Terms of Service

These Terms of Service apply whenever Bizcuits Solutions LTD provides services to a client. They should be read together with the relevant invoice, quotation, proposal, order form, statement of work or other written confirmation describing the services and charges.

About these Terms

Bizcuits Solutions LTD is a company registered in Malta with an address at LEVEL 3 (SUITE 3299) TOWER BUSINESS CENTRE, TRIQ IT- TORRI, SWATAR BIRKIRKARA, BKR 4013, Malta. In these Terms, “Bizcuits”, “we”, “us” and “our” refer to Bizcuits Solutions LTD. “You” and “your” refer to the person or entity requesting, receiving or paying for our services.

These Terms, together with the commercial documents applicable to your services, form the agreement between you and us. If a signed written agreement applies to particular services, that agreement takes priority to the extent of any inconsistency.

Accepting these Terms

You accept these Terms when, after receiving or being given access to them, you do any of the following:

• ask us to begin or continue providing services;
• accept or use services or deliverables provided by us;
• approve a quotation, proposal, order form or statement of work referring to these Terms; or
• pay an invoice that refers to these Terms.

If you do not agree to these Terms, you must notify us before requesting further services or paying an invoice that refers to them.

Our Services

We provide the services described in the applicable invoice or other commercial document. Depending on what we agree with you, our services may include customer and trade support, quality assurance, compliance and payments support, marketing and design, account management, reporting, operational leadership, training and growth support. This list is illustrative and does not limit the services that we may agree to provide.

We will perform the services with reasonable skill, care and diligence. We may use qualified employees, contractors and suppliers, but we remain responsible for their work.

The scope, staffing, volumes, operating hours, deliverables and priorities may be confirmed or changed in writing, including by email. Any change may affect the charges shown on a subsequent invoice.

Unless expressly delegated to us in writing and permitted by law, you remain responsible for final legal, regulatory, compliance, customer-funds and payment-release decisions.

Your Responsibilities

You must provide the systems, access, information, documents, instructions, personnel, decisions and approvals reasonably required for us to provide the services. You are responsible for ensuring that the information and instructions you provide are accurate, complete and lawful.

We are not responsible for delay or failure caused by your act or omission, provided that we notify you of the issue and take reasonable steps to reduce its effect.

Fees and Invoices

The fees and charges for the services are those stated in the applicable invoice issued by us or in another written commercial document referred to in that invoice. The invoice may specify the currency, billing period, payment deadline, service fees, reimbursable costs, capital expenditure, third-party charges and any applicable margin or markup. These Terms do not establish a fixed or minimum fee.

Unless an invoice states otherwise, payment is due by bank transfer within ten business days after you receive the invoice. You must pay in the invoiced currency without deduction or set-off, except where required by law.

If you dispute an invoice, you must tell us in writing within ten business days after receipt, identify the disputed item and explain the reason. You must pay the undisputed portion when due.

If an undisputed invoice remains overdue, we may suspend the affected services after giving you at least five business days’ written notice. Suspension does not remove your obligation to pay.

Amounts are exclusive of VAT, GST and similar transaction taxes unless the invoice states otherwise. You must pay any such tax properly charged on a valid tax invoice, excluding taxes on our income.

Costs and Expenses

Where an invoice uses a cost-recharge model, operational costs may include, without limitation, subscriptions and memberships; advertising and promotion; salaries, wages, benefits and employer contributions; recruitment and training; contractors and professional services; software, licences, hardware, cybersecurity, hosting and communications; office rent, utilities, equipment and supplies; insurance; accounting, payroll, legal, compliance and audit costs; banking, payment-processing and foreign-exchange charges; and other reasonable costs connected with the services.

Capital expenditure may include, without limitation, laptops, electronic equipment, other hardware, office furniture, fixtures, fittings and improvements required for premises used to provide the services.

Any margin or markup applied to operational costs or capital expenditure will be stated in the relevant invoice or other written commercial document. We will not charge both the full acquisition cost of a capital asset and depreciation or amortisation relating to the same cost.

Travel, entertainment and staff-event expenses will be recharged at documented cost without markup, provided that you approved them in advance or they fall within an approved budget.

We will retain reasonable records supporting invoiced costs and will provide a reasonable summary or supporting evidence on request, subject to confidentiality, privacy and legal restrictions.

Confidentiality

Each of us must protect non-public commercial, financial, operational, customer, technical and security information received from the other. Confidential information may be used only for the services and may be disclosed only to personnel, advisers and contractors who need it and are bound by appropriate confidentiality obligations.

