Terms of Service

Agreement to Terms

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Agile Tech Solutions ("ATS", "we", "us", or "our"), concerning your access to and use of our services including but not limited to our website, hosting solutions, and software applications (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms of Service. If you disagree with any part of the terms, you may not access the Services.

Intellectual Property Rights

Unless otherwise indicated, the Services and all its content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by ATS, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not:

• Modify copies of any materials from the Services
• Use any illustrations, photographs, videos or audio sequences or any graphics separately from the accompanying text
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services
• Access or use for any commercial purposes any part of the Services or any services or materials available through the Services

User Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Services.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Services or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion.

Service Availability and Support

While we strive to ensure our Services are available at all times, we do not guarantee that the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you.

Technical support is provided according to your service level agreement. Response times and resolution commitments may vary depending on the severity of the issue and your subscription tier.

Project Delivery and Client Responsibilities

Client Dependencies

The client agrees to provide all necessary information, materials, and approvals (collectively, "Client Dependencies") required for the successful and timely completion of the project. ATS is not responsible for delays caused by the client's failure to provide Client Dependencies in a timely manner.

If Client Dependencies are not provided within 14 days of a written request from ATS, we reserve the right to:

• Place the project on hold until the dependencies are received
• Consider the project complete based on the work that can be performed without the outstanding dependencies
• Invoice for all outstanding fees, including the final milestone payment

The client acknowledges that delays in providing Client Dependencies may result in project timeline extensions and that such delays do not waive or reduce the client's payment obligations.

Project Timelines

Project timelines are estimates based on the assumption that Client Dependencies will be provided in a timely manner. Delays in receiving these dependencies may result in a corresponding extension of the project timeline. However, such extensions do not waive the client's payment obligations as outlined in the project agreement or these Terms of Service.

ATS will make reasonable efforts to notify the client of any timeline impacts resulting from delayed Client Dependencies, but the client remains ultimately responsible for ensuring timely provision of all required materials.

Payment Terms for Development Projects

Milestone Payments

For projects structured with milestone payments, each milestone is considered a separate deliverable with its own scope, timeline, and payment terms. Payment for each milestone is due upon its completion and invoicing, regardless of the status of subsequent milestones.

Failure to make a milestone payment within the terms specified on the invoice may result in:

• Suspension of further work on the project until payment is received
• Termination of the project agreement
• Legal action to recover outstanding amounts

Final Payment

The final payment for a project is due upon the completion of the final milestone, as defined in the project scope and agreement. Completion of the final milestone is not contingent on the client's launch date, go-live date, or migration to a production environment. The final invoice will be issued upon completion of the work as specified in the project scope, and payment is due within the terms specified on the invoice.

If the final milestone has been split into multiple phases (such as an opening and closing phase), payment for each phase is due upon completion of that phase, regardless of the status of other phases.

Late Payment

Invoices not paid within 30 days of the invoice date may be subject to late payment fees and interest charges as permitted by law. ATS reserves the right to suspend all services, including development server hosting, for accounts with overdue invoices.

Development Server Hosting and Suspension Rights

Development Environment

For the duration of the project, ATS will provide a development server to host the work-in-progress. Access to this server is for review and testing purposes only. The development environment is not intended for live, production, or public-facing use.

The client acknowledges that development servers are temporary environments and that all work must be migrated to a production environment upon project completion.

Post-Completion Hosting Period

Upon completion of the final project milestone, the client has 30 days to:

• Review and approve the final deliverables
• Make final payment as specified in the project agreement
• Arrange for migration to their own hosting environment or a production server

This 30-day period begins on the date of the final milestone completion notification sent by ATS to the client.

Hosting Fees and Server Suspension

After the 30-day post-completion period has elapsed, ATS reserves the right to:

• Charge a monthly hosting and maintenance fee for continued access to the development server. This fee will be invoiced separately and is due upon receipt. The monthly fee will be communicated to the client prior to the end of the 30-day period.
• Suspend or terminate the development server and all associated files, databases, and content if:
  • Final payment has not been received
  • Monthly hosting fees remain unpaid
  • No alternative hosting arrangement has been made
  • The client has not responded to communications regarding server status

ATS will provide 7 days' written notice before suspending or terminating a development server. However, ATS is not responsible for any loss of data, revenue, or damages resulting from the suspension or termination of a development server due to non-payment, expiration of the post-completion period, or failure to migrate to alternative hosting.

Data Backup Responsibility

The client is solely responsible for maintaining backups of all project files, databases, and content. While ATS maintains routine backups for operational purposes, these backups are not guaranteed and should not be relied upon as the client's primary backup solution. ATS strongly recommends that clients download and securely store copies of all project deliverables before the end of the 30-day post-completion period.

Deemed Acceptance and Sign-Off Procedures

Review Period

Upon delivery of a milestone or the final project deliverables, the client will have a period of 14 days to review the work and provide written feedback or request revisions. This review period begins on the date of the delivery notification sent by ATS to the client.

Included Revisions

The project scope includes one round of revisions per milestone. Revisions must be requested in writing within the 14-day review period and must be within the scope of the original project agreement. Requests that fall outside the original scope will be treated as Change Requests and will be subject to additional fees.

Deemed Acceptance

If no feedback or request for revisions is received within 14 days of delivery, the work will be deemed accepted by the client. At this point:

• The milestone or project will be considered complete and approved
• The corresponding payment will become immediately due
• No further revisions will be included in the original project fee
• Any subsequent revision requests will be subject to additional fees

Deemed acceptance does not waive the client's obligation to make final payment. The invoice for the completed milestone or project will be issued upon deemed acceptance, and payment terms will apply as specified in these Terms of Service.

Client Responsibility

The client acknowledges that it is their responsibility to review deliverables promptly and provide timely feedback. ATS is not responsible for delays in project completion or additional costs resulting from the client's failure to review and respond within the specified timeframes.

Change Requests and Additional Fees

Change Request Definition

Any request for work that falls outside the original project scope, as defined in the project agreement or statement of work, will be considered a "Change Request." This includes, but is not limited to:

• Additional features or functionality not specified in the original scope
• Modifications to previously approved deliverables beyond the included revision round
• Changes to project requirements after work has commenced
• Additional revision rounds beyond the one included per milestone

Change Request Process

All Change Requests must be submitted in writing via email or through the client portal. ATS will review the request and provide:

• A detailed description of the proposed work
• An estimate of the time required
• A quote for the additional fees
• An updated project timeline, if applicable

Work on Change Requests will not begin until the quote is approved in writing by the client and any required deposit or payment is received.

Additional Fees

Work performed on approved Change Requests will be invoiced separately from the original project fees. Additional revision rounds beyond the one included in the project scope will also be subject to additional fees, calculated based on ATS's standard hourly rates or as quoted in the Change Request approval. The client acknowledges that Change Requests may impact the overall project timeline and that ATS is not responsible for delays resulting from the processing and implementation of Change Requests.

Payments and Billing

By selecting a subscription plan, you agree to pay ATS the monthly or annual subscription fees indicated. Payments will be charged on the day you sign up for a subscription and will cover the use of that service for the period as indicated. Subscription fees are not refundable.

Our payment processing is handled by secure third-party payment processors. By providing your payment information, you authorize us to charge your payment method for all fees associated with your account.

We reserve the right to adjust pricing for our Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. We will provide notice of any price changes by posting the new prices on our website and/or sending you an email notification.

Prohibited Uses

You may use our Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation
• To impersonate or attempt to impersonate ATS, an ATS employee, another user, or any other person or entity
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm ATS or users of the Services or expose them to liability

Limitation of Liability

In no event shall ATS, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use or alteration of your transmissions or content

This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if ATS has been advised of the possibility of such damage.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

Contact Us

If you have any questions about these Terms, please contact us: