Service Terms and Conditions

Beltsys Labs Service Terms and Conditions

1. Acceptance of Terms

The use of Beltsys Labs services, the acceptance of any commercial offer, or the payment for any service constitutes full, express and unconditional acceptance of these Terms and Conditions by the Client, with the same binding effect as a handwritten signature.
Acceptance may be manifested by any means, including but not limited to: verbal confirmation, email, WhatsApp, messaging platforms, electronic signature, physical signature, or making a payment.
The Client declares having had prior access to these Terms and Conditions, having read them in their entirety, understanding them and accepting them freely.

2. Modifications and Changes

• Beltsys Labs reserves the right to update the proposal if the original requirements are substantially modified.
• Any additional functionality will require an independent evaluation and budget.
• Substantial modifications may affect agreed delivery timelines and costs.

3. Applicable Terms for Extensions of Existing Projects

For Clients who contracted projects prior to the effective date of this version of Beltsys Labs Commercial Terms and Conditions, any subsequent contracting of additional functionalities, integrations or extensions shall be subject to the Commercial Terms and Conditions in effect at the time of such contracting.
The acceptance of the extension, whether expressly through electronic, documentary means or through payment, constitutes full and unconditional acceptance of the Terms and Conditions in effect.
This provision does not modify acquired rights, prior payment obligations or previously accepted deliverables, and is complemented by the acceptance policies applicable to Beltsys Labs offers and invoicing.

4. Maintenance Scope

• Support service does not include new developments or functionalities.
• Significant changes require an additional budget.
• Preventive and corrective maintenance service available.

5. Work Methodology

• 100% remote development with collaborative tools.
• Communication via email, videoconference and remote support.
• Continuous delivery through secure repositories.

6. Exclusions

7. Client Responsibilities

• Provision of necessary access for development and testing.
• Timely feedback on reviews.
• Approval of deliverables within agreed timeframes.
• Management of excluded licenses.
• Define requirements and technical specifications.
• Make decisions on infrastructure architecture and operational configurations.

8. Technical Environment and Infrastructure

8.1. Client Infrastructure Responsibility

a) The Client must provide the necessary infrastructure for the operation of the software in production.
b) Technical requirements according to agreed specifications.
c) Compliance with established security standards.
d) The Client is responsible for the configuration, maintenance and security of its infrastructure.

8.2. Temporary Development Infrastructure (Optional)

Beltsys Labs may, at its discretion and without any obligation, provide temporary access to development or staging servers solely to facilitate the development process. This provision is subject to the following conditions:

8.3. Temporary Nature and No Warranties

a) Access to Beltsys Labs servers is strictly temporary and solely for development and testing.
b) This service is provided "AS-IS" without any warranty of availability, performance, security or continuity.
c) Beltsys Labs does NOT guarantee uptime, backups, or disaster recovery.
d) The service may be interrupted, suspended or cancelled at any time without prior notice.
e) NOT suitable for production, sensitive data, or permanent storage of critical information.

8.4. Termination of Access

Access to Beltsys Labs servers will terminate automatically:

a) Upon completion of the project and final delivery of the software.
b) 30 days after delivery of the software (whichever occurs first).
c) Immediately in case of non-payment of any invoice.
d) Immediately if Beltsys Labs detects misuse, high resource consumption, or suspicious activity.
e) At any time at Beltsys Labs' discretion without need for justification.

The Client must migrate its data and applications to its own infrastructure before the termination of access.

