Terms of Service

1. Definitions and Interpretation

“WebRuins” means WebRuins SIA, a limited liability company registered in the Republic of Latvia under registration number 40203729219, with its registered office in Riga, Latvia.

“Client” means the natural person or legal entity that engages WebRuins for Services pursuant to a Service Agreement or written order confirmation.

“Services” means web design, web development, AI integration, hosting facilitation, and related digital services as described in the applicable Service Agreement.

“Deliverables” means all work product produced by WebRuins in connection with the Services, including website source code, design files, written content, configuration files, and documentation.

“Service Agreement” means any written agreement, proposal, statement of work, or order confirmation accepted by both parties that incorporates these Terms.

“Third-Party Services” means any software, platform, API, hosting provider, AI tool, plugin, or service not developed or controlled by WebRuins that is integrated into or used in connection with the Deliverables.

“AI Tools” means artificial intelligence software, large language models, generative AI platforms, and machine learning services used by WebRuins in the course of providing the Services.

“Security Incident” means any unauthorized access, disclosure, alteration, or destruction of data, or any breach of a system or website.

These Terms of Service govern all Services provided by WebRuins to the Client. By engaging WebRuins, accepting a proposal, or making any payment, the Client agrees to be bound by these Terms in their entirety. Where a conflict exists between a Service Agreement and these Terms, the Service Agreement shall prevail to the extent of the inconsistency.

2. Engagement and Commencement

2.1 A binding engagement is formed when the Client accepts a written proposal or order confirmation from WebRuins, either by written confirmation (including email) or by payment of a deposit.

2.2 WebRuins will not commence work until the agreed deposit (typically 50% of the total project fee) has been received in cleared funds, unless otherwise agreed in writing.

2.3 Estimated timelines stated in proposals are indicative only. Timelines are contingent upon the Client’s timely provision of content, materials, feedback, and approvals.

3. Fees and Payment

3.1 Fees are as specified in the Service Agreement. All fees are exclusive of VAT, which will be applied where required under Latvian and EU tax law.

3.2 Unless otherwise agreed, a non-refundable deposit of 50% of the total project fee is due prior to commencement of work.

3.3 Where a project is structured in milestones, each milestone payment is due within 7 calendar days of the Client receiving the applicable invoice. Work on subsequent milestones will not commence until the preceding invoice has been paid.

3.4 The remaining balance is due prior to handover of final Deliverables or launch of the completed website, whichever occurs first.

3.5 Invoices not paid within the stated due date will accrue interest at 0.5% per day of the outstanding amount, in accordance with Latvian Civil Law. WebRuins reserves the right to suspend or withhold Services and Deliverables until all overdue amounts are settled in full.

4. Scope of Services

4.1 The scope of work for each project is defined exclusively in the applicable Service Agreement. Any work requested by the Client that falls outside the documented scope constitutes additional work and will be quoted separately.

4.2 WebRuins may use AI Tools in the delivery of its Services, including code generation, content drafting, design assistance, and workflow automation. The Client acknowledges and accepts this use.

4.3 WebRuins does not provide legal, financial, medical, or regulatory compliance advice. Any content produced through AI Tools or otherwise is delivered on an informational basis and the Client is solely responsible for verifying its accuracy and suitability.

5. Client Responsibilities

5.1 The Client shall provide all content, materials, access credentials, and approvals necessary for the performance of the Services in a timely manner. Delays caused by the Client’s failure to do so may result in timeline extensions and additional fees.

5.2 The Client is solely responsible for ensuring that all content, data, images, and materials provided to WebRuins do not infringe any third-party intellectual property rights, privacy rights, or applicable laws.

5.3 The Client is responsible for maintaining the security of all access credentials, hosting accounts, domain registrations, and administrative panels associated with their website and digital assets.

5.4 Following delivery and handover, the Client assumes full responsibility for the ongoing maintenance, security patching, software updates, backup procedures, and general upkeep of the website unless a separate maintenance agreement has been executed with WebRuins.

