Terms of Business / Project Terms

Effective date: 3 November 2026 · Version: 3.2

1. Scope and definitions

1.1 Scope. These Terms of Business ("Project Terms") apply to every project, service and deliverable that SALTPIXEL Ltd (Cyprus reg. no. HE 484960, registered address at Demokratias 2, Adreas Kourt, flat 304, 7060 Larnaca, Cyprus, contact email: omar@emarketing.cy, trading as M A L A K A, "SALTPIXEL") provides to a customer (the "Customer"). This includes websites, e-commerce, apps, software, AI chatbots and automations, branding and design, photo, video and drone production, SEO and AI-search visibility, social media, advertising management, hosting, maintenance and support (the "Services"). These Project Terms are designed for business-to-business (B2B) transactions; by ordering Services, the Customer confirms it is acting in the course of its trade, business, craft or profession. Where SALTPIXEL expressly agrees in writing to act for a consumer, mandatory statutory consumer rights under Cyprus and EU law (including the Cyprus Consumer Protection Law 112(I)/2021) prevail over any conflicting B2B provisions in these Project Terms (such as sections 3.4, 14, 16.1 and 19.2), and any statutory right of withdrawal will be set out in the Proposal.

1.2 Your terms do not apply. These Project Terms apply to the exclusion of any terms the Customer proposes, including terms on a purchase order, unless SALTPIXEL agrees otherwise in a document signed by a director.

1.3 Order of precedence. If documents conflict, this order applies, highest first:

the signed Proposal or Statement of Work ("Proposal") for the project;
the Data Processing Agreement ("DPA"), for personal data;
these Project Terms;
the Terms of Service and Privacy Policy published at www.malaka.cy.

1.4 Definitions.

Term	Meaning
Deliverables	Everything SALTPIXEL produces for the Customer under a Proposal
Customer Materials	Content, logos, text, images, data, access credentials and instructions the Customer provides
Scope	The work described in the Proposal, including the stated number of pages, screens, features, revisions and hours
Change Request	Any request for work outside the Scope
Business Day	Monday to Friday, excluding public holidays in Cyprus
Pre-existing IP	SALTPIXEL's code, frameworks, components, templates, plugins, tools, prompts, know-how and designs created before or independently of the project
Fees	The price stated in the Proposal, plus VAT and any agreed expenses

2. Quotes, AI estimates and how a contract is formed

2.1 Estimates are not offers. Prices shown by the M A L A K A calculator, by Elena (our AI assistant), or in any automated message are estimates and invitations to treat. They are generated automatically, are personalised as our Privacy Policy explains, and can contain errors. They do not bind SALTPIXEL.

2.2 Review by our team. Every request is reviewed by SALTPIXEL's technical team. After review we may:

accept the project at the quoted price;
send a reasonable revised offer in writing, if the automated price is too low for the real scope, complexity or risk. The offer states the new price and the reasons;
decline the project, for any lawful reason, without giving reasons (section 15).

2.3 Formation of the contract. A binding contract is formed only when one of these happens:

SALTPIXEL confirms the project in writing (email, signed Proposal, or acceptance in the project portal); or
the Customer accepts SALTPIXEL's revised offer in writing and SALTPIXEL then captures the deposit.

Paying or authorising a deposit is the Customer's offer. It does not by itself create a contract.

2.4 Validity. Written quotes are valid for the period stated on them, or 7 days if none is stated. After that, SALTPIXEL may re-price.

2.5 Assumptions. Quotes are based on the information the Customer gave. If that information is incomplete or wrong, or the real work differs materially, SALTPIXEL may re-quote under section 5 or withdraw.

3. Deposits, payment and late payment

3.1 Deposit as a card hold. To reserve a project the Customer authorises a deposit on its payment card through Stripe. By paying the deposit the Customer accepts this section 3.

The deposit is held, not charged. The money stays in the Customer's bank account until both parties agree to proceed.
If SALTPIXEL accepts the project, the deposit is captured and becomes a non-refundable payment towards the Fees, except as section 16 provides.
If SALTPIXEL declines the project, the hold is cancelled and the full amount released immediately.
If SALTPIXEL sends a revised offer (section 2.2) and the Customer accepts it in writing, the deposit is captured. If the Customer declines it or does not reply within the time stated in the offer (or 5 Business Days if none is stated), the hold is released in full.
Releases are instant on SALTPIXEL's side. The Customer's bank may take several Business Days to show them. SALTPIXEL is not liable for bank delays.
Card holds expire automatically after about 7 days under card-network rules. If no agreement exists by then, the hold lapses and SALTPIXEL may ask for a new authorisation.
If the deposit due under a revised offer is higher than the amount held, the difference is invoiced.

3.2 Payment schedule. Unless the Proposal says otherwise:

Milestone	Amount
Project start (deposit)	30% of the Fees
Design or prototype approval	40%
Before launch or final delivery	30%
Monthly services (hosting, SEO, ads, social, maintenance)	Invoiced monthly in advance

3.3 Invoices and VAT. All prices exclude VAT (SALTPIXEL VAT no. [PLACEHOLDER: Cyprus VAT registration number]), which is added at the applicable Cyprus rate unless the reverse-charge mechanism or an export exemption applies and the Customer provides a valid VAT number. Invoices are payable within 7 days of issue, by bank transfer or card, without set-off or deduction. Sender and intermediary bank transfer fees are paid by the Customer; card surcharges are not applied except where permitted by the Cyprus Payment Services Law (Law 31(I)/2018) and never exceed SALTPIXEL's direct cost.

3.4 Late payment. If an invoice is overdue, SALTPIXEL may:

charge statutory interest under the Late Payment in Commercial Transactions Law (Law 123(I)/2012): the European Central Bank reference rate plus 8 percentage points, from the due date;
charge fixed recovery compensation of €40 per invoice, plus reasonable collection costs;
suspend work, hosting, App access or support after 7 days' written notice, until full payment;
withhold delivery, source code and transfer of rights (section 10) until full payment.

3.5 Expenses. Third-party costs are paid by the Customer, either directly or re-invoiced at cost plus 10% handling, after the Customer's approval. Examples include domains, premium plugins, stock media, ad spend, app-store fees, travel outside Larnaca, and drone permits.

3.6 Price changes for recurring services. SALTPIXEL may change the price of monthly services with 30 days' written notice. The Customer may cancel before the change applies.

4. Customer obligations

The Customer must:

provide complete, accurate Customer Materials, access credentials and decisions on time, and in the formats SALTPIXEL reasonably asks for;
name one decision-maker with authority to approve work;
review and respond to drafts, designs and test versions within 5 Business Days;
ensure it owns or is licensed to use all Customer Materials, and that they are lawful and do not infringe anyone's rights;
hold a lawful basis and all consents for personal data it supplies or collects through the Deliverables, including patient or customer consent and its own privacy notice;
keep its own backups of its data, content and websites;
check the legal accuracy of its own content, including prices, claims, terms, cookie banners and regulatory statements. SALTPIXEL does not give legal advice.

Customer delays. If the Customer delays, SALTPIXEL may:

move the timeline to its next available slot;
invoice any milestone already reached;
after 30 days of Customer inactivity, treat the project as paused and invoice the work done to date. After 90 days, close it under section 16.

5. Scope, fixed-price cap and change requests

5.1 Fixed price for the Scope. The Fees are a fixed price for the agreed Scope. SALTPIXEL bears the risk if the agreed Scope takes longer than estimated.

5.2 Change requests. Work outside the Scope is a Change Request. Examples include extra pages, screens, features, integrations, languages, content writing, extra revision rounds, and changes after approval. SALTPIXEL will quote each Change Request in writing. It is performed only after the Customer approves it, and may extend the timeline.

5.3 Discovered complexity. If, after acceptance, information the Customer did not disclose materially increases the work, SALTPIXEL may propose a revised price. Examples include legacy systems, inaccessible hosting, third-party API limits, and missing or unlawful content. If the Customer rejects the revised price, either party may end the project under section 16.

6. Timelines and delays

6.1 Estimates, not deadlines. Timelines in the Proposal are good-faith estimates that start when the deposit is captured and all Customer Materials are received. They are not essential terms unless the Proposal expressly says "time is of the essence".

6.2 Third parties. SALTPIXEL is not responsible for delays caused by:

the Customer;
third parties such as app-store review, domain registrars, hosting companies and payment providers;
changes to third-party platforms or APIs;
force majeure (section 18).

7. Delivery, acceptance and revisions

7.1 Revisions. Each design stage includes the number of revision rounds stated in the Proposal, or 2 rounds if none is stated. A round is one consolidated list of changes from the Customer. Further rounds are Change Requests.

7.2 Acceptance testing. When a Deliverable is ready, SALTPIXEL notifies the Customer. The Customer has 5 Business Days to test it and report, in writing, any material failure to meet the Scope (a "Defect"). SALTPIXEL fixes reported Defects and resubmits.

7.3 Deemed acceptance. A Deliverable is accepted on the earliest of:

written approval;
the end of the testing period without a written Defect report;
the Customer using it live (for example publishing the website or releasing the App).

Matters of taste or new requirements are not Defects.

7.4 App store approval. SALTPIXEL prepares Apps to meet Apple and Google guidelines at submission. Approval is decided by Apple and Google, and SALTPIXEL does not guarantee it. Fixes required by the stores for reasons within the Scope are included. Fixes needed because of Customer content, business model or later guideline changes are Change Requests.

8. Hosting, maintenance and support

8.1 Not included unless stated. Hosting, maintenance, updates, backups, security monitoring and support are included only if the Proposal or a separate plan says so.

8.2 Warranty fixes. For 30 days after acceptance, SALTPIXEL fixes, free of charge, Defects that it caused and that are reported in writing. Problems caused by the Customer, third-party updates, hosting not managed by SALTPIXEL, or changes by others are excluded.

8.3 Service levels. Uptime and response times apply only as set out in a signed support or hosting plan. Hosting plans renew monthly or yearly until cancelled with 30 days' notice.

8.4 Content and backups. Even when SALTPIXEL hosts, the Customer remains responsible for its own copies of its content and data (section 4.6).

9. Third-party software and services

Deliverables may use third-party software, plugins, themes, fonts, APIs, AI models, maps, payment gateways or stock media. Examples include WordPress, Breakdance, Flutter, Stripe, Google and Apple services.

These are licensed under their own terms, which the Customer must follow. Recurring licence fees are paid by the Customer unless the Proposal includes them.
SALTPIXEL gives no warranty for third-party products and is not liable for their failure, price changes, discontinuation, or changes to their terms.
Where Deliverables include or are produced using generative AI models or AI chatbots, the Customer acknowledges that AI outputs are probabilistic and can contain inaccuracies, that purely AI-generated material may not qualify for copyright protection under applicable law, and that the Customer is responsible for reviewing outputs before publication and for providing any required transparency notices to its end-users under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689).

10. Intellectual property

10.1 Transfer on full payment. When SALTPIXEL has received full payment of all Fees for a project, it assigns to the Customer (to the extent capable of assignment under applicable law and subject to sections 9 and 10.2) the copyright in the bespoke Deliverables created specifically for that Customer: custom designs, logo artwork, written content and custom code. Until then, all rights remain with SALTPIXEL, and the Customer has only a revocable licence to review the work. The Customer grants SALTPIXEL and its subcontractors a non-exclusive, royalty-free licence to host, copy, modify and use Customer Materials as reasonably needed to perform the Services.

10.2 SALTPIXEL keeps its Pre-existing IP. SALTPIXEL keeps all rights in its Pre-existing IP and in general know-how, even where these are built into Deliverables. The Customer receives a perpetual, non-exclusive, non-transferable licence to use that Pre-existing IP only as part of the Deliverables it paid for. It may not resell or reuse it separately.

10.3 Licensed products. Ready-made Apps and SaaS products (for example booking engines, staff portals, DentaCare, AI agents) are licensed, not sold. The Customer receives use rights for the subscription or licence term only, under the Terms of Service and the Proposal.

