Terms and Conditions

1. About these Terms

These Terms and Conditions ("Terms") apply to oprone.com (the "Site") and to all services provided by OPRONE ("we," "us," or "our") to you ("you" or the "client"), whether you are a business or an individual.

Please read them before starting a project with us. Section 18 explains additional rights that apply if you are an individual using our services for purposes outside your trade, business or profession (a "consumer").

2. How a Project Agreement Is Made

A binding agreement for a project or service is formed when you do any of the following:

• Approve our quote, proposal or estimate in writing (including by email or message)
• Sign a service agreement with us
• Pay a deposit or invoice for the work

By doing so, you confirm that you have read and agree to these Terms in the version published on the Site at that time. That version continues to apply to your project even if we update these Terms later.

Order of priority. If documents say different things, they apply in this order: (1) a service agreement signed by both of us, (2) the quote, proposal or invoice you accepted, (3) these Terms.

Website descriptions are general. Descriptions of our services, process, timelines and results on the Site, in marketing material or in conversations are general information. Only the documents listed above create binding commitments.

Marketplaces. If you hire us through a marketplace such as Upwork or Fiverr, that marketplace's terms govern payments, refunds and disputes for that order. These Terms apply to the extent they don't conflict with the marketplace's terms.

3. Our Services

Our services include, but are not limited to:

• Website design and development
• WooCommerce and Shopify store design, development and fixes
• Vector illustration, branding and design
• Mobile apps, custom software and AI automation
• Website maintenance, support and monthly care plans
• Free reviews and consultations, such as our WooCommerce store health check

The exact scope, deliverables, timeline and price of your project are those set out in your quote, proposal or agreement. Anything not listed there is not included.

4. Your Responsibilities

To let us deliver your project on time, you agree to:

• Provide content, information, feedback and approvals on time, and make sure they are accurate
• Give us the access we need (for example hosting, store, domain or third-party accounts) and keep your own login details secure
• Change your passwords after handover and remove any access you no longer want us to have
• Keep your own backups of your live website, store and data. Our backups, where provided, are an extra safeguard, not a replacement
• Pay for third-party products and accounts used in your project, such as hosting, domains, themes, plugins, apps, fonts and stock images

You are responsible for your own business and website, including:

• Legal compliance, such as privacy policies, cookie consent, accessibility requirements, consumer law, tax and product regulations
• The accuracy of content you supply or approve, such as prices, product details and legal text
• Your relationships with your own customers, payment providers and platforms (for example Shopify, payment gateway or advertising accounts)

Content you provide must not infringe anyone else's rights or break any law. We may refuse to use content that we believe is unlawful or infringing.

5. Payments

Unless your quote or agreement says otherwise:

• A deposit is payable before work starts, and the balance is payable on completion or at the milestones agreed
• Invoices are due within seven (7) days of the invoice date
• Prices are in US dollars (USD) and exclude any taxes, bank charges, transfer fees and currency conversion costs, which are paid by you
• Monthly services, such as care plans, are billed in advance

Late payment. If a payment is overdue, we may pause work, hold back deliverables and files, and suspend services we provide or host for you until it is paid in full. Timelines are extended by the length of any pause. You agree to pay reasonable costs we incur in collecting overdue amounts, where the law allows.

Payment disputes and chargebacks. If you are unhappy with an invoice or with our work, you agree to contact us first and give us a fair chance to resolve it under Section 19. You agree not to file a chargeback, payment reversal or payment-platform dispute for work that has been performed or delivered. If a chargeback or reversal is made without good cause, the amount stays due, and you agree to reimburse any fees charged to us.

Payments are processed by third-party payment providers. We do not store your full card details.

6. Deposits, Cancellations and Refunds

A deposit reserves our time and covers the work that starts right away, such as research, planning, design, setup and development. For that reason, deposits and advance payments are non-refundable once work has started, including if you change the scope, delay the project, or decide not to continue.

If you cancel a project, you pay for all work done up to the date of cancellation and any costs we have already committed to on your behalf. Any amount you have paid beyond that may, by agreement, be used as a credit for future work.

The only exception is if we fail to deliver the agreed work because of our own material breach and do not put it right within a reasonable time after you notify us in writing. In that case, our refund is limited to the part of your payment that relates to work not yet performed.

This section does not affect any rights you have as a consumer under Section 18.

7. Changes, Revisions and Delays

• Your quote states the number of revision rounds included. If it doesn't, two (2) rounds of reasonable revisions per deliverable are included
• Work outside the agreed scope, extra revision rounds, and changes to work you have already approved are charged extra. We will give you an estimate before doing it
• Delays caused by late content, feedback, approvals, access or payments extend the timeline accordingly, without any penalty or liability for us

Inactive projects. If we don't receive the content, feedback, approval or payment we need from you for thirty (30) days, we may put the project on hold or close it. Work done up to that point becomes payable. Restarting a project that has been on hold may require rescheduling and an additional fee.

8. Delivery and Acceptance

When we deliver work, or a stage of work, you have seven (7) days to review it and tell us in writing about any specific defects or ways it does not match the agreed scope. We will fix those that are within the scope.

The work is treated as accepted when the first of these happens:

• You approve it in writing
• Seven (7) days pass without you reporting specific defects
• You use it publicly or commercially, for example by launching the website or store

Minor issues that do not stop the work from being used do not delay acceptance or payment. We will fix them as part of our warranty under Section 11.

9. Ownership and Intellectual Property

9.1 Our Site

The Site and its content, design and features belong to OPRONE and its licensors and are protected by copyright, trademark and other laws. Our name and logo may not be used without our written permission.

9.2 Your Project

When you have paid all amounts due for a project, you own the final deliverables we created specifically for you. Until then, all rights in the work remain with OPRONE, and you may not use, publish or transfer it.

• Our tools: We keep ownership of our pre-existing code, templates, components, methods and know-how. You receive a permanent, non-exclusive licence to use them as part of your project
• Third-party items: Themes, plugins, apps, fonts, stock images and similar items remain subject to their own licences, which you are responsible for
• Working files: Source and working files (for example Figma, Illustrator or Photoshop files) are included only if your quote says so
• Unused concepts: Design concepts, sketches and options you did not choose remain our property

9.3 Our Portfolio

We may show the finished work and a description of the project in our portfolio, case studies and marketing, unless you ask us in writing not to before the project starts. We will never publish information you have told us is confidential.

10. Confidentiality

We each agree to keep confidential any non-public business information the other shares during a project, and to use it only for the project. This does not apply to information that is already public, that we already had, or that we are required by law to disclose.

11. Warranty

We will perform our services with reasonable skill and care. If you report a defect in our work in writing within thirty (30) days of delivery, we will fix it free of charge. This is your sole remedy for defects, except where the law does not allow it to be limited. After the warranty period, fixes and changes are charged as additional work.

The warranty does not cover problems caused by:

• Changes made by you or anyone other than OPRONE
• Third-party platforms, themes, plugins, apps, hosting or services, including their updates
• Not following our instructions or recommendations
• Changes in browsers, devices, platforms, laws or requirements after delivery

We do not guarantee any particular business results, such as sales, leads, conversions, search engine rankings or advertising performance. Apart from the warranty in this section, our services and the Site are provided "as is," to the fullest extent permitted by law.

12. Third-Party Platforms and Services

Many projects rely on services we do not control, such as Shopify, WooCommerce, WordPress, hosting providers, plugins, payment gateways, email services and AI providers. We are not responsible for their availability, outages, security incidents, price changes, policy changes, account suspensions or updates that affect your project. Your use of them is subject to their own terms.

13. Care Plans and Ongoing Support

• Care plans and support retainers run month to month and are billed in advance
• A plan covers only the services and hours listed for it. Unused hours do not carry over to the next month
• Work outside the plan, including urgent work and fixing problems caused by third parties, is quoted or charged separately
• Either of us can cancel a plan with thirty (30) days' written notice. Fees already paid are not refunded
• We may pause a plan if a payment is overdue

14. Free Reviews and Advice

Free services, such as our WooCommerce store health check, consultations and recommendations, are provided as general guidance, without charge or obligation and without any warranty. You decide whether and how to act on them, and we are not liable for the results of changes you or others make based on them.

15. Limitation of Liability

To the fullest extent permitted by law:

• We are not liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, sales, data, business opportunity or goodwill
• Our total liability arising from or relating to a project or service is limited to the fees you actually paid us for that specific project or service. For monthly services, it is limited to the fees paid in the three (3) months before the claim
• Any claim against us must be brought within twelve (12) months of the date the issue arose

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot legally be limited or excluded.

16. Indemnity

You agree to compensate OPRONE for any claims, losses, damages and reasonable legal costs arising from: content or materials you provide to us, your breach of these Terms, your breach of any law or third-party rights, and the way you operate your business, website or store. This obligation continues after the project ends.

17. Ending a Project

• Either of us can end a project by giving written notice to the other
• We may stop work immediately if you do not pay on time, break these Terms, ask us to do something unlawful, or behave abusively towards our team
• When a project ends for any reason, you pay for all work done up to that date and any costs we have committed to. Section 6 applies to deposits
• Once all amounts due are paid, we will hand over the completed work that has been paid for

We may also suspend or end anyone's access to the Site at any time. Sections that by their nature should continue after a project ends (including payment, ownership, confidentiality, liability, indemnity and disputes) continue to apply.

18. If You Are a Consumer

If you are an individual using our services for purposes outside your trade, business or profession, you have legal rights under the consumer protection laws of the country where you live. Nothing in these Terms removes or limits those rights.

Cancellation period. Where the law gives you a right to cancel within a set period (for example 14 days for consumers in the EU and the UK), you may cancel by emailing us within that period. If you ask us to start work during the cancellation period, you agree to pay for the work done up to the time you cancel, and you understand that you lose the right to cancel once the service has been fully performed.

Consumers may bring claims in the courts of their country of residence where the law gives them that right.

19. Disputes and Governing Law

19.1 Talk to Us First

If you have a concern or a dispute, please email us at [email protected] with the details. Both of us agree to try in good faith to resolve it within thirty (30) days before taking any further step.

19.2 Arbitration

If the dispute is not resolved within that time, it will be finally settled by binding arbitration in Colombo, Sri Lanka, under the Arbitration Act No. 11 of 1995 of Sri Lanka, before a single arbitrator, in the English language. The arbitrator's award may be enforced in any court with jurisdiction, including under the New York Convention.

As an exception, we may claim unpaid fees in the courts of the country where you are located, and either of us may ask any court for urgent interim relief. This section does not apply where Section 18 gives a consumer the right to use their local courts.

19.3 Governing Law

These Terms and any project agreement are governed by the laws of Sri Lanka, without regard to conflict of law rules, subject to Section 18.

20. Events Outside Our Control

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including:

• Natural disasters, severe weather, pandemics or public health emergencies
• War, terrorism, civil unrest, strikes or government actions
• Power, internet or telecommunications failures
• Failures of third-party providers such as hosting, platforms, payment processors or APIs
• Changes in laws or regulations

We will tell you as soon as practicable, and timelines are extended accordingly without penalty to us.

21. Use of the Site

You agree to use the Site only for lawful purposes. You must not:

• Harass or cause distress to others, or send offensive, defamatory or unlawful content
• Attempt to gain unauthorized access to the Site, our systems or our chatbot
• Use bots, scrapers or other automated tools to access the Site without permission
• Send viruses, malware or other harmful code, or interfere with the Site's operation

22. Changes to These Terms

We may update these Terms from time to time. The updated version applies from the date it is published on the Site, and the "Last updated" date above shows when that was. A project that has already been agreed stays under the version that applied when it was agreed, unless we both agree otherwise in writing.

23. General

• Written communication: Approvals, notices and agreements given by email or written message count as being "in writing"
• Subcontractors: We may use trusted subcontractors and partners (such as aiqo.work for AI automation) to deliver parts of our services. We remain responsible for the work we deliver to you
• Transfer: You may not transfer your rights or obligations under a project agreement without our written consent
• No waiver: If we do not enforce a right straight away, we can still enforce it later
• Severability: If any part of these Terms is found invalid or unenforceable, the rest remains in effect, and the invalid part is applied to the greatest extent allowed
• Entire agreement: These Terms, together with any quote, proposal, invoice or signed agreement under Section 2, form the entire agreement between us about a project
• Language: These Terms are written in English. If they are translated, the English version prevails

24. Contact Us

If you have any questions about these Terms and Conditions, please contact us: