Terms & Conditions

Yameo provides professional software development and technology consulting services to business clients. The specific scope of each engagement is defined in Order Forms and Statements of Work agreed between the parties.

Yameo operates as an AI-native software house. Unless expressly agreed otherwise in writing, AI-assisted tooling, code generation, and automation form part of Yameo's standard delivery methodology. The use of such tooling does not affect Yameo's quality obligations or the Client's IP ownership rights under Section V.

Yameo reserves the right to update its service offerings and delivery methodology. Material changes affecting an active engagement will be communicated in writing prior to implementation.

Each engagement commences upon both parties executing an Order Form. No Services are provided on the basis of verbal agreements alone.

Statements of Work

Each Order Form will reference one or more SOWs setting out: scope and Deliverables; project timeline and milestones; acceptance criteria; technical environment and dependencies; and fees and payment schedule.

Delivery schedule

Where an Order Form specifies a delivery date, that date is Yameo's firm commitment. If Yameo becomes aware that a confirmed delivery date cannot be met for reasons attributable to Yameo, Yameo will notify the Client in writing within three business days, providing a revised schedule and the reason for the delay. Where a delay is attributable solely to Yameo and exceeds five business days beyond the agreed delivery date, the Client may request a fee credit of 2% of the affected milestone value for each additional week of delay, up to a maximum of 10% of the fixed fee for that milestone. This credit is the Client's sole remedy for a delivery delay that does not amount to a material breach entitling termination under Section XI.

Change requests

Any change to the agreed scope must be documented in a written change request signed by both parties. Yameo is not obliged to perform out-of-scope work without a signed change request. Changes to scope may affect the timeline and fees.

Client responsibilities

The Client agrees to: provide timely access to personnel, systems, and information reasonably required by Yameo; review and accept or reject Deliverables within the timeframe specified in the SOW (or, where not specified, within 10 business days of delivery); and appoint a named contact with authority to make decisions on behalf of the Client. Delays caused by the Client may result in revised timelines and fees.

Fixed-price engagements

Where an Order Form specifies a fixed price, that price covers all Services described in the corresponding SOW. Yameo will not invoice additional amounts for fixed-price work unless a signed change request is in place.

Time-and-materials engagements

Where an Order Form specifies time-and-materials rates, Yameo will invoice based on actual hours worked at the agreed rates, with monthly timesheets available on request.

Invoicing and payment terms

Unless otherwise specified in the Order Form, invoices are payable within 30 calendar days of the invoice date, by bank transfer to the details shown on the invoice. All amounts are in euros (EUR).

Late payment

Overdue amounts accrue statutory commercial interest (Wettelijke handelsrente) under Dutch law from the due date. Yameo may suspend Services after 14 days' written notice of non-payment, and may terminate after 30 days. The Client is responsible for Yameo's reasonable collection costs.

Taxes

All fees are exclusive of VAT or equivalent taxes, which are added at the applicable rate. The Client is responsible for any withholding taxes required by its jurisdiction.

Client ownership of Deliverables

Upon receipt of full payment for the applicable engagement, Yameo assigns to the Client all right, title, and interest, including all intellectual property rights, in and to the custom Deliverables produced under that engagement. The Client receives 100% IP ownership of the software Yameo builds for them.

Yameo background IP

Yameo retains ownership of all pre-existing tools, frameworks, libraries, and methodologies ("Background IP"). To the extent Deliverables incorporate Yameo Background IP, Yameo grants the Client a perpetual, royalty-free, non-exclusive licence to use that Background IP as embedded in the Deliverables.

Open-source components

Where Deliverables incorporate open-source software, Yameo will identify the relevant licences in project documentation. The Client's use of such components is subject to the applicable open-source licence terms.

Client materials

The Client grants Yameo a non-exclusive licence to use Client materials solely to the extent necessary to perform the Services. Yameo acquires no other rights in the Client's IP.

Each party will hold the other's Confidential Information in strict confidence, not disclose it to third parties without prior written consent, and use it only for the purposes of this Agreement. "Confidential Information" means all non-public information disclosed by one party to the other that a reasonable person would understand to be confidential.

Exceptions apply to information that is or becomes publicly known through no breach of this Agreement; was known to the Receiving Party before disclosure; is received from a third party without restriction; or must be disclosed by law (with prompt written notice to the Disclosing Party).