8.5. Total Exclusion of Liability for Temporary Infrastructure

Beltsys Labs shall NOT be liable under any circumstances for:

a) Loss of data, code, databases, files or any information stored on the temporary servers, whether due to:

Hardware or software failures.
Server deletion.
Cyber attacks or security breaches.
Human errors.
Service termination.
Any other cause.
b) Service interruptions, outages, downtime or unavailability of any duration.
c) Security compromise, unauthorized access, hacks, or security breaches on the temporary servers.
d) Loss of financial assets, crypto assets, tokens, or any economic value that may be stored, processed or managed on the temporary servers.
e) Damages to third parties, end users, or the Client's clients arising from the use of the temporary servers.
f) Privacy violations, personal data leaks, or regulatory non-compliance (GDPR, CCPA, etc.) arising from the use of the temporary servers.
g) Incompatibilities, version conflicts, or migration issues when moving the software to the Client's definitive infrastructure.
h) Data recovery costs, system reconstruction, or hiring of emergency services arising from problems on the temporary servers.

8.6. Absolute Prohibitions on Temporary Servers

8.7. Backups and Client Responsibility

It is the EXCLUSIVE responsibility of the Client to:

a) Perform regular backups of all code, data, databases and configurations.
b) Maintain backup copies in external locations under its control.
c) Verify backup integrity periodically.
d) Plan and execute migration to its definitive infrastructure with sufficient time.
e) Not depend on temporary servers for permanent storage.

Beltsys Labs does NOT perform backups of Client data on temporary servers and has NO obligation to preserve or recover information.

8.8. Access and Security

a) Credentials: The Client is responsible for the security of the access credentials provided.
b) Account activity: The Client is responsible for all activity performed with its credentials.
c) Security configuration: Any security configuration (firewalls, permissions, etc.) is the Client's responsibility.
d) Updates: Beltsys Labs does not guarantee keeping operating systems, base software or dependencies up to date.
e) Monitoring: The Client must implement its own monitoring if deemed necessary.

8.9. Migration to Definitive Infrastructure

The Client acknowledges and accepts that:

a) Migration from temporary servers to the Client's definitive infrastructure is the exclusive responsibility of the Client.
b) Beltsys Labs may assist with migration as an additional service billed separately.
c) Differences between the temporary and definitive environments may cause incompatibilities that the Client must resolve.
d) The Client must plan migration at least 15 days before the access termination date.
e) Beltsys Labs does NOT guarantee that the software will function identically on the Client's infrastructure.
f) Issues arising from differences in configuration, software versions, or limitations of the Client's infrastructure are outside the scope of the warranty.

8.10. Usage and Resource Limits

a) Use of temporary servers is subject to reasonable limits of CPU, RAM, storage and bandwidth.
b) Beltsys Labs may limit, restrict or charge extra for excessive resource usage.
c) Intensive workloads are not permitted without prior written authorization.
d) The Client will be billed for excessive resource usage at market rates.

8.11. Residual Data

8.12. Server Jurisdiction and Location

a) Temporary servers may be located in any jurisdiction.
b) The Client is responsible for verifying that server location complies with its regulatory obligations.
c) Beltsys Labs does not guarantee specific location or compliance with data residency regulations.
d) The Client cannot demand specific server location for the temporary service.

8.13. Costs and Billing

a) Access to temporary servers may be included at no cost in the project or billed separately as agreed.
b) Excessive resource usage will be billed additionally.
c) Extension of access beyond 30 days post-delivery will be billed at Beltsys Labs' current rates.
d) Beltsys Labs reserves the right to change or eliminate this service without prior notice.

8.14. Express Client Acknowledgment

The Client expressly acknowledges and accepts that:

a) Temporary servers are a courtesy to facilitate development, not a guaranteed service.
b) It is their exclusive responsibility to have their own infrastructure from the start of the project.
c) They must NOT depend on temporary servers for any critical operation.
d) They must NOT store information that they cannot afford to lose.
e) They must plan migration to their infrastructure with sufficient advance notice.
f) Data loss on temporary servers is a risk fully assumed by the Client.
g) There are NO backups by Beltsys Labs.
h) Any loss, damage or harm arising from the use of temporary servers is the exclusive responsibility of the Client.

This section applies regardless of negligence, error or omission by Beltsys Labs, representing a fundamental allocation of risk that the Client explicitly accepts.

