Engineering Services Terms

1. Parties and Application

These Engineering Services Terms (the "Terms") govern the provision of systems engineering services by Paylo One, registered with the Dutch Chamber of Commerce (KvK) under number 42091728, with its registered address at Lange Viestraat 2B, 3511 BK Utrecht, Netherlands ("Paylo.One", "we", "us"), to a client ("you", "the Client").

These Terms apply to every quotation, engagement letter, statement of work, and agreement for services between us, and to every variation of one, unless we agree otherwise in writing.

Where these Terms conflict with a signed engagement letter or statement of work, that document prevails on the point of conflict. Where they conflict with the Client's own purchase terms or general conditions, these Terms prevail, and the applicability of the Client's general conditions is expressly rejected, unless we have accepted them in writing.

These Terms do not govern the Pilot subscription service, which is covered by our separate Terms and Conditions and Refund Policy.

2. Business Clients Only

Our engineering services are offered exclusively to businesses, public bodies, and other organisations acting in the course of a trade, business, craft, or profession. They are not offered to consumers.

By entering into an engagement you confirm that you are not acting as a consumer, and that the person agreeing to these Terms is authorised to bind the organisation they represent.

Nothing in these Terms affects the rights of a consumer who subscribes to the Pilot service, which are set out in our Terms and Conditions and Refund Policy.

3. Engagement and Scope

An engagement begins when both parties sign an engagement letter or statement of work, or when the Client confirms our written proposal in writing and we begin work. Quotations and proposals are valid for thirty days unless they state otherwise and are not binding until accepted.

Nothing on our website, in a presentation, or in preliminary correspondence constitutes an offer or a commitment to perform work.

The first engagement is normally a discovery of fixed length and fixed fee, with stated exit criteria and defined deliverables. Discovery may conclude that the work should not proceed as conceived, or that we are not the right provider for it. That is a valid outcome of discovery and does not entitle either party to a refund of the discovery fee.

Each statement of work defines its own scope, deliverables, acceptance criteria, assumptions, dependencies, timeline, and fees. Work outside an agreed scope is performed only under a written variation that records the change and its effect on fees and timeline.

4. How We Perform the Services

We perform the services with the reasonable skill and care to be expected of a competent professional engineering provider, applying the engineering standard we publish at github.com/Paylo-One/engineering-constitution as it stands at the start of the engagement.

We classify each piece of work and apply the engineering sequence that classification requires. Where implementation reveals that agreed requirements are wrong, infeasible, or internally inconsistent, we will raise the conflict with you in writing and propose a revision rather than silently building an alternative. Resolution of such a conflict may require a variation under section 3.

We use AI-assisted engineering tools. Their use is subject to the same classification, verification, and review requirements as any other work, a named engineer remains accountable for every deliverable, and no tool is given access to your material except as agreed under section 8.

We may use subcontractors and third-party services in performing the engagement. We remain responsible to you for work they perform, and we bind them to confidentiality obligations no less protective than those in section 7.

Unless a statement of work says otherwise, we work remotely and choose our own working hours and methods. We are an independent contractor, and nothing in an engagement creates employment, partnership, agency, or a joint venture between us.

5. Client Obligations

You will provide, in good time, the information, documentation, decisions, approvals, personnel, environments, and access the engagement reasonably requires, and you are responsible for the accuracy and completeness of what you provide.

You will name a single individual with authority to give instructions, approve decisions, and accept deliverables, and you will tell us in writing if that person changes.

Where we require access to your systems, you will provision it, and you are responsible for your own backups, for the security of your environments, and for any authorisations or consents needed from third parties whose systems or data are involved.

If your failure to meet these obligations delays or obstructs the work, agreed dates move accordingly, we may charge for time reasonably lost at the rates in the statement of work, and we are not liable for the consequences of that delay.

6. Delivery and Acceptance

Deliverables are verified against the requirements and invariants recorded for the engagement. Where a statement of work sets acceptance criteria, those criteria govern acceptance.

Unless a statement of work says otherwise, you have ten working days from delivery to test a deliverable and to notify us in writing of any failure to meet its acceptance criteria, with enough detail for us to reproduce the failure. If you do not, or if you put the deliverable into productive use, the deliverable is accepted.

