Terms of Service

1. Scope of these Terms

These Terms of Service ("Terms") govern the provision of IT consulting, application delivery, and related services (the "Services") by Odentech sp. z o.o., a company registered in Poland (the "Company", "we", "us"), to a client that has engaged us (the "Client", "you"). By signing a proposal, statement of work, or otherwise engaging Odentech, you agree to these Terms.

These Terms apply to business (B2B) clients. Where a specific written agreement or statement of work conflicts with these Terms, the specific agreement takes precedence.

2. Engagements, quotes & scope

Each engagement begins with a written proposal or statement of work ("SOW") describing the deliverables, timeline, and fees. Work begins only after the SOW is confirmed in writing (including by email) by both parties.

• Changes to agreed scope are handled through a written change request and may affect timeline and fees.
• Estimates are provided in good faith based on information available at the time; they are not guarantees unless stated as fixed-price in the SOW.
• The Client is responsible for providing timely access, information, and decisions needed to keep the engagement on schedule.

3. Payment & billing

Fees, currency, and payment schedule are set out in the applicable SOW or invoice. Payments are processed through our payment processor (currently Stripe) unless otherwise agreed in writing.

• Invoices are due within the period stated on the invoice (typically 30 days of issue) unless otherwise agreed.
• Recurring or retainer engagements are billed on the agreed cycle (e.g. monthly) and renew automatically until cancelled in accordance with the SOW.
• Late payments may result in suspension of work and may accrue statutory interest under Polish law.
• All fees are exclusive of applicable VAT unless stated otherwise.

4. Intellectual property

Unless otherwise agreed in writing, upon full payment for the relevant deliverables, ownership of custom work product created specifically for the Client under the applicable SOW transfers to the Client. Odentech retains ownership of its own pre-existing tools, frameworks, methodologies, and know-how, and may reuse general knowledge and non-confidential techniques gained during an engagement in work for other clients.

5. Confidentiality

Each party agrees to keep the other party's confidential information private and to use it only for the purposes of the engagement, both during and after the engagement, except where disclosure is required by law.

6. Liability

To the maximum extent permitted by Polish law, Odentech's total liability arising from an engagement is limited to the fees paid by the Client for the specific Services giving rise to the claim in the preceding 3 months. Odentech is not liable for indirect, incidental, or consequential losses, including lost profits or lost data, except where caused by our willful misconduct or gross negligence, or where liability cannot be limited under mandatory law.

7. Termination

Either party may terminate an engagement in accordance with the notice period set out in the applicable SOW. On termination, the Client pays for Services performed and expenses reasonably incurred up to the termination date. Provisions relating to payment, intellectual property, confidentiality, and liability survive termination.

8. Governing law & disputes

These Terms are governed by the laws of Poland. Any dispute arising from these Terms or an engagement will first be addressed through good-faith negotiation and, failing resolution, submitted to the competent courts having jurisdiction over the Company's registered seat, unless the parties agree otherwise in writing.

9. Contact

Questions about these Terms can be sent to contact@odentech.co or to our registered address: Mariana Cynarskiego, Łódź 92-447, Poland.