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Terms & Conditions

1. Definitions

In these general terms and conditions, the following terms are used with the following meaning unless explicitly stated otherwise.

LITWOS©: 

LITWOS© is a Sole-proprietorship business registered as “Living The Island Way Online Services” located at

Wayaca 99, Oranjestad, Aruba.

Whatsapp: +297-560-3276

Email: [email protected]

Aruba Chamber of Commerce no: 484770

Arubabank: 6006900190

IBAN: BE61 9675 3242 8417

Client:
The other party of LITWOS©.

Agreement: 
This agreement is between the client and LITWOS©.

2. Applicability

1. By signing an agreement with LITWOS©, the client declares that he has taken note of the general terms and conditions and that he agrees with these terms and conditions.
   
2. These general terms and conditions apply to all offers, quotations, and all agreements concluded by LITWOS© and services provided.
   
3. The applicability of any purchase or other requirements of the client is not final unless agreed otherwise in writing between both parties.
4. Suppose any provision of this agreement is invalid. In that case, the remaining provisions shall not be affected thereby and shall continue to be valid and enforceable. Each such provision will be to the fullest extent permitted by law.

3. Offers and Quotations

1. All quotations and quotations by LITWOS© are without obligation. They are valid for fourteen days unless agreed otherwise in writing.
2. Offers only bind LITWOS© if the client confirms the acceptance thereof within fourteen days unless otherwise agreed in writing.
3. Changes to the original agreement concluded between LITWOS© and the client are only valid from the moment that these changes have been accepted in writing by both LITWOS© and the client utilizing an additional or amended agreement.
4. Compiled quotations do not oblige LITWOS© to perform part of the assignment against a corresponding part of the quoted price.
5. Offers or quotations do not automatically apply to future assignments.

4. Prices, billing, and payment

1. An agreement is concluded on the day that the order confirmation has been completed and signed, and received by LITWOS©.
2. All quoted prices include Local Aruban TAX (BBO, BAVP, BAZV) unless expressly stated otherwise. The client agrees to accept the invoices by e-mail.
3. Extra client wishes outside the original agreement will result in additional work, for which LITWOS© will be honored proportionally.
4. Unless otherwise agreed, in the case of web design and webshop, the client must pay 50% of the total costs within two weeks after the day the agreement was concluded. The website will be temporarily hosted on LITWOS©’s leading site (litwos.com/your-website), where the client can view the progress during development. After completing the website, LITWOS© will send the client an invoice for the remainder of the payment. After payment of this amount, the client’s website will be placed online at its final location within two weeks after the invoice date.
5. Unless agreed otherwise, the client must pay 25% of the total costs annually in the case of search optimization within two weeks after the day the agreement was concluded. Subsequently, LITWOS© will send monthly billings in advance. All costs related to the payment, including exchange and bank costs, are for the client’s account.
6. Suppose a client’s payment has not been paid within a certain period. In that case, the client will be in default by operation of law without further notice and will owe the statutory interest per (part of a) month on the outstanding amount from the invoice date. The client will bear all judicial and extrajudicial costs that may be incurred.
7. All payments made by the client serve primarily to settle any interest and expenses and then to settle the longest outstanding invoice(s).
8. Suppose payment has yet to be made within a certain period. In that case, LITWOS© is entitled to take the website and related services, such as e-mail, offline and keep them until full payment has been received.
9. If the client has not agreed to a maintenance contract with LITWOS©, the client is not free to use the base DIVI builder. Using base DIVI builder in this situation is only possible against payment of $20 per month, including TAX, to be paid in advance.

5. Execution Of The Agreement

1. LITWOS© will execute the agreement to the best of its knowledge and ability. If and insofar as proper execution of the agreement requires this, LITWOS© has the right to have certain activities carried out by third parties.
2. The client shall ensure that the client provides all information that LITWOS© deems necessary.
3. LITWOS© is not liable for damage of any nature whatsoever because LITWOS© relied on incorrect or incomplete data provided by the client unless this inaccuracy or incompleteness should have been known to LITWOS©.
4. Regarding web design and webshop, LITWOS© will deliver the website within the agreed term unless otherwise agreed during the implementation. The client undertakes to provide all necessary data on time. If the client fails to do so, the client will owe the total costs after the expiration delivery period. However, the client then retains the right to a website for one year, after which this right also lapses.
5. In the case of search engine optimization (SEO), LITWOS© will further optimize the content of each page for the desired target audience and optimize it around a specific theme. The page’s sole purpose is to get to the first page of Google for particular keywords.
6. An SEO Specialist will conduct keyword research and competitive analysis. The keywords are defined and determined in consultation with LITWOS©. The SEO Specialist will prepare a short SEO-friendly text.
7. This WordPress website is not a replacement for any existing website. The optimization concerns the textual content, title descriptions, codes, and monitoring and guaranteeing the Google position. The graphic design is adapted to the sector of the client. The client is aware of and accepts that LITWOS© cannot always ensure the position in the search engines.
8. The client is aware and accepts that LITWOS© cannot always guarantee the position in the search engines.
9. By signing the agreement, the client agrees to payment by direct debit and irrevocably undertakes not to cancel the assignment during the agreement term. If the client changes bank account, the client must provide the new account number for the direct debit at least one month in advance.

6. Duration And Termination

1. The agreement is a continuing performance contract for a minimum of twelve months with automatic annual renewal. Unless otherwise agreed in writing. After the minimum term has expired, the agreement can be terminated in writing at any time, with due observance of a notice period of at least one month before the contract expiration date.
2. In all cases of breach of contract by the client, other than based on an attributable failure of LITWOS© in fulfilling its obligation, it is obliged to compensate LITWOS© for the resulting damage for LITWOS©. The fee sets a flat rate equal to 80% of the monthly contributions not yet due for the current period without prejudice to the right to demand full compliance with the agreement. In that case, LITWOS© is also entitled to dissolve the agreement immediately (out of court).
3. In the event of (provisional) suspension of payment, an offer of an amicable or judicial settlement, (application for) bankruptcy, sale, cessation, or liquidation of the client’s company, or if the latter is deceased, all agreements with LITWOS© have been dissolved by operation of law, unless LITWOS© notifies the client within a reasonable period that it wishes fulfillment of (part of) the agreement, in which case LITWOS© is entitled without notice of default: – suspend the execution of the contract and directly related agreements until payment has been sufficiently secured; or – to suspend any obligations towards the client, in whole or in part; without prejudice to the other rights of LITWOS© and without LITWOS© being obliged to pay any compensation for damage or costs.
4. In the event of an event as referred to in Articles 6.2 and 6.3, all claims under the agreement and the agreements directly related to it, both those that are due and payable at that time and in the future, are immediately due and payable in full.

7. Liability And Indemnity

1. LITWOS© is not involved in any relationships between the client and the other intervening parties or users. LITWOS© also does not interfere with the relations between the client and his website host. If, for any reason, the client no longer has his website or if LITWOS© does not receive the necessary access to the client’s website, this will not exempt the client from the proper execution of the present agreement and the monthly contributions payable.
2. Suppose it appears that the client is in arrears in payment within the framework of the present agreement. In that case, the latter cannot hold LITWOS© responsible for its obligations arising from there. LITWOS© can use its right of suspension without notice, which does not exempt the client from the proper execution of the present agreement and from the monthly contributions to be paid.
3. LITWOS© is in no way liable for indirect damage such as loss of turnover, loss of income, loss of profit, loss of commission, etc.
4. Suppose a period has been agreed upon or specified for the completion of certain activities or for the delivery of specific goods. In that case, this is always a flexible deadline. In the case of an exceeded term, the client must give LITWOS© notice of default in writing and by registered mail. The client must offer a reasonable period to implement the agreement still. The same applies to any other shortcoming on the part of LITWOS©.
5. The liability of LITWOS© will always be limited to the amount charged or to be charged to the client.
6. LITWOS© is not liable for the consequences of events at a hosting provider, domain name registrant, or other third parties over which LITWOS© has no influence.

8. Force majeure

1. In the event of a force majeure, LITWOS© is entitled to consider the agreement dissolved without judicial intervention and without being obliged to pay compensation.
2. Force majeure to fulfill the obligations applies to any foreign cause that cannot be attributed to LITWOS© and that prevents the fulfillment of the agreement or hinders or makes it difficult to such an extent that fulfillment cannot reasonably be expected from LITWOS©.

9. Assignment And Pledge Of The Agreement

1. LITWOS© is expressly authorized to transfer or pledge the present agreement in whole or in part on the understanding that this transfer or pledge does not change the form and conditions of the agreement in any way. An ordinary letter or statement on the monthly invoices can notify the principal of an assignment of claims in principal and accessories (interest, damages, etc.). The payment of these invoices will also be regarded as an acknowledgment by the client of the concluded transfer. Such a transfer entails the obligation for the client to pay the new creditor. Still, it does not change the client’s other obligations or LITWOS©. If necessary, the principal undertakes to sign all documents, fulfill all formalities, and make all changes to the payment orders requested in the event of such transfer or pledge.

10. Residence

1. For the performance of this agreement, each party elects domicile at the address of its registered office or place of business as specified in the contract.
2. No change of address of the client will be taken into account if this change has not been announced by registered letter unless agreed otherwise by mutual agreement.

11. Confidential Information

1. The parties mutually undertake to maintain the confidentiality of all information that has become known to them under the agreement concluded with the other party and of which it is or should reasonably be aware that the data is considered confidential or secret.
2. The personal data is only used by LITWOS© for registration when applying for a domain name or hosting and for the administration of LITWOS©.

12. Third Parties

1. LITWOS© is not liable for price changes by hosting providers or third parties. These price changes will be passed on to the client by LITWOS© without notification.
2. LITWOS© is not responsible for the consequences of registering (with personal data) a domain name and hosting with a hosting provider or domain name registrant.

13. Retention of Title

1. The client is and remains the owner of all passwords and other documents obtained that relate to the website, domain name, and hosting. This information will not be provided to third parties without the client’s consent.
2. All movable property and intellectual property rights delivered by LITWOS© to the client within the framework of the assignment remain the property of LITWOS© until the client has fulfilled all obligations and payments to LITWOS© under the agreement.
3. The client will do everything that is expected of him to secure the goods delivered under the retention of title.
4. All websites and promotional materials developed by LITWOS© can be used by LITWOS© for promotional purposes unless agreed otherwise in writing.
5. Scripts and programs developed by LITWOS© or others used in or in the creation of the website remain the property of LITWOS©.
6. Copyright can never rest on the supplied source code if Open Source Solutions are used.

14. Governing Law and Disputes

1. Since Aruba is part of the Dutch Kingdom, Dutch law applies to the agreement.
2. The operation of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded.
3. All disputes arising from this agreement will be settled exclusively by the competent court of the Aruba court. This clause does not affect the authority of LITWOS© to bring the dispute before the court judge that would be competent without the inclusion of this article.

Last updated on:

April 15th, 2023