Terms of Service

These Terms of Service (“Terms”) govern your use of alyon.studio (the “Site”) and any design, development, or maintenance services provided by Alyon (“Alyon”, “we”, “us”, or “our”) (collectively, the “Services”).

By visiting the Site, submitting an inquiry, signing a proposal, or paying an invoice, you (“Client” or “you”) agree to these Terms. If you do not agree, please do not use the Services.

1. About Alyon

Alyon is a design and engineering studio that builds websites, online stores, web applications, and provides ongoing care and maintenance.

Contact: hello@alyon.studio
Website: https://www.alyon.studio

2. Definitions

“Proposal” — the written document we provide describing scope, deliverables, milestones, timeline, and fees for a specific engagement.
“Engagement” — a project commenced under an accepted Proposal.
“Deliverables” — the files, code, designs, and documentation produced under an Engagement.
“Client Materials” — any content, assets, credentials, or information you provide for use in the Engagement.
“Third-Party Services” — software, platforms, or APIs not built by us but used in or alongside the Deliverables (e.g. Shopify, Stripe, Vercel, Webflow).
“Care Plan” — our ongoing maintenance subscription, starting at $300/month.

3. The Services

We provide the following Services, as detailed on the Site:

Landing Page — single-page conversion-focused websites.
Business Website — 5–10 page sites with content systems.
Corporate Website — multi-region, multi-stakeholder marketing sites.
E-Commerce — Shopify or headless storefronts.
SaaS & Web Apps — custom web applications.
Care & Maintenance — ongoing support, patches, and updates.

The precise scope of each Engagement is defined in the Proposal. Anything not listed in the Proposal is out of scope unless added via a Change Request (see Section 8).

4. Proposals and Engagement

4.1 Proposal validity

Proposals are valid for 30 days from the date of issue unless we state otherwise in writing.

4.2 Acceptance

An Engagement starts when (a) you sign or countersign the Proposal, and (b) the first invoice is paid in full. Kickoff dates in the Proposal are based on these conditions being met.

4.3 Fixed fee, fixed scope, fixed timeline

Unless otherwise stated, our Engagements are fixed-fee, fixed-scope, and dated. We do not bill hourly. The price in the Proposal is the price you pay for the scope in the Proposal.

5. Payment Terms

5.1 Schedule

Unless the Proposal states otherwise, our standard payment schedule is:

50% deposit before kickoff.
50% balance on launch (or as milestone payments for longer projects).
For Engagements over $10,000, we may agree a milestone-based schedule (e.g. 40 / 30 / 30).

5.2 Care Plans

Care Plans are billed monthly in advance and renew automatically until cancelled. You may cancel a Care Plan with 30 days’ written notice.

5.3 Currency and taxes

All prices are in US dollars (USD) unless stated otherwise. Prices are exclusive of VAT, GST, or other applicable sales taxes, which will be added where required by law.

5.4 Invoices and late payment

Invoices are due within 14 days of issue unless the Proposal states otherwise. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to pause work on overdue accounts and to withhold delivery until outstanding balances are paid.

5.5 Refunds

The deposit is non-refundable once kickoff has occurred, because we will have already begun work and reserved capacity for your Engagement. Milestone payments already invoiced for completed work are non-refundable.

6. Timelines and Milestones

6.1 Dated milestones

Each Proposal includes dated milestones (kickoff, staging, QA, launch). We commit to these dates provided you meet your obligations under Section 7.

6.2 Delays caused by Client

If your delays in providing materials, feedback, approvals, or payments cause the timeline to slip, we will adjust the milestones accordingly. Any costs we incur as a result (e.g. team idle time, third-party rebooking fees) may be passed on.

6.3 Delays caused by Alyon

If we cause a material delay through our own fault (excluding force majeure — see Section 16), we will work additional hours at no extra cost to recover the schedule.

7. Client Responsibilities

To deliver on time and on budget, we need you to:

Provide all Client Materials by the dates agreed in the Proposal.
Nominate a single decision-maker with authority to approve work on your behalf.
Provide feedback on each demo or deliverable within 5 business days unless otherwise agreed.
Pay invoices on time.
Ensure you have the legal rights to use any Client Materials provided to us (logos, photos, copy, fonts, third-party licences).
Comply with all laws applicable to your business (including data protection, accessibility, and consumer protection law).

8. Revisions and Change Requests

8.1 Included revisions

Each Engagement includes the number of revision rounds stated in the Proposal. Additional revisions may be charged at our then-current hourly rate.

8.2 Change requests

Changes to scope (new pages, new features, new platforms, etc.) require a written Change Request signed by both parties, with adjusted fees and dates. We will not perform out-of-scope work without one.

9. Intellectual Property

9.1 Ownership of Deliverables

On full payment of all fees due under the Engagement, we assign to you all intellectual property rights in the final Deliverables produced specifically for you (final designs, custom code, content). Until full payment, all rights remain with Alyon.

9.2 Pre-existing materials and tools

We retain ownership of any pre-existing tools, libraries, design systems, or know-how we use in the Engagement, including any general improvements we make to them. We grant you a perpetual, worldwide, royalty-free licence to use these as part of the Deliverables.

9.3 Third-Party Services

Third-Party Services included in the Deliverables remain owned by their respective providers and are subject to their own licences and terms.

9.4 Client Materials

You retain all rights in your Client Materials. You grant us a non-exclusive licence to use them solely to deliver the Engagement.

