Effective Date: 24 September 2025
Company: Crylo Tech Ltd
Registered Address: 128 City Road, London, United Kingdom, EC1V 2NX
Contact: Phone +44 7881 673483 · Email crylotechltd@gmail.com
- Introduction and Application
1.1 These Terms of Service (the “Terms”) govern the access to and use of Crylo Tech Ltd’s services, software, applications, websites, hosted platforms, documentation, and other materials provided by Crylo Tech Ltd (“Crylo Tech,” “we,” “us,” or “our”).
1.2 These Terms apply to all users, customers, trial users, and other individuals who access or use Crylo Tech’s services, except where separate written agreements have been signed by both parties, explicitly varying these Terms. In case of any inconsistency between these Terms and any executed Order Form, Statement of Work (SOW), or other contractual agreements, the specific agreement shall prevail.
1.3 By accessing, installing, using, or otherwise interacting with any of Crylo Tech’s services, you confirm that you have read, understood, and agree to these Terms. If you do not agree with these Terms, you must not access or use the services. - Definitions and Interpretation
2.1 In these Terms, the following terms shall have the following meanings:
“Agreement” refers to these Terms together with any applicable Order Forms, SOWs, and related documents.
“Customer” refers to the individual, company, or organization that purchases or uses Crylo Tech’s services.
“Deliverables” refers to the tangible or intangible results from Crylo Tech’s services, provided under the Agreement.
“Licensed Product” refers to software or applications delivered under a license.
“Services” refers to the products, services, software, hosting, consulting, support, platform access, and other deliverables provided by Crylo Tech.
“Acceptance Certificate” refers to a written or electronic confirmation indicating provisional acceptance of deliverables by the Customer, as outlined in the applicable SOW.
“Defect Notice” refers to a written notice describing non-conformity or defects in deliverables, as outlined in clause 7.3.
“Business days” means Monday to Friday, excluding public holidays in the United Kingdom.
2.2 Headings are for convenience only and do not affect interpretation. References to clauses and subclauses refer to sections and subsections of these Terms. - Online Services and Applicability
3.1 Crylo Tech provides its services and deliverables via hosted platforms, customer portals, SaaS offerings, managed hosting, APIs, mobile apps, and other electronic distribution methods. All references to “Services,” “Deliverables,” and “use” include online access, electronic delivery, and provisioning unless specifically stated otherwise.
3.2 The Customer acknowledges that online delivery may involve third-party infrastructure beyond Crylo Tech’s direct control. While Crylo Tech will make reasonable efforts to ensure availability, uninterrupted access cannot be guaranteed. Availability commitments may be specified separately in a service level agreement (SLA) where applicable. - Orders, Statements of Work, and Commencement
4.1 The scope, acceptance criteria, timelines, fees, and any special conditions for services will be defined in an Order Form, SOW, or other written agreement signed by both parties. These documents form part of the Agreement and are subject to these Terms.
4.2 Services will commence on the date specified in the Order Form or SOW or, if no date is specified, on the date Crylo Tech’s written acceptance is received. Crylo Tech will use reasonable efforts to meet specified dates, but timeframes are not of the essence unless expressly stated. - Change Control and Variation
5.1 Any modifications to the scope, features, deliverables, timelines, or fees must be handled through a written change request procedure. The change request will describe the proposed variation, including any impact on price and schedule. Variations are only binding when agreed upon in writing by both parties.
5.2 Where the Customer requests additional work, Crylo Tech may charge additional fees and adjust delivery dates in good faith. - Fees, Invoicing, Payment, and Transfer of Ownership
6.1 Fees for services are specified in the Order Form, SOW, or price list. Unless otherwise stated, fees are exclusive of taxes, duties, and bank charges, which the Customer must pay in addition to the invoiced amounts.
6.2 Crylo Tech may require upfront deposits, milestone payments, or subscription prepayments as specified in the Order Form or SOW. Invoices must be paid in full within the specified payment period. Timely payment is crucial.
6.3 If payment is late, Crylo Tech may suspend services until overdue amounts are paid and charge interest on overdue sums. Crylo Tech may also suspend access to hosted services if payment obligations are not met.
6.4 Full Payment; Transfer of Ownership and Title:
6.4.1 Unless otherwise agreed in writing, ownership of deliverables, including any source files or master files, remains with Crylo Tech until full payment is received. Any prior delivery of source materials is provisional.
6.4.2 If deliverables are provided before full payment, the delivery does not constitute a transfer of ownership. Crylo Tech reserves the right to reclaim delivered materials until full payment is received.
6.4.3 A final invoice will be issued after the acceptance of deliverables, and payment must be made according to the payment terms in the Order Form. Full payment is required for the transfer of ownership. - Delivery, Acceptance, Defect Notice, and Remediation
7.1 Crylo Tech will deliver the deliverables as per the milestones and criteria outlined in the Order Form or SOW. Where no acceptance criteria are specified, Crylo Tech will ensure that deliverables materially meet the agreed specifications.
7.2 Acceptance and Defect Notice Period:
7.2.1 The Customer will provide an Acceptance Certificate after reviewing the deliverables. The certificate constitutes provisional acceptance for invoicing and transfer of ownership, subject to these Terms.
7.2.2 The Customer has five (5) business days from the acceptance certificate date to submit a written Defect Notice detailing any non-conformity or defects.
7.2.3 If Crylo Tech receives a valid Defect Notice, it will remedy the defect by re-performance, repair, or patching within a reasonable period.
7.2.4 If Crylo Tech does not remedy the defect, the Customer may pursue an equitable remedy such as a pro-rata credit or refund, subject to the liability limits in clause 11.
7.2.5 If the Customer does not submit a Defect Notice within five (5) business days, the deliverables will be deemed accepted. - Support, Updates, and Maintenance
8.1 Support or maintenance services, if provided, will be in accordance with the applicable support schedule or SOW. Support may be limited to specified release versions and subject to additional charges for out-of-scope work.
8.2 Crylo Tech may provide updates, patches, or upgrades at its discretion or as specified in the support schedule. The Customer is responsible for installing updates to maintain support unless otherwise agreed. - Intellectual Property and License Grants
9.1 Unless otherwise agreed, Crylo Tech retains ownership of all intellectual property created during the provision of services. Crylo Tech grants the Customer a limited, non-exclusive license to use the deliverables as specified in the Order Form or SOW.
9.2 If third-party components are included in the deliverables, these remain subject to their respective third-party licenses. Crylo Tech will notify the Customer of any material third-party components and related obligations. - Confidentiality and Data Handling
10.1 Both parties must keep each other’s confidential information secure and only use it for the purpose of fulfilling their obligations under this Agreement. Confidential information does not include information that becomes public without a breach of this Agreement or is lawfully received from a third party.
10.2 These confidentiality obligations survive the termination of the Agreement for five (5) years or as long as necessary to protect trade secrets.
10.3 Personal data processing is governed by applicable data protection laws, including the UK GDPR. Crylo Tech will handle personal data in accordance with its Data Processing Agreement, if applicable. - Warranties, Disclaimers, and Liability Limitation
11.1 Crylo Tech will perform services with reasonable skill and care. Other than this, Crylo Tech provides no warranties regarding the services, and all other warranties are excluded to the maximum extent allowed by law.
11.2 Crylo Tech’s liability for direct losses arising from this Agreement is limited to the fees paid by the Customer under the relevant Order Form in the twelve (12) months before the event causing the liability, or £10,000, whichever is greater.
11.3 Crylo Tech is not liable for indirect, special, incidental, or consequential damages, including loss of profit, business, data, or goodwill, unless expressly provided otherwise.
11.4 These limits do not apply to liability for death, personal injury, fraud, or other matters where liability cannot be limited by law. - Indemnities
12.1 The Customer will indemnify Crylo Tech against any losses arising from the Customer’s breach of intellectual property obligations, misuse of services, or materials provided that infringe third-party rights.
12.2 Crylo Tech will indemnify the Customer against claims that using the deliverables infringes third-party intellectual property rights, subject to the conditions of prompt notification and reasonable assistance. - Term, Termination, and Consequences
13.1 This Agreement starts on the date specified in the Order Form and continues until services are completed or terminated as per these Terms.
13.2 Either party can terminate the Agreement for material breach if the other fails to remedy the breach within thirty (30) days. Crylo Tech may suspend services if the Customer fails to pay undisputed fees.
13.3 On termination, the Customer must pay for services rendered up to the termination date. Clauses relating to intellectual property, confidentiality, liability, indemnities, and others will survive termination. - Force Majeure
14.1 Neither party will be liable for failure or delay in performing obligations due to events outside reasonable control, including government actions, strikes, natural disasters, or internet failures.
14.2 Either party may terminate the Agreement if a force majeure event lasts for more than ninety (90) days. - Subcontracting and Assignment
15.1 Crylo Tech may subcontract or appoint sub-processors to perform services but remains fully responsible for their actions and compliance.
15.2 The Customer cannot assign or transfer rights or obligations without Crylo Tech’s written consent, except for business transfers or sales. - Security, Audits, and Compliance
16.1 Crylo Tech ensures organizational and technical security measures are in place to protect customer data and deliverables, following industry standards.
16.2 If additional assurance is needed, a separate security or audit agreement may be negotiated. - Dispute Resolution and Governing Law
17.1 These Terms and any disputes will be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of English courts unless otherwise agreed to alternative dispute resolution methods. - Notices and Communications
18.1 Notices must be in writing and sent by email or physical delivery to the contact details provided in the Order Form or these Terms. Notices are effective upon receipt. - Entire Agreement
19.1 These Terms, together with any SOWs, Order Forms, and DPAs, constitute the entire agreement between the parties, superseding all prior agreements.
19.2 Any amendments to these Terms must be in writing, signed by authorized representatives of both parties. - Publicity
20.1 Crylo Tech may identify the Customer as a client in marketing materials and showcase non-confidential deliverables unless otherwise agreed in writing. - Survival
21.1 Clauses related to intellectual property, confidentiality, liability, indemnities, and others will survive termination or expiration of the Agreement. - Contact for Contractual and Support Inquiries
22.1 For inquiries related to contracts, SOW clarifications, invoicing, defects, or security incidents, please contact crylotechltd@gmail.com or call +44 7881 673483. Crylo Tech will respond according to its internal procedures. - Consumer Protections
23.1 If the Customer is a consumer, statutory rights under consumer protection laws apply, and nothing in these Terms limits those rights. - Policy Updates
24.1 Crylo Tech may update these Terms to reflect legal, regulatory, or operational changes. Customers will be notified of material changes. Continued use of services constitutes acceptance of the new Terms.