Terms of Service

These Terms of Service ("Terms") govern your use of the website operated by Born Digital ("we", "us", or "our") at born.mt and any digital services, consultancy, or products we provide.

Born Digital is a digital engineering company registered in Malta. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our website or services.

Where a separate written agreement or statement of work exists between you and Born Digital, the terms of that agreement shall take precedence over these general Terms to the extent of any inconsistency.

1. Services

Born Digital provides digital engineering, design, and growth services including but not limited to:

• eCommerce platform development and optimisation
• Digital product engineering (web applications, APIs, microservices)
• Digital experience design (UX/UI, AR/VR, interactive experiences)
• Growth engineering (CRO, A/B testing, SEO, analytics)
• Technical consultancy and digital strategy

The specific scope, deliverables, timelines, and fees for any engagement will be detailed in a separate proposal, statement of work, or service agreement ("Project Agreement") agreed upon by both parties before work commences.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, provided that such changes do not materially affect any active Project Agreement without prior written notice.

2. Client Obligations

When engaging our services, you agree to:

• Provide accurate information: supply all necessary content, access credentials, and project requirements in a timely and accurate manner as reasonably requested by our team.
• Timely feedback: review and provide feedback on deliverables within the timeframes set out in the Project Agreement. Delays in client feedback may result in corresponding delays to project timelines.
• Authorised use: ensure that all materials, content, and assets you provide to us do not infringe upon the intellectual property rights or other rights of any third party.
• Compliance: comply with all applicable laws and regulations in connection with your use of the deliverables and services we provide.
• Communication: designate a primary point of contact who is authorised to make decisions and provide approvals on your behalf.
• Lawful use: not use our website or services for any unlawful purpose, to transmit malicious code, or to engage in any activity that could damage, disable, or impair our systems or the experience of other users.

3. Intellectual Property

3.1 Client Materials

You retain all rights to the content, materials, and assets you provide to us for use in a project ("Client Materials"). You grant us a non-exclusive, limited licence to use Client Materials solely for the purpose of delivering the agreed services.

3.2 Deliverables

Upon full payment of all applicable fees, intellectual property rights in bespoke deliverables created specifically for you under a Project Agreement shall transfer to you, unless otherwise specified in writing. This transfer does not include pre-existing intellectual property (see 3.3).

3.3 Pre-Existing and Reusable IP

Born Digital retains ownership of all pre-existing intellectual property, including but not limited to proprietary frameworks, code libraries, tools, methodologies, and general know-how developed independently or prior to the engagement. Where such pre-existing IP is incorporated into deliverables, we grant you a non-exclusive, perpetual, royalty-free licence to use it as part of the delivered solution.

3.4 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to reference the project in our portfolio, case studies, and marketing materials, including displaying screenshots, anonymised performance data, and a general description of the work performed.

4. Payment Terms

• Fees: all fees for services will be set out in the Project Agreement. Fees are quoted in Euro (€) unless otherwise stated.
• Payment schedule: unless otherwise agreed, projects require a 30% deposit before work commences, with the remaining balance invoiced according to milestones or monthly intervals as specified in the Project Agreement.
• Payment terms: invoices are payable within 14 days of the invoice date, unless a different period is specified in the Project Agreement.
• Late payment: we reserve the right to charge interest on overdue invoices at a rate of 8% per annum above the European Central Bank's base rate, in accordance with the Late Payment of Commercial Debts Regulations (S.L. 386.10 of the Laws of Malta).
• Suspension: we reserve the right to suspend work on a project if invoices remain unpaid for more than 30 days beyond their due date, until all outstanding amounts are settled.
• Taxes: all fees are exclusive of VAT and any applicable taxes, which shall be charged in addition where required by law.

5. Confidentiality

Both parties agree to treat as confidential all non-public information disclosed by the other party during the course of an engagement ("Confidential Information"). Neither party shall disclose Confidential Information to third parties without the prior written consent of the disclosing party, except where disclosure is:

• required by law, regulation, or court order;
• made to professional advisers bound by confidentiality obligations; or
• necessary for the performance of the agreed services (e.g., to subcontractors, subject to equivalent confidentiality obligations).

Confidentiality obligations survive the termination of the engagement for a period of 3 years.

6. Warranties and Disclaimers

We warrant that services will be performed with reasonable skill and care, consistent with generally accepted industry standards.

To the maximum extent permitted by law, and except as expressly stated in a Project Agreement:

• Our website and its content are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied.
• We do not guarantee that our website will be uninterrupted, error-free, or free from viruses or other harmful components.
• We do not warrant specific commercial outcomes, revenue increases, or conversion improvements, although we endeavour to achieve the targets set out in any Project Agreement.

7. Limitation of Liability

To the fullest extent permitted by applicable law:

• Born Digital's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by you under the relevant Project Agreement in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, howsoever caused.
• Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

You acknowledge that the fees charged reflect the allocation of risk between the parties and that the limitations above are fundamental to the basis upon which we provide our services.

8. Termination

8.1 Termination by Either Party

Either party may terminate a Project Agreement by providing 30 days' written notice to the other party, unless a different notice period is specified in the agreement.

8.2 Termination for Cause

Either party may terminate immediately by written notice if the other party:

• commits a material breach of these Terms or the Project Agreement and fails to remedy such breach within 14 days of receiving written notice;
• becomes insolvent, enters administration or liquidation, or makes an arrangement with its creditors.

8.3 Effect of Termination

Upon termination, you shall pay for all services rendered and expenses incurred up to the date of termination. We will deliver all completed and in-progress work product to you, subject to payment of outstanding invoices. Provisions relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive termination.

9. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay arises from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, civil unrest, power failures, internet disruptions, or cyber attacks. The affected party shall promptly notify the other party and take all reasonable steps to mitigate the impact.

10. Third-Party Services

Our website may contain links to third-party websites or services that are not owned or controlled by Born Digital. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party sites or services. Your use of such third-party services is governed by their own terms and conditions. We strongly advise you to read the terms and privacy policy of any third-party website you visit.

11. Amendments

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to this page with an updated "Last updated" date. Your continued use of our website or services after changes are posted constitutes your acceptance of the revised Terms. For material changes that affect active Project Agreements, we will provide reasonable notice to affected clients.

12. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

13. Governing Law and Jurisdiction

These Terms and any disputes arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of Malta.

The parties shall attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. If a dispute cannot be resolved through negotiation within 30 days, the courts of Malta shall have exclusive jurisdiction to settle such dispute.

Nothing in this clause prevents either party from seeking injunctive or other equitable relief from any court of competent jurisdiction where necessary to protect its rights or interests.

14. Contact

If you have any questions about these Terms of Service, please contact us: