Terms of Service

1. Acceptance of Terms

These Terms of Service (the “Terms”) form a binding legal agreement between you (“you,” “your,” or “Client”) and Skyfall Labs (“Skyfall,” “we,” “us,” or “our”), a global software-development and business-process-automation firm, with operational offices at 4th Floor, Tower, Civic Center, 81, Gulberg Greens Executive Block, Islamabad.

By (i) accessing or using the website at skyfallhq.net (the “Site”), (ii) submitting an inquiry, demo request, or proposal through the Site, (iii) signing a Statement of Work (“SOW”), Master Services Agreement (“MSA”), or order form with Skyfall, or (iv) using any SaaS product or deliverable provided by Skyfall (collectively, the “Services”), you agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not have such authority, or if you do not agree with these Terms, you must not use the Services.

2. Definitions

• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
• “Background IP” means all intellectual property owned, controlled, or licensed by Skyfall prior to or independently of a project, including code libraries, frameworks, tooling, design patterns, methodologies, generic AI prompts and chains, and reusable components.
• “Client Data” means data, content, or materials supplied by Client or generated by Client’s end users that Skyfall processes in connection with the Services.
• “Deliverables” means the work product specifically created for Client under an SOW.
• “SaaS Product” means any software-as-a-service offering operated by Skyfall and made available to Client on a subscription basis.
• “Services” means all services Skyfall provides, including custom software development, CRM/ERP customization, BPA, AI integration, technical consulting, support, and SaaS Products.
• “Third-Party Platforms” means platforms operated by third parties that Client engages independently or that Skyfall integrates with on Client’s instruction, including Google Workspace and Google Cloud, Zoho One and its modules, Salesforce, HubSpot, Microsoft 365 and Dynamics, OpenAI, Anthropic, AWS, and similar.

3. Eligibility & Account Registration

The Services are intended for business use by entities and individuals at least 18 years of age (or the age of majority in your jurisdiction, if higher). If we provide you with credentials to a Skyfall Product, you are responsible for safeguarding those credentials, for all activity that occurs under your account, and for promptly notifying us at info@skyfallhq.net of any unauthorized use.

4. Scope of Services

Skyfall provides, among other things:

• Custom software engineering — web, mobile, desktop, and backend systems.
• SaaS product development and operation.
• AI and machine-learning integration (including LLM-based features using OpenAI, Anthropic, Google Gemini, and self-hosted models).
• CRM, ERP, and helpdesk customization (Zoho, Salesforce, HubSpot, Microsoft Dynamics, and similar).
• Business process automation (BPA), workflow automation, low-code/no-code build-outs, integrations and API engineering.
• Cloud architecture, DevOps, and platform engineering (AWS, GCP, Azure, Vercel).
• Maintenance, support, and managed services under a separately agreed support plan.

The specific scope, fees, deliverables, milestones, acceptance criteria, and timelines for a given engagement are documented in a written SOW signed by both parties. If a topic is not addressed in an SOW, these Terms apply by default.

5. Engagement Process & Changes (Change Control)

5.1 SOW & Acceptance

Each engagement is initiated by a written SOW that incorporates these Terms. Deliverables are deemed accepted upon (i) Client’s written acceptance, (ii) Client’s use of the Deliverables in production, or (iii) ten (10) business days after delivery if Client has not submitted written non-conformance notice — whichever occurs first.

5.2 Change Requests

Any request that materially changes scope, timeline, or fees must be documented in a written change request signed by both parties (a “Change Order”). Skyfall is not obligated to perform work outside the SOW until a Change Order is signed.

6. Fees, Payment Terms & Taxes

6.1 Billing Models

• Fixed price: 50% mobilization deposit, with the balance billed against milestones defined in the SOW.
• Time & materials: billed in arrears, monthly, based on hours logged at the rates specified in the SOW.
• Subscription / retainer: billed in advance, monthly or annually, for a committed capacity of hours or for SaaS Product access.

6.2 Currency & Invoicing

All fees are stated and payable in the currency specified in the SOW (default USD). Invoices are payable within fifteen (15) days of issue (“Net 15”) unless otherwise specified. Payment is by wire transfer, ACH, or other method specified by Skyfall.

6.3 Late Payments

Overdue amounts accrue interest at the lower of 1.5% per month or the maximum permitted by law, compounded monthly. If an invoice is more than thirty (30) days overdue, Skyfall may, after written notice, (i) suspend the Services and access to in-progress Deliverables, (ii) withhold release of source code or accounts, and (iii) recover collection costs (including reasonable legal fees).

6.4 Taxes

Fees are exclusive of all sales, use, value-added, withholding, and similar taxes, which are Client’s responsibility. If Client is required to withhold taxes under applicable law, Client shall gross up the payment so that Skyfall receives the full invoiced amount net of withholding.

6.5 Refunds

Except where required by mandatory local consumer-protection law (which generally does not apply to business-to-business agreements), fees are non-refundable once work has been performed or a milestone has been delivered. Subscription fees are non-refundable except on a pro-rata basis where Skyfall is in uncured material breach.

7. Client Obligations & Cooperation

Successful delivery depends on timely Client cooperation. Client agrees to:

• appoint a single point of contact authorized to make decisions and provide approvals;
• provide accurate, complete, and lawful Client Data, content, credentials, brand assets, and access to systems necessary for Skyfall to perform;
• respond to requests for information, approvals, or feedback within two (2) business days unless otherwise agreed;
• maintain valid subscriptions and licenses for any Third-Party Platforms required for the engagement;
• comply with applicable laws and the terms of Third-Party Platforms;
• obtain all consents, authorizations, and lawful bases required for Skyfall to process Client Data on Client’s behalf.

Skyfall is not responsible for delays, costs, or defects to the extent caused by Client’s failure to perform these obligations. Project deadlines extend day-for-day for Client delays, and Skyfall may, after written notice and reasonable opportunity to cure, invoice additional charges for re-mobilization where work has been paused.

8. Acceptable Use

Client shall not, and shall not permit any third party to:

• use the Services in violation of any applicable law, regulation, or rights of a third party;
• use the Services to send unsolicited bulk messages (spam), phishing, malware, or other harmful content;
• attempt to reverse-engineer, decompile, or extract source code of Skyfall’s Background IP except to the extent expressly permitted by mandatory law;
• use the Services to develop a competing product, train a competing AI model on Skyfall’s proprietary materials, or scrape Skyfall’s infrastructure;
• circumvent any technical limitations or access controls, share credentials, or resell access without Skyfall’s written consent;
• submit data that Client does not have the right to process, or data that violates a Third-Party Platform’s acceptable-use policy (including the Google API Services User Data Policy or the Zoho terms);
• use the Services in connection with weapons of mass destruction, surveillance of journalists or human-rights defenders, child sexual abuse material, or other purposes prohibited by international law.

Skyfall may suspend the Services immediately, without liability, upon credible evidence of a material violation of this Section, and may report illegal activity to competent authorities.

9. Intellectual Property

9.1 Deliverables — Client Ownership

Subject to Client’s payment in full of all fees due under the relevant SOW, Skyfall assigns to Client all right, title, and interest in the custom code and Deliverables created specifically for that engagement, excluding Background IP and Third-Party Materials.

9.2 Background IP

Skyfall retains all right, title, and interest in its Background IP. To the extent Background IP is embedded in the Deliverables, Skyfall grants Client a worldwide, perpetual, non-exclusive, royalty-free, sublicensable (only as part of the Deliverable) license to use, reproduce, and create derivative works of the Background IP solely as part of, and as necessary to use, the Deliverable. Skyfall may continue to use Background IP for any purpose without restriction.

9.3 Third-Party Materials & Open Source

Deliverables may incorporate third-party software, libraries, SDKs, and open-source components (“Third-Party Materials”). Such Third-Party Materials are licensed under their own terms; Skyfall passes those licenses through to Client and makes commercially reasonable efforts to disclose material open-source components in a software bill of materials (SBOM) on request. Skyfall makes no warranties with respect to Third-Party Materials beyond what those licensors provide.

9.4 Feedback

Any feedback, suggestions, or ideas Client provides about the Services may be used by Skyfall without obligation or compensation, provided that Skyfall does not identify Client as the source without consent.

9.5 Trademarks & Publicity

Neither party may use the other’s name, logo, or trademarks without prior written consent, except that Skyfall may identify Client as a customer in a non-confidential customer list and in case-study materials Client has approved in writing.

10. Third-Party Platforms & Integrations

Many of our Services interoperate with Third-Party Platforms. Client’s relationship with the operator of each Third-Party Platform is governed by that operator’s terms and privacy notice. Skyfall is not a party to that relationship and is not liable for the Third-Party Platform’s availability, security, billing, data handling, or compliance.

10.1 Google APIs & Google Workspace

Where Skyfall integrates with Google APIs (including Gmail, Drive, Calendar, Contacts, Identity, Cloud Platform), the integration is subject to Google’s applicable terms, including the Google API Services User Data Policy and its Limited Userequirements. Skyfall’s use of data received from Google APIs adheres to those requirements as described in our Privacy Policy. Client is responsible for maintaining its Google Workspace or Google Cloud accounts in good standing and for any fees charged by Google.

10.2 Zoho Services

Where Skyfall customizes, configures, or develops extensions for Zoho services (Zoho One, Zoho CRM, Zoho Creator, Zoho Books, Zoho Desk, Zoho Catalyst, and related modules), Client is the account-holder of the Zoho tenant, and Client’s use of Zoho is subject to Zoho’s Terms of Service and Privacy Policy. Skyfall accesses Client’s Zoho tenant only under credentials or roles Client provisions and may revoke at any time. Skyfall is not liable for Zoho service outages, API changes, deprecations, or pricing changes.

10.3 AI Providers (OpenAI, Anthropic, Google Gemini, etc.)

AI features built on third-party model APIs are subject to the model provider’s terms of service and acceptable-use policies. Output produced by such models may be inaccurate, biased, or otherwise unsuitable for the intended purpose; Client is responsible for human review and validation before relying on output for any consequential decision. Skyfall configures provider APIs with the strictest data-handling options the provider supports (including no-training and zero-retention modes where available) but cannot guarantee absolute privacy of prompts and outputs sent to a third party.

11. Data Protection & Confidentiality

11.1 Data Protection

Where Skyfall processes Personal Data on Client’s behalf in connection with the Services, the parties shall execute a written Data Processing Agreement incorporating the Standard Contractual Clauses where applicable. Each party shall comply with applicable data-protection laws including GDPR, UK GDPR, CCPA/CPRA, LGPD, and PIPEDA. See our Privacy Policy for further detail.

11.2 Confidentiality

Each party (“Receiving Party”) shall hold in confidence non-public information disclosed to it by the other party (“Disclosing Party”) that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”), including business plans, trade secrets, customer lists, source code, financial information, and the contents of any unannounced SOW.

The Receiving Party shall (i) use Confidential Information only to perform under these Terms, (ii) protect it with at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and (iii) restrict access to personnel and contractors bound by confidentiality obligations no less protective than those in this Section.

Confidentiality obligations do not apply to information that is (a) publicly known through no fault of the Receiving Party, (b) rightfully received from a third party without confidentiality obligation, (c) independently developed without reference to the Confidential Information, or (d) required to be disclosed by law or court order, provided the Receiving Party gives prompt notice (where lawful) so the Disclosing Party may seek a protective order.

Confidentiality obligations survive for five (5) years after termination, except that obligations regarding trade secrets continue for so long as the information qualifies as a trade secret under applicable law.

12. Non-Solicitation

During the term of an engagement and for twelve (12) months after termination, neither party will directly or indirectly solicit for employment or engagement any employee or contractor of the other party who was substantially involved in the engagement, without the other party’s written consent. General public job postings and unsolicited applications are not a breach of this Section.

13. Warranties & Disclaimer

13.1 Mutual Warranties

Each party warrants that it has the right and authority to enter into these Terms and to perform its obligations hereunder, and that it will comply with applicable laws in the performance of these Terms.

13.2 Skyfall Service Warranty

Skyfall warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For a period of thirty (30) days from delivery of a Deliverable (the “Warranty Period”), Skyfall will, at no additional charge, correct material non-conformities between the Deliverable and the acceptance criteria specified in the SOW. This is Client’s sole and exclusive remedy for breach of the service warranty.

13.3 Warranty Exclusions

The warranty does not cover issues caused by:

• modifications to the Deliverables made by Client or any third party not authorized in writing by Skyfall;
• changes, deprecations, breaking changes, or outages of Third-Party Platforms (e.g., Google API changes, Zoho schema changes, OpenAI model deprecations);
• use of the Deliverables outside the documented operating environment or for purposes outside the SOW;
• feature requests, enhancements, or scope changes outside the original SOW (which require a Change Order);
• force majeure events (see Section 18);
• issues arising in third-party hosting environments operated by Client.

13.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES, DELIVERABLES, AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SKYFALL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

14. Service Levels & Support (SaaS Products)

For Skyfall SaaS Products, we will use commercially reasonable efforts to maintain availability and to respond to support requests within targets specified in an applicable Service Level Agreement (“SLA”) or support addendum. In the absence of an SLA, no specific availability or response-time commitment is made.

Scheduled maintenance, force-majeure events, and outages of Third-Party Platforms are excluded from availability calculations. Service credits (if any) are Client’s sole and exclusive remedy for failures to meet SLA targets.

15. Indemnification

15.1 By Skyfall

Skyfall shall defend Client against any third-party claim alleging that the Deliverables, as delivered by Skyfall and used in accordance with these Terms and the SOW, infringe a valid copyright, registered trademark, or registered patent enforceable in the jurisdictions agreed in writing, and shall pay damages and reasonable costs finally awarded against Client (or agreed in settlement approved by Skyfall) arising from such claim.

This obligation does not apply where the claim arises from (i) Client Data, (ii) Third-Party Materials or Third-Party Platforms, (iii) modifications not made by Skyfall, (iv) use outside the SOW or in combination with materials not supplied by Skyfall where the claim would not have arisen but for such combination, or (v) Skyfall’s compliance with Client’s specifications.

If a Deliverable is held or, in Skyfall’s reasonable opinion, may be held to infringe, Skyfall may, at its option and expense, (a) procure for Client the right to continue using it, (b) modify or replace it to make it non-infringing, or (c) terminate the affected portion of the SOW and refund the fees paid for the infringing Deliverable. This is Client’s sole and exclusive remedy for infringement claims.

15.2 By Client

Client shall defend Skyfall against any third-party claim arising from (i) Client Data, (ii) Client’s breach of Section 8 (Acceptable Use), (iii) Client’s use of the Deliverables in violation of these Terms, applicable law, or a Third-Party Platform’s terms, or (iv) Client’s specifications, and shall pay damages and reasonable costs finally awarded against Skyfall (or agreed in settlement approved by Client).

15.3 Procedure

Indemnification obligations are conditioned on (a) prompt written notice of the claim, (b) sole control of defense and settlement by the indemnifying party (provided settlement does not impose any non-monetary obligation on the indemnified party without consent), and (c) reasonable cooperation by the indemnified party at the indemnifying party’s expense.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SKYFALL UNDER THE SOW GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The foregoing limitations do not apply to (i) breach of confidentiality obligations under Section 11, (ii) a party’s indemnification obligations under Section 15, (iii) Client’s payment obligations, (iv) a party’s fraud, gross negligence, or willful misconduct, or (v) any liability that cannot be limited under applicable law (such as liability for death, personal injury, or fraud).

17. Insurance

Skyfall maintains, or will obtain on reasonable request, professional-liability (errors & omissions) and cyber-liability insurance in amounts customary for global software-development firms of similar size and scope. Certificates of insurance are available on written request under reasonable confidentiality terms.

18. Force Majeure

Neither party shall be liable for failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, epidemics or pandemics, labor disputes, internet or telecommunications outages, failures or breaches of Third-Party Platforms, and country-wide internet shutdowns. The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.

19. Term & Termination

19.1 Term

These Terms remain in effect for so long as Client uses the Services or has an active SOW with Skyfall. Each SOW has the term stated in it.

19.2 Termination for Cause

Either party may terminate an SOW or these Terms for material breach by the other party that is not cured within thirty (30) days of written notice describing the breach in reasonable detail (or fifteen (15) days for non-payment).

19.3 Termination for Convenience

Unless the SOW states otherwise, Client may terminate a time-and-materials engagement for convenience on thirty (30) days’ written notice, paying Skyfall for all work performed, expenses incurred, and non-cancellable commitments up to the effective date of termination. Fixed-price engagements are not terminable for convenience without payment of the contracted milestone fee.

19.4 Effects of Termination

• Client shall pay all fees accrued through the effective date of termination.
• Skyfall shall hand over, upon payment in full, all source code and assets for accepted Deliverables.
• Each party shall return or destroy the other party’s Confidential Information on request, subject to retention required by law and routine backup retention.
• Sections that by their nature should survive termination (including 9 (IP), 11 (Confidentiality), 13.4 (Disclaimer), 15 (Indemnification), 16 (Limitation of Liability), 21 (Governing Law) and this Section 19.4) shall so survive.

20. Compliance with Laws; Anti-Bribery; Sanctions & Export

Each party shall comply with all laws, rules, and regulations applicable to its performance under these Terms, including, without limitation, anti-bribery and anti-corruption laws (the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), the UK Bribery Act 2010, and equivalent local laws), anti-money-laundering laws, economic sanctions, and export-control laws.

Without limiting the foregoing, each party shall comply with the export-control and sanctions laws of the United States, including the U.S. Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security, the International Traffic in Arms Regulations (“ITAR”), and sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”), as well as the export-control and sanctions regimes of the European Union, the United Kingdom, and the United Nations. Neither party shall, directly or indirectly, export, re-export, transfer, or make available any Services, Deliverables, or related technology to: (i) any country, region, or government subject to comprehensive U.S. or other applicable sanctions (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Kherson, Luhansk, and Zaporizhzhia regions of Ukraine); (ii) any person or entity listed on OFAC’s Specially Designated Nationals (SDN) List, the U.S. Department of Commerce’s Entity List or Denied Persons List, the EU Consolidated List, the UK Sanctions List, or any UN Security Council Consolidated List; or (iii) any end-use prohibited by applicable export-control law (including nuclear, chemical, biological, missile, or military-intelligence end-uses).

