These Terms of Service (“Terms”) govern all services provided by Linzila – Design & Development (“Linzila”, “we”, “us”, “our”) to any client, customer, business, organisation, agency, or project partner (“Client”, “you”, “your”).
By commissioning, purchasing, approving, accessing, or using our services, you agree to these Terms together with any applicable proposal, quotation, statement of work, order, invoice, service agreement, Data Processing Agreement, or other written agreement between you and Linzila.
1. Services
Linzila provides digital design, development, optimisation, and support services, including but not limited to:
Web Design & Development
E-Commerce Development
SEO, AI & Search Visibility
Maintenance & Support
Depending on the agreed project or service, we may also provide hosting administration, domain management, website migration, custom development, plugins, integrations, APIs, automation, analytics, tracking, email configuration, CRM integrations, consulting, technical support, performance optimisation, security-related services, content implementation, and other related digital services.
The exact scope of services, pricing, timelines, deliverables, responsibilities, and exclusions will be defined in writing before or during the engagement.
Services not specifically included in an agreed scope are not automatically included.
2. Proposals, Scope, and Agreement of Services
Scope, pricing, timelines, deliverables, assumptions, and responsibilities may be agreed through a proposal, statement of work, quotation, email confirmation, project-management system, invoice description, service plan, or other written communication.
Only items expressly included in the agreed scope are included in the price.
Requests outside the agreed scope may be treated as change requests and may result in additional fees and adjusted timelines.
Where there is a conflict between these Terms and a separately signed agreement, the separately signed agreement will prevail to the extent of the conflict.
3. Client Responsibilities
You are responsible for providing accurate and complete information, content, credentials, approvals, feedback, access, and other materials reasonably required for us to perform the services.
You must provide approvals and feedback within a reasonable period.
Delays in receiving information, approvals, credentials, content, payments, or feedback may result in project delays or rescheduling.
You are responsible for ensuring that your business activities, products, services, content, claims, prices, offers, policies, and use of the completed work comply with applicable laws, regulations, industry requirements, and platform policies.
You must maintain secure passwords and appropriately manage access provided to employees, contractors, agencies, and other third parties.
4. Web Design & Development
Web Design & Development services may include website design, user experience, development, responsive implementation, CMS configuration, WordPress development, custom functionality, integrations, performance optimisation, migrations, and related services where agreed.
Unless expressly included, website projects do not automatically include ongoing maintenance, hosting, content creation, SEO, legal compliance review, accessibility certification, security monitoring, premium third-party licences, or future compatibility work.
Websites may rely on browsers, operating systems, devices, hosting environments, frameworks, plugins, themes, APIs, libraries, and third-party technologies that change over time.
We cannot guarantee that a website or functionality will remain permanently compatible with all future versions of third-party technologies without maintenance or additional development.
5. E-Commerce Development
E-Commerce Development may include WooCommerce or other e-commerce platforms, product configuration, checkout functionality, payment integrations, shipping integrations, membership or subscription functionality, ERP integrations, inventory systems, warehouse integrations, tax settings, and related services where agreed.
Unless expressly agreed otherwise, Linzila is not the merchant of record, seller of the Client’s products or services, payment processor, shipping provider, tax adviser, or consumer-contracting party.
You are responsible for:
Product and service information
Prices and discounts
VAT and other applicable taxes
Shipping terms and charges
Refunds and returns
Warranty information
Consumer rights
Product legality
Product availability
Inventory accuracy
Terms of sale
Privacy and cookie compliance
Other legal requirements relating to your e-commerce business
Payment processing is generally performed by third-party payment providers.
We are not responsible for payment-provider outages, declined transactions, fraud assessments, chargebacks, withheld funds, payment-provider account restrictions, verification requirements, or changes imposed by payment providers.
Where an e-commerce website connects to external inventory, ERP, warehouse, shipping, accounting, CRM, marketplace, or other systems, information depends on data supplied by those third-party systems.
We are not responsible for incorrect inventory, product, shipping, customer, pricing, order, or other information originating from third-party systems.
Changes to WooCommerce, payment gateways, APIs, plugins, external services, regulatory requirements, or third-party systems may require additional development or configuration.
6. SEO, AI & Search Visibility
SEO, AI & Search Visibility services may include technical SEO, on-page optimisation, structured data, content optimisation, keyword research, search-engine visibility, AI-search optimisation, search architecture, indexing improvements, analytics, content recommendations, and related services where agreed.
Search engines, AI systems, answer engines, social platforms, directories, and other discovery systems are controlled by third parties.
We do not control their algorithms, indexing systems, ranking systems, crawling behaviour, training data, citations, recommendations, search-result layouts, or platform policies.
We therefore do not guarantee:
Search-engine rankings
Specific keyword positions
Indexing of any particular page
Organic traffic levels
Leads or sales
Conversion rates
Featured snippets
AI citations
AI-generated recommendations
Mentions in AI-generated answers
Inclusion in AI summaries
Google AI features
Bing or other search-engine visibility
Visibility within large language model or AI search platforms
Any particular level of traffic, exposure, revenue, or commercial performance
Search engines and AI platforms may change their algorithms, systems, policies, features, and presentation without notice.
Any forecasts, estimates, projections, expected results, keyword opportunities, traffic estimates, or similar information provided by Linzila are for planning purposes only and are not guarantees.
7. AI and Automated Technologies
Our services may use or integrate artificial intelligence, machine learning, automated systems, third-party APIs, language models, content-generation tools, translation tools, search technologies, or other automated technologies.
Outputs from such systems may contain inaccuracies, omissions, outdated information, unexpected results, or content requiring human review.
Where AI-assisted content, code, recommendations, translations, summaries, metadata, structured information, or other outputs are prepared as part of our services, you remain responsible for reviewing and approving final materials before publication or business use unless otherwise agreed.
AI-generated or AI-assisted outputs should not be relied upon as legal, financial, medical, tax, regulatory, or other regulated professional advice.
Third-party AI providers may change their models, APIs, functionality, pricing, availability, data-processing practices, policies, or service terms.
We are not responsible for disruptions or changes caused by third-party AI providers.
We do not guarantee that AI systems will discover, cite, recommend, rank, mention, reproduce, or otherwise display your website, content, brand, products, or services.
8. Maintenance & Support
Maintenance & Support services are limited to the services included in the applicable maintenance plan, service agreement, quotation, or written scope.
Maintenance may include selected updates, monitoring, backups, troubleshooting, compatibility checks, security-related measures, content changes, technical support, or other services depending on the contracted plan.
Maintenance does not automatically include:
New functionality
New pages or major content additions
Website redesigns
Major layout changes
New integrations
Replacement of obsolete systems
Major version migrations
Rebuilding third-party functionality
Extensive malware recovery
SEO campaigns
Content creation
Emergency or out-of-hours work
Work caused by unauthorised third-party modifications
Work outside the contracted maintenance scope
Such work may be quoted and billed separately.
A support response time is not a guarantee that an issue will be fully resolved within that time.
Some issues require investigation, third-party assistance, software updates, external-provider action, or additional development.
We cannot guarantee that maintenance will prevent all downtime, hacking, malware, data loss, software conflicts, compatibility problems, or third-party failures.
9. Hosting and Server Services
Hosting services apply only where hosting or hosting management is specifically contracted.
Hosting may be provided directly through infrastructure managed by Linzila or through third-party hosting providers.
Where third-party infrastructure is used, the underlying infrastructure remains subject to the third-party provider’s terms, technical limitations, availability, and service levels.
We are not responsible for failures originating solely from infrastructure or systems controlled by third-party hosting providers, domain registries, DNS providers, data centres, internet providers, or similar third parties.
a) Email storage
Unless otherwise agreed, email storage limits depend on the hosting or email plan selected.
Where a specific storage limit is stated in a quotation, plan, or agreement, that limit will apply.
b) Resource limits
Hosting may be subject to limits including disk space, bandwidth, monthly visits, databases, email storage, RAM, CPU usage, processing limits, inode limits, or other infrastructure restrictions.
Exceeding applicable limits may require an upgrade or may result in temporary restrictions required to protect infrastructure or other users.
c) Client modifications
You may not modify or remove critical files, databases, server configurations, security configurations, or infrastructure settings on systems controlled by Linzila without prior authorisation.
Unauthorised modifications may result in suspension of support, additional recovery fees, or termination where necessary to protect the service.
d) Security
Where Linzila directly manages infrastructure, we will apply reasonable administrative and technical security measures appropriate to the contracted service.
Where infrastructure is supplied by a third party, server-level security and availability may also depend on that provider.
e) Permitted use
Hosting may not be used for unlawful activities, malicious software, abusive behaviour, spam, prohibited content, copyright infringement, excessive resource consumption, or activities that place other users or infrastructure at risk.
10. Backups and Data Restoration
Backup availability, frequency, retention, and storage depend on the contracted service and hosting environment.
No backup system can guarantee complete protection against data loss.
Backups may fail, become corrupted, be incomplete, be unavailable, or not contain the latest version of data.
Unless specifically included in a contracted service, Linzila does not guarantee permanent backup retention.
Clients with business-critical systems, including active e-commerce websites, should maintain appropriate independent backup and recovery arrangements where necessary.
Restoration work may be billable unless included within the applicable maintenance or hosting plan.
11. Third-Party Platforms, Plugins, Themes, APIs, and Integrations
Our services may depend on third-party products and services, including but not limited to:
WordPress
WooCommerce
Plugins and themes
Payment gateways
Advertising platforms
Analytics platforms
Search engines
AI platforms
Email services
Hosting providers
Domain providers
CRM platforms
ERP systems
Warehouse systems
Shipping platforms
Accounting systems
Social media platforms
Cloud services
APIs
Libraries and open-source software
Third-party products are governed by their own terms, licences, privacy policies, service availability, technical limitations, and pricing.
We are not responsible for problems caused by third-party components, including:
Updates
Compatibility issues
Security vulnerabilities
Service outages
API changes
Removed functionality
Pricing changes
Licence changes
Account restrictions
Account suspensions
Policy changes
Discontinued services
Authentication changes
Rate limits
Data errors
We may recommend replacement, redevelopment, upgrading, or additional work where a third-party product becomes incompatible, unsupported, insecure, discontinued, or unsuitable.
Such work is not automatically included in the original project or maintenance fee.
12. Third-Party Licences and Expenses
Premium plugins, themes, stock assets, fonts, APIs, domains, hosting services, payment services, AI services, email services, verification services, advertising spend, and other external products may involve separate costs.
Unless expressly included in writing, you are responsible for these costs.
Where Linzila purchases a third-party product on your behalf, its continued availability may depend on renewal, subscription, or licence terms imposed by the third-party provider.
We do not guarantee that third-party licences purchased or supplied for a project will remain available indefinitely.
13. Content and Legal Compliance
You are responsible for the accuracy, legality, ownership, and suitability of content supplied to us.
This includes business claims, product descriptions, pricing, offers, advertising claims, legal notices, terms, privacy notices, cookie information, images, videos, graphics, testimonials, and other materials.
Unless separately agreed in writing, Linzila does not provide legal, tax, accounting, medical, regulatory, or financial advice.
Templates, technical implementations, or general recommendations relating to privacy notices, cookies, consent systems, terms, accessibility, e-commerce rules, or other compliance topics do not constitute legal advice.
You should obtain professional legal or regulatory advice where required.
We may refuse, suspend, or remove work that we reasonably believe is unlawful, deceptive, infringing, unsafe, or contrary to platform policies.
14. Client-Provided and Third-Party Content
You are responsible for ensuring that content, images, videos, graphics, fonts, logos, trademarks, text, documents, data, and other materials supplied by you are owned by you or properly licensed for the intended use.
We are not required to independently verify ownership or licensing of materials you provide.
If materials originate from your clients, partners, suppliers, employees, contractors, or other third parties, you remain responsible for obtaining the necessary permissions and licences.
We are not liable for claims arising from unlicensed, unauthorised, misleading, defamatory, infringing, or otherwise unlawful materials supplied by you or parties acting on your behalf.
Where we identify suspected infringement or legal risk, we may refuse to publish, remove, or request replacement of the affected content.
15. Stock Assets and Licensed Materials
Where we source stock images, fonts, icons, plugins, libraries, design elements, software, or other licensed materials, those materials remain subject to the applicable third-party licence.
Unless otherwise stated, third-party licences may be limited to the project, domain, brand, installation, or permitted use for which they were purchased.
You are responsible for maintaining or renewing licences after delivery where continued licensing is required.
Third-party assets are not transferred beyond the rights permitted by their respective licences.
16. Revisions, Testing, and Acceptance
Unless otherwise agreed in writing, a project includes up to two (2) reasonable rounds of revisions relating to the originally agreed scope.
A revision is a reasonable modification to agreed work and is not a request for new functionality, a new concept, additional pages, additional integrations, or a material change in scope.
Additional revisions or changes may be billed separately.
You are responsible for reviewing deliverables and notifying us of material defects within seven (7) calendar days of delivery or presentation for acceptance unless another acceptance period is agreed in writing.
If no material issue is reported within that period, the deliverable may be considered accepted.
Minor differences between browsers, devices, operating systems, screen sizes, rendering engines, fonts, and third-party environments do not automatically constitute defects.
17. Warranty and Post-Launch Support
Unless otherwise agreed, we provide a fourteen (14) calendar-day bug-fix period following acceptance or launch for defects that materially deviate from the agreed specification and are directly attributable to our work.
The warranty does not cover issues caused by:
Third-party updates
Plugin or theme updates
CMS updates
Hosting changes
Server changes
API changes
Browser changes
Client modifications
Third-party modifications
New content
Configuration changes
Malware or hacking
Unsupported software
External platform changes
Misuse
New requirements
Changes requested after acceptance
After the applicable support period, work may be billable unless covered by an active Maintenance & Support agreement.
18. Change Requests and Out-of-Scope Work
Work outside the agreed scope will be treated as additional work.
Examples may include:
Additional pages
Additional features
Additional languages
New integrations
New APIs
Additional advertising accounts
Additional funnels
Additional content
Additional templates
Major design changes
Additional revision rounds
Platform migrations
Third-party troubleshooting
Emergency recovery
New automation
Compatibility work caused by third-party changes
Additional work will normally be estimated or approved in writing before commencement.
Timelines may be adjusted when the scope changes.
19. Payment and Invoicing
Unless otherwise agreed, invoices are issued in EUR and are payable within fourteen (14) calendar days.
Deposits, retainers, reservation payments, and payments for work already commenced are non-refundable unless otherwise required by applicable law or expressly agreed in writing.
Milestone payments are due according to the applicable proposal, invoice, or written agreement.
We may pause work where invoices are overdue.
Late payment may result in reasonable recovery costs, collection costs, statutory interest, or other remedies permitted by applicable law.
Third-party costs already incurred on your behalf remain payable.
20. Suspension for Non-Payment
If an invoice remains unpaid after its due date, we may provide notice and suspend affected services until payment is received.
Suspension may include:
Development work
Maintenance
Support
Hosting under our control
Deployments
Advertising management
SEO activity
AI-related services
Access to systems controlled by Linzila
Other ongoing services
We are not responsible for delays, downtime, lost opportunities, advertising interruptions, ranking changes, or other consequences directly resulting from a lawful suspension for non-payment.
Where technically reasonable, services will be restored after outstanding amounts have been settled.
21. Intellectual Property
a) Ownership before payment
Unless otherwise agreed in writing, unpaid designs, source files, custom code, documentation, concepts, prototypes, configurations, and deliverables remain the property of Linzila until all applicable invoices have been paid in full.
b) Client deliverables
After full payment, you receive the rights expressly stated in the applicable proposal, licence, statement of work, or project agreement.
Where no separate intellectual-property arrangement is stated, you receive a non-exclusive, worldwide, royalty-free licence to use the final Client-specific deliverables for their intended business purpose.
c) Linzila technology and reusable components
Linzila retains ownership of pre-existing and reusable intellectual property, including:
Development frameworks
Reusable code
Libraries
Plugins
Modules
Templates
Systems
Internal tools
Automation methods
Technical methods
Processes
Design systems
Reusable components
Documentation frameworks
Know-how
Development techniques
General concepts
Other technology created independently of a specific Client deliverable
The inclusion of such components in a project does not transfer ownership of the underlying Linzila technology.
You receive the right to use such components only as required for the delivered project unless a broader licence is expressly agreed.
d) Custom development
Custom functionality developed specifically for your project may be used as part of the delivered project after full payment.
