1. Who these terms apply to
1.1 These terms apply when a business client buys digital strategy, design, development, automation, support or related services from Usama Nisar trading as VELYREN (“VELYREN”, “we”, “us” or “our”). They are intended for clients acting wholly or mainly for business purposes, not consumers.
1.2 The client is the person or organisation identified in the accepted proposal, statement of work, order or other written project confirmation (the “Project Agreement”). The person accepting it confirms that they have authority to bind the client.
1.3 The Project Agreement, these terms and any document expressly incorporated into them form the contract. If they conflict, the order is: the Project Agreement; any signed change order; these terms; then other project material.
1.4 Sending an enquiry or Digital Assessment does not create a contract or reserve delivery capacity. A supported-package deposit is credited only toward the selected package; it does not buy undefined custom work or replace the Project Agreement.
2. Scope and project start
2.1 The Project Agreement will identify deliverables, assumptions, client dependencies, the target timetable, included revisions, fees and payment schedule.
2.2 A project starts only when the Project Agreement has been accepted, any required deposit has cleared, and the client has supplied the information and access reasonably required to begin.
2.3 Timetables are planning estimates unless expressly fixed. Dates may move where the client, a third party or an event outside reasonable control delays the work.
3. Fees, deposits and payment
3.1 Fees are set out in the Project Agreement. VELYREN is not VAT registered, so VAT is not added to current public prices or invoices. Public prices are starting prices unless expressly incorporated into a Project Agreement.
3.2 A project deposit reserves delivery capacity, contributes to discovery and initial work, and is credited against the project fee. It is not an additional fee.
3.3 Where online deposit payment is offered, the checkout identifies the selected package, total or starting total, GBP deposit and indicative remaining balance. Stripe processes the card payment. A Stripe receipt confirms payment only; detailed deliverables and dates remain those in the Project Agreement.
3.4 Invoices are payable by the stated date. The client must promptly identify a genuine dispute and pay the undisputed balance. After written notice, overdue undisputed sums may result in paused work, withheld handover and a moved timetable. Rights under the Late Payment of Commercial Debts (Interest) Act 1998 are reserved where applicable.
4. Client responsibilities and delays
4.1 The client must provide timely decisions, accurate requirements, lawful and authorised content, consolidated feedback, suitable access credentials and an authorised approver.
4.2 The client is responsible for factual, legal, regulatory and sector-specific accuracy in its content and instructions. VELYREN does not provide legal, tax, financial or regulatory advice unless a separately qualified adviser is engaged.
4.3 A late, incomplete or materially changed dependency may pause affected work and change dates or reasonable costs. If the client is inactive for 30 consecutive days after a written request for a required input, the project may be placed on hold. Restarting is subject to availability and any agreed remobilisation charge.
5. Revisions and change control
5.1 Included revisions are limited to the Project Agreement. A revision refines an agreed direction; it does not introduce a new deliverable, audience, system, integration or design direction.
5.2 Work outside scope will be identified before it starts. A change order should record the change, assumptions, fee and timetable effect. Material changes require written agreement.
6. Review, testing and acceptance
6.1 The client must review each approval item within the Project Agreement period or, if none is stated, within five working days.
6.2 A deliverable is accepted when confirmed in writing, published or used in live business operations, or when no material non-conformity is reported within five working days after a written acceptance request. This does not remove the launch-stabilisation remedy below.
6.3 A reported issue must explain how the deliverable materially departs from the Project Agreement and provide information reasonably needed to reproduce it. New requirements are handled through change control.
7. Cancellation and rescheduling
7.1 Either party may request a reschedule in writing. A revised slot depends on availability. The requesting party is responsible for disclosed, reasonably incurred third-party or remobilisation costs caused by its request.
7.2 If the client cancels for convenience, it must pay for work performed, committed delivery time that cannot reasonably be reallocated and non-cancellable third-party costs. The deposit is credited against those sums and any clear excess is refunded. VELYREN will not retain more than a reasonable estimate of resulting loss.
7.3 If VELYREN cannot accept a supported-package project after receiving an online deposit and no work, committed capacity or non-cancellable cost has arisen, the deposit will be returned. If VELYREN cancels for convenience while the client is not in breach, prepaid fees for unsupplied work are refunded.
7.4 Custom work already supplied, accepted or used is not refundable merely because the client changes direction. This does not limit remedies for material breach or defective performance.
