Terms and Conditions

1. Who we are

ScaleLayR is established at De Nieuwe Erven 3, Unit 14705, 5431 NV Cuijk, The Netherlands, registered at the Chamber of Commerce (KVK) under number 42031323. We build apps, software, automations and AI agents. In these terms, "client" refers to you or the company we work with.

2. When do these terms apply

These terms apply as soon as you accept a quotation or sign a project agreement. The full terms are included as an appendix to the project agreement. Any terms and conditions of the client do not apply unless we accept them in writing.

3. Quotations, pricing and promotions

All quotations are non-binding and valid for 30 days. An agreement is formed when the client accepts a quotation or project agreement in writing. Verbal agreements are only binding after written confirmation by ScaleLayR.

From time to time, ScaleLayR may run temporary promotions, discounts or introductory offers (for example a launch discount, early-access deal or limited partner offer). Such promotions apply only during the announced validity period and may vary per campaign in terms of conditions, duration, available spots and pricing. The applicable promotional price is the price that was valid at the moment the client accepts the quotation or project agreement in writing. Promotions are not cumulative, not redeemable for cash, and may be changed or terminated by ScaleLayR at any time, without retroactive effect on agreements already concluded.

In addition, we may agree individual custom terms per client, such as a custom discount, a different duration or payment schedule, or one-off included free services or add-ons. Such custom arrangements are recorded in writing in the project agreement, apply only to that specific agreement and do not create any right to repetition or structural application on follow-up projects.

4. How we work

We perform services to the best of our ability. The client provides all required information, content and materials on time. If you do not respond to a request from us within 10 working days, we may adjust the planning and charge any additional costs. Stated delivery times are always indicative and exclude waiting times at third parties (such as approval by Apple, Google, API permissions or app store review processes). Delays caused by external parties are beyond our control and do not constitute grounds for refund or compensation.

5. Additional work

Everything outside the agreed scope is additional work and will be invoiced separately. We inform you of estimated costs in advance. After your approval, we carry out the work. Additional work may affect the planning.

6. Payment

• Project-based services (Apps, Software, Automation): 100% upfront by default. On request, the project agreement may specify payment in two installments (50% at signing, 50% at go-live of the first delivery). Invoices are due within 14 days. The six-week delivery guarantee starts under both options as soon as the first payment is received. During the announced launch period, Apps, Software and Automation are offered with a launch sale of approximately 20% off the regular rate (Apps EUR 31,999 instead of EUR 39,999, Software EUR 24,999 instead of EUR 31,999, Automation EUR 17,997 instead of EUR 22,997). The launch sale is a temporary offer; the price valid at signing of the project agreement prevails
• AI Agents: launch sale price of EUR 750 per agent per month (regular EUR 1,250), invoiced monthly in advance. Minimum term of 6 months from go-live, continuing thereafter on a rolling basis with a 4-week notice period at the end of the running calendar month
• Partnership: monthly invoicing based on a 12-month agreement. The regular fee is EUR 2,499 per month; during the Partner Launch Offer (first 10 Partners) the fee is EUR 1,999 per month with price lock for 12 months
• All prices are exclusive of VAT
• In case of late payment, we may suspend work, pause access to running AI agents, and charge statutory (commercial) interest
• Delivered work remains property of ScaleLayR until full payment has been made

7. Intellectual property

After full payment, all intellectual property rights are transferred to the client. ScaleLayR retains a non-exclusive license to store the delivered work and use it as a basis for its own products and services, but not to deliver the identical end product to a direct competitor. We may use the project as a reference in our portfolio, unless you object in writing.

8. AI in our work and AI agents

We use AI as a tool for writing code, generating designs and analyzing data. AI does not replace our craftsmanship: all output is reviewed and refined before delivery. By accepting these terms, you agree to the use of AI tools in the development process.

If ScaleLayR develops or delivers AI agents (whether standalone or as part of a larger delivery), the following applies in addition: an AI agent is a statistical language model, not a deterministic system. Output may be factually incorrect, contain hallucinations, misinterpret context or trigger unintended actions. ScaleLayR cannot guarantee full accuracy or suitability of AI output.

The client is at all times responsible for human review of AI output in decisions with legal, financial, medical or other significant impact. For actions with irreversible consequences (such as payments, contract signing, publication to third parties), the client must put human-in-the-loop approval in place. ScaleLayR is not liable for damages resulting from unchecked AI output or the absence of human oversight by the client.

Term and cancellation: AI Agents are delivered as an ongoing per-agent subscription. The minimum term is 6 months, counted from the go-live date of the agent in question. After the minimum period, the subscription continues for an indefinite term and can be cancelled monthly with a 4-week notice period at the end of the running calendar month. Cancellation is done in writing by email to contact@scalelayr.com. Early termination within the minimum term is not possible; invoiced and outstanding monthly instalments within the minimum period remain due. Upon cancellation, access to the agent and the underlying orchestration is terminated at the end of the last paid month; export of prompts, knowledge-base content and logs can be arranged on request against a fixed fee.

9. Liability

All obligations of ScaleLayR are obligations of best efforts (inspanningsverbintenis), unless expressly agreed otherwise in writing. Our total liability per event or series of related events is limited to the amount paid to us for the relevant project in the 6 months preceding the event causing the damage, with an absolute maximum of EUR 50,000 per calendar year per client.

We are never liable for indirect or consequential damages. These include, without limitation: lost profits, missed savings, business interruption, reputational damage, loss of clients or goodwill, loss or corruption of data, costs of data recovery, fines from regulators, third-party claims, damages from cyberattacks (including ransomware and supply-chain attacks), and damages caused by changes or outages of third-party services.

We are not liable for damages caused by incorrect or incomplete information provided by the client, use contrary to instructions, modifications by third parties, or failures of external services, APIs or platforms (including Apple, Google, OpenAI, Anthropic, cloud providers). Unless a Service Level Agreement (SLA) has been agreed in writing, no uptime or response-time guarantees apply.

The client is responsible for backups and for testing the product in their own production environment. The limitations in this article do not apply in case of intent or willful recklessness by our management.

Damages must be reported to us in writing within 30 days of discovery. Any claim expires by operation of law 6 months after the end of the agreement, or 12 months after the damage-causing event, whichever occurs first. The full and legally binding liability regime is set out in article 14 of Appendix A to the project agreement.

10. Warranty

After delivery, we offer a 30-day warranty on bugs demonstrably caused by our work. Modifications, extensions or new features are not covered. After the warranty period, we work on an hourly basis or through a maintenance agreement.

11. Privacy

We process personal data in accordance with the GDPR. See our privacy policy for full information.

12. Applicable law

All agreements are governed by Dutch law. Disputes are preferably resolved through mutual consultation. If that is not possible, the competent court in the district of East Brabant has jurisdiction.

13. Changes

We may modify these terms. The most recent version is always available on this page. For significant changes, we will notify existing clients by email.