These Terms of Service (“Terms”) govern all services provided by Linzila (“we”, “us”, “our”) to any client or project partner (“Client”, “you”). By commissioning, purchasing, or using our services, you agree to these Terms.
1. Services
Linzila provides marketing, design, and digital product services, including but not limited to:
AI-Powered SEO and Search Growth
Analytics, Tracking and Conversion Optimization
Lifecycle Marketing and Automation
Performance Advertising
Web Design and Development
E-Commerce Solutions
UI/UX and Graphic Design
Hosting, Maintenance, and Support Services (where contracted)
All services are subject to the scope, pricing, timelines, and deliverables agreed in writing.
2. Disclaimers and Clarifications
a) Service delivery and limitations
We provide services using reasonable skill and care; however, we do not warrant that services will meet every specific expectation or be error-free. You are responsible for providing accurate information, timely approvals, and ensuring that your use of our services complies with applicable laws and regulations.
b) Security, hacking, and malware
We are not liable for hacking attempts, malware infections, ransomware, or other unauthorized intrusions that may affect websites, accounts, servers, or services. While we may apply reasonable security measures where we control the environment, ultimate security also depends on passwords, third-party providers, software updates, user access, and your internal practices.
c) Third-party platforms, plugins, and integrations
Services provided through WordPress, plugins, open-source tools, advertising platforms, email platforms, analytics tools, hosting providers, APIs, or other third parties are subject to their own terms and limitations. We are not responsible for issues arising from third-party components, including updates, compatibility, outages, policy changes, account suspensions, licensing, or security vulnerabilities.
d) Marketing and performance results disclaimer
Marketing outcomes are not guaranteed. Advertising platforms, auction dynamics, audience behavior, competitors, seasonality, budgets, account history, and platform policies can affect performance. We do not guarantee specific results including rankings, traffic, leads, sales, ROAS, conversion rates, or costs. Where we provide projections or estimates, they are non-binding and for planning only.
e) Content and compliance responsibility
You are responsible for the legality and accuracy of your business claims, offers, pricing, disclaimers, and required legal pages. You must ensure compliance with advertising rules, consumer protection laws, and industry regulations. We may refuse work that we reasonably believe is unlawful, deceptive, or violates platform policies.
3. CRM System and Communications
By agreeing to these Terms, you consent to being added to our CRM for task management, project tracking, invoicing, and service communications. You agree to receive emails and SMS notifications related to project updates, invoices, access requests, and service communications, and you are responsible for keeping your contact details current.
4. Resale of Services
You may not resell or redistribute our services without prior written agreement. Any attempt to do so is a material breach and may result in termination.
5. Termination of Agreement
Either party may terminate at any time. Upon termination, all outstanding fees become immediately due. We may withhold deliverables, access, or deployments until accounts are settled. You are responsible for backing up your data and content and for exporting information from third-party platforms you control.
6. Limitation of Liability
To the fullest extent permitted by law, we are not responsible for loss of data, revenue, profits, goodwill, or indirect, incidental, special, or consequential damages. We are not responsible for delays or disruptions caused by third parties, platform outages, internet failures, or events beyond our control.
Our aggregate liability for any claim shall not exceed the total fees paid by you to us in the six (6) months preceding the event giving rise to the claim, except in cases of fraud or willful misconduct.
7. Agreement of Services
Scope, pricing, timelines, deliverables, and responsibilities will be agreed in writing before work begins (proposal, statement of work, email confirmation, or invoice description). Requests outside the agreed scope are handled as change requests and may incur additional fees (see Section 25).
8. Governing Law and Dispute Resolution
These Terms are governed by the laws of North Macedonia. The parties will first attempt to resolve disputes through good-faith negotiations. If unresolved, disputes shall be brought exclusively before the competent courts in Skopje, North Macedonia. We may seek injunctive relief in any competent jurisdiction to protect our intellectual property.
9. Modifications to Terms
We may modify these Terms at any time. Material changes will be posted on our website or notified via email and will apply prospectively.
10. Partner Programs
We may offer partner or white-label programs (project delivery, maintenance, support, or execution at partner pricing). In such cases, we provide services to you as the partner, and you are responsible for your relationship with your end clients, including legal compliance, contract terms, and communications. We are not responsible for disputes between you and your end clients.
