Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client”, “you”) and AxisEdge Technologies (“AxisEdge”, “we”, “us”). By engaging our services, visiting our website, or signing a Statement of Work, you agree to be bound by these Terms.

2. Services

AxisEdge provides digital engineering, UI/UX design, e-commerce development, performance optimisation, and related technical consulting services. The specific deliverables, timelines, and fees for each engagement are set out in a separate Statement of Work (SOW) or Project Proposal signed by both parties.

These Terms apply to all services delivered by AxisEdge unless explicitly superseded by a separately executed master services agreement.

3. Intellectual Property Ownership

Upon receipt of full payment for a project engagement, all intellectual property rights in the bespoke deliverables produced by AxisEdge specifically for the Client under that engagement (“Deliverables”) are assigned to the Client.

The following are explicitly excluded from this assignment and remain the property of AxisEdge:

• Pre-existing AxisEdge tools, frameworks, libraries, and methodologies
• Open-source components and third-party licensed software incorporated into the Deliverables
• AxisEdge's internal knowledge, systems, and processes

AxisEdge retains the right to display completed work in its portfolio and marketing materials unless the Client has requested confidentiality in writing.

4. Payment Terms

Unless otherwise specified in the Statement of Work:

• 40% of project fees are due upon execution of the Statement of Work
• 30% are due at the Design Sign-off milestone
• 30% are due upon production delivery and handover

All invoices are due for payment within 14 calendar days of the invoice date. Late payments will incur interest at the rate of 8% per annum above the applicable base rate (or 1.5% per month in US-governed engagements), charged daily from the due date until payment is received. AxisEdge reserves the right to suspend services for accounts with overdue invoices exceeding 14 days.

5. Scope and Change Management

The scope of work is defined in the agreed Statement of Work. Any additions, modifications, or extensions to the agreed scope must be agreed in a written Change Request signed by both parties. AxisEdge will provide a good-faith estimate of any additional cost and timeline impact before commencing out-of-scope work.

AxisEdge is not obligated to deliver any feature or function not explicitly documented in the Statement of Work.

6. Client Responsibilities

The Client agrees to:

• Provide timely, accurate, and complete information required for service delivery
• Designate a single authorised point of contact for project decisions
• Provide timely feedback and approvals within agreed review windows (typically 5 business days)
• Ensure all content, assets, and materials provided are legally owned by the Client or properly licensed
• Make payments within the agreed terms

AxisEdge is not liable for project delays caused by the Client's failure to meet these responsibilities.

7. Revisions and Approval

Each project phase includes a defined number of revision rounds as specified in the Statement of Work. Additional revisions beyond the agreed scope will be charged at AxisEdge's standard hourly rate.

Approval of each phase by the Client (in writing or via project management system) constitutes acceptance of those deliverables. AxisEdge is not responsible for rework arising from changes requested after phase approval.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties without prior written consent. This obligation survives termination of the engagement for a period of three years.

“Confidential Information” includes business plans, technical specifications, pricing, client data, and any information designated as confidential by the disclosing party.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• AxisEdge's total aggregate liability for any claim arising under these Terms shall not exceed the total fees paid by the Client in the 3 months immediately preceding the claim
• AxisEdge shall not be liable for any indirect, incidental, consequential, or punitive damages including but not limited to loss of revenue, loss of data, or business interruption

10. Termination

Either party may terminate an engagement with 30 days' written notice. Upon termination:

• The Client shall pay for all work completed up to the termination date
• AxisEdge shall deliver all completed work to the Client upon receipt of outstanding payment
• Deposits paid for work not yet commenced are non-refundable unless otherwise specified in writing

AxisEdge may terminate immediately in cases of material breach, non-payment, or if the Client engages in unlawful activities.

11. Warranties

AxisEdge warrants that:

• Deliverables will substantially conform to the agreed specification for 30 days post-delivery
• Code will be our original work or properly licensed open-source components
• Services will be delivered with reasonable skill and care

Beyond this 30-day warranty period, services and deliverables are provided “as is”. AxisEdge does not warrant uninterrupted, error-free operation of any third-party platforms or infrastructures used by the Client.

12. Governing Law and Disputes

For UK-based clients: These Terms are governed by the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

For US-based clients: These Terms are governed by the laws of the State of Delaware. Disputes shall be resolved by binding arbitration under JAMS rules.

Both parties agree to attempt good-faith resolution of disputes before initiating formal proceedings.

13. Contact

For contractual enquiries: legal@axisedge.tech