Terms & Conditions

Welcome to ByteSphere. These Terms & Conditions (the “Terms”) govern your access to and use of the website at bytesphere.devand related subdomains (the “Site”), as well as any consulting, design, development, deployment, maintenance, AI automation, or other professional services we provide (collectively, the “Services”).

In these Terms, “ByteSphere,” “we,” “us,” and “our” refer to ByteSphere as a software studio and technology consultancy. “You” and “your” refer to the person or entity using the Site or engaging us. By accessing the Site, contacting us through any channel, or engaging us for Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, please do not use the Site or engage our Services.

You must be at least 18 years old and capable of forming a binding contract under the law of your jurisdiction to use the Site or engage our Services. If you are acting on behalf of a company, partnership, or other organization, you represent that you have authority to bind that entity to these Terms.

The Site and Services are intended for business use. We do not knowingly market to or contract with consumers in their personal capacity, except where the engagement is clearly identified as such.

ByteSphere provides software and technology services that may include, without limitation:

• Custom web, mobile, and desktop application development.
• AI and machine-learning integrations, automations, and agent systems.
• Cloud architecture, deployment, and DevOps consulting.
• UI/UX design, branding, and product strategy.
• Maintenance, optimization, and ongoing technical support.
• Technology audits, code reviews, and consulting engagements.

The specific scope, deliverables, timelines, fees, and acceptance criteria for any engagement will be described in a separate proposal, statement of work, order form, or written agreement (each, a “SOW”). In the event of a conflict between these Terms and a signed SOW, the SOW controls for that engagement.

Quotes and estimates we provide are valid for 30 days unless otherwise stated and are based on the information available to us at the time. An engagement is formed only when both parties sign a SOW, accept a proposal in writing (including by email), or pay an invoice or deposit for a defined scope of work.

We reserve the right to decline or terminate any engagement that we reasonably believe is unlawful, unethical, technically infeasible, harmful to third parties, or outside our area of competence.

The following financial terms apply unless your SOW says otherwise:

• Currency & taxes: Fees are stated exclusive of taxes, duties, bank charges, and platform fees, which are your responsibility where legally applicable.
• Deposits: For fixed-scope projects, we typically require a non-refundable deposit (commonly 30–50%) before work begins.
• Milestones: Remaining fees are invoiced against milestones or on a defined schedule, as set out in the SOW.
• Time & materials: Where work is billed hourly, we invoice in arrears based on tracked time and approved expenses.
• Payment terms: Invoices are due within 14 days of issue unless otherwise stated.
• Late payment: Overdue invoices may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend work and withhold deliverables until outstanding amounts are paid in full.
• Expenses: Pre-approved out-of-pocket expenses (third-party licenses, infrastructure costs, paid APIs, travel) are billed at cost.

We’re happy to evolve scope as a project progresses. Any change that materially affects the deliverables, timeline, or fees (a “Change Request”) must be documented in writing — email is fine — and agreed by both parties before we proceed. We are not obligated to perform out- of-scope work, and we may decline Change Requests that would compromise quality, security, or previously agreed timelines.

To allow us to deliver on time and to the agreed quality, you agree to:

• Provide accurate and timely information, content, credentials, access to third-party services, and decisions reasonably required for the work.
• Designate a primary point of contact with authority to approve deliverables and Change Requests.
• Review deliverables and provide feedback within the timeframes set out in the SOW (typically within 5–10 business days). Deliverables not rejected with specific reasons during the review window are deemed accepted.
• Ensure that any content, code, brand assets, or data you provide does not infringe the rights of any third party and complies with all applicable laws.
• Pay fees on time and maintain valid billing details.

Delays caused by missing inputs, late approvals, or unavailable stakeholders are not our responsibility and may push timelines and/or increase fees.

a. Pre-existing materials

Each party retains ownership of intellectual property it owned before the engagement, including tools, libraries, frameworks, code snippets, design systems, methodologies, and know-how (“Pre-Existing IP”).

b. ByteSphere tooling

We use internal libraries, components, scripts, and templates to deliver work efficiently. These remain our property. We grant you a perpetual, worldwide, royalty-free, non-exclusive license to use such ByteSphere tooling solely as embedded within and necessary to operate the deliverables we build for you.

c. Project deliverables

Subject to full payment of all fees due, you receive ownership (or, where ownership cannot transfer, a perpetual, worldwide, royalty-free license) of the bespoke deliverables we create specifically for you under a SOW. Open-source dependencies retain their original licenses.

d. Portfolio & case studies

Unless your SOW says otherwise, we may identify you as a client, display your name and logo, and use non-confidential descriptions, screenshots, or excerpts of the work for portfolio, case-study, and marketing purposes. We will not disclose information you have specifically marked as confidential.

e. Third-party content

Stock assets, fonts, plugins, models, datasets, and APIs licensed from third parties are subject to their own license terms, which you are responsible for complying with once ownership of the deliverables transfers.

Our deliverables may incorporate open-source components and code that has been generated, refined, or accelerated with the assistance of AI tooling. We use commercially reasonable efforts to:

• Choose open-source components with permissive, business-friendly licenses where practical.
• Document material third-party dependencies on request.
• Review AI-assisted output for quality, security, and license compatibility before it is delivered.

You acknowledge that AI-generated output may produce results that are not unique to you and that the legal landscape around AI-generated work is still evolving.

Each party may receive confidential information (“Confidential Information”) from the other in the course of an engagement. Confidential Information includes business plans, technical specifications, source code, customer data, financial information, and anything else that a reasonable person would understand to be confidential.

Each party agrees to (a) protect the other’s Confidential Information with at least the same care it uses to protect its own, and no less than a reasonable standard; (b) use it only for the purposes of the engagement; and (c) not disclose it to any third party except sub-processors, advisors, or contractors bound by confidentiality obligations no less protective than those in these Terms.

These obligations do not apply to information that is publicly available without breach, was already known to the receiving party without restriction, is independently developed without use of the Confidential Information, or must be disclosed under law (provided the receiving party gives reasonable notice where legally permitted).

Our handling of personal data is described in our Privacy Policy. Where ByteSphere processes personal data on your behalf as a data processor (for example, when operating an application we built for you), we will do so in accordance with documented written instructions and, where required by law, under a separate data-processing addendum.

You are responsible for ensuring you have a lawful basis to collect any personal data you provide to us, for providing required notices to data subjects, and for honoring data-subject rights regarding data you control.

When using our Site, you agree not to:

• Attempt to gain unauthorized access to any system, account, or data.
• Probe, scan, or test the vulnerability of our infrastructure without prior written consent.
• Interfere with the Site’s operation through denial-of-service attacks, scraping that degrades performance, malware, or similar means.
• Reverse engineer or attempt to extract source code, except where permitted by law.
• Use the Site to send spam, phishing, or other unlawful, deceptive, or harmful communications.
• Use the Site or our branding in a way that misrepresents your relationship with ByteSphere.
• Train AI or machine-learning models on the Site’s contents without our written permission.

We may, at our discretion and without notice, suspend or terminate access to the Site or Services for any user who violates these Terms.

Our Services may rely on or interoperate with third-party platforms — for example, hosting (Vercel, AWS, Azure, GCP), repository providers (GitHub), AI providers (OpenAI, Anthropic, and others), payment processors, analytics providers, and communication tools. Your use of those services is subject to their own terms and policies, and we are not responsible for them. If a third-party service changes, is deprecated, or becomes unavailable, we will work with you in good faith to adapt, but we are not liable for the consequences of such third-party changes.

We warrant that we will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards and the agreed specifications.

Except for the express warranties in these Terms or a SOW, the Site and Services are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted availability, and freedom from defects, viruses, or errors.

We do not warrant that the Site or any deliverable will meet every business requirement, achieve any specific commercial result, be compatible with every future third-party platform change, or operate without interruption.

To the maximum extent permitted by law:

• Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost data, lost business opportunities, or damage to goodwill, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.
• Each party’s total aggregate liability arising out of or relating to these Terms or any engagement will not exceed the fees actually paid to ByteSphere for the specific engagement giving rise to the claim during the 12 months preceding the event that gave rise to the liability.

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded — including, where applicable, liability for death or personal injury caused by negligence, fraud, or willful misconduct.

You agree to indemnify, defend, and hold harmless ByteSphere and its officers, directors, employees, contractors, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) content, data, materials, credentials, or instructions you provide; (b) your use of the deliverables in violation of these Terms, the SOW, or applicable law; and (c) your breach of any representation or obligation in these Terms.

These Terms apply for as long as you use the Site or have an active engagement with us. Either party may terminate an engagement:

• For convenience, on written notice as specified in the SOW (typically 14–30 days).
• For material breach, if the other party fails to cure the breach within 14 days of receiving written notice describing it.
• Immediately, if the other party becomes insolvent, enters bankruptcy, or ceases operations.

On termination: (a) you will pay all fees accrued up to the termination date, including for work-in-progress; (b) we will deliver work product completed and paid for; (c) each party will return or destroy the other’s Confidential Information on request; and (d) provisions that by their nature should survive (including ownership, payment of outstanding fees, confidentiality, warranty disclaimers, limitations of liability, indemnification, and dispute resolution) will survive.

During an engagement and for 12 months after it ends, you agree not to directly solicit for employment or engagement any ByteSphere employee or contractor who was materially involved in your work, without our prior written consent. General advertising not specifically targeted at our team is not a violation of this clause.

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, sanctions, internet or telecommunications outages, large-scale cloud-provider outages, or pandemics. The affected party will give prompt notice and use reasonable efforts to mitigate the impact.

ByteSphere acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other except as expressly set out in these Terms or a signed SOW.

These Terms are governed by the laws applicable at the place of ByteSphere’s principal business operations, without regard to its conflict-of-laws principles. The specific governing law and dispute-resolution venue for a given engagement may be set out in the relevant SOW, in which case the SOW controls for that engagement.

The parties will attempt in good faith to resolve any dispute through direct negotiation. If a dispute cannot be resolved within 30 days, either party may pursue available legal remedies in a court of competent jurisdiction at the agreed venue, except that either party may at any time seek injunctive or equitable relief to protect intellectual property or Confidential Information.

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date at the top of this page and, where appropriate, provide additional notice (for example, by email or a banner on the Site). Your continued use of the Site or Services after the updated Terms take effect constitutes acceptance of the changes. If you do not agree, you must stop using the Site and Services.

• Entire agreement: These Terms, the Privacy Policy, and any applicable SOW form the entire agreement between the parties regarding the subject matter and supersede prior or contemporaneous agreements on the same topic.
• Severability: If any provision is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
• Waiver: A failure or delay in enforcing any right is not a waiver of that right.
• Assignment: You may not assign these Terms or any SOW without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of your assets. We may assign these Terms to an affiliate or in connection with a reorganization.
• Notices: Legal notices to us must be sent to the email address in Section 24. Notices to you may be sent to the email address you have provided.
• Language: The authoritative version of these Terms is the English version.

For questions about these Terms, to request a SOW template, or to give formal legal notice, please reach out:

• Email: contact@bytesphere.dev
• Phone: +7 (995) 015-31-02 / +7 (999) 906-03-36
• WhatsApp: wa.me/79950153102
• Telegram: t.me/bytesphere_dev