Dienstverleningsovereenkomst

Version: 1.0

This agreement is between Lorin & Co sh.p.k., trading as Kinetic Labs, NIPT K31910024A, Rruga Ibrahim Rugova, Tirana, Albania ("Kinetic Labs", "we") and the business named at checkout ("Client", "you"). It applies when you click "Make it mine" and complete checkout. The order details shown at checkout (product, price, currency, payment option, hosting choice) form part of this agreement (the "Order").

1. Summary (not a substitute for the clauses below)

• You have seen the finished site before paying. You pay only because you want it.
• One free round of changes was included before payment; more rounds after launch depend on your product (clause 4).
• When the site is fully paid, it is yours (clause 7).
• If you pay in parts, you can use the site while payments are up to date; ownership passes on the last payment.
• Hosting with us: the first 3 months of Care + Growth are free, then you choose a plan or the site pauses. Nothing is deleted for at least 60 days.
• No refunds after acceptance, except where the law requires (clause 12).
• Our total liability is capped at what you paid in the last 12 months (clause 14).
• Albanian law applies (clause 18).

2. Business customers only

You confirm that you are buying for your trade, business or profession, not as a consumer, and that the person clicking "Make it mine" has authority to bind the Client. Consumer protection rules that apply only to consumers (including the EU 14-day right of withdrawal for distance contracts) therefore do not apply.

3. What we deliver

3.1 The Website. The bespoke website you approved on the preview, for the product in your Order:

3.2 Launch. If you host with us: we connect the Website to your domain, install an SSL certificate and make it live. If you self-host: we deliver the handover package (clause 9).

3.3 Not included unless listed in the Order: buying your domain, email hosting, copywriting beyond what is on the approved preview, photography or video shoots, paid stock beyond what is on the preview, paid third-party subscriptions (booking, e-commerce, CRM tools), legal texts for your own site (privacy policy, terms), ongoing marketing, and content in languages not ordered.

3.4 Changes in scope. Work outside the Order is quoted separately or charged at the hourly rate for your tier shown on our pricing page. We will tell you the price before doing it.

4. Revisions

4.1 Before payment: one free round of changes on the preview (already given before this agreement).

4.2 After payment: the number of rounds in clause 3.1, to be used within 60 days of launch. A round is one list of changes sent together. Changes must stay within the approved design and scope; a new concept, new pages or new features are new work (clause 3.4).

4.3 After that, small edits are covered by your care plan (clause 8) or charged hourly.

5. Your responsibilities

5.1 Check and approve. The preview was built partly from public information about your business (your current site, Google listing, reviews, published photos and text). Before launch you must check that all content is accurate, up to date and lawful (prices, claims, opening hours, licences, testimonials). Once you approve, the content is your responsibility.

5.2 Your content. You confirm that you own or have permission to use any material you or your existing channels supplied (logos, photos, text, reviews, trademarks), and you allow us to use it to build, host and maintain the Website. You will compensate us for third-party claims that arise from content you supplied or approved, where we were not at fault.

5.3 Your own legal pages. You are responsible for your Website's own privacy notice, cookie notice, terms and any sector rules (for example medical, legal, financial advertising rules). We can place texts you provide. We do not give legal advice.

5.4 Domain and DNS. You keep control of your domain. You (or someone you appoint) make the DNS changes we ask for. We only ask to change the website records (A record and www), so your email is not affected.

5.5 Cooperation. If you don't respond to a reasonable request for more than 30 days, we may treat the step as approved.

6. Price and payment

6.1 Price. The price is the one in your Order, set by the country of your business address and shown in the stated currency. If the business address or billing details show a different country tier than the one quoted, we may re-quote at the correct tier before charging.

6.2 Taxes. Prices are exclusive of VAT and other taxes unless the invoice says otherwise. If VAT or a reverse-charge mechanism applies, it is shown on the invoice.

6.3 Payment options (as offered at checkout for your amount):

• In full at checkout (all orders);
• 2 parts (orders of €1,000 or equivalent and above): 50% at checkout, 50% 30 days later;
• 3 parts (orders of €3,000 or equivalent and above): three monthly payments, the first at checkout.

6.4 Automatic charges. For parts and care plans you authorise us (via Stripe) to charge the card you used on each due date. You can update your card at any time using the link in your receipts.

6.5 Instalments are a payment plan for one purchase, not a subscription. Cancelling a care plan or deciding not to use the Website does not cancel remaining instalments.

6.6 Late or failed payments. If a payment fails, Stripe retries automatically and we email you. If an instalment is still unpaid 14 days after its due date, we may (a) place the Website on a pause ("restore") page until payment, and (b) suspend your licence under clause 7.3. We never delete a site because of a late payment without the notice in clause 10.

7. Ownership and licences

7.1 Full payment transfers ownership. When the full price for the Website (all instalments) has been paid, we assign to you all our rights, title and interest, including copyright, in the Bespoke Deliverables: the design, layouts, custom code, text and images we created specifically for your Website.