This obligation does not apply to information that is lawfully public, already lawfully known without restriction, lawfully received from another source or independently developed. Information may be disclosed where required by law or a competent authority, with prior notice where legally permitted.

These confidentiality obligations continue for five years after the services end. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Data Protection and Security

Each of us must comply with applicable privacy and data-protection laws. Where we process personal data on your behalf, we will act on documented instructions, apply appropriate safeguards, maintain confidentiality and notify you without undue delay of a confirmed personal-data breach affecting your data.

Where required, we may enter into a separate data-processing agreement covering the processing details, sub-processors, international transfers, assistance, return or deletion and audit rights.

Intellectual Property

Each of us keeps ownership of materials, systems, methods, templates, software, data and know-how owned or developed independently of the services.

Once all applicable invoices have been paid, deliverables created specifically and exclusively for you will belong to you to the extent permitted by law. This does not transfer ownership of our pre-existing materials, general methods, skills, experience or know-how.

If our pre-existing materials are included in a paid deliverable, we grant you a perpetual, worldwide, non-exclusive and royalty-free licence to use them only as part of that deliverable. You grant us a limited licence to use your materials and systems only as necessary to provide the services.

Ending or Suspending Services

These Terms apply while we provide services to you or any amount remains outstanding. Either of us may end ongoing services by giving thirty days’ written notice, unless another committed term or notice period is stated in an accepted commercial document.

Either of us may end the services immediately if the other commits a material breach that cannot be remedied, fails to remedy a material breach within thirty days after notice, becomes insolvent or cannot lawfully continue the arrangement.

When the services end, you must pay all amounts properly due for work performed, costs incurred and non-cancellable commitments made up to the end date. Rights and obligations concerning payment, confidentiality, data protection, intellectual property, liability and disputes continue where their nature requires.

Liability

Each of us is responsible for third-party claims to the extent caused by its negligence, wilful misconduct, breach of applicable law or material breach of these Terms. The party seeking protection must give prompt notice, provide reasonable cooperation and allow the other party to control the defence and settlement. No settlement may impose liability or non-monetary obligations on the protected party without its consent.

Neither of us is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, opportunity, goodwill or anticipated savings, except where such loss forms part of a covered third-party claim.

Subject to the exceptions below, each party’s total liability relating to the services will not exceed the fees and charges paid or payable to us during the three months immediately before the event giving rise to the claim.

Nothing limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality or data-protection obligations, infringement of intellectual property rights, your obligation to pay properly due amounts or any liability that cannot lawfully be limited.

Events Outside Our Control

Neither of us is liable for delay or failure caused by events beyond reasonable control, except for payment obligations. The affected party must notify the other and take reasonable steps to reduce the effect. If the event materially prevents services for more than sixty days, either party may end the affected services.

Governing Law and Disputes

These Terms and the services are governed by the laws of Malta. Before starting formal proceedings, each of us must try in good faith to resolve the dispute through authorised senior representatives.

If the dispute remains unresolved thirty days after written notice, either party may refer it to mediation administered by the International Chamber of Commerce. If it is not resolved within sixty days after mediation begins, it will be finally resolved by arbitration under the ICC Rules by one arbitrator. The seat will be Malta and the language will be English. Either party may seek urgent interim or injunctive relief from a competent court.

Notices

Formal notices must be sent in writing by hand, recognised courier, registered mail or email to the contact details on the applicable invoice or other commercial document, or to replacement details properly notified by a party.

A notice is received when delivered by hand, on recorded delivery by courier or mail, or when an email is sent without an automated failure notice. An email sent outside normal business hours is treated as received at 9:00 a.m. on the next business day.

Other Legal Terms

We and you are independent contractors. Neither party may bind the other. We may subcontract parts of the services to qualified providers, but we remain responsible for their performance.

Neither party may transfer its rights or obligations without the other’s prior written consent, except to a successor following a merger, reorganisation or sale of substantially all relevant assets if the successor assumes the obligations in writing.

These Terms and the applicable commercial documents are the entire agreement for the relevant services. A failure or delay to exercise a right is not a waiver. If any provision is invalid or unenforceable, it will be modified or removed only to the minimum extent necessary, without affecting the remaining provisions. No third party may enforce these Terms.

Changes to these Terms

We may update these Terms by providing the revised version to you before you accept further services or pay an invoice referring to the revised Terms. Changes will not apply retroactively unless you expressly agree otherwise in writing.

Contact

Bizcuits Solutions LTD

LEVEL 3 (SUITE 3299) TOWER BUSINESS CENTRE,
TRIQ IT- TORRI, SWATAR BIRKIRKARA, BKR 4013, Malta
Email: info@bizcuits.io