Terms of Business

"Services" means the services Hybytes provides, as described in Section 2, whichever one applies to a given engagement.

"Statement of Work" or "SOW" means a written document, signed or confirmed in writing by both parties, describing the scope, deliverables, timeline, and fees for a specific engagement.

"Created Works" means the work product Hybytes creates for the Client under a SOW, including code, infrastructure-as-code, designs, documents, and any other deliverables.

"Client Materials" means data, systems, code, or content the Client provides to Hybytes. Headings are for convenience only, and "including" means "including without limitation".

Hybytes Ltd is registered in England and Wales, company number 13562774, registered office 251 Grays Inn Road, London WC1X 8QT, United Kingdom, VAT number GB 393682749. Contact: our contact form.

These Terms apply to any engagement for the services we offer, including but not limited to:

• AWS Migration Services
• AWS Consulting, AWS Well-Architected Reviews, and AWS Big Data / Big Data Architecture engagements.
• Cloud Consulting and Cloud Migration for multi-cloud or hybrid environments.
• DevOps Support and DevSecOps Consulting, including CI/CD pipeline design (e.g. GitLab, Jenkins), Infrastructure-as-Code with Terraform, and Kubernetes Consulting Services.
• Site Reliability Engineering (SRE) and Observability Consulting, including monitoring and alerting stacks such as Grafana, Prometheus, or Datadog.
• Managed Services: ongoing on-call 24x7 support for Client’s AWS accounts and infrastructure, and our GitLab Partner services.
• Product Development, Software Development, and Mobile Development.
• Dedicated Team / staff augmentation: embedding named cloud, DevOps, SRE, or software engineers within a Client's team.

Where Hybytes runs a promotional programme such as a free AWS Proof of Concept, free AWS Migration Support, a free AWS Well-Architected Review, or free DevOps services for an introductory period, the scope and duration of that specific offer will be confirmed in writing, including by email, and these Terms still apply to the work carried out.

The following documents are incorporated into these Terms by reference: the Acceptable Use Policy, the Engagement, Billing and Renewal Terms, the Cancellation and Refund Policy, the Data Processing Agreement, the Service Level Agreement, and the Security Overview,.

Together with any signed SOW, they form the entire agreement for an engagement. If there is a conflict between them, the order of precedence is: a signed SOW first, then these Terms, then the incorporated policies.

You must have authority to enter a business contract. You must provide accurate billing and contact information and keep it up to date, keep any account or portal credentials confidential, and notify us promptly through our contact form of any suspected unauthorised access to systems we manage together.

Hybytes delivers Services under one or more of the following engagement models, each set out in a SOW:

• Fixed-scope project: a defined deliverable (for example, a Kubernetes rollout) for a fixed or milestone-based fee.
• Time and materials: work billed against actual hours or a day-rate, typically for discovery, consulting, or open-ended engineering work.
• Managed services / retainer: ongoing on-call 24x7 support, monitoring, or DevOps operations for a recurring monthly fee, governed also by our Service Level Agreement.
• Staff augmentation / dedicated team: named engineers embedded with your team for an agreed term, billed monthly per resource.

Each SOW will describe the scope, deliverables, timeline, assumptions, fees, and the individuals or roles assigned. Work outside an agreed SOW is treated as a change request under Section 7.

• Fees are as stated in the applicable SOW, exclusive of VAT and any other applicable taxes, which are added where chargeable.
• Fixed-scope projects are typically invoiced against agreed milestones; time-and-materials and retainer engagements are invoiced monthly in arrears unless the SOW says otherwise. Full billing mechanics, rate cards, and expense handling are set out in our Engagement, Billing and Renewal Terms.
• Invoices are payable within 30 days of the invoice date by bank transfer, unless a different term is agreed in writing.
• Sums not paid by the due date accrue a late fee as set out in our Engagement, Billing and Renewal Terms, without prejudice to any other right or remedy.
• Hybytes may suspend work on any engagement where payment is more than 14 days overdue, having given the Client 7 days' written notice.

Either party may request a change to scope, timeline, or fees. No change is binding until confirmed in writing, including by email, by both parties, in the form of a change order or an updated SOW. Hybytes is not obliged to carry out work that falls outside an agreed SOW until a corresponding change is agreed.

Timely delivery depends on the Client meeting its own commitments. Unless the SOW says otherwise, the Client will:

• Provide timely access to systems, cloud accounts, environments, credentials, documentation, and personnel reasonably required for Hybytes to perform the Services.
• Make decisions and provide approvals or sign-off within the timeframes set out in the SOW, or promptly if none is stated.
• Ensure it has the necessary rights and licences for any third-party software, data, or systems it makes available to Hybytes.
• Maintain its own backups of data and systems, independent of any Hybytes-managed backup arrangements described in a SOW.

Delay caused by the Client's failure to meet these responsibilities may extend timelines and, where it causes Hybytes additional cost, may be billed as a change under Section 7.

