Terms andconditions.

DetenX is a software house based in London, United Kingdom. The DetenX entity named on your invoice, order or statement of work is the party you contract with. If no entity is named, you contract with the business that operates detenx.studio.

"You" means the person or organisation that buys from us or creates an account. If you buy for a company, you confirm you have authority to bind it, and that company is the customer.

Contact for these terms: hello@detenx.studio.

These terms cover:

• Studio work: websites, apps, custom software and related design or engineering.
• SaaS products we run ourselves, including SMS Marketing, Power Dialer and AI Lead Bot, and any add-on we sell with them.
• Enquiries, proposals, trials and support, unless a signed agreement says otherwise.

A signed statement of work or order can set price, dates and scope. It does not change liability, intellectual property, refunds or this governing law unless it names the section it changes. Website figures, including open rates, call volume and close speed, are examples. They are not a promise of your results. If a proposal and these terms disagree, these terms win, except on price, dates and scope.

Our work is aimed at businesses. You confirm you are buying for the purposes of your trade, craft or profession. If you are a consumer, meaning an individual acting wholly or mainly outside your trade, the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 still apply. Nothing in these terms removes rights that those laws say cannot be removed. Any term that would do that is read down so that it does not.

A contract starts when we confirm it in writing, when you pay, or when you start using a paid product, whichever happens first. A proposal is an invitation, not a contract, until it is accepted. We can refuse any project or account.

Sending a brief or booking a call does not by itself oblige us to start paid work. It does mean you agree to these terms, the Refund Policy and the Privacy Policy for that enquiry.

Scope is what the statement of work describes. Anything outside it, including extra pages, integrations, rounds of revision or new features, is a change. We will tell you the effect on price and time before we do the extra work, and we will not start it until you agree in writing. Email is enough.

You will give us decisions, access, content and feedback within five business days of a request, unless we agree another time. If you delay, dates move by at least the length of the delay, and we can pause the team and bill for time already spent.

A deliverable is accepted when you approve it in writing, or ten business days after we send it if you have not sent a written list of faults that are inside the agreed scope. We will correct those faults within the scope. New ideas found during review are changes, not faults.

We perform studio services with reasonable care and skill. We do not promise that a site, app or integration will be uninterrupted, that third-party platforms will keep their APIs stable, or that the work will produce a particular commercial result.

We give you a non-exclusive right to use the product for your own business during a paid period, within the plan you bought. You do not get the software itself, the models, the infrastructure or the right to resell access unless we agree that in writing.

We will provide the product with reasonable skill and care and will try to keep it available. Maintenance, third-party telecoms or AI providers, and events outside our reasonable control can interrupt it. We do not promise a particular uptime, delivery rate, connect rate, booking rate or return on spend unless a written service level says so.

We can change features, as long as we do not remove the core function you pay for without a reasonable replacement or the chance to cancel before the change. We can update these terms for the product by posting the new version. The new version applies from your next renewal, or sooner if the change is required by law. If a change materially reduces what you bought mid-term, you can cancel that product and we will refund the unused whole months of the current period.

You are responsible for your account, your users, and the data, scripts, lists and content you put through our work or products. You will not use them to break the law, send malware, infringe rights, or harass anyone.

If you use SMS Marketing, Power Dialer, AI Lead Bot, or any studio build that sends messages or makes calls, you confirm that:

• You are the controller of the personal data in your lists. We process that data on your instructions to provide the product. You decide who is contacted, why, and what is said.
• You have a lawful basis, and any consent the law requires, before a message is sent or a call is placed. That includes the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations, including the Telephone Preference Service where it applies.
• If you contact people outside the UK, you comply with the laws of those places, including the US Telephone Consumer Protection Act and state telemarketing rules where they apply.
• Your scripts, offers and identity are accurate, and you honour opt-outs promptly.

We can suspend the affected service immediately if we reasonably believe your use is unlawful, harmful, or likely to put our carriers, numbers or platform at risk. We will tell you unless the law or that risk stops us. Suspension does not by itself refund fees for the period already paid.

You will indemnify us against claims, regulatory fines, carrier penalties, losses and reasonable legal costs arising from your data, your lists, your content, your campaigns, or your breach of this section. We will tell you about a claim that this indemnity covers and let you control the defence if you accept the indemnity in writing and use counsel we reasonably approve. This indemnity is the allocation of risk for activity you control. It does not cover a claim caused by our own breach or negligence.

Fees are those in the order, plan or statement of work, plus VAT if it applies. Studio work is billed as agreed, usually with a kickoff payment before we start. SaaS fees are billed in advance for the period you chose. Third-party costs we pay for you, such as domains, ads, telecoms, app-store fees or software licences, are charged at cost and are not our fees.

Invoices are due within 14 days unless the invoice says otherwise. If a business invoice is late, we may charge interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998, pause the work, and withhold deliverables until the account is clear. We can set off money you owe us against money we owe you.

Refunds are handled only as the Refund Policy describes.

We own our products, platforms, tools, libraries, frameworks, models, prompts that are not specific to you, and the know-how we use across clients. You get no rights in those except the licence in these terms or in an order.

For custom deliverables described in a statement of work, you receive a licence to use them for your business while you pay what is due. Once you have paid all fees for that work, we assign to you the intellectual property in those final custom deliverables, excluding our pre-existing materials and anything we licence to you instead. Until we are paid in full we can withhold source files, handover and launch.

We keep the right to reuse general skills, patterns and components that do not include your confidential information. Open-source software stays under its own licence. You keep ownership of your brand, content and data. You give us a licence to use that material only to do the work.

Unless you tell us in writing before launch that a piece of work is confidential, we may show it in our portfolio, name you as a client, and describe the engagement in general terms. We will not publish confidential numbers or unreleased product details.

Each of us will keep the other's non-public information confidential and use it only for the contract. This does not cover information that is public through no fault of the receiver, already known without a duty, independently developed, or required to be disclosed by law. A party required to disclose will, where lawful, give the other notice. These duties last for three years after the contract ends. Trade secrets last for as long as they stay secret.

Nothing in these terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any other liability that the law of England and Wales does not allow us to limit.

Subject to that, we are not liable for lost profits, lost revenue, lost goodwill, lost data, wasted spend on ads or leads, or any indirect or consequential loss, whether or not we were advised it was possible. For consumers, this does not take away statutory remedies for a service or digital content that is not provided with reasonable care and skill or that fails to meet a statutory quality standard.

Subject to the same carve-outs, our total liability arising out of a product or a statement of work in any 12 month period is limited to the fees you actually paid us for that product or that statement of work in that period. If a claim relates to a one-off project, the cap is the fees paid for that project. The cap is the same for contract, negligence and any other theory.

You will bring a claim within 12 months of when you knew, or should reasonably have known, about the facts giving rise to it, except where a longer period is mandatory.

Either of us can end a statement of work or a subscription for a material breach that is not fixed within 14 days of written notice. Either of us can end immediately if the other becomes insolvent. You can cancel a subscription as the Refund Policy describes. We can end a free trial at any time.

When a contract ends, your licence ends, you will pay for work done and periods already started, and you will export data you need during the access we still provide. Sections that should survive, including payment, intellectual property, confidentiality, indemnity, liability and governing law, keep going.

Neither of us will solicit the other's employees or contractors who worked on the engagement, for six months after they last worked on it. General advertising that is not aimed at those people is fine. The remedy for a breach is a fee equal to 30 percent of that person's first-year remuneration with the hiring party, which both sides agree is a genuine estimate of the cost of replacement.

These terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer living in the UK you may also bring a claim in the courts of the part of the UK where you live, where the law gives you that choice.

We would rather resolve a dispute directly first. Write to hello@detenx.studio with the subject "Dispute" and give us 20 business days to respond before you start proceedings, unless you need urgent relief.

These terms, the Refund Policy, the Privacy Policy, and any order or statement of work are the whole agreement on their subject. They replace earlier talks and drafts. A failure to enforce a term is not a waiver. If a term is held invalid, the rest stays in force and the invalid term is replaced with the closest valid term.

You cannot assign the contract without our written consent. We can assign it to a group company or a buyer of the business, and we will tell you. The Contracts (Rights of Third Parties) Act 1999 does not give anyone else a right to enforce these terms.

We are not liable for delay caused by events outside our reasonable control. Notices under these terms can be sent by email and are received on the next business day after sending, unless the sender receives a bounce.