Terms of Service
Last updated: Oct 1, 2025
1. DEFINITIONS
In these General Terms and Conditions, the following definitions are applicable:
1.1 "Client" means the organization or company with whom the Contract is entered into.
1.2 "Confidential Information" means any information related to the Engagement disclosed by the Client to Cybasoft and vice versa, either directly or indirectly. Confidential Information may include, by way of example but without limitation, products, specifications, formulae, equipment, formulas, models, employee interviews, records, quality monitoring schemes/programs, training materials, business strategies, customer lists, know-how, drawings, pricing information, inventions, ideas, and other information, or its potential use, that is owned by or in possession of the Client and Cybasoft, respectively.
1.3 "Cybasoft" means the service provider under these Terms and Conditions.
1.4 "Contract" means the agreement between the Client and Cybasoft defining the scope of the Engagement and services to be rendered by Cybasoft, as well as the fee schedule for said services. More specifically, the Contract shall consist of the Purchase Order, these Terms and Conditions and any other documents (or parts thereof) specified in the Purchase Order.
1.5 "Engagement" means any agreement, in whatever form, reached between Cybasoft and the Client pursuant to which Cybasoft agrees to render services to the Client in exchange for a fee plus costs.
1.6 "Force Majeure" means any cause beyond the reasonable control of the affected party, including, but not limited to, any act of God, war, riots, acts of the public enemy, fires, strikes, labour disputes, accidents, or any act in consequence of compliance with any order of any government or governmental authority.
1.7 "Project" means the services to be provided by Cybasoft to the Client as specified in the Purchase Order.
1.8 "Purchase Order" means the document (i) setting out the services to be provided by Cybasoft to the Client and (ii) listing any documents and the like to be provided by the Client to Cybasoft such that Cybasoft may perform the Project.
1.9 "Subcontractor" means either an affiliate or subsidiary of Cybasoft, or an independent contractor, respectively, which is qualified to perform the applicable services as contemplated by the Engagement and the Contract, and has been contracted by Cybasoft accordingly, as evidenced by an agreement in writing.
2. GENERAL
2.1 These General Terms and Conditions govern the provision of all services from or on behalf of Cybasoft to the Client and apply to all legal relationships between Cybasoft and the Client.
2.2 These General Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client.
2.3 By contracting on the basis of these General Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and Cybasoft, even if this is not expressly stated.
3. PERFORMANCE OF THE PROJECT
3.1 Cybasoft shall determine the manner in which and the person by whom the Engagement will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
3.2 Cybasoft completes the Project with reasonable skill, care, and diligence according to the Contract.
3.3 The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of amendment to the Engagement and/or the services to be provided thereunder after conclusion of the Engagement.
4. SUBCONTRACTORS
4.1 Cybasoft shall be free to involve Subcontractors, availing of specific expertise, in the performance of the Project, provided that Cybasoft shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to Cybasoft.
5. CLIENT'S OBLIGATION
5.1 The Client shall at all times duly make available to Cybasoft all information and documents that Cybasoft deems necessary to be able to carry out the Engagement correctly, in the specified form and manner.
5.2 The Client guarantees that Cybasoft's employees can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules.
5.3 The Client shall duly inform Cybasoft of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
6. FEES AND EXPENSES
6.1 Unless otherwise agreed in writing, Cybasoft may require a deposit of up to 50% of the estimated Project cost before work begins. Payment of the deposit authorizes Cybasoft to begin the agreed work. For hourly or time-and-materials Engagements, any deposit will be based on the estimated hours and applicable rates. The final invoice will reflect the actual time worked and any approved expenses.
6.2 Any hours, costs, timelines, or completion dates provided by Cybasoft are estimates unless expressly identified as fixed or guaranteed in a written agreement. For hourly or time-and-materials Engagements, Cybasoft will perform the agreed scope based on the estimated effort. Changes to requirements, specifications, integrations, content, or other Project conditions may affect the estimated hours, fees, and delivery timeline. Cybasoft will communicate material changes to the scope or estimated effort when reasonably practicable and, where required by the applicable Contract, obtain the Client's approval before proceeding with additional work.
6.3 Unless otherwise agreed in writing, the remaining balance is due upon completion of the applicable work or milestone. For hourly or time-and-materials Engagements, the remaining balance will be calculated based on actual hours worked and any approved expenses. For fixed-fee Engagements, payment will be based on the fees and payment schedule specified in the applicable proposal, statement of work, or other written agreement.
6.4 The Client may be required to maintain a valid payment method on file. By providing a payment method, the Client authorizes Cybasoft to charge amounts that are due and payable under the applicable Contract, proposal, statement of work, invoice, or other written authorization. If an invoice remains unpaid after its due date, Cybasoft may charge the outstanding balance to the payment method on file, subject to applicable law and any limitations contained in the applicable Contract.
6.5 Unless otherwise stated in the Contract or invoice, payment will be made within seven (7) days. Amounts not paid by the applicable due date may be subject to late fees or other charges specified in the applicable Contract or invoice. A 5% late fee will be assessed monthly for any overdue amount, to the extent permitted by applicable law. Cybasoft reserves the right to suspend work or services on accounts with overdue balances. Any resulting delays to Project schedules or deliverables caused by that suspension will not be the responsibility of Cybasoft.
6.6 Work requested outside the agreed scope may be billed separately at Cybasoft's applicable hourly rate or under a separately agreed fixed fee. Changes to requirements or Project scope may affect estimated hours, fees, and delivery timelines. Cybasoft may require written approval before beginning material additional work.
6.7 All fees and expenses shall be paid in full without any set-off, deduction, or withholding on account of any claim or dispute by the Client, except as required by applicable law.
6.8 No refunds will be issued for services rendered or subscriptions canceled mid-term.
6.9 The specific terms of a Client's proposal, statement of work, order, or other written agreement may establish different payment terms, rates, scope, or other conditions for a particular Engagement. Where applicable, those terms will govern that Engagement to the extent they conflict with these Terms and Conditions.
7. INTELLECTUAL PROPERTY
7.1 All results generated by Cybasoft in the Project, including reports, other documents and materials, shall become the property of the Client.
8. CONFIDENTIALITY
8.1 Cybasoft shall keep secret and not disclose any Confidential Information obtained during the performance of the Project.
8.2 Except with the prior written permission of Cybasoft, the Client shall not publish or otherwise make available the contents of proposals, reports, presentations, memos, or other communications by Cybasoft.
8.3 Confidentiality provisions apply for the duration of the Contract and for five (5) years thereafter.
9. WARRANTIES, LIABILITY, AND INDEMNIFICATION
9.1 Cybasoft shall not be liable if the services provided or the results generated are not absolutely correct.
9.2 Should a party be deemed liable to the other party, Cybasoft's liability shall in aggregate not exceed the price for the Project.
10. TERM AND TERMINATION
10.1 Any times or dates set forth in the Contract for provision or completion by Cybasoft of the services under the Project are estimates only.
10.2 Either party may terminate the Contract by notice in writing forthwith in the event the other party is in material default.
11. GOVERNING LAW AND JURISDICTION
11.1 The Contract is governed by applicable laws and regulations. Any dispute arising out of or in connection with the Contract shall be submitted to the courts having jurisdiction over Cybasoft's principal place of business, unless otherwise required by applicable law.
12. FORCE MAJEURE
12.1 Neither party shall be liable for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event.
13. CHANGE OF TERMS
13.1 Cybasoft may change these terms and conditions at any time and without notice. An updated copy will be available at https://cybasoft.com/terms-of-service.
