4. Financial Terms & Billing

We operate on a strict milestone-based billing protocol for singular projects, and automated recurring billing for retainer services.

• Deposits: A non-refundable 50% deposit is standard for all custom development and design projects prior to the commencement of any work.
• Late Payments: Invoices are strictly net-15. Balances remaining unpaid after 15 days of the invoice date will accrue a late fee of 1.5% per month. Keliyo reserves the right to halt development, suspend hosting, or pause SEO campaigns until financial accounts are reconciled in full.
• Refunds: All refund requests are governed exclusively by our formal Refund & Cancellation Policy.

5. Intellectual Property Rights

We build it, but upon final settlement, you own it.

• Client Ownership: Upon receipt of full and final payment, Keliyo transfers 100% of the intellectual property rights of the final deployed code, graphic designs, and digital assets to you.
• Agency Rights (Pre-Payment): Until the final invoice is cleared, Keliyo retains absolute ownership of all drafts, wireframes, code snippets, and architectures.
• Portfolio Display: Unless explicitly restricted by a Non-Disclosure Agreement (NDA), Keliyo retains the non-exclusive right to display the completed project within our portfolio, case studies, and marketing materials to showcase our technical capabilities.

6. Limitation of Liability & Warranties

Keliyo endeavors to provide error-free, high-performance digital solutions, but we cannot guarantee that software will be entirely immune to third-party disruptions.

• Third-Party Platforms: We hold no liability for service interruptions, data losses, or API deprecations caused by third-party providers (e.g., AWS, Shopify, WordPress core updates, or payment gateways).
• SEO & Algorithms: Search engine algorithms are proprietary and constantly evolving. While we execute data-backed SEO strategies, Keliyo expressly disclaims any guarantee of specific Google rankings, traffic volumes, or resulting sales metrics.
• Liability Cap: In no event shall Keliyo's total cumulative liability for any claim arising out of these Terms exceed the total fees paid by the client to Keliyo during the three (3) months preceding the incident.

7. Confidentiality

Both parties agree to hold all proprietary business information, trade secrets, data architectures, and customer lists shared during the engagement in the strictest confidence. Such information will not be disclosed to any third party without explicit written consent, surviving the termination of this agreement.

8. Termination of Services

We believe in mutual, ongoing value. However, contracts may be terminated under the following conditions:

• By Client: You may terminate recurring retainer agreements (e.g., SEO, Maintenance) by providing written notice at least fifteen (15) days prior to the next billing cycle.
• By Keliyo: We reserve the right to terminate any project or ongoing service immediately, without refund, in the event of persistent non-payment, breach of these Terms, or toxic/abusive communication directed at our engineering or support staff.

Upon termination for any reason, all outstanding balances for work already completed become immediately due and payable.