Terms & Conditions

1Introduction

1.1 These Terms & Conditions (hereinafter, the "Terms") govern the business relationship between Formant EOOD, trading under the brand name "Nuvia" (hereinafter, the "Company"), and any client or legal entity engaging the Company for website development, digital design, copywriting, search engine optimization, e-commerce functionality, digital consulting, or any related or auxiliary services (hereinafter, the "Client").

1.2 The Client acknowledges that by accepting a quotation, proposal, invoice, service order, digital agreement, or by otherwise instructing the Company to commence work, the Client confirms agreement to and acceptance of these Terms in full. These Terms shall apply notwithstanding any prior or subsequent documents, purchase orders, emails, or other communications issued by the Client, unless expressly varied by a written amendment signed by both parties.

1.3 The Company and the Client shall collectively be referred to as the "Parties," and individually as a "Party".

1.4 These Terms are intended to apply to Clients globally and will be interpreted in accordance with international contracting standards, subject to the governing law specified in Section 17 below.

2Definitions

For clarity and interpretation:

• "Services" means any work performed or deliverables provided by the Company to the Client, including without limitation: website design, website development, user experience (UX) design, interface design, copywriting, brand messaging, e-commerce setup, web consulting, SEO, and related digital solutions.
• "Deliverables" means the completed website or digital assets supplied to the Client upon completion and final payment, including layout files, coded templates, digital pages, or structured content systems.
• "Project" means the specific engagement or assignment agreed between the Parties, outlined in a written project scope document, email confirmation, proposal, invoice, or service agreement.
• "Third-Party Services" means hosting services, domain registration, email services, payment processing systems, plugins, licensed content, fonts, templates, libraries, and any external service not directly operated by the Company.
• "Business Day" refers to any day other than weekends or recognized public holidays in Bulgaria.
• "Confidential Information" means non-public, business, operational, financial, strategic, or client-related information disclosed by either Party.

3Scope of Services and Project Basis

3.1 The Company agrees to complete the Project with reasonable professional skill, care, and diligence consistent with industry standards applicable to similar service providers.

3.2 The Company does not guarantee the success, performance, ranking, conversion rate, or business outcomes derived from the Client's website or digital presence, as such outcomes depend on numerous factors outside the Company's control, including market conditions, competition, Client strategy, advertising, and audience behavior.

3.3 The Project scope shall be interpreted strictly based on the written proposal or specification agreed at onboarding. Any work not expressly included in the scope is deemed out of scope and may be billed separately.

3.4 The Company may recommend or use third-party tools, services, or resources in the development or delivery of the Project. The Company shall not be held liable for the performance, uptime, availability, licensing changes, pricing changes, or functionality alterations of such Third-Party Services.

4Client Responsibilities

4.1 The Client agrees to provide the Company with accurate and complete instructions and to timely deliver all required content, information, approvals, and materials necessary for the completion of the Project.

4.2 The Client warrants and represents that:

• The Client owns or has obtained lawful rights to all content provided to the Company, including text, images, logos, brand assets, product descriptions, and multimedia.
• The Client's content will not violate any copyright, trademark, privacy, publicity, data protection, or other legal rights.
• The Client shall indemnify the Company for any claims arising from unlawful content supplied by the Client.

4.3 Client non-responsiveness: If the Client fails to respond to communication, approval requests, or content requests within 30 calendar days, the Company may:

• Suspend the Project,
• Mark the Project as completed,
• Invoice the remaining balance,
• And/or close the Project without refund.

4.4 The Company shall not be liable for the Client's failure to provide accurate, timely, or complete instructions or data.

5Revisions & Change Management

5.1 Each website page or design template includes up to three (3) rounds of revisions within the agreed scope. A revision is defined as incremental modification, adjustment, or refinement.

5.2 The following constitute new work and will incur additional fees:

• Major redesigns of pages after approval,
• Requesting alternative creative directions beyond the original brief,
• Content rewriting beyond agreed scope,
• Adding new sections, pages, features, or brand systems.

5.3 Additional revisions beyond the included rounds may be billed at a fixed or hourly rate at the Company's discretion.

6Project Timelines

6.1 Timeline estimates are provided in good faith. Actual timelines depend on Client responsiveness, content readiness, technical factors, and third-party software performance.

6.2 Delays caused by the Client automatically extend project deadlines. The Company is not responsible for missed milestones due to Client delays.

7Payment Terms

7.1 All fees are quoted in advance and are payable as fixed-price fees, unless otherwise stated.

7.2 Payment is required in full before final website launch or release of deliverables.

7.3 All payments are non-refundable. The Client acknowledges that upon project initiation, the Company commits time, resources, personnel, and scheduling capacity; for this reason, refunds are expressly excluded.

7.4 The Company may suspend or terminate service if payment is overdue.

8No Refund Policy

8.1 The Client acknowledges and agrees that once work has commenced, the Client is not entitled to any refund for any reason, including but not limited to changes in business direction, dissatisfaction due to subjective preference changes, non-usage of deliverables, or third party issues.

9Hosting, Email, Domains & Third-Party Services

9.1 The Company does not provide hosting, domain registration, or ongoing server management services.

9.2 The Client is fully responsible for hosting, domain renewals, server management, website backups, performance optimization, security, and uptime.

9.3 The Company shall not be liable for:

• Website downtime due to hosting provider outages
• Security breaches on Client hosting
• Email failures, DNS issues, or SSL configuration problems
• Plugin or platform version updates causing errors

10Intellectual Property Rights

10.1 The Company retains all intellectual property rights to the Deliverables until full payment has been received.

10.2 Upon full payment, ownership of the final website version (not including raw working files, drafts, or proprietary internal tools) transfers to the Client.

10.3 The Company retains irrevocable and perpetual rights to:

• Display the project in portfolios, presentations, competitions, showcases, award entries, and promotional materials.
• Describe the Client relationship without revealing confidential information.

10.4 The Client is responsible for ensuring ongoing compliance for the use of fonts, images, plugins, and third-party assets that may require renewals or licenses.

11Confidentiality

Both Parties shall treat Confidential Information as strictly confidential and shall not disclose, publish, or use such information except as necessary to execute the Project.

This clause survives contract termination indefinitely.

12Data Protection & GDPR Compliance

12.1 The Company processes Client data solely for delivery of the Services.

12.2 The Client is solely responsible for GDPR compliance of:

• Website cookie consent functionality,
• Data capture forms,
• Customer data processing,
• Privacy notices,
• And any analytics integrations.

12.3 Unless separately contracted, the Company is not responsible for implementing GDPR compliance measures nor for resulting fines or claims.

13Warranties, Disclaimers & Limitations

13.1 The Company warrants work will be performed with reasonable skill and care.

13.2 The Company does not warrant:

• Future website performance,
• SEO rankings or marketing outcomes,
• Security against hacking,
• Compliance with legal regulations unless separately contracted.

13.3 The Company's total liability for any claim shall not exceed the amount paid by the Client for that Project.

13.4 The Company shall not be liable for:

• Loss of profits,
• Business interruption,
• Reputational damage,
• Data loss,
• Third-party service issues.

14Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company from any claims, damages, legal fees, or losses arising from:

• Client content violations,
• Misuse of the website,
• Incorrect legal operation of the Client's business,
• Third-party copyright disputes.

15Termination

15.1 The Client may terminate the Project at any time but shall not be entitled to refunds.

15.2 The Company may terminate immediately if:

• The Client engages in abusive, unethical, or illegal conduct,
• The Client fails to pay invoices,
• The Client is non-responsive for more than 30 days.

16Force Majeure

Neither Party shall be liable for delays caused by acts beyond reasonable control, including natural disasters, war, server outages, supply chain failures, governmental restrictions, or internet disruptions.

17Governing Law and Jurisdiction

These Terms shall be governed exclusively by the laws of the Republic of Bulgaria.

Any disputes shall be resolved exclusively before the competent courts of Bulgaria.

18Entire Agreement

These Terms constitute the entire agreement and supersede all prior discussions or agreements.

19Amendments

The Company may update these Terms from time to time. Continued work engagement constitutes acceptance of the updated Terms.

20Contact

Please feel free to reach out to us at Email: info@nuvia-solutions.com.

By commissioning Nuvia (Formant EOOD), the Client confirms that they have read, understood, and agree to be bound by these Terms.