(Supplement to Tublat Ltd General Terms and Conditions)
Premise
This supplement (“Website and
E-Commerce Annex” or “Website Annex”)
constitutes an integral and essential part of the Tublat Ltd General Terms and
Conditions, available at https://tublat.com/legal/general-conditions (the “General
Terms”).
The provisions contained in this Annex govern the
design, development, publication, management and maintenance of websites and
e-commerce platforms (the “Website and E-Commerce Service”
or the “Service”).
For any matter not expressly provided herein, the
General Terms shall apply. In the event of any conflict between the two, the
provisions of this Annex shall prevail in accordance with Clause 1.5 of the
General Terms.
1 Scope and Legal References
1.1 This Annex applies to contracts for the creation
of websites or e-commerce platforms commissioned by the Customer to Tublat Ltd,
including any ancillary services such as hosting, domain registration,
technical maintenance, updates or integrations of electronic payment systems.
1.2 All matters relating to privacy, cookies and the
processing of personal data are governed by the official documents of Tublat
Ltd published online (Privacy
Policy, Cookie
Policy and DPA), which form an
integral part of the Contract pursuant to Clause 1.3 of the General Terms.
1.3 Any reference to the “Customer” includes the legal
owner of the website, domain and published content, as well as any parties
acting on their behalf.
2 Obligations and Liabilities of Tublat Ltd
2.1 Tublat Ltd undertakes to:
a) Design and develop the website according to the specifications agreed in the
order, quotation or technical brief;
b) Ensure technical availability of the website on its servers, where hosting
is included;
c) Provide administrative access as set out in the purchased package;
d) Maintain the integrity of the software and code used;
e) Inform the Customer of any technical limitations or platform incompatibilities;
f) Provide technical support through official channels, limited to the
functionalities included in the package.
2.2 Websites developed using Tublat.com Website
Builder
a) Where the Customer chooses to build the website using the Tublat.com Website
Builder, FTP access or direct access to server files shall not be provided.
b) If FTP access or management of source files is required, the Customer must
choose a solution based on WordPress or another open-source CMS supported by
Tublat Ltd, subject to applicable technical and economic conditions.
2.3 Tublat Ltd does not guarantee, within the limits
permitted by Clause 18.2 of the General Terms:
a) Results in terms of traffic, sales, SEO or commercial performance;
b) Absolute compatibility with all browsers or devices;
c) Uninterrupted access in case of maintenance, cyber-attacks or force majeure
events;
d) Operation of third-party plugins or themes installed upon Customer’s
request.
2.4 Tublat Ltd shall not be liable for data loss or
damages resulting from:
a) Unauthorized interventions by the Customer or third parties;
b) Illegal or non-compliant content provided by the Customer;
c) Violations of copyright, trademarks or third-party rights;
d) Failure to comply with tax, commercial or industry regulations by the
Customer.
3 Obligations and Liabilities of the Customer
3.1 The Customer undertakes to:
a) Provide within 15 (fifteen) days from the order date all materials required
for the creation of the website (texts, images, logos, descriptions, sales terms,
etc.);
b) Ensure that the provided materials are lawful and free of third-party
rights;
c) Comply with applicable regulations on e-commerce and consumer protection;
d) Report any technical issues identified within 30 (thirty) days from testing;
e) Keep username, password and backup copies updated;
f) Independently manage personal data collected through the website, unless
otherwise agreed.
3.2 Failure to provide materials
If the Customer fails to provide the materials within the 15-day deadline,
Tublat Ltd may withdraw from the Contract, retaining any deposit paid as
compensation for the time and resources invested.
3.3 The Customer shall indemnify Tublat Ltd from any
liability arising from content, images, texts or data uploaded, pursuant to
Clause 20.8 of the General Terms.
4 Payments and Invoicing
4.1 For contracts equal to or below €1,000.00, payment
must be made in a single advance instalment upon order confirmation.
4.2 For amounts exceeding €1,000.00, payment may be
split into two instalments:
• 50% as a deposit upon order; and
• 50% as balance prior to testing.
4.3 All invoices issued by Tublat Ltd must be paid
within 30 (thirty) days of issue, unless otherwise agreed in writing.
4.4 In case of late payment, Clause 15 of the General
Terms shall apply, including statutory interest under the Late Payment of
Commercial Debts (Interest) Act 1998.
5 Testing and Revisions
5.1 After full payment of the balance, Tublat Ltd
shall agree with the Customer a testing date, during which the website preview
will be shown and any required changes discussed.
5.2 The Customer is entitled to one free revision. Any
further modifications shall be subject to a separate quotation.
5.3 If the Customer fails to attend testing without
agreeing a new date, Tublat Ltd may publish the website as is, deeming it
accepted. Any subsequent changes shall be charged.
5.4 The testing date may be postponed only once and
must occur within 7 (seven) days of the originally scheduled date.
6 Hosting, Domain and Renewals
6.1 The Website Service includes, unless otherwise
agreed, hosting, domain and email services according to the packages and prices
published at https://tublat.com/websites
6.2 Hosting and domain services require annual renewal
fees. Renewal terms and procedures are governed by Clause 7 of this Annex.
6.3 In case of non-payment of renewal fees, Tublat Ltd
may suspend services until regularisation. After the grace period set out in
Clause 7.6, the website and related data may be permanently deleted, with no
right to refund or compensation.
6.4 In case of monthly invoicing, the contract remains
binding for 12 months. Early termination will require the Customer to pay all
remaining instalments until expiration.
7 Domain Registration, Renewal and Transfers
7.1 Definitions
For the purposes of this Annex, the following definitions apply:
• Registrant: natural or legal person holding
legal and contractual rights to a domain name.
• Registry: entity managing the top-level
domain (TLD) database and coordinating national and international registries.
• Registrar: operator accredited with ICANN or
the competent Registry, authorized to register and manage domains.
• ICANN: Internet Corporation for Assigned
Names and Numbers.
• TLD / gTLD / ccTLD: Top Level Domain /
generic Top Level Domain / country code Top Level Domain.
• WHOIS: public database collecting domain
holder information.
• RGP (Redemption Grace Period): period after
expiration during which a domain may be reactivated upon payment of additional
fees.
• Services: domain registration, transfer,
management and renewal services provided by Tublat Ltd, including related
hosting, DNS and email services.
7.2 Order, Data and Registrant Responsibility
1.
When ordering, the Customer must accurately indicate
the desired domain name and provide complete, truthful and up-to-date
Registrant information.
2.
The Customer is solely responsible for accuracy and
updates of such data and must notify any changes to Tublat Ltd within 7 (seven)
days.
3.
Tublat Ltd may suspend, refuse or cancel registration
if the provided data is false, incomplete or outdated, with no refund
obligation.
7.3 Registration Acceptance
1.
Domain registration is subject to actual name
availability verified at the time of registration with the Registrar or
Registry. Until completion, Tublat Ltd cannot guarantee availability or future
assignment.
2.
If refused by the Registry or Registrar, the amount
paid will be refunded, net of administrative costs incurred.
3.
Tublat Ltd is not liable for delays, rejections or
errors attributable to the Registry, Registrar or third-party systems.
7.4 Domain Transfers
1.
Transfer-in and transfer-out operations are governed
by ICANN and Registry policies.
2.
Transfers may be subject to a 60-day lock following a
new registration or ownership change.
3.
Tublat Ltd is not responsible for delays or rejections
due to ICANN locks, missing approvals or missed deadlines.
4.
For transfer-out, all outstanding payments must be
settled prior to the procedure.
7.5 Term, Expiry and Renewal
1.
Registration duration is as specified in the order
(12, 24 or 36 months).
2.
The Customer is responsible for renewing before
expiration.
3.
Upon expiration, related services will be suspended
and the domain may enter RGP.
4.
During RGP the domain may only be restored upon
payment of additional fees.
5.
After RGP expires, the domain will be deleted and may
be registered by third parties.
6.
During expiration or RGP, Tublat Ltd may publish a
courtesy or promotional page on the domain, with no compensation obligation.
7.6 Automatic Renewal and Grace Period
1.
Unless written notice is given 45 (forty-five) days
prior to expiry, renewal shall occur automatically for the same term.
2.
In case of non-payment:
• a grace period of 30 (thirty) days applies;
• during this period the domain may be reactivated upon full payment;
• after such period, Tublat Ltd may permanently delete the domain and related
data, without notice or liability.
7.7 Renewal at Tublat Ltd’s Discretion
In the absence of timely renewal by the Customer:
a) Tublat Ltd may renew the domain in its own name and acquire ownership until
repurchase by the Customer, subject to reimbursement of costs; or
b) keep the Customer as Registrant but suspend active services; or
c) not renew and proceed with deletion.
No compensation or indemnity may be claimed by the Customer.
7.8 Limitation of Liability
1.
Tublat Ltd shall not be liable for loss, suspension or
deletion of domains due to:
• late payments or omissions by the Customer;
• Registry or Registrar errors or failures;
• legal disputes, hacking or force majeure.
2.
Tublat Ltd’s maximum liability shall be limited to the
annual fee paid for the domain concerned.
7.9 Final Provisions on Domains
1.
Legal ownership of the domain is subject to accuracy
of Registrant data and full payment of fees.
2.
Failure to comply with ICANN policies, Registry rules
or these clauses may result in immediate suspension or revocation.
3.
In case of ownership disputes, Tublat Ltd may suspend
domain management until resolution.
7.10 Activation on Subdomain
and Registration of Main Domain
1.
During development, the website or e-commerce will be
hosted on a subdomain of “tublat.com” (e.g. domainname.tublat.com) or another
technical domain at Tublat Ltd’s discretion.
2.
The main domain requested by the Customer will be
registered only after full payment and final testing.
3.
Tublat Ltd does not guarantee domain availability
until actual registration.
