Terms of Service

Welcome to Elayr Group Ltd ("we", "our", or "us"). These Terms of Service govern your use of our website and services. By engaging our services, you agree to these terms. We believe in clear, honest agreements that protect both parties whilst fostering genuine partnership.

1. Our Services

1.1 Service Offerings

We provide custom software development services including web applications, mobile applications, and ongoing support and maintenance. All services are delivered on a fixed-price basis unless otherwise agreed in writing.

1.2 Fixed-Price Promise

We believe in transparency and predictability. Our fixed-price model means no surprises, no scope creep charges, and no hidden costs. The price we quote is the price you pay, provided the agreed scope remains unchanged.

1.3 Equity Partnership Option

For qualifying startups, we offer equity partnership arrangements. These are evaluated on a case-by-case basis and require separate written agreements. Equity terms are determined based on project scope, startup stage, and mutual value alignment.

2. Engagement Process

2.1 Discovery & Scoping

All projects begin with a discovery phase where we define scope, requirements, timeline, and deliverables. This may be a free consultation or a paid discovery sprint, depending on project complexity.

2.2 Written Agreement

All projects require a signed Statement of Work (SOW) or service agreement detailing scope, deliverables, timeline, payment terms, and responsibilities of both parties. No work commences without a signed agreement.

2.3 Payment Terms

Standard payment structure: 30% deposit upon signing, 40% at mid-project milestone, 30% upon completion and approval. For equity partnerships, reduced cash deposits apply as detailed in separate equity agreements. All prices are quoted exclusive of VAT.

3. Your Responsibilities

3.1 Collaboration

We work as partners. You agree to provide timely feedback, access to necessary resources, and clear decision-making throughout the project. Delays caused by lack of client input may affect delivery timelines.

3.2 Content & Materials

You are responsible for providing content, branding assets, and third-party service credentials as required. You warrant that all materials provided do not infringe on third-party intellectual property rights.

3.3 Testing & Acceptance

You agree to thoroughly test deliverables during User Acceptance Testing (UAT) phases and provide consolidated feedback within agreed timeframes. Approval is required before final payment and handover.

4. Intellectual Property

4.1 Ownership

Upon full payment, you own all custom code, designs, and materials created specifically for your project. We retain ownership of pre-existing tools, frameworks, and reusable components used in delivery.

4.2 Equity Partnerships

For equity partnership projects, intellectual property ownership terms are defined in separate shareholders or partnership agreements. We typically retain co-ownership proportional to equity stake.

4.3 Third-Party Components

Projects may include third-party libraries and frameworks licensed under open-source or commercial licences. You are responsible for compliance with these licences in your use of the final product.

5. Changes & Revisions

5.1 Scope Changes

Changes to agreed scope require written approval and may result in additional costs and timeline adjustments. We provide transparent change request quotes before proceeding with any out-of-scope work.

5.2 Included Revisions

Each project phase includes a specified number of revision rounds. Additional revisions beyond agreed limits may incur extra charges at our standard hourly rates, clearly communicated in advance.

6. Warranties & Limitations

6.1 Warranty Period

We provide a 90-day warranty on all delivered work, covering bugs and defects arising from our development. This does not cover issues caused by third-party services, client modifications, or changes to agreed specifications.

6.2 Limitation of Liability

Our liability is limited to the total fees paid for the specific project in question. We are not liable for indirect, consequential, or incidental damages including loss of profits, data, or business opportunities.

6.3 Best Efforts

Whilst we strive for excellence and employ industry best practices, we cannot guarantee that software will be completely error-free or operate without interruption. We commit to resolving issues promptly and professionally.

7. Support & Maintenance

7.1 Ongoing Support

We offer monthly retainer support packages starting from £4,000/month. Support includes monitoring, updates, security patches, and technical assistance. Specific terms are defined in separate support agreements.

7.2 Third-Party Dependencies

We are not responsible for issues arising from third-party services, hosting providers, or external APIs. We will assist in troubleshooting but cannot guarantee resolution of third-party problems.

8. Confidentiality

We treat all client information, business data, and project details as confidential. We will not disclose your information to third parties without consent, except as required by law. Separate NDAs can be arranged upon request.

We may showcase completed projects in our portfolio with your permission. Testimonials and case studies require written approval before publication.

9. Termination

9.1 Termination by Client

You may terminate the agreement with 30 days written notice. You remain liable for all work completed to date plus reasonable wind-down costs. Deposits are non-refundable.

9.2 Termination by Elayr

We may terminate the agreement if payment is overdue by 30 days, if you breach these terms, or if collaboration becomes impractical. In such cases, you pay for work completed to the termination date.

9.3 Handover

Upon termination and full payment of outstanding fees, we provide all completed work, source code, and documentation in a usable format.

10. General Terms

10.1 Governing Law

These terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

10.2 Entire Agreement

These Terms of Service, together with any signed SOW or service agreement, constitute the entire agreement between parties and supersede all prior communications and proposals.

10.3 Amendments

We may update these terms periodically. Material changes will be communicated to active clients. Continued use of our services after updates constitutes acceptance of revised terms.

10.4 Severability

If any provision of these terms is found unenforceable, the remaining provisions continue in full force and effect.