Sakura-Tec Logo

Terms & Conditions

Last Updated: 2025-02-25

1. Scope of Application

These Terms apply to all business relationships between SALMAN INNOVATIONS LTD (Company No. 16168131, VAT GB [Vat not registered yet], registered at 20 Wenlock Road, London N1 7GU, United Kingdom) and both business clients (B2B) and consumers (B2C) as defined by the Consumer Rights Act 2015. This agreement is subject to the laws of England and Wales.

2. Products and Services

  • Custom Solutions: Tailored solutions for specific business needs.
  • Integration Services: Seamless integration with existing systems.
  • Support and Maintenance: Ongoing technical assistance and updates.

3. Ordering Process

  • Order Placement: Via website, email, or agreed channels.
  • Confirmation: Order details are sent by email.
  • Customization Requests: Detailed proposals are provided based on requirements.

4. Price Adjustments

For Business Clients (B2B):

  1. We reserve the right to adjust prices with 30 days's written notice for:
    • Material cost increases exceeding 10%
    • Changes in tax/VAT regulations
  2. Existing contracts: Price increases are capped at 5% per year unless otherwise agreed. Customers will be informed at least 30 days in advance. If a price increase exceeds 5% or significantly impacts the contract, customers may terminate the agreement within 14 days of notification.

For Consumers (B2C):

Any price increases during subscription terms require explicit consent under Regulation 9 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Consent must be provided via written confirmation (email or signed document) or an explicit opt-in action on our website.

5. Delivery and Acceptance

  • Delivery: Digital products are delivered electronically. Timelines are agreed in writing.
  • Acceptance: Testing within 7 days; without feedback, acceptance is deemed confirmed.

6. Rights of Use

Upon full payment, customers receive a non-exclusive, non-transferable license for internal business use. Redistribution or reverse-engineering requires prior written consent.

License is bound to specific domain/IP. Transfer between systems requires written approval.

7. Warranty and Liability

For Business Clients (B2B):

Aggregate liability shall not exceed 125% of fees paid, subject to reasonableness under the Unfair Contract Terms Act 1977. This limitation does not apply to liability for death, personal injury, fraud, or any other liability that cannot be legally excluded or limited.

For Consumers (B2C):

We accept full liability where required by the Consumer Rights Act 2015, including:

  • Death or personal injury caused by negligence
  • Fraudulent misrepresentation
  • Failure to provide services with reasonable care and skill

8. Support and Maintenance

Available Monday to Friday, 9:00 AM – 5:00 PM GMT/BST (UK time).

9. Cancellation and Refunds

Consumers (as defined by the Consumer Rights Act 2015) may withdraw from purchases of non-custom services within 14 days of order confirmation. This right does not apply to custom solutions or services that have been fully performed. To exercise this right, you must notify us in writing or by email. Refunds will be processed within 14 days of valid cancellation.

For digital content, cancellation rights expire immediately if download begins after separate consent.

10. Data Protection (UK GDPR)

Personal data is processed in accordance with the UK GDPR and the Data Protection Act 2018. See our Privacy Policy for details on how we handle and protect your data.

11. Amendments

We reserve the right to modify these Terms at any time. Any changes will be effective upon posting the updated Terms on our website. Customers will be informed of significant changes via email. Continued use of our services after changes indicates acceptance of the revised Terms.

For business clients: Changes to ongoing contracts take effect 30 days after notification. If a change significantly alters key contract terms (e.g., pricing, service scope), clients may terminate within 14 days of notification.

For consumers: Changes apply only to new orders post-update. Existing contracts remain unchanged unless both parties agree otherwise.

12. Contact Information

SALMAN INNOVATIONS LTD
20 Wenlock Road, London N1 7GU, United Kingdom
Email: info@sakura-tec.com

13. Service Provision

We provide IT services with reasonable skill and care in accordance with industry standards. However, we do not guarantee specific results unless explicitly agreed in writing.

14. Deadlines

All service deadlines are guidelines and non-binding unless otherwise agreed in writing.

15. Billing and Pricing

  • Basis: Time and materials.
  • VAT: All prices exclude VAT.
  • Changes: Possible with 60 days's notice due to technological or economic factors.
  • Estimates: Price indications are non-binding.
  • Early Termination: See Section 27 for details on early termination fees.

16. Customer Cooperation

The customer provides necessary conditions for service delivery. Failure to fulfill obligations may result in delays or additional costs.

17. Intellectual Property

All pre-existing IP remains property of SALMAN INNOVATIONS LTD.

Client acquires non-exclusive license for internal use upon full payment.

Source code provision requires separate written agreement.

18. Consent to Reference Listing

By ordering, customers permit SALMAN INNOVATIONS LTD to mention their name, logo, and website link. This consent can be revoked at any time.