Where a notified failure is genuine, we will correct it within a reasonable period at no additional charge and redeliver. Repeated correction of the same deliverable does not restart the engagement timeline or create a right to withhold fees for other accepted deliverables.

Dates for delivery are estimates made on the information available and are not of the essence unless a statement of work expressly makes a specific date binding. We will tell you promptly if a date is at risk, with the reason.

7. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the engagement, and disclose it only to those of its personnel and subcontractors who need it and are bound by equivalent obligations. Confidential information includes source code, architecture, business plans, commercial terms, security information, and the existence and content of the engagement itself.

These obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed without use of the other party's confidential information, or is lawfully received from a third party without restriction. Where disclosure is required by law or by a competent authority, the disclosing party will, where lawful, give prior notice so the other may seek protection.

We will not name you as a client, describe the engagement, or use your name or marks in any marketing, case study, reference, or website content without your prior written consent. Our website names no clients. Consent given for one reference is not consent for another.

Client documents supplied to us are preserved unchanged and held in a private working repository. They remain your material throughout, and no licence to them is granted to us beyond what performing the engagement requires.

Confidentiality obligations survive the end of the engagement for five years, and indefinitely for anything that constitutes a trade secret under the Dutch Trade Secrets Protection Act.

8. Data Protection

Where we process personal data on your behalf in the course of an engagement, you are the controller and we are the processor within the meaning of the GDPR. Before any such processing begins, the parties will enter into a data processing agreement meeting the requirements of Article 28(3) GDPR.

Our operating defaults are the narrowest access that allows the work, for the shortest period that completes it, recorded and removed at the end of the engagement. We will use anonymised, pseudonymised, or synthetic data for development and testing wherever the work permits, and we will ask for production data only where the work cannot otherwise be performed.

You are responsible for having a lawful basis for the processing you instruct, for the accuracy and lawfulness of the data you make available to us, and for your own obligations to the individuals concerned. We will notify you without undue delay on becoming aware of a personal data breach affecting your data.

Our handling of personal data for which we are the controller is described in our Privacy Policy.

9. Intellectual Property

You retain all intellectual property rights in the material, systems, and data you make available to us. We retain all intellectual property rights in our pre-existing methods, tools, templates, frameworks, know-how, and generic components, together with anything we develop independently of the engagement ("Background IP").

Unless a statement of work provides otherwise, the intellectual property rights in the deliverables created specifically for you under an engagement transfer to you on acceptance of the relevant deliverable and payment in full of the fees due for it. Where an assignment requires a deed under Dutch law, the parties will execute one, and this section constitutes an obligation to do so.

Where a deliverable incorporates our Background IP, we grant you a perpetual, worldwide, non-exclusive, irrevocable, transferable licence to use, modify, and sublicense that Background IP to the extent necessary to use, operate, maintain, and develop the deliverable. We do not transfer ownership of Background IP.

Deliverables may incorporate open source components. We will identify the material components and their licences on request, and you are responsible for compliance with those licences in your own use and distribution.

Nothing in an engagement restricts our right to perform similar services for others, or to use the general skills, experience, and know-how acquired in performing it, provided we comply with section 7.

10. Fees, Expenses, and Payment

Fees, rates, and any milestone or retainer structure are set out in the statement of work. Unless stated otherwise, fees are quoted exclusive of value added tax and other applicable taxes, which are added at the prevailing rate.

Time-and-materials work is invoiced monthly in arrears against a record of the time spent. Fixed-fee work is invoiced at the milestones the statement of work sets. Pre-agreed expenses are invoiced at cost with supporting documentation.

Invoices are payable within thirty days of the invoice date, without set-off, deduction, or suspension of payment. Where an invoice is not paid on time, statutory commercial interest under Article 6:119a of the Dutch Civil Code accrues from the due date, and we may recover reasonable costs of collection.

If an invoice remains unpaid more than fourteen days after written notice of late payment, we may suspend performance of the engagement, including the delivery of work in progress, until payment is received. Suspension on this ground does not put us in breach and does not extend our liability for the resulting delay.

Fixed fees are based on the scope, assumptions, and dependencies recorded in the statement of work. Where those prove materially incorrect through no fault of ours, we will notify you and the parties will agree a variation under section 3.

