Terms & Conditions

1. Introduction

Welcome to WestByte. These Terms and Conditions govern your use of our website, services, and software solutions (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these terms, you must not access our Services.

WestByte is a technology solutions provider registered in Ireland. We provide scalable software development, cloud infrastructure, and enterprise technology services.

2. Definitions

• "Agreement" refers to these Terms and Conditions, our Privacy Policy, and any specific Service Agreement or Statement of Work entered into between WestByte and the Client.
• "Client" or "You" refers to the individual, company, or legal entity that purchases Services from WestByte.
• "Content" refers to all text, graphics, logos, images, software code, and data provided by WestByte or the Client in the course of providing the Services.
• "Deliverables" refers to the final software products, code, documentation, or other tangible outcomes produced by WestByte for the Client.

3. Services and Scope

WestByte agrees to provide the Services described in the specific Statement of Work (SOW) or proposal agreed upon by both parties. We strive to deliver high-quality software and infrastructure solutions, but specific functionality and performance metrics will be defined in the project documentation.

3.1 Client Responsibilities

To ensure the successful delivery of Services, the Client agrees to:

• Provide accurate and timely information, data, and access to systems necessary for WestByte to perform the Services.
• Designate a single point of contact who has the authority to make decisions regarding the project scope and acceptance of Deliverables.
• Ensure that all materials provided by the Client to WestByte do not infringe upon the intellectual property rights of any third party.
• Adhere to the payment schedule outlined in the Service Agreement.

4. Fees and Payment Terms

Fees for the Services will be as specified in the applicable quote or SOW. WestByte reserves the right to adjust fees for any additional work requested by the Client that falls outside the original scope (Change Orders).

4.1 Invoicing

Invoices are issued monthly or upon completion of project milestones, as defined in the agreement. All payments are due within 30 days of the invoice date unless otherwise agreed in writing.

4.2 Late Payments

Failure to pay invoices on time may result in the suspension of Services. WestByte reserves the right to charge interest on overdue payments at the maximum rate permitted by applicable laws.

5. Intellectual Property Rights

5.1 WestByte Intellectual Property

WestByte retains all rights, title, and interest in any pre-existing software, frameworks, libraries, methodologies, and general knowledge utilized in the provision of the Services. This includes any proprietary code developed by WestByte that is reusable across multiple clients ("Background IP").

5.2 Client Intellectual Property

Upon full payment for the Services, WestByte assigns to the Client all right, title, and interest in the specific custom Deliverables created exclusively for the Client under the SOW ("Foreground IP"), excluding any Background IP.

5.3 Third-Party Software

Certain Services may incorporate open-source software or third-party libraries. The Client agrees to comply with the respective licenses of such third-party components.

6. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information disclosed during the term of this Agreement. This includes trade secrets, business strategies, technical data, and user information. Confidentiality obligations survive the termination of this Agreement for a period of five years.

7. Data Protection and Privacy

WestByte is committed to protecting the privacy and security of personal data. Our processing of personal data is governed by our Privacy Policy, which forms part of this Agreement.

• Where WestByte acts as a Data Processor on behalf of the Client, we will process personal data only in accordance with the Client's lawful instructions.
• We implement appropriate technical and organizational measures to protect data against unauthorized or unlawful processing.

8. Warranty and Disclaimer

8.1 Limited Warranty

WestByte warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. We warrant that the Deliverables will materially conform to the specifications outlined in the SOW for a period of 90 days following delivery.

8.2 Disclaimer

Except as expressly stated in this Agreement, the Services are provided "as is" and "as available." WestByte disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

To the fullest extent permitted by law, WestByte shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption, arising out of or relating to this Agreement or the Services.

WestByte's total liability for claims arising under this Agreement shall not exceed the total amount paid by the Client for the Services giving rise to the claim during the twelve months preceding the claim.

10. Termination

Either party may terminate this Agreement for convenience by providing 30 days' written notice to the other party. WestByte may terminate the Agreement immediately if the Client fails to pay any amount due on the due date.

Upon termination, the Client shall pay all outstanding fees for Services performed up to the date of termination. WestByte will deliver the work completed to date, provided payments are made.

11. Governing Law and Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ireland.

12. Indemnification

The Client agrees to indemnify and hold harmless WestByte, its employees, and contractors from any claims, damages, or expenses arising from the Client's use of the Deliverables, violation of these Terms, or infringement of third-party rights resulting from materials provided by the Client.

13. Amendments

WestByte reserves the right to modify these Terms and Conditions at any time. Changes will be effective immediately upon posting to this page. Your continued use of the Services after the posting of revised Terms constitutes your acceptance of the changes.