Terms of Service

1. Acceptance of Terms

By accessing or using the services provided by Kaiv Solutions Ltd ("we", "us", "our", "Kaiv Solutions"), you ("client", "you", "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use our services.

These Terms constitute a legally binding agreement between you and Kaiv Solutions Ltd (Company Number 16617966, registered in England & Wales).

2. Definitions

• "Services" means all services provided by Kaiv Solutions, including website development, Azure cloud architecture, DevOps automation, AI integration, technical support, and related IT consulting services.
• "Client" means any individual or entity engaging Kaiv Solutions for services.
• "Deliverables" means any work product, code, documentation, or output created by Kaiv Solutions as part of the Services.
• "Service Agreement" means a specific contract or Statement of Work outlining project scope, timeline, and pricing.
• "Maintenance Package" means ongoing support and maintenance services as defined in our maintenance packages.
• "Confidential Information" means proprietary information disclosed by either party during the course of the engagement.

3. Services Description

Kaiv Solutions provides the following categories of services:

3.1 Website Development

• Custom website design and development
• Static and dynamic web applications
• Responsive design and mobile optimization
• Content management system integration

3.2 Azure Cloud Services

• Cloud architecture design and consulting
• Azure infrastructure migration
• Cost optimization (FinOps)
• Security and compliance implementation

3.3 DevOps & Automation

• CI/CD pipeline development
• Infrastructure as Code (IaC)
• Process automation
• Monitoring and alerting setup

3.4 Support & Maintenance

• Tiered support packages (Basic, Standard, Premium)
• Ongoing maintenance and updates
• Performance monitoring
• Emergency support services

Detailed scope, deliverables, and timelines for each service will be outlined in individual Service Agreements.

4. User Obligations and Responsibilities

As a client, you agree to:

4.1 Cooperation and Communication

• Provide timely responses to requests for information or approvals
• Designate a primary point of contact for the project
• Provide necessary access to systems, accounts, and resources
• Review deliverables within agreed timeframes

4.2 Content and Materials

• Provide accurate, complete, and lawful content
• Ensure you have rights to all provided materials (text, images, logos, etc.)
• Ensure content complies with applicable laws and regulations
• Not provide content that is defamatory, illegal, or infringes third-party rights

4.3 Payment Obligations

• Pay invoices within agreed payment terms (typically 14 days)
• Maintain valid payment information for recurring services
• Notify us immediately of any billing disputes

4.4 Prohibited Activities

You must not:

• Use our services for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems or other clients' data
• Reverse engineer, decompile, or disassemble any proprietary software
• Remove or modify any copyright or proprietary notices
• Use services in a manner that could damage our reputation or business

5. User Accounts and Security

For services requiring account access (e.g., maintenance portals, project management tools):

• You are responsible for maintaining the confidentiality of login credentials
• You must notify us immediately of any unauthorized account access
• You are responsible for all activities occurring under your account
• We reserve the right to suspend accounts suspected of unauthorized use

6. Intellectual Property Rights

6.1 Client-Owned Content

You retain all intellectual property rights to content you provide (text, images, logos, etc.). By providing content, you grant us a non-exclusive license to use it for delivering the agreed Services.

6.2 Custom Deliverables

Upon full payment for project-specific work, you receive ownership of custom deliverables created specifically for your project (e.g., custom website design, bespoke code). This transfer is subject to:

• Full payment of all invoices related to the deliverable
• Compliance with these Terms
• Exclusion of pre-existing tools, frameworks, or components (see 6.3)

6.3 Pre-Existing Materials and Tools

Kaiv Solutions retains ownership of:

• Proprietary tools, frameworks, and methodologies developed prior to engagement
• Reusable code components and libraries
• General knowledge, skills, and techniques
• Templates, workflows, and process documentation

You receive a perpetual, non-exclusive license to use these materials as incorporated into your deliverables.

6.4 Third-Party Components

Services may include third-party components (open-source libraries, frameworks, APIs) subject to their own licenses. You agree to comply with all applicable third-party licenses.

6.5 Portfolio and Marketing Rights

Unless explicitly prohibited in writing, we reserve the right to:

• Display completed projects in our portfolio
• Use non-confidential project details as case studies
• Reference you as a client (with your permission for detailed testimonials)

7. Payment Terms

7.1 Project-Based Services

• Deposits: Projects may require a deposit (typically 30-50%) before work commences
• Milestone Payments: Large projects may be invoiced at defined milestones
• Final Payment: Due upon project completion or as specified in Service Agreement
• Payment Terms: Invoices are due within 14 days unless otherwise agreed

7.2 Recurring Services (Maintenance Packages)

• Billed monthly or annually in advance
• Auto-renewal unless canceled with 30 days notice
• Payments processed on the 1st of each billing period

7.3 Late Payments

• Late payment fees: 1.5% per month on overdue amounts (or the maximum allowed by law)
• Services may be suspended after 14 days of non-payment
• You remain liable for all outstanding amounts plus collection costs

7.4 Price Changes

We reserve the right to modify pricing for recurring services with 60 days written notice. Price changes do not affect existing fixed-price project agreements.

7.5 Refunds

• Deposits are non-refundable once work has commenced
• Maintenance packages may be refundable on a pro-rata basis for the first 30 days
• No refunds for completed or delivered work

8. Service Levels and Warranties

8.1 Professional Standards

We will perform services in a professional and workmanlike manner consistent with industry standards. Services will be delivered by qualified professionals with relevant experience.

8.2 Uptime and Availability (Maintenance Packages)

• Basic Package: Best effort support, no guaranteed uptime
• Standard Package: 99.9% uptime target, 4-hour response time
• Premium Package: 99.9% uptime SLA, 1-hour response time

8.3 Warranty Period

We provide a 30-day warranty on completed work to fix bugs or defects in functionality as originally specified. This warranty does not cover:

• Changes to requirements or scope
• Issues caused by client modifications or third-party actions
• Problems arising from hosting/infrastructure not under our control
• Normal wear, updates, or evolving technology requirements

8.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

9.1 General Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIV SOLUTIONS' TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO KAIV SOLUTIONS IN THE 12 MONTHS PRECEDING THE CLAIM.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL KAIV SOLUTIONS BE LIABLE FOR:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation
• Any indirect, incidental, special, or consequential damages

This limitation applies regardless of the form of action (contract, tort, negligence, etc.) and even if we have been advised of the possibility of such damages.

9.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded by law

9.4 Professional Indemnity Insurance

We maintain Professional Indemnity Insurance covering professional services. Claims covered by insurance will be processed according to policy terms.

10. Indemnification

You agree to indemnify, defend, and hold harmless Kaiv Solutions, its directors, officers, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or third-party rights
• Content you provide that infringes intellectual property rights
• Your use of deliverables in a manner not contemplated by the Service Agreement
• Claims that content you provided is defamatory, illegal, or violates privacy rights

11. Confidentiality

11.1 Definition

"Confidential Information" means non-public information disclosed by either party, including business plans, technical data, customer information, pricing, and proprietary processes.

11.2 Obligations

Both parties agree to:

• Maintain confidentiality of disclosed information
• Use Confidential Information only for purposes of the engagement
• Limit disclosure to employees/contractors with a need to know
• Protect information with at least the same care used for their own confidential data

11.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order (with prompt notice when legally permitted)

11.4 Duration

Confidentiality obligations survive for 3 years after termination of the service relationship.

12. Termination

12.1 Termination by Client

• Project Services: You may terminate at any time with written notice. You remain liable for work completed and expenses incurred up to termination date.
• Maintenance Packages: 30 days written notice required. Refunds are pro-rated for the first 30 days only.

12.2 Termination by Kaiv Solutions

We may terminate services immediately upon written notice if:

• You breach these Terms and fail to remedy within 14 days of notice
• You fail to pay invoices within 30 days of due date
• You engage in prohibited activities or illegal conduct
• Continuation of services would violate applicable laws

12.3 Effects of Termination

• All outstanding invoices become immediately due
• We will deliver work completed to date (upon payment)
• Access to systems, accounts, and support will be discontinued
• Licenses to use our proprietary tools/frameworks terminate
• Confidentiality obligations survive termination

12.4 Data Retrieval

Upon termination, you have 30 days to request and retrieve your data. After this period, we may delete data from our systems (subject to legal retention requirements).

13. Dispute Resolution

13.1 Good Faith Negotiation

In the event of a dispute, both parties agree to attempt resolution through good faith negotiation for at least 30 days before pursuing formal proceedings.

13.2 Mediation

If negotiation fails, parties agree to attempt mediation through a mutually agreed mediator or mediation service before litigation.

13.3 Small Claims Exception

Either party may pursue claims in small claims court if the claim qualifies under applicable court limits.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

Both parties submit to the exclusive jurisdiction of the courts of England and Wales for resolution of any disputes arising from these Terms or the Services.

15. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with an updated "Last Updated" date.

For material changes affecting existing Service Agreements:

• We will provide 30 days notice via email
• Existing fixed-price projects remain governed by original Terms
• Recurring services may be subject to new Terms upon renewal

Continued use of services after changes constitutes acceptance of modified Terms.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any Service Agreements, constitute the entire agreement between parties and supersede all prior communications and proposals.

16.2 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.

16.3 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign our rights and obligations to a successor entity.

16.5 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, war, pandemic, labor disputes, internet/utility failures, etc.).

16.6 Independent Contractors

The relationship between parties is that of independent contractors. Nothing creates an employment, partnership, or agency relationship.

16.7 Notices

All notices must be in writing and sent to the contact information provided in Service Agreements or to info@kaivsolutions.co.uk.

17. Contact Information

For questions about these Terms of Service, please contact: