General terms and conditions

1. Who we are and when these terms apply

These general terms are used by Luvarly, a general partnership (vennootschap onder firma) under Dutch law, Verdronkenoord 104-C, 1811 BH Alkmaar, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 97726702, VAT number NL868203956B01. You can reach us at sales@luvarly.com or +31 6 83607034.

They apply to every quote we make and every agreement for our work and services: websites and apps (Build), hosting and other ongoing services (Host), security testing (Secure), AI and automation (AI) and IT consulting (Advise). “You” is the business or person who asks us for a quote or engages us. A “consumer” is a person who does not act for a trade, business or profession.

If a quote or a written agreement says something different from these terms, the quote or agreement prevails. Your own purchasing or general terms do not apply unless we accept them in writing. “In writing” includes email.

If you are a consumer, nothing in these terms takes away the protection that mandatory consumer law gives you. If a clause is void or is annulled, the rest stays in force, and we replace that clause with a valid one that comes as close as possible to what it was meant to do.

2. Quotes and how an agreement is made

A quote describes the work, the price, the delivery or start date, and when we invoice. It is free and valid for the period it states, or for 30 days if it states none.

The agreement is made when you accept the quote in writing within that period, for example by replying to our email, or when we start the work at your request. If you accept with changes, that is a new proposal, and the agreement is made once we confirm it in writing.

Prices are in euros. Quotes show amounts excluding and including VAT; if you are a consumer, the price including VAT is the price you pay. An obvious mistake in a quote, such as a typing error in a price, does not bind either of us.

3. How we do the work

We do the work with care and skill, as a good professional would, and keep you informed about progress. Unless the quote promises a specific result, we commit to doing the work well, not to outcomes that also depend on others, such as search rankings or the behavior of third-party services.

Larger projects run in stages, each ending with your approval. Once you approve a stage, we build on it, and changing it afterwards is extra work.

The fixed price covers the scope in the quote. Anything outside that scope is extra work, and we only start it after we have agreed its price with you in writing. You never receive a bill for hours you did not approve.

We may engage suppliers and specialists, such as Cloudflare for hosting and Stripe for payments. We remain responsible to you for the work we deliver.

4. Delivery dates

The delivery date in the quote is the date we plan for and commit to. It assumes that you supply what we need on time (see What we need from you). If you are late, the date moves by at least the same number of days.

If we expect to miss a date for another reason, we tell you as soon as we know, with a new date. A missed date does not by itself put us in default: you first give us written notice with a reasonable final period to deliver, of at least 14 days. If we miss that period too, you can end the agreement for the part that has not been delivered.

5. What we need from you

You give us the information, content, access and decisions we need, on time and complete, and you make sure they are correct. If you supply texts, images, logos, data or software, you confirm that you have the right to let us use them for the work.

If you are a business and a third party claims that material you supplied infringes its rights, you indemnify us against that claim.

If a project stalls for more than 60 days because we are waiting for you, we may invoice the work done so far, in proportion to the agreed price. We pick the project up again as soon as you are ready.

Keep the passwords and accounts we give you safe, and tell us straight away if you suspect misuse.

6. Acceptance and warranty

When we deliver, for example by putting a website live or handing over an app, you have 14 days to test it and tell us about anything that does not work as agreed. We fix those points and deliver again. The work is accepted when you confirm it, or when the 14 days end without a report. Small points that do not prevent normal use do not stop acceptance, and we fix them anyway.

For three months after acceptance, we fix free of charge any error in our work that stops it working as agreed. This does not cover problems caused by changes made by others, by content you add, by misuse, or by changes in third-party software and services the work depends on, such as browsers, app stores and external APIs. Adapting the work to such changes is extra work, unless a hosting or maintenance plan covers it.

This warranty comes on top of your rights under the law, not instead of them.

7. Ownership of the work

You own what we make for you. As soon as the related invoices are paid in full, all intellectual property rights in the designs, code, texts and other work we created specifically for you pass to you. Dutch law requires a signed deed for this transfer, so we sign one whenever you ask, at no cost. As far as the law allows, we waive our right to be named as the maker and our right to object to changes you make.

Some building blocks are not made for you alone: open-source software, licensed fonts and images, and the tools, components and know-how we reuse across projects. For our reusable components, you receive a perpetual, royalty-free and transferable license to use, change and keep using them as part of the work. Open-source and third-party materials come under their own licenses, which we tell you about.

We register domain names in your name, and we set up the accounts your project depends on in your name where the supplier allows it. Once work is paid for, you can ask for its source code and files at any time, and we hand them over in a usable form.

We only name you, or show your project as a reference, with your permission.

8. Prices and price changes

A fixed price stays fixed for the agreed scope. Work by the hour is charged at the rate in the quote, for the time actually spent, in units of 15 minutes, and we tell you beforehand how many hours we expect. A travel fee for a visit applies only if we agreed it beforehand.

We may change the price of an ongoing service at most once a year. We tell you at least 30 days before the change takes effect, and if you do not accept it, you can cancel the service from that date at no cost. A change in the VAT rate applies from the date the law sets.

9. Invoices and payment

The quote states when we invoice. If it does not, we invoice one-off work on delivery, and ongoing services in advance for each month or year.

Invoices are due within 14 days of the invoice date, unless the invoice states another date. You can pay with the link in the invoice email (iDEAL, card or direct debit) or by bank transfer, quoting the invoice number.

Automatic payment. If you authorize automatic payment, we collect your recurring invoices, such as hosting and retainers, from your card or bank account. We email every invoice at least 5 days before we collect it, with the amount and the collection date, and you agree to this notice instead of the 14 days that otherwise apply to SEPA direct debits. One-off invoices are never collected automatically. You can stop automatic payment at any time by email, and your bank lets you reverse a SEPA direct debit within eight weeks.

Late payment. If you are a business and do not pay on time, you are in default without a further reminder and owe the statutory commercial interest (article 6:119a of the Dutch Civil Code) and the extrajudicial collection costs set by Dutch law. If you are a consumer, we first send you a reminder that gives you 14 days to pay at no extra cost. Only if you do not pay within that period do you owe the statutory interest (article 6:119) and the collection costs that Dutch law allows.

If an invoice for an ongoing service is still unpaid 14 days after a reminder, we may suspend that service after warning you by email at least 7 days ahead. We keep your website, data and files during a suspension and restore the service as soon as the invoice is paid.

If you disagree with an invoice, tell us within the payment term. You still pay the part that is not in dispute.

10. Hosting and other ongoing services

Ongoing services, such as hosting, maintenance, support, security monitoring and business email, run per month unless the quote says otherwise. They start on the date in the quote and continue until you cancel.

You can cancel a monthly service by email at any time. It ends at the end of the calendar month in which we receive your cancellation. If you are a business and the quote states a minimum term, the earliest end date is the end of that term.

Yearly services, such as domain registrations, renew for another year unless you cancel before the renewal date. If you are a consumer, you can also cancel after a renewal with one month's notice, and we refund the fee for the remaining whole months.

Hosting includes the work the quote describes, such as updates, monitoring and small changes. Larger changes are quoted separately. We work to keep your website available and fast, but no network is always up, so we do not guarantee uninterrupted availability unless the quote includes a service level with specific numbers. We announce planned maintenance that may cause noticeable downtime in advance.

When a service ends, we hand over your website, code, content and data in working order, and give you what you need to move your domain, at no extra cost. We delete our copies 30 days after the end, unless you ask us to do so sooner or the law requires us to keep them.

11. Content we host and how to report it

You are responsible for the content on the websites and services we host for you. You may not use them for anything unlawful, such as infringing someone else's rights, spreading malware or phishing, or sending spam, and you may not use them in a way that puts our platform or other clients at risk.

Anyone can report content on a website we host that they believe is illegal, by email to sales@luvarly.com, in English, Dutch or German. Include the exact web address, why you believe the content is illegal, and your name and email address, and confirm that you make the report in good faith. We confirm receipt and handle every report carefully and objectively. A person makes every decision; we do not use automated moderation.

If content is clearly illegal or puts security at risk, we may make it unavailable straight away. Otherwise we first ask our client to remove or justify it. Whenever we restrict content, we tell our client and the person who reported it what we decided and why, and how to object. You can object by replying to our decision, and you can always go to court.

Authorities in the EU can reach us about these matters at the same address, which is our single point of contact under the EU Digital Services Act, in English, Dutch or German.

12. Security testing

We only test systems that you own or are authorized to have tested. Before we start, we agree in writing on the scope, the timing, the contact people and the rules of engagement. You confirm that you have the permission of any third party involved, such as your hosting provider or software suppliers, and show it to us if we ask.

We test with care, and we only take actions that could disrupt your systems with your explicit approval. Even so, testing can affect systems, so make sure you have current backups before a test starts.

A test shows the weaknesses we found within the agreed scope and time. It cannot prove that no other weaknesses exist. We keep findings confidential, share them only with the contact people you name, and delete test data once the assignment is complete, unless we agree otherwise.

13. AI and advice

AI systems produce output that can be wrong. Where it matters, our AI solutions prepare the work for a person to check and approve, and you remain responsible for the decisions you take based on their output. AI models from other providers come under those providers' terms, which we name in the quote. We choose providers and settings that do not use your data to train public models.

Our advice is based on the information available to us at the time. You decide whether and how to act on it.

14. Confidentiality and personal data

We both keep confidential what we learn about each other's business and use it only for the agreement. This does not apply to information that is public or that the law requires us to share.

Where we process personal data on your behalf, for example on a website we host, in an AI solution or during a security test, we are your processor, and we agree on that processing in a data processing agreement, as article 28 of the GDPR requires. How we handle personal data for our own business is described in our privacy statement.

15. Liability

If something goes wrong in our work, tell us, and we first get the chance to put it right. If you are a business, our liability for a failure or an unlawful act is limited to direct damage, up to the amount invoiced for the work concerned, excluding VAT. For an ongoing service, the limit is the amount invoiced for that service in the 12 months before the damage occurred.

Direct damage means the reasonable costs of establishing the cause and extent of the damage, of making our work meet the agreement, and of preventing or limiting damage. We are not liable for indirect damage, such as lost profit or revenue, lost savings, lost data, business interruption and damage to reputation.

These limits do not apply to damage caused by intent or deliberate recklessness of our partners or management. If you are a business, a claim for damages expires 12 months after you became aware, or could reasonably have become aware, of the damage.

If you are a consumer, the limits in this section apply only as far as the law allows, and the statutory periods for a claim apply in full.

Neither of us is liable for a failure caused by circumstances beyond our reasonable control, such as a failure of internet, power or cloud networks, a large-scale cyberattack despite reasonable security, or a government measure. If such a situation lasts longer than 60 days, either of us can end the agreement in writing, and the work done until then is paid for in proportion.

16. Ending an agreement

You can end a project before it is finished, at any time and in writing. You then pay for the work done until that moment, in proportion to the agreed price, plus costs we cannot cancel, such as licenses bought for you. You receive everything made so far that you have paid for.

Either of us can end the agreement in writing if the other seriously fails to meet its obligations and does not put this right within a reasonable period after a written notice, or if the other is declared bankrupt or granted a suspension of payments.

Ending the agreement does not undo work that was delivered and paid for. The sections on ownership, confidentiality and liability continue to apply after the agreement ends.

17. Your right of withdrawal as a consumer

If you are a consumer and made the agreement at a distance, for example by email or phone, or away from our office, you can withdraw from it within 14 days after it was made, without giving a reason. Tell us clearly, by email or by post. You can use the model withdrawal form, but you do not have to.

We refund everything you paid within 14 days after we receive your withdrawal, with the same payment method unless we agree otherwise. The refund costs you nothing.

If you asked us to start within the 14 days, you pay a part of the price in proportion to the work done before you withdrew. If you asked us to start and the work is completely done within the 14 days, you can no longer withdraw, provided you agreed beforehand that you lose this right once we have fully performed. We always ask for that agreement explicitly before we start.

18. Model withdrawal form

Complete and return this form only if you wish to withdraw from the agreement.

To: Luvarly, Verdronkenoord 104-C, 1811 BH Alkmaar, the Netherlands, sales@luvarly.com

I/We (*) hereby give notice that I/we (*) withdraw from my/our (*) agreement for the provision of the following service:

Ordered on:

Name of consumer(s):

Address of consumer(s):

Signature of consumer(s), only if this form is sent on paper:

Date:

(*) Delete as appropriate.

19. Complaints and disputes

If you are not satisfied, tell us by email as soon as possible, and in any case within two months after you discovered the problem, describing what is wrong. We confirm receipt within two business days and give you a substantive answer within 14 days, or tell you when you can expect one.

Dutch law applies to these terms and to every agreement with us. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Disputes are decided by the competent court in the district of Noord-Holland, the Netherlands. If you are a consumer, you can also choose the court that is competent under the law, and if you live in another EU country, you keep the protection of the mandatory consumer law of that country.

20. Changes to these terms

We may update these terms. The version that applied when an agreement was made applies to that agreement. For ongoing services, we email you about changes at least 30 days before they take effect, and if you do not accept them, you can cancel the service from that date at no cost. We send earlier versions on request.

These terms are written in English, which is the binding version. Dutch and German translations are available on this website.