6. Intellectual Property

6.1 Upon receipt of full payment, WebRuins assigns to the Client all intellectual property rights in the custom Deliverables created specifically for the Client’s project, excluding any Pre-Existing Materials and Third-Party Components.

6.2 WebRuins retains all rights in its pre-existing tools, frameworks, templates, code libraries, and methodologies. Where Pre-Existing Materials are incorporated into Deliverables, the Client is granted a non-exclusive, perpetual, royalty-free licence to use them solely in connection with the delivered project.

6.3 Third-party components (including open-source libraries, plugins, fonts, stock assets, and AI-generated content) remain subject to their respective licences.

6.4 WebRuins retains the right to display the completed project in its portfolio and marketing materials unless the Client objects in writing prior to project commencement.

7. Limitation of Liability

THIS SECTION IS OF CRITICAL IMPORTANCE AND THE CLIENT IS ADVISED TO READ IT CAREFULLY.

7.1 To the maximum extent permitted by the laws of the Republic of Latvia, WebRuins’ total aggregate liability shall not exceed the total fees actually paid by the Client to WebRuins under the applicable Service Agreement in the twelve (12) months preceding the event giving rise to the claim.

7.2 WebRuins shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, reputational damage, or business interruption.

7.3 WebRuins shall bear no liability whatsoever for damages arising from any Security Incident, data breach, unauthorized access, cyberattack, malware infection, ransomware attack, DDoS attack, or similar event, except where directly and solely caused by a wilful act of gross negligence by WebRuins.

7.4 WebRuins does not warrant or guarantee the security of any website, application, or digital asset. The Client acknowledges this inherent risk.

7.5 WebRuins shall not be liable for any failure, malfunction, or data loss caused by Third-Party Services, including hosting providers, domain registrars, payment processors, AI platforms, or API providers.

7.6 WebRuins shall not be liable for any loss arising from the Client’s failure to implement recommended security measures, keep software updated, maintain secure credentials, perform regular data backups, or engage qualified security professionals.

7.7 AI-generated content, code, and outputs are provided without warranty of any kind. The Client assumes all risk associated with the use of AI-generated materials.

8. Indemnification

8.1 The Client shall indemnify, defend, and hold harmless WebRuins, its directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Client’s use of the Deliverables after handover
• Any content, data, or materials provided by the Client
• Any breach of these Terms by the Client
• Any third-party claim alleging that the Client’s content infringes intellectual property rights or violates applicable laws
• Any Security Incident occurring after handover, except where directly attributable to a proven defect introduced by WebRuins

9. Security Disclaimer

THIS SECTION CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT BETWEEN THE PARTIES.

9.1 WebRuins applies commercially reasonable security practices in the development and delivery of its Services. However, WebRuins does not warrant that any website or digital product will be free from vulnerabilities or susceptibility to attack.

9.2 The Client acknowledges that cybersecurity threats are continuously evolving and that no website can be rendered completely immune to all potential attacks. WebRuins expressly disclaims any warranty of uninterrupted, error-free, or secure operation.

9.3 WebRuins is not responsible for the security configurations or access controls maintained by the Client or the Client’s hosting provider after handover.

9.4 In the event of a Security Incident, the Client shall promptly notify WebRuins in writing. WebRuins may, at its sole discretion and at the Client’s expense, offer remediation services. Such assistance shall not constitute an admission of liability.

9.5 The Client is strongly advised to engage an independent cybersecurity professional for regular security audits and ongoing monitoring. WebRuins shall not be liable for the Client’s failure to do so.

10. Data Protection and GDPR

10.1 Where WebRuins processes personal data on behalf of the Client in the course of providing the Services, WebRuins shall act as a data processor and the Client shall act as the data controller, as defined by Regulation (EU) 2016/679 (GDPR).

10.2 A separate Data Processing Agreement shall be executed between the parties where required by applicable data protection law.

10.3 WebRuins shall implement appropriate technical and organizational measures to protect personal data during the period of active service delivery. Following handover, the Client assumes full responsibility for data protection compliance.

10.4 WebRuins shall not be liable for any data protection breach or regulatory fine arising from the Client’s own processing activities or failure to comply with GDPR or any applicable data protection legislation.

11. Confidentiality

11.1 Each party agrees to treat as confidential all information received from the other party that is marked as confidential or that a reasonable person would understand to be confidential.

11.2 Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party, except as required by law.

11.3 Confidentiality obligations shall survive termination of these Terms for a period of two (2) years.

12. Warranties and Disclaimers

12.1 WebRuins warrants that it will perform the Services with reasonable skill and care consistent with generally accepted industry standards.

12.2 Except as expressly stated in these Terms, all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded to the maximum extent permitted by law.

12.3 WebRuins provides a 30-day defect correction period following handover, limited to fixing material deviations from the agreed specifications.

13. Termination

13.1 Either party may terminate a Service Agreement by providing 14 calendar days’ written notice to the other party.

13.2 WebRuins may terminate immediately upon written notice if: (a) the Client fails to make any payment when due for 14 days after written notice; (b) the Client commits a material breach not remedied within 14 days of written notice; or (c) the Client becomes insolvent.

13.3 Upon termination by the Client for convenience, no refund of the deposit or previously paid milestone payments shall be due.

13.4 Upon termination, WebRuins shall deliver all Deliverables completed up to the date of termination, subject to payment of all outstanding fees.

14. Project Handover

14.1 Upon completion of the project and receipt of full payment, WebRuins will deliver a Project Handover and Acceptance Form to the Client for signature.

14.2 The Client shall review the Deliverables and confirm in writing that they conform to the agreed specifications. Any defects or issues not reported in writing within 30 calendar days of the handover date shall be deemed accepted.

14.3 Upon signing the Handover Form, the Client assumes full responsibility for the ongoing maintenance, security, software updates, data backups, and general operation of the website, unless a Maintenance Agreement is in effect.

14.4 WebRuins shall not be liable for any Security Incident, data breach, downtime, or data loss occurring after the date of handover, except where directly and solely attributable to a proven defect introduced by WebRuins during development.

15. Website Maintenance (Optional)

15.1 WebRuins offers an optional monthly maintenance service at EUR 30.00/month (exclusive of VAT), which includes:

• Minor content edits (text changes, image replacements, small layout adjustments) up to 4 hours per calendar month
• General monitoring of website functionality and availability

15.2 The following are expressly excluded from the maintenance service and will be quoted separately:

• Security updates, patches, and vulnerability remediation
• CMS or plugin upgrades and major version migrations
• New feature development, page creation, or structural redesign
• Server or hosting administration or migration
• Emergency response to Security Incidents
• Any work exceeding 4 hours in a given calendar month

15.3 Unused maintenance hours do not roll over to subsequent months.

15.4 The maintenance fee is due on the 1st of each calendar month within 7 calendar days of the invoice date. Late payment may result in immediate suspension of the maintenance service.

15.5 Either party may terminate the maintenance service by providing 30 calendar days’ written notice. WebRuins may terminate immediately upon 14 days of non-payment.

15.6 The maintenance service does not constitute a security service, managed hosting service, or IT support agreement. No warranty of security, uptime, or uninterrupted operation is provided or implied under the maintenance service.

16. Force Majeure

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, cyberattacks, pandemic, government action, internet outages, power failures, or disruption to Third-Party Services.

17. Governing Law and Disputes

17.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Latvia.

17.2 The parties shall attempt to resolve any dispute through good faith negotiation. If not resolved within 30 calendar days of written notice, either party may submit the dispute to the courts of the Republic of Latvia.

18. General Provisions

18.1 These Terms, together with any applicable Service Agreement, constitute the entire agreement between the parties.

18.2 No amendment to these Terms shall be effective unless made in writing and agreed to by both parties.

18.3 If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.4 WebRuins reserves the right to update these Terms at any time. Continued engagement of WebRuins’ Services following notification shall constitute acceptance of the updated Terms.

19. Contact

WebRuins SIA
info@webruins.com · +371 20731905 · Riga, Latvia

By engaging WebRuins SIA or accepting a proposal, the Client confirms that they have read, understood, and agreed to these Terms of Service in their entirety.