Terms and Conditions

Article 1. Definitions

In these terms and conditions: • Service Provider / Upkyk: the sole proprietorship Upkyk, based in The Hague, Netherlands, registered with the Dutch Chamber of Commerce under number 97 02 00 95. • Client: the natural person or legal entity placing an order with or purchasing a product from Upkyk. • Assignment: the agreed services in web development, app development, digital applications, graphic design and/or content marketing. • Product: software products developed by Upkyk, including WordPress plugins and the Assistant AI. • Agreement: the written or digital contract between the client and Upkyk.

Article 2. Applicability

These terms and conditions apply to all quotes, offers and agreements between Upkyk and the client, as well as to the sale and use of all Upkyk digital products. Deviations are only valid if agreed upon in writing. The applicability of any purchasing or other terms of the client is expressly rejected.

Article 3. Quotes and offers

All quotes from Upkyk are non-binding and valid for 30 days from the date of issue, unless stated otherwise. Upkyk cannot be held to a quote if the client could reasonably have understood that the quote contained an obvious error. An agreement is established at the moment the client accepts the quote in writing or digitally.

Article 4. Execution of the assignment

Upkyk will perform the assignment to the best of its knowledge and ability, in accordance with the requirements of good professional practice. Upkyk has the right to have work performed by third parties without reducing its own responsibility. The client is responsible for providing all required information, materials and approvals in a timely manner. Delays resulting from the client's failure to deliver on time are at the client's expense and risk.

Article 5. Rates and payment

All rates are exclusive of VAT unless stated otherwise. Invoicing takes place based on the payment structure agreed upon in the quote. The payment term is 14 days from the invoice date. In the event of late payment, the client is automatically in default and Upkyk is entitled to charge statutory interest and collection costs. Upkyk reserves the right to require a deposit for longer-term assignments. Payment for digital products must be completed in full before downloading or activating the product.

Article 6. Licences – Digital products

The only digital product from Upkyk to which this article applies is Assistant AI. Upon purchase, you receive a non-exclusive, non-transferable licence to use the product in accordance with the licence scope stated for the product: • Single-site licence: activation on one domain. • 5-site licence: activation on up to five domains. • Unlimited licence (Ultimate Edition): activation on an unlimited number of domains. Prohibited use: • It is not permitted to resell, distribute or share Assistant AI with unauthorised users. • You may not distribute a modified version of Assistant AI as your own product. • Attempts to circumvent the licence system are not permitted. Licence validation: A valid licence key is required to receive updates and support. The software collects installation data solely for validation purposes via a secure connection with our servers. Validity: Licences are valid for 12 months including updates and support, unless stated otherwise. Ultimate licence holders receive lifetime software updates; support must be renewed separately.

Article 7. Assistant AI – Additional terms

Upkyk's Assistant AI provides AI chat functionality via external services such as OpenAI. A free version and a Pro version are available via upkyk.nl/assistant-ai. API integration: Users provide their own API key when using the plugin on their own installations. Upkyk is not responsible for costs, performance or data processing of third parties such as OpenAI or DeepSeek. Chat data: • Messages are securely forwarded to the chosen AI provider. • Pro users can save conversations locally. • Upkyk has no access to chats on client installations. • When used via upkyk.nl/assistant-ai, data may be temporarily stored as described in our privacy policy. Privacy and consent: The plugin includes a consent notice for end users. Clients are solely responsible for compliance with applicable privacy legislation, including the GDPR. White-labelling: White-labelling is only permitted with an Ultimate licence. Other licences may not modify or remove Upkyk branding. Refunds: The refund rules of Article 8 apply accordingly.

Article 8. Refund policy

As Upkyk's products are digital products, refunds are generally not offered after a product has been downloaded and activated. In exceptional cases a refund may be considered: • Before activation: if the licence has not yet been used, a refund may be requested within 5 days of purchase. • Technical issues: if the product does not function as promised and our support team is unable to resolve the issue. • After activation: no refunds are given once the product has been installed and used on a domain. • In case of suspected misuse: Upkyk reserves the right to refuse refunds if there are indications that the product was downloaded with the intention of analysing, copying or otherwise misusing the source code. Each request is assessed individually.

Article 9. Support and updates

Support is provided exclusively to active licence holders. Priority support is available to Pro (MU) and Ultimate licence holders. Updates include bug fixes, security patches and new features. Issues caused by third-party plugins, themes or hosting environments fall outside Upkyk's support responsibility.

Article 10. Intellectual property

All works developed by Upkyk, including websites, applications, plugins, designs and content, are protected by copyright. Upon full payment of the agreed fee, the client obtains a right of use for the delivered works for the agreed purposes. Upkyk retains the right to use the developed works for promotional purposes unless otherwise agreed in writing. Open-source components, frameworks or third-party licences used remain the property of their respective rights holders.

Article 11. Liability

Upkyk's liability is limited to the amount invoiced for the relevant assignment or purchase, with a maximum of the amount paid out by the professional liability insurance. Upkyk is not liable for indirect damage, consequential damage, loss of profit or damage due to loss of data. The client is responsible for backing up their own data and systems. Upkyk is not responsible for conflicts with third-party plugins, themes or hosting environments. Products should always be tested in a staging environment first.

Article 12. Force majeure

Upkyk is not obliged to fulfil any obligation if this is the result of force majeure. Force majeure includes circumstances that prevent fulfilment of the agreement and cannot be attributed to Upkyk, including illness, outages at internet providers, failure of external services (including third-party API services) and government measures. In case of force majeure, Upkyk has the right to suspend performance or dissolve the agreement.

Article 13. Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information received in the context of the assignment. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information. This obligation also applies after the termination of the agreement.

Article 14. Termination

Both parties may terminate the agreement in writing with a notice period of 30 days. In the event of early termination by the client, the client owes payment for work already performed based on the hourly rate or the agreed partial amount. Upkyk reserves the right to terminate the agreement with immediate effect if the client fails to make payment.

Article 15. Fair Use Policy

Licences are valid for the number of domains stated at the time of purchase. Misuse, such as circumventing domain limits or sharing licence keys with unauthorised users, will result in immediate suspension of the licence without refund.

Article 16. Applicable law and disputes

Dutch law applies to all agreements and transactions between Upkyk and the client. Disputes will first be resolved through mutual consultation. If the parties are unable to reach agreement, disputes will be submitted to the competent court in the district of The Hague, Netherlands.

Article 17. Contact