4.
During development, the indicated domain may be
registered by third parties. In such case, the Customer agrees to:
• select an alternative available domain;
• make no claims for damages, losses or lost profits against Tublat Ltd;
• expressly waive any request for refund or compensation.
5.
If immediate registration of the main domain is
required prior to full payment, the Customer must request this in writing at
order stage and pay the full project cost in advance.
8 Intellectual Property and Licences
8.1 The Customer receives a non-exclusive,
non-transferable and non-sublicensable licence to use the developed website for
the duration of the Contract.
8.2 The following remain the exclusive property of
Tublat Ltd:
• templates, plugins and proprietary or third-party software;
• source code and modular components;
• internal know-how and scripts.
8.3 The Customer retains ownership of its materials
(texts, logos, images) and grants Tublat Ltd a worldwide, royalty-free and
non-exclusive licence for use necessary to provide and promote the Services.
8.4 Tublat Ltd is not obliged to provide source code
unless separately agreed in writing against additional payment.
8.5 Any unauthorized use of software or materials will
result in immediate licence termination and entitlement to full compensation
for damages.
9 Delivery Times and Delays
9.1 Delivery times set out in the quotation are
indicative and depend on Customer cooperation.
9.2 Delays caused by missing materials, late approvals
or force majeure do not constitute breach.
9.3 Tublat Ltd is not liable for direct or indirect
damages arising from delays or suspensions, within the limits of Clause 18 of
the General Terms.
10 Withdrawal and Termination
10.1 Tublat Ltd may terminate the Contract in cases
provided in this Annex or in the General Terms (lack of cooperation, delays,
late payments).
10.2 In case of termination due to Customer’s breach
or early cancellation for reasons not attributable to Tublat Ltd, the Customer
shall pay liquidated damages under Clause 10.6 of the General Terms, equal to
20% of the Contract value.
The Parties expressly acknowledge that such amount represents a genuine and
reasonable estimate of economic losses that Tublat Ltd may suffer due to early
termination and does not constitute a penalty under English law.
10.3 Tublat Ltd may in any case retain amounts already
paid as deposit or partial payment, offsetting them against the amounts due
pursuant to Clause 10.6 of the General Terms.
11 Liability and Limitations
11.1 Tublat Ltd shall be liable only for wilful
misconduct or gross negligence, within the limits of Clause 18.3 of the General
Terms.
11.2 The Customer shall indemnify Tublat Ltd against
any third-party claims relating to content, products or services published via
the website.
11.3 Tublat Ltd may immediately suspend the Service in
case of serious violations, unlawful activities or conduct compromising
platform security.
12 Third-Party Providers and White-Label Services
12.1 Tublat Ltd may use third-party providers and
platforms (such as CMS, website builder, email systems, hosting providers or
domain registrars), including white-label solutions, remaining the sole
contractual contact with the Customer.
12.2 The Customer acknowledges and accepts that Tublat
Ltd is not responsible for malfunctions, suspensions or deletions of websites,
domains or email accounts caused by such external providers.
12.3 In such cases, no compensation, refund or
indemnity may be claimed from Tublat Ltd, which will act, where possible, as
intermediary to facilitate resolution with the third-party provider.
12.4 The Customer expressly agrees not to claim
damages, direct or indirect, arising from errors, failures or breaches
attributable to third parties involved in the provision of the Services.
13 Confidentiality and Data Protection
13.1 Confidentiality Obligation
Both parties undertake not to disclose or make accessible to third parties
confidential, technical, operational, commercial or strategic information
obtained during the execution of this contract.
13.2 Duration
The confidentiality obligation continues after termination of the contract and remains
valid for a minimum of five (5) years, except for highly sensitive information
which shall remain confidential indefinitely.
13.3 Processing of Personal Data
Processing of personal data is governed by the following documents, forming an
integral part of this contract:
• Privacy Policy
• Cookie Policy
• Data
Processing Agreement (DPA)
13.4 Role of Tublat Ltd
Unless otherwise agreed in writing, Tublat Ltd acts as Data Processor solely
for data necessary to provide the Services, while the Customer remains Data
Controller for data collected through the website or e-commerce platform.
14 Provision of the Service “As Is”
14.1 No Absolute Warranty
Tublat Ltd provides the Service “as is” and does not warrant that content, code
or functionalities are error-free, secure, or stylistically flawless.
14.2 Updates and Compatibility
Any subsequent updates (e.g. CMS, plugin or graphic updates) may only be
performed under a maintenance plan or subject to a new quotation.
14.3 Limitation of Liability
Malfunctions or incompatibilities caused by automatic updates, unauthorized
Customer changes or technological platform variations do not constitute
contractual breach.
15 Governing Law and Jurisdiction
15.1 Governing Law
This Annex is governed by English law, in accordance with Clause 20.6 of the
General Terms.
15.2 Jurisdiction
Any dispute shall be submitted to the exclusive jurisdiction of the Courts of
London (United Kingdom).