19. Payment Terms

  • Invoices payable within 30 days of issue
  • Late payments subject to statutory interest at 8% above Bank of England base rate under Late Payment of Commercial Debts (Interest) Act 1998
  • Persistent default (14+ days after reminder) entitles us to:
    • Suspend services
    • Terminate contract immediately

For B2C digital services: First charge processed after 14-day cancellation period.

20. Rights to Work Results

All rights remain with SALMAN INNOVATIONS LTD. The customer receives a non-exclusive, non-transferable right to use them internally.

21. Liability and Warranty

  • Service Standards: SALMAN INNOVATIONS LTD applies due care. Warranty is excluded except for defects caused intentionally or by gross negligence.
  • Non-Warranty Services: Rectifying disturbances not caused by SALMAN INNOVATIONS LTD is chargeable.
  • Limitation of Liability: Liability is limited to intent, gross negligence, and personal injury.

Data loss liability is capped at the lower of:

  • £10,000
  • 20% of annual service fee

This limitation applies only to B2B contracts and does not affect statutory consumer rights.

22. Exclusion of Set-Off

The customer may only set off claims with counterclaims acknowledged in writing by SALMAN INNOVATIONS LTD or established by a court of competent jurisdiction.

23. Third-Party Software

We are not liable for errors or failures in third-party software. Our responsibility is limited to exercising reasonable due diligence in selecting and integrating third-party providers. This clause applies only to B2B contracts. Consumer statutory rights remain unaffected.

24. SALMAN INNOVATIONS LTD Software

  • Usage Rights: The customer receives a non-exclusive, non-transferable right to use the software on the designated system.
  • Retention of Rights: All rights remain with SALMAN INNOVATIONS LTD.
  • License Scope: License is non-transferable and applies only to the agreed user count/sites.
  • Audit Rights: We may conduct annual license compliance checks.
  • Provision of Software: Provided electronically, with documentation if available. Installation is extra.
  • Unauthorized Use: Unauthorized use entitles us to claim damages equal to standard license fees and reasonable investigation costs.
  • Conditional License Grant: Full payment is mandatory for continued usage rights.
  • Termination: Licenses auto-terminate 60 days after contract end. Recurring contracts can be ended with three months's notice at the end of the year.
  • Warranty: 1-month period for reproducible errors (without prejudice to statutory rights).
  • API Usage: Excess API usage (>1,000 requests/minute) may result in temporary rate-limiting. Additional fees may apply if excessive usage continues after a written warning, based on a fair usage policy.

25. Hosting and Maintenance (SLA)

  • Duration and Renewal: Hosting or maintenance covers 12 months, renewing automatically unless terminated with three months's notice. No pro-rata refund for early termination.
  • SLA Uptime: SALMAN INNOVATIONS LTD targets a 99.9% service uptime but cannot guarantee uninterrupted operation or operation at a specific time.
  • Data Integrity: No liability for accidental disclosure, damage, or deletion of data.
  • Third-Party Damages: Not liable for damages caused by external providers or third parties.
  • Early Termination: If the customer cancels before service operation, incurred costs are due in full.
  • Contract Termination Costs: If SALMAN INNOVATIONS LTD terminates due to breach, the customer owes all incurred costs.
  • Limitation of Liability: Liability for indirect or consequential damages is excluded. SALMAN INNOVATIONS LTD reserves the right to claim damages for data crime or misuse attempts.
  • Compliance with Laws: Customers must follow all applicable legal requirements, including intellectual property regulations and the UK GDPR.

26. Severability Clause

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable. The invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely matches the intent of the original provision.

27. Force Majeure

SALMAN INNOVATIONS LTD is not liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, and governmental actions.

28. Entire Agreement

These Terms constitute the entire agreement between you and SALMAN INNOVATIONS LTD regarding the use of our services and supersede all prior agreements and understandings, whether written or oral.

29. No Waiver

The failure of SALMAN INNOVATIONS LTD to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

30. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms, provided this does not materially affect your rights as a customer.

31. Notices

All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by email, or sent by certified or registered mail, return receipt requested, to the address specified in these Terms.

32. Headings

The headings in these Terms are for convenience only and have no legal or contractual effect.

33. Language

These Terms are written in English. If these Terms are translated into another language, the English version will prevail in the event of any conflict or inconsistency.

34. Subcontractors

We may engage G-Cloud-registered subcontractors. For offshore processing outside UK: (a) DPA 2018 adequacy decision required (b) 14-day prior notification (c) Right to object within 5 business days

35. Acceptable Use

Prohibited uses include training AI systems in violation of the UK Copyright, Designs and Patents Act 1988and applicable UK AI regulatory frameworks.

36. Compliance Notes

  • B2B liability exclusions do not apply to:
    • Fraud or willful misconduct
    • Breaches of the Data Protection Act 2018
    • Intentional or reckless breaches of contract
  • Consumer rights: Regulation 34 CCR 2013 applies to non-custom digital content until download commences.