Each party represents that it is not listed on, and is not 50% or more owned or controlled by a party listed on, any of the foregoing restricted-party lists. Client is responsible for determining whether any export license or authorization is required for its use of the Services.

21. Governing Law, Arbitration, Class-Action and Jury-Trial Waivers

21.1 Governing Law

These Terms, and any non-contractual obligations or claims arising out of or in connection with them or the Services, are governed by and shall be construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict-of-laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA).

21.2 Informal Resolution

Before initiating arbitration, the parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) through informal negotiation. A party must first send written notice of the Dispute to the other party (to info@skyfallhq.netin Skyfall’s case) describing the nature and basis of the Dispute and the requested relief. The parties shall confer in good faith for at least sixty (60) days following such notice before commencing arbitration.

21.3 Binding Arbitration — JAMS, New York

Any Dispute not resolved through informal negotiation shall be finally resolved by binding arbitration administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules and Procedures then in effect (or, if all Disputes claim less than US$250,000, the JAMS Streamlined Arbitration Rules). The arbitration shall be conducted before a single arbitrator (or three arbitrators if any party’s claim exceeds US$5,000,000) experienced in technology and commercial-contract disputes. The seat and legal place of the arbitration shall be New York, New York, United States of America. The language of the arbitration shall be English. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this arbitration agreement, and the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards applies to enforcement abroad.

21.4 Carve-outs

Notwithstanding Section 21.3, either party may (i) seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, trade secrets, or Confidential Information, and (ii) bring an action to collect unpaid, undisputed invoices in any court of competent jurisdiction. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and the Southern District of New York, for any judicial proceedings permitted by this Section.

21.5 Class-Action and Collective-Action Waiver

To the maximum extent permitted by applicable law, each party waives the right to participate in a class action, collective action, representative action, mass action, or consolidated proceeding against the other party.Disputes shall be brought only in the parties’ individual capacities, not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate the claims of more than one party and may not preside over any class or representative proceeding. If this waiver is found to be unenforceable in a particular Dispute, that Dispute (and only that Dispute) shall be severed from arbitration and adjudicated in court.

21.6 Jury-Trial Waiver

To the maximum extent permitted by applicable law, each party irrevocably waives its right to a trial by jury in any judicial proceeding arising out of or relating to these Terms, the Services, or any Dispute permitted to proceed in court under Sections 21.4 or 21.5.

21.7 Limitation Period

Any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) yearafter the cause of action accrues; otherwise, the claim is permanently barred. This limitation does not apply to Client’s payment obligations or where prohibited by mandatory law.

21.8 Costs and Fees

Each party shall bear its own attorneys’ fees and costs in arbitration, except (i) JAMS administrative fees shall be allocated as provided by the applicable JAMS rules, and (ii) the prevailing party in any judicial proceeding permitted by Section 21.4 shall be entitled to recover reasonable attorneys’ fees and costs.

22. Notices

Notices must be in writing and delivered (i) personally, (ii) by internationally recognized courier with tracking, or (iii) by email with confirmation of delivery, to the addresses set out in the SOW or, for Skyfall, to info@skyfallhq.net with a hard-copy follow-up to the registered address in Section 1 for formal legal notices.

23. Assignment

Neither party may assign these Terms or an SOW without the other party’s prior written consent, except that either party may assign without consent to (i) an Affiliate or (ii) a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of the non-assigning party and assumes all obligations in writing. Any other purported assignment is void.

24. Modifications

We may update these Terms from time to time. The “Last Updated” date at the top of this page indicates the latest version. Material changes will be notified through a prominent notice on the Site or, where required by an active SOW, by direct written notice. For active SOW Clients, material changes do not apply retroactively to that SOW unless agreed in writing. Continued use of the Site or the Services after a change constitutes acceptance.

25. Miscellaneous

• Independent contractors. The parties are independent contractors; nothing creates an agency, partnership, joint venture, or employment relationship.
• No third-party beneficiaries. These Terms do not confer any rights or remedies on any person other than the parties.
• Entire agreement. These Terms, together with any signed SOW, MSA, DPA, and the Privacy Policy, constitute the entire agreement between the parties and supersede prior agreements or communications on the same subject matter.
• Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force.
• Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Counterparts & electronic signature. An SOW may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one instrument.
• Headings. Section headings are for convenience only and have no legal effect.
• Language. The English version of these Terms is the controlling version; any translation is for convenience only.