Terms of Service

01 Acceptance of these Terms

These Terms of Service (“Terms”) govern your access to the website at s-z-istay.com and any related domains operated by S.Z. ISTAY LIMITED (“S.Z. ISTAY”, “we”, “us”), as well as the general framework for any business relationship between you and us. By accessing the website or engaging us, you agree to these Terms.

Where we sign a separate written agreement with you — a Statement of Work, Master Services Agreement, NDA, or Data Processing Agreement — the terms of that signed document prevail over these Terms to the extent of any conflict.

02 Definitions

• “Client” — the legal person or business that engages S.Z. ISTAY under a written agreement.
• “Services” — the mobile app design, development, integration, advisory and related work S.Z. ISTAY provides.
• “SOW” — a Statement of Work describing scope, deliverables, schedule, fees and any project-specific terms.
• “Deliverables” — the work product produced and delivered under a specific SOW.
• “Confidential Information” — non-public information disclosed by either party in connection with the Services.

03 Services we provide

S.Z. ISTAY provides mobile app development services for iOS and Android — including product discovery, design, native and cross-platform engineering, backend and API development, integration of analytics and monetisation tooling, App Store and Google Play submission, and post-launch support.

The exact scope, deliverables and schedule of any individual project are defined in the corresponding SOW. Information published on this website (descriptions of services, stack, indicative pricing) is provided for general information only and does not constitute an offer.

04 Engagements and SOWs

4.1 Forming an engagement

A binding engagement is created when both parties sign a SOW (electronically or otherwise). Verbal discussions, email previews and informal proposals are non-binding until incorporated into a signed SOW.

4.2 Changes

Material changes to scope, deliverables or schedule are documented in a written change request. Until a change request is signed, we continue working under the previously agreed terms.

4.3 Client cooperation

The Client agrees to provide timely access to information, decisions, accounts and feedback that the Services reasonably require. Delays caused by missing Client input may shift the project schedule and, where applicable, affect fees.

05 Fees and payment

Unless an SOW says otherwise:

• Fees are quoted in EUR, exclusive of any applicable taxes, duties and bank charges.
• Invoices are payable within 14 days of issue by bank transfer to the account indicated on the invoice.
• Overdue amounts may bear interest at the statutory rate applicable in Cyprus from the due date until payment.
• We may suspend Services if any undisputed invoice remains unpaid more than 30 days after its due date, after written notice.

Reasonable out-of-pocket expenses pre-approved by the Client (e.g. third-party tools, hosting credits) are billed at cost.

06 Intellectual property

6.1 Deliverables

Upon full payment of all amounts due under the relevant SOW, S.Z. ISTAY assigns to the Client all of its right, title and interest in the custom Deliverables produced specifically for that engagement, including source code, designs and documentation.

6.2 Pre-existing materials

S.Z. ISTAY retains all rights in (a) its pre-existing tools, methodologies and know-how; and (b) generic components, libraries and templates of general utility that exist independently of the engagement. To the extent such materials are embedded in the Deliverables, S.Z. ISTAY grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of the Deliverables.

6.3 Open-source and third-party software

Open-source components used in the Deliverables remain governed by their respective licences. Third-party SDKs, services and platforms (App Store, Google Play, analytics, advertising, payments) are subject to their own terms, which the Client undertakes to comply with.

6.4 Portfolio

Unless the SOW provides otherwise, S.Z. ISTAY may identify the Client by name and logo, and describe the nature of the work performed, in its portfolio and marketing materials — without disclosing Confidential Information.

07 Confidentiality

Each party agrees to (a) use the other’s Confidential Information only for purposes of the engagement; (b) protect it with at least the same care it uses for its own confidential information, and in any event with reasonable care; and (c) not disclose it to third parties except to employees, contractors and advisers bound by equivalent confidentiality obligations. Confidentiality obligations survive termination of any SOW for five (5) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

08 Warranties & disclaimers

We warrant that the Services will be provided in a professional manner consistent with industry standards, and that the Deliverables, at the time of acceptance, will substantially conform to the specifications agreed in the SOW.

Except as expressly stated, the Services and Deliverables are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.

09 Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable to the other for any indirect, incidental, consequential, special or punitive damages, including loss of profits, revenue, goodwill or data, even if advised of their possibility.
• Our aggregate liability under any SOW, regardless of the basis of the claim, will not exceed the total fees actually paid by the Client to S.Z. ISTAY under that specific SOW during the twelve (12) months preceding the event giving rise to liability.

Nothing in these Terms limits liability for fraud, wilful misconduct, gross negligence, or any other liability that cannot be limited under applicable law.

10 Indemnification

Each party will defend, indemnify and hold the other harmless from third-party claims arising out of its own breach of these Terms or applicable law, subject to the indemnified party promptly notifying the indemnifying party, granting reasonable control of the defence, and providing reasonable cooperation. The limitations of liability in Section 9 apply to indemnification obligations to the extent permitted by law.

11 Term and termination

Each SOW is effective until completion of the agreed Services unless terminated earlier in accordance with this section. Either party may terminate an SOW:

• for material breach by the other party that remains uncured for 30 days after written notice;
• immediately if the other party becomes insolvent, files for bankruptcy, or ceases ordinary business operations.

On termination, the Client pays S.Z. ISTAY for all Services performed and expenses reasonably incurred up to the effective date of termination. Sections that by their nature should survive termination (IP, confidentiality, liability, governing law) will survive.

12 Force majeure

Neither party will be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, government action, internet or cloud-service outages, large-scale cyber incidents, pandemics, or labour disputes — provided the affected party uses reasonable efforts to mitigate the impact and resume performance.

13 Governing law and disputes

These Terms and any SOW are governed by the laws of the Republic of Cyprus, without regard to its conflict-of-laws principles. The parties agree to attempt to resolve any dispute amicably within 30 days of written notice. Failing that, the competent courts of Larnaca, Cyprus have exclusive jurisdiction, save where mandatory consumer or other protective laws of another jurisdiction grant the Client a non-waivable right to litigate elsewhere.

14 Changes to these Terms

We may update these Terms from time to time. Material changes will be posted on this page with an updated effective date. Changes do not retroactively modify the terms of an SOW signed before the change took effect.

15 Contact

For questions about these Terms or to negotiate a specific arrangement, write to us:

S.Z. ISTAY LIMITED
15A Gordiou Desmou, Larnaca 6045, Cyprus
Email: s.z.istay@gmail.com