Terms of Service

1. Introduction and scope

These Terms of Service ("Terms") govern the provision of software development and digital solutions services (the "Services") by Atlas facility LLC, a limited liability company registered in the State of Wyoming, United States, trading as ATLAS FACILITY ("ATLAS FACILITY", "we", "us", "our"), to its clients ("Client", "you").

These Terms apply together with the written proposal, quotation or statement of work accepted by the Client (the "Proposal"). Together they form the agreement between the parties (the "Agreement"). Where a term of an accepted Proposal conflicts with these Terms, the Proposal prevails for that engagement.

Our Services are supplied on a business-to-business basis to companies, organisations and professionals acting in the course of their business. They are not offered to consumers.

By accepting a Proposal, or by instructing us to begin work, you confirm that you have read and accepted these Terms and that you are authorised to enter into the Agreement on behalf of the Client.

2. Description of the Services

ATLAS FACILITY provides professional software development and digital solutions services, which may include:

• Custom software development;
• Web application development;
• Mobile application development for iOS and Android;
• Website development;
• API development and integration;
• Business process automation;
• Cloud and technical consulting;
• Software maintenance and technical support.

The Services actually supplied under a given engagement are only those described in the accepted Proposal. Nothing on our website constitutes an offer capable of acceptance; the descriptions published there are indicative of the categories of work we undertake.

3. Proposals and quotations

Following an enquiry, we may issue a written Proposal setting out the scope of work, deliverables, exclusions, assumptions, indicative timeline, price, currency and payment schedule.

A Proposal is valid for the period stated in it, or for thirty (30) days from its date if no period is stated. Prices quoted are based on the information supplied by the Client at the time of quotation. If that information proves to be materially incomplete or inaccurate, we may revise the Proposal before work commences.

No contract is formed, and no amount becomes payable, until the Client accepts the Proposal in writing (including by email). Requesting a quotation is free of charge and creates no obligation.

4. Project scope and changes

The scope of an engagement is defined in the accepted Proposal. Any feature, deliverable or activity not described in the Proposal is outside scope.

Either party may request a change to the scope during the engagement. Requested changes are assessed by ATLAS FACILITY and, where they affect price or timeline, quoted in writing. Additional work is carried out only after the Client approves the corresponding change in writing. Approved changes may extend the delivery timeline.

We do not carry out out-of-scope work, and do not raise charges for it, without the Client's prior written approval.

5. Client responsibilities

Delivery depends on the Client's cooperation. The Client agrees to:

• provide accurate and complete information about requirements, systems and constraints;
• nominate a contact person with authority to give instructions, approvals and sign-off;
• supply content, data, credentials, licences and third-party access reasonably required for the work, in good time;
• review deliverables and provide consolidated feedback or approval within the periods agreed in the Proposal;
• ensure that all materials supplied to us are lawful and that the Client holds the rights necessary for us to use them for the engagement;
• maintain its own backups of data held in its own systems and environments.

Where a delay is caused by the Client, the delivery timeline may be adjusted accordingly and any resulting additional cost may be charged, subject to prior written notice.

6. Intellectual property

Client materials. All content, data, trade marks and materials supplied by the Client remain the property of the Client. The Client grants ATLAS FACILITY a non-exclusive licence to use them for the sole purpose of performing the Services.

Custom deliverables. Upon full payment of all amounts due under the engagement, ATLAS FACILITY assigns to the Client the intellectual property rights in the bespoke deliverables developed specifically for the Client under that engagement, unless the Proposal states otherwise. Until full payment is received, all rights are retained by ATLAS FACILITY.

Pre-existing and generic materials. Tools, libraries, frameworks, components, techniques and know-how that existed before the engagement, or that are of general application and not specific to the Client, remain the property of ATLAS FACILITY. Where such materials are incorporated into a deliverable, the Client receives a perpetual, non-exclusive, worldwide licence to use them as part of that deliverable.

Third-party and open-source components. Deliverables may incorporate third-party or open-source components, which remain subject to their own licences. Those licences are identified where applicable and the Client is responsible for complying with them.

Reference. ATLAS FACILITY will not publish the Client's name, logo or any description of the engagement as a reference without the Client's prior written consent.

7. Fees, invoicing and payment

Pricing. Services are priced on a project basis. The price of an engagement is stated in the accepted Proposal and reflects the scope, complexity, development time, integrations, technical requirements and any maintenance requirements of the work.

Currency. Unless expressly agreed otherwise in writing, all quotations and invoices are issued, and all payments are due, in United States Dollars (USD).

Invoicing. Invoices are issued in accordance with the payment schedule set out in the Proposal. This will usually comprise an initial payment on confirmation of the engagement and one or more further payments against agreed milestones or on delivery. Each invoice states the amount due, the currency, the due date and the accepted payment methods.

Payment methods. Invoices may be settled by major credit or debit card, or by bank transfer, as indicated on the invoice. Card payments are processed by a third-party PCI-DSS compliant payment processor over an encrypted connection. ATLAS FACILITY does not collect, process or store full payment card numbers on its website or on its own systems. Bank charges, currency conversion costs and any fees applied by the Client's own bank or card issuer are borne by the Client.

Taxes. Amounts stated in a Proposal are exclusive of any taxes, levies or duties that may apply. Where such amounts are chargeable, they are shown separately on the invoice and payable in addition.

Late payment. If an invoice remains unpaid after its due date, we may, after giving written notice, suspend work and withhold delivery of pending deliverables until payment is received. Suspension does not relieve the Client of amounts already due, and may extend the delivery timeline.

Recurring charges. Recurring amounts arise only under a maintenance or support arrangement agreed in writing. The recurring amount, the billing period, the renewal arrangements and the notice required to cancel are set out in that arrangement. No recurring charge is created without such an agreement.

Third-party costs. Costs payable to third parties — such as hosting, domain names, software licences, app store fees or external APIs — are identified in the Proposal. They may be paid directly by the Client or, where agreed, advanced by us and recharged at cost.

8. Delivery and acceptance

Deliverables are provided in accordance with the Proposal. Timelines given in a Proposal are estimates made in good faith on the basis of the agreed scope and the Client's timely cooperation; they are not guaranteed dates unless expressly stated as fixed in the Proposal.

On delivery, the Client has the review period stated in the Proposal, or ten (10) business days if none is stated, to test the deliverable against the agreed acceptance criteria and to report in writing any item that does not conform. We will correct non-conforming items at no additional charge.

A deliverable is deemed accepted when the Client confirms acceptance in writing, when the review period expires without a written report of non-conformity, or when the Client puts the deliverable into production use.

9. Revisions

Correction of deliverables that do not conform to the agreed specification is included in the price and is not treated as a revision.

Where the Proposal includes a number of revision rounds, revisions requested within the agreed scope are covered up to that number. Requests that change or extend the agreed scope, or that exceed the included rounds, are treated as a change under section 4 and quoted separately.

10. Maintenance and support

Maintenance and support are provided only where covered by an accepted Proposal or a separate written arrangement. That arrangement defines what is covered, how requests are submitted and handled, and the applicable fee and billing period.

Unless expressly stated, delivery of a project does not include ongoing maintenance, monitoring, hosting or support after acceptance.

11. Third-party services

Deliverables may depend on services operated by third parties, including hosting providers, cloud platforms, payment processors, application stores and external APIs. Those services are governed by their own terms and are outside our control.

ATLAS FACILITY is not responsible for the availability, performance, pricing, policy changes or discontinuation of third-party services. Where a third party changes or withdraws a service in a way that affects a deliverable, any resulting work is treated as a change under section 4.

12. Confidentiality

Each party may receive non-public information belonging to the other in connection with the Services. Each party agrees to keep such information confidential, to use it only for the purposes of the Agreement, and to disclose it only to personnel and subcontractors who need it and who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public without breach of the Agreement, that was already lawfully known to the receiving party, that is independently developed without use of the disclosing party's information, or whose disclosure is required by law or by a competent authority.

Confidentiality obligations survive the end of the Agreement for a period of three (3) years, and indefinitely in respect of information that constitutes a trade secret under applicable law.

13. Data protection

Personal data processed through our website is handled as described in our Privacy Policy.

Where, in the course of an engagement, ATLAS FACILITY processes personal data on behalf of the Client, the Client acts as controller and ATLAS FACILITY as processor. In that case we process such data only on the Client's documented instructions, apply appropriate technical and organisational security measures, and — where required by applicable law — enter into a separate data processing agreement with the Client.

14. Warranties and disclaimers

ATLAS FACILITY warrants that the Services will be performed with reasonable skill and care, in a professional manner, and substantially in accordance with the accepted Proposal.

We do not warrant that software will be free of all defects, that it will operate without interruption, or that it will be compatible with every future version of a third-party platform, browser, device or operating system. Except as expressly stated in these Terms, and to the fullest extent permitted by applicable law, all other warranties, conditions and representations, whether express or implied, are excluded.

Where a deliverable does not conform to the agreed specification and this is reported within the period set out in section 8, our obligation is to correct the non-conformity.

15. Limitation of liability

Nothing in these Terms limits or excludes liability which cannot lawfully be limited or excluded, including liability for fraud or fraudulent misrepresentation.

Subject to the paragraph above, and to the fullest extent permitted by applicable law:

• neither party is liable to the other for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or for any indirect or consequential loss, however arising;
• ATLAS FACILITY is not liable for loss or corruption of data except to the extent directly caused by our failure to exercise reasonable skill and care, and the Client remains responsible for maintaining its own backups;
• the total aggregate liability of ATLAS FACILITY arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total amount actually paid by the Client to ATLAS FACILITY under that engagement in the twelve (12) months preceding the event giving rise to the claim.

16. Term and termination

The Agreement takes effect when the Client accepts the Proposal and continues until the Services have been delivered and all amounts due have been paid, or until terminated in accordance with this section.

Either party may terminate an engagement by written notice if the other party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within fifteen (15) days of written notice, or becomes insolvent, enters liquidation or ceases to carry on business.

The Client may also request cancellation of an engagement at any time by written notice, subject to the Refund & Cancellation Policy.

On termination for any reason: work performed and expenses properly incurred up to the effective date of termination remain payable; third-party costs already committed remain payable; and rights in deliverables transfer only in respect of items paid for in full. Sections 6, 7, 12, 13, 14, 15, 18 and 20 survive termination.

17. Cancellations and refunds

Cancellation rights and the treatment of amounts already paid are set out in full in our Refund & Cancellation Policy, which forms part of these Terms.

In summary: because the Services are professional services performed to order, amounts corresponding to work already performed and to third-party costs already committed are non-refundable. Any balance held and not applied to work performed is refunded in accordance with that policy.

18. Compliance, restrictions and acceptable use

The Client warrants that it will use the Services and deliverables only for lawful purposes and in compliance with all applicable laws and regulations.

ATLAS FACILITY does not accept engagements that are unlawful, that infringe the rights of third parties, or that fall outside software development and digital solutions. We reserve the right to decline or discontinue an engagement that, in our reasonable assessment, would breach this section.

The Services are subject to applicable export control and economic sanctions laws, including those of the United States. The Client warrants that it is not located in, organised under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, and that it is not a person or entity subject to applicable sanctions or restricted-party listings. We may suspend or terminate an engagement where continuing it would breach such laws.

19. Subcontracting and assignment

ATLAS FACILITY may engage subcontractors to perform part of the Services and remains responsible for work performed by them. Subcontractors are bound by confidentiality obligations equivalent to those in section 12.

Neither party may assign or transfer the Agreement without the other party's prior written consent, which will not be unreasonably withheld, except to a successor in connection with a merger, reorganisation or sale of substantially all of its assets.

20. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than an obligation to pay amounts due) where that failure or delay results from an event beyond its reasonable control, including natural disaster, armed conflict, civil disturbance, epidemic, failure of public infrastructure, prolonged failure of telecommunications or utility services, or acts of government. The affected party will notify the other without undue delay and use reasonable efforts to limit the effect.

21. General

Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior discussions and representations.

Severability. If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is to be replaced by a valid provision reflecting its intent as closely as possible.

Waiver. A failure or delay in exercising a right under the Agreement does not constitute a waiver of that right.

Notices. Notices under the Agreement must be given in writing and sent by email to the addresses used by the parties for the engagement, or to the postal address stated in our Legal Notice.

Independent contractor. ATLAS FACILITY performs the Services as an independent contractor. Nothing in the Agreement creates a partnership, joint venture or employment relationship between the parties.

Language. These Terms are drawn up in English. Where a translation is provided for convenience, the English version prevails.

22. Governing law and dispute resolution

The Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-law rules.

In the event of a dispute, the parties agree first to seek resolution in good faith by direct discussion. A party wishing to raise a dispute must notify the other in writing, setting out the issue and the outcome sought. The parties will then attempt to resolve the matter within thirty (30) days of that notice.

Where a dispute cannot be resolved by discussion, it is subject to the exclusive jurisdiction of the competent courts of the State of Wyoming, United States, without prejudice to any alternative dispute resolution procedure the parties may agree in writing.

23. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes in our services or in applicable law. The version in force at the date a Proposal is accepted governs that engagement; a subsequent change does not alter the terms of an engagement already under way unless both parties agree in writing.

The current version is always published on this page, together with its "last updated" date.

24. Contact

Questions about these Terms should be addressed to:

Atlas facility LLC (trading as ATLAS FACILITY)
30 N Gould St, Ste R
Sheridan, WY 82801
United States
Email: contact@atlasorbite.com
Phone: +1 814 953 6134