8. Termination
8.1 Either party may terminate for a material breach not remedied within 14 days after written notice describing it. A breach that cannot be remedied may justify immediate termination where reasonable.
8.2 VELYREN may suspend or terminate immediately where continuing would be unlawful, unsafe, abusive, infringe rights, expose systems or data to material risk, or require misuse of credentials or services.
8.3 On termination, properly due fees and committed non-cancellable costs remain payable. Paid-for completed deliverables will be provided in a reasonably usable form, subject to security, third-party restrictions and intellectual-property terms.
9. Third-party services and client materials
9.1 The client confirms it has the rights and permissions needed for materials, data, brands and instructions it supplies.
9.2 Hosting, domains, fonts, stock assets, APIs, plugins, payment providers, email services and other third-party products remain subject to their own terms, licences, availability and pricing. Unless agreed otherwise, ongoing third-party charges become the client’s responsibility after handover.
9.3 VELYREN will identify material third-party dependencies known to it but is not responsible for a third party changing or withdrawing its service.
10. Intellectual property and handover
10.1 Client-supplied or client-licensed material remains owned by the client or its licensor.
10.2 Once all project fees and properly due expenses are paid, VELYREN assigns the rights it owns in final bespoke Project Deliverables to the extent stated in the Project Agreement.
10.3 Pre-existing or reusable methods, know-how, processes, design systems, generic components, utilities, templates and libraries (“VELYREN Materials”) remain VELYREN’s. Where embedded in a paid deliverable, the client receives a perpetual, worldwide, non-exclusive licence to use them as part of that deliverable for its business.
10.4 Third-party material is not assigned. After full payment, handover includes the final deliverables and access listed in the Project Agreement. Raw working files, unused concepts, internal tools and development history are excluded unless expressly included.
11. Thirty-day launch stabilisation
11.1 Unless the Project Agreement provides more, each project includes 30 calendar days of launch stabilisation from the earlier of public launch or written final handover.
11.2 VELYREN will use reasonable efforts to correct reproducible defects where delivered work materially fails to match the accepted Project Agreement.
11.3 Stabilisation excludes new features, new content, preference changes, client or third-party alterations, misuse, unsupported environments, third-party outages and issues outside VELYREN’s control. Ongoing support requires a separate agreement.
12. Warranties and remedies
12.1 VELYREN will perform services with reasonable care and skill and substantially in accordance with the Project Agreement.
12.2 VELYREN does not warrant uninterrupted or error-free operation, a particular search ranking, lead volume, revenue result, third-party approval or outcome outside its reasonable control.
12.3 For a material breach, the primary remedy is re-performance or correction within a reasonable time. If that is not reasonably possible or fails, an appropriate reduction or refund for the materially affected part may apply.
13. Liability
13.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that cannot lawfully be excluded or limited.
13.2 Subject to clause 13.1, neither party is liable for indirect or consequential loss. VELYREN is not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or data except where such loss is direct, reasonably foreseeable and cannot reasonably be excluded by law.
13.3 Subject to clause 13.1, VELYREN’s total aggregate liability arising from a project will not exceed 100% of the fees paid or payable for the affected project in the 12 months preceding the event giving rise to the claim.
14. Confidentiality and data protection
14.1 Each party must protect the other’s confidential information, use it only for the contract and disclose it only to people who need it and are suitably bound.
14.2 Each party must comply with applicable data-protection law. Where VELYREN processes personal data solely on the client’s documented instructions, any required controller-processor terms will be agreed separately.
15. Events outside reasonable control
15.1 Neither party is liable for delay or failure caused by an event outside its reasonable control. The affected party must notify the other, take reasonable steps to reduce the effect and resume performance when reasonably possible.
15.2 If such an event materially prevents performance for more than 30 days, either party may end the affected part of the project on written notice, with a fair account for work and unavoidable commitments.
16. General
16.1 Neither party may transfer the contract without the other’s consent, not to be unreasonably withheld, except to a successor to substantially all of the relevant business that can perform the obligations.
16.2 No third party has a right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999. An invalid provision will be adjusted only as far as needed; the remainder continues.
16.3 Notices must be sent to the Project Agreement contacts or, for VELYREN, to hello@velyren.com or the correspondence address shown on this page.
16.4 The contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.