Terms of Service

01About these terms

These terms are entered into between you and Megabite Ltd (“Megabite”, “we”, “us”), a company providing technology consultancy services with offices in the United Kingdom and Mallorca (Illes Balears, Spain).

By using our website or engaging us for services, you accept these terms. If we sign a separate engagement letter, statement of work (SoW) or MSA with you, that signed document takes precedence over these terms to the extent of any conflict.

02Website use

We make this website available for general information and to allow prospective clients to learn about our services and get in touch. You may use the site for those purposes and any other purpose we explicitly permit.

You must not:

• use the site in any way that breaches applicable law or is fraudulent or harmful;
• attempt to gain unauthorised access to the site, its server, or any connected systems;
• introduce malware, scrape content at unreasonable rates, or interfere with normal operation;
• reproduce, republish or commercially exploit our content without our written permission.

The site is provided “as is”. We may change, suspend or discontinue any part of it at any time without notice.

03Our services

Megabite provides technology consultancy and software services, including but not limited to:

• custom web, web-app and mobile-app design and development;
• point-of-sale (POS) system design, integration and rollout, including as a Square Official Partner;
• AI agents (voice, chat, messaging) and automation workflows;
• bespoke internal tools, dashboards and management systems;
• business intelligence, data integration and reporting;
• ongoing maintenance, hosting and support of systems we build.

The exact services, deliverables, timelines and acceptance criteria for your project are defined in your engagement letter or SoW.

04Engagement & quotes

Quotes provided by Megabite are based on the information you give us and our reasonable assumptions at the time. Unless otherwise stated, quotes are valid for 30 days from issue and are exclusive of VAT (UK) or IVA (Spain) where applicable.

An engagement starts when you sign our engagement letter or SoW, or otherwise clearly accept our quote in writing (including email) and we confirm. Any work performed before that — such as discovery calls and initial scoping — is provided in good faith and at no charge unless explicitly agreed.

05Fees & payment

5.1 Project work

Fixed-scope projects are typically invoiced on milestones, with a deposit at engagement. Time-and-materials work is invoiced monthly in arrears against tracked time, with a written summary of work done.

5.2 Retainers & support

Ongoing support and retainer agreements are invoiced monthly in advance. Unused retainer hours do not roll over unless your agreement says otherwise.

5.3 Payment terms

• Invoices are due within 14 days of issue unless otherwise agreed.
• Late invoices may incur statutory interest under the UK Late Payment of Commercial Debts (Interest) Act 1998 (or its Spanish equivalent, where applicable), plus reasonable recovery costs.
• We reserve the right to pause work or suspend access to hosted systems for accounts more than 30 days overdue, having given reasonable written notice.
• Quoted prices exclude third-party costs (e.g. hosting, domains, SaaS subscriptions, payment processing fees) which are passed through at cost unless otherwise agreed.

06Delivery & change requests

We work in short increments and ship working software regularly. Estimated dates are provided in good faith based on agreed scope; they assume timely client responses, decisions and provision of required materials and access.

If you ask for changes outside the agreed scope, we’ll quote the impact on cost and timeline before proceeding. Minor adjustments inside the existing scope are absorbed without a change request.

Acceptance is deemed to have occurred when (a) you confirm acceptance in writing, or (b) you use the delivered work in production, or (c) 10 working days have passed since delivery and you have not raised a reasonable, scope-aligned objection.

07Intellectual property

7.1 Work product

On full payment of fees due for a deliverable, we assign to you all intellectual property rights in the bespoke work product we create specifically for you under that deliverable. You may use, modify and operate that work product as your own.

7.2 Pre-existing materials

Megabite retains ownership of any pre-existing tools, libraries, components, generic patterns, and know-how we use in the course of the project (“Background IP”). To the extent any Background IP is incorporated into work delivered to you, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as embedded in that work product.

7.3 Open-source and third-party components

Some deliverables include open-source software or third-party components licensed under their own terms. You agree to comply with those licences. We’ll flag any licence that has unusual obligations (e.g. copyleft) so you can decide before we include it.

7.4 Showcase & portfolio rights

Unless you tell us otherwise in writing, we may identify you as a Megabite client, describe the work at a high level, and include non-confidential screenshots or stills in our portfolio, case studies and marketing materials. We will not disclose anything confidential or commercially sensitive.

