Terms of Service

Definitions and interpretation. In these Terms: "Services" means the design, development, hosting, security, maintenance and ongoing development of the System, together with the associated support; "System" means the business-management software system developed for the Client by the Company; "Subscription Fee" means the monthly consideration agreed between the parties; "Go-Live Date" means the date on which the System is deployed to a production environment and made available for the Client's use; "Client Data" means business data entered into the System by the Client or accumulated in it in the course of the Client's operations.

Clause headings are for convenience only and shall not affect interpretation. The singular includes the plural and vice versa.

Any reference to "including" shall be construed as "including, without limitation".

In the event of conflict between these Terms and a signed engagement agreement between the parties, the engagement agreement shall prevail, and these Terms shall govern all other matters.

Order of precedence. The documents comprising the agreement between the parties are, in descending order of precedence, any signed engagement agreement, any written order accepted by the Company, these Terms, the Refund & Cancellation Policy, and the Privacy Policy. Where a conflict arises, the document of higher precedence prevails to the extent of that conflict only, and the remaining provisions of the lower-ranking document continue in full force.

No document which the Client issues in the course of its own administration, including a purchase order, a supplier-onboarding form, a vendor code of conduct, a portal registration, or any terms printed upon or referenced by such a document, forms part of the agreement or varies it in any respect, notwithstanding that the Company may sign, acknowledge, complete or return it in order to be paid. Any such term is expressly rejected and is of no effect between the parties.

These Terms prevail over any inconsistent term whenever and however that term is introduced, whether before, at the time of, or after the formation of the agreement. Any document issued by the Client which purports to introduce a different term is a counter-offer which the Company rejects, and the Company's continued performance of the Services after receiving it is not acceptance of it. Delivery of the Services, the issuing of an invoice, the acceptance of payment, and the completion, signature, stamping or return of any document of the Client are each done in reliance upon these Terms and none of them constitutes acceptance of any term inconsistent with them.

Where the Company signs, stamps, countersigns or returns a document of the Client, it does so solely for the administrative purpose of enabling payment or of satisfying the Client's internal process, and expressly not as acceptance of any term contained in or referenced by that document. No employee, contractor or agent of the Company has authority to accept a term inconsistent with these Terms, and no such term binds the Company unless it is contained in a document which is signed on behalf of the Company by a director and which refers expressly to this clause and identifies the term being varied.

A statement made in a proposal, presentation, demonstration, estimate, roadmap or discussion preceding the agreement is not a term of it and is not relied upon. The Client confirms that in entering into the agreement it does not rely upon any representation, warranty, assurance or undertaking which is not expressly set out in the documents listed above, and that its only remedy in respect of any statement so excluded is for breach of contract, save that nothing in this paragraph limits liability for fraudulent misrepresentation.

The Services. The Company shall provide the Services to the Client as a managed service, comprising the design of the System, its development, its hosting on infrastructure controlled by the Company, its security, its ongoing maintenance and its continued development throughout the term.

The Services are provided to businesses only. The Client represents that it enters into these Terms in the course of its business or profession and is not a consumer as defined by law. For the avoidance of doubt, nothing in these Terms confers rights conferred on consumers by consumer-protection legislation.

The Company may modify, improve or replace technical components of the System, provided that the functionality agreed with the Client is not materially diminished.

Onboarding, migration and acceptance. The Client shall provide, promptly and in a usable form, the access, credentials, data, decisions and personnel required for the design and build of the System, and acknowledges that the Company's ability to proceed depends upon it. Where the Client fails to do so, any indicative timeline ceases to bind the Company and the Go-Live Date moves accordingly. Where the delay continues for sixty days and is attributable to the Client, the Company may give written notice that it intends to declare the System live; and where the delay continues for a further fourteen days after that notice, the Company may declare the System live in respect of such functionality as is then complete and available for the Client's use, and may begin charging the Subscription Fee from that date. Until the declaration takes effect the Client remains free to end the engagement without cause and without charge, and the Company shall say so in the notice.

Where the Client requires historic data to be migrated into the System, it shall supply that data in a complete and structured form. The Company shall exercise reasonable professional skill and care in the migration but gives no warranty as to the accuracy, completeness or consistency of data it did not create, and shall not be liable for any consequence of defects, duplication, omission or encoding faults present in the material supplied.

The System is deemed accepted upon the Go-Live Date. Continued use of the System after that date, and in any event the payment of the first Subscription Fee, constitutes acceptance. Acceptance does not prejudice the Client's right to have defects corrected as part of the Services, and no formal acceptance testing, sign-off certificate or acceptance period applies unless separately agreed in writing.

Support. Support is provided through the operations panel made available to the Client and through the messaging channel established between the parties at onboarding, and is included in the Subscription Fee without separate charge, save where these Terms expressly provide otherwise.

The Company shall use reasonable endeavours to acknowledge a support request on the business day following its receipt, business days being those on which banks are generally open for business in Limassol, Cyprus. An acknowledgement is not a commitment to resolve within any period, and no representation as to resolution time is made, whether in these Terms, in any proposal, or in any communication preceding them, save where expressly agreed in writing and signed on behalf of the Company.

The Company shall determine, acting reasonably, whether a request constitutes a defect, a change in requirements, or a request for new functionality, and shall inform the Client of that determination. A defect is corrected as part of the Services. A change or new functionality is scheduled within the ongoing development included in the Services, and the Company shall not be obliged to deliver it within any particular period or in priority to other work.

Support does not extend to systems, integrations, accounts or infrastructure which the Company does not control, to the correction of data entered incorrectly by the Client, to training beyond that reasonably necessary to operate the System, or to any matter arising from the Client's failure to comply with the Client obligations clause or the Acceptable use clause.

Change requests. A request which extends the agreed functionality of the System is scheduled within the ongoing development included in the Services. The Company shall assess each request against the effort it requires, the effect upon the stability and security of the System, and the work already committed for the Client and for others, and shall inform the Client of the order in which it expects to proceed. The Company is not obliged to accept a request, to deliver it within any period, or to prefer it to other work.

Where a request would in the Company's reasonable assessment require effort materially beyond that contemplated by the Subscription Fee, the Company shall so inform the Client and shall not proceed unless the parties agree a separate fee in writing. Work performed at the Client's request in that situation is charged whether or not the resulting functionality is ultimately adopted by the Client.

The Company may decline any request which would require it to breach a law, to infringe a third party's rights, to weaken the security of the System, to process personal data without a lawful basis, or to implement behaviour which in its reasonable judgement would mislead the Client's own customers, and the Client shall not treat such a refusal as a failure to provide the Services.

Term. The engagement shall commence on the date of the engagement agreement or on the actual commencement of design work, whichever is earlier.

The design and development period, up to the Go-Live Date, is not charged. That period is where the System is shaped: scope is refined, the workflow is corrected against what the Client's business actually does, and the build is adjusted until it fits. Refinement belongs there.

Either party may end the engagement at any time before the Go-Live Date by written notice, without cause and without charge. Nothing has been billed at that point and nothing becomes payable by reason of that ending; each party simply walks away. The Client's commitment begins when the System goes live, and not before.

The Client commits to an initial term of twelve (12) months beginning on the Go-Live Date (the "Initial Term"). On expiry of the Initial Term the engagement renews automatically for successive further terms of twelve (12) months each (each a "Renewal Term"), and continues to do so until terminated in accordance with the Termination clause below.

The Subscription Fee is payable monthly throughout each term. The monthly billing cadence is a matter of payment convenience and does not shorten the term or convert the engagement into a monthly one.

Fees, billing and payment. The Company does not publish a price list. The Subscription Fee is agreed individually with each Client according to the scope of the System and the Services, and is set out in the order or engagement agreement.

The Subscription Fee is a fixed monthly consideration covering the licence to use the System, hosting, support and ongoing development. It is fixed for the duration of the Initial Term and of each Renewal Term. The Company may vary it with effect from the commencement of a Renewal Term by written notice given not less than ninety (90) days before the end of the then-current term, which is thirty days before the Client's own notice deadline under the Termination clause, so that the Client always learns the price of the next term while it remains free to decline it. A variation notified later takes effect at the commencement of the term after next.

The first charge shall not be raised before the Go-Live Date. The Subscription Fee is then charged automatically each month for the duration of the Initial Term and of each Renewal Term, and continues until the engagement is terminated in accordance with the Termination clause. The monthly charge is the payment cadence; the commitment is the term.

Payment shall be made by card, processed securely by Stripe. Payment-instrument details are provided directly to the payment processor and neither pass through nor are stored on the Company's servers.

The billing currency is the Euro (EUR) unless otherwise agreed in writing. Where the Client elects to pay in a local currency through the conversion offered on the payment page, the exchange rate and any associated fee are those of the payment processor.

The Subscription Fee is exclusive of value added tax and any other applicable transaction taxes, which shall be added as required by law. Where the Client is a business registered for VAT in another EU member state, the reverse-charge mechanism shall apply subject to provision of a valid VAT identification number.

If the Subscription Fee is not paid when due, the Company may — following 14 days' written notice and without prejudice to any other remedy — suspend the Services until payment is received. Suspension does not relieve the Client of the obligation to pay the Subscription Fee for the period of suspension.

By providing a payment instrument, the Client authorises the Company and its payment processor to retain that instrument on file and to charge to it the Subscription Fee, together with any applicable taxes, on each monthly billing date and without further authorisation, until the engagement is terminated in accordance with the Termination clause or the authorisation is withdrawn by written notice. The authorisation extends to any sum which falls due under the Termination clause upon early termination, which the Company may charge to the instrument on file in a single payment, and to any sum recoverable under the Fees, billing and payment clause in respect of a chargeback. Withdrawal of the authorisation does not of itself terminate the engagement and does not discharge any liability already accrued.

Charges are presented by the Company under its trading name, alcyone14, and it is that name, or a descriptor containing it, which appears on the cardholder's statement. A charge which the Client does not recognise should be raised with the Company before it is disputed with the card issuer, and the Company shall identify it against the relevant invoice.

Where a charge is declined, the Company or its payment processor may present it again within a reasonable period, and the Company shall notify the Client that payment has not been received. The suspension provision above applies where the Subscription Fee remains outstanding.

Any sum not paid when due shall bear interest at four per cent (4%) per annum above the European Central Bank main refinancing rate, accruing daily from the due date until payment, whether before or after judgment, together with the Company's reasonable costs of recovery. The Client shall make all payments free of any deduction, withholding, set-off or counterclaim, save as required by law. A dispute as to any charge shall be raised with the Company in the first instance in accordance with the Refund & Cancellation Policy. A chargeback initiated with the card issuer before that process has been exhausted does not suspend the obligation to pay, and the Company may recover from the Client any fee levied upon it by the card network in respect of a chargeback subsequently determined in the Company's favour.

Communication during the engagement. The System is built for one Client and is changed as that Client's business changes, so the engagement is a continuing relationship rather than the delivery of a finished product. The Company maintains an operations panel through which the Client can raise a request, see what has been shipped and read the history of its own engagement, together with a direct messaging channel agreed at onboarding, and both remain available throughout the term.

The Company writes to the Client before it declares the System live under the Onboarding, migration and acceptance clause, before a term renews, before a change to the Subscription Fee takes effect, before a material change to these Terms takes effect, and upon becoming aware of a security incident affecting Client Data. Each such message states what is happening, when it takes effect, and what the Client may do about it.

The Client shall keep current the electronic mail address and telephone number to which such messages are sent, and shall tell the Company without delay when the person responsible for the engagement changes. A message sent to the details last provided by the Client is validly given whether or not it is read, and the Client may not rely upon its own failure to maintain those details.

Nothing in this clause obliges the Company to give notice of a matter for which these Terms provide no notice, and the giving of a courtesy notification on one occasion does not create an obligation to give one again.

Client obligations. The Client shall provide the Company with complete and accurate information required for the provision of the Services, including current billing details, and shall update it without delay upon change.

The Client is responsible for use made of the System on its behalf, including by its employees and agents, and for maintaining the confidentiality of the access credentials issued to it.

The Client shall not use the System for any unlawful purpose, nor upload to it content or data in breach of law or in infringement of third-party rights.

Acceptable use. The Client shall not, and shall procure that no person acting on its behalf shall, use the System to store, process or transmit any material which is unlawful, defamatory, obscene, infringing of any third-party right, or which the Client is not lawfully entitled to store, process or transmit; nor to send unsolicited commercial communications; nor in any manner which contravenes any applicable law, regulation or code of practice binding upon the Client.

The Client shall not attempt to gain unauthorised access to any part of the System, to any account other than its own, or to any infrastructure on which the System runs; shall not probe, scan or test the vulnerability of the System or circumvent any authentication or security measure; and shall not use the System to develop, train, benchmark or improve any product which competes with the System or with the Services.

The Client shall not resell, sublicense, rent, lease, timeshare or otherwise make the System available to any third party, nor permit access by any person other than its employees, officers and contractors acting in the course of the Client's business, each of whom the Client shall procure complies with these Terms and for whose acts and omissions the Client remains fully responsible as though they were its own.

The Company may suspend access to the System, in whole or in part, with immediate effect and without prior notice, where it reasonably suspects a breach of this clause, where continued access presents a risk to the security, integrity or availability of the System or of any other client's system, or where it is required to do so by law or by a competent authority. The Company shall notify the Client of a suspension as soon as reasonably practicable thereafter and shall restore access once the cause has been remedied to the Company's reasonable satisfaction. Suspension under this clause does not suspend, reduce or extinguish the Subscription Fee.

Without prejudice to the generality of the foregoing, a breach of this clause which is material, or which is repeated after notice, shall be treated as a material breach incapable of remedy for the purposes of the Termination clause.

Artificial intelligence features. The System may incorporate features which use machine-learning or large-language models, whether operated by the Company or by a third-party provider engaged by it, in order to classify, summarise, draft, translate, route or otherwise process content, including Client Data and communications with the Client's own customers. The Client acknowledges that such features are probabilistic in nature and may produce output which is inaccurate, incomplete or unsuitable for the Client's purposes.

Output produced by such features is provided for the Client's assistance and does not constitute advice of any kind. The Client remains solely responsible for reviewing output before relying upon it, for any decision taken in reliance upon it, and for any communication sent to a third party which incorporates it. The Company gives no warranty as to the accuracy, completeness or fitness for purpose of any such output, and the Availability and warranties clause and the Limitation of liability clause apply to it in full.

Where content is transmitted to a third-party model provider, the Company shall engage only providers which are contractually bound not to use that content to train, fine-tune or otherwise improve their models, and shall configure its integrations accordingly. The identity of such providers is disclosed in the Privacy Policy, which the Company may update as providers change.

The Company may withdraw, replace, restrict or modify any such feature at any time, including where a model provider ceases to be available, changes its terms, or ceases to meet the Company's requirements as to data handling, and shall not be liable for any consequence of doing so provided that the functionality agreed with the Client is not thereby materially diminished.

Third-party services and dependencies. The System depends upon services operated by third parties, including hosting, database, messaging, electronic mail, payment and model providers. The Client acknowledges that the Company does not control those services, that their availability, functionality, pricing and terms may change without notice to the Company, and that any such change may require corresponding change to the System.

Where the Client instructs the Company to integrate the System with a service, account or system of the Client's own or of a third party, the Client warrants that it is entitled to grant the access required and that such integration does not breach any agreement binding upon it, and shall indemnify the Company against any claim arising from a breach of that warranty.

The Company shall not be liable for any interruption, degradation, data loss, cost or other consequence arising from the act, omission, failure, suspension, termination or change of terms of any third-party provider, save to the extent directly caused by the Company's own failure to exercise reasonable professional skill and care in selecting or configuring that provider.

Intellectual property. All intellectual property rights in the code, platform, components, tooling and methodologies developed by the Company — including developments carried out in the course of the engagement with the Client — are and shall remain the sole property of the Company.

For the term of the engagement, and subject to payment of the Subscription Fee, the Company grants the Client a personal, non-exclusive, non-transferable and non-assignable licence to use the System for its business purposes.

Nothing in the engagement operates as an assignment of intellectual property to the Client, and no element of the Services is commissioned as a work made for hire or as a work to which the Client acquires title by commissioning or paying for it. The Subscription Fee purchases the licence and the Services described in these Terms; it does not purchase title to the System, to its source code, or to any component of either.

The Company is under no obligation to deliver, deposit, escrow or otherwise make available the source code of the System, and the Client shall not decompile, disassemble or reverse engineer it, save to the extent that such a restriction is unenforceable under applicable law.

The licence granted under this clause terminates automatically upon termination of the engagement, however arising, and the Client shall thereafter cease all use of the System save as required to complete an export of Client Data under the Termination clause.

The Company may continue to use the general know-how, techniques, methods and reusable components developed or improved in the course of the engagement in providing services to others, provided that no Client Data and no information confidential to the Client is thereby disclosed. Any feedback or suggestion offered by the Client in relation to the System may be used by the Company without restriction and without obligation to the Client.

Client Data is and shall remain the property of the Client. Nothing in these Terms confers on the Company any proprietary right in Client Data beyond a licence to process it for the purpose of providing the Services.

Confidentiality and data protection. Each party shall keep confidential any non-public business information disclosed to it by the other party and shall not use it other than for the performance of the engagement. This obligation shall survive termination.

Processing of personal data in the course of the Services shall be carried out in accordance with the Company's Privacy Policy, which forms an integral part of these Terms, and subject to a data-processing agreement where required by law.

Security and incidents. The Company shall implement and maintain technical and organisational measures appropriate to the risk, including encryption in transit and at rest, role-based access control, logging of access to Client Data, segregation between clients, and periodic review of access rights. The particular measures employed may change from time to time provided that the level of protection is not thereby materially reduced.

The Client shall maintain the confidentiality of all credentials issued to it and to its personnel, shall enable any additional authentication factor made available by the Company, shall notify the Company without undue delay upon becoming aware of any actual or suspected compromise of a credential, and shall be responsible for all activity conducted through its accounts save where such activity results from the Company's own breach of this clause.

The Company shall notify the Client without undue delay upon becoming aware of a security incident affecting Client Data, shall provide such information as is reasonably available to it concerning the nature of the incident and the categories of data affected, and shall assist the Client, at the Client's cost save where the incident results from the Company's breach, in complying with any obligation the Client may have to notify a supervisory authority or a data subject.

Nothing in this clause obliges the Company to notify any supervisory authority or data subject on the Client's behalf, that obligation resting with the Client as controller of Client Data, save where the Company is separately obliged to do so as controller of its own data or where the parties have agreed otherwise in writing.

Environments, backup and continuity. The Company shall maintain a production environment for the System and may maintain such further environments as it considers appropriate for development and testing. The Client shall not rely upon a non-production environment for any operational purpose, and no warranty, availability commitment or support obligation attaches to any such environment.

The Company shall take backups of Client Data at a frequency it considers appropriate to the risk and shall retain them for a rolling period not exceeding ninety days. Backups are taken for the Company's own continuity purposes. A request to restore data lost through the Client's own act or omission shall be met where reasonably practicable, and the Company may charge for the effort involved. The Company does not warrant that any particular item of data will be recoverable from a backup, nor that a restoration will return data to any specific point in time.

The Company may relocate the System, in whole or in part, between infrastructure providers, regions or accounts where it considers this necessary or desirable for reasons of cost, resilience, security, regulatory compliance or provider availability, provided that it does not thereby move Client Data outside the European Economic Area otherwise than in accordance with the Privacy Policy, and provided that the functionality agreed with the Client is not materially diminished.

Termination. The Client may terminate the engagement with effect from the end of the then-current Initial Term or Renewal Term by written notice given not less than sixty (60) days before the end of that term, sent to hello@alcyone14.com. Notice given fewer than sixty days before the end of a term is effective, but takes effect at the end of the following Renewal Term rather than the current one.

Before the Go-Live Date the Client may end the engagement freely, as set out in the Term clause. After it, the Client has no right to terminate the engagement for convenience during a term. Dissatisfaction with the System is addressed through the ongoing development included in the Services — which is what the Subscription Fee pays for — and not by ending the engagement mid-term. Where the Client purports to do so, ceases to use the System, withdraws the payment authorisation or otherwise repudiates the engagement before the end of the then-current term, the Subscription Fees for the remainder of that term shall become immediately due and payable as a debt, and the Company may invoice and collect them in a single payment. That sum is the consideration for the term the Client committed to and is not a penalty; the Company has organised its capacity, infrastructure and engineering commitments around it.

The Company may terminate the engagement, for any reason, on 30 days' prior written notice to the Client.

The Services shall continue until the end of the term in respect of which the Subscription Fees have been paid or have fallen due. No charge already raised or accrued shall be refunded, in whole or in part, on termination.

Without prejudice to the foregoing, either party may terminate the engagement with immediate effect by written notice in the event of a material breach not remedied within 14 days of notice of it, or in the event of the other party's insolvency. The Company may additionally terminate with immediate effect where the Subscription Fee remains unpaid more than 30 days after its due date, and termination on that ground does not extinguish the sums accrued for the remainder of the term.

Within 30 days of termination the Client may obtain an export of Client Data in a reasonable and commonly used format. On expiry of that period, Client Data shall be deleted from production environments, and backups shall be purged on a rolling basis not exceeding 90 days.

The clauses headed Intellectual property, Confidentiality and data protection, Limitation of liability, Indemnity, Non-solicitation of personnel, and Governing law and jurisdiction shall survive termination, together with any other provision which by its nature is intended to do so.