Engagements commonly involve third-party platforms and tools the Client already uses or chooses to adopt, such as AWS, GitLab, Terraform Cloud, Datadog, open-source components and many more. Those services are governed by their own terms; Hybytes is not responsible for their performance, pricing, or availability, and configuring or connecting to them for the Client authorises Hybytes to exchange the data needed to do so.

If a third-party service changes or withdraws access during an engagement, Hybytes will tell the Client promptly and is not liable for resulting disruption beyond using reasonable efforts to adapt the engagement.

Hybytes personnel may use AI-assisted tools, such as code-completion or infrastructure-generation assistants, as part of delivering the Services, in the same way any modern engineering team does.

Hybytes remains responsible for reviewing and validating any AI-assisted output before it is included in a Created Work, in the same way it is responsible for the rest of its work under Section 18. The Client should tell us before an engagement if it has restrictions on the use of AI-assisted tooling against its systems or data, so this can be reflected in the SOW.

“Intellectual Property Rights” means copyright, moral rights, patent rights, trademarks, trade names, goodwill and the right to sue for passing off, design right, rights in or to databases, rights in or relating to confidential information, rights in relation to domain names and all other industrial, commercial or intellectual property rights (registered) throughout the world and all similar or equivalent rights or forms of protection which exist now or may exist in the future.

“Created Works” means any and all physical and digital materials produced by or on behalf of Hybytes for the Client (including any materials created in anticipation of the Client being founded, all materials created in the course of work by Hybytes and any materials Hybytes have created jointly with others) and however generated or stored including documents, and whether or not recorded in any medium.

Hybytes will give the Client full written details of all Created Works and of all works embodying Intellectual Property Rights made wholly or partially by Hybytes at any time during the agreement which relate to, or are reasonably capable of being used in, the business of the Client.

“Non-Payment Rights” If the Client fails to pay the remaining amount owed to Hybytes within 2 months after the termination date:

• This may include, but is not limited to, repurposing the works for other clients or public distribution.
• All rights to Created Works remain with Hybytes until full payment is received.

If the Client gives Hybytes suggestions or feedback about our methods, tools, or processes, Hybytes may use them without restriction or obligation to the Client. This does not give Hybytes any rights in the Client's own Materials or Created Works assigned under Section 11.

Each party will keep the other's confidential information secret and use it only to perform or receive the Services, using at least the same care it uses for its own confidential information of similar importance.

This does not apply to information that is public, already known without a duty of confidence, independently developed, or required to be disclosed by law, with notice where lawful. These obligations survive termination of an engagement for three years, and indefinitely for trade secrets. Personal data is handled separately under our Data Processing Agreement.

To protect each party from the loss of key team members, neither party will directly or indirectly solicit, hire, or engage the other party's employees or subcontractors who have been involved in providing the Services, for two years following termination or expiry of the relevant SOW. A breach of this Section makes the hiring party liable to pay the other party a fee equal to 50% of the relevant individual's annual compensation. This does not prevent either party hiring someone who responds to a general advertisement not specifically directed at the other party's personnel, provided the hiring party did not intentionally solicit that individual in breach of this Section.

Hybytes may identify the Client by name and logo in customer lists, case studies, and portfolio or example work, and use any review or testimonial the Client provides, in marketing and promotional materials on any platform, including but not limited to Instagram, TikTok, Facebook, Dribbble, Behance, Pinterest, Clutch.co, Trustpilot, Google Reviews, LinkedIn, or the Hybytes website, following any brand guidelines the Client provides, unless the SOW says otherwise. The Client may opt out at any time through our contact form, and Hybytes will stop new uses promptly, though material already published or in market is not required to be recalled.

Where Hybytes processes personal data on the Client's behalf while performing the Services, the terms of our Data Processing Agreement apply and are incorporated by reference. Our Security Overview describes the technical and organisational measures we apply to engagements generally; a SOW may specify additional or different measures for a particular engagement.

• Hybytes warrants that it will perform the Services with reasonable care and skill, in a professional manner consistent with good industry practice, using appropriately qualified personnel.
• Hybytes will, at its own cost, re-perform any element of the Services that fails to meet this standard, provided the Client notifies Hybytes in writing within 30 days of delivery.
• Response time. Hybytes will respond to Client requests, queries, and feedback within 2 hours on weekdays (Monday to Friday), unless a different response time is agreed in writing for a specific engagement, for example under a Managed Services SOW governed by our Service Level Agreement.
• Except as set out in this Section, the Services and Created Works are provided as is, and, to the maximum extent permitted by law, Hybytes excludes implied warranties and conditions, including merchantability, fitness for a particular purpose, and non-infringement beyond the indemnity in Section 12.
• Hybytes does not warrant that AWS, or any third-party platform, service, or open-source component we configure or integrate, including Kubernetes distributions, Terraform providers, GitLab, or monitoring tools such as Grafana or Datadog, will be uninterrupted or error-free, as these are outside Hybytes' control.

Alongside the warranties above, Hybytes follows these standards when delivering an engagement:

• Deliverables: Hybytes delivers designs, solution concepts, prototypes, and final outputs in line with the project timeline and milestones agreed in the SOW.
• Quality standards: Hybytes uses reasonable efforts to ensure deliverables meet industry standards. Where a defect is identified, it is addressed under the re-performance warranty in Section 17.
• Communication: Hybytes aims to maintain open and transparent communication with the Client throughout an engagement.
• Timeline: Hybytes works to meet the project timeline and milestones agreed in the project plan, subject to the Client meeting its own responsibilities under Section 8 and to matters outside Hybytes' reasonable control.
• Meetings: Hybytes conducts regular meetings to discuss progress, address issues, and ensure alignment with project goals, scheduled at mutually convenient times, virtually or in person.
• Tickets and stories: Hybytes uses a ticketing system to track and manage tasks, issues, and requests, each documented with a clear description, priority, and deadline.
• Documentation: Hybytes maintains documentation covering technical specifications, user guides, and process workflows as relevant to the engagement, kept up to date and made accessible to the Client.
• Training: Where an engagement includes a solution the Client will operate, Hybytes provides training so the Client can effectively use and maintain it, including an overview, hands-on demonstrations, user guides, and Q&A sessions, scheduled at mutually agreed times.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. Subject to that:

• Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, data, or goodwill, even if that loss was foreseeable.
• Each party's total aggregate liability arising out of or in connection with an engagement, in any 12-month period, is limited to the fees paid or payable under the relevant SOW in the 12 months before the event giving rise to the claim.

These limits do not apply to the Client's payment obligations, either party's indemnification obligations under Sections 12 and 19, or liability that cannot be excluded by law. The Client remains responsible for its own cloud infrastructure spend, for example AWS usage charges, which is billed directly by the relevant provider and is not part of Hybytes' fees or liability.

The Client will indemnify Hybytes against third-party claims, and resulting losses and reasonable costs, arising from the Client Materials, the Client's data handling practices, or the Client's unlawful use of the Services or a Created Work.

Hybytes may update these Terms from time to time; the current version is always published at hybytes.com. For a material change affecting an active SOW, Hybytes will give at least 30 days' notice by email, and continued instruction to proceed with work after the effective date constitutes acceptance. Changes do not apply retroactively to fees or scope already agreed in a signed SOW.

Interpretation: The interpretation of general words in these Terms of Business will not be restricted or limited by words indicating a particular class, specific examples, or narrower categories.

When a general term is used, it should be interpreted in its broadest sense and not confined to the specific instances listed in these Terms and Conditions. This provision is intended to ensure that general terms retain their broader meaning and allow for flexibility in their application.

Collective Agreements: There is no collective agreement that directly affects these Terms of Business. The terms and conditions outlined on this page are not subject to any existing collective bargaining agreements or union regulations.

However, collective agreements may apply in certain circumstances within Hybytes. Where appropriate, additional documents may be provided or referenced to clarify specific services in greater detail.

Right to Make Changes: Neither the Client nor Hybytes may waive any provision of these Terms of Business, or any rights or obligations arising under them, unless agreed to in writing. If any provision, right, or obligation is waived, it will only be waived to the extent expressly agreed in writing.

Amendments: These Terms of Business may be amended by Hybytes from time to time. Where appropriate, material changes will be communicated to Clients through the relevant channels. The updated Terms and Conditions will apply from the date they are published or otherwise communicated.

Rights of Third Parties: No person other than the Client and Hybytes will have any right to enforce any provision of these Terms and Conditions, unless expressly stated otherwise.

Notices: Any notice or other communication relating to the services provided by Hybytes must be made in writing. Notices or communications may be delivered by hand or sent by email to the relevant email address provided by the Client or Hybytes from time to time.

A notice or communication will be deemed to have been received:

• if delivered personally, at the time of delivery.
• if sent by email, one hour after the time it was sent, unless the sender receives an automated message indicating that the email has not been delivered.

Where a notice or communication is sent by email, the sender is responsible for ensuring that the recipient's email address is correct. The Client and Hybytes should notify each other of any changes to their relevant contact information.

For critical notices, the recipient should acknowledge receipt where reasonably requested. If no acknowledgment is received within a reasonable timeframe, the sender may follow up using an alternative method of communication.

In the case of time zone differences, the local time zone of the recipient will be used to determine when a notice or communication is deemed to have been received.

Variation: No variation of these Terms of Business, or any documents referred to in them, will be valid unless made in writing and, where applicable, accepted by the relevant parties, save for reasonable changes to these Terms of Business made by Hybytes from time to time.

Electronic Acceptance: Where these Terms of Business are accepted electronically, including through a website, online form, electronic signature platform, or other electronic means, such acceptance will be treated as confirmation that the Client has read and agreed to the applicable Terms of Business, to the extent permitted by applicable law.

Questions about these Terms can be sent through our contact form, or by post to Hybytes Ltd, 251 Grays Inn Road, London WC1X 8QT, United Kingdom.