Zevion Solutions LTD
Registered in England & Wales
Effective Date: 24/02/206

1. Definitions

Company means Zevion Solutions Ltd.
Client means the person or business purchasing Services.
Services means software development, web development, SaaS platforms, CRM systems, dashboards, mobile applications and related digital products.
Deliverables means all software, code, documentation and materials developed under an agreed contract or Statement of Work (“SOW”).

2. Scope of Services

2.1 Services shall be provided in accordance with a written proposal, quotation, or SOW agreed between the Company and the Client.

2.2 Any work outside the agreed scope shall be treated as a variation and may incur additional charges.

2.3 The Company may engage subcontractors where necessary but remains responsible for delivery.

3. Fees and Payment

3.1 Fees shall be as set out in the proposal, quotation or invoice.

3.2 Unless otherwise agreed in writing:

• 50% payable upon acceptance of the proposal

• 50% payable upon completion or agreed milestone

3.3 Invoices are payable within 7–14 days.

3.4 The Company reserves the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.

3.5 All fees are exclusive of VAT, which shall be added where applicable.

4. Intellectual Property

4.1 Ownership of custom-developed Deliverables transfers to the Client only upon full payment.

4.2 The Company retains ownership of:

• Pre-existing materials

• Frameworks

• Libraries

• Development tools

• Generic code components

• Know-how and methodologies

4.3 The Company grants the Client a perpetual licence to use incorporated background materials as part of the Deliverables.

4.4 Open-source components may be used and remain subject to their respective licences.

4.5 The Company may reference the Client and project in its portfolio unless otherwise agreed.

5. Client Obligations

The Client agrees to:

• Provide complete and accurate project requirements

• Supply necessary content and materials

• Provide timely feedback and approvals

• Ensure it has rights to any materials supplied

Failure to provide required input may result in delays or additional costs.

6. Changes and Variations

6.1 Any changes to the agreed scope must be confirmed in writing.

6.2 Additional work will be charged at the agreed rate or standard hourly rate.

6.3 The Company is not obligated to commence variation work until agreed.

7. Warranties

7.1 The Company warrants that Services will be provided with reasonable skill and care in accordance with the Supply of Goods and Services Act 1982.

7.2 Except as expressly stated, all other warranties are excluded to the fullest extent permitted by law.

7.3 The Company does not guarantee:

• Commercial performance

• Revenue outcomes

• Search engine ranking

• Third-party platform approvals

8. Limitation of Liability

8.1 Nothing in this agreement limits liability for:

• Death or personal injury caused by negligence

• Fraud or fraudulent misrepresentation

• Any liability which cannot legally be excluded

8.2 Subject to clause 8.1, the Company’s total liability shall not exceed the total fees paid for the relevant Services.

8.3 The Company shall not be liable for:

• Indirect or consequential loss

• Loss of profits

• Loss of business

• Loss of data (unless caused by negligence)

• Third-party service interruptions

9. Confidentiality

Both parties shall keep confidential all non-public information received in connection with the Services and shall not disclose it except where required by law.

10. Data Protection

10.1 Each party shall comply with the UK GDPR and the Data Protection Act 2018.

10.2 Where the Company processes personal data on behalf of the Client, a separate Data Processing Agreement may apply.

11. Hosting and Third-Party Services

11.1 Unless expressly included, hosting, domain registration, and third-party services are not included.

11.2 The Company is not responsible for downtime or issues caused by third-party providers.

12. Termination

12.1 Either party may terminate the agreement with written notice.

12.2 The Client must pay for all work completed up to the termination date.

12.3 The Company may suspend Services for non-payment.

13. Force Majeure

The Company shall not be liable for failure or delay caused by events beyond its reasonable control.

14. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales.

15. Entire Agreement

These Terms together with any SOW or signed proposal constitute the entire agreement between the parties.