Important: These Standard Trading Terms and Conditions are a working draft and have not yet received final legal approval. Commercial teams should not incorporate them into a binding transaction until authorised.
1. Scope and incorporation
These terms apply only where a quotation, order form, statement of work, proposal, or signed agreement expressly incorporates them. “Eylorin” means Eylorin Technologies Limited. “Customer” means the person identified as customer in the applicable commercial document. Each accepted commercial document and these terms form the “Agreement”.
If documents conflict, the following order applies unless the parties expressly agree otherwise: (1) a signed master or negotiated agreement; (2) the applicable statement of work or order form; (3) the accepted quotation; and (4) these terms. Product-specific terms prevail for the relevant product.
2. Quotations and contract formation
A quotation is valid for the period stated in it and may be withdrawn before acceptance. Purchase orders are administrative documents and do not amend the Agreement unless Eylorin expressly accepts the amendment in writing. A binding contract is formed when Eylorin accepts the Customer’s order in writing, both parties sign the applicable document, or Eylorin begins performance at the Customer’s authorised request.
3. Services, deliverables, and changes
Eylorin will provide the services and deliverables described in the applicable statement of work, order, or quotation with reasonable care and skill. Dates are estimates unless expressly identified as binding milestones. Dependencies, assumptions, exclusions, acceptance criteria, and each party’s responsibilities are those stated in the applicable commercial document.
Either party may request a change. A change affecting scope, price, timing, risk, resources, or assumptions is effective only when authorised representatives agree it in writing. Eylorin is not required to perform a requested change before that agreement.
4. Customer responsibilities
The Customer will provide timely access, decisions, information, personnel, systems, facilities, approvals, and materials reasonably required for performance. The Customer warrants that it has the rights and lawful basis needed for anything it supplies or instructs Eylorin to use. Eylorin is not responsible for delay or additional cost caused by inaccurate information, unavailable dependencies, or the Customer’s failure to perform its responsibilities.
5. Fees, taxes, and payment
Fees, currency, expenses, taxes, billing milestones, and payment method are stated in the applicable commercial document. Unless it states otherwise, fees exclude applicable taxes and properly incurred pre-approved expenses, and undisputed invoices are due within 30 calendar days of invoice date.
The Customer must notify Eylorin of a genuine invoice dispute promptly, explain the basis, and pay the undisputed portion on time. Subject to applicable law and written notice, Eylorin may suspend affected services for materially overdue undisputed amounts. Fees are non-refundable except where the Agreement expressly provides otherwise or applicable law requires.
6. Delivery and acceptance
Where acceptance testing applies, the Customer will test the deliverable against the agreed acceptance criteria within the stated period, or within 10 business days if no period is stated. The Customer will either accept it or provide reasonable written details of material non-conformity. Eylorin will use reasonable efforts to correct a verified non-conformity and resubmit the deliverable. Minor issues that do not materially prevent agreed use do not justify rejection.
7. Intellectual property
Each party retains ownership of intellectual property it owned, developed, or licensed independently of the engagement (“Background IP”). Eylorin retains ownership of its methods, tools, software, templates, know-how, improvements, and reusable components. The Customer retains ownership of its data, brands, content, and materials.
Ownership or licensing of bespoke deliverables will be stated in the applicable commercial document. If that document is silent, then after full payment Eylorin grants the Customer a perpetual, non-exclusive, worldwide licence to use the final bespoke deliverables for the Customer’s internal business purposes, while Eylorin retains all Background IP and reusable components. Third-party and open-source materials remain subject to their respective licence terms.
8. Confidentiality
Each party will protect the other’s confidential information using at least reasonable care and use it only to perform or exercise rights under the Agreement. Confidentiality obligations do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. A party may disclose information where legally required after giving notice where lawful and reasonably practicable.
9. Data protection and security
Each party will comply with applicable data-protection and privacy law for personal data it controls. Where Eylorin processes personal data on the Customer’s behalf, the parties will enter into any required data-processing terms addressing instructions, security, confidentiality, subprocessors, assistance, transfers, retention, and deletion.
Eylorin will maintain reasonable technical and organisational safeguards appropriate to the agreed services and information. Unless expressly agreed, the Customer must not provide regulated, highly sensitive, or special-category data, payment-card data, credentials, or production secrets.
10. Warranties and exclusions
Each party warrants that it has authority to enter into the Agreement. Eylorin warrants that services will be performed with reasonable care and skill and that deliverables will materially conform to expressly agreed specifications during any stated warranty period. The Customer’s remedy for breach of this service warranty is re-performance or correction where reasonably possible, failing which the parties will agree an appropriate fee adjustment.
Except for express warranties in the Agreement and rights that cannot lawfully be excluded, all other warranties, conditions, and representations are excluded. Eylorin does not warrant that every service will be uninterrupted, error-free, or compatible with systems not identified in the agreed scope.
11. Liability
Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation. Subject to that, neither party is liable for indirect, incidental, special, punitive, or consequential loss, or for loss of profit, revenue, business, opportunity, goodwill, anticipated savings, or data.
Subject to any different cap expressly agreed in writing, each party’s aggregate liability arising from an Agreement will not exceed the fees paid or payable under the affected statement of work or order during the 12 months preceding the event giving rise to the claim. The exclusions and cap require legal review for each service and risk profile before use.
12. Term, suspension, and termination
The Agreement continues for the period stated in the applicable commercial document. Either party may terminate for a material breach that remains uncured 30 days after written notice, or immediately where the breach cannot be cured, the other party becomes insolvent, or continued performance would be unlawful.
On termination, the Customer will pay fees and approved costs accrued for work performed up to the effective date. Each party will return or securely dispose of the other’s confidential information as required, subject to lawful retention. Provisions intended by their nature to survive will survive, including payment, confidentiality, intellectual property, liability, and dispute terms.
13. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it promptly notifies the other party, takes reasonable steps to reduce the effect, and resumes performance when practicable. Payment obligations already due are not excused. If material disruption continues for more than 60 days, either party may terminate the affected services by written notice.
14. Compliance
Each party will comply with applicable anti-bribery, anti-corruption, sanctions, export-control, employment, and other laws relevant to its performance. Neither party will require the other to act unlawfully. Eylorin may use suitably qualified personnel and subcontractors while remaining responsible for its contractual obligations, subject to any express restrictions in the Agreement.
15. Publicity
Neither party may use the other’s name, logo, or marks in publicity without prior written permission, except for accurate internal references or disclosures required by law. Any case study, testimonial, or public announcement requires separate approval.
16. Notices
Formal notices must be in writing and delivered to the addresses or email contacts stated in the Agreement. A notice is treated as received according to the delivery method stated there. Operational messages do not constitute formal legal notice unless expressly identified and sent to an authorised notice address.
17. Governing law and disputes
The Agreement is governed by the laws of Uganda. Senior representatives will first attempt in good faith to resolve a dispute through negotiation. If it is not resolved within 30 days after written notice of dispute, either party may bring proceedings in the courts of Uganda, subject to any arbitration or dispute process expressly agreed in the applicable commercial document.
18. General
Neither party may assign the Agreement without the other’s prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger, reorganisation, or sale of substantially all relevant business assets, provided the assignee can perform the obligations. No failure or delay to enforce a right is a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue.
The parties are independent contractors. The Agreement does not create employment, agency, partnership, fiduciary duty, or joint venture. No third party has a right to enforce it unless expressly stated. The Agreement is the entire agreement about its subject matter and supersedes prior discussions, without excluding liability for fraud.
19. Contact
Legal and privacy-related matters may be sent to legal-compliance@eylorin.com. General enquiries may be sent to support@eylorin.com.