11. Hosting and Server Limitations (only if hosting is contracted)
a) Email storage
Unless otherwise agreed, each email account includes 1 GB storage.
b) Resource limits
Unless otherwise agreed in writing, hosting may be subject to shared-resource limits such as monthly visits, disk space, RAM, and CPU constraints. Exceeding limits may require an upgrade or may result in temporary restrictions to protect other users on shared infrastructure.
c) Client modifications
You may not modify or remove files, databases, or server configurations on infrastructure we control without explicit written consent. Unauthorized changes may lead to suspension or termination.
d) Security and maintenance
Where we provide hosting, we maintain server-level security updates and backups. Unless separately contracted, you remain responsible for site content, plugin/theme updates, and user access management.
e) Permitted use
Hosting may not be used for illegal content or activities or for excessive resource load that affects others.
12. Indemnification
You agree to indemnify, defend, and hold harmless Linzila, its directors, employees, and agents from claims, liabilities, losses, damages, and costs (including reasonable legal fees) arising from:
misuse of services
violations of law or platform policies
content or materials supplied by you (including claims, images, video, or text)
infringement of intellectual property rights, including unlicensed assets
failure to comply with these Terms.
13. Payment and Invoicing
All invoices are in EUR and payable within fourteen (14) calendar days unless otherwise agreed. Late payments accrue 1.5% per month (or the legal maximum). We may suspend services for overdue accounts and recover reasonable collection costs. Deposits and retainers are non-refundable once work commences. Milestone payments, if agreed, are due upon delivery for review.
14. Intellectual Property
a) Ownership until paid
All source files, code, designs, and deliverables remain our property until paid in full.
b) Client licence after payment
Upon full payment, we grant you a non-exclusive, worldwide, royalty-free licence to use the deliverables for their intended purpose.
c) Third-party assets and licences
Stock photos, fonts, plugins, libraries, icons, and other third-party assets are subject to their own licence terms. You are responsible for maintaining valid licences beyond delivery and for any assets you supply. We are not liable for licence violations resulting from third-party or client-supplied materials.
d) Working files
Unless explicitly included in writing, working files and internal systems are not deliverables and remain our property.
15. Confidentiality
Each party will keep confidential all non-public information received from the other and use it solely to fulfil this agreement. This obligation survives termination for three (3) years, excluding information that is public, independently developed, or lawfully obtained without confidentiality obligations.
16. Data Protection
Where we process personal data on your behalf, the parties will sign a GDPR-compliant Data Processing Agreement (DPA) when required. We will implement appropriate technical and organisational measures and notify you without undue delay of any personal-data breach we become aware of.
17. Force Majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, war, terrorism, riots, strikes, government actions, internet or utility outages, or pandemics. Deadlines will extend by the duration of the event.
18. Security Incidents, Catastrophic Events, and Restoration Fees
a) No responsibility for extraordinary events
We cannot be held responsible for downtime, disruption, data loss, or degraded performance caused by hacking, malware, ransomware, DDoS attacks, war, terrorism, civil unrest, natural disasters, government actions, platform outages, internet or utility outages, or other events beyond our reasonable control.
b) Restoration work is billable
Any restoration, recovery, cleanup, rebuild, or troubleshooting following such events is not included unless explicitly stated in writing. This work is billed at our then-current rates plus any third-party costs.
c) No guarantee of full recovery
We cannot guarantee full restoration of data, functionality, integrations, rankings, deliverability, or configurations after an incident, especially where backups are unavailable, corrupted, or incomplete.
d) Client cooperation
You must provide timely access, approvals, and credentials to enable incident response. Delays may extend downtime and increase costs.
e) Emergency work
Urgent or out-of-hours intervention may be billed at an emergency rate and may require advance payment or a deposit.
19. Revisions and Acceptance
Unless otherwise specified, projects include up to two (2) rounds of revisions. Additional revisions are billable at our prevailing hourly rate. Deliverables are deemed accepted if you do not provide written notice of material defects within seven (7) calendar days of delivery.
20. Promotion and Portfolio Rights
Unless otherwise agreed in writing, you grant us the right to display and describe completed work in our portfolio, website, social media, and case studies for marketing purposes. We will not disclose confidential or non-public information without your prior written consent.
21. Miscellaneous
Severability: If any provision is invalid or unenforceable, the remaining provisions remain in full force.
Assignment: You may not assign rights or obligations without our prior written consent. We may subcontract while remaining responsible for subcontractor performance.
Entire agreement: These Terms, together with any proposals, statements of work, and DPAs, constitute the entire agreement and supersede prior discussions.
22. Unauthorized Use of Linzila Property
Any use, reproduction, distribution, or modification of our designs, concepts, code, text, images, or other materials without prior written consent is prohibited. Unauthorized use will result in a contractual penalty of EUR 1,500 per infringement or the full project value, whichever is higher, in addition to legal remedies.
23. Attribution and Use of Name/Logo
Unless otherwise agreed in writing, we may include a discreet credit (for example, “Website by Linzila”) and may use your name and logo in client lists and capability materials. At your written request, credits can be removed for a reasonable one-time fee covering rework.
24. Non-Solicitation and Non-Circumvention
During the engagement and for twelve (12) months thereafter, you will not solicit for employment or contract any Linzila employee or contractor who worked on the project, nor circumvent Linzila to procure materially similar services from such individuals. If this occurs, you agree to pay a liquidated fee equal to 30% of the departing person’s annualised remuneration or EUR 7,500, whichever is higher.
25. Change Requests and Out-of-Scope Work
Work outside the agreed scope (including additional features, new integrations, additional ad accounts, additional funnels/pages, extra revision rounds, or added content) will be estimated and approved in writing before commencement and billed at our prevailing rates. Timelines may be adjusted accordingly.
26. Warranty and Support Window
We provide a bug-fix warranty for fourteen (14) days from acceptance for defects that materially deviate from the agreed specification and are attributable to our work. After this window, or for issues caused by third-party updates, platform changes, hosting, content changes, or misuse, support is billable unless covered by a separate maintenance agreement.
27. Suspension for Non-Payment
If any invoice remains unpaid seven (7) days after the due date, we may suspend services, including hosting, deployments, ad management activity, and support, and may withhold access on infrastructure we control until payment is received. Licences granted under Section 14 are automatically suspended during any period of material non-payment.
28. Fees, Expenses, and Chargebacks
You are responsible for approved out-of-pocket expenses such as stock assets, premium plugins, third-party APIs, domains, SSL, ad spend, email platform fees, and required verification costs. If a chargeback or payment dispute is initiated without prior good-faith resolution attempts, you are responsible for associated payment-provider fees and reasonable recovery costs.
29. Non-Exclusivity
Unless expressly agreed otherwise, our relationship is non-exclusive. We may provide similar services to others, including competitors.
30. Redistribution and Reuse Restrictions
Unless expressly authorised in a separate written agreement and upon payment of an agreed licence fee, you may not resell, rebrand, sublicense, redistribute, disclose, or otherwise make available any deliverables we create, including designs, layouts, templates, UX flows, copy, custom code, components, plugins, libraries, documentation, and brand assets.
Single-use licence by default: Deliverables are licensed for one (1) brand and one (1) project/site only. Reuse across additional brands, domains, environments, or end clients requires a separate multi-use or redistribution licence agreed in writing and paid in full.
White-label/partner reuse: Any reuse in a partner or white-label capacity must be covered by a partner agreement specifying permitted scope, support obligations, attribution, and applicable fees.
No public distribution: You may not upload, publish, or distribute deliverables or substantial portions thereof to public repositories, marketplaces, or libraries without our prior written consent.
Attribution and notices: Copyright and licence notices embedded in deliverables must not be removed or altered without written permission.
Enforcement and remedies: Any breach of this section constitutes unauthorized use and is subject to the penalty in Section 22, in addition to injunctive relief and recovery of damages and costs.
Removal on notice: Upon written notice of unauthorised distribution or reuse, you must promptly cease and remove the offending materials and provide written confirmation of remediation.
31. Third-Party Content, Licences, and Image Responsibility
a) Client-provided materials
You are solely responsible for ensuring that all content, images, videos, graphics, text, fonts, and other materials provided to Linzila for use in a project are properly licensed or owned by you. We do not verify the ownership or licensing status of materials you supply.
b) Third-party or partner-client content
If materials originate from your end clients, partners, or third parties (for example, images on a partner-client’s website), you bear full responsibility for securing any necessary permissions or licences for such use. We are not liable for any claims or disputes arising from unlicensed or improperly used third-party content.
c) Stock and licensed assets
Where we source stock images, fonts, or design elements, such assets are licensed under their respective terms from third-party providers. Unless otherwise stated in writing, licences are limited to the specific project and may not be reused for other purposes. You must maintain or renew such licences after project delivery if continued use is required.
d) Copyright claims and indemnity
You agree to indemnify and hold harmless Linzila against any claims, damages, or legal costs arising from the use of unlicensed or misattributed content provided by you or your end clients. We reserve the right to remove, replace, or refuse to publish content suspected of violating intellectual property rights.