Unless ownership transfer is expressly agreed in writing, reusable underlying methods, libraries, modules, frameworks, architecture, and general-purpose code remain Linzila property.
e) Working files
Source design files, development environments, internal documentation, internal tools, prototypes, drafts, project-management information, testing systems, reusable source components, and other working materials are not automatically deliverables unless expressly included.
22. Redistribution, Resale, and Reuse
Unless expressly authorised in writing, you may not resell, rebrand, sublicense, commercially redistribute, publish, or make available Linzila-owned reusable technology, templates, plugins, code libraries, design systems, internal tools, or other protected materials.
Client-specific completed deliverables may be used for their intended project and business purpose subject to the applicable licence.
Reuse of licensed deliverables across unrelated brands, clients, commercial products, marketplaces, public repositories, template libraries, or resale offerings may require a separate licence.
White-label or agency reuse must be governed by an applicable partner or white-label agreement.
Copyright, licence, attribution, or ownership notices embedded in software or licensed materials may not be removed where removal would breach the applicable licence or agreement.
23. Partner and White-Label Services
Linzila may provide development, design, maintenance, support, hosting administration, consulting, or other services to agencies, consultants, resellers, and business partners.
Where services are supplied in a partner or white-label arrangement, Linzila’s contractual relationship is with the contracting partner unless otherwise agreed.
The partner is responsible for its relationship with its end client, including:
Client communications
Commercial terms
Legal compliance
Pricing
Promises made to the end client
Scope communicated to the end client
Approval processes
Collection of required permissions
End-client content
We are not responsible for disputes between a partner and its end client unless Linzila is separately a contractual party to that relationship.
Partner pricing, white-label rights, reuse rights, confidentiality requirements, attribution arrangements, and support obligations may be governed by a separate partner agreement.
24. CRM and Service Communications
Where reasonably necessary for managing our business relationship, we may store Client contact information and project-related information within our CRM, accounting systems, project-management systems, support systems, and other business tools.
We may send service communications relating to:
Projects
Support requests
Approvals
Access requirements
Invoices
Payments
Maintenance
Hosting
Security
Renewals
Service changes
Account administration
Other matters necessary to manage the business relationship
Service communications are separate from optional marketing communications.
You are responsible for keeping your contact details accurate and current.
Personal data is handled in accordance with our Privacy Policy and applicable data-protection requirements.
25. Data Protection
Each party will comply with applicable data-protection obligations relevant to its role.
Where Linzila processes personal data solely on your documented instructions and acts as a processor on your behalf, the parties will enter into an appropriate Data Processing Agreement where required.
You are responsible for determining the lawful basis, purpose, scope, retention, and legal requirements relating to personal data collected through your website, store, forms, membership systems, CRM, events, analytics, marketing systems, or other services.
Where applicable, you are responsible for ensuring that appropriate privacy information, cookie information, consent mechanisms, contractual documentation, and legal notices are implemented.
We will apply reasonable technical and organisational measures appropriate to the services we provide.
Where we become aware of a personal-data breach affecting data processed by us on your behalf, we will communicate relevant information without undue delay where required.
Third-party processors and platforms remain subject to their respective data-processing terms.
26. Security, Hacking, Malware, and Security Incidents
We apply reasonable security practices appropriate to services under our control, but no website, server, application, network, account, cloud service, email system, or other technology can be guaranteed to be completely secure.
We are not responsible for hacking, malware, ransomware, phishing, credential theft, DDoS attacks, unauthorised access, compromised third-party software, zero-day vulnerabilities, or similar security events where they are outside our reasonable control or not caused by our breach of an agreed obligation.
Security may depend on:
Passwords
Multi-factor authentication
User behaviour
Client devices
Employee access
Third-party providers
Hosting systems
Plugins and themes
Software updates
External APIs
Account permissions
Network security
Other factors outside our direct control
You must promptly inform us of suspected security incidents affecting systems that we manage.
27. Restoration and Emergency Work
Unless expressly included in an active service agreement, restoration, malware removal, incident investigation, emergency recovery, data recovery, website rebuilding, server troubleshooting, account recovery, security remediation, or similar extraordinary work is not included in standard project pricing.
Such work may be billed separately at our then-current rates together with applicable third-party costs.
We cannot guarantee complete recovery of:
Data
Website functionality
Orders
Customer information
Emails
Integrations
Search rankings
Analytics history
Configurations
Files
Databases
Other digital information
Recovery depends on available backups, system condition, third-party services, and the nature of the incident.
