Terms and Conditions

Article 1. Definitions

• 1.1. Ovirtus — Ovirtus, located at Egelantier 25, 3892 CR Zeewolde, the Netherlands, CoC 96938145.
• 1.2. Client — The natural person or legal entity entering into an Agreement with Ovirtus.
• 1.3. Services — All work performed by Ovirtus, including the design, development, hosting, maintenance and support of websites.
• 1.4. Website — The digital product designed and developed by Ovirtus, including design, code, content and configuration.
• 1.5. Subscription — The monthly agreement for the use of the Services at a fixed monthly fee, as published on ovirtus.com/pricing.
• 1.6. Plan — The specific service level for which the Client has signed up. The scope, features and associated terms of each Plan are described on the pricing page.
• 1.7. Agreement — The agreement between Ovirtus and the Client, consisting of these Terms and Conditions and the chosen Plan.

Article 2. Applicability

• 2.1. These terms apply to all offers, quotations and agreements between Ovirtus and the Client.
• 2.2. The Agreement is established when the Client accepts these terms and completes the first monthly payment.
• 2.3. Any deviating terms of the Client are expressly rejected, unless otherwise agreed in writing.
• 2.4. If any provision is void or voidable, the remaining provisions shall remain in full force and effect.

Article 3. Subscription and scope

• 3.1. Ovirtus offers multiple Plans. The current scope, features and rates of each Plan are listed on the pricing page at ovirtus.com.
• 3.2. The Subscription includes design, development, hosting, SSL certificate, daily backups, maintenance and support, in accordance with the chosen Plan.
• 3.3. Each Plan may include a free domain name up to a value of €15 per year. Domains with higher registration costs will be charged to the Client.
• 3.4. The Subscription is automatically renewed each month until terminated by either party in accordance with Article 10.
• 3.5. Upgrading to a higher Plan is possible at any time and takes effect immediately. Downgrading to a lower Plan is not possible. The Client may cancel the Subscription and start a new one with a different Plan.
• 3.6. Ovirtus reserves the right to adjust the scope and rates of the Plans. Existing Clients will be notified in writing at least 30 days before any price changes take effect.

Article 4. Payment

• 4.1. All rates are in euros and exclusive of VAT, unless explicitly stated otherwise.
• 4.2. The monthly fee is invoiced in advance and must be paid within 14 days of the invoice date.
• 4.3. In the event of late payment, the Client is in default by operation of law. The Client owes 2% contractual interest per month on the outstanding amount.
• 4.4. In the event of payment default exceeding 30 days, Ovirtus is entitled to take the Website offline and/or terminate the Agreement, without refund of amounts already paid.
• 4.5. All judicial and extrajudicial collection costs are borne by the Client.

Article 5. Design process and revisions

• 5.1. The design process begins with an intake in which the Client provides references and style preferences. Based on this, Ovirtus creates a moodboard and subsequently a prototype.
• 5.2. The number of revision rounds after the prototype depends on the chosen Plan and is listed on the pricing page.
• 5.3. Revisions include adjustments to text, images, colors or shapes. Entirely new page layouts, additional features or structural redesigns are not included and will be invoiced as additional work.
• 5.4. Ovirtus aims to complete the design process within the delivery times stated on the pricing page, provided the Client supplies all requested materials on time.

Article 6. Content changes and additional work

• 6.1. Each Plan includes a monthly number of content changes as stated on the pricing page. A content change is a task that takes less than 30 minutes to complete.
• 6.2. Examples of content changes include updating text, replacing an image, changing contact details or fixing a link.
• 6.3. Larger tasks such as new pages, section redesigns, additional integrations or structural modifications are considered additional work and will be quoted separately.
• 6.4. Rates for additional work and extra services are listed on the pricing page or will be quoted in writing beforehand.
• 6.5. Unused content changes expire at the end of the month and are non-transferable.

Article 7. Hosting and availability

• 7.1. Ovirtus provides hosting, SSL certificate and daily backups for the duration of the Subscription.
• 7.2. Ovirtus aims for an annual availability of 99.5%, excluding scheduled maintenance and circumstances beyond the control of Ovirtus.
• 7.3. Scheduled maintenance is carried out outside of business hours where possible and communicated in advance.
• 7.4. Ovirtus is not liable for damages resulting from temporary unavailability, unless caused by intent or gross negligence.

Article 8. Intellectual property and ownership transfer

• 8.1. During the Subscription, Ovirtus retains intellectual property of the Website, including source code, design and configuration.
• 8.2. After 24 consecutive months of uninterrupted payment, full ownership of the Website is transferred to the Client free of charge, including source code, domain and hosting.
• 8.3. In the event of early cancellation, the Client has the option to buy out the Website. The buyout amount equals the number of remaining months (up to and including month 24) multiplied by the monthly subscription fee.
• 8.4. Without a buyout upon early cancellation, the Website will be taken offline and Ovirtus retains ownership of all developed materials.
• 8.5. Ovirtus retains the right to reuse general knowledge, techniques and experience acquired during the execution of the Services for other projects.
• 8.6. Ovirtus may use the Website as a portfolio reference, unless otherwise agreed in writing.

Article 9. Client obligations

• 9.1. The Client provides all required materials, information and access credentials in a timely manner.
• 9.2. The Client is responsible for the accuracy and legality of all submitted content, including text, images and logos.
• 9.3. The Client shall not use the Website for illegal activities, spam or the distribution of harmful software.
• 9.4. The Client is responsible for keeping their login credentials confidential.

Article 10. Cancellation and termination

• 10.1. The Client may cancel the Subscription at any time, subject to a notice period of 1 calendar month.
• 10.2. In the event of cancellation before the expiry of 24 months, the Client may buy out the Website in accordance with Article 8.3.
• 10.3. Ovirtus is entitled to terminate the Agreement with immediate effect in the event of bankruptcy, suspension of payments, or payment default exceeding 30 days.
• 10.4. Upon termination, all content and data of the Client will be transferred upon request, provided all outstanding invoices have been paid.

Article 11. Liability

• 11.1. Ovirtus is only liable for direct damages resulting from a demonstrably attributable shortcoming.
• 11.2. Liability for indirect damages, including consequential damages, lost profits, missed savings and reputational damage, is excluded.
• 11.3. Total liability is limited to the amount the Client has paid to Ovirtus in the 12 months preceding the damage-causing event.
• 11.4. The above limitations do not apply in the event of intent or deliberate recklessness by the management of Ovirtus.

Article 12. Confidentiality

• 12.1. Both parties are obligated to keep confidential information secret during and after the Agreement.
• 12.2. Confidential information includes all information that has been designated as such or whose confidential nature can reasonably be understood.

Article 13. Force majeure

• 13.1. In the event of force majeure, Ovirtus is not obligated to fulfill any obligation.
• 13.2. Force majeure includes disruptions to internet or telecommunications infrastructure, power outages, government measures, pandemics, natural disasters and other circumstances beyond the reasonable control of Ovirtus.
• 13.3. If the force majeure situation lasts longer than 60 days, both parties are entitled to terminate the Agreement without compensation.

Article 14. Amendment of terms

• 14.1. Ovirtus reserves the right to amend these Terms and Conditions.
• 14.2. Amendments will be communicated to the Client in writing or by email at least 30 days before they take effect.
• 14.3. If the Client does not agree with the amended terms, the Client has the right to cancel the Agreement before the effective date.

Article 15. Applicable law and disputes

• 15.1. All Agreements are governed by Dutch law.
• 15.2. Disputes are preferably resolved through mutual consultation. If this does not lead to a solution, disputes are submitted to the competent court in the district of Midden-Nederland.