Plain terms for a studio that sells fixed scope. Each clause is written once in formal language and once in the language we would actually use in a call.
This website and the services described on it are provided by Overbyte OÜ, a private limited company registered in Estonia in 2025 (“Overbyte”, “we”, “us”).
These terms govern your use of overbytelabs.com and any enquiry you send through it. They are not the contract for an engagement.
Every engagement is governed by a separate written agreement covering scope, fees, timing and deliverables. Where that agreement and these terms disagree, the agreement wins.
Work is delivered in time-boxed phases. Before a phase begins we agree its scope, its deliverables and its price in writing, and neither changes during the phase.
A change to scope is a new agreement with its own price, agreed before the work starts. We do not bill for scope that was never agreed.
You may stop at the end of any phase. What has been delivered is yours, and is documented well enough to be continued by someone else.
Fees are stated in the engagement agreement, exclusive of VAT where VAT applies. Invoices are payable within the period stated on the invoice.
Late payment may pause work and may delay the transfer of rights described below. Statutory interest on late payment applies under Estonian law.
On full payment for a phase, all intellectual property rights in the deliverables of that phase transfer to you, to the fullest extent transferable under applicable law, together with the repository, infrastructure configuration and documentation needed to operate them.
We retain rights in our own pre-existing tools, libraries and general know-how. Where any of that is embedded in a deliverable, you receive a perpetual, worldwide, royalty-free licence to use it as part of that deliverable.
We do not retain a lien over your product, your code or your infrastructure.
Delays caused by waiting on access or decisions move the phase dates, and we will say so at the time rather than at the end.
Each party keeps the other's non-public information confidential and uses it only to perform the engagement. This survives the end of the engagement.
We will not name you as a client, or describe your project publicly, without your written permission.
We perform engagements with the reasonable skill and care of a competent professional, and we will correct defects in a deliverable that are reported within the period stated in the engagement agreement.
We do not warrant that software will be uninterrupted or error-free, and we make no promise about commercial results: users, revenue, funding or market outcomes are not something an engineering engagement can guarantee.
The website itself, and any figures on it describing our own build process, are provided for information and are not a warranty.
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited under Estonian law.
Subject to that, our total liability arising out of an engagement is limited to the fees paid by you for that engagement, and neither party is liable for indirect or consequential loss, loss of profit, loss of data or loss of business opportunity.
Either party may decline to begin the next phase, for any reason, with no penalty.
Either party may end an engagement immediately if the other commits a material breach and does not fix it within a reasonable period after being told.
On termination you pay for work delivered up to that point, and the ownership transfer above applies to everything you have paid for.
Our handling of personal data is described in the Privacy Policy. Where we process personal data on your behalf during an engagement, we do so under a separate data processing agreement.
These terms are governed by the law of Estonia. Disputes are subject to the jurisdiction of the Estonian courts.
We would rather resolve a disagreement in a conversation than in a courtroom, and will always try that first.
We may update these terms. The version in force is the one published here, and the date at the top of this page shows when it last changed. Changes do not alter the terms of an engagement already agreed.
Questions about this document, or about an engagement, go to the same inbox and are answered by the person who would do the work.
Overbyte