Terms of Service

Any proposal, quotation, or estimate provided by the Company is an invitation to treat, not a binding offer. A proposal is valid for 30 calendar days from the date of issue unless stated otherwise, after which it may be revised or withdrawn. Proposals are prepared in good faith based on information available at the time; significant changes to project scope may require a revised proposal.

A binding contract for services is formed only when both parties have signed a Statement of Work (or equivalent engagement letter). An exchange of emails confirming agreement to a SOW constitutes valid execution provided the SOW document is identified by reference. The Client's purchase order number, if applicable, must be stated in the SOW to be valid for payment purposes.

Any request to change the scope, timeline, or deliverables defined in a SOW must be submitted in writing as a Change Request. The Company will assess the impact on fees and timeline and issue a Change Order within a reasonable time. No change is binding until both parties have signed the Change Order. Work performed on the basis of an unsigned change request is at the Client's risk of non-payment for the additional work.

The Company may subcontract elements of the Services to suitably qualified individuals or entities, provided that: (a) the Company remains solely responsible to the Client for the performance of the Services; (b) subcontractors are bound by confidentiality obligations no less restrictive than those in Section 9; and (c) we will notify the Client if a material portion of the work is subcontracted, unless the Client has expressly prohibited subcontracting in the SOW.

The Company operates under two primary pricing models, as specified in each SOW:

All fees are stated exclusive of applicable taxes (VAT / ΦΠΑ) unless expressly stated otherwise. VAT will be added to invoices at the applicable rate under Greek law at the time of invoicing.

Fixed-price projects are typically structured with payment milestones, commonly: (a) an advance payment of 30–50% on contract signature; (b) interim payments tied to agreed milestone deliveries; (c) a final payment on project acceptance. The specific schedule is set out in the SOW.

Invoices are payable within 30 calendar days of the invoice date unless otherwise agreed in writing. Payment must be made in the currency stated on the invoice (EUR by default) by bank transfer to the Company's designated account.

Invoices not paid by the due date will accrue statutory interest under EU Directive 2011/7/EU on Late Payments, as implemented in Greek law by Law 4152/2013. The applicable interest rate is the ECB reference rate plus 8 percentage points, compounded monthly from the due date. The Company may also claim reasonable debt recovery costs. Persistent late payment (exceeding 60 days) constitutes a material breach entitling the Company to suspend services and ultimately terminate the engagement under Section 14.

The Client must notify the Company of any disputed invoice in writing within 10 Business Days of receipt, specifying the basis for the dispute. Undisputed portions remain payable on the original due date. Both parties will attempt to resolve invoice disputes in good faith within 15 Business Days of the dispute notice.

Reasonable pre-approved expenses (travel, accommodation, specialist software licences) will be invoiced at cost with supporting receipts. Expenses exceeding €500 per month require prior written approval from the Client's designated contact.

The Company will use reasonable commercial efforts to meet delivery timelines specified in the SOW. Timeline estimates are made in good faith but are not guarantees unless expressly designated as firm contractual dates. Delays attributable to Client obligations (Section 5) or force majeure events (Section 15) do not constitute a breach by the Company.

On delivery of each milestone or final Deliverable, the Client will have an Acceptance Period (default: 10 Business Days unless specified otherwise in the SOW) to test the Deliverable against the acceptance criteria defined in the SOW. The Client must either:

1. Provide written acceptance ("Acceptance Notice"), confirming the Deliverable meets the agreed criteria; or
2. Provide written rejection specifying in reasonable detail the defects that cause the Deliverable to fail the acceptance criteria.

If no response is received within the Acceptance Period, the Deliverable is deemed accepted ("Deemed Acceptance"). Deemed Acceptance also occurs where the Client uses the Deliverable in production before the Acceptance Period expires.

If a Deliverable is validly rejected, the Company will investigate and, where the reported issue constitutes a genuine failure to meet agreed acceptance criteria, correct the defect within a reasonable time and re-submit for acceptance. The correction of defects does not reset the payment schedule for that milestone. Defects arising from Client-provided content, third-party services outside the Company's control, or post-delivery modifications by the Client are not the Company's responsibility to rectify at no charge.

