SYLVERAHENEffective Date: 5/11/2025
1. Definitions
1.1 Client means any individual or business entity that enters into a contract with Sylverahen for services.
1.2 Services means the cleaning services and/or software development services provided by Sylverahen.
1.3 Agreement means the contract (including any proposal, scope of work, service order, these Terms & Conditions) between the Client and Sylverahen for the provision of Services.
1.4 Fees means the charges payable by the Client for the Services as set out in the Agreement.
1.5 Deliverables means any software, documentation, reports, or other outputs delivered by Sylverahen as part of the software-development Services.
1.6 Premises means the Client’s physical location (for cleaning services) where Services are performed.
2. Acceptance of Terms
By engaging Sylverahen to perform Services, the Client agrees to be bound by these Terms & Conditions. These Terms & Conditions apply to all Services unless expressly varied in a separate written agreement signed by both parties.
3. Scope of Services
3.1 Cleaning Services: Sylverahen will perform cleaning at the agreed Premises according to the scope, schedule and specification agreed in writing.
3.2 Software Development Services: Sylverahen will develop and/or deliver software, functionality, maintenance, or consultancy as described in the proposal or scope of work agreed in writing.
3.3 Any change to the Services (scope, schedule, specification) must be agreed in writing and may result in additional Fees or time adjustments.
4. Client Obligations
4.1 The Client shall provide Sylverahen with access to the Premises, utilities, and any information or assistance reasonably required for the cleaning services.
4.2 For software development, the Client must provide clear requirements, timely feedback, access to systems/data (as needed), and any third‐party licences or authorisations needed.
4.3 The Client ensures compliance with all applicable health, safety and legal obligations at the Premises (cleaning) or with respect to data and systems (software).
4.4 The Client shall not misuse or override any safeguards, procedures or instructions provided by Sylverahen.
5. Fees, Payment & Invoicing
5.1 Fees for Services will be as set out in the Agreement. Unless otherwise stated, all fees are exclusive of VAT (or other taxes).
5.2 Sylverahen will invoice the Client in accordance with the payment terms agreed in the Agreement (for example, 30 days from invoice date).
5.3 If the Client fails to pay any amount when due, Sylverahen may suspend Services until payment is made, and may charge interest on the overdue amount at the statutory rate.
5.4 For cleaning Services, cancellations or rescheduling by the Client may require advance notice (e.g., 24 hours) and may incur cancellation fees.
5.5 For software development Services, additional work or changes outside the scope of work may be subject to separate charges or a change-order process.
6. Term & Termination
6.1 The Agreement begins on the effective date set out in the contract and continues until Services are completed (or a fixed term expires) or until terminated by either party as set out here.
6.2 Either party may terminate the Agreement on written notice if the other party breaches a material obligation and fails to remedy the breach within a specified timeframe (e.g., 14 days) after written notice.
6.3 On termination, the Client shall pay for all Services performed up to the termination date and any approved costs incurred. For software, the Client shall obtain rights to any completed Deliverables upon payment in full.
6.4 Sylverahen may terminate immediately if the Client becomes insolvent, bankrupt, or subject to a similar event.
7. Deliverables & Acceptance (Software Development)
7.1 Sylverahen will deliver the Deliverables in accordance with the milestone, schedule and specification agreed in the Agreement.
7.2 The Client shall review and accept the Deliverables within the timeframe agreed. If the Client does not provide written acceptance or rejection within that timeframe, the Deliverables shall be deemed accepted.
7.3 If the Client rejects the Deliverables on the basis they do not meet the specification, Sylverahen will use reasonable efforts to correct the deficiencies.
7.4 After acceptance, any modifications requested by the Client may be subject to additional charges.
8. Health & Safety / Conduct (Cleaning Services)
8.1 Sylverahen will perform cleaning with due care, trained staff and appropriate equipment in line with industry standards.
8.2 The Client must ensure the Premises are safe and free from hazards that may injure Sylverahen’s staff, and must notify Sylverahen of any special hazards (e.g., chemicals, vulnerable persons).
8.3 Sylverahen shall not be liable for damage or injury caused by the Client’s failure to disclose hazards or comply with health & safety instructions.
