Terms & Conditions
Terms & Conditions
This page governs your use of visionmost.com and states the default commercial position for our engagements. A signed engagement letter or master agreement always takes precedence over anything written here.
01 Parties and precedence
PALEO HOLDINGS LTD (“Visionmost”, “the firm”), registration number HE 448604, registered office Filippou 11, Agios Dometios, 2363 Nicosia, Cyprus, operates this website and provides the services described on it. Where a signed agreement, a statement of work and this page conflict, they rank in that order.
02 The website
You are welcome to read, quote and share these pages for the purpose of evaluating the firm. Automated collection at a volume that affects availability, attempts to reach systems not published here, and any use that misrepresents the firm are not permitted. We may restrict access from an address that does any of these.
03 Statements on this site
Descriptions of practices, capabilities and method describe how we usually work. They are informational, not an offer, and they do not form part of any contract unless repeated in a signed document. Where a page names a technology, that reflects current production use and may change.
04 Marks and materials
The Visionmost name, the logo mark, and the text, layout and code of this site are the property of PALEO HOLDINGS LTD. Third-party product names appear for description only and remain the property of their owners; their appearance implies no partnership, certification or endorsement in either direction.
05 How engagements are formed
An engagement begins when a statement of work is signed by both parties. Each statement of work sets out the scope, the assessment period, the team, the schedule, the commercial terms and the conditions for completion. Nothing said in a call, an email or a proposal draft creates an obligation to perform until that document exists.
Changes to scope are handled by a written change note that states the effect on schedule and fees before work on the change starts.
06 Client obligations
Delivery depends on the client providing access to the relevant systems, repositories and environments, a named decision-maker available within two working days, and accurate information about existing licences, contracts and constraints. Where access is withheld or delayed, dates move by the equivalent period and standby time may be charged at the agreed rate.
07 People and non-solicitation
Everyone assigned to an engagement is an employee or long-term contractor of the firm. We will not replace a named lead without telling the client in advance and providing an overlap period.
During an engagement and for six months afterwards, neither party will directly solicit the other’s personnel who worked on it. A general advertisement not targeted at those individuals is not a breach of this clause.
08 Fees, expenses, indexation
Fees are quoted in euro and exclude VAT and any withholding imposed outside Cyprus. Retained engagements are invoiced monthly in advance; assessment periods and fixed-scope work are invoiced on the milestones named in the statement of work. Payment falls due within 21 days of the invoice date.
Travel and third-party costs are charged at cost with prior written approval. Rates on engagements running longer than twelve months may be adjusted once per year, on sixty days’ notice, by no more than the change in the Cyprus harmonised index of consumer prices over the preceding year.
09 Rights in deliverables
On payment of the invoices covering the relevant work, all intellectual property rights in the source code, configuration, infrastructure definitions and written deliverables created for the engagement are assigned to the client. Until payment, the client holds a licence to use them for evaluation and internal testing only.
The firm retains ownership of general methods, know-how and pre-existing or independently developed components. Where such a component is embedded in a deliverable, the client receives a perpetual, worldwide, irrevocable, royalty-free licence to use, modify and sublicense it as part of that deliverable.
10 Open source and third-party code
Deliverables normally include open source dependencies. We record them, together with their licences, in a bill of materials handed over with the work, and we avoid licences incompatible with the client’s stated distribution model where that model has been disclosed to us. Third-party commercial licences remain the client’s responsibility to hold.
11 Acceptance and defects
Deliverables are reviewed against the acceptance criteria in the statement of work. The client has 10 working days to accept or to give written reasons for rejection; after that period, and on any use of the deliverable in production, it is treated as accepted.
We warrant that services are performed with the care and skill of a competent professional supplier and that accepted deliverables will conform materially to their specification for 90 days. Our obligation for a defect notified in that window is to correct it at our cost. This replaces all implied warranties to the extent the law permits.
12 Liability and force majeure
Neither party limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited by law. Subject to that, each party’s aggregate liability under an engagement is capped at the fees paid or payable under it during the twelve months before the event giving rise to the claim, and neither party is liable for indirect or consequential loss, loss of profit, anticipated savings, goodwill or data.
Neither party is in breach for a delay caused by an event beyond its reasonable control. If such an event continues for more than thirty days, either party may end the engagement on written notice, with payment due for work performed.
13 Ending an engagement
Retained engagements run until either party gives 45 days’ written notice. Fixed-scope engagements end on acceptance of the final deliverable. Either party may terminate immediately for a material breach not remedied within 15 days of written notice, or on the other’s insolvency.
Handover is not conditional on the reason for termination: in every case we deliver current source, documentation and credentials, and complete the transfer sessions named in the statement of work, against payment of undisputed invoices.
14 Law and disputes
These terms are governed by the law of the Republic of Cyprus. The parties will attempt to resolve a dispute at director level within thirty days before starting proceedings. Failing that, the courts of Nicosia have exclusive jurisdiction. If any provision is found unenforceable, it is severed and the rest continues in force.
Questions about these terms: app@visionmost.com.