10.4 Source code. Source code is delivered only where the Proposal says so, after full payment.

10.5 Raw footage and source files. Raw photo, video and drone footage, working files (for example Figma, PSD or AI files) and unused concepts stay with SALTPIXEL unless the Proposal says otherwise.

10.6 Portfolio rights. Unless the Customer objects in writing before launch, SALTPIXEL may show the Deliverables, the Customer's name and logo, and non-confidential results in its portfolio, case studies and marketing. SALTPIXEL will never publish confidential information or personal data.

10.7 Credit. SALTPIXEL may place a discreet credit link (for example "by M A L A K A") in the footer of websites it builds, unless the Proposal excludes it.

11. Confidentiality

Each party keeps the other's confidential information secret and uses it only for the project. This includes business plans, prices, source code, credentials and customer lists. These obligations last during the project and for 3 years afterwards, and for trade secrets and credentials for as long as they remain secret.

This section does not apply to information that is public, already known, independently developed, or that must be disclosed by law. In that last case, the disclosing party gives prior notice where lawful.

12. Data protection

Each party complies with the GDPR and the Cyprus Data Protection Law (Law 125(I)/2018).

Customer personal data. Where SALTPIXEL processes personal data on the Customer's behalf (hosting, Apps, CRMs, chatbots), the Customer is the controller and SALTPIXEL the processor. The DPA governs that processing and forms part of these Project Terms. Until a DPA is signed, SALTPIXEL's standard DPA at https://malaka.cy/dpa applies.
SALTPIXEL's own data. SALTPIXEL's own processing of data about the Customer and its staff is described in the Privacy Policy at www.malaka.cy.

13. Warranties

13.1 What SALTPIXEL promises. SALTPIXEL will:

perform the Services with reasonable skill and care, by suitably experienced people;
deliver Deliverables that materially match the Scope at acceptance.

13.2 What SALTPIXEL does not promise. Unless expressly stated in the Proposal, SALTPIXEL gives no warranty of:

any business result, such as sales, bookings, leads, rankings on Google or AI search, followers or advertising returns;
uninterrupted or error-free operation;
compatibility with future browsers, devices, operating systems or third-party updates;
legal or regulatory compliance of the Customer's own business, content or terms.

All other warranties, express or implied, are excluded to the extent the law allows.

13.3 Customer warranties. The Customer warrants that Customer Materials, and its instructions, are lawful, do not infringe any rights, and come with all required consents.

14. Limitation of liability

14.1 Not limited. Nothing in these Project Terms limits liability for:

death or personal injury caused by negligence;
fraud;
gross negligence or wilful misconduct;
the Customer's obligation to pay Fees;
any liability that cannot lawfully be limited.

14.2 Excluded losses. Subject to 14.1, neither party is liable for:

loss of profit, revenue, business, contracts, goodwill or anticipated savings;
loss or corruption of data the other party could have restored from its own backups;
indirect, special or consequential loss.

14.3 Cap. Subject to 14.1, SALTPIXEL's total aggregate liability arising from or in connection with a project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fees actually paid by the Customer for that project. For recurring services, the limit is the Fees paid in the 12 months before the event giving rise to the claim.

14.4 Time limit. Any claim against SALTPIXEL must be notified in writing within 12 months of the Customer becoming aware of it, to the extent Cyprus law allows such a contractual time limit.

14.5 Indemnity. The Customer indemnifies SALTPIXEL against third-party claims, regulatory fines and reasonable legal costs arising from:

Customer Materials;
the Customer's breach of data protection law, including missing patient or customer consent;
the Customer's instructions;
the Customer's own products and services.

15. SALTPIXEL's right to refuse, suspend or terminate

15.1 Refusal. SALTPIXEL may decline any enquiry, quote request, project, Change Request, renewal or business relationship with any current, potential or future Customer, at its sole discretion and without giving reasons. The only limit is Cyprus and EU anti-discrimination law. Any deposit held is released in full.

15.2 Suspension. SALTPIXEL may suspend work, hosting, App access or support, after written notice:

if an invoice is overdue (section 3.4);
if the Customer's content or use is unlawful or puts systems at risk;
while a dispute about the Customer's conduct is investigated.

15.3 Termination for cause. SALTPIXEL may terminate any project or contract immediately by written notice if the Customer:

materially breaches these Project Terms and, if the breach can be remedied, fails to remedy it within 7 days of notice;
fails to pay any amount within 14 days of a payment reminder;
becomes insolvent, enters liquidation, examinership or an arrangement with creditors, or ceases business;
behaves abusively, threateningly or dishonestly towards SALTPIXEL's staff;
asks SALTPIXEL to do anything unlawful, unethical, misleading, or harmful to SALTPIXEL's reputation;
provides false information on which the quote or contract was based.

15.4 Termination for convenience. SALTPIXEL may terminate any project or recurring service on 30 days' written notice without giving reasons. It refunds Fees paid for work not yet performed and delivers the work completed and paid for.

16. Customer cancellation and consequences of termination

16.1 Customer cancellation. The Customer may cancel a project by written notice. It then pays:

for all work performed up to cancellation, at the Proposal rates or pro rata to the milestones reached;
for non-cancellable third-party costs;
a cancellation fee of 15% of the remaining Fees, as a genuine pre-estimate of SALTPIXEL's lost booked capacity.

The captured deposit may be set off against these amounts.

16.2 Recurring services. Recurring services may be cancelled on 30 days' written notice, effective at the end of the then-current billing period.

16.3 On any termination:

all unpaid invoices become due immediately;
the Customer receives the Deliverables and rights only for work that is fully paid (section 10);
each party returns or deletes the other's confidential information;
personal data is returned or deleted under the DPA;
sections 3.4, 10, 11, 12, 13, 14, 16, 17 and 19 survive.

16.4 Handover. On request and against payment at SALTPIXEL's standard rates, SALTPIXEL will reasonably assist the transfer of hosting, domains and files to the Customer or a new supplier.

17. Non-solicitation

During a project and for 12 months afterwards, the Customer will not directly or indirectly hire or engage any SALTPIXEL employee or contractor who worked on its project, without SALTPIXEL's written consent. If it does, the Customer pays SALTPIXEL a placement fee equal to 6 months of that person's gross remuneration. This does not apply to people who respond to a general job advertisement.

18. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, except an obligation to pay. Examples include natural disasters, pandemics, war, terrorism, power or internet failures, cyber-attacks despite reasonable security, failures of hosting or cloud providers, government action, and changes by Apple, Google or other platforms.

If the event lasts more than 60 days, either party may terminate the affected project by written notice. Work done to that date is paid for.

19. Law, disputes and general terms

19.1 Governing law. These Project Terms and every contract under them, including non-contractual obligations, are governed by the laws of the Republic of Cyprus.

19.2 Disputes. The parties first try to resolve any dispute by good-faith negotiation between senior representatives within 30 days, then by mediation under the Cyprus Mediation Law. If the dispute is not resolved, the courts of Larnaca / Nicosia, Cyprus have exclusive jurisdiction. SALTPIXEL may still seek urgent relief or recover unpaid Fees in any competent court.

19.3 Entire agreement. The Proposal, these Project Terms and the DPA are the entire agreement for the project. They replace all prior discussions, AI chat messages and estimates. Neither party relies on any statement not written in them, but this does not limit liability for fraud.

19.4 Changes. Variations bind the parties only if agreed in writing, including by email from an authorised person. SALTPIXEL may update these Project Terms for future projects by publishing a new version.

19.5 Assignment and subcontracting. SALTPIXEL may use subcontractors and remains responsible for their work (subject to the DPA where a subcontractor processes personal data as a sub-processor). The Customer may not assign the contract without SALTPIXEL's written consent.

19.6 Independent parties. Nothing creates a partnership, joint venture, agency or employment relationship.

19.7 Notices. Notices must be in writing, sent by email to the addresses in the Proposal, or by courier to the registered office. Email notices are received on the next Business Day.

19.8 Severability and waiver. An invalid clause is replaced by the closest valid wording, and the rest remains in force. A delay in exercising a right is not a waiver.

19.9 Electronic acceptance. Acceptance by email, by click in the project portal, or by electronic signature is valid and binding.

19.10 Language. If these Project Terms are translated, the English version prevails.