Following Acceptance, the Company provides a 30-day warranty period during which it will remedy at no additional charge any defects that represent a material failure against the acceptance criteria and that were present but undiscovered at the time of Acceptance. This warranty does not cover defects arising from Client modifications, incompatible third-party updates, or environmental factors outside the Company's control.

Subject to full payment of all amounts due under the Agreement, the Company assigns to the Client, by way of present and future assignment, all right, title, and interest in the Foreground IP — being the bespoke Deliverables created specifically for the Client under the applicable SOW. This assignment is worldwide, perpetual, exclusive, and sublicensable. The Company will execute any further documents reasonably required to perfect this assignment.

The Company retains full ownership of all Background IP. To the extent that any Background IP is incorporated into, or is necessary to use, the Deliverables, the Company grants the Client a non-exclusive, worldwide, perpetual, royalty-free licence to use such Background IP solely as incorporated in the Deliverables. The Client may not extract, re-use, or sub-licence the Background IP independently of the Deliverables.

The Client grants the Company a non-exclusive licence during the engagement to use any materials, content, data, branding, or third-party software provided by the Client solely for the purpose of delivering the Services. The Client warrants that it has all necessary rights to grant this licence and that use of such materials will not infringe third-party rights.

The Deliverables may incorporate open-source software components. Where they do, the Company will: (a) notify the Client in the SOW or a separate licence schedule; (b) ensure that any copyleft obligations (such as under the GPL, LGPL, or AGPL) are disclosed and, where applicable, complied with; and (c) not incorporate open-source components under licences incompatible with the Client's intended use without prior written consent. The Client accepts that open-source components remain subject to their respective licences, which the Client must comply with in its own operations.

Unless the Client requests confidentiality in writing, the Company may reference the Client's name and a general description of the type of work completed in its portfolio and marketing materials. The Company will not disclose confidential technical details, source code, or business metrics without explicit written permission.

Notwithstanding the above, no IP is assigned or licensed to the Client until all outstanding invoices are paid in full. Until that point, the Client has no right to use, copy, distribute, or build upon any Deliverable. This provision survives termination of the Agreement.

Each party ("Receiving Party") agrees to hold the other party's Confidential Information in strict confidence, to use it only for the purpose of performing its obligations or exercising its rights under the Agreement, and not to disclose it to any third party without prior written consent, except as permitted below. These obligations apply during the term of the engagement and for a period of 5 years thereafter.

A Receiving Party may disclose Confidential Information to its employees, contractors, legal advisers, and auditors who have a genuine need to know, provided such persons are bound by confidentiality obligations no less restrictive than these Terms. Disclosure may also be made where required by law, court order, or regulatory authority, in which case the Receiving Party will: (a) give as much prior written notice as lawfully possible; (b) disclose only the minimum information required; and (c) co-operate with the Disclosing Party to seek protective measures where available.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is received from a third party entitled to disclose it without restriction.

On termination of the engagement or on request, each party will promptly return or securely destroy all Confidential Information of the other party in its possession, except to the extent retention is required by law or for the purpose of ongoing legal proceedings. Destruction must be confirmed in writing on request.

Our collection and use of personal data from website visitors and enquirers is governed by our Privacy Policy.

Where the Company processes personal data on behalf of the Client in the course of delivering Services, the Company acts as a data processor and the Client acts as the data controller. In such cases, the parties shall enter into a separate Data Processing Agreement (DPA) compliant with GDPR Article 28 before such processing begins. The Company will not process such personal data other than on the Client's documented instructions and will implement appropriate technical and organisational security measures.

If the Client provides personal data for use in testing, development, or demonstration environments, the Client is responsible for ensuring that such use is lawful and, where practicable, that production personal data is replaced with anonymised or synthetic test data. The Company will promptly delete or return test data containing personal data at the Client's request.

The Company warrants that:

• It has the legal capacity, authority, and necessary rights to enter into and perform the Agreement;
• The Services will be performed with reasonable care, skill, and diligence, consistent with recognised professional standards in the software engineering industry;
• To the best of its knowledge, Deliverables (excluding Client-provided content) will not infringe the intellectual property rights of any third party;
• It will comply with all applicable laws in the performance of the Services;
• Any personnel assigned to the engagement possess the skills and qualifications reasonably required for their role.

The Client warrants that:

• It has the legal capacity and authority to enter into the Agreement;
• All information, materials, and content provided to the Company are accurate, complete, and do not infringe any third-party rights;
• It has obtained all necessary licences, permissions, and consents for any third-party software, data, or content it requires the Company to incorporate into the Deliverables;
• The intended use of the Deliverables will comply with all applicable laws and regulations, including any industry-specific regulatory requirements.

Except as expressly stated in this Agreement, all warranties, conditions, and representations, whether express, implied, statutory, or otherwise — including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement — are excluded to the fullest extent permitted by Greek and EU law. The Company does not warrant that the Services or Deliverables will be error-free, meet all of the Client's requirements, or operate without interruption in all environments.

The Company's total aggregate liability to the Client for all claims arising out of or in connection with any single SOW, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the total fees paid or payable by the Client under that SOW in the 12 months immediately preceding the event giving rise to the claim, or €50,000 (fifty thousand euros), whichever is lower.

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any of the following, even if advised of the possibility of such loss:

• Loss of profits, revenue, business, or anticipated savings;
• Loss of goodwill or reputation;
• Loss or corruption of data;
• Wasted management or staff time;
• Any indirect, consequential, special, or punitive damages.

Nothing in this Agreement limits or excludes either party's liability for:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot lawfully be limited or excluded under Greek or EU law;
• Wilful misconduct or gross negligence (δόλος ή βαριά αμέλεια).

Each party has a duty to take reasonable steps to mitigate any loss it suffers. A failure to mitigate will be taken into account in assessing any claim under the Agreement.

The Client shall indemnify, defend, and hold harmless the Company and its directors, employees, and contractors from and against any third-party claims, damages, losses, penalties, and expenses (including reasonable legal fees) arising from:

• The Client's breach of any warranty, obligation, or representation in this Agreement;
• Any claim that Client-provided content, data, or specifications infringe a third party's intellectual property, privacy, or other rights;
• The Client's use or misuse of the Deliverables in a manner not authorised by this Agreement or applicable law;
• Any regulatory violation committed by the Client in connection with the use of the Deliverables.

The Company shall indemnify, defend, and hold harmless the Client from and against any third-party claims that the Deliverables (as delivered, and excluding Client-provided content or modifications made by the Client) infringe the intellectual property rights of a third party. This indemnity does not apply where the infringement arises from: (a) the Client's modifications to the Deliverables; (b) use of the Deliverables in combination with software or systems not approved by the Company; or (c) the Client's failure to implement updates provided by the Company to resolve a known infringement.

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) provide reasonable co-operation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations, restrictions, or liability on the indemnified party without its prior written consent.

These Terms remain in force while any SOW is active or while a business relationship exists between the parties. Each SOW commences on its execution date and expires on completion of the Services and payment in full, unless terminated earlier under this Section.

Either party may terminate a SOW for convenience by giving 30 calendar days' written notice. On termination for convenience, the Client shall pay for all Services performed and Deliverables produced up to and including the effective date of termination, plus any non-cancellable third-party costs reasonably incurred. No refund of advance payments is due where the Company has performed the corresponding work.

Either party may terminate a SOW with immediate effect on written notice if the other party:

• Commits a material breach of the Agreement and (where the breach is capable of remedy) fails to remedy it within 15 Business Days of receiving written notice specifying the breach;
• Becomes insolvent, enters administration, liquidation, or any analogous process in any jurisdiction;
• Commits fraud or wilful misconduct in connection with the Agreement.

Termination for cause by the Company (due to Client breach) does not entitle the Client to any refund of fees paid; all work completed and in progress is immediately payable. Termination for cause by the Client (due to Company breach) entitles the Client to a refund of advance payments for undelivered work, less reasonable compensation for work completed to date.

On expiry or termination of any SOW:

• All outstanding payment obligations become immediately due and payable;
• Each party shall return or destroy the other's Confidential Information (Section 9.4);
• The Company will deliver to the Client all work product and Deliverables completed to date (subject to full payment);
• Licences and IP assignments are conditional on full payment as described in Section 8.6.

Sections 6, 8, 9, 10, 11, 12, 13, 17, and 18 survive termination of any SOW and these Terms.

You may access and use the Site for lawful purposes only — specifically, to learn about the Company's services, make enquiries, and review publicly available information. All content on the Site, including text, graphics, logos, code samples, and design, is the intellectual property of the Company or its licensors and is protected by copyright under Greek and EU law.

You must not:

• Copy, reproduce, republish, or distribute any Site content without prior written permission;
• Attempt to gain unauthorised access to any part of the Site, its servers, or connected systems;
• Use the Site to transmit malware, spam, or other harmful or unlawful content;
• Use automated scraping, crawling, or data extraction tools on the Site without our written consent;
• Misrepresent your identity or affiliation when using the Site or contacting us;
• Use the Site in any way that could impair its performance or availability for other users.

The Site is provided on an "as available" basis. We do not guarantee continuous, uninterrupted access and may modify, suspend, or discontinue the Site at any time without notice. While we take care to keep content accurate and up to date, information on the Site is provided for general information only and does not constitute professional advice. We do not accept liability for errors or omissions in Site content.

These Terms, together with any executed SOW, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior negotiations, representations, warranties, and understandings relating thereto. No statement or document provided during pre-contractual discussions forms part of the Agreement unless expressly incorporated by reference in the SOW.

If any provision of these Terms is held by a competent court to be invalid, unenforceable, or void, that provision will be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from the Agreement. All remaining provisions continue in full force and effect.

No failure or delay by either party in exercising any right or remedy under the Agreement constitutes a waiver of that right or remedy. A waiver of a breach does not constitute a waiver of any subsequent breach of the same or any other provision.

These Terms may only be amended by written agreement signed by authorised representatives of both parties. In the absence of such agreement, no course of conduct, oral agreement, or informal exchange creates a binding modification.

Neither party may assign or transfer any rights or obligations under the Agreement to a third party without the other party's prior written consent, except that the Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets to an entity that assumes all obligations herein, with written notice to the Client.

The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship. The Company's personnel are not employees of the Client and the Company is solely responsible for their remuneration, tax, and social security obligations.

During an active engagement and for a period of 12 months following its conclusion, the Client agrees not to directly solicit, recruit, or employ any individual who was involved in delivering the Services under a SOW, without the Company's prior written consent. A breach of this clause entitles the Company to a reasonable placement fee calculated as 20% of the solicited individual's annual gross compensation.

All formal notices under this Agreement must be in writing and delivered by: (a) email with confirmed delivery receipt to the addresses specified in the SOW; (b) courier to the registered address; or (c) registered post with return receipt. Notices are effective on confirmed receipt. Day-to-day project communications may be conducted through agreed project management tools (e.g. Jira, Slack, email) and do not require formal notice.

These Terms and all Agreements arising from them are governed by and construed in accordance with the laws of the Hellenic Republic (Greece), without regard to its conflict-of-law provisions. Where applicable, EU law (including GDPR and the Late Payment Directive) takes precedence over domestic Greek law.

Before commencing formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by sending written notice identifying the dispute. The parties will meet (in person, by video, or by phone) within 15 Business Days of such notice and attempt to resolve the matter within 30 Business Days thereafter.

If negotiation does not resolve the dispute, the parties may, by mutual agreement, refer it to mediation under the rules of the Athens Bar Association Mediation Centre or another agreed mediation body. Mediation is voluntary and without prejudice to the parties' rights to pursue litigation.

Subject to the above, each party irrevocably submits to the exclusive jurisdiction of the competent courts of Athens, Greece to settle any dispute arising out of or in connection with these Terms or any Agreement. Where a Client is domiciled in another EU Member State, EU Regulation 1215/2012 (Brussels I Recast) on jurisdiction applies alongside this clause.