Last updated: April 2026  ·  Version 1.0

These Terms govern all commercial engagements between Delitron Tech Ltd and its clients. By entering into a Statement of Work, Licence Agreement, or any other commercial arrangement with Delitron, you agree to these Terms. Where a signed agreement expressly conflicts with these Terms, the signed agreement prevails.

1. Definitions

2. Engagement and Scope

All engagements are governed by these Terms together with the applicable SOW or Licence Agreement. Each SOW forms a separate contract and incorporates these Terms by reference. In the event of conflict, the SOW prevails for project-specific terms; these Terms prevail for all general legal provisions unless the SOW expressly states otherwise.

3. Products: Licence Terms

3.1 Grant of licence

Subject to payment of applicable fees, Delitron grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the relevant Product(s) for the Client’s internal business purposes only, for the territory and term specified in the applicable Licence Agreement or SOW.

3.2 Restrictions

The Client must not:

• Copy, modify, adapt, translate, reverse-engineer, decompile, or create derivative works of any Delitron Product or Licensed IP;
• Sub-license, sell, resell, transfer, assign, or otherwise make available the Product to any third party;
• Remove or alter any proprietary notices, copyright marks, or branding;
• Use the Product for purposes outside the agreed scope or in violation of applicable law;
• Use the Product to build a competing product or service.

3.3 Custom-tailored products

Where a Product is customised for the Client, the customisation is delivered under the relevant SOW. Unless the SOW expressly states that ownership of specific customisations vests in the Client, all customisations remain the intellectual property of Delitron and are licensed to the Client on the terms in this clause 3.

3.4 Trial and evaluation access

Where Delitron provides trial or evaluation access, it is provided “as-is” with no warranties, for the stated trial period only, and may be terminated by Delitron at any time without cause.

4. Services

4.1 Delivery

Delitron will deliver Services with reasonable skill and care, consistent with industry standards. Timelines in SOWs are estimates unless expressly stated as firm commitments.

4.2 Client obligations

The Client must provide Delitron with timely access to personnel, systems, data, and approvals necessary for delivery. Delays caused by the Client do not constitute a breach by Delitron and may result in timeline and cost adjustments as set out in the SOW.

4.3 Change requests

Any change to agreed scope must be submitted as a written change request. Delitron will assess impact on timeline and cost within 5 business days. No change is binding until both parties have executed a written change order.

4.4 Acceptance

Unless the SOW specifies an acceptance testing procedure, Deliverables are deemed accepted if the Client does not provide written, reasoned objection within 7 business days of delivery. Feedback must identify specific non-conformities with reference to the agreed specification.

5. Intellectual Property

5.1 Delitron IP

All intellectual property rights in Delitron’s pre-existing works, Products, platforms, methodologies, tools, frameworks, and any enhancements or developments thereof remain exclusively vested in Delitron. Nothing in these Terms or any SOW transfers ownership of Delitron IP to the Client.

5.2 Client IP

All intellectual property rights in materials, data, and content provided by the Client to Delitron remain vested in the Client. The Client grants Delitron a limited licence to use such materials solely for the purpose of delivering the Services.

5.3 Bespoke Deliverables

Unless the SOW expressly states that ownership of specific bespoke Deliverables is assigned to the Client on full payment, all Deliverables are licensed (not transferred) to the Client. Where assignment is agreed, it takes effect only upon receipt of full payment, and excludes any underlying Delitron IP incorporated therein (which remains licensed, not transferred).

5.4 Feedback

Any feedback, suggestions, or ideas provided by the Client regarding Products or Services may be used by Delitron without restriction or compensation. No rights are created in the Client by virtue of providing feedback.

6. Fees and Payment

6.1 Fees

Fees are as specified in the applicable SOW or Licence Agreement. All fees are exclusive of applicable taxes (including VAT/GST where applicable). The Client is responsible for all applicable withholding taxes in their jurisdiction.

6.2 Invoicing and payment

Unless otherwise agreed in writing, invoices are due within 30 days of issue. Licence fees for annual or multi-year terms are payable in advance unless staged payment is agreed in the SOW.

6.3 Late payment

Unpaid amounts accrue interest at the rate of 2% per month (or the maximum permitted by applicable law, whichever is lower) from the due date. Delitron reserves the right to suspend access to Products and Services upon 7 days’ written notice where any undisputed invoice remains unpaid beyond 15 days of the due date. Suspension does not waive Delitron’s right to recover fees.

6.4 Disputed invoices

The Client must notify Delitron of any disputed invoice in writing within 7 days of receipt, specifying the grounds for dispute. Undisputed amounts remain payable on the original due date.

7. Confidentiality

7.1 Obligations

Each party agrees to hold the other’s Confidential Information in strict confidence, not to disclose it to any third party without prior written consent, and to use it only for the purposes of the commercial relationship. These obligations apply during the engagement and for 5 years thereafter.

7.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed pursuant to applicable law, regulation, or court order (with prior written notice to the disclosing party where legally permissible).

7.3 Survival

Confidentiality obligations survive termination of the engagement for the period stated in clause 7.1.

8. Data Protection

Each party will comply with its obligations under applicable data protection laws, including the GDPR and any applicable national implementing legislation.

Where Delitron processes personal data on behalf of the Client in the course of delivering Services, the parties will execute a Data Processing Agreement (DPA) in the form required by GDPR Art. 28. Where the Client processes personal data using a Delitron Product, the Client does so as a data controller and is solely responsible for lawful basis, notices, and compliance in that capacity.

Delitron’s Privacy Policy (available at delitron.tech/privacy-policy) governs personal data processed by Delitron as controller, including contact and account data of Client representatives.

9. Representations and Warranties

9.1 Delitron warrants that:

• It has full authority to enter into these Terms and grant the licences contained herein;
• It will deliver Services with reasonable skill and care;
• To its knowledge, Delitron’s Products and Deliverables do not infringe any third-party intellectual property rights (subject to the carve-out in 9.3).

9.2 Client warrants that:

• It has full authority to enter into these Terms and any applicable SOW;
• Any materials, data, or content it provides to Delitron do not infringe third-party rights and may lawfully be used by Delitron for the agreed purposes;
• It will comply with all applicable laws in its use of the Products and Services.

9.3 Disclaimer

Except as expressly stated in clause 9.1, Products and Services are provided without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. Delitron does not warrant that Products will be uninterrupted, error-free, or free of security vulnerabilities at all times.

10. Limitation of Liability

10.1 Mutual cap

Each party’s aggregate liability to the other for all claims arising under or in connection with these Terms or any SOW, whether in contract, tort, or otherwise, is limited to the total fees paid or payable by the Client to Delitron in the 12 months immediately preceding the event giving rise to the claim.

10.2 Exclusion of consequential loss

Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business, or goodwill, even if advised of the possibility of such loss.

10.3 Exceptions

The limitations in this clause 10 do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) Client’s obligation to pay fees due; (e) a party’s breach of confidentiality obligations.

11. Indemnification

The Client will defend, indemnify, and hold harmless Delitron from any third-party claim arising out of: (a) the Client’s breach of these Terms; (b) the Client’s use of Products or Services in violation of applicable law; (c) any claim that Client-provided content or data infringes a third party’s rights.

Delitron will defend and indemnify the Client from any third-party claim alleging that a Delitron Product (in unmodified form) infringes a third party’s intellectual property right, provided that: (i) Client gives prompt written notice; (ii) Delitron has sole control of the defence; and (iii) the Client provides reasonable cooperation. This indemnity does not apply to infringement arising from Client modifications, combination with third-party materials, or use outside permitted scope.

12. Term and Termination

12.1 Term

These Terms remain in effect for the duration of any active SOW or Licence Agreement. Individual SOWs and licences terminate on their stated expiry dates unless renewed.

12.2 Termination for cause

Either party may terminate any SOW or Licence Agreement with immediate effect on written notice if the other party: (a) commits a material breach and fails to remedy it within 30 days of written notice; (b) becomes insolvent, enters administration, or ceases to carry on business; (c) commits a fraudulent act.

12.3 Termination for convenience

Where expressly provided in a SOW, either party may terminate on the notice period stated therein. In the absence of such provision, Services may not be terminated for convenience unless agreed in writing.

12.4 Effects of termination

On termination: (a) all licences granted to the Client terminate immediately; (b) the Client must cease use of all Products and Licensed IP; (c) each party will promptly return or destroy the other’s Confidential Information on request; (d) all accrued payment obligations survive; (e) Deliverables completed and paid for prior to termination are not affected.

13. Suspension

Delitron may suspend access to Products or Services (without liability) upon written notice in the event of: (a) non-payment as set out in clause 6.3; (b) suspected misuse, security breach, or abuse; (c) violation of the usage restrictions in clause 3.2; or (d) any instruction from a regulatory or law enforcement authority.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to conflict of laws principles.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be resolved as follows:

1. Negotiation: The parties will attempt to resolve any dispute by senior management negotiation within 30 days of written notice.
2. Arbitration (international disputes): Where the Client is domiciled outside Cyprus, disputes not resolved by negotiation shall be referred to and finally resolved by arbitration under the Rules of the Cyprus Arbitration and Mediation Centre (CAMC) or, at Delitron’s election, the ICC Rules, with the seat of arbitration in Nicosia, Cyprus. The arbitration shall be conducted in English. The award shall be final and binding.
3. Courts (Cyprus-domiciled clients): Where the Client is domiciled in Cyprus, the courts of the Republic of Cyprus shall have exclusive jurisdiction.

Nothing in this clause prevents Delitron from seeking urgent injunctive relief in any competent court to protect its intellectual property or Confidential Information.

15. General

15.1 Entire agreement

These Terms, together with any applicable SOW or Licence Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, representations, or agreements. No Client purchase order terms apply unless expressly agreed in writing by Delitron.

15.2 Amendments

Delitron may update these Terms by providing 30 days’ written notice to active clients. Continued use of Products or Services after the effective date constitutes acceptance of the revised Terms. For material changes, Delitron will notify clients by email to the address on record.

15.3 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without Delitron’s prior written consent. Delitron may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the Client.

15.4 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force.

15.5 Waiver

Failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.

15.6 Force majeure

Neither party is liable for failure to perform obligations (other than payment) due to causes beyond its reasonable control, including natural disasters, war, cyberattacks affecting critical infrastructure, or governmental actions, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate.

15.7 Notices

Notices under these Terms must be in writing and sent to the addresses specified in the applicable SOW or Licence Agreement, or to Delitron’s registered address. Email to [email protected] constitutes valid written notice for routine contract communications.

15.8 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates any employment, agency, partnership, or joint venture relationship.

16. Contact

Delitron Tech Ltd
Athalassas 62, Mezzanine
Strovolos 2012, Nicosia, Cyprus
Email: [email protected]
Tel: +357 99 045616