Terms of Service

1. Service provider

2. Definitions

• Website — badtrip.software and its subpages.
• Provider / I / me — Tomasz Urban trading as BadTrip Software.
• Client / you — a natural person or legal person using the Website or commissioning Services.
• Consumer — a natural person concluding a contract not directly related to their business or professional activity (Polish Civil Code / consumer law).
• Entrepreneur on consumer terms — a natural person conducting a sole business who concludes a contract directly related to that business, where the contract is not of a professional character for them (where Polish law grants such persons selected consumer protections).
• Services — software development, consulting, maintenance, cloud, or related work described in a separate offer, statement of work, or contract.

3. Website use

1. The Website provides information about BadTrip Software and a contact form. Content is for general information. It is not legal, tax, or investment advice.
2. You must use the Website lawfully and must not attempt to disrupt security, reverse-engineer non-public infrastructure, overload the contact endpoint, or submit malicious content.
3. Prices, timelines, and case descriptions on the Website are illustrative unless expressly confirmed in a written offer accepted by both parties. “From” prices are net (excl. VAT) starting anchors for typical scope, not binding quotes. See §6 for VAT.
4. The Website may be modified, suspended, or discontinued without notice, subject to mandatory rights you may have regarding ongoing contracts (which are separate from mere Website access).

4. No automatic contract via the form

Sending a message through the contact form, emailing the Provider, or browsing the Website does not by itself create a binding contract for paid Services. A binding engagement arises only when:

• the Provider issues a written offer, quote, or statement of work (email is sufficient); and
• you accept it in writing (including email); or
• both parties sign a separate agreement,

and any conditions stated in that document (e.g. deposit) are met. Until then, discussions are pre-contractual.

5. Services framework

Unless a signed contract says otherwise, the following default rules apply to Services:

1. Scope. Deliverables, timeline, price, and acceptance criteria are defined in the accepted offer / SOW. Work outside that scope requires a written change order and may adjust price and schedule.
2. Fixed price. Where a fixed price is agreed, it covers the stated scope only. Client delays, missing access, or late feedback may extend timelines without reducing the fee for work already performed.
3. Hourly / retainer. Time is tracked reasonably; retainers reserve priority capacity as described in the offer.
4. Client materials. You warrant that materials, credentials, and content you provide do not infringe third-party rights and that you have authority to provide them. You remain responsible for your business decisions and product compliance in your industry.
5. Tools and AI. The Provider may use modern development tools, including AI-assisted coding, under human supervision. The Provider remains responsible for delivering the agreed work product under the contract; AI use does not transfer your duties regarding lawful use of the finished software in your context.
6. Third-party services. Cloud accounts, domain registrars, payment providers, app-store accounts, and licences in your name remain your contracts and costs unless explicitly included in the offer.
7. Acceptance. Unless otherwise agreed, deliverables are deemed accepted if you do not raise a documented, material objection within 7 days of delivery notice (or a longer period stated in the offer).

6. Fees, invoices, taxes (VAT)

1. Prices are net (excl. VAT). Unless an offer expressly states that a price is gross (VAT-inclusive), all fees, hourly rates, retainers, and website price anchors are net amounts — i.e. the Provider’s remuneration before VAT. Polish VAT is added on top where due, at the statutory rate applicable to the service (for typical software development and related IT services currently 23%, unless a different rate or exemption applies by law).
2. What you pay. Where Polish VAT applies at 23%, the amount due equals: net fee × 1.23 (net + 23% VAT). Example: a net fixed fee of 12,000 currency units invoices as 12,000 net + 2,760 VAT = 14,760 gross. The VAT line is tax remitted by the Provider under Polish VAT rules (subject to reverse-charge situations below); it is not a hidden markup on the net rate.
3. Offers and quotes. Written offers will show at least: (a) net fee or net rate; (b) applicable VAT rate or a clear statement that reverse charge / 0% applies; and (c) where practical, the gross total or a worked example. Website “from” prices are net starting anchors only, not binding quotes.
4. EU B2B / reverse charge. For certain Clients established for VAT purposes in another EU Member State (valid VAT ID, B2B service rules met), the invoice may be issued without Polish VAT under the reverse-charge mechanism; the Client accounts for VAT in their own country under applicable law. The net fee remains the agreed remuneration. The Provider may require a valid EU VAT number (VIES) before applying reverse charge. Rules for non-EU Clients depend on the place-of-supply rules and will be stated in the offer.
5. Currency. Fees may be quoted in PLN, EUR, USD, or another currency stated in the offer. VAT on Polish invoices is calculated and shown as required by Polish tax law (including conversion rules where the fee is in foreign currency).
6. Invoices are issued under Polish rules as a VAT invoice where required. Payment terms default to 14 days from invoice date unless the offer states otherwise. The gross amount on the invoice is the amount due (or the net amount only where the invoice is reverse-charge / outside VAT as indicated on the document).
7. Late payment may result in statutory interest for delay under Polish law and suspension of further work after prior notice.
8. Deposits or milestone payments, if required by the offer, are conditions for starting or continuing work and are also stated net + VAT (or reverse charge) in the same way as the main fee.

7. Intellectual property

1. Website content. Text, branding, layout, and graphics on the Website are owned by the Provider or licensed to the Provider. You may not copy them for commercial use without permission, except for ordinary browsing and legal citations.
2. Project work product. Upon full payment of all amounts due for a deliverable, and unless the offer states otherwise, the Client receives the rights of use (and, where agreed in writing, transfer of economic copyright) necessary to use that deliverable for the intended purpose. Until full payment, the Provider retains all rights and may restrict use of unpaid work.
3. Background IP and tools. The Provider’s pre-existing libraries, know-how, generic components, scripts, and methodologies remain the Provider’s. The Client receives a non-exclusive licence to use them solely as embodied in the paid deliverable, unless a broader licence is agreed.
4. Open source. Third-party open-source components are governed by their own licences; those licences prevail for those components.
5. Portfolio: the Provider may mention the Client’s name and a high-level project description in a professional portfolio unless the Client objects in writing or a confidentiality clause forbids it. Source code and secrets are not published without consent.

8. Confidentiality

Each party shall keep confidential the other party’s non-public business and technical information received in connection with Services, and use it only to perform the contract, except for information that is public, independently developed, received lawfully from a third party, or required to be disclosed by law. Obligations survive for 3 years after the end of the engagement, or longer if the offer so provides. Personal data is handled under the Privacy Policy and any DPA agreed for the project.

9. Liability

1. The Provider performs Services with due professional care expected of a senior software contractor. Software is complex; the Provider does not warrant uninterrupted or error-free operation beyond what is expressly agreed in the offer (e.g. warranty period for defect repair).
2. To the fullest extent permitted by Polish law, the Provider’s total liability arising out of or related to a given engagement is limited to the fees actually paid by the Client for that engagement in the 12 months preceding the claim.
3. The Provider is not liable for lost profits, loss of data (beyond reasonable restore efforts where backup duties were expressly in scope), loss of business opportunity, or other indirect damages, except where liability cannot be limited under mandatory law.
4. Mandatory law. Nothing in these Terms excludes or limits liability for intentional misconduct (wina umyślna), for damage caused by a dangerous product where mandatory product rules apply, or any other liability that cannot be limited or excluded under Polish or EU law — including rights of Consumers that cannot be waived.
5. The Client is responsible for production backups, access control on their systems, and regulatory compliance of their business, except to the extent the offer expressly assigns those tasks to the Provider.

10. Consumers and distance contracts

Services are aimed primarily at businesses (B2B). If you are a Consumer (or, where Polish law so provides, an entrepreneur entitled to consumer-like protection), mandatory provisions of Polish and EU consumer law prevail over any conflicting clause of these Terms.

1. Right of withdrawal (14 days). For distance contracts for services, a Consumer generally has 14 days to withdraw without giving a reason, under the Polish Act on Consumer Rights implementing EU rules. The period runs from conclusion of the contract.
2. Early performance. If you request that Services begin during the withdrawal period, you may be charged a proportionate amount for work performed until withdrawal. If the service has been fully performed with your prior express consent and acknowledgment that you lose the right of withdrawal upon full performance, the right of withdrawal may not apply (as allowed by law).
3. How to withdraw. Send a clear statement to tomasz@badtrip.software (a simple email is enough). You may use the model withdrawal form under consumer law, but it is not mandatory.
4. Complaints. Consumers may submit complaints to the Provider’s email. The Provider will respond within 14 days. Consumers may also use out-of-court dispute mechanisms and the EU ODR platform where available: https://ec.europa.eu/consumers/odr.

11. Force majeure

Neither party is liable for delay or failure caused by circumstances beyond reasonable control (including major infrastructure outages, war, natural disaster, epidemic measures, or government action), provided the affected party notifies the other promptly and mitigates where possible.

12. Termination

Either party may terminate an engagement as stated in the offer. If silent:

• for ongoing retainers — either party may terminate with 30 days’ written notice;
• for fixed-scope projects — termination for convenience by the Client requires payment for work performed and non-cancellable third-party costs;
• either party may terminate with immediate effect for material breach not cured within 14 days after written notice, or for insolvency events as recognised by law.

13. Governing law and disputes

1. These Terms and contracts for Services are governed by the law of the Republic of Poland, without regard to conflict-of-law rules that would refer to another law, except where mandatory consumer conflict rules require otherwise.
2. B2B. Disputes between the Provider and a Client who is not a Consumer shall be submitted to the common courts of the Republic of Poland competent for the Provider’s place of business in Kraków, unless mandatory law requires another venue.
3. Consumers. Consumers may bring proceedings before the courts of their place of residence under applicable consumer jurisdiction rules. Nothing here limits mandatory consumer jurisdiction or ADR rights.

14. Final provisions

1. If any provision is held invalid, the remaining provisions stay in force. Invalid clauses are replaced by the nearest valid rule under Polish law.
2. A separate written contract or offer accepted by the parties prevails over these Terms in case of conflict for that engagement.
3. The Privacy Policy forms part of the information provided with the Website and with personal-data processing.
4. These Terms may be updated on this page. Changes do not retroactively alter contracts already concluded unless required by law or agreed by the parties.
5. Language: the Website is provided in English. If a Polish version of these Terms is published later and conflicts with the English text for a Consumer, the version more favourable to the Consumer under mandatory law will prevail for that Consumer.