Terms of Service

1. Definitions

• “Aphelion”, “we”, “us” — Aphelion Ltd., a company registered in Mauritius.
• “Client”, “you” — the individual or organisation engaging our services or using our website.
• “Services” — the cloud, AI, cybersecurity, managed services, software development and related professional services we provide.
• “Website” — aphelion-group.com and any subdomains.

2. Use of this website

You may use this website for lawful purposes only. You agree not to misuse the site, including by attempting to gain unauthorised access, introducing malware, scraping content at scale, or interfering with its operation. Intellectual property on the site — including the Aphelion, Broadsword and Tailwind Labs marks, text, graphics and code — remains our property or that of our licensors and may not be reproduced without permission, except as permitted by applicable law.

3. Engagement of services

Services are engaged through a signed MSA and one or more SOWs. Each SOW will set out the scope, deliverables, milestones, fees, acceptance criteria and applicable service levels. Work does not commence until the relevant agreement is signed by both parties, except for the free infrastructure assessment, which is provided on a no-obligation basis subject to these Terms.

4. Service levels

Where a Service includes a service-level agreement (SLA), the specific uptime, response-time and credit terms are defined in the relevant SOW or service catalogue entry. General indicative levels (such as 99.99% uptime on managed infrastructure and under-15-minute P1 incident response) are published on our website for information only and do not constitute a binding commitment unless restated in your signed agreement.

5. Fees, invoicing and taxes

Fees are as set out in your SOW. Unless otherwise stated, fees are quoted exclusive of applicable taxes (including Mauritius VAT), which will be added where required. Invoices are payable within thirty (30) days of the invoice date unless a different term is agreed in writing. Late payment may attract interest at the maximum rate permitted by law.

6. Client responsibilities

To enable us to deliver Services, you agree to:

• Provide accurate information and timely access to systems, data and personnel as reasonably required;
• Maintain your own licences, consents and regulatory approvals for data you ask us to process;
• Comply with your obligations under our agreements, including payment and acceptable-use obligations;
• Notify us promptly of any incident, change or issue that may affect the Services.

7. Confidentiality and data

Each party will keep the other’s confidential information confidential and use it only to perform or receive the Services. Our handling of personal data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (DPA) executed as part of your engagement.

8. Intellectual property

We retain ownership of our pre-existing methodologies, tools (including Broadsword and Tailwind Labs), templates and intellectual property. Custom deliverables created for you under a SOW are assigned to you on full payment, except for our underlying tools and frameworks, which are licensed to you for your internal use as part of the delivered Service.

9. Warranties and disclaimers

We warrant that Services will be performed with reasonable skill and care consistent with industry practice. To the maximum extent permitted by law, this website is provided “as is” without warranty of any kind, and we exclude implied warranties as to accuracy, availability or fitness for a particular purpose. Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law.

10. Limitation of liability

To the maximum extent permitted by law, our aggregate liability under or in connection with an engagement (other than for death, personal injury, fraud, breach of confidentiality or any other liability that cannot be limited by law) is capped at the fees paid by you for the Service giving rise to the claim in the twelve (12) months preceding the event. We are not liable for indirect, consequential or loss-of-profit damages.

11. Term and termination

Engagements run for the term set out in your MSA or SOW. Either party may terminate for material breach not cured within thirty (30) days of written notice, or immediately for insolvency, unlawful conduct or breach of confidentiality. On termination, you will pay for Services rendered up to the effective date, and each party will return or destroy the other’s confidential information as directed.

12. Governing law and jurisdiction

These Terms and any dispute arising out of or in connection with them or our Services are governed by the laws of the Republic of Mauritius, subject to any different governing-law clause expressly agreed in a signed agreement. The courts of Mauritius have exclusive jurisdiction, except that we may bring proceedings to protect our intellectual property in any jurisdiction.

13. Changes to these Terms

We may update these Terms from time to time. The effective date above indicates when the current version took effect. Continued use of the Website or Services after changes take effect constitutes acceptance of the updated Terms.