1. Introduction
1.1. These Terms & Conditions (“Terms”) govern the provision of services by Centaurus Technologies Ltd (“we”, “us”, “our”) to you, the client (“you”, “your”).
1.2. By engaging our services (including but not limited to web design, web development, logo design, SEO, PPC & digital marketing), you agree to these Terms.
1.3. If you do not agree to these Terms, you must not use our services.
2. Definitions
- Services means all services supplied by us, including web design, web development, logo design, SEO, PPC, digital marketing, etc.
- Deliverables means any work product, designs, code, content, or materials produced as part of the Services.
- Proposal / Quotation means the document specifying the scope of Services, price, deliverables, timelines.
3. Scope of Services
3.1. We will supply the Services as set out in the Proposal / Quotation. Any changes or additions to the scope must be agreed in writing (email or formal change order).
3.2. You are responsible for providing us with all necessary information, content, materials, access, and approvals in a timely manner. Delays on your side may affect timelines and cost.
4. Fees, Payment & Invoices
4.1. Our fees are as stated in the Proposal / Quotation. We may require an initial deposit (often % of total fee) before work begins.
4.2. Payment milestones or schedule will also be set out in the Proposal.
4.3. All invoices are due within [30] days of receipt (or as otherwise agreed). Late payments may incur interest or penalty fees.
4.4. Additional work outside the agreed scope will be charged extra at our standard rates.
5. Delivery & Timelines
5.1. We will use reasonable efforts to deliver the Deliverables in accordance with agreed timelines. But delays may occur (e.g. due to your feedback, third-party services, or force majeure).
5.2. If timelines are delayed by you (lack of input, content, approvals etc.), we are not liable for resulting delays.
6. Intellectual Property Rights
6.1. Unless otherwise agreed, upon full payment, we will grant you the non-exclusive rights to use the Deliverables for the purpose(s) set out in the Proposal.
6.2. We retain ownership of any pre-existing materials, tools, processes, software, code, or templates that we use to produce the Deliverables.
6.3. You warrant that any content, material, logos, images, or data you supply to us do not infringe any third party’s rights.
7. Revisions & Acceptance
7.1. We will allow for revisions as agreed in the Proposal (e.g. number of design revisions). Additional revisions may incur extra cost.
7.2. You must accept or reject Deliverables promptly. If you do not respond within [specified timeframe, e.g. 14 days], the Deliverables will be deemed accepted.
8. Warranties & Liability
8.1. We warrant that we will perform Services with reasonable skill and care in accordance with industry standards.
8.2. Except as expressly set out, all other warranties (express or implied) are excluded to the fullest extent permitted by law.
8.3. Our liability to you for any loss or damage arising from our services is limited to the total amount paid by you for the portion of services giving rise to the claim.
8.4. We are not liable for any indirect, special, or consequential losses (including loss of profits, business, goodwill) even if informed of the possibility of such losses.
9. Confidentiality
9.1. Each party agrees to keep confidential any confidential information disclosed by the other.
9.2. Confidential information does not include information that is publicly available, previously known, independently developed, or lawfully obtained from third parties.
10. Data Protection & Privacy
10.1. We will comply with applicable data protection laws (including GDPR / UK GDPR) concerning any personal data handled in the course of providing services.
10.2. We will only process personal data for the purposes necessary to provide the Services.
10.3. Our Privacy Policy (linked / separate) forms part of these Terms.
11. Termination
11.1. Either party may terminate the agreement in writing if the other party is in material breach of these Terms and fails to remedy such breach within a specified cure period (e.g. 30 days).
11.2. On termination:
- you pay for all work done up to termination date;
- we deliver any completed Deliverables (or part thereof) and you pay outstanding fees;
- any rights to use incomplete materials or code will be as agreed.
12. Force Majeure
12.1. Neither party shall be liable for delays or failures to perform due to causes beyond reasonable control (including acts of God, war, terrorism, strikes, pandemics, changes in law etc.).
13. Governing Law & Jurisdiction
13.1. These Terms are governed by the laws of England & Wales (assuming your company is UK-based).
13.2. Any dispute arising under or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts of England & Wales.
14. Changes to Terms
14.1. We may revise these Terms from time to time. Updated Terms will be posted on our website with the effective date.
14.2. Continued use of our services after such changes will constitute your acceptance of the revised Terms.
15. Miscellaneous
15.1. You may not assign or transfer your rights or obligations under this agreement without our written consent.
15.2. If any part of these Terms is held to be invalid or unenforceable, the rest remains in effect.
15.3. Headings are for convenience only and do not affect interpretation.