Article 1 — Object and Identification
These General Terms and Conditions of Sale (GTCS) define the conditions under which Thibaut Watteau, operating under the trade name Nēko Labs (hereinafter “the Agency“), provides web development, maintenance, and consulting services to its professional clients (hereinafter “the Client“).
- Registered Office: Carre dels Campassos 22, 43340 Montbrio del Camp, Spain.
- Tax ID (NIF): Y9006856R.
- Any order implies full and unreserved acceptance of these GTCS.
Article 2 — Quotes and Orders
- 2.1. Acceptance: Every service is subject to a quote valid for 30 days. The signature of the quote or written agreement via email constitutes a firm and final order.
- 2.2. Modification: Any request for modification after validation will require a new quote or an amendment to the initial agreement.
Article 3 — Rates and Payment Terms
- 3.1. Prices: Prices are expressed in Euros, excluding taxes. For Clients outside of Spain with a valid intra-community VAT number, reverse charge applies (0% VAT). Otherwise, the Spanish VAT (IVA) of 21% is applied.
- 3.2. Payment: A 50% deposit is required upon ordering. The balance is due upon delivery. Hosting services, maintenance, domain name purchases, and licenses are payable immediately and in full upon issuance of the invoice.
- 3.3. Late Payment: Any late payment results in the application of interest at an annual rate of 15% and a fixed indemnity of €40 for recovery costs. In the event of a delay exceeding 30 days, the Agency reserves the right to suspend services (hosting, maintenance, access) until the situation is regularized.
Article 4 — Validation, Revisions, and Deadlines
- 4.1. Validation Process: The Client has 5 working days to validate each stage (mockups, development, etc.) or provide feedback. Without feedback within this period, the stage is considered validated.
- 4.2. Revisions: Unless otherwise stated, the Client is entitled to 2 rounds of modifications included in the service. Any additional requests will be billed extra.
- 4.3. Deadlines: The Agency is released from any deadline commitment if the Client delays providing technical access or necessary content.
Article 5 — Intellectual Property
- 5.1. Transfer of Rights: The Agency’s creations remain its property until full payment is received. Once payment is made, the Agency transfers to the Client the exploitation rights of the deliverables for the defined use.
- 5.2. Source Files: Source files and deployment scripts remain the property of the Agency and are not provided, unless specifically agreed otherwise.
- 5.3. Third-party Licenses: Renewal fees for third-party licenses (premium plugins, themes) are the exclusive responsibility of the Client.
Article 6 — White Label and Confidentiality
- 6.1. Subcontracting: In the case of white-labeling, the Agency (Nēko Labs) acts on behalf of the Client (the hiring agency) and has no contractual link with the final client.
- 6.2. Non-solicitation: The Agency agrees not to directly solicit the Client’s final client for identical services during the term of the contract and for 12 months following its termination.
- 6.3. References: The Agency reserves the right to cite its achievements in its private portfolio. For white-label projects, any public communication is subject to the Client’s prior agreement.
Article 7 — Liability and Warranty
- 7.1. 30-Day Warranty: From the date of signing the delivery acceptance report (PV), the Client has 30 days to report any bug related to the initial development.
- 7.2. Third-party Content: The Client guarantees that they hold all rights to the elements (logos, text, images) provided to the Agency. The Agency cannot be held liable for the unauthorized use of these elements.
- 7.3. Limitation: The Agency’s liability is strictly limited to the total amount paid by the Client for the service concerned.
Article 8 — Liability and Hosting
- 8.1. Limitation: The Agency’s total liability is strictly limited to the amount (excluding tax) paid by the Client for the service or the current maintenance/hosting period.
- 8.2. Third-party Hosting: The Agency acts as a technical intermediary for setting up hosting. It cannot be held responsible for service interruptions, data loss, or slowness caused by the third-party hosting provider. It is the Client’s responsibility to subscribe to additional backup options if necessary.
- 8.3. Exclusions: The Agency is not responsible for malfunctions resulting from massive cyberattacks, global network failures, or modifications made by the Client or a third party to the production environment.
Article 9 — Duration, Recurrence, and Termination
- 9.1. Periodicity: Maintenance and hosting contracts are concluded for the duration specified in the quote (monthly or annual).
- 9.2. Renewal: Unless otherwise stated, the contract is tacitly renewed for an identical period upon its expiry.
- 9.3. Renewal Notification: The Agency will inform the Client of the automatic renewal by email one (1) month before the expiry date (for annual contracts) or ten (10) days before (for monthly contracts).
- 9.4. Termination by the Client: The Client may refuse renewal by notifying the Agency in writing at least seven (7) days before the renewal date.
- 9.5. End of Contract and Transfer: In the event of termination, sums already paid remain acquired by the Agency. The Agency agrees to provide the files necessary to transfer the site to another provider, subject to full payment of outstanding invoices.
Article 10 — Governing Law and Disputes
These GTCS are subject to Spanish law. In the event of a dispute, and in the absence of an amicable agreement, express jurisdiction is granted to the courts of Barcelona, Spain.