Confidentiality obligations survive termination for 5 years. Where a separate NDA is in place, its terms govern confidentiality for matters it covers.

Both parties will comply with applicable data protection law, including EU GDPR (Regulation 2016/679). Where Yameo processes personal data on behalf of the Client, Yameo acts as data processor and the Client acts as data controller; the parties will execute a Data Processing Agreement (DPA) compliant with GDPR Article 28 before processing commences.

Yameo's processing of personal data of website visitors and contacts is governed by the Yameo Privacy Policy.

Yameo warrants that: it has the authority to enter into this Agreement; Services will be performed with reasonable skill and care; Deliverables will materially conform to SOW specifications at delivery; and, to Yameo's knowledge, Deliverables will not infringe third-party intellectual property rights.

Defect warranty

For 90 days following acceptance of a Deliverable, Yameo will remedy, at no additional charge, any material non-conformance with SOW specifications not caused by Client modification, misuse, or third-party interference. This is the Client's sole remedy for Deliverable defects during this period.

Service level commitments

Where post-delivery support is included in an Order Form, Yameo will respond to support requests according to the following default service levels: Critical (system unavailable or data loss risk): initial response within 4 business hours, resolution target within 2 business days; High (material feature impaired, no workaround available): initial response within 1 business day, resolution target within 5 business days; Standard: initial response within 2 business days. Custom SLAs may be agreed in the Order Form and supersede these defaults. Service level commitments apply only where Yameo has unimpeded access to the affected system and environment.

Disclaimer

Except as expressly set out above, Services and Deliverables are provided "as is". Yameo disclaims all implied warranties, including implied warranties of merchantability or fitness for a particular purpose, to the fullest extent permitted by applicable law.

Yameo's aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to Yameo in the 12 months preceding the event giving rise to the claim.

In no event shall Yameo be liable for: loss of profits; loss of revenue or business; loss of data; loss of goodwill; or any indirect, special, or consequential loss, even if advised of the possibility of such loss.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

The Client will indemnify Yameo against third-party claims arising from: (a) use of Deliverables in a manner not contemplated by this Agreement; (b) Client-provided content or data that infringes third-party rights; or (c) the Client's breach of this Agreement or applicable law.

Yameo will indemnify the Client against third-party claims that a Deliverable (as delivered and unmodified) infringes a third party's intellectual property rights, provided the Client promptly notifies Yameo and cooperates in the defence.

This Agreement remains in effect for the duration of any active Order Form and continues to govern ongoing obligations thereafter.

Termination for convenience

Either party may terminate an Order Form on 30 days' written notice. On termination by the Client, the Client pays for all work completed to the termination date plus any non-cancellable costs.

Termination for cause

Either party may terminate immediately if the other party: materially breaches this Agreement and fails to remedy within 14 days of written notice; or becomes insolvent or enters administration.

Effect of termination

On termination the Client pays all outstanding invoices; Yameo delivers all completed Deliverables and work-in-progress to which the Client is entitled. Sections I, V, VI, VII, IX, X, XI, and XII survive termination.

Governing law and jurisdiction

This Agreement is governed by the laws of the Netherlands. Disputes are subject to the exclusive jurisdiction of the courts of Utrecht, the Netherlands, without prejudice to Yameo's right to seek injunctive relief in any jurisdiction.

Entire agreement

This Agreement and all Order Forms and SOWs constitute the entire agreement between the parties. In the event of conflict, the Order Form or SOW prevails over these Terms.

Amendments

Yameo may update these Terms by posting a revised version on this website, effective 14 days after posting. Continued engagement after that date constitutes acceptance. Active engagements under signed Order Forms are unaffected until renewal or a new Order Form is executed.

Assignment

Neither party may assign this Agreement without prior written consent, except that Yameo may assign to an affiliate or successor entity without consent, provided the assignee assumes all obligations.

Subcontracting

Yameo may engage subcontractors and remains responsible for their acts and omissions. Yameo will notify the Client before subcontracting core delivery activities.

Force majeure

Neither party is liable for delays caused by circumstances beyond its reasonable control, provided the affected party gives prompt notice and takes reasonable steps to mitigate.

Waiver and severability

Failure to enforce any provision is not a waiver of that right. Unenforceable provisions are modified to the minimum extent necessary; all other provisions remain in full force.

Language

This Agreement is in English. In the event of inconsistency between the English version and any translation, the English version prevails.

For questions about these Terms or to discuss an engagement: