SMYLYX LTD (“we”, “us”, “our”) is a company registered in England & Wales under company number 10325550, with its registered office at 1st Floor Prospect House, Rouen Road, Norwich, Norfolk, NR1 1RE.
These terms govern your use of this website and any services or digital products you purchase from us. Please read them before placing an order. By placing an order you agree to them.
1. The contract
Your order is an offer to buy. A contract is formed only when we send you an order confirmation by email, or — for consultancy engagements — when both parties have agreed a written proposal or statement of work. Where a signed proposal and these terms conflict, the proposal takes precedence.
2. Services
We will perform our services with reasonable care and skill, in accordance with the scope set out in the agreed proposal. Consultancy is advisory in nature: we give you our honest professional opinion, but the commercial decision, and responsibility for it, remains yours. Timescales given are estimates made in good faith and depend on you providing information, access and decisions when reasonably requested.
3. Digital products
Digital products are licensed to you, not sold. You receive a perpetual, non-exclusive, non-transferable licence to use them within your own organisation and on client work you carry out yourself. You may not resell, redistribute or publish them, in whole or in substantial part, as a standalone product.
4. Fees and payment
Prices on this site are in pounds sterling. SMYLYX LTD is not currently VAT registered, so no VAT is charged and none is recoverable on our invoices; if that changes we will notify clients and display prices accordingly. Fixed-fee purchases made through this site are payable in full at the point of order. Invoiced engagements are payable within 14 days of invoice date unless the proposal says otherwise. We may charge statutory interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Your responsibilities
You agree to give us accurate information, timely access to the people and systems we need, and a single named decision-maker. Where a delay is caused by you, timescales adjust accordingly and we may charge for time reserved and lost.
6. Intellectual property
On full payment, all intellectual property rights in the bespoke deliverables created specifically for you pass to you, together with source code and documentation. We retain ownership of our pre-existing materials, tools, methods and generic know-how, and grant you a perpetual licence to use them so far as they are embedded in the deliverables. We may describe the work in general terms as a reference unless you ask us in writing not to.
7. Confidentiality
Each party will keep the other's confidential information confidential and use it only for the purposes of the engagement. This obligation survives the end of the contract.
8. Liability
Nothing in these terms limits our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. Subject to that, our total liability arising out of or in connection with a contract is limited to the total fees paid by you under that contract, and we are not liable for loss of profit, loss of business, loss of anticipated savings, loss of data, or any indirect or consequential loss.
If you are a consumer rather than a business, your statutory rights under the Consumer Rights Act 2015 are unaffected by these terms.
9. Cancellation and refunds
See our Refunds & Cancellation Policy, which forms part of these terms.
10. Termination
Either party may end an ongoing engagement on 30 days' written notice. On termination you pay for work properly carried out up to the termination date, and we hand over everything produced and paid for. Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice.
11. General
We are not liable for failure to perform caused by events beyond our reasonable control. If any provision is found unenforceable, the rest continues in force. No third party has rights under these terms. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
12. Contact
SMYLYX LTD, 1st Floor Prospect House, Rouen Road, Norwich, Norfolk, NR1 1RE. Email welcome@smylyx.online.