Terms & Conditions
These Terms and Conditions („Agreement”) govern the use of services provided by Via Profectus LTD, a company registered in the United Kingdom, and apply to all clients engaging with the Agency for digital or web development services.
Definitions
„Agency” refers to Via Profectus LTD.
„Client” means the individual or legal entity engaging the Agency’s services.
„Services” refer to all work provided by the Agency, including but not limited to web development, website design, maintenance, and consulting.
„Project” is the agreed scope of work described in a signed contract or written communication.
„Deliverables” mean the results or outputs of the project, such as websites, source code, files, documents, and other work products.
„Agreement” includes these Terms and Conditions and any specific service agreement signed between the parties.
Scope of Services
The Agency will provide services as specified in the agreed proposal or contract. Services are typically delivered in stages, with approval required after each phase before continuing. All deliverables must be reviewed by the Client within five (5) business days. If no written objections are made within this period, the stage shall be deemed accepted.
Client Obligations
The Client agrees to:
- Provide all necessary materials, access credentials, and content in a timely manner.
- Respond to information requests within 8 working hours and provide required content or approvals within three (3) working days.
- Acknowledge that failure to provide timely feedback or input may delay the project timeline without penalty to the Agency.
Acceptance of Work
Work is considered accepted (any of these):
- Upon signing of a handover or delivery act;
- Upon issuance and payment of the final invoice;
- Or if no objections are received in writing within 5 business days of delivery.
- Any later requests for changes may be subject to additional charges.
Payments and Fees
Fees and payment stages will be agreed upon in writing.
Invoices must be paid within thirty (30) days of issuance, unless otherwise stated.
Late payments incur a penalty of 0.02% of the outstanding amount per day.
The Agency may involve a third party for debt collection, and any costs incurred will be charged to the Client.
Work and contract may be paused, canceled or licenses revoked for overdue payments.
Intellectual Property
All intellectual property remains the property of Via Profectus LTD until the final payment is made.
Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the deliverables.
Pre-existing assets, libraries, or templates developed by the Agency remain its property.
Clients may not resell, replicate, or sublicense the deliverables without prior written approval.
Warranty and Support
A 12-month warranty applies if the site is hosted on the Agency’s infrastructure and protected from third-party access.
A 1-month warranty applies for websites hosted elsewhere or with open code access.
The warranty does not cover issues caused by unauthorized modifications or unpaid services.
All fixes outside warranty terms are billable based on current hourly rates.
Service Exclusions
Unless otherwise agreed in writing, the following are not included:
Entry of content (unless explicitly stated),
SEO configuration (metadata, alt tags, etc.),
Graphic design (logos, banners, image processing),
Email server or newsletter setup,
Hosting, domains, or third-party system licenses,
Translations into other languages.
Meetings and Revisions
One meeting per month is included during the project unless stated otherwise.
Training is limited to one or two sessions (max. 4 hours) per designated staff member. Additional training is charged at €70/hour.
Revision requests outside the agreed project scope or made after approval are considered additional work and billed accordingly.
Portfolio Use
The Agency retains the right to showcase the Client’s name, logo, project description, and related visuals in its portfolio, website, and promotional materials.
In some cases, the portfolio may include projects completed under subcontracting or partnership agreements, where the end-client is a customer of a partner company. These cases will be presented solely to demonstrate the Agency’s capabilities and experience, and will not imply a direct business relationship with the end-client unless explicitly stated.
If the Client objects to being listed in the portfolio, they must notify the Agency in writing before the project launch or publication.
Limitation of Liability
Via Profectus LTD is not liable for:
Loss of business, revenue, or data,
Third-party service failures (e.g., hosting, email),
Damages caused by unauthorized third-party changes or code alterations,
Delays caused by Client actions or omissions.
Total liability is limited to the total amount paid by the Client under the relevant service agreement.
Subcontractors
The Agency reserves the right to engage third-party service providers, subcontractors, or freelancers to fulfill parts of the project.
The use of such parties will not affect the quality or scope of Services, and Via Profectus LTD remains fully responsible for the final delivery and obligations under this Agreement.
Termination
Either party may terminate the agreement:
With cause, if the other party fails to fulfill obligations and does not remedy the breach within ten (10) calendar days of written notice;
Without cause, with written notice, provided that outstanding payments, deliverables, and obligations are resolved.
If terminated by the Client, any advance payments are non-refundable, and the Agency may charge for completed work up to the termination date.
Force Majeure
Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, pandemic, internet outages). Affected parties must notify the other party as soon as possible.
Confidentiality
All exchanged information, files, and project discussions are considered confidential unless otherwise agreed. Neither party shall disclose or reuse such information for unrelated purposes.
Official Communication
While the contract is signed by Via Profectus LTD, some communication may originate from email addresses associated with its subcontractors, partner teams, or project-specific domains.
All such communication is considered valid and binding as long as it relates to the project described in this Agreement, unless the Client is formally instructed to disregard specific contacts.
Privacy and Cookies
By using our services or submitting your data, you consent to the processing of your personal information in line with our Privacy Policy and Cookie Policy. These outline how we collect, use, and protect your data, including our use of email communication for direct marketing based on legitimate interest.
Changes to These Terms
Via Profectus LTD reserves the right to update these Terms and Conditions at any time. Clients will be notified of significant changes. Continued use of services implies acceptance of the revised terms.
Governing Law and Jurisdiction
These Terms and all related matters shall be governed by the laws of the United Kingdom. Any disputes shall be settled by the competent courts in the jurisdiction of Via Profectus LTD’s registered office.