Terms & Conditions

These Terms govern our work together and apply to all proposals/offers, statements of work, orders, and services provided by Simplico (the “Services”).

Company: Simplico Ltd., Osječka 6, HR-31400 Đakovo, Croatia
Company IDs: OIB 29711764810 · EU VAT HR29711764810
Website: https://simplico.agency
Email: hello@simplico.agency

Last update: 09/08/2025.

1) Definitions

Client / you – the person or entity purchasing Services.
Offer / Proposal – our written scope, commercials, and terms (including emails) describing a project or package.
Contract – the binding agreement formed under Section 3 (includes these Terms and the Offer).
Project / Deliverables – design, brand, websites, web apps, marketing assets, content, documentation, configurations, and related outputs.
Maintenance – post-launch support/updates under a subscription (see Sections 7.4 and 8).
Confidential Information – non-public business/technical information disclosed by either party.
Business Day – Monday–Friday, excluding Croatian public holidays.
DPA (Data Processing Addendum) – processor terms when Simplico acts as data processor.
SLA (Service Level Agreement) – response/restore targets linked to a maintenance plan.
CMS (Content Management System) – admin interface for content.
API (Application Programming Interface) – third-party/system integration interface.
DNS (Domain Name System) – domain records management.
OS (Operating System) – server operating system.

2) Scope of Services

We provide branding, design, web development, integrations, hosting, maintenance, analytics, and digital marketing. Services are limited to what’s specified in the Offer. Anything not listed is out of scope and may be quoted as a change request.

3) Offer & Contract Formation

3.1. We’ll issue an Offer in EUR (VAT excluded unless stated).
3.2. The Contract is formed when you accept the Offer (email confirmation is sufficient) or when both parties start performing (e.g., paying an advance or kicking off work).
3.3. If there’s any conflict, the Offer prevails over these Terms for that Project.

4) Client Responsibilities

4.1. Provide timely inputs: content, approvals, brand assets, access, and a single decision-making contact.
4.2. Ensure all materials you supply are lawful and you hold necessary rights.
4.3. Review/approve within agreed timeframes; silence past 5 Business Days may be treated as approval to keep the schedule moving.
4.4. You’re responsible for legal policies/content on your site/app (consumer terms, shipping/returns, cookie banners beyond our standard implementation, sector disclosures).

5) Process, Timing & Changes

5.1. We agree a plan by phases (e.g., discovery → design → build → QA → go-live).
5.2. Change requests (scope or new features) are estimated and, once approved, billed at agreed rates or a new fixed fee; timelines/costs adjust accordingly.
5.3. Client delays (late content/approvals/access) extend deadlines. If build is completed but content is missing, we may invoice remaining project amounts and keep the site in staging until content is ready.
5.4. We support modern browsers/devices in line with market usage; legacy/unsupported environments may require extra effort.
5.5. Complexity cases & buffer. Some risks are only discoverable after work begins (e.g., third-party API limits/changes, unforeseen SEO migration complexity, legacy data quality, compliance/security findings, performance bottlenecks, vendor dependencies, non-standard hosting constraints). Where such complexity materially impacts the plan, we may apply a buffer of 1–2 weeks (or as mutually agreed) to the relevant phase and update estimates accordingly.

6) Content & Data Migration

6.1. Unless the Offer says otherwise, content entry and migration (copy, media, blog imports, product catalogs, redirects, data cleansing/mapping) are separate billable services.
6.2. If automated import isn’t feasible, we’ll propose manual transcription with an estimate.

7) Fees, Payment & Taxes

7.1. Prices

Prices are in EUR and exclusive of VAT and out-of-pocket expenses (e.g., stock assets, travel, paid plugins/SaaS, domains, SSL certificates, SMS/email credits). Detailed rate cards, plan tiers, and package pricing are available on request and are confirmed in the Offer.

7.2. Project schedule

Typical project schedule (unless the Offer sets a different one):

30% advance on acceptance,
30% after design/architecture sign-off,
40% on technical completion (pre-launch/staging ready).

7.3 Hosting, Domains & SSL Certificates (annual)

If included in the Offer, Simplico provides hosting on a dedicated server with a trusted provider operating under ISO/IEC 27001–aligned controls. Annual services may include:

Server provisioning, OS (Operating System) and web-stack configuration;
Monitoring, security patches, performance tuning, log management;
Backups and tested restore procedures;
Optional domain registration/renewal and DNS management;
Optional SSL issuance/renewal (Let’s Encrypt or paid certificates) and certificate monitoring.

These services are billed annually in advance. Capacity upgrades, peak-traffic events, premium storage/CDN/email, or specialty add-ons may require plan changes and additional fees. If domains/SSL/DNS are managed by you or a third party, you retain full responsibility for renewals and records. Specific hosting tiers, resource allocations, and management/admin fees (including registrar/CA pass-through) are available on request and will be stated in your Offer.

7.4 Maintenance Subscriptions (monthly)

Maintenance is billed monthly in arrears per your plan (see Section 8 for maintenance types and scope). Unused hours don’t roll over unless stated in the Offer. We may adjust recurring fees yearly in line with official inflation indexes, with notice. Maintenance plan options and pricing (for Hosting Maintenance and Web Maintenance) are available on request and will be confirmed in your Offer/SLA.

7.5. Payment terms

7–15 days net from invoice (as stated on invoice). Late amounts may incur statutory default interest. After a 7-day reminder window, we may suspend environments/support until payment clears.

8) Maintenance – Types, Scope & SLAs

We distinguish two maintenance tracks so expectations are clear. Plan structures, inclusions, and pricing are available on request and will be specified in your Offer/SLA.

8.1 Overview

Hosting Maintenance – technical operation of your hosting stack (infrastructure side).
Web Maintenance – small changes and care on the digital solution (application/CMS side).

8.2 Hosting Maintenance (technical services)

Typical scope (as applicable to your plan/stack):

Server administration: OS and security patching, web-stack updates, vulnerability remediation;
Monitoring & alerting, performance/capacity tuning, log reviews;
Backups & restores, incident response;
Coordination with the upstream provider.

Excludes: application feature work, design, content entry, complex data work, third-party vendor fees. If Simplico manages domains/SSL/DNS (optional), we handle end-to-end renewals, issuance and records (we may request timely approvals and pass-through fees). Available plan levels, inclusions, and pricing are available on request and will be stated in your Offer/SLA.

8.3 Web Maintenance (digital solution)

Typical scope within plan hours:

Minor content edits and small UI adjustments;
CMS (Content Management System)/plugin/core updates and regressions remediation;
Post-warranty bug fixes, minor SEO tweaks, analytics/tag adjustments;
Short consultations and light training.

Excludes: new features, redesigns, complex integrations, large content or data migrations (these are change requests with separate estimates). Included hours, response targets, and pricing per plan are available on request and will be specified in your Offer/SLA.

8.4 Domains & SSL (management options)

Simplico can provide administration/procurement of domains and SSL certificates together with hosting, but this is not mandatory.

If we manage them: we “own the calendar” for renewals, issuance, DNS changes and certificate monitoring; we’ll coordinate approvals and pass-through registrar/CA costs.
If we don’t manage them: you (or your provider) are fully responsible for renewals, DNS records and certificate validity.
Management/admin fees and options are available on request and will be listed in the Offer.

8.5 SLAs (Service Level Agreements)

Within Business Hours, we acknowledge tickets promptly; response/restore targets depend on your plan and incident severity. Critical security incidents are prioritized across plans. SLA levels and associated pricing are available on request and will be agreed in the Offer/SLA.

9) Portfolio, Credits & Marketing

We may display the Project (logo, screenshots, public URL, case study extracts) in our portfolio, proposals, social posts, directories, and awards, limited to describing work we delivered. Mark confidential items clearly and we’ll respect that. You may reference Simplico as your vendor.

10) Confidentiality

Each party will keep the other’s Confidential Information secret, use it only for the Contract, share it only with those who need to know under equivalent obligations, and return/destroy it on request. This survives termination.

11) Data Protection (GDPR)

11.1. Each party complies with GDPR and applicable privacy laws.
11.2. Roles: You are typically controller of end-user data; Simplico acts as processor solely per your instructions. For such cases, our DPA (Data Processing Addendum) applies (on request) and forms part of the Contract.
11.3. We implement appropriate technical and organizational measures. See our Privacy Policy for details.

12) Acceptance, Warranty & Support Window

12.1. Acceptance / UAT (User Acceptance Testing): We’ll provide a staging environment for UAT. Please report blocking issues within 5 Business Days of delivery; otherwise the milestone is deemed accepted so we can proceed.
12.2. Warranty: For 30 days after go-live (or technical completion if launch is delayed due to content), we fix reproducible defects that deviate from the accepted scope at no charge. This excludes change requests, third-party failures, and issues caused by client/admin changes or unknown legacy data.
12.3. After the warranty, fixes/changes are handled under Maintenance or separate quotes.

13) Third-Party Services & Open Source

We may integrate third-party APIs, plugins, or SaaS. Their availability, pricing, and terms are outside our control. You are responsible for any third-party subscriptions/fees unless the Offer states otherwise. We may use open-source software under their respective licenses.

14) Intellectual Property

14.1. Pre-existing IP & tools (frameworks, libraries, internal components) remain Simplico’s or their owners’ property. We grant you a non-exclusive license to use them as embedded in your Deliverables.
14.2. Project Deliverables: upon full payment, you receive:
- ownership of custom brand assets, copy, and bespoke design created for you; and
- a perpetual, worldwide, non-exclusive license to use the project code as delivered for your own business purposes.
- Repository access or full assignment of code/IP must be explicitly agreed in the Offer (some components may remain licensed, not assigned).
14.3. You may not resell or sublicense our components outside your own project unless agreed in writing.

15) Non-Solicitation

For 12 months after a Contract ends, neither party will directly solicit employment from the other’s staff who worked on the Project, without consent. General job ads are fine.

16) Liability

16.1. Neither party is liable for indirect, special, incidental, or consequential damages, or for loss of profit, revenue, data, or business.
16.2. Cap: Simplico’s aggregate liability arising out of a Contract is limited to the fees you paid to Simplico for the Services giving rise to the claim in the 12 months before the event.
16.3. Nothing limits liability that cannot be limited by law.

17) Suspension & Termination

17.1. Either party may terminate for material breach if not cured within 15 days of written notice. We may terminate or suspend for persistent non-payment, illegal use, or security risk.
17.2. You may terminate for convenience before completion; we’ll invoice work performed to date plus any committed third-party costs. If termination occurs after design sign-off, we may charge up to 30% of the remaining project value to cover reallocation and sunk costs.
17.3. On termination, your rights to use Deliverables already paid for remain as per Section 14; unpaid Deliverables are withheld.

18) Force Majeure

Neither party is liable for delays/failures caused by events beyond reasonable control (e.g., upstream outages, natural disasters, war, strikes, major platform changes). We’ll notify and mitigate.

19) Notices

Notices must be in writing and sent by email to the contacts in the Offer (or updated in writing). Delivery is effective when the sender’s system shows successful transmission without bounce.

20) Changes to these Terms

We may update these Terms from time to time. The current version is published on our website and applies to new Offers. For ongoing subscriptions, we’ll notify you of material changes in advance.

21) Assignment

You may not assign the Contract without our consent (not to be unreasonably withheld). We may assign to an affiliate or in connection with a merger or transfer of business.

22) Governing Law & Venue

These Terms and any Contract are governed by the laws of the Republic of Croatia. Courts in Osijek have exclusive jurisdiction, and proceedings will be conducted in Croatian or English.

23) Miscellaneous

Severability (invalid parts don’t affect the rest), no waiver by silence, headings for convenience only, and the Contract constitutes the entire agreement for the relevant Services.