11. Warranties and Disclaimers

We warrant that we will perform the services with the reasonable skill and care described in section 4, that we have the right to enter into the engagement, and that the deliverables we create for you will not, to the best of our knowledge, infringe the intellectual property rights of a third party.

We warrant that for ninety days after acceptance a deliverable will materially conform to its documented acceptance criteria when used as intended and unmodified. Your exclusive remedy for a breach of this warranty is that we correct the non-conformity, or, if we cannot do so within a reasonable period, refund the fees paid for the non-conforming deliverable.

We give no other warranty, express or implied, to the extent the law permits their exclusion. In particular we do not warrant that software will be free of all defects, that any system will be uninterrupted or error-free, that any commercial, operational, or financial outcome will be achieved, or that any deliverable will be fit for a purpose we were not told about.

Engineering advice is given on the information available at the time. Where you proceed contrary to advice we have recorded in writing, we are not liable for the consequences of that decision.

We maintain professional liability insurance appropriate to the engagements we accept. Details of current cover are available on request.

12. Liability

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort including negligence, or otherwise, is limited to the fees paid and payable by you under the statement of work giving rise to the claim in the twelve months preceding the event that caused the loss.

We are not liable for indirect or consequential loss, for loss of profit, revenue, anticipated savings, business, goodwill, or opportunity, for loss or corruption of data where you have not maintained reasonable backups, or for claims made against you by third parties, in each case whether or not the loss was foreseeable.

These limitations do not apply to liability for death or personal injury caused by negligence, to liability arising from intent (opzet) or wilful recklessness (bewuste roekeloosheid) on the part of our management, to a breach of section 7, or to any other liability that cannot lawfully be limited or excluded.

A claim must be notified to us in writing, with reasonable particulars, within twelve months of the date you became aware or ought reasonably to have become aware of the circumstances giving rise to it. A claim notified later lapses.

Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to mitigate. If such an event continues for more than sixty days, either party may terminate the affected statement of work on written notice.

13. Personnel

During an engagement and for twelve months after it ends, neither party will directly solicit for employment or engagement any individual who was materially involved in the engagement on the other side, without that party's prior written consent.

This does not prevent either party from making a general public recruitment advertisement, or from engaging someone who responds to one without having been individually approached.

14. Term, Termination, and Handover

An engagement runs for the term or until the completion stated in the statement of work. Either party may terminate a statement of work for convenience on thirty days' written notice unless the statement of work says otherwise.

Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within thirty days of written notice specifying it, or becomes insolvent, enters suspension of payments, is declared bankrupt, or ceases to carry on business.

On termination for any reason you will pay for all services performed and expenses incurred up to the effective date, including work in progress. Fees already paid for work performed are not refundable.

On termination or completion we will, at your request and at your cost where the work is substantial, deliver the work product in its then-current state into your repositories and environments, return or delete your confidential information and personal data as the data processing agreement directs, and cooperate reasonably in an orderly handover. We design engagements so that handover is continuous rather than a single event at the end.

Sections 7, 8, 9, 11, 12, 13, this section, and section 15 survive termination.

15. General

Notices under these Terms must be in writing and sent to access@paylo.one and to the postal address in section 1, or to the Client's notice address in the statement of work. Email notice is effective on the next working day after sending, unless it is returned undelivered.

We may amend these Terms for future engagements by publishing an updated version at this address. The version in force when a statement of work is signed governs that statement of work for its duration.

If a provision of these Terms is found unenforceable, it is replaced by an enforceable provision that comes closest to its commercial intent, and the remainder is unaffected. A failure to enforce a right is not a waiver of it.

Neither party may assign or transfer an engagement without the other's written consent, which may not be unreasonably withheld, save that either party may assign to a successor of substantially all of its business.

These Terms and each engagement are governed by the law of the Netherlands, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties submit to the exclusive jurisdiction of the Rechtbank Midden-Nederland, sitting in Utrecht. Either party may nonetheless apply to any competent court for interim or protective relief.

These Terms, together with the engagement letter, the statement of work, and any data processing agreement, constitute the entire agreement between the parties on their subject matter and supersede prior discussions and representations, save that nothing excludes liability for fraudulent misrepresentation.