Terms & Conditions

01Applicability

1.1 These terms apply to all offers, agreements, and services of Ayal Web unless agreed otherwise in writing.

1.2 By accepting a quote, placing an order, or requesting work to begin, the client accepts these terms.

1.3 If a quote or agreement deviates from these terms, the quote or agreement prevails.

02Services and execution

2.1 Ayal Web provides web design, web development, maintenance, hosting-related services, automations, integrations, and related digital services.

2.2 Ayal Web performs assignments on a best-effort basis unless expressly agreed otherwise in writing.

2.3 The client provides all required information, content, and access to systems/accounts on time. Delays caused by missing input or access are at the client’s risk and expense.

03Quotes, pricing, and additional work

3.1 All prices are excluding VAT unless stated otherwise.

3.2 The scope of the assignment is defined in the quote/agreement.

3.3 Anything not agreed in writing in advance is considered additional work and may cause extra costs and/or delays.

3.4 Additional work is aligned in advance where possible and can be invoiced based on supplementary agreements.

04Payment

4.1 Payment term is 14 days after invoice date unless agreed otherwise.

4.2 Ayal Web may require partial advance payment before work starts.

4.3 In case of late payment, Ayal Web may suspend work after 14 days past the due date. Deadlines and delivery dates shift accordingly.

4.4 Late payments incur statutory (commercial) interest and reasonable (extra)judicial collection costs.

05Delivery and acceptance

5.1 An assignment is considered delivered when Ayal Web notifies the client.

5.2 The client has 14 days after delivery notice to provide feedback or report defects. If no response is received, the work is deemed accepted.

06Aftercare and fixes

6.1 Ayal Web provides free correction of errors within 14 days after delivery if they are demonstrably caused by Ayal Web and within the agreed scope.

6.2 Aftercare does not apply to (a) changes by the client or third parties, (b) new wishes or extensions, or (c) issues caused by external services/providers (such as hosting, plugins, or APIs).

07Maintenance and updates

7.1 Structural maintenance is included only if agreed in writing.

7.2 Ayal Web performs security-critical updates on a best-effort basis where needed, but does not guarantee continuous operation or full security without maintenance agreements.

08External services and third parties

8.1 If the assignment depends on third-party services (such as hosting providers, email services, plugins, payment providers, or platforms), Ayal Web is not liable for outages, limitations, or terms of these third parties.

8.2 Costs of external services may be passed through or handled via subscriptions, in accordance with the quote/agreements.

09Standstill by the client

9.1 If the client fails to provide necessary input/feedback or does not respond for more than 14 days, Ayal Web may pause the work and adjust the planning.

9.2 Ayal Web may invoice work already completed and any (external) costs incurred.

10Cancellation and termination

10.1 The client can cancel or terminate the assignment in writing.

10.2 If cancellation occurs before or during execution, the client pays for all work performed and (external) costs incurred up to that point.

10.3 On termination, handover of work developed by Ayal Web takes place in its then-current state after full payment, subject to the source-code and rights arrangements in section 11. This payment condition does not restrict the client’s ownership or control of its data, content, domains or client-specific accounts under section 12.

11Intellectual property and right of use

11.1 By default, Ayal Web retains the intellectual-property rights in work it develops. The client’s own assets remain subject to section 12, and third-party components remain subject to section 11.5.

11.2 After full payment, the client receives a perpetual, worldwide and royalty-free right to use the delivered project for its business. This includes hosting, copying, migrating and modifying it, and having it maintained or modified by third parties. This right also covers AYAL Technology incorporated into the delivered project as needed to exercise these rights, without transferring ownership of that technology.

11.3 Source code is provided where agreed or appropriate to the deliverable. The quote or project agreement records which source code, documentation and handover materials will be supplied.

11.4 Ayal Web retains all rights in its reusable and background technology (AYAL Technology): frameworks, libraries, components, utilities, templates, tooling, generic modules, methods and know-how, including reusable technology developed during a project. Ayal Web may reuse this technology for other projects.

11.5 Third-party and open-source components remain subject to their respective licences. Ayal Web does not transfer rights it does not hold.

11.6 For an individual project, the parties may expressly agree in writing that intellectual-property rights in defined Client-Specific Deliverables transfer to the client after full payment. Client-Specific Deliverables are the project-specific parts expressly identified for transfer in that agreement. The transfer must meet the applicable legal formalities, including a deed for copyright transfer. AYAL Technology and third-party components are excluded unless expressly stated, and any third-party rights remain subject to the relevant licences.

11.7 AYAL-owned SaaS, products and platforms are not transferred to customers. Access to and use of those services follow the applicable product or subscription agreement; section 11.2 does not grant a perpetual subscription or free ongoing services.

12Management, access, and accounts

12.1 The client always retains ownership or control, as applicable, of its data, content, domains and client-specific accounts. Ayal Web’s management of these assets does not change this, including when the collaboration ends or invoices remain unpaid.

12.2 Ayal Web manages only the agreed parts of the technical environment through the access needed for that work. Client-specific domains and accounts are registered or set up under the client’s name and control. The client retains access and may appoint another administrator; Ayal Web cooperates with the handover of that control.

12.3 The client and Ayal Web coordinate changes to managed systems to protect operation and security. The client may maintain systems itself or appoint third parties. Damage or remedial work caused by changes that harm operation or security can be billed as additional work.

12.4 Client control does not grant administrative access to Ayal Web’s shared infrastructure, internal accounts or AYAL-owned SaaS and platforms. Data access and export arrangements for those services are set out in the applicable agreement while preserving the client’s control of its own data. Rights in developed work and source-code delivery follow section 11.

13Portfolio

13.1 Ayal Web may use the delivered work (e.g., name/logo/screenshot/website) for portfolio and promotional purposes unless the client objects in writing in advance.

14Confidentiality

14.1 Both parties treat confidential information as confidential and do not share it with third parties unless necessary for the execution of the assignment or legally required.

15Privacy and GDPR

15.1 Ayal Web processes personal data only for the execution of the assignment and as minimally as possible.

15.2 The client remains responsible for its own legal obligations, such as privacy policy, cookie policy, and lawful processing of personal data on the website.

16Liability

16.1 Ayal Web is not liable for indirect damage, consequential damage, loss of profit, missed savings, reputational damage, or missed revenue.

16.2 The total liability of Ayal Web is in all cases limited to the amount the client has paid for the relevant assignment.

16.3 This limitation does not apply in cases of intent or willful recklessness by Ayal Web.

17Force majeure

17.1 Force majeure includes any circumstance beyond Ayal Web’s control that makes performance temporarily or permanently impossible, such as third-party outages, network issues, government measures, illness, or other unforeseen circumstances.

17.2 During force majeure, obligations are suspended and deadlines are extended.

17.3 If force majeure lasts longer than 30 days, either party may terminate the agreement. The client pays for work performed and costs incurred.

18Consumers (where applicable)

18.1 If the client is a consumer, statutory consumer rights apply. To the extent permitted, the right of withdrawal lapses once the client explicitly agrees that Ayal Web starts executing the service.

19Changes to terms and conditions

19.1 Ayal Web may amend these terms. The most recent version applies to new quotes and assignments.

20Governing law and disputes

20.1 Dutch law applies to all agreements and services.

20.2 Disputes are submitted to the competent court in the Netherlands.