This Agreement ("Agreement") is entered into between the Client ("you," "your") and Gipity™.

By engaging Gipity to design, architect, plan, build, and deliver a custom minimum viable product (MVP) application, you acknowledge that you have read, understood, and agree to be bound by these terms. Gipity may update these terms from time to time; updated terms will be published on the Gipity website (https://www.gipity.com). For any questions, contact [email protected].

1. Overview of Services

1.1 Definitions

• Project: The bespoke, done-for-you MVP design, planning, build, test, and handover services described in your proposal.
• Deliverables: The working MVP codebase and related assets delivered in your Replit and GitHub accounts, plus any agreed deployment steps and a handover Zoom call.
• Build Slot: The start and end dates offered in your proposal for the sprint build.
• Replit Credits Deposit: A deposit toward Replit usage during planning and build, as stated in your proposal.
• Usage Costs: Ongoing Replit and related platform usage (AI prompts, hosting, database, etc.).
• Preferred 3rd Party Providers and Suppliers: Unless otherwise discussed and agreed in your proposal, Gipity will use the following 3rd party providers for relevant MVP requirements: Replit for AI development and web/app hosting; Supabase for user auth, database, file and vector storage; Claude for AI and GPT; Voyage AI for AI embedding and related search; RevenueCat for native app in-app payments; Stripe for all other (non-native-app related) payments; Vimeo for video storage and replay; Ionic Appflow for native app builds; GitHub for code backup and version management. Alternative providers may incur additional build and ongoing maintenance/management costs.
• Client Materials: Text copy, font style and colours, UI/UX designs, UI/UX styling, images, data, files, documents, domain names, 3rd party tools/API/platform account access and admin/developer credentials, legal document wording (including but not limited to full terms & conditions, GDPR policy, and privacy policy), and anything else needed for inclusion in the MVP.

1.2 Service Scope

Unless otherwise specified in your proposal: Gipity provides a done-for-you MVP build using AI-assisted development inside Replit, including architecting, planning, and design prior to build. Gipity may use Replit's own services and tools, or integrate with other 3rd party providers as required to support the MVP, and as defined within this agreement or in your proposal. Deliverables may be transferred to your own Replit, Supabase, Claude, Stripe, GitHub and other 3rd party accounts, or optional ongoing maintenance/hosting/support may be provided as described in your proposal.

2. Communications & Working Method

• Primary communications are via WhatsApp chat only. A single handover Zoom call is included prior to launch of your completed app.
• Response window: Both parties commit to responding within 24 hours on weekdays (UK time). The Project is a fast sprint; delays jeopardise timely delivery.
• Availability: Messaging may be asynchronous and subject to Gipity’s availability within weekdays.

3. Timelines, Dependencies & Client Responsibilities

• Build Slot: Start and end dates are offered in the proposal and depend on timely access, decisions, feedback, testing, and provision of Client Materials.
• Materials: The app may initially be built using default templates and placeholder designs, copy, other UI/UX designs and styles, and anything else in the Client Materials definition. You are responsible for providing all Client Materials, otherwise the defaults will remain in place and be used in the final published app.
• Timely inputs: You must provide all Client Materials, access to third-party accounts (where needed), domain name DNS access, and feedback/reviews in a timely manner and within the 24-hour weekday response window. Delays may jeopardise timely delivery of the project.
• Delays: If you miss response windows or dependencies are not available, Gipity may (a) push delivery, (b) reschedule the Build Slot, and/or (c) treat scope changes and late inputs as change requests (which may require additional fees or a new slot).
• Third-party accounts: You are responsible for registering, paying for and managing domain names, and for setting up, paying for and managing Replit, Supabase, Claude, Stripe, GitHub, and any other tools/services required for your MVP, unless explicitly stated otherwise in the proposal. Your payments for such services will include all costs, fees, credits and per-usage fees, including those incurred by Gipity during the build and ongoing maintenace phases.
• Backups: You are responsible for regular backups of code and data unless you are on an active maintenance plan that states otherwise.

4. Payment, Credits & Refunds

• Project fees: Payments, terms and due dates, whether all upfront or staggered, are as stated in your proposal.
• Replit Credits Deposit: A deposit toward planning/build Replit usage is payable as stated in your proposal. Any unused balance is non-refundable.
• Usage Costs post-launch: If Gipity manages/hosts post-launch, ongoing Replit usage (AI/hosting/database, etc) is billed monthly in arrears at cost. Payment is due within 7 days of invoice.
• Refunds: No refunds once work begins. If Gipity cancels the Project before work begins, any fees paid for the Project will be refunded.
• Late payment: Gipity may pause work, block or restrict access to the app, and withhold handover of code, scripts, designs, copy and all other parts of the app until all outstanding invoices are paid.

5. Deliverables, Acceptance & Handover

• Deliverables: The MVP codebase created during the Project, transferred to your Replit and GitHub, plus basic deployment to your chosen domain (if applicable), and a single handover Zoom call.
• Acceptance: Upon delivery of staged testing versions of the MVP, or notification of imminent final MVP launch, you will promptly review and either confirm acceptance or provide a single consolidated list of reasonable issues aligned with the agreed scope. Fixes for in-scope issues discovered within 7 days of MVP launch will be addressed. New features or scope changes are out of scope.
• Handover: On acceptance (or 7 days after launch notification, whichever is earlier), Gipity will hand over and, if requested, transfer repos and deployment control, subject to full payment as per clause 4.
• Development App: During the development stage, whilst the app is available via a Replit domain name or Gipity sub-domain name, you may not permit the app to be used by anyone external to your company or staff. You are precluded from allowing use of the app by users, customers or clients, or by potential users, customers or clients. The purpose of the development app whilst on a Replit domain name or Gipity sub-domain name is for you to carry out your own internal testing of the app UI and functionality only, and is not to allow you to test the product/service takeup or market fit with existing or potential clients, customers or other users.

6. Intellectual Property

• Client ownership: After full payment of all Project fees and settlement of all Replit usage charges incured during the Project, you own the final codebase and IP rights for the Project, MVP, designs and codebase. Until all such fees and usage charges are fully paid, Gipity will retain full ownership of the codebase and full IP rights for the Project, MVP, designs and codebase.
• Gipity prompts & internal tooling: All prompts, private prompt libraries, internal scripts, and techniques used to produce the Deliverables remain the exclusive intellectual property of Gipity and are not transferred or disclosed.
• Client Materials: You warrant that you have rights to all Client Materials provided to Gipity and grant Gipity a non-exclusive licence to use them for the Project.
• Trademarks: "Gipity" and associated marks are trademarks of Gipity. You may not use Gipity’s brand assets without written permission. A factual credit such as "Built by Gipity" is permitted.
• Publicity: Gipity may reference the Project (including non-sensitive screenshots or a short description) in portfolios or case studies, unless you opt out in writing.

7. Use of AI & Third-Party Tools

• Gipity uses AI agents (e.g., Claude, ChatGPT) and third-party services (e.g., Replit, GitHub, payment or analytics providers) to plan and build your MVP. While Gipity acts professionally with sensitive information, third-party processing is outside Gipity’s control, and their terms apply.
• You are responsible for third-party platform fees, limits, rate caps, policies, and any changes they introduce.

8. Disclaimers & Limitations of Liability

• Software built with AI assistance may contain bugs or limitations. Testing will be performed, but no software is guaranteed bug-free.
• Gipity does not guarantee any specific business outcomes, market success, or funding.
• Gipity is not responsible for outages, policy changes, or limitations of Replit or any third-party service.
• Gipity is not obligated to continue offering maintenance, app hosting or support, and may terminate these services at any time for any reason, subject to fair notice of no less than 30 days. Upon notice, Gipity will provide a zip file of the full codebase at no additional cost, subject to full payment by you of all outstanding Project fees and settlement of all Replit usage charges. Upon notice, Gipity is also entitled to submit an invoice and require full payment for a reasonable deposit towards further Project fees and additional Replit usage charges that it may reasonably believe will be incured by you during the final notice period.
• To the maximum extent permitted by law, Gipity is not liable for any indirect, special, incidental, or consequential damages. Direct damages are capped at the total Project fee actually paid by you to Gipity for the specific Project giving rise to the claim.

9. Post-Launch Maintenance & Further Work

• Optional maintenance/hosting/support as follows, unless otherwise specified in your proposal: Hosting management, reasonable bug fixes, and minor updates of the code, UI/UX components or wording. Non-minor updates, modifications and other changes, as well as the addition or enhancement of features or components is not included. Minimum term if maintenance/hosting/support option is taken: 1 month. Renewals are monthly. All fees are due upfront prior to the month starting.
• Usage Costs: While Gipity manages/hosts, Replit usage (AI/hosting/database, etc) is billed monthly in arrears at cost; payment due within 7 days.
• Additional work: Consultancy, support, non-minor changes, feature enhancement, and new feature development are available at the rates and terms shown in your proposal.

10. Termination; Changes; Governing Law; Assignment

• Termination for breach: If either party materially breaches this Agreement and does not cure within 10 days of written notice, the other party may terminate. On termination for your breach, Gipity may cease work, withhold handover and block your and public access to the MVP and codebase until dues are settled.
• Changes to Terms: Gipity may update these terms at any time. The then-current terms will be posted on the Gipity website and apply to new projects, renewals, and future additional work and monthly maintenance/hosting support.
• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.
• Independent contractor: The relationship is that of independent contractor and client; this is not an employment relationship.
• Assignment: You may assign this Agreement solely in connection with a merger, acquisition, or sale of substantially all assets, with written notice to Gipity. Any other assignment is void.
• Acceptance: Your proposal becomes binding when you (or your authorised representative) confirm acceptance by email; no signature is required.
• Entire Agreement: This Agreement and the accepted proposal constitute the entire agreement between you and Gipity regarding the Project and supersede all prior discussions and understandings.

Welcome to the privacy policy, cookie policy and marketing & communications policy for Gipity.

Where this document refers to "we" or "our", these are inter-changeable with "I" and "my". This document is meant to help you understand what data we collect, why we collect it, and what we do with it. When you share information with us, we believe that by using it we can make our services even better for you. For example, we can use it to help us identify the most relevant of our services that you may require, both now and in the future, or to help us develop new services for the future that we believe would be useful to you. As you use our services, we want it to be clear to you how we're using information and the ways in which we look to protect your privacy.

Gipity is committed to protecting the privacy of all its app and website users and business clients. Gipity provides software, business and consultancy related services and products to individuals and other businesses. In all cases we will attempt to be fair in how we hold, manage and process personal data, whether it is for an individual in their own capacity or as a sole-trader, or a person who is visiting or using our service on behalf of a business. We will refer throughout our policy and other documents and promotions to clients and members, and these terms are inter-changeable.

Use of our apps, websites as well as the services and products provided through our sites indicates your consent to the collection and use of information as described in this policy as well as your consent for us to communicate with you as described in this policy. Any changes to the policy will be posted on our website.

What information is collected and how is it used?

We ask you to supply certain information when you enquire with us as a sales-lead about our services, or when you sign up or register with us as a client or for a free or trial service. This information may include but is not limited to your name, the name of your business, your postal address, email address, landline telephone and mobile numbers, website address, how you heard of us and other business, founder and financial data. We may also make notes in our CRM (customer relationship management system) about your requirements and service needs. This information will be used in the management of our own business and to enable us to contact you about the service you have enquired about, requested or signed up for, and to contact you about similar services that we believe may interest you now or in the future. We may also combine details of more than one sales-lead or client when performing analysis to identify trends, common requirements and other information so that we can continually improve our services and existing and future offerings.

We may also combine details of more than one sales-lead, client or Gipity profile to create consolidated data, aggregated data and statistics which we may use both internally and externally in public communications with the public, businesses and other organisations. Such consolidated data, aggregated data and statistics will only be made available in such a way that it cannot identify any individuals, businesses or clients unless specific agreement is given by such individuals, businesses or clients.

You can find further details below about the methods by which we may contact you and how you can change these contact methods or opt-out from future contact altogether. In addition, when you use our website we store your IP address and may use this information to administer our website and help to diagnose any network or server problems. We may also use it as part of our security if we believe we have identified a credible threat to our systems or our business, or an act of fraud, money laundering or other illegal behaviour or acts that are against current regulations and laws.

Sub-Processors and Divulging your data to other parties

Gipity will not, without your consent, divulge, sell, lease, rent or provide in any other way personal information about you to a third party, except in the following circumstances...

1. If required to do so by law or by any organisation with appropriate authority including but not limited to any formally recognised regulatory body who wish to investigate an alleged breaking or possible breaking of any relevant regulations, codes of practice, legislation, applicable laws or other rules and regulations as laid down from time to time by the police or other regulatory authorities.
2. If you have signed up for optional services which require us to pass your personal information to another company. From time to time Gipity may offer additional services to our clients or sales-leads that we believe to be relevant or similar to those that you currently use or have enquired about. In some cases these services may require us to pass personal data held by us to a third party. Any such service will be optional and the opt-in process will clearly show that personal data will be shared with another company. Before passing your personal data and other information to a third party we will seek your approval.
3. To any financial institution or other payment processing organisation with whom we work for the purpose of processing payments and direct debits from you, verifying credit status and/or validating financial transactions. In the case of a business we would only seek to do these things from the business entity that we are contracting to, rather than you personally. Note that Gipity does not gather or hold any credit or debit card information or any bank account details for our clients; this is all managed by the organisation that we currently work with for these purposes, including Revolut Bank and Stripe.
4. We may disclose data as part of a corporate transaction such as a merger or sale of assets.
5. We may share data with service companies, agents or contractors working for Gipity and on our behalf. Such service companies may need access to or be able to view personal data in order to provide those functions and in such cases, these companies must abide by our data privacy and security requirements and will only be given access to data that is strictly required for them to carry out their tasks.
6. We may share data with affiliates, sponsors or other similar business partners. This will be limited to the data of clients who signup having followed an affiliate link or used an affiliate coupon code and will only be shared with the specific affiliate partner that referred the client. The affiliate partner agrees to be bound by these terms and by all data protection and related regulations and will only use the data internally for assisting in the management of Gipity service or other services that the affiliate partner offers via their own business.
7. One of our services is to provide you with access to an online community support forum and hub. As such, by submitting your data to us, you accept this may be seen by other clients in the online community, and they may contact you and we have no control nor accept any liability over such other clients and how they may use your data.

Policy on data carried by us as a Platform Provider

Clients contract with Gipity to provide services. These services may require us to process additional data on their behalf...

1. We may provide a web-based platform and mobile apps to help you manage your services and data. Gipity respects the privacy of this data
2. Gipity may offer a consultancy service. In such a case we may give advice about how services may aid your business and the optimum ways to use such services, but we always do so with the strict proviso that the advice does not constitute legal or financial advice and that you are free to seek alternative advice and any actions you take in relation to advice we have given are based on your own final decisions

Our Servers and location of your data

All your information is stored on and our services run on secure servers either in the UK or managed by sub-processors that fully comply with GDPR requirements. Our services, client dashboards and API's all use relevant up to date secure tehnology throughout which is constantly reviewed and maintained.

Advertising and links to other websites

Our websites may contain advertising and links to other websites. However no personal information is passed to other websites if you follow one of these links. Gipity is not responsible for the privacy practices or content of linked websites and we would encourage you to read the privacy statements of other websites, since their privacy policy may differ from ours.

Right to view, change or delete your data

You have the right to view, change and delete the information that we store about you. If you wish to do so then please email us at the address shown on our website.

Cookie Policy

Some cookies are used on our websites which are essential to allow us to manage and secure your account and logins to the Gipity service and without these cookies it will be extremely difficult for us to easily or safely manage the service. We may also use some non-essential cookies to anonymously track visitors or enhance your experience of the website. We do not divulge any cookie details or information gained from our use of any cookies to third parties, unless the cookies have been placed by companies that we use to help us manage services within our website (see above). If you're not happy with our cookie policy then please contact us in order to discuss your requirements. To control or disable cookies from us and third parties you can also adjust your browser settings but please note that this may cause our service and website to not function correctly.

Communication and Marketing Policy

There are 2 primary reasons that we may communicate with you...

1. We would like from time to time to contact people and businesses with a view to using our current or future business-related services or products and to do so by methods such as phone, video, email, WhatsApp, SMS text message, Twitter or Linkedin messaging. We would only do this with those who have become our clients, those who have shown an interest in our business, services or products, or with those who have communicated or connected with one of our Directors, staff, contractors or agents via a conference, exhibition, networking, phone, email, WhatsApp, sms, or a recognised social media platform such as Linkedin or Twitter. We would like to communicate with such people if we feel we have a relevant service that may be of interest to you or your business, either now or in the future. We would like to also do this in future if we have a new service or product that is similar to one you currently use, have enquired about or used with us in the past. When we first communicate with you we will attempt to find out from you if you wish to receive future communications from us.
2. If you or your business are signed up and contracted to use our services or products then we would like the ability to email, WhatsApp, sms, video call or call you with mandatory service communications that are designed to update you about the status of the services or products or that services will soon expire or have expired. These communications are designed to inform you about the service you or your business have contracted for. We hope that you will agree to accept such communications to allow us to run your services or products smoothly. However please contact us if you have any concerns about the communications we have with you.

We fully recognise that you have the right to not receive communications or to stop receiving further communications at any time from us and so you may email us at the address shown below or on our website to request that we no longer contact you. You can also reply to any email that we send you or click the relevant 'unsubscribe' link or similar options that will be presented in marketing and newsletter emails.

To clarify, please contact us if you have any requests or queries regarding our communications and marketing. We will be happy to remove your account and data (or sales-lead data if you have not yet signed up to be a client) or modify the settings we hold so that we may only contact you by sms, email, WhatsApp, video and/or phone call. You have the right to request we use any, all or none of these communication methods.

Contact Information

You may contact Gipity at any time to discuss our services and privacy, cookie and marketing & communications policies by emailing us at [email protected] or other email addresses shown from time to time on the Gipity website at https://www.gipity.com.

Before the Internet...

• 1968 BC (Before Computers): Born into an analogue world
• 1982-1986: Discovered computers! Everything from a Vic 20 and BBC micro to an ICL 2900 mainframe
• 1986-1989: Computation degree, UMIST (University of Manchester, Institute of Science & Technology)
• 1989-1999: IT consultant & project manager: Logica, IBM, Reuters, Bankers Trust and Deutsche Bank
• 1994-1997: Started first side hustle as a scuba diving instructor with own dive school in London

Welcome to the Web...

• 1996: Published his first website and the UK's first ever disk-mounted website on the cover of a magazine
• 1999: Developer and project manager at two very early digital agencies in London

The Dot-Com Boom Days...

• 1999: Vision, architect & investor. Created first UK under-a-tenner domain name business, Easily
• 1999: Built and launched early/successful dot-com: a domain, email and web hosting ISP
• 1999-2001: As CEO, managed growth from zero to 2,000 daily domain sales and 30+ staff in under 2 years
• 2000: Invented the web-based DNS dashboard for domains
• 2000: Created early no-code solution for one-page websites, 10,000 clients and £100k ARR from a single £300 server
• 2000: Highly commended for "Entrepreneur of the Year", in European E-commerce Association E-business 2000 awards
• 2001: Easily came 64th in Sunday Times "Top 100 pre-IPO e-businesses in Europe" E-League
• 2001: Ran one of the first successful web affiliate schemes, generating 40% of total revenues in its first year
• 2004: Reached 400,000+ domain name registrations and hosted 30,000+ websites and 40,000+ email accounts
• 2004: Sales primarily through 3,500 active commission earning affiliates and word of mouth to 100,000+ loyal customers
• 2004: Negotiated a successful multi-million pound dot-com exit and sale of Easily

And Then There Was Mobile...

• 2002: Vision & investor. Launched one of the first-ever B2B mobile text marketing services at SMS Expert
• 2007-2011: An early digital nomad, running a B2B SaaS startup from a beach and the desert
• 2007-2019: As CEO, successfully ran leading text marketing B2B SaaS from zero to multi-million turnover
• 2007-2019: CTO & architect. Developed 1.6mil lines of code & supported 1mil daily transactions & API calls

Supporting Other Founders...

• 2020... Consultancy, advice and support for early-stage tech startup founders
• 2022... Helping hand-picked founders find the right investors

Ongoing Projects + Coming Soon...

• 2018... Vision, architect, investor & CTO on several startup ideas:
  • Clickacall™: Instant video calls from anywhere with a single click
  • Nearevo™: Proximity discovery for the internet of things
  • Scan + Click™: Contactless business cards
  • Secly™: Personal online security
• 2021... l2o™ Supporting the next generation of startups and founders
• 2022... Venture Cards™ All startups, in one place • connecting the right founders & investors
• 2024... Vibe engineering for non-techies with an expert builder | Plan, build and launch a scalable MVP
• Soon... l2o Space™ Community for entrepreneurs, founders, investors, advisors, thought leaders and others
• Soon... l2o Studio™ Founders and startup ideas from zero to two ... Lab, Launch, Orbit™