Terms of Service

1. Definitions

"Services" means the software development, consulting, AI agent development, distributed systems engineering, web and mobile application development, platform development, and related services provided by CHARLEEX LTD.

"Deliverables" means any software, code, documentation, designs, or other materials produced by us in the course of providing the Services.

"Statement of Work" or "SOW" means a written document agreed between the parties that describes the scope, timeline, deliverables, and fees for a specific project or engagement.

2. Services and Scope

CHARLEE X provides custom software development services including, but not limited to, AI agent and agentic framework development, distributed systems architecture, web and mobile application development, and platform engineering. The specific scope of any engagement shall be set out in a Statement of Work agreed by both parties in writing.

We reserve the right to subcontract any part of the Services, provided we remain responsible for the quality and delivery of all Deliverables.

3. Acceptance and Commencement

No binding obligation to provide Services arises until a Statement of Work has been signed or otherwise accepted in writing by both parties. Project commencement is subject to receipt of any agreed deposit or advance payment.

4. Fees and Payment

All fees shall be as set out in the applicable Statement of Work. Unless otherwise agreed, invoices are payable within 30 days of the invoice date. All fees are quoted exclusive of VAT, which shall be added at the prevailing rate where applicable.

Late payments shall accrue interest at a rate of 4% above the Bank of England base rate, calculated daily from the due date until payment is received in full. We reserve the right to suspend Services in the event of overdue payment.

5. Intellectual Property

All intellectual property rights in the Deliverables shall transfer to the Client upon receipt of full payment, unless otherwise specified in the Statement of Work. Until payment is received in full, all intellectual property rights remain with CHARLEEX LTD.

We retain the right to use general knowledge, skills, experience, and techniques acquired during the performance of the Services, and to reuse any non-client-specific frameworks, libraries, or tools developed or utilised during the engagement.

All content on the Site — including text, design, code, graphics, logos, and trademarks — is the property of CHARLEEX LTD or its licensors and is protected under applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from our Site content without prior written consent.

6. Confidentiality

Each party agrees to keep confidential all information received from the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation survives termination of any engagement and continues for a period of three (3) years thereafter.

Confidential information does not include information that is publicly available, was already known to the receiving party, or is independently developed without reference to the disclosing party's confidential information.

7. Warranties and Liability

We warrant that all Services will be performed with reasonable skill and care in accordance with generally accepted industry standards. Where Deliverables contain defects attributable to our work, we will use reasonable efforts to rectify them at no additional cost, provided you notify us within 30 days of delivery.

To the maximum extent permitted by law, CHARLEEX LTD shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, arising out of or in connection with these Terms or the Services.

Our total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you under the applicable Statement of Work in the 12 months preceding the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

8. Data Protection

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Full details of how we collect, use, and protect your data are set out in our Privacy Policy.

Where we process personal data on your behalf in the course of providing Services, we shall enter into a separate Data Processing Agreement as required by applicable data protection legislation.

9. Termination

Either party may terminate an engagement by giving 30 days' written notice. In the event of termination, you shall pay for all Services performed and expenses incurred up to the effective date of termination.

Either party may terminate immediately by written notice if the other party commits a material breach of these Terms that is not remedied within 14 days of receiving written notice of the breach, or becomes insolvent or enters into administration, liquidation, or receivership.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, acts of government, war, terrorism, civil unrest, power failures, or internet outages.

11. Third-Party Services

Our Services may involve the use of third-party platforms, APIs, cloud infrastructure, or tools (including but not limited to AWS, Stripe, Cloudflare, and analytics providers). We are not responsible for the availability, performance, or terms of such third-party services. Your use of third-party services is subject to their own terms and conditions.

12. Use of the Site

You agree to use the Site lawfully and not to engage in any activity that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site. You must not attempt to gain unauthorised access to any part of the Site, its servers, or any connected systems.

13. Amendments

We reserve the right to update these Terms at any time. Changes will be posted on this page with the updated date. Your continued use of the Site or Services after any changes constitutes acceptance of the revised Terms.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15. Severability

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

16. Entire Agreement

These Terms, together with any applicable Statement of Work and our Privacy Policy, constitute the entire agreement between you and CHARLEEX LTD with respect to the subject matter hereof and supersede all prior or contemporaneous communications, whether written or oral.

17. Contact Information

For any questions regarding these Terms of Service, please contact us at: