Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern the relationship between STRATOS TECH LLC ("Company", "we", "us", "our"), a company registered in Wyoming, USA, and any individual or entity ("Client", "you") that engages our services or uses our website.

By accessing our website, submitting an enquiry, or entering into a service agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or engage our services.

2. Services

STRATOS TECH LLC provides software development, web application development, SaaS solution design and implementation, API integration, business process automation, and technical consulting services (collectively, "Services"). The specific scope, deliverables, timeline, and pricing applicable to your engagement will be set out in a written Statement of Work ("SOW") or Service Agreement signed by both parties.

These Terms apply to all Services provided by us, whether governed by an SOW, a separate contract, or otherwise agreed in writing.

3. Engagement and Project Terms

3.1 Statement of Work

Each project will be governed by a Statement of Work that specifies the scope of work, deliverables, milestones, timelines, and fees. No work will commence until an SOW has been agreed in writing by both parties.

3.2 Changes to Scope

Any changes to the agreed scope of work must be documented in a written Change Request signed by both parties. We reserve the right to adjust timelines and fees to reflect scope changes. Verbal instructions to change scope will not be binding.

3.3 Client Responsibilities

The Client agrees to provide timely access to all materials, systems, personnel, and information necessary for the delivery of the Services, and to review and approve deliverables within agreed timeframes. Delays caused by the Client may affect project timelines and costs.

4. Payment Terms

Unless otherwise specified in the SOW:

• Projects are invoiced in milestones: 30% on project commencement, 40% at mid-project milestone, and 30% on final delivery.
• Invoices are payable within 14 calendar days of the invoice date.
• Late payments will incur interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• We reserve the right to suspend work on any project where payment is overdue by more than 14 days.
• All prices are exclusive of VAT unless stated otherwise. Where applicable, VAT will be charged at the prevailing UK rate.

5. Intellectual Property

5.1 Client-Owned Deliverables

Upon receipt of full payment for a project, all intellectual property rights in the custom deliverables created specifically for the Client under the relevant SOW are assigned to the Client. This includes source code, documentation, and design assets created specifically for that project.

5.2 Pre-existing and Third-Party IP

Any pre-existing intellectual property owned by STRATOS TECH LLC, third-party open-source components, or licensed software incorporated into deliverables remains the property of its respective owner. We will ensure that any such components are disclosed in the project documentation and that appropriate licences are in place.

5.3 Portfolio Rights

Unless expressly prohibited in writing, we reserve the right to reference the project in our portfolio and marketing materials. We will not disclose any confidential information in doing so.

6. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party in connection with the Services, and not to disclose such information to any third party without prior written consent, except as required by law. This obligation survives the termination of any service agreement.

7. Acceptable Use

You agree not to use our website or services to:

• Engage in any unlawful, fraudulent, or harmful activity.
• Transmit any unsolicited communications, spam, or malicious code.
• Infringe the intellectual property rights of any third party.
• Obtain services under false pretences or misrepresent your identity or organisation.
• Attempt to gain unauthorised access to our systems or those of any third party.

We reserve the right to refuse or terminate any engagement where we reasonably believe that the proposed use of our Services would violate applicable law or these Terms.

8. Warranties and Representations

We warrant that the Services will be performed with reasonable skill and care, in accordance with the agreed SOW, and by personnel with appropriate expertise. We will use commercially reasonable efforts to ensure deliverables are free from material defects at the time of delivery.

The Client warrants that it has the legal authority to enter into these Terms and any SOW, and that all information and materials provided to us are accurate and do not infringe any third-party rights.

9. Limitation of Liability

To the fullest extent permitted by applicable law:

• Our total aggregate liability to you in connection with any service engagement shall not exceed the total fees paid by you under the relevant SOW in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, even if we have been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

10. Termination

Either party may terminate a service agreement by providing 30 days' written notice. In the event of termination, the Client shall pay for all work completed up to the termination date. We reserve the right to terminate immediately in the event of material breach by the Client, including non-payment. Provisions relating to intellectual property, confidentiality, and limitation of liability survive termination.

11. Governing Law and Dispute Resolution

These Terms and any disputes arising from them shall be governed by and construed in accordance with the laws of Wyoming, USA. The parties agree to submit to the exclusive jurisdiction of the courts of Wyoming, USA. Prior to initiating legal proceedings, the parties agree to attempt to resolve disputes in good faith through direct negotiation.

12. Amendments

We reserve the right to update these Terms at any time. Updated Terms will be published on this page with a revised effective date. Your continued use of our website or services after any update constitutes acceptance of the revised Terms.

13. Contact

For any questions or concerns regarding these Terms, please contact us:

STRATOS TECH LLC
1309 Coffeen Avenue STE 1200, Sheridan
Wyoming 82801, United States
Email: contact@stratostech.org
Phone: +1 307 225 7994