8.15. Discretionary Acceptance and Use of Temporary Servers

9. Acceptance of Deliverables

Each deliverable shall be deemed accepted if the Client does not report non-conformities in writing within 5 business days from its formal delivery. Failure to report within the deadline constitutes definitive acceptance.
Tacit or express acceptance releases Beltsys Labs from responsibilities regarding the specifically agreed functionality.

10. Security Audits and Client Responsibility

10.1. Critical Systems

For systems managing financial assets, crypto assets or sensitive information, the Client acknowledges and accepts that it is their exclusive responsibility to:

a) Hire independent security audits and pentesting.
b) Conduct code reviews by experts.
c) Implement additional security measures.
d) Hire liability and cybersecurity insurance.
e) Establish reserve funds.

10.2. Beltsys Labs Recommendations

Beltsys Labs may make recommendations, but these are advisory. The final decision rests with the Client. Beltsys Labs does not guarantee the sufficiency of the measures.
All recommendations and decisions will be documented.

11. Software Warranty

The developed software has a warranty of 6 months from the formal acceptance of the final deliverable.

11.3. Process

Ticket system with guaranteed response times. Warranties require that the original source code is not modified and procedures are followed.

11.4. Additional Limited Warranty

Beltsys Labs disclaims all other warranties, express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
The software is developed and delivered according to the specifications, architecture and configurations defined by the Client or mutually agreed upon. Once the software meets the agreed specifications and is accepted by the Client, Beltsys Labs has fulfilled its delivery obligations.
Beltsys Labs does not warrant that the software will be error-free or operate without interruption, as no software can offer such a warranty.

12. Limitation of Liability

In no event shall the total liability of Beltsys Labs, whether by contract, tort, negligence or other legal theory, exceed:

a) The amount paid for the specific deliverable.
b) The total contract value for the project.
c) Absolute limit: €50,000 cumulative.

This limitation applies on a cumulative basis.

12.1. Liability Exclusions

Without prejudice to the foregoing, and for greater clarity, Beltsys Labs shall NOT be liable under any circumstances for:

a) Financial losses, lost profits, indirect, consequential, special or punitive damages, or damages resulting from security breaches, hacks, unauthorized access, or system compromise, whether caused by software vulnerabilities, Client configurations, external attacks, human errors, or a combination of factors.
b) Loss of funds, crypto assets, financial data or any other asset stored, processed or managed through the software.
c) Claims, lawsuits or losses of third parties (including end users, the Client's clients, or associated companies) related to the use or operation of the software.
d) Consequences of Client decisions regarding architecture, infrastructure, security configurations, operational policies, or risk management.
e) Zero-day or third-party vulnerabilities.
f) Regulatory changes.
g) Third-party service interruptions.

The Client expressly acknowledges and accepts that:

a) The development may contain undetected errors.
b) No software is immune to vulnerabilities.
c) The operation of systems managing financial assets or crypto assets carries inherent risks that are beyond the control of Beltsys Labs as a software provider.
d) There are risks of total asset loss due to technical, human or external factors that no software can completely eliminate.
e) The Client is solely responsible for assessing suitability, implementing additional security and insurance.

This exclusion applies even in cases of simple negligence, error, or breach by Beltsys Labs, and represents a fundamental allocation of risk between the parties that the Client explicitly accepts.

13. Indemnification

The Client agrees to indemnify, defend and hold harmless Beltsys Labs, its directors, employees, agents and contractors, from and against all claims, demands, liabilities, damages, losses, costs and expenses (including reasonable attorney fees) arising from or related to:

a) The Client's use of the software.
b) Modifications to the software made by the Client or third parties authorized by the Client.
c) The Client's violations of this agreement.
d) The Client's negligence or misconduct.
e) Third-party claims related to the Client's operations.

14. Insurance and Protection Mechanisms

Exclusive responsibility of the Client: hiring insurance (liability and cybersecurity), reserve funds, backups and auditing.

