Terms of Service

01 Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between ByteMarkGrow Ltd ("BMG", "we", "our", "us") and you ("Client", "you"). By accessing our website at bytemarkgrow.com, submitting an enquiry, or executing a separate Service Agreement or Statement of Work (SOW) with BMG, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

02 Our Services

ByteMarkGrow provides professional services including, but not limited to:

• Custom software and web/mobile application development.
• Digital marketing strategy, SEO, paid advertising, and content strategy.
• Enterprise software platforms (SellFlow, BMG ERP, Fleet Management, JISR HRMS).
• Cloud infrastructure, DevOps, and technical architecture consulting.
• Brand strategy, UI/UX design, and product consultancy.

The specific scope, deliverables, timelines, and commercial terms for each engagement are defined in individual Statements of Work (SOW) or Service Agreements, which form part of these Terms when executed.

03 Intellectual Property

Client-owned deliverables: Upon full payment of all applicable fees, BMG assigns to the Client all intellectual property rights in the custom deliverables created specifically for the Client under a SOW, including source code, designs, and documentation (excluding BMG's underlying frameworks and tooling).

BMG IP: All pre-existing BMG intellectual property, including our proprietary platforms (SellFlow, BMG ERP, JISR, Fleet Management), frameworks, libraries, methodologies, and know-how, remains the sole property of ByteMarkGrow Ltd. Where a Client's project leverages BMG proprietary platforms, access is granted under a separate licence agreement.

Website content: All content on bytemarkgrow.com (text, graphics, logos, images) is the property of BMG and protected by copyright. You may not reproduce, distribute, or create derivative works without our written consent.

04 Client Obligations

Clients agree to:

• Provide accurate, complete, and timely information, materials, and feedback required for BMG to deliver services.
• Appoint a designated point of contact with authority to make project decisions.
• Ensure that any content, data, or materials provided to BMG do not infringe third-party intellectual property, privacy, or other rights.
• Not use BMG's deliverables or services for any unlawful, harmful, or fraudulent purpose.
• Pay all invoices in accordance with the agreed payment schedule.

05 Payment Terms

Unless otherwise agreed in a SOW:

• Invoices are due within 14 calendar days of the invoice date.
• Project commencement requires a deposit (typically 30–50% of project value) as specified in the SOW.
• Late payments accrue interest at 8% per annum above the European Central Bank base rate, in accordance with the EU Late Payment Directive (2011/7/EU).
• BMG reserves the right to suspend services for accounts more than 21 days overdue without prejudice to any other remedy.
• All fees are quoted exclusive of VAT/tax unless stated otherwise. Applicable VAT will be added at the prevailing rate.

For payment or billing queries: sales@bytemarkgrow.com

06 Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information received from the other party in connection with the services ("Confidential Information"). This obligation survives the termination of any agreement for a period of 5 years.

Confidential Information does not include information that: (a) is or becomes publicly known without breach of this clause; (b) was already known to the receiving party prior to disclosure; (c) is required to be disclosed by law or a regulatory authority.

07 Warranties & Disclaimers

BMG warrants that: (a) it has the right to enter into these Terms; (b) services will be performed with reasonable care and skill by appropriately qualified personnel; (c) deliverables will substantially conform to the agreed specifications for 90 days following delivery.

Disclaimer: Except as expressly stated, BMG provides its website and services "as is" without warranty of any kind, express or implied. BMG does not warrant that its website will be uninterrupted, error-free, or free of viruses. Marketing performance results (SEO rankings, ad performance, etc.) cannot be guaranteed as they depend on factors outside BMG's control (search engine algorithms, market conditions).

08 Limitation of Liability

To the maximum extent permitted by applicable law, BMG's total liability to the Client for any claim arising out of or in connection with these Terms or a SOW shall not exceed the total fees paid by the Client to BMG in the 12 months preceding the claim.

BMG shall not be liable for: (a) indirect, incidental, or consequential losses; (b) loss of profit, revenue, data, or business; (c) losses arising from the Client's failure to follow BMG's recommendations or to provide accurate information.

09 Indemnification

The Client agrees to indemnify, defend, and hold harmless ByteMarkGrow Ltd and its directors, employees, and contractors from and against any claims, liabilities, damages, and expenses (including legal fees) arising from: (a) the Client's breach of these Terms; (b) Client-supplied materials that infringe third-party rights; (c) the Client's use of deliverables in an unlawful manner.

10 Term & Termination

• These Terms remain in force for the duration of any active SOW or service engagement.
• Either party may terminate a SOW for material breach by the other party if such breach is not remedied within 14 days of written notice.
• BMG may immediately suspend or terminate services for non-payment or violation of these Terms.
• Upon termination, the Client shall pay for all services rendered up to the date of termination. BMG will deliver all completed work product for which full payment has been received.

11 Dispute Resolution

In the event of a dispute, the parties agree to first attempt resolution in good faith through direct negotiation. If unresolved within 30 days, disputes may be referred to mediation under the Irish Commercial Mediation Rules before commencing litigation.

12 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Ireland. Both parties submit to the exclusive jurisdiction of the Irish courts for any disputes arising under these Terms, without prejudice to BMG's right to seek injunctive relief in any jurisdiction.

13 General Provisions

• Entire Agreement: These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior discussions.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement.
• Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control (natural disasters, war, government restrictions, major infrastructure failures).
• Amendments: BMG may update these Terms from time to time. Material changes will be communicated 30 days in advance to active clients.

14 Contact