7.2 Our tools stay ours, with a licence for you. We keep ownership of our pre-existing and general know-how, code libraries, components, build tools and techniques ("Kinetic Materials"). Where they are part of your Website, you receive a perpetual, worldwide, royalty-free, non-exclusive licence to use, change and host them as part of your Website (including with another provider). You may not resell Kinetic Materials separately.

7.3 Before full payment. While instalments are not yet complete, you get a non-exclusive, non-transferable licence to use the Website for your business, as long as payments are up to date. Ownership passes on the final payment. If payments stop, the licence is suspended (clause 6.6) and ends if the overdue amount is still unpaid 60 days after its due date.

7.4 Third-party assets. Some parts are licensed, not owned, by us: fonts, stock photos, icons, 3D models, open-source software, maps, embedded services. They remain under their own licences, which we pass on to you as far as those licences allow. We will list paid assets in the handover. If you move the Website elsewhere, you may need your own licence for some fonts or services; we will tell you which.

7.5 AI-assisted work. We use AI tools during design and build. Some AI-generated images or text may not be protected by copyright in every country, which means others might be able to use similar material. We do not use AI to copy other people's protected work, and we check outputs for obvious third-party marks.

7.6 Credit. We may place a small "Site by Kinetic Labs" link in the footer. You can ask us to remove it at any time, free.

7.7 Portfolio. We may show the Website (screenshots, video, a link and your business name) in our portfolio and case studies only if you ticked the portfolio box at checkout or later agree in writing. You can withdraw that consent at any time by email; we will remove it from our own site within 14 days (copies already shared, for example in past social posts, may remain).

8. Hosting and care plans (if you host with us)

8.1 Free period. If you host with us, you get Care + Growth free for 3 calendar months from the day the Website goes live.

8.2 After the free period you choose one plan:

• Care: hosting, SSL, daily backups, uptime monitoring, small edits up to 1 hour per month (unused time doesn't carry over), monthly report;
• Care + Growth: Care plus SEO setup, Google Business Profile optimisation, 2 blog posts per month (topics shared for your approval before publishing, unless you tell us to publish directly), rank tracking.

Prices are those on our pricing page for your tier at the time of the Order, billed monthly in advance. We will remind you 30, 14, 7 and 1 day(s) before the free period ends. If you don't choose a plan, nothing is charged: the Website is paused (clause 10).

8.3 Price changes. We may change plan prices with at least 30 days' notice by email. You can cancel before the new price applies.

8.4 Availability. We use professional servers and monitoring and aim for high availability, but hosting is provided on a best-effort basis with no uptime guarantee or service credits. Planned maintenance is done at quiet times where possible.

8.5 Backups. We take automatic backups (daily, kept for at least 14 days) and will restore from them if something goes wrong. Backups are a safety measure, not an archive of every change. You may keep your own copy at any time by asking for a handover.

8.6 Blog posts and SEO. We write posts to be accurate and useful and avoid making claims about your business that are not supported by your information. Rankings and traffic depend on search engines and competitors; we do not guarantee positions or results.

8.7 Fair use. Hosting is for a normal business website. Unusual load (for example large file downloads or very high traffic) may need a different plan, which we will discuss with you first.

8.8 Cancellation. You can cancel a care plan at any time from the link in your emails or by writing to us. It ends at the end of the month already paid. Then you can either take a handover (clause 9) or let the Website pause (clause 10).

9. Self-hosting and handover

9.1 If you chose self-hosting, or when you leave our hosting, and the Website is fully paid, we deliver a handover package: the site files and/or repository, a list of third-party licences and accounts, and a step-by-step guide for a common host (for example Vercel or Netlify). The first handover is included in the price.

9.2 After handover you are responsible for hosting, security updates, backups and renewals. Support after handover is charged hourly.

10. Pause, restore page and retention

10.1 If a care plan ends without renewal, or a plan payment remains unpaid after a 5-day grace period, or an instalment is overdue as in clause 6.6, we replace the Website with a simple "restore" page. Your files are kept.

10.2 We keep the Website for 60 days after the restore page goes up and remind you during that time. Paying or choosing a plan restores it, usually the same day.

10.3 After 60 days we may archive and then delete the Website files and backups. If the Website was fully paid, you can ask for a handover at any time before deletion.

11. Term and termination

11.1 This agreement starts at checkout and continues until the Website is delivered and, if you host with us, until the care plan ends.

11.2 Either party may terminate if the other seriously breaches this agreement and does not fix it within 30 days of written notice, or becomes insolvent.

11.3 Clauses on ownership (once full payment is made), liability, confidentiality, data protection and governing law survive termination.

12. Refunds

12.1 You accepted the Website after seeing it finished, so the Website price is non-refundable once you have accepted it at checkout, except where mandatory law gives you a right that cannot be excluded.

12.2 Our failure. If we cannot launch or deliver the Website for reasons within our control, we will refund amounts paid for the part not delivered.

12.3 Care plans are not refunded for a month already started; cancellation stops future charges.

12.4 Disputes. If you are unhappy, please write to us before contacting your card issuer, so we can fix it.

13. Warranties

13.1 We will perform the services with reasonable skill and care. For 30 days after launch we fix, free, any defect where the Website does not work as shown on the approved preview (for example broken links, layout errors on current major browsers).

13.2 Except as stated in this agreement, and to the extent permitted by law, we give no other warranties, including about search rankings, traffic, leads or revenue, or that the Website will be error-free or uninterrupted.

14. Liability

14.1 Our total liability under or in connection with this agreement is limited to the amounts you paid us in the 12 months before the event giving rise to the claim.

14.2 We are not liable for loss of profit, revenue, business, goodwill or data (beyond restoring from our backups), or for indirect or consequential loss.

14.3 Nothing in this agreement limits liability for fraud, wilful misconduct or gross negligence, death or personal injury caused by negligence, or any liability that cannot be limited by law.

15. Data protection

15.1 Each party complies with the data protection law that applies to it (including Albanian Law 124/2024, and GDPR / UK GDPR where applicable). How we handle your own data is in our Privacy Policy.

15.2 When we host your Website, we act as your processor for personal data collected through it (for example contact-form messages or booking requests). The Data Processing Terms in Annex A apply.

16. Confidentiality

Each party keeps confidential the other's non-public business information received under this agreement, and uses it only for this agreement, unless it becomes public through no fault of the receiving party or disclosure is required by law.

17. General

17.1 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control (for example major outages of providers, natural disasters, war, government action).

17.2 Subcontractors. We may use subcontractors and service providers; we remain responsible for their work.

17.3 Notices are given by email to the address in the Order (for you) and hello@kineticlabs.al (for us).

17.4 Changes to this agreement. The version you accepted applies to your Order. We may update these terms for future orders and, for care plans, with 30 days' notice (you can cancel before they apply).

17.5 Entire agreement. This agreement, the Order and any written quote are the entire agreement on this subject.

17.6 Language. If versions in different languages differ, the English version applies.

17.7 Assignment. You may transfer this agreement with the sale of your business, by telling us in writing.

18. Governing law and disputes

18.1 This agreement is governed by the laws of the Republic of Albania.

18.2 The parties will first try to resolve any dispute by good-faith discussion for 30 days. Failing that, the competent courts of Tirana, Albania, have exclusive jurisdiction.

Annex A: Data Processing Terms (GDPR Art. 28 / Law 124/2024)

Applies only when Kinetic Labs hosts the Client's Website.

1. Roles. The Client is the controller; Kinetic Labs is the processor of personal data collected through the hosted Website ("Client Data").
2. Subject matter and duration: hosting, maintenance, backups and support of the Website, for the duration of the hosting.
3. Nature and purpose: storage, transmission and backup of Client Data; viewing it only to provide support or when the Client asks.
4. Types of data and data subjects: typically names, emails, phone numbers and messages of the Client's website visitors and customers; any other data the Client chooses to collect. The Client must not collect special-category data through the Website without telling us first.
5. Instructions. We process Client Data only on the Client's documented instructions (this agreement and the Client's written requests), unless the law requires otherwise, in which case we tell the Client first if allowed.
6. Confidentiality. People authorised to process Client Data are bound by confidentiality.
7. Security. We apply appropriate technical and organisational measures: encryption in transit (TLS), access control, strong authentication, updates, backups, monitoring.
8. Sub-processors. The Client authorises: Netcup GmbH (hosting, Germany); Cloudflare (if the Client's domain uses it); email delivery service for form notifications. We will give at least 14 days' notice of new sub-processors by email; the Client may object on reasonable grounds and, if we can't resolve it, terminate the hosting.
9. Transfers outside the EU/EEA/UK/Albania only with appropriate safeguards (adequacy decision or Standard Contractual Clauses).
10. Assistance. We help the Client, at reasonable cost if significant, to respond to data subject requests, and with security, breach notification and impact assessments.
11. Breaches. We notify the Client without undue delay, and in any case within 48 hours of becoming aware of a personal data breach affecting Client Data, with the information we have.
12. Deletion or return. At the end of hosting, we return Client Data (as part of the handover) or delete it, including from backups within 30 days, unless the law requires us to keep it.
13. Audits. We provide information reasonably needed to show compliance with this Annex. On-site audits require 30 days' notice and are at the Client's cost.
14. Liability under this Annex is subject to clause 14 of the agreement, as far as the law allows.

Checkout acceptance (text to show at "Make it mine")

Required:

• [ ] I am buying for my business, not as a consumer, and I'm authorised to act for {business_name}.
• [ ] I have read and accept the Client Service Agreement (v{version}) and the Privacy Policy.
• [ ] (if instalments) I understand this is a payment plan for one purchase: the remaining parts ({schedule}) will be charged automatically to this card, and ownership passes to me after the last payment.

Optional (unticked by default):

• [ ] You may show this website in the Kinetic Labs portfolio. (You can change this any time.)

Store with the order: agreement version, timestamp (UTC), IP address, business name, the box states, the quoted tier and currency.