Terms & Conditions
Last updated: 14 March 2026
1. Scope and Applicability
These General Terms and Conditions ("Terms") apply to all services provided by upbyte® e.K. ("upbyte", "we", "us") to clients ("Client", "you"). By engaging our services, you agree to these Terms.
These Terms apply exclusively. Any conflicting, additional, or deviating terms proposed by the Client shall not apply unless expressly agreed upon in writing by upbyte.
2. Services
upbyte provides IT services including, but not limited to:
- Process Automation: Design and implementation of automated workflows and systems
- Platform Development: Custom software development, web applications, APIs, and infrastructure
- Retainer Services: Ongoing development, maintenance, support, and advisory services
The specific scope, deliverables, and timeline for each engagement are defined in individual project proposals, statements of work, or service agreements.
3. Contracts and Orders
A binding contract is formed upon written acceptance of a proposal or statement of work by both parties. Written form includes email confirmation. Verbal agreements must be confirmed in writing to be binding.
Changes to the agreed scope of work ("Change Requests") must be submitted in writing and are subject to mutual agreement on adjusted timelines and pricing.
4. Pricing and Payment
- All prices are stated in the agreed currency as specified in the respective proposal or service agreement
- Invoices are due for payment within 14 days of the invoice date, unless otherwise agreed in writing
- All prices are net prices; applicable taxes (e.g. GST) will be added where required by law
- In the event of late payment, upbyte reserves the right to charge interest at a rate of 1.5% per month on the outstanding balance
- upbyte reserves the right to suspend services if payment is overdue by more than 30 days
5. Intellectual Property
5.1 Platform and Tools
All intellectual property rights in upbyte's proprietary platforms, tools, libraries, frameworks, and methodologies remain the exclusive property of upbyte. The Client receives a non-exclusive, non-transferable licence to use such components as part of the delivered solution.
5.2 Client-Specific Deliverables
Upon full payment of all outstanding invoices, intellectual property rights in custom code and deliverables created specifically for the Client transfer to the Client, unless otherwise agreed in the service agreement.
5.3 Client Data
All data provided by the Client remains the exclusive property of the Client. upbyte will not use Client data for any purpose other than providing the agreed services.
6. Confidentiality
Both parties agree to treat all non-public information received from the other party as confidential. This obligation survives the termination of the contract for a period of 3 years.
Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is disclosed pursuant to legal or regulatory requirements.
7. Data Protection
upbyte processes personal data in accordance with its Privacy Policy and applicable data protection laws, including Singapore's Personal Data Protection Act 2012 (PDPA) and the EU General Data Protection Regulation (GDPR).
Where upbyte processes personal data on behalf of the Client, a separate Data Processing Agreement will be entered into as required.
8. Liability
- upbyte shall be liable without limitation for damages caused by wilful misconduct or gross negligence
- For slight negligence, upbyte's liability is limited to the total fees paid by the Client under the relevant contract in the 12 months preceding the event giving rise to the claim
- upbyte shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits, loss of data, or business interruption
- The Client is responsible for maintaining adequate backups of their data and systems
9. Term and Termination
9.1 Project-Based Engagements
Project-based contracts end upon delivery and acceptance of the agreed deliverables. Either party may terminate a project-based contract with 30 days' written notice. In such case, the Client shall pay for all work completed up to the date of termination.
9.2 Retainer Services
Retainer agreements may be terminated by either party with 30 days' written notice to the end of a calendar month, unless a different notice period is specified in the service agreement.
9.3 Termination for Cause
Either party may terminate the contract immediately for cause if the other party: (a) materially breaches the contract and fails to remedy such breach within 14 days of written notice; or (b) becomes insolvent or subject to insolvency proceedings.
10. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or cyberattacks. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.
11. Applicable Law and Jurisdiction
Note: The applicable law and jurisdiction for this agreement are subject to legal review. The following options are under consideration:
- Option A — German law: These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The courts of Kiel, Germany, shall have exclusive jurisdiction.
- Option B — Singapore law: These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore. The courts of Singapore shall have exclusive jurisdiction.
The applicable option will be determined following legal review and clearly stated in individual service agreements.
12. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision.
13. Amendments
upbyte reserves the right to amend these Terms at any time. Amendments will be published on our website and will take effect 30 days after publication. For existing contracts, amendments require written agreement by both parties.
14. Entire Agreement
These Terms, together with any applicable service agreements, proposals, and statements of work, constitute the entire agreement between the parties. They supersede all prior negotiations, representations, and agreements relating to the subject matter hereof.
15. Contact
For any questions regarding these Terms and Conditions, please contact us:
upbyte® e.K.
Schwastrum 60, 24351 Damp, Germany
Phone: +49 4352 9530000
Email: info@upbyte.de