9.5 Portfolio rights

You agree that we may showcase the Deliverables and a description of the Engagement (including metrics, screenshots, and your company name and logo) in our portfolio, case studies, social media, and proposals. If you require confidentiality, you must request this in writing before kickoff, and we may apply a confidentiality surcharge.

9.6 Open source

Some Deliverables may include open-source software, which is licensed under its own terms. Those terms control over these Terms with respect to the open-source components.

10. Confidentiality

Each party agrees to keep confidential information received from the other party in strict confidence and to use it only for the purpose of the Engagement. This obligation lasts for 3 years after the end of the Engagement, except for trade secrets, which remain confidential for as long as they qualify as such.

Confidentiality does not apply to information that is (a) publicly available, (b) lawfully received from a third party without restriction, (c) independently developed, or (d) required to be disclosed by law or court order.

11. Data Protection

Our processing of personal data is governed by our Privacy Policy. Where we process personal data on your behalf as part of an Engagement (e.g. setting up a CRM or analytics), we will enter into a separate Data Processing Agreement (DPA) with you on request.

12. Warranties

12.1 Mutual warranties

Each party warrants that it has the authority to enter into these Terms and the relevant Proposal.

12.2 Our warranties

We warrant that:

The Deliverables will substantially conform to the specifications in the Proposal at the time of launch.
The Services will be performed with reasonable care and skill consistent with industry standards.
For 30 days after launch, we will fix at no charge any defects in our custom code that materially deviate from the Proposal specifications (the “Warranty Period”). This does not cover content edits, new features, or issues caused by changes you or a third party make to the Deliverables after handover.

12.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR BUSINESS OUTCOME. METRICS, CASE STUDIES, AND PERFORMANCE EXAMPLES ON THE SITE ARE ILLUSTRATIVE AND NOT A GUARANTEE OF RESULTS.

13. Limitation of Liability

To the maximum extent permitted by law:

Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility.
Our total aggregate liability for any claim arising out of or related to an Engagement is limited to the total fees paid by you for that Engagement in the 12 months preceding the claim.

These limitations do not exclude liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any liability that cannot be excluded under applicable law.

14. Indemnification

You agree to indemnify and hold harmless Alyon and its team from any third-party claims, damages, and costs (including reasonable legal fees) arising from (a) your Client Materials infringing any third-party rights, (b) your use of the Deliverables in violation of law, or (c) your breach of these Terms.

We agree to indemnify and hold harmless the Client from third-party claims that our original custom code or designs (excluding Client Materials, Third-Party Services, and open-source components) infringe a third party’s intellectual property rights, provided you (a) notify us promptly, (b) give us sole control of the defence, and (c) cooperate with us in the defence.

15. Termination

15.1 Termination for convenience

You may terminate an Engagement at any time by written notice. You remain liable for all fees for work completed up to the date of termination, plus any non-cancellable third-party costs we have committed to on your behalf. The deposit is non-refundable.

15.2 Termination for cause

Either party may terminate immediately if the other party (a) materially breaches these Terms and fails to cure the breach within 14 days of written notice, (b) becomes insolvent, or (c) ceases business operations.

15.3 Effect of termination

On termination, we will deliver any work-in-progress for which you have paid. Sections 9 (IP), 10 (Confidentiality), 12.3 (Disclaimer), 13 (Liability), 14 (Indemnification), and 18 (Governing Law) survive termination.

16. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government action, internet outages, cyberattacks, or failure of essential third-party services. The affected party must notify the other promptly and use reasonable efforts to mitigate the impact.

17. Use of the Site

When using the Site, you agree not to:

Use the Site for any unlawful purpose.
Attempt to gain unauthorised access to the Site or its underlying systems.
Interfere with the operation of the Site or other users’ use of it.
Scrape, reverse-engineer, or copy substantial portions of the Site without our written permission.
Submit false or misleading information through our forms.

We reserve the right to block or restrict access to the Site at our discretion.

18. Governing Law and Disputes

These Terms are governed by the laws of the jurisdiction where Alyon is registered, without regard to conflict-of-laws principles.

Any dispute arising out of or relating to these Terms will first be addressed by good-faith negotiation between the parties. If unresolved within 30 days, the parties agree to attempt mediation before commencing formal proceedings.

If proceedings are required, the courts of Alyon’s place of registration will have exclusive jurisdiction, except that we may bring proceedings to recover unpaid fees in the jurisdiction where the Client is located.

19. General Provisions

19.1 Entire agreement

These Terms, together with the applicable Proposal and any signed Change Requests, constitute the entire agreement between the parties and supersede all prior discussions and agreements relating to its subject matter.

19.2 Order of precedence

If there is a conflict between documents, the order of precedence is: (1) signed Change Request, (2) signed Proposal, (3) these Terms.

19.3 Amendments

We may update these Terms from time to time. Updates apply to new Engagements from the effective date. For existing Engagements, the version of the Terms in force at the date of the Proposal continues to apply unless both parties agree to the update in writing.

19.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms to a successor in the event of a merger, acquisition, or sale of substantially all of our assets.

19.5 Notices

Notices must be in writing and sent by email to hello@alyon.studio (for us) or to the email address on the most recent invoice (for you). Notices are deemed received on the next business day after sending.

19.6 No waiver

A failure to enforce any provision of these Terms is not a waiver of that provision.

19.7 Severability

If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be replaced with an enforceable provision that most closely reflects the original intent.

19.8 Independent contractors

Alyon is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

19.9 No third-party beneficiaries

These Terms do not confer any rights on any third party.

20. Contact

Questions about these Terms? Get in touch:

Alyon
Email: hello@alyon.studio
Website: https://www.alyon.studio