Terms of service

1. Who we are and when these terms apply

In short: These terms apply when a business works with NINAWA; a question or a booked call is not yet a contract.

These terms apply to business and professional digital services offered under the NINAWA name: websites, booking and business systems, hosting, maintenance (Managed Care) and guidance. They do not apply to consumers. A consultation request, a booking or a proposal request does not form a service contract.

Before any production contract is accepted, the proposal and the Legal notice must identify the verified legal operator and the client.

• Order of documents: the accepted proposal and its project schedules come first, then the Data Processing Agreement where it applies, then the service agreement schedule, then these terms.
• The English and Dutch versions of these terms are binding; other languages are translations for convenience.

2. Proposal, acceptance and start

In short: You receive a written proposal, accept it online, and work starts once the start conditions are met.

A project begins after written acceptance of the proposal and, where requested, receipt of the advance payment. The proposal defines scope, deliverables, timing, price and included revisions, and states how long it remains valid.

The client accepts a proposal electronically in NINAWA's platform. The acceptance records the name and email of the person accepting, the authority under which they accept, the date and time, and the exact proposal version and document versions accepted. This record is kept unchanged as evidence of the agreement.

• The person accepting confirms that they may bind the client.
• For the standard Managed Website the price is paid in two parts: half when the proposal is accepted and half before launch.
• The target delivery date counts from the moment the start conditions in the proposal are met.

3. What the client provides

In short: You send content, access and approvals on time through Client Studio; delays can move the delivery date.

The client supplies accurate content, media, access and approvals on time and confirms that supplied materials may legally be used. The onboarding checklist in Client Studio shows what is needed and when. Delayed input can move the delivery date.

• Access to domains, hosting or other accounts is shared through a delegated invitation or a password manager, never as plain text in email or in Client Studio.
• The client is responsible for the content it supplies, including the rights to texts, images and trademarks.

4. Changes to the scope

In short: Anything outside the agreed scope is proposed as a change, estimated first and only done after your approval.

New wishes or requirements outside the agreed scope are handled as change requests. The client can propose a change in Client Studio; NINAWA estimates its effect on price and timing; the change is only carried out after the client has approved that estimate. Extra work always requires written approval.

5. Delivery, review and acceptance

In short: You review the work in agreed stages and approve each version; the standard website includes two rounds of consolidated revisions.

Work is delivered for review in agreed stages. Approvals in Client Studio record who approved which version and when. Material defects must be reported within the review period in the proposal. New preferences or requirements outside scope are treated as changes.

• The standard Managed Website includes two rounds of consolidated revisions: the client gathers its feedback per round instead of sending separate small requests.
• Launch follows the final approval and the payment due before launch.

6. Prices, invoices and payment

In short: The proposal shows the price; invoices are paid by their due date.

The proposal and invoice state the applicable tax or VAT treatment based on the verified legal operator status and the transaction. Invoices are payable by the due date. Late payment may lead to suspension after reasonable notice without removing the payment obligation.

While NINAWA is in its pre-launch phase, prices on the website are indicative, requesting a proposal is free and non-binding, and paid work only starts after the start has been confirmed in writing.

7. Managed Care

In short: For €69 per month NINAWA keeps your website online, secure and up to date, with up to 30 minutes of small changes each month.

Managed Care is the monthly service that keeps a website online, secure and up to date after launch. Unless the proposal says otherwise it includes:

• hosting and SSL;
• daily backups;
• security and software maintenance;
• availability and form checks;
• email support, with a first reply within two business days;
• up to 30 minutes of small content changes per monthly period; unused minutes do not carry over to the next period.

Work beyond the 30 minutes is charged at €75 per hour in 15-minute units, and only after the client has approved it in advance. New features, redesigns, copywriting, translation and third-party fees are not included. Client Studio shows the minutes used in the current period. Managed Care can be ended with 30 days' written notice; the steps for leaving are described in section 14.

8. Client Studio and accounts

In short: Client Studio is your personal workspace with NINAWA; keep your login to yourself.

NINAWA gives the client's named contacts access to Client Studio to follow the project, approve work, share files and open requests. Each account is personal; the client keeps passwords confidential and informs NINAWA without delay of any misuse. Access ends 30 days after the end of the last production service, so the client should download its files before then.

9. Acceptable use

In short: The services may not be used for anything illegal or harmful.

The client may not use NINAWA's services, hosting or Client Studio to:

• publish or store unlawful content, or content that infringes the rights of others;
• distribute malware, phishing or spam;
• attack, overload or test the security of NINAWA's or other systems without permission;
• process personal data unlawfully.

If a breach of this section causes urgent harm or legal risk, NINAWA may suspend the affected service immediately; otherwise it first gives notice and a reasonable opportunity to remedy.

10. Intellectual property

In short: After full payment you receive the rights described in the proposal; NINAWA keeps its own tools and know-how.

Pre-existing tools, reusable components and know-how remain with NINAWA or their licensors. After full payment, the client receives the rights described in the proposal. Third-party licences remain applicable. Content supplied by the client remains the client's.

11. Hosting and third parties

In short: Some parts depend on other providers; NINAWA works carefully but cannot guarantee their uptime.

Domains, email, hosting, analytics, payments and integrations may depend on third-party providers. NINAWA applies professional care but cannot guarantee uninterrupted third-party availability. The providers that process personal data on the client's behalf are described in the Data Processing Agreement.

12. Personal data

In short: How NINAWA handles personal data is explained in the Privacy notice and, for your customers' data, in the Data Processing Agreement.

NINAWA processes the personal data of the client's contacts as controller, as explained in the Privacy notice. When NINAWA processes personal data on the client's behalf, for example from forms or customer accounts on the client's website, the Data Processing Agreement applies and forms part of the agreement.

13. Liability

In short: If NINAWA makes a proven mistake, its liability is limited as the law allows.

Within mandatory Belgian law, liability for proven contractual fault is limited to direct loss and, except where limitation is unlawful, to fees paid for the affected service during the previous twelve months.

14. Ending the cooperation

In short: Ongoing services end with the agreed notice; you then get your website and data back or they are deleted.

Ongoing services may be terminated according to the notice period in the proposal; for Managed Care this is 30 days' written notice. Serious breach may justify suspension or termination after notice and a reasonable opportunity to remedy where applicable.

• When a service ends, NINAWA delivers the agreed export, transfers domains and accounts to the client and follows the client's instructions to return or delete data, as described in the Data Processing Agreement.
• Client Studio shows each step of leaving and the date on which access ends.
• Invoices for work performed until the end date remain due.

15. Governing law and disputes

In short: Belgian law applies and we first try to solve any disagreement together.

Belgian law applies. The parties first try to resolve disputes in good faith. Competent Belgian courts have jurisdiction unless mandatory law requires otherwise. Questions about these terms: support@ninawa.net.