15. Payment Terms

15.1. General Terms

a) Payments shall be made according to the schedule established in the commercial proposal.
b) All amounts are understood in EUR (Euros) unless expressly stated otherwise.
c) Payments must be made by bank transfer to the account indicated on the invoice.
d) The Client is responsible for any bank fees or transfer costs.

15.2. Payment Deadlines

Unless specifically agreed otherwise:

a) Projects < €5,000: 100% advance payment.
b) Projects €5,000 - €20,000: 50% advance, 50% upon delivery.
c) Projects > €20,000:
40% at start.
30% at 50% progress.
30% upon final delivery.

Maximum payment deadlines are 7 calendar days from invoice issuance, unless expressly agreed otherwise.

15.3. Service Suspension for Non-Payment

In case of default or non-payment:

a) At 3 days overdue: Beltsys Labs will send a payment reminder by email.

b) At 7 days overdue:

Beltsys Labs will suspend all work in progress.
No new progress or source code will be delivered.
Late payment interest will be applied according to Estonian legislation.

c) At 15 days overdue:

Beltsys Labs may unilaterally terminate the contract.
Work performed to date will be invoiced.
The Client will lose the right to the developed code.
Beltsys Labs will retain all material, source code, documentation and deliverables.

15.4. Late Payment Interest

Overdue payments shall accrue late payment interest of 12% per annum or the maximum permitted by Estonian law, whichever is greater, calculated daily from the due date.

15.5. Code and Deliverables Retention

Beltsys Labs shall retain ownership and possession of all source code, documentation, designs and deliverables until:

a) All outstanding payments have been received.
b) All late payment interest has been settled.
c) All recovery costs have been paid.

No access to repositories or credentials will be provided, nor will source code be transferred until full settlement.

15.6. Recovery Costs

In case of default or non-payment, the Client shall be responsible for:

a) Attorney and solicitor fees.
b) Arbitration or collection procedure costs.
c) Administrative collection management fees (15% of the amount owed, minimum €200).
d) Accrued late payment interest.
e) Any other reasonable expense incurred in payment recovery.

15.7. Consequences of Non-Payment

Non-payment or default on any payment shall entitle Beltsys Labs to:

a) Immediately suspend all services, including warranty and support.
b) Terminate the contract without need for prior judicial request.
c) Permanently retain unpaid source code and deliverables.
d) Demand immediate payment of all outstanding invoices, even if not yet due.
e) Report non-payment to credit agencies and commercial databases.
f) Refuse to initiate new projects until total settlement of debts.
g) Take legal action for collection, including international arbitration.

15.8. Intellectual Property Conditional on Payment

While payments remain outstanding:

a) Beltsys Labs retains all intellectual property rights.
b) The Client has no right to use the software or code.
c) Any use shall constitute copyright infringement.

Once full payment is completed, rights will be transferred as agreed in the contract.

15.9. Payment Verification

Payments shall be deemed made only when funds are available and confirmed in the Beltsys Labs bank account.
Payment confirmations or transfer receipts do not constitute effective payment until receipt of funds.

15.10. Partial Payments

Partial payments shall be applied in the following order:

a) Recovery costs and legal fees.
b) Accrued late payment interest.
c) Principal of the oldest debt.

15.11. Right of Set-Off

Beltsys Labs reserves the right to set off any Client debt against amounts that Beltsys Labs may owe the Client, with prior notification to the Client.

15.12. Additional Payment Guarantees

For high-value projects (>€75,000) or new clients, Beltsys Labs may require:

a) Higher percentage advance payment.
b) Bank guarantee.
c) Letter of credit.
d) Escrow deposit.
e) Banking or commercial references.

15.13. Additional Work Billing

Any additional work not contemplated in the original contract:

a) Will be billed separately.
b) Requires advance payment or specific terms.
c) Is not subject to the original project payment schedule.

15.14. No Set-Off by the Client

The Client may not withhold payments, make set-offs or deductions for:

a) Alleged defects or bugs (must use the warranty process).
b) Dissatisfaction with agreed functionalities.
c) Claims not acknowledged by Beltsys Labs.
d) Unauthorized additional work.

Any billing dispute must be resolved according to the established arbitration procedure, but does not suspend the payment obligation.

15.15. Currency and Exchange Rate

All amounts are invoiced in EUR. If the Client pays in another currency:

a) The exchange rate on the date of receipt of funds will apply.
b) The Client assumes the exchange rate risk.
c) The difference must be compensated if payment is insufficient.

15.16. Taxes

Prices do not include VAT or other applicable taxes unless expressly stated. The Client is responsible for any tax, tariff or fee applicable in its jurisdiction.

15.17. Debt Acceleration Clause

Non-payment of any installment or invoice shall make the total outstanding debt immediately due, including future installments not yet due.

15.18. Executive Debt Acknowledgment

The Client acknowledges that invoices issued by Beltsys Labs constitute sufficient executive title for collection proceedings, and waives any defense based on lack of debt acknowledgment, provided the invoice is duly issued.

15.19. Authorization to Report to Credit Bureaus

The Client expressly authorizes Beltsys Labs to report non-payments to:

a) Credit information agencies.
b) Commercial databases.
c) Technology sector business associations.
d) Any public or private delinquency registry.

15.20. Escrow Account - Optional

For projects exceeding €100,000, the parties may agree to use an escrow account where:

a) The Client deposits funds at the start.
b) Funds are released according to milestones achieved.
c) A neutral third party (bank or escrow service) manages the account.
d) Escrow costs: borne by the client.

This protects both parties and facilitates orderly development.

16. Force Majeure

Neither party shall be liable for failure or delay in the performance of its obligations due to causes beyond its reasonable control, including but not limited to: natural disasters, acts of war or terrorism, civil disturbances, internet or telecommunications failures, pandemics, massive cyber attacks, or government actions.

17. Severability

If any provision of this agreement is deemed invalid, illegal or unenforceable by a competent court, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be modified, it shall be severed from the agreement. The remaining provisions shall remain in full force and effect.

18. Entire Agreement and Modifications

This document constitutes the entire agreement between the parties with respect to the provision of software development services and replaces all prior agreements, negotiations and discussions, whether written or oral.
Any modification to this agreement must be made in writing and signed or expressly accepted by both parties.
Beltsys Labs reserves the right to update these Terms and Conditions at any time. Changes will take effect for new contracts from their publication on the website. Existing contracts will maintain the terms accepted at the time of their inception, unless expressly agreed by both parties.

19. Confidentiality and Intellectual Property

19.1. Confidentiality

Both parties commit to maintaining the confidentiality of project information, unless required by law or competent authority.

19.2. Intellectual Property

Unless specifically agreed otherwise:

a) Source code developed specifically for the Client shall be the property of the Client once full payment is completed.
b) Beltsys Labs retains rights over generic components, reusable libraries and developed know-how.
c) The Client obtains a license to use any generic component included in the software.

20. Applicable Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia, without giving effect to its conflict of laws principles.
Any dispute arising from or related to this agreement shall be resolved by binding arbitration in Tallinn, Estonia, in accordance with the rules of the Estonian Chamber of Commerce and Industry.
The arbitral award shall be final and binding on both parties. The parties expressly waive recourse to ordinary courts, except for enforcement of the arbitral award.
The language of arbitration shall be English or Spanish as agreed by the parties.

21. Validity and Effectiveness

These Terms and Conditions are in force from their publication and apply to all services contracted with Beltsys Labs from that date onwards.

22. Notifications

All notifications under this agreement must be made in writing to the email addresses provided by the parties. Notifications shall be deemed received 24 hours after sending.

23. Waiver

The failure to exercise or delay in exercising any right under this agreement shall not constitute a waiver of such right.

24. ACCEPTANCE

Beltsys Labs OÜ | Tallinn, Estonia