These terms apply when EQUILIO LIMITED ([to be confirmed], registered office [to be confirmed]) ("EQUILIO", "we") provides services to you ("you", "the client"). They apply together with the written proposal or quote we send you (the "Proposal"). If the Proposal and these terms conflict, the Proposal applies.
1. Who these terms are for
Some sections apply only if you are a business (acting for purposes relating to your trade, business, craft or profession) or only if you are a consumer (an individual acting for personal purposes). Where a section is limited, it says so.
2. Forming the contract
2.1 A contract is formed when you accept a Proposal in writing (including by email or electronic signature) and, where the Proposal requires it, pay any deposit.
2.2 The Proposal describes the services, deliverables, exclusions, price, payment schedule, timeline and number of revision rounds.
3. Our responsibilities
3.1 We will provide the services with reasonable care and skill, in line with the Proposal.
3.2 We will keep you informed of progress and tell you promptly about anything likely to delay the work.
4. Your responsibilities
4.1 You will provide information, content, access and decisions we reasonably need, on time. Delays on your side may move the timeline and, for business clients, may result in additional charges set out in the Proposal.
4.2 You confirm that content and materials you provide do not infringe anyone's rights and that you have the right to let us use them for the project.
4.3 Access to your systems should be through accounts you can revoke. Do not send passwords by unencrypted email; we will suggest a secure method.
5. Changes
Either party may request changes. Changes to scope, price or timing are agreed in writing (a change request) before they are carried out.
6. Price and payment
6.1 Prices are as stated in the Proposal. For business clients prices exclude VAT, which is added where applicable. For consumers the Proposal states the total price including any VAT.
6.2 Invoices are payable within the period stated on the invoice, which is 14 days unless the Proposal says otherwise.
6.3 Business clients: if an invoice is overdue, we may charge statutory interest on late payments where the law allows, and may pause work after giving written notice.
6.4 Third-party costs (for example hosting, domains, software subscriptions and AI model usage) are paid by you directly unless the Proposal says otherwise.
7. Delivery, review and acceptance
7.1 We will deliver work for review at the points set out in the Proposal. You will review and either accept it or tell us, with reasonable detail, how it does not meet the Proposal within 10 working days.
7.2 We will correct any non-conformity and resubmit it. Revision rounds beyond those in the Proposal are charged as agreed.
7.3 Business clients: if you do not respond within the review period, or you use the deliverable in live operation, it is treated as accepted.
8. Intellectual property
8.1 On full payment, we assign to you the intellectual property rights in bespoke deliverables created specifically for you, except as set out below.
8.2 We keep ownership of our pre-existing materials, tools, know-how and general-purpose code, and grant you a non-exclusive, perpetual licence to use them as part of the deliverables.
8.3 Open-source and third-party components remain subject to their own licences, which we will identify on request.
8.4 Unless you tell us otherwise in writing, we may describe the project in general terms in our portfolio only with your prior written approval of the wording.
9. Confidentiality and data protection
9.1 Each party will keep the other's confidential information confidential and use it only for the project.
9.2 Where we process personal data on your behalf, we act as your processor and will agree data processing terms meeting UK GDPR / EU GDPR Article 28 requirements.
10. AI-assisted work
10.1 Where a deliverable uses AI models, outputs may be inaccurate. We design review steps as agreed in the Proposal; you remain responsible for how outputs are used in your decisions.
10.2 AI provider terms, pricing and data handling may change. We will tell you about material changes we become aware of that affect your project.
11. Consumer rights
This section applies only if you are a consumer.
11.1 Cancellation. If the contract was made at a distance (for example online or by email), you have the right to cancel within 14 days from the day the contract is formed, without giving a reason. To cancel, tell us clearly in writing (a model cancellation form is available on request).
11.2 If you ask us to start work during the cancellation period and then cancel, you must pay for the work done up to the time you tell us. If the service has been fully performed within the cancellation period at your express request and with your acknowledgement that you would lose the right to cancel, the right to cancel no longer applies.
11.3 We will refund any money due within 14 days of your cancellation, using the same payment method.
11.4 Your statutory rights are not affected. In the UK, services must be performed with reasonable care and skill, and you may be entitled to a repeat performance or a price reduction if they are not.
12. Liability
12.1 Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.
12.2 Business clients: subject to 12.1, our total liability under the contract is limited to the total fees paid or payable under the relevant Proposal, and we are not liable for loss of profit, revenue, data or goodwill, or for indirect or consequential loss.
12.3 Consumers: we are responsible for loss you suffer that is a foreseeable result of our breach of these terms or our failure to use reasonable care and skill. We are not responsible for loss that was not foreseeable or for business losses.
13. Ending the contract
13.1 Either party may end the contract by written notice if the other materially breaches it and does not remedy the breach within 14 days of being asked to.
13.2 On termination, you pay for work done up to the termination date, and we hand over completed deliverables that have been paid for.
14. Events outside our control
Neither party is liable for delay caused by events outside its reasonable control. The affected party will notify the other promptly and take reasonable steps to limit the delay.
15. Complaints
If you are unhappy with our service, contact info@equilio.it.com. We will acknowledge your complaint within 5 working days and aim to resolve it within 30 days.
16. General
16.1 These terms and the Proposal are the entire agreement for the services described, and replace earlier discussions.
16.2 Neither party may transfer its rights without the other's consent, except that we may use qualified subcontractors while remaining responsible for their work.
16.3 If a court finds part of these terms invalid, the rest continues to apply.
17. Governing law and disputes
These terms are governed by the laws of England and Wales, and the courts of England and Wales have jurisdiction. If you are a consumer, you also keep the protection of the mandatory laws of the country where you live and may bring proceedings in your local courts.