Transition on exit. The Company's obligation upon termination is to make Client Data available for export in a reasonable and commonly used format within the period stated in the Termination clause, and extends no further. The Company is under no obligation to provide transition assistance, to migrate data into a successor system, to reproduce configuration, business logic, workflow or reporting in any other environment, to answer questions from a successor supplier, or to continue the Services beyond the period for which the Subscription Fee has been paid or has fallen due.

Where the Client requests assistance beyond that obligation, the Company may, at its discretion, provide it upon terms agreed in writing and against payment at its then-current rates, and may require payment in advance and the settlement of all outstanding sums as a condition of doing so.

The Client acknowledges that the System is operated as a managed service, that its value lies in the Company's continued operation of it, and that nothing in the agreement entitles the Client to continue to operate the System, or any part or derivative of it, after the licence has terminated.

Availability and warranties. The Company shall provide the Services with reasonable professional skill and care, and shall use commercially reasonable efforts to maintain the availability of the System, including monitoring, backups and ongoing security updates.

The Services are provided on an as-is basis. The Company does not warrant continuous and uninterrupted availability and is not responsible for interruptions arising from causes outside its control, including failures of infrastructure providers, internet providers or third-party services.

Where the System is wholly unavailable for thirty (30) or more consecutive days for a reason within the Company's control, and the Company has failed to restore it within fourteen days of written notice from the Client, the Client may terminate the engagement with immediate effect by written notice, whereupon no further Subscription Fee shall fall due and no sum shall become payable under the Termination clause in respect of the remainder of the term. That right is the Client's sole and exclusive remedy for unavailability. Nothing in this clause excludes or limits any liability that cannot be excluded or limited by law.

Limitation of liability. The Company's total aggregate liability to the Client, on any cause of action whatsoever, shall not exceed the Subscription Fees actually paid by the Client in the 12 months preceding the event giving rise to the claim.

In no event shall the Company be liable for indirect, consequential, special or punitive damages, including loss of profit, loss of business opportunity or loss of goodwill, even if advised of the possibility of such loss.

These limitations shall not apply in the case of wilful misconduct or gross negligence, or to liability which cannot be limited by law.

Indemnity. The Client shall indemnify the Company, and keep it indemnified, against all claims, demands, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) suffered or incurred by the Company arising out of or in connection with any breach by the Client of the Client obligations clause or the Acceptable use clause, any Client Data or other material supplied by the Client, any use of the System by or on behalf of the Client which is unlawful or in breach of these Terms, and any claim by a third party that Client Data or the Client's use of the System infringes that third party's rights.

The Company shall notify the Client of any claim in respect of which it seeks indemnity, shall not settle such claim without the Client's consent (such consent not to be unreasonably withheld or delayed), and shall permit the Client to assume conduct of the defence at the Client's cost, provided that the Company may participate in that defence with counsel of its own choosing and at its own cost, and may assume conduct of the defence where the Client fails to do so diligently.

The indemnity in this clause is not subject to the limitation in the Limitation of liability clause, and shall survive termination of the engagement however arising.

Force majeure. Neither party shall be liable for failure to perform its obligations, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including war, hostilities, natural disaster, epidemic, act of a competent authority, large-scale infrastructure failure or cyber attack. The affected party shall notify the other without delay and shall act to mitigate the effects.

Non-solicitation of personnel. The Client shall not, during the term of the engagement and for a period of twelve (12) months following its termination, directly or indirectly solicit, entice away, employ or engage, whether as employee, consultant, contractor or otherwise, any person who is or has within the preceding twelve months been employed or engaged by the Company and who has been materially involved in the provision of the Services, save with the Company's prior written consent.

The Client acknowledges that the Company's business consists principally in the skill and experience of a small number of engineers, that the loss of any of them would cause the Company loss disproportionate to the individual's remuneration, and that this restriction is accordingly no wider than is reasonably necessary to protect the Company's legitimate interests. This restriction does not apply to a person who responds to a bona fide recruitment advertisement not directed at the Company's personnel and who is engaged without any other solicitation.

Where the Client breaches this clause, the Client shall pay to the Company a sum equal to fifty per cent (50%) of the relevant individual's gross annual remuneration in the twelve months preceding the breach, that sum being a genuine pre-estimate of the cost to the Company of recruiting and training a replacement and of the disruption to the Services, and not a penalty.

Publicity and references. The Company may identify the Client as a client of the Company, and may reproduce the Client's name and trade marks for that purpose, on its website, in proposals and in other marketing material, provided that it does not thereby disclose Client Data, the Subscription Fee, or any information identified by the Client in writing as confidential.

The Company may describe the nature of the System and the outcomes achieved in general terms, including in a case study, provided that the description does not identify any individual, any customer of the Client, or any figure derived from Client Data without the Client's prior written approval, such approval not to be unreasonably withheld or delayed.

The Client may withdraw the permission in this clause at any time by written notice, whereupon the Company shall cease further use within a reasonable period, provided that the Company shall not be obliged to recall, alter or destroy material already printed, distributed or published.

Compliance, sanctions and anti-corruption. Each party warrants that it shall comply with all applicable laws relating to bribery, corruption, money laundering, terrorist financing, modern slavery and economic sanctions, and that neither it nor, so far as it is aware, any of its directors or beneficial owners is the subject of any sanction administered by the European Union, the United Nations, the United Kingdom or the United States.

The Client warrants that it will not use the System, or permit it to be used, in or for the benefit of any territory or person subject to such sanctions, and shall notify the Company immediately upon becoming aware of any circumstance which would render that warranty untrue.

The Company may suspend or terminate the engagement with immediate effect, without liability and without prejudice to any sum then due, where it reasonably determines that continued performance would or might place it in breach of this clause, and any sum which would have fallen due for the remainder of the then-current term shall nevertheless become immediately payable where the circumstance giving rise to the determination is attributable to the Client.

Assignment and subcontracting. The Client may not assign its rights or obligations under these Terms without the Company's prior written consent.

The Company may engage subcontractors and infrastructure providers in the provision of the Services and shall remain responsible to the Client for the performance of its obligations.

Notices. Notices under these Terms shall be given in writing to hello@alcyone14.com, or by post to the registered office at 16 Evangelistrias Street, Malema Court, 4th Floor, Office 41, 3031 Limassol, Cyprus. A notice sent by email shall be deemed received on the business day following dispatch, provided no delivery-failure message is received.

Variation of these Terms. The Company may update these Terms from time to time. The binding version is that published on this page, with its effective date stated at the top.

The Company shall notify active Clients of material changes 30 days in advance. Continued receipt of the Services after a change takes effect constitutes acceptance of the updated Terms. Where a change materially and adversely affects the Client and the Client objects in writing within those 30 days, the Client may terminate the engagement with effect from the date the change would take effect, in which case no sum shall become payable under the Termination clause in respect of the remainder of the term; alternatively the Client may elect that the change shall not apply to it until the commencement of the next Renewal Term. A change required by law, by a regulator, or by a card network or payment processor takes effect as required and is not subject to this paragraph.

General. These Terms, together with the engagement agreement, the Privacy Policy and the Refund & Cancellation Policy, constitute the entire agreement between the parties and supersede any prior representation, understanding or undertaking on the same subject matter.

If any provision of these Terms is held unenforceable, the remaining provisions shall continue in force and the provision in question shall be construed so as to give effect to the parties' intention so far as the law permits.

A waiver of a right in one instance shall not constitute a waiver of that right in another instance, nor imply a waiver of any other right.

Nothing in these Terms confers any right on any third party.

Nothing in this engagement creates a partnership, joint venture or employment relationship between the parties. The rights and remedies provided by these Terms are cumulative and not exclusive of any right or remedy provided by law. Each party shall do all such further acts and execute all such further documents as may reasonably be required to give effect to these Terms. These Terms are published in English and in Hebrew; in the event of any discrepancy between the two versions, the English version shall prevail. These Terms may be accepted electronically, and acceptance by electronic means, including by continued receipt of the Services, has the same effect as a signature.

Governing law and jurisdiction. These Terms are governed by the laws of the Republic of Cyprus, excluding its conflict-of-laws rules.

Before commencing proceedings, a party shall give the other written notice of the dispute and the parties shall procure that a senior representative of each meets, in person or remotely, within twenty-one days of that notice, to attempt resolution in good faith. This paragraph does not prevent either party from seeking urgent injunctive or other interim relief at any time. The competent courts of Limassol, Cyprus shall have exclusive jurisdiction over any matter arising out of these Terms, unless the engagement agreement provides otherwise. Each party irrevocably waives any objection to that venue on the ground of inconvenient forum.