’s undertaking alone is not represented as automatically novating the agreement.

12.9 Subcontractors and specialist providers

I may use appropriately selected subcontractors, freelancers or specialist providers to assist in performing an engagement where reasonably appropriate.

I remain responsible for the contractual services I have agreed to provide and do not avoid that responsibility merely because part of the work is performed by another person on my behalf.

I will obtain the confidentiality, processing and IP rights needed for subcontracted work before promising rights or disclosing information beyond my authority. Required supplier disclosure or client authorisation remains applicable.

Nothing in this section requires me to disclose internal staffing arrangements that do not materially affect the engagement, except where disclosure or approval is expressly required by the agreement or applicable law.

12.10 Independent contractor relationship

I provide services as an independent contractor.

Nothing in the agreement creates an employment relationship, partnership, joint venture, fiduciary relationship or agency between the parties.

Neither party has authority to enter into commitments on behalf of the other unless expressly authorised to do so.

12.11 No exclusivity

Unless expressly agreed in writing, the relationship is non-exclusive.

You may engage other providers, and I may provide services to other clients, including clients operating in similar industries.

Any such work remains subject to my confidentiality obligations and does not permit me to disclose or use your confidential information.

12.12 Conflicts of interest

If I become aware of a material conflict of interest that could reasonably compromise my ability to perform an engagement appropriately, I will disclose the relevant conflict to the extent reasonably possible without breaching another person’s confidentiality.

Where the conflict cannot reasonably be managed, either party may take the steps available under the applicable agreement, including termination where appropriate.

Working for businesses in the same industry or market does not by itself constitute a conflict of interest.

12.13 Entire agreement and relied-upon commitments

The identified accepted documents constitute the agreement on their subject matter and supersede earlier discussions or proposals on that subject, subject to law.

Material scope, deliverables and commitments on which the parties rely should be recorded in the SOW. This clause does not exclude fraud, fraudulent misrepresentation or another representation, duty or remedy that cannot lawfully be excluded.

12.14 No waiver

If either party does not immediately exercise a contractual right or remedy, that does not mean the right or remedy has been waived.

A waiver relating to one breach or circumstance does not automatically waive a later or different breach.

12.15 Severability

If a provision of an agreement is found to be invalid, unlawful or unenforceable, the remaining provisions continue to apply to the extent legally possible.

Where appropriate and legally permissible, the affected provision should be interpreted or adjusted only to the minimum extent necessary to make it valid and enforceable while preserving its intended commercial purpose as closely as possible.

12.16 Rights and remedies

Unless the agreement expressly provides otherwise, contractual rights and remedies are cumulative and do not exclude rights or remedies available under applicable law.

Nothing in the agreement limits rights or remedies that cannot lawfully be limited.

12.17 Third-party rights

The agreement is intended to confer contractual rights on its parties except where it expressly creates an enforceable benefit for an identified third party.

An incidental benefit does not alone create a contractual right. This provision does not remove statutory rights, data-subject rights or a valid express stipulation for a beneficiary.

12.18 Language

Unless expressly agreed otherwise, the governing contractual version of these Terms, the applicable Service Schedules and Statements of Work is the English-language version.

If a translation is provided for convenience, the English version prevails in the event of an inconsistency, to the extent permitted by applicable law.

12.19 Headings and interpretation

Headings are included for readability and do not independently determine the meaning of a provision.

References to “including”, “includes” or similar expressions are illustrative and do not limit the broader wording that precedes them.

References to a written agreement or written notice include appropriate electronic communications where permitted under these Terms and applicable law.

References to a section include its subsections unless the context requires otherwise.

12.20 Time and dates

Unless expressly stated otherwise, references to days mean calendar days.

Where the agreement specifically refers to business days or working days, weekends and public holidays in Mauritius are excluded unless the applicable Statement of Work specifies another relevant jurisdiction.

Deadlines and notice periods are calculated according to Mauritius time unless the applicable agreement expressly provides otherwise.

12.21 Counterparts

Where an agreement requires signature, it may be executed in counterparts, including electronically, with each counterpart forming part of the same agreement.

12.22 Survival and licence duration

Provisions intended by their nature to continue after completion, expiry or termination remain effective for the period necessary to give them effect, including accrued payments, confidentiality, lawful records, IP, portfolio permissions, liability and disputes.

Survival does not extend a five-year licence beyond its agreed term or create automatic renewal. Ordinary service termination does not shorten a licence already validly granted, subject to its own expiry, lawful termination and mandatory law.

12.23 Contact and contracting identity

Unless an applicable Statement of Work identifies another contracting entity, services under these Terms are provided by:

Fernand Theodore Kylasopathan trading as Fernando Kylas

Business Registration Number: I18007674

Jurisdiction: Republic of Mauritius

The applicable business address, email address and other contact details may be stated on the Statement of Work, invoice, proposal or official business correspondence and may be updated from time to time without changing the identity of the contracting party.

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