9. Intellectual Property
9.1 Sylverahen retains all intellectual property rights in its methodologies, tools, software frameworks, know-how and any pre-existing material used in delivering the Services.
9.2 On full payment of all Fees, Sylverahen grants the Client a non-exclusive, non-transferable licence to use the Deliverables for its internal business purposes (unless otherwise agreed).
9.3 The Client shall not copy, modify, distribute, or resell the Deliverables (or underlying source code, unless specifically licensed) without Sylverahen’s prior written consent.
9.4 The Client grants Sylverahen a licence to use anonymised summaries of the services provided as reference, case-studies or portfolio (unless the Client requires omission).
10. Confidentiality
10.1 Each party agrees to keep confidential any proprietary or non-public information received from the other party during the term of the Agreement.
10.2 Confidential information shall not include information that is or becomes publicly known without breach, or was lawfully already known to the receiving party.
10.3 The confidentiality obligations shall survive termination of the Agreement for a period of [e.g., 2 years] (or as required by applicable law).
11. Data Protection & Privacy
11.1 Where Sylverahen processes personal data on behalf of the Client (for software development) or for its staff (for cleaning services), the parties shall comply with applicable data protection legislation (including the UK GDPR).
11.2 Sylverahen will implement appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration, or destruction.
11.3 The Client is responsible for ensuring that it has the right to provide personal data to Sylverahen and obtain any consents required.
11.4 The Client acknowledges that use of website, email, or software services is subject to the Company’s Privacy Policy (link/appendix) which forms part of the Agreement.
12. Limitation of Liability
12.1 Neither party excludes or limits liability for death or personal injury resulting from its own negligence, or for fraud or fraudulent misrepresentation.
12.2 Subject to clause 12.1, Sylverahen’s total liability to the Client arising out of or in connection with the Agreement shall be limited to the amount of Fees paid by the Client under the Agreement.
12.3 Sylverahen shall not be liable for any indirect or consequential loss, loss of profit, loss of business, loss of data or reputation, or any third-party claims, except to the extent caused by Sylverahen’s gross negligence or willful misconduct.
13. Warranties & Service Levels
13.1 Sylverahen warrants that it will perform the Services with reasonable skill and care in accordance with industry standards.
13.2 For cleaning services, Sylverahen does not guarantee perfection or elimination of all risks (e.g., stains may persist depending on surface).
13.3 For software development, Sylverahen warrants that the Deliverables will materially conform to the agreed specification for a period of [e.g., 90 days] following acceptance (“Warranty Period”). Corrections beyond the Warranty Period may incur additional charges.
13.4 Except as expressly provided in these Terms & Conditions or the Agreement, Sylverahen makes no other warranties, whether express or implied (including merchantability or fitness for a particular purpose).
14. Force Majeure
Sylverahen shall not be in breach of the Agreement or liable for delay or failure to perform its obligations if such delay or failure results from events or circumstances beyond its reasonable control (e.g., extreme weather, labour strikes, power outages, global pandemics).
15. Assignment & Subcontracting
15.1 The Client may not assign its rights under the Agreement without Sylverahen’s prior written consent.
15.2 Sylverahen may subcontract part or all of the Services, provided that Sylverahen remains responsible for performance and acts in compliance with the Agreement’s terms.
16. Third-Party Services & Licences
16.1 If the Services require third-party software, licences or services, the Client is responsible for obtaining and paying for them unless otherwise agreed.
16.2 Sylverahen is not responsible for third-party service failures beyond its control.
17. Entire Agreement & Variations
17.1 The Agreement (including these Terms & Conditions and any written scope or proposal) constitutes the entire agreement between the parties relating to its subject matter, and supersedes all prior agreements or understandings.
17.2 Any amendment or variation to the Agreement must be in writing and signed by both parties.
18. Severability
If any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in whole or in part, the remainder of the Terms & Conditions will remain in full force and effect.
19. Governing Law & Jurisdiction
These Terms & Conditions and the Agreement shall be governed by and construed in accordance with the laws of England & Wales. The parties submit to the non-exclusive jurisdiction of the courts of England & Wales.
20. Contact Information
Sylverahen Limited
Address: Flat C 50 Castle Hill Avenue, Folkestone CT20 2RE, United Kingdom
Phone: +44 7355 151492
Email: info@sylverahen.com
