Terms and Conditions


1.1 These general terms and conditions are applicable to all offers and agreements between a third party and Blackbyrds Digital, where Blackbyrds Digital is the service provider.

1.2 Blackbyrds Digital refers to the private limited company, with its registered office at Manila, Philippines.

1.3 Any deviations from these general terms and conditions can only be made through a written agreement signed by both parties.

1.4 In case any provision of these terms and conditions is deemed illegal, invalid, void, or unenforceable by a judicial or arbitral body, it will be replaced, as far as possible, by a valid provision that achieves the intended effect, and the other provisions of this agreement will remain in full force.

1.5 Blackbyrds Digital reserves the right to unilaterally change these terms and conditions at any time. Any changes will be communicated by posting the updated terms and conditions on Blackbyrds Digital's website.


2.1 Agreed delivery times are not strict deadlines, unless expressly stated otherwise in writing when the agreement is made. However, both parties will make reasonable efforts to meet the agreed-upon delivery time.

2.2 If a strict deadline is specified in an agreement, Blackbyrds Digital will only be considered in default if a written extension is granted and the delivery period still expires.

2.3 Exceeding the agreed time does not obligate Blackbyrds Digital to pay any damages. The client is not entitled to terminate the agreement or suspend obligations towards Blackbyrds Digital due to delays.

2.4 In case Blackbyrds Digital provides a license to the client, the client is entitled, unless otherwise specified in the main agreement, to use the copyrighted works created and provided by Blackbyrds Digital for an indefinite period, as long as the client fulfills financial obligations and complies with the agreement. Intellectual property rights remain with Blackbyrds Digital; the client cannot sell, rent, transfer, or grant rights to the licensed works to third parties in any way.

2.5 The client may only use the works and services by Blackbyrds Digital for its own organization, without allowing third-party use. Use by undisclosed third parties requires explicit written permission from Blackbyrds Digital. If there is a suspicion that the client exceeds the license's scope or intended use, the client shall grant access to premises and systems for investigation upon Blackbyrds Digital's request.

2.6 Failure to report defects or shortcomings within 8 days after work or performance by Blackbyrds Digital will be considered approval of the delivered work.

2.7 Work and performance delivered will also be deemed approved once put into use by the client.

2.8 In case an acceptance test is agreed upon, the application will be tested within 14 days after availability to the client. The client may not use the application for business exploitation during this period. If no written test report is submitted by the 14th day, the work is considered accepted. Blackbyrds Digital will only address errors related to the originally agreed specifications.

2.9 After approval or deemed acceptance, the client's right to address Blackbyrds Digital for defects or shortcomings lapses. Any obligations of Blackbyrds Digital after acceptance require a separate Service Level Agreement (SLA).

Price and Payment

3.1 Additional work requested during an agreement may be subject to additional charges, which will be discussed with the client whenever possible.

3.2 If additional work is requested without prior pricing agreements, Blackbyrds Digital may charge up to 20% of the total project amount as an additional fee, which the client agrees to in advance.

3.3 If circumstances change from what was initially provided to Blackbyrds Digital, Blackbyrds Digital may adjust the agreed price or terminate the agreement without compensation.

3.4 Payment is due within 14 days of the invoice date, without setoff, withholding, or suspension rights.

3.5 Failure to make payment within the specified period allows Blackbyrds Digital to suspend activities without incurring costs or damages to the client.

3.6 Increased costs due to government actions may be passed on to the client.

3.7 Annual price adjustments may be based on the price index figures provided by Statistics Netherlands (CBS).

3.8 Prices are based on current purchase prices, market-based wages, and exchange rates. Blackbyrds Digital may adjust prices for cost factors if they change after the agreement but before delivery.

3.9 Late payments accrue statutory interest without the need for reminders. If payment is not made after reminders, the client is liable for all reasonable judicial and extrajudicial costs.

3.10 Price increases will not apply to individual clients for the first three months after the agreement. Clients may cancel the agreement within 30 days of being informed about upcoming price changes.

Responsibilities of the Client

4.1 If Blackbyrds Digital is requested by the client to create or deploy a work on a specific location, the client is responsible for adhering to legal working conditions, obtaining the necessary permissions, permits, and exemptions. The client is also responsible for providing the required facilities, including network infrastructure. Blackbyrds Digital cannot be held liable for any malfunctions or unavailability of these facilities.

4.2 If any third party, including governmental or regulatory bodies, prohibits the placement, creation, and/or usage of a work produced by Blackbyrds Digital on behalf of the client, it does not absolve the client from their (payment) obligations towards Blackbyrds Digital.

4.3 In the event that the client requests Blackbyrds Digital to create or deploy a work on a specific location, the client is responsible for ensuring the suitability of the location and the necessary hardware required for Blackbyrds Digital to carry out the assignment. If the location and/or hardware are found to be unsuitable or hinder Blackbyrds Digital's ability to fully execute the assignment, the client remains obligated to fulfill their (payment) obligations to Blackbyrds Digital.

4.4 The client is responsible for the management, setup, verification, and usage of the work delivered by Blackbyrds Digital.

4.5 The client must ensure that the correct and necessary hardware, infrastructure, and software are installed, configured correctly, and kept up-to-date. Additionally, the client must obtain all required licenses and approvals from third parties that are essential for the execution of Blackbyrds Digital's services.

4.6 Without prior written permission from Blackbyrds Digital, the client is not permitted to make any alterations to the work created by Blackbyrds Digital.

4.7 Blackbyrds Digital holds responsibility for the works they create and for the execution of the assignment, which is delivered by Blackbyrds Digital at the client's designated location. Once the works created by Blackbyrds Digital and other necessary items, whether owned by Blackbyrds Digital or not, are present at the client's location, the client assumes responsibility for their safekeeping. The client is obligated to store these items with due care and to maintain proper insurance coverage.

4.8 The client assures Blackbyrds Digital that adequate insurance coverage has been procured to cover the client's liability, their personnel, any third parties engaged by them, as well as for property damage, accidents, personal injury, or loss of life.

4.9 In the event that Blackbyrds Digital holds the client liable for any damages suffered or to be suffered by Blackbyrds Digital, the client undertakes to utilize their insurance policies. Upon request, the client shall provide Blackbyrds Digital with the insurer's name, policy details, relationship, file number, and contact information for the claims handler.

4.10 Both parties are obligated to take adequate measures for information security and system security, ensuring that the security level aligns with industry standards and is proportionate to the project costs, the nature of business operations, and the type, extent, and context of the information that requires protection.

Software as a Service

5.1. If the application is provided solely as an online service, it serves a general purpose and is used by multiple customers of Blackbyrds Digital. Blackbyrds Digital is not obligated to implement features specifically requested by a client or to guarantee the uninterrupted availability of existing features. Changes to the application to enhance its overall usability may impact features desired by a specific client, and Blackbyrds Digital bears no liability for this.

5.2. In the event of a modification to a feature requested by a client and crucial to their business operations, the client has the option to terminate the agreement at the end of a calendar month.

5.3. If temporary service interruption is necessary for application maintenance, Blackbyrds Digital is permitted to temporarily deactivate the online service. Blackbyrds Digital holds no responsibility for any consequences of such interruptions for the client or third parties.

5.4. Blackbyrds Digital does not guarantee flawless and uninterrupted operation of the online service. Blackbyrds Digital will exert reasonable efforts to rectify application errors, provided that the source code has been entirely developed by Blackbyrds Digital. The decision to undertake repairs lies solely with Blackbyrds Digital, and there is no obligation to carry out repairs upon the client's request.

Intellectual property

6.1 All rights pertaining to intellectual property associated with works created by Blackbyrds Digital or provided to the client, including but not limited to applications, websites, databases, files, training materials, test and exam materials, or other materials like reports, data analyses, concepts, ideas, designs, documentation, quotations, and similar content shared with the client during pre-contractual phases, are the exclusive property of Blackbyrds Digital. The client only acquires user rights to the extent specified in the agreement, these general terms and conditions, or as required by law. The rights granted to the client are non-exclusive, non-transferable, cannot be burdened with limited rights, and may not be shared with third parties for their use.

6.2 Transfer of intellectual property by Blackbyrds Digital will only occur when explicit written agreements have been reached between the parties. In the event of such a transfer, unless otherwise specified, Blackbyrds Digital retains the right to use portions of the transferred intellectual property, including but not limited to source code, ideas, designs, concepts, documents, etc., for other purposes, both for itself and for the benefit of third parties. Furthermore, the transfer of intellectual property does not restrict Blackbyrds Digital from developing similar applications or offering services for itself or others.

6.3 Without written permission from Blackbyrds Digital, the client is not permitted to modify, remove, or authorize the removal of trademarks, trade names, references, or indications regarding functionality or confidentiality from works created by Blackbyrds Digital.

Data storage and hosting

7.1 If the client requires hosting for their work or other forms of data storage, or if it is essential for the functioning of the work delivered or to be delivered by Blackbyrds Digital, Blackbyrds Digital solely acts as an intermediary. Blackbyrds Digital facilitates the arrangement of an agreement between the client and a third party, unless otherwise stipulated in the main agreement. Blackbyrds Digital explicitly does not assume the role of holder, custodian, or guardian.

7.2 The client exclusively bears the risk associated with hosting and data storage.

7.3 Blackbyrds Digital does not guarantee the availability and performance of data and work, as these aspects are contingent upon hosting and storage by a third party. Only the third party has responsibilities and obligations to the client within the confines of the agreements established between the client and that third party.

7.4 Unless expressly specified in the main agreement, Blackbyrds Digital does not conduct data, work, or application backups.

7.5 If it is agreed that Blackbyrds Digital provides backups, it will arrange for the periodic storage of the client's data, stored by Blackbyrds Digital with a third party, in accordance with the agreed-upon terms. In the absence of specific agreements, Blackbyrds Digital will perform weekly backups, retaining them for a maximum period of one year.

Liability and Damage

8.1 Unless a contracting party incurs loss or damage due to intentional acts, gross negligence, or willful misconduct on the part of Blackbyrds Digital, any liability of Blackbyrds Digital is expressly excluded. Blackbyrds Digital is, in any case, not liable for indirect or consequential damages, which include but are not limited to trading losses, damages arising from claims by the client's customers, and loss of profits. Furthermore, Blackbyrds Digital disclaims liability in connection with data or document mutilation, destruction, or loss.

8.2 In the event that a court determines that Blackbyrds Digital cannot invoke the exclusion stated in Article 8.1, liability is restricted to the amount payable in the specific case under Blackbyrds Digital's applicable insurance policies. This amount will be increased by the deductible specified in the relevant policy conditions, to the extent that the deductible is not already covered by the insurance payment. If, for any reason, no payment is made under the mentioned insurance policies, any liability is limited to the price quoted by Blackbyrds Digital for the assignment to which the liability pertains.

8.3 Any claim against Blackbyrds Digital becomes void 6 months after the day on which the individual, on whose claim it is based, became aware or reasonably could have become aware of the facts forming the basis of the claim.

8.4 The client indemnifies Blackbyrds Digital against all claims from third parties alleging damage incurred due to or in connection with the work performed by Blackbyrds Digital for the client.

8.5 Blackbyrds Digital is not liable for the deficiencies of third parties engaged by them. Blackbyrds Digital is entitled, without prior consultation with the client, to accept any liability limitations on behalf of the client from third parties they have engaged.


9.1 Throughout the execution of the agreement established between the parties and following its termination, the Client shall maintain strict confidentiality regarding the information furnished by Blackbyrds Digital. This information encompasses, but is not confined to, product concepts, underlying product ideas, product development, source code, documentation, technical data, commercial data, financial data, and legal information. The Client shall not, under any circumstances, disclose this information (either wholly or partially) to third parties or reproduce it in any manner or form without explicit prior written consent from Blackbyrds Digital.

Force Majeure:

10.1 In the event of force majeure, neither party shall be held responsible for the failure to fulfill or delay in any obligations. Force majeure encompasses acts of war, hostilities, or sabotage, including but not limited to cyberattacks, computer viruses, digital system and file hijacking, ransomware, trojan horses, etc. Additionally, force majeure includes violent or destructive natural occurrences that render a party incapable of timely performance, pandemics, electrical, internet, or telecommunications failures beyond the control of the affected party, government restrictions, including permit denials, and other circumstances that are reasonably beyond the control of the affected party. Both parties will exert all reasonable efforts to mitigate the consequences of a force majeure event. If the force majeure event persists for more than 30 days, either party may terminate the agreement through written notice. The Client remains obligated to compensate Blackbyrds Digital for the work executed until the termination.

Penalty Clause

11.1. In the event that the client fails to adhere to the terms stipulated in the agreement reached with Blackbyrds Digital, to which these general terms and conditions are an integral part, the client shall incur, in favor of Blackbyrds Digital, a penalty of $1,000.00 (one thousand dollars), without the need for prior notice or formal notice of default, with an additional $500.00 (five hundred dollars) for each day the non-compliance persists, commencing from the day when the non-compliance commenced.

11.2. Blackbyrds Digital retains the right to enforce this penalty without prejudice to any other rights and remedies available to it, including the right to seek statutory damages in addition to the contractual penalty.

Final provision

12.1. In relation to the services rendered by Blackbyrds Digital and the amounts payable by the client, the records maintained by Blackbyrds Digital shall constitute conclusive evidence.

12.2. Philippine law governs all legal relationships between Blackbyrds Digital and third parties.

12.3. Any disputes arising from this agreement shall be exclusively submitted for adjudication to the appropriate Philippine court as per the relevant jurisdiction.