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Terms & Conditions

Effective date: 03 September 2026

1. Company Information

These Terms & Conditions apply to the website and services provided by CELORIS LTD, a private limited company incorporated in England and Wales under Company Registration Number 17442286.

Registered office:
71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom

Email: info@celoris.uk

References in these Terms to “we”, “us”, “our” or the “Company” mean CELORIS LTD. References to the “Client” mean the person or organisation purchasing or engaging our services.

2. Agreement to These Terms

By accessing our website, requesting services, accepting a quotation, signing a Statement of Work or Service Agreement, or otherwise engaging CELORIS LTD, you agree to be bound by these Terms & Conditions.

If you do not agree with these Terms, you should not use our website or engage our services.

3. Nature of Our Services

CELORIS LTD provides technology consulting, software development, business automation and related IT services primarily to business clients.

Services are normally delivered remotely unless otherwise agreed in writing.

Each engagement is agreed individually. The specific project scope, deliverables, delivery schedule and commercial terms will be confirmed before work begins through a Project Proposal, Statement of Work, Quotation, Service Agreement or other written communication.

10. Third-Party Technology

Projects may incorporate third-party technologies or services, including:

• software;
• open-source libraries;
• APIs;
• plugins;
• cloud services;
• hosting platforms;
• licensed components.

Any third-party materials remain subject to their own licence terms and ownership arrangements.

Ownership of such third-party components does not transfer to the Client unless expressly stated.

11. Confidentiality

Both the Client and [COMPANY NAME] agree to protect confidential information received during the course of the business relationship.

Confidential business, technical, commercial or project information must not be disclosed to third parties without prior written consent, except where disclosure is required by law.

12. Standard of Services and Warranties

We will perform our services with reasonable skill and care and in accordance with generally accepted industry standards.

We do not guarantee that software, websites, applications or other services will operate without interruption or be completely free from errors.

Where defects arise within the agreed scope, we will use reasonable efforts to correct them within an appropriate timeframe.

13. Limitation of Liability

To the fullest extent permitted by applicable law, CELORIS LTD will not be liable for indirect, incidental, special or consequential loss arising from the use of our website or services.

Our total liability arising from or in connection with a specific project shall not exceed the total amount of fees paid by the Client for that project.

Nothing in these Terms excludes or limits liability where such exclusion or limitation would be prohibited by law.

14. Refunds

14.1 General Rule

Payments are generally non-refundable after work has commenced unless otherwise agreed in writing or required by applicable law.

14.2 Completed Work

No refund will normally be provided for:

• completed services;
• deliverables already accepted by the Client; or
• completed project milestones.

14.3 Deposits and Upfront Payments

A deposit or upfront payment made to reserve project resources and enable work to commence is non-refundable unless otherwise agreed.

14.4 Third-Party Expenses

Third-party costs incurred on behalf of the Client are non-refundable.

These may include:

• software licences;
• domains;
• hosting;
• cloud services;
• plugins;
• APIs;
• other external services.

14.5 Material Breach by the Company

Where CELORIS LTD materially breaches the applicable Project Proposal, Statement of Work or Service Agreement and fails to remedy the breach within a reasonable period after written notification, the Client may be entitled to an appropriate refund relating to services that have not been delivered.

15. Cancellation and Suspension

15.1 Cancellation by the Client

The Client may cancel a project by providing written notice to the Company.

15.2 Amounts Payable on Cancellation

Following cancellation, the Client remains responsible for payment of:

• work already performed;
• completed project milestones;
• approved additional work or change requests;
• third-party costs already incurred.

15.3 Suspension of Work

The Company may suspend services where:

• invoices remain unpaid;
• required information, materials or access are not provided;
• the Client materially breaches these Terms or the applicable project agreement.

15.4 Cancellation by the Company

[COMPANY NAME] may suspend or terminate a project where the Client materially breaches these Terms, fails to meet agreed payment obligations, or where continued cooperation becomes reasonably impossible.

15.5 Ownership Following Cancellation

All deliverables remain the property of CELORIS LTD until full payment has been received in accordance with the Intellectual Property provisions above.

15.6 Cancellation Notices

All cancellation notices must be submitted in writing to: info@celoris.uk

16. Force Majeure

Neither party will be responsible for delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

Such circumstances may include natural disasters, war, terrorism, epidemics, governmental action, major internet or infrastructure outages, or other force majeure events.

17. Governing Law and Jurisdiction

These Terms & Conditions are governed by the laws of England and Wales.

Any dispute arising from or in connection with these Terms or the services provided shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18. Entire Agreement

These Terms & Conditions, together with any applicable:

• Project Proposal;
• Quotation;
• Statement of Work;
• Service Agreement; or
• other written agreement between the parties,

constitute the entire agreement between CELORIS LTD and the Client in relation to the relevant services.

They supersede prior discussions, negotiations, representations or agreements concerning the same subject matter.

19. Severability

If any provision of these Terms is found by a competent court to be invalid, unlawful or unenforceable, the remaining provisions will continue in full force and effect.

20. Amendments to These Terms

We may update these Terms & Conditions from time to time.

The current version will be published on this website together with its effective or last updated date.

Continued use of our services following an update constitutes acceptance of the revised Terms where permitted by applicable law.

21. Contact Details

For questions concerning these Terms & Conditions, please contact:

CELORIS LTD

Registered office address: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom

Email: info@celoris.uk

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