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 The Client shall pay to Cybasoft fees at the rate specified in the Purchase Order.
6.2 Unless otherwise stated in the Contract, Cybasoft shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred.
6.3 Unless otherwise stated in the Contract or invoice, payment will be made within seven (7) days. A 5% late fee will be assessed monthly for any overdue amount.
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.
6.8 No refunds will be issued for services rendered or subscriptions canceled mid-term.
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.
9.4 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
14.1 The Contract is governed by government laws and regulations.
12. FORCE MAJEURE
15.1 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
16.1 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.