Terms of Service

Acceptance of Terms

By accessing our website or engaging Bytelogist for software development and related services (collectively, the "Services"), you agree to these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company, you represent that you have authority to bind the company to these Terms.

Services and Engagements

• Scope: We provide discovery, design, development, testing, deployment, and maintenance per proposal, statement of work (SOW), or order form.
• Changes: Any scope changes require written agreement and may affect timelines and fees.
• Dependencies: Client dependencies (access, content, credentials, approvals) impact delivery timelines.

Client Responsibilities

• Provide timely feedback, materials, and access necessary for delivery.
• Ensure content and data provided do not infringe third‑party rights or laws.
• Designate a single point of contact for approvals and decisions.

Fees, Invoicing, and Payment

• Fees are stated in the proposal/SOW and billed per milestones or time & materials.
• Invoices are payable within the agreed payment terms. Late payments may accrue interest.
• Client reimburses pre‑approved expenses (e.g., licenses, cloud costs) at cost.

Intellectual Property

• Pre‑existing IP: Each party retains ownership of its pre‑existing materials, tools, and know‑how.
• Deliverables: Upon full payment, Client receives ownership in project‑specific deliverables, excluding our pre‑existing IP, libraries, and general know‑how. We grant Client a license to use embedded components necessary for the deliverables.
• Open‑source: We may incorporate open‑source software under respective licenses; Client agrees to comply with applicable license terms.

Confidentiality

Each party will protect the other’s confidential information and use it only to perform under these Terms. Confidential information excludes information that is public, independently developed, or rightfully obtained from third parties without confidentiality obligations.

Warranties and Disclaimers

• We warrant Services will be performed in a professional and workmanlike manner.
• Except as expressly stated, the Services and deliverables are provided "as is" and "as available".
• We disclaim implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.

Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or lost profits. Our aggregate liability under these Terms will not exceed the fees paid to us for the Services giving rise to the claim during the six (6) months preceding the event.

Indemnification

Client agrees to indemnify and hold harmless Bytelogist from claims arising out of (i) Client content or data, (ii) misuse of the Services, or (iii) violation of law or third‑party rights by Client.

Term and Termination

• Either party may terminate for material breach not cured within thirty (30) days of notice.
• Either party may terminate for convenience under the terms of the applicable SOW or agreement.
• Upon termination, Client pays for Services performed to date; applicable IP transfer provisions still apply.

Governing Law and Dispute Resolution

These Terms are governed by the laws of England and Wales, without regard to conflict‑of‑law rules. The parties submit to the exclusive jurisdiction of the courts located in London, England.

Changes to Terms

We may update these Terms to reflect operational or legal changes. The updated Terms will be posted with a revised effective date. Continued use or engagement constitutes acceptance.

Contact

Questions about these Terms? Contact us at contact@bytelogist.com.