Terms & Conditions

By accessing or using any services provided by GroBird ("Company", "we", "our", or "us"), you agree to be bound by these Terms and Conditions. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

If you do not agree to these terms, you may not use our services. Your continued use of our services after any modifications to these terms shall constitute your consent to such modifications.

GroBird provides operations and technology implementation services for B2B companies, including but not limited to:

The specific scope of services provided to each client is outlined in a separate Statement of Work (SOW) or Master Services Agreement (MSA), which forms part of the overall agreement between GroBird and the client. In the event of any conflict between these Terms and a SOW or MSA, the more specific document shall control.

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice to affected clients. We will not be liable for any modification, suspension, or discontinuation of services.

To enable GroBird to deliver services effectively, clients agree to:

Client acknowledges that delays in fulfilling these responsibilities may impact delivery timelines. GroBird is not liable for delays resulting from client's failure to meet these obligations.

Unless otherwise specified in a written agreement, the following intellectual property terms apply:

GroBird IP

All pre-existing methodologies, frameworks, tools, templates, and know-how developed by GroBird remain the exclusive property of GroBird. Nothing in these terms grants any rights to GroBird's proprietary intellectual property beyond what is necessary to receive the services.

Client IP

Client retains ownership of all pre-existing intellectual property provided to GroBird. Client grants GroBird a limited, non-exclusive license to use such materials solely for the purpose of delivering the agreed services.

Work Product

Upon full payment of all fees, custom deliverables created specifically for a client under a SOW will be assigned to the client, excluding any GroBird proprietary components. Specific IP ownership terms may vary per SOW.

Both parties acknowledge that in connection with the services, each may receive or have access to confidential information of the other party. Each party agrees to:

Confidential information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before receipt; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of confidential information.

Payment terms for services are outlined in each SOW or project agreement. Unless otherwise specified:

Disputed invoices must be raised in writing within ten (10) business days of receipt. Undisputed portions of invoices remain due per the standard payment terms. Failure to dispute within this window shall be deemed acceptance of the invoice.

To the maximum extent permitted by applicable law, GroBird's total cumulative liability arising out of or related to these Terms or the services — whether in contract, tort, or otherwise — shall not exceed the total fees paid by the client to GroBird in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall GroBird be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of revenue, loss of profits, loss of business, loss of data, or loss of goodwill, even if GroBird has been advised of the possibility of such damages.

Either party may terminate the agreement with thirty (30) days written notice, unless a different notice period is specified in the applicable SOW. Immediate termination may occur if:

Upon termination, all outstanding invoices become immediately due and payable. Client shall promptly return or destroy all GroBird confidential information. Sections on Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law survive termination.

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which GroBird is incorporated, without regard to conflict of law principles.

Any disputes arising from or relating to these Terms shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration under the rules of a mutually agreed arbitration body, except that either party may seek injunctive relief in any court of competent jurisdiction.

GroBird reserves the right to update these Terms at any time. Material changes will be communicated to active clients via email at least thirty (30) days before taking effect. Continued use of our services after changes take effect constitutes acceptance of the revised Terms.

The most current version of these Terms will always be available on our website. If you have questions about any changes, please contact us at legal@grobird.io.