Urgent, emergency, weekend, holiday, or out-of-hours work may be subject to additional fees where agreed.
28. Marketing and Performance Disclaimer
Business, marketing, advertising, SEO, website, e-commerce, conversion, and AI visibility results depend on many factors outside our control.
These may include:
Competition
Market conditions
Search algorithms
AI systems
Advertising auctions
Budgets
Audience behaviour
Website history
Brand reputation
Pricing
Products
Seasonality
Economic conditions
Platform policies
Sales processes
Content
Client response times
Third-party systems
We do not guarantee specific levels of:
Revenue
Profit
Traffic
Leads
Sales
ROAS
Conversions
Search rankings
AI visibility
Advertising performance
Customer acquisition costs
Other commercial outcomes
Any estimates, forecasts, examples, projections, or expected outcomes are non-binding unless expressly guaranteed in a signed agreement.
29. Limitation of Liability
To the fullest extent permitted by applicable law, Linzila will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages arising from the services.
This includes, where legally permitted, loss of:
Revenue
Profit
Business opportunity
Goodwill
Data
Search visibility
Advertising performance
Customers
Sales
Expected savings
We are not responsible for delays, failures, or interruptions caused by third parties, internet outages, infrastructure providers, external platforms, security incidents outside our reasonable control, Client delays, or force-majeure events.
To the fullest extent permitted by applicable law, our aggregate liability arising from a claim relating to the services will not exceed the total fees paid by you to Linzila for the affected services during the six (6) months immediately preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
30. Indemnification
To the extent permitted by applicable law, you agree to indemnify and hold harmless Linzila, its directors, employees, contractors, and agents against third-party claims, liabilities, damages, and reasonable costs arising from:
Content supplied by you
Materials supplied by your clients or partners
Intellectual-property infringement caused by Client-supplied content
Illegal products or services
Misleading business claims
Violation of platform policies
Misuse of delivered services
Your breach of applicable law
Your breach of these Terms
Unauthorised modifications made by you or third parties acting on your behalf
This obligation does not apply to the extent a claim is directly caused by Linzila’s own unlawful conduct.
31. Confidentiality
Each party will keep confidential non-public business, technical, commercial, financial, security, and project information received from the other party.
Confidential information may be used only as reasonably necessary to perform or receive services under the agreement.
Confidentiality obligations do not apply to information that:
Is publicly available without breach
Was lawfully known before disclosure
Was independently developed
Was lawfully obtained from another source
Must be disclosed by law or competent authority
Unless otherwise agreed, confidentiality obligations continue for three (3) years after termination.
Trade secrets and information protected for a longer period under applicable law remain protected accordingly.
32. Portfolio, Client Name, and Attribution
Unless otherwise agreed in writing, Linzila may display and describe completed public work within:
Our website
Portfolio
Case studies
Social media
Presentations
Proposals
Capability materials
Client lists
We may use your business name, logo, publicly available screenshots, and general project descriptions for these purposes.
We will not intentionally publish confidential or non-public Client information.
Unless otherwise agreed in writing, we may include a discreet attribution such as “Website by Linzila” or similar credit on work created by us.
Where removal of an agreed attribution requires additional technical work, that work may be billable.
33. Non-Solicitation and Non-Circumvention
During an active engagement and for twelve (12) months following its conclusion, you agree not to intentionally circumvent Linzila for the primary purpose of directly contracting an employee or contractor introduced through and materially involved in your Linzila project, where doing so is intended to replace Linzila’s contracted services.
Any separate compensation or contractual remedy relating to such conduct will apply only where expressly agreed in writing and to the extent enforceable under applicable law.
This provision does not prevent general recruitment campaigns or engagement with individuals with whom you had a documented independent relationship before their involvement through Linzila.
34. Non-Exclusivity
Unless expressly agreed otherwise, the relationship between Linzila and the Client is non-exclusive.
We may provide similar services to other businesses, including businesses operating in the same or competing industries.
We will continue to respect applicable confidentiality obligations.
35. Force Majeure
Neither party will be liable for delay or failure to perform obligations caused by circumstances beyond its reasonable control.
Such circumstances may include:
Natural disasters
War
Terrorism
Civil unrest
Government actions
Strikes
Pandemics
Internet outages
Utility outages
Data-centre failures
Major third-party platform failures
Cyberattacks of an extraordinary nature
Other events beyond reasonable control
Affected deadlines and performance periods may be reasonably extended for the duration and consequences of the event.
36. Suspension and Termination
Either party may terminate an ongoing service arrangement subject to any notice period, minimum commitment, subscription term, or termination provision stated in the applicable agreement.
Project work already completed or costs already incurred remain payable.
Upon termination:
Outstanding invoices remain due
Work may stop
Ongoing services may be disabled where permitted
Third-party subscriptions may need to be transferred or cancelled
Client access may be returned where appropriate
Deliverables subject to outstanding payment may be withheld to the extent permitted by law
You are responsible for exporting or backing up information held within third-party systems you control.
Termination does not remove obligations relating to payment, intellectual property, confidentiality, liability, licensing, or other provisions intended to survive termination.
37. Unauthorized Use of Linzila Property
Unauthorised copying, distribution, publication, resale, sublicensing, extraction, modification, or commercial exploitation of Linzila-owned materials is prohibited.
This may include:
Design concepts
Reusable code
Plugins
Libraries
Templates
Documentation
Internal systems
Brand assets
Written materials
Licensed technology
Other Linzila intellectual property
Where unauthorised use occurs, Linzila may seek removal, suspension, payment of applicable licence fees, damages, injunctive relief, recovery of reasonable enforcement costs, and other remedies available under applicable law.
Nothing in this section limits any statutory intellectual-property rights or remedies available to Linzila.
38. Chargebacks and Payment Disputes
If you dispute an invoice or payment, you should contact us promptly so the matter can be reviewed in good faith.
Where a chargeback or payment dispute is initiated after services have been validly delivered or costs incurred, we may provide project records, communications, approvals, invoices, access logs, delivery evidence, and other relevant information to the applicable payment provider.
You remain responsible for valid amounts due together with reasonable payment-provider or recovery costs to the extent permitted by applicable law.
39. Assignment and Subcontracting
You may not assign material rights or obligations under an active agreement without our prior written consent, except where permitted by applicable law.
Linzila may use employees, contractors, specialist providers, hosting providers, software providers, and other subcontractors where reasonably required to provide the services.
Where we subcontract our own contractual responsibilities, we remain responsible for those responsibilities subject to these Terms.
40. Severability
If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that provision will be interpreted or limited to the minimum extent necessary where legally possible.
The remaining provisions will continue in full force and effect.
41. No Waiver
Failure by either party to immediately enforce a right or provision does not constitute a permanent waiver of that right or provision.
A waiver is effective only for the specific matter for which it is given.
42. Entire Agreement
These Terms together with applicable proposals, statements of work, invoices, service agreements, licences, Data Processing Agreements, partner agreements, and other written contractual documents constitute the agreement between Linzila and the Client regarding the applicable services.
They supersede prior discussions or representations relating to the same services except where expressly preserved in writing.
43. Governing Law and Dispute Resolution
These Terms are governed by the laws of North Macedonia, subject to any mandatory laws that cannot lawfully be excluded.
The parties will first attempt to resolve disputes through good-faith communication and negotiation.
Where a dispute cannot be resolved, it will be submitted to the competent courts in Skopje, North Macedonia, unless mandatory applicable law requires otherwise.
Linzila may seek appropriate injunctive or protective relief in a competent jurisdiction where reasonably necessary to protect intellectual property, confidential information, systems, or other legal rights.
44. Modifications to These Terms
We may update these Terms from time to time to reflect changes in our services, technologies, business practices, legal requirements, third-party platforms, or commercial arrangements.
The current version will be published on our website.
Material changes affecting active ongoing services may also be communicated directly where appropriate.
Changes apply prospectively unless otherwise required by law or agreed between the parties.
45. Contact and Acceptance
Questions regarding these Terms may be submitted through the contact information published on Linzila.com.
By commissioning, purchasing, approving, accessing, or continuing to use Linzila services, you confirm that you have read and accepted these Terms together with any applicable project-specific agreement.
We use necessary technologies to operate this site. With your permission, we may also use functional, analytics and marketing technologies. You can accept all, reject non-essential technologies, or choose your preferences.
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