Terms of Service

1. Agreement to Terms

By accessing or using the services of Upsell Business Agency ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you do not have permission to access our services.

2. Services Description

Upsell Business Agency provides software development services including but not limited to:

• AI-powered customer service solutions
• Custom software development
• Web application development
• Mobile application development
• Process automation solutions
• Technical consulting services

3. Client Responsibilities

As a client, you agree to:

• Provide accurate and complete information for project requirements
• Respond to requests for feedback within reasonable timeframes
• Make timely payments as per agreed schedules
• Obtain necessary licenses for any third-party software or content
• Not use our services for illegal or unethical purposes
• Maintain confidentiality of any access credentials provided

4. Project Engagement

4.1 Proposal and Acceptance

Projects begin with a detailed proposal outlining scope, timeline, and costs. Work commences upon written acceptance and receipt of initial payment.

4.2 Project Modifications

Changes to project scope after commencement may result in additional charges and timeline adjustments. All modifications must be agreed upon in writing.

4.3 Deliverables

We will deliver work according to agreed specifications and timelines. Delays caused by client feedback or third-party dependencies may extend delivery dates.

5. Payment Terms

• Payment terms are specified in individual project agreements
• Standard terms: 50% upfront, 50% upon completion
• For larger projects: milestone-based payments
• Late payments incur 2% monthly interest
• Work may be suspended for overdue accounts
• All prices are in EUR unless otherwise specified

6. Intellectual Property

6.1 Client Materials

You retain ownership of all materials you provide to us. You grant us license to use these materials solely for project completion.

6.2 Developed Work

Upon full payment, you receive full ownership of custom-developed code and materials, except for:

• Pre-existing company frameworks and libraries
• Third-party components (subject to their licenses)
• General methodologies and know-how

6.3 Portfolio Rights

We reserve the right to showcase completed projects in our portfolio unless specifically prohibited by confidentiality agreement.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the engagement. This obligation survives termination of services.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed in a professional manner consistent with industry standards. Bug fixes are provided free for 90 days post-delivery.

8.2 Disclaimers

Services are provided "as is" without warranty of merchantability or fitness for a particular purpose. We do not guarantee uninterrupted or error-free operation.

9. Limitation of Liability

Our liability is limited to the amount paid for the specific service. We are not liable for:

• Indirect, incidental, or consequential damages
• Loss of profits or business opportunities
• Data loss (clients should maintain backups)
• Third-party service failures

10. Termination

10.1 Termination by Client

Clients may terminate with 30 days written notice. Payment is due for all work completed and in progress.

10.2 Termination by Company

We may terminate immediately for:

• Non-payment beyond 30 days
• Breach of these terms
• Illegal or unethical use of services
• Abusive behavior towards staff

11. Dispute Resolution

Disputes will be resolved through:

1. Good faith negotiation
2. Mediation (if negotiation fails)
3. Arbitration under Dutch law (if mediation fails)

Legal proceedings, if necessary, will be conducted in the Netherlands.

12. Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including but not limited to natural disasters, pandemics, or government actions.

13. Governing Law

These Terms are governed by the laws of the Netherlands, without regard to conflict of law principles.

14. Changes to Terms

We reserve the right to modify these terms at any time. Changes become effective 30 days after posting. Continued use of services constitutes acceptance of modified terms.

15. Entire Agreement

These Terms, together with any project-specific agreements, constitute the entire agreement between you and Upsell Business Agency.

16. Contact Information