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Terms of Service

The terms on which Verlox Limited, trading as Silent Keel, provides its website, its customer portal, and its software development and operations services.

Last updated 4 September 2026

About these terms

  1. These terms are a contract between you and Verlox Limited, a company incorporated in Hong Kong with its registered office at Unit 2904-05, 29/F, Universal Trade Centre, 3 Arbuthnot Road, Central, Hong Kong, trading as Silent Keel ("we", "us").
  2. They apply to the website at silentkeel.com (the "Site"), the customer portal at app.silentkeel.com (the "Portal"), and the software development and operations services we provide through the Portal (the "Services").
  3. You accept them by using the Site or the Portal, by sending an inquiry, or by accepting an Agreement in the Portal. If you do so on behalf of a business, you confirm that you have the authority to bind it, and "you" means that business.
  4. Where an Agreement and these terms differ, the Agreement prevails for that Project. These terms govern the Portal and whatever the Agreement leaves unsaid.

Definitions

  1. Agreement. The written agreement for a Project: proposed by us in the Portal in numbered versions, each a complete statement of scope, milestones, prices and terms, and accepted by you there.
  2. Project. A piece of work for you that runs through the Portal under an Agreement.
  3. Milestone. A stage of a Project defined in the Agreement, with its own scope, days and price.
  4. Deliverables. Everything we create for you under a Milestone: source code, configuration, designs, documentation, content and data structures, and the running system they make up.
  5. Your Materials. The information, content, files, credentials and access you give us for a Project.

The Site

  1. Nothing on the Site is an offer. Its prices, timelines and sample agreement illustrate how we work; no Project exists, and nothing is owed, until an Agreement is accepted in the Portal. Sending the inquiry form commits neither of us to anything.
  2. The Site's text, design and images are ours or licensed to us. You may quote them with attribution; reproducing them otherwise needs our consent.

The Portal and your account

  1. We create your account from the email address you give us and invite you to it. Sign-in is by a code sent to that address or through your Google account; there is no password. Whoever controls that inbox or that Google account can reach your Projects, so keeping them secure is part of keeping your account secure. Tell us at once if you believe someone else has gained access.
  2. You agree not to:
    1. use the Portal for anything unlawful;
    2. upload material that infringes anyone's rights or contains malicious code;
    3. interfere with the Portal's operation or security, or probe or test it without our written consent;
    4. share your sign-in with anyone outside your business.
  3. We may suspend access to the Portal where we reasonably believe that is necessary to protect it or the people who use it, and will tell you why as soon as we can.

How a Project works

  1. We propose the Agreement in the Portal in numbered versions. You respond on the page; we answer in the next version. Nothing is signed.
  2. Accepting a version in the Portal binds you and us to that version in the way a signature would. It commits both of us to the next Milestone only: its scope, its price and its terms. Later Milestones are indicative until a version that prices them is accepted in their own round, and commit neither of us.
  3. Once accepted, a Milestone keeps its scope, price and terms, whatever later versions of the Agreement or later editions of these terms say. If the work takes longer than the days it lists, the difference is ours.
  4. Scope is fixed as written. A change becomes a new feature or Milestone in the next version, with its own days and price, and you decide whether to accept it.

Building, review and launch

  1. Work on a Milestone starts once its Development invoice is paid.
  2. When a Milestone is built, we put it up for your review in a preview environment. You check it against the scope as written and tell us what does not match; we correct it. The Milestone launches when you approve it. If we hear nothing from you for thirty days after the preview is ready, we may treat the Milestone as approved.
  3. Launch means the Milestone is live, on infrastructure and in accounts in your name. From launch the Milestone is the record of what was delivered, and further changes are new work.
  4. A defect is a delivered use case that does not do what the Agreement says. We correct defects you report within thirty days of launch at no charge, and for as long as Operations runs after that.
  5. We may use tools, including AI-assisted tools, and bring in other people to do the work. We remain responsible for the work, and section 11 binds them.

Fees and payment

  1. Prices are in United States dollars. Every charge is one of three kinds:
    1. Development. A fixed price for a Milestone, invoiced when you accept it and paid in the Portal before the work starts.
    2. Operations. A monthly fee from the day a Milestone launches, charged automatically each month to the card on file for the Project. Where a later launch carries a different fee, the new fee applies from that launch.
    3. Infrastructure. What the Project's external dependencies, listed in the Agreement, cost us, passed on at cost as itemized lines on the monthly Operations invoice. Where a dependency bills in another currency, we convert at the rate our provider or bank applies.
  2. We may change the Operations fee for a Project on thirty days' notice. The new fee applies from the first monthly charge after the notice period, and you may end Operations before then under section 8.
  3. Prices exclude any tax, duty or bank charge that applies on your side. If a law requires you to withhold tax from a payment, tell us before you pay and we will agree how to handle it.
  4. Payments are processed by a payment provider under its own terms. Card details go to it and never reach us.
  5. If an Operations charge fails, we tell you and retry. If it is still unpaid fourteen days after it was due, we may suspend Operations until it is paid: the system keeps running, but without monitoring, updates, backups or support. Sixty days after it was due, we may treat Operations as ended by you. We charge no interest on late payment.
  6. A Development payment is not refunded once work on its Milestone has started, except where section 8 says otherwise. Operations is charged by the month and is not pro-rated.

Ending Operations or a Project

  1. Operations is month to month. Tell us, in the Portal or by email, and it ends at the end of the month you have paid for. Part months are neither refunded nor charged.
  2. When Operations ends we hand over the operating documentation and give up our operating access. Nothing is handed back because nothing is held: your domain, accounts, code, content and data are in your name throughout.
  3. You may end a Project at any time by telling us. A Milestone you have not accepted commits you to nothing. A Milestone you have paid for and we have started is not refunded; you receive the work as it stands, in your repositories, and we finish it if you ask us to.
  4. We may end a Project by telling you, on thirty days' notice. We do not do so in the middle of a Milestone you have paid for, unless you are in material breach or the law prevents us from continuing. If we end a Project before delivering a Milestone you have paid for, we refund what you paid for it.
  5. Either of us may end a Project or Operations at once if the other materially breaches these terms or the Agreement and, where the breach can be put right, has not put it right within fourteen days of being told.
  6. Whatever ends, you keep everything you have paid for. Sections 9 to 11 and 13 to 17 continue to apply.

Ownership

  1. We assign to you all intellectual property in the Deliverables of a Milestone, including rights that arise later, with effect from payment of that Milestone's Development invoice, which is before the work starts. To the extent anything cannot be assigned, we license it to you perpetually, irrevocably and free of charge, and we waive any moral rights in it. Code is committed to repositories in your name from the first commit.
  2. Your domain, hosting and service accounts, content and data are registered in your name from the start. We hold operating access only, and give it up the day you say so.
  3. Open-source components stay under their own licenses. We list them, with their licenses, in the repository.
  4. The tools, templates, libraries and know-how we bring to every Project, and develop while working on yours, stay ours. Where any of them is built into a Deliverable, you have a perpetual, royalty-free license to use, modify and have modified it as part of the Deliverables. We may reuse general knowledge and techniques from a Project, never Your Materials or anything that identifies you.
  5. We may describe the Project in general terms as our work. Naming you, or showing the work publicly, needs your consent.

Your Materials and your data

  1. Your Materials stay yours. You give us the right to use them to do the work, and for nothing else. You are responsible for having the right to give them to us and for their lawfulness.
  2. Personal data about your customers, staff or users that lives in a system we build or run for you is yours, and you are responsible for the notices and consents your use of it requires. We process it only to build and operate that system, on your instructions; we keep it confidential; we tell you without undue delay if a security breach affects it; and our access to it ends with Operations.
  3. You give us the access, information, decisions and reviews a Milestone needs in reasonable time. Where a Milestone waits on you, its schedule moves accordingly.

Confidentiality

  1. Each of us keeps the other's confidential information confidential and uses it only for the Project. Confidential information is information marked confidential, or that a reasonable person would treat as such: the Agreement's prices, Your Materials, your business information, and our methods.
  2. It does not include information that is public through no fault of the receiving side, that the receiving side already had or develops independently, or that the law requires to be disclosed, in which case the disclosing side is told first where the law allows.
  3. Each of us may share confidential information with professional advisers, and we may share it with the tools and providers we use to do the work, each bound to keep it confidential.
  4. This section continues for three years after the end of the last Project between us.

Services your system runs on

  1. The systems we build run on infrastructure and services in your name: hosting, domains, email, payment providers and the like. Their availability, prices and rules are theirs, and your system's availability follows theirs; no stronger guarantee is offered unless the Agreement says so.
  2. Adapting to a change in a platform's rules is part of Operations; a feature a platform withdraws is replaced as new work.

Warranties

  1. We warrant that:
    1. the Services are provided with reasonable skill and care;
    2. each Milestone does what its Agreement says at launch;
    3. to our knowledge, the Deliverables we create, other than open-source components and Your Materials, do not infringe anyone's intellectual property.
  2. We do not guarantee commercial outcomes, uninterrupted operation, or that software is free of every defect. Beyond clause 13.1 and the Agreement, the Services, the Site and the Portal come with no warranties, and any condition or warranty the law would otherwise imply is excluded as far as the law allows.

Liability

  1. Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be excluded or limited.
  2. Subject to that, our total liability arising out of or in connection with a Project, whether in contract, tort or otherwise, is limited to the fees you paid us under that Project's Agreement in the twelve months before the event giving rise to the claim. Our total liability for the Site and the Portal outside a Project is limited to USD 1,000.
  3. Subject to clause 14.1, neither of us is liable to the other for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, however arising.
  4. You are responsible for claims made against us because of Your Materials, or because of your use of the Deliverables in breach of the law or the Agreement. We are responsible for claims that a Deliverable we created infringes someone's intellectual property, and will fix or replace it or refund its Milestone, at our choice, within the limit in clause 14.2.

Changes to these terms

  1. The date at the top of this page is when the current terms took effect. We may change them. Account holders are told by email at least thirty days before a change applies to them; from that date it applies to new versions of an Agreement and to ongoing Operations.
  2. A Milestone keeps the terms it was accepted under. If you do not accept a change, you may end Operations before it applies.

General

  1. These terms and the Agreement are the whole contract for a Project.
  2. Notices to us go to hello@silentkeel.com or to the address in clause 1.1. Notices to you go to your account's email address or into the Portal. A notice counts as received on the next business day in Hong Kong.
  3. You may transfer an Agreement to a successor of your business by telling us. We may transfer it only to a successor of our business, and will tell you.
  4. Neither of us is liable for delay or failure caused by events beyond our reasonable control, including an outage at a provider that neither of us caused, provided the affected side tells the other and does what it reasonably can to recover.
  5. If any part of these terms is found unenforceable, the rest stands. Not enforcing a term is not a waiver of it.
  6. No one other than you and us has rights under these terms. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) does not apply.
  7. We work in writing, in the Portal and by email. That satisfies any requirement for a notice, an agreement or an assignment to be in writing or signed.

Governing law and disputes

  1. The law of Hong Kong governs these terms and every Agreement.
  2. If there is a dispute, the people running each business first try to settle it by discussion within thirty days of one telling the other. What remains goes to the courts of Hong Kong, which have exclusive jurisdiction, except that either of us may seek urgent relief in any court.
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