08Your responsibilities

To deliver on time and on budget, we rely on you to:

• provide a single, empowered point of contact who can make decisions;
• provide content, brand assets, access credentials, sample data and reviews in a timely manner;
• warrant that any content or data you supply does not infringe third-party rights;
• ensure that you have authority to instruct us in relation to the systems and data involved.

Delays caused by you (or by your other suppliers, where we’re reliant on them) may push delivery dates and may incur reasonable rescheduling fees if substantial.

09Third-party platforms

Many of our builds integrate with third-party platforms, including but not limited to Square, Shopify, Madisa, Stripe, Twilio, HubSpot, OpenAI and cloud hosting providers such as Google Cloud, Firebase and AWS.

Those platforms are operated by independent third parties under their own terms, pricing and availability commitments. Megabite is not responsible for their performance, outages, pricing changes, or terms of service. We’ll advise you on the right tools for your needs, but the contractual relationship for those services is between you and the provider.

10Confidentiality

Each party will keep the other’s confidential information confidential and only use it for the purposes of the engagement. “Confidential information” means any non-public business, technical, financial or operational information disclosed in connection with the engagement.

This obligation does not apply to information that is publicly available through no fault of the receiving party, was already known to the receiving party, is independently developed without use of the disclosing party’s information, or is required to be disclosed by law (with reasonable notice to the other party where lawful).

Confidentiality obligations survive termination of the engagement for 3 years, except for trade secrets which remain protected for as long as they qualify as such.

11Data protection

Our processing of personal data is described in our Privacy Policy. Where we process personal data on your behalf as part of a build or hosted system, we’ll enter into a Data Processing Agreement (DPA) with you that meets the requirements of UK GDPR Article 28 and (where applicable) EU GDPR Article 28.

12Warranties

We warrant that:

• we will perform our services with reasonable skill and care, in line with current industry practice;
• deliverables will substantially conform to the description in the relevant SoW for a period of 30 days from acceptance; and
• we will use commercially reasonable efforts to keep delivered code free of known security vulnerabilities at the time of release.

If you notify us of a defect during the warranty period, we’ll fix the defect at no charge, as your sole and exclusive remedy. The warranty does not apply to issues caused by misuse, third-party changes, or operating outside agreed parameters.

Otherwise, and to the maximum extent permitted by law, the website and services are provided “as is” and we disclaim all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13Limitation of liability

Nothing in these terms excludes or limits a party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited.

Subject to the above, and to the maximum extent permitted by law:

• Neither party will be liable for indirect, consequential, special, incidental or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, or business opportunities, even if advised of their possibility.
• Megabite’s total aggregate liability arising out of or in connection with the engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees actually paid by you to Megabite under the relevant SoW in the 12 months preceding the event giving rise to the claim.

14Termination

Either party may terminate an engagement:

• for convenience, on 30 days’ written notice (unless your SoW specifies otherwise);
• immediately, if the other party materially breaches these terms or the SoW and fails to remedy that breach within 14 days of written notice; or
• immediately, if the other party becomes insolvent, ceases trading, or enters administration.

On termination: (a) you pay for all work performed up to the termination date and reasonable wind-down costs; (b) we deliver work-in-progress as it stands; and (c) clauses relating to IP, payment of accrued fees, confidentiality, data protection, liability and governing law survive.

15General

• Entire agreement. These terms together with any signed engagement letter or SoW form the entire agreement between us in relation to its subject matter.
• Variation. Any variation must be in writing and signed (or accepted by email) by both parties.
• Severability. If any provision is held unenforceable, the rest of the terms remain in force.
• No waiver. A failure or delay in exercising any right is not a waiver of that right.
• Assignment. Neither party may assign these terms without the other’s prior written consent, except that Megabite may assign to an affiliate or successor in connection with a corporate reorganisation.
• Force majeure. Neither party is liable for failure or delay caused by events beyond reasonable control (e.g. natural disasters, major utility outages, government action, large-scale third-party platform failures).
• Subcontracting. We may use vetted subcontractors and remain responsible for their performance.
• Notices. Notices should be sent to Email Us and (for legal notices) marked “Legal”.
• Third-party rights. A person who is not a party to these terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

16Governing law & jurisdiction

These terms and any engagement under them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute, claim or proceeding arising out of or in connection with them, save that Megabite may bring proceedings in any jurisdiction where you are located to recover unpaid fees.

For clients contracting with our Mallorca office, where a project SoW specifies Spanish law and the courts of Palma de Mallorca, that will apply in place of this clause for that engagement.

17Contact

Any questions about these terms: