Terms of Service

Terms of Service

These Terms of Service (“Terms”) govern all services provided by Linzila – Design & Development (“Linzila”) to any Client or Project Partner. By commissioning or using Linzila’s services, the Client or Project Partner agrees to these Terms.

1. Services

Linzila offers a range of services, including but not limited to:

• Website Design
• Web Development
• App Design
• App Development
• Graphic Design
• UI/UX Design
• E-commerce Solutions
• SEO (Search Engine Optimization)
• Hosting and Maintenance
• Support Services

All services are subject to the terms outlined in this agreement.

2. Disclaimers and Clarifications

a) Service Delivery and Limitations Linzila provides services to the best of its abilities; however, Linzila cannot guarantee that services will meet all specific requirements or be free from errors. The Client or Project Partner is responsible for providing accurate information and ensuring that their use of the services complies with applicable laws and regulations.b) Disclaimer of Responsibility for Hacking or Malware Linzila is not liable for hacking attempts, malware infections, or other unauthorized intrusions that may affect websites or services provided by Linzila. While Linzila takes reasonable steps to secure systems, the ultimate responsibility for security rests with the Client or Project Partner.c) Third-Party Software and Plugins Services provided through WordPress, plugins, or other open-source/third-party platforms are subject to those platforms’ terms and limitations. Linzila is not responsible for issues arising from third-party components, including updates, compatibility, licensing, or security vulnerabilities.d) SEO Results Disclaimer SEO services are provided on a best-effort basis. Search-engine algorithms, ranking criteria, and indexing are outside Linzila’s control; therefore, Linzila does not guarantee specific rankings, traffic increases, or performance results. The Client or Project Partner understands SEO is long-term and rankings may fluctuate due to factors beyond Linzila’s control (including search-engine updates, competitor activity, and market conditions).

3. CRM System and Communications

By agreeing to these Terms, the Client or Project Partner consents to being added to Linzila’s CRM (for task management, project tracking, invoicing) with business contact details (email, phone, address). The Client or Project Partner agrees to receive SMS and email notifications for project updates, invoices, and service communications, and is responsible for keeping contact information current. Linzila will provide important notices to the contact details supplied by the Client or Project Partner.

4. Resale of Services

The Client or Project Partner may not resell or redistribute Linzila’s services without prior written agreement. Any attempt to do so constitutes a breach and may result in service termination.

5. Termination of Agreement

Either party may terminate at any time. Upon termination, all outstanding fees are immediately due. Linzila may retain work or data created prior to termination until accounts are settled. The Client or Project Partner is responsible for backing up their own data and content.

6. Limitation of Liability

To the fullest extent permitted by law, Linzila is not responsible for (i) loss of data, revenue, or profits; (ii) indirect, incidental, special, or consequential damages; (iii) delays or disruptions caused by third parties, internet failures, or events beyond Linzila’s control. In any event, Linzila’s aggregate liability shall not exceed the total fees paid by the Client or Project Partner to Linzila in the six (6) months preceding the claim, except in cases of fraud or willful misconduct.

7. Agreement of Services

Scope, pricing, timelines, and deliverables will be agreed in writing before work begins. Changes or additional services requested after the initial agreement are out-of-scope and may incur additional fees (see Section 24).

8. Governing Law and Dispute Resolution

These Terms are governed by the laws of North Macedonia. Parties will first attempt to resolve disputes through good-faith negotiations. Failing that, disputes shall be brought exclusively before the competent courts in Skopje, North Macedonia. Linzila may seek injunctive relief in any competent jurisdiction to protect its intellectual property.

9. Modifications to Terms

Linzila may modify these Terms at any time. Material changes will be notified via email or website notice and apply prospectively.

10. Partner Programs

Linzila may provide partner programs (maintenance, server management, project execution at partner pricing). Linzila provides services directly to the Client or Project Partner, who may rebrand these for their end clients. Linzila is not responsible for issues or disputes between the Client or Project Partner and their end clients. The Client or Project Partner must ensure compliance with legal/regulatory requirements. Linzila may refuse or terminate partnerships for breach, misuse, unethical or illegal activity.

11. Hosting and Server Limitations

• Server Specs: Each hosting package includes 1 GB email storage per email account.
• Usage: Limits may not be exceeded without prior arrangement; upgrades may incur additional fees.
• Files/DB: The Client or Project Partner may not modify/remove files or databases on Linzila servers without Linzila’s explicit consent. Unauthorized changes may lead to suspension/termination.
• Resource Limits: Up to 10,000 visits/month, 5 GB total disk space (site + databases), 1 GB email storage/account (upgradable), 512 MB RAM, and shared CPU constraints. Exceeding limits may trigger restrictions or upgrades.
• Security/Maintenance: Linzila maintains the server environment (security updates, backups). The Client or Project Partner manages content and software unless separately contracted.
• Permitted Use: Hosting is only for agreed purposes and may not be used for illegal content/activities or excessive resource load affecting others.

12. Indemnification

The Client or Project Partner agrees to indemnify, defend, and hold harmless Linzila, its directors, employees, and agents from any claims, liabilities, losses, damages, and costs (including reasonable attorneys’ fees) arising from: misuse of services; violations of law; content/materials supplied by the Client or Project Partner (including IP infringement and third-party rights violations); 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 in writing. Late payments accrue 1.5% per month (or the legal maximum). Linzila may suspend or terminate services for overdue accounts and recover collection costs. Deposits/retainers are non-refundable once work commences. Where specified, milestone payments are due upon delivery for review.

14. Intellectual Property

All source files, code, designs, and deliverables remain Linzila’s property until paid in full. Upon full payment, Linzila grants the Client or Project Partner a non-exclusive, worldwide, royalty-free licence to use the deliverables for their intended purpose.

• Third-Party Assets: Stock photos, fonts, plugins, libraries, and similar third-party assets are licensed under their respective terms; ownership remains with their rights holders. The Client or Project Partner is responsible for maintaining valid licences beyond project delivery.
• Working Files: Unless expressly included, working files (e.g., layered design files, internal libraries, project management boards) are not deliverables.

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 Linzila processes personal data on behalf of the Client or Project Partner, the parties will sign a GDPR-compliant Data Processing Agreement (DPA). Linzila will implement appropriate technical and organisational measures and notify the Client or Project Partner without undue delay of any personal-data breach it becomes 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/utility outages, or pandemics). Deadlines will extend by the duration of the event.

18. Revisions and Acceptance

Unless otherwise specified, the project includes up to two (2) rounds of revisions. Additional revisions are billable at Linzila’s prevailing hourly rate. Deliverables are deemed accepted if the Client or Project Partner does not provide written notice of material defects within seven (7) calendar days of delivery.

19. Promotion and Portfolio Rights

Unless otherwise agreed in writing, the Client or Project Partner grants Linzila the right to display, reproduce, and describe the completed project (including designs, websites, graphics, or other deliverables) in Linzila’s portfolio, website, social media, case studies, award submissions, and marketing materials. This right is solely to showcase professional work. Confidential or non-public information will not be disclosed without the Client or Project Partner’s prior written consent.

20. Miscellaneous

Severability: If any provision is invalid or unenforceable, the remaining provisions remain in full force. Assignment: The Client or Project Partner may not assign rights or obligations without Linzila’s prior written consent. Linzila may assign or subcontract obligations while remaining responsible for subcontractor performance. Entire Agreement: These Terms, together with any signed proposals, Statements of Work, and DPAs, constitute the entire agreement and supersede prior discussions.

21. Unauthorized Use of Linzila Property

All designs, concepts, code, text, images, and other materials created by Linzila remain Linzila’s intellectual property unless transferred by written agreement. Any use, reproduction, distribution, or modification by the Client or Project Partner or any third party without Linzila’s prior written consent is prohibited. Any unauthorized use or attempt to use will result in a contractual penalty of €1,500 per infringement or the full project value, whichever is higher, in addition to legal remedies and damages.

22. Attribution and Use of Name/Logo

Unless otherwise agreed in writing, Linzila may include a discreet credit (e.g., footer “Website by Linzila”) and may use the Client or Project Partner’s name and logo in client lists and capability materials. At the Client or Project Partner’s written request, credits can be removed for a reasonable one-time fee covering rework.

23. Non-Solicitation and Non-Circumvention

During the engagement and for twelve (12) months thereafter, the Client or Project Partner will not directly 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, the Client or Project Partner agrees to pay a liquidated fee equal to 30% of the departing person’s annualised remuneration or €7,500, whichever is higher.

24. Change Requests and Out-of-Scope Work

Work outside the agreed scope (including additional features, third-party integrations, or extra revision rounds) will be estimated and approved in writing before commencement and billed at Linzila’s prevailing rates. Timelines may be adjusted accordingly.

25. Warranty and Support Window

Linzila provides a bug-fix warranty for fourteen (14) days from acceptance (Section 18) for defects that materially deviate from the agreed specification and are attributable to Linzila’s work. After this window—or for issues caused by third-party updates, hosting, content changes, or misuse—support is billable unless covered by a separate maintenance agreement.

26. Suspension for Non-Payment

If any invoice remains unpaid seven (7) days after the due date, Linzila may suspend services, including hosting, deployments, and support, and may withhold licences/keys or administrative access on servers Linzila controls until payment is received. Licences granted under Section 14 are automatically suspended during any period of material non-payment.

27. Fees, Expenses, and Chargebacks

The Client or Project Partner is responsible for approved out-of-pocket expenses (e.g., stock assets, premium plugins, third-party APIs, domains, SSL). If a chargeback or payment dispute is initiated without prior good-faith resolution attempts, the Client or Project Partner is responsible for associated bank/payment-provider fees and any reasonable recovery costs.

28. Non-Exclusivity

Unless expressly agreed otherwise, Linzila’s relationship with the Client or Project Partner is non-exclusive. Linzila may provide similar services to others, including competitors.

29. Redistribution and Reuse Restrictions

Unless expressly authorised in a separate written agreement and upon payment of an agreed licence fee, the Client or Project Partner may not resell, rebrand, sublicense, redistribute, disclose, or otherwise make available any deliverables created by Linzila—including but not limited to designs, layouts, templates, UX flows, copy, custom code, components, plugins, libraries, documentation, and brand assets—for the benefit of another client, brand, or project.

• Single-use licence by default: Deliverables are licensed for one (1) brand and one (1) project/site only. Any 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: The Client or Project Partner may not upload, publish, or distribute Linzila deliverables or substantial portions thereof to public repositories, marketplaces, or file/resource libraries without Linzila’s prior written consent.
• Attribution and notices: Copyright and licence notices embedded in deliverables must not be removed or altered without written permission from Linzila.
• Enforcement and remedies: Any redistribution, reuse, or attempt to do so in breach of this section constitutes Unauthorized Use of Linzila Property under Section 21 and is subject to the contractual penalty specified therein (€/infringement or full project value, whichever is higher), in addition to injunctive relief and recovery of damages, fees, and costs.
• Removal on notice: Upon written notice of unauthorised distribution or reuse, the Client or Project Partner must promptly cease and remove the offending materials and provide written confirmation of remediation.