Last Update: June 16, 2025
These Terms and Conditions (“Terms”) govern the provision of website development services by Veronica Hristova, a.k.a. Veronica Ester on social media, a web developer located at Varna, Bulgaria (“VS Theme,” “we,” “us,” or “our”), to its clients (“Client” or “you”). These services are provided for efficient and high-quality website development. By engaging VS Theme for website development services, you agree to be bound by these Terms.
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Introduction
1.1. These Terms, together with any signed Project Proposals, Statements of Work (SOWs), or other written agreements between VS Theme and the Client, constitute the entire agreement (“Agreement”) between the parties concerning the website development services.
1.2. The services provided hereunder are exclusively for website design, development, and related services, as detailed in the Project Proposal/SOW.
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Definitions
- “VS Theme”: Refers to the web developer, Veronica Hristova, the provider of website development services.
- “Client”: Refers to the individual or entity engaging VS Theme’s services.
- “Project”: The specific website development work undertaken by VS Theme for the Client, as defined in the Project Proposal/SOW.
- “Project Proposal” / “Statement of Work (SOW)”: A written document detailing the scope of work, deliverables, timelines, and costs for a specific Project.
- “Deliverables”: The tangible outputs of the Project, including but not limited to website design files, source code, content, databases, and any other materials explicitly stated in the Project Proposal.
- “Client Content”: All materials, information, photographs, text, graphics, logos, trademarks, and data provided by the Client to VS Theme for use in the Project.
- “Third-Party Services”: Services or products provided by entities other than VS Theme (e.g., hosting providers, stock photo agencies, payment gateways, specific plugins).
- “Intellectual Property Rights” (IPR): All present and future rights anywhere in the world in relation to copyrights, trademarks, service marks, designs, patents, know-how, trade secrets, and other proprietary rights.
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Services
3.1. VS Theme agrees to perform website design and development services as outlined in the mutually agreed-upon Project Proposal or Statement of Work (SOW). Any services not explicitly listed in the Project Proposal are considered outside the scope and may incur additional charges.
3.2. Out of Scope Work: Any work requested by the Client that falls outside the defined scope of the Project Proposal will be quoted separately and require written approval from both parties before commencement.
3.3. Revisions: The Project Proposal will specify the number of design and development revisions included. Additional revisions beyond the agreed number will be charged at VS Theme’s then-current hourly rate.
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Client Responsibilities
4.1. Provision of Content: The Client is responsible for providing all Client Content in a timely manner and in the formats requested by VS Theme. Delays in providing content may result in delays in project completion and may incur additional costs.
4.2. Content Accuracy: The Client is solely responsible for the accuracy, legality, and completeness of all Client Content provided. VS Theme is not responsible for any errors or omissions in the Client Content.
4.3. Approvals: The Client is responsible for promptly reviewing and approving (or providing feedback on) all designs, layouts, content, and development stages as presented by VS Theme. Delays in approvals may impact the Project timeline.
4.4. Third-Party Services: The Client is responsible for securing and paying for any necessary third-party services (e.g., domain registration, web hosting, SSL certificates, premium plugins, software licenses) unless explicitly stated as included in the Project Proposal.
4.5. Cooperation: The Client agrees to cooperate with VS Theme in all reasonable aspects of the Project.
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Project Process and Timelines
5.1. Project Initiation: The Project will commence upon receipt of a signed Project Proposal and the initial payment as specified therein.
5.2. Milestones: The Project Proposal will outline key milestones and estimated timelines. These timelines are estimates and are subject to change based on Client responsiveness, scope changes, or unforeseen technical issues.
5.3. Testing: Upon completion of the development phase, VS Theme will conduct internal testing. The Client will then be given a reasonable period (e.g., 7-14 days) to review and test the website. Any bugs or issues identified during this period that fall within the scope of the Project will be rectified by VS Theme.
5.4. Launch/Deployment: Once the Client provides final approval, VS Theme will deploy the website to the Client’s chosen hosting environment or give full access to the project’s files.
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Payment Terms
6.1. Fees: The Client agrees to pay VS Theme the fees specified in the Project Proposal. All fees are quoted in EUR and are exclusive of any applicable taxes (e.g., VAT, sales tax), which will be added where required by law.
6.2. Payment Schedule: Payment will be made according to the schedule outlined in the Project Proposal (e.g., initial deposit and final payment upon completion).
6.3. Invoicing: Invoices will be issued in accordance with the payment schedule.
6.4. Refunds: All payments are non-refundable once work has commenced on the Project, unless otherwise agreed in writing.
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Intellectual Property
7.1. Client Content: The Client grants VS Theme a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, adapt, publish, and display the Client Content solely for the purpose of performing the Project. VS Theme agrees that Client Content, including but not limited to photos and design elements provided by the Client, will not be used for any other projects or purposes outside of the specific Project for which it was provided.
7.2. Project Deliverables: Upon full and final payment of all Project fees, VS Theme will transfer (assign) to the Client all Intellectual Property Rights in the custom design elements (e.g., unique graphic design, layouts) and custom code specifically developed for the Client as part of the Deliverables, as outlined in the Project Proposal. This assignment excludes any third-party components (e.g., open-source libraries, stock images, licensed fonts)
7.3. Credit/Portfolio & Resale Rights: Upon full and final payment of all Project fees, VS Theme agrees not to include any credit links (e.g., “Designed by VS Theme”) in the footer or any other part of the developed website. The Client shall have full and exclusive ownership of the custom design elements and custom code developed specifically for the Project, as assigned under clause 7.2. The Client is hereby granted the unconditional right to resell, license, or otherwise transfer the Project and its Deliverables as their own, without any further obligation or attribution to VS Theme, except for the continued adherence to the terms of any third-party licenses for components not owned by VS Theme. VS Theme will not use the completed Project in its portfolio or marketing materials without the Client’s explicit written consent.
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Confidentiality
8.1. Both parties agree to keep confidential all non-public information, materials, and data (“Confidential Information”) provided by the other party, including but not limited to business strategies, technical information, trade secrets, and client data.
8.2. Confidential Information shall not be disclosed to any third party, except to contractors or agents who have a need to know and are bound by similar confidentiality obligations, or as required by law.
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Limitation of Liability
9.1. To the maximum extent permitted by law, VS Theme shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not VS Theme has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
9.2. In no event shall VS Theme’s aggregate liability for any and all claims arising out of or related to this Agreement exceed the total fees paid by the Client to VS Theme for the specific Project giving rise to the claim.
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Indemnification
10.1. The Client agrees to indemnify, defend, and hold harmless VS Theme, its contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable legal fees) arising from or relating to:
- (a) The Client’s breach of any representation, warranty, or covenant in this Agreement.
- (b) The Client Content, including any claim that the Client Content infringes upon the Intellectual Property Rights or other rights of any third party.
- (c) The Client’s use of the Deliverables, particularly if such use is outside the scope of the Project or these Terms.
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Warranties and Disclaimers
11.1. VS Theme Warranty: VS Theme warrants that the Deliverables will substantially conform to the specifications set forth in the Project Proposal for a period of 30 days following deployment (“Warranty Period”). During this period, VS Theme will, at no additional charge, correct any bugs or errors in the code specifically developed by VS Theme that cause the website to not function as intended. This warranty does not cover issues arising from:
- (a) Client modifications to the code or hosting environment.
- (b) Third-party software, plugins, or services.
- (c) Browser incompatibilities not specified in the Project Proposal.
- (d) Issues related to client-provided content or data.
Disclaimer: except as expressly provided in these terms, VS Theme makes no warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. VS Theme does not warrant that the services or deliverables will be uninterrupted or error-free, or that all defects will be corrected
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Termination
12.1. Termination by Either Party: Either party may terminate this Agreement:
- (a) For convenience, by providing [e.g., 30] days’ written notice to the other party. In such a case, the Client will be responsible for all services rendered and expenses incurred up to the effective date of termination, calculated at VS Theme’s standard hourly rates, plus any agreed-upon termination fees.
- (b) For material breach of these Terms by the other party, provided that the breaching party has been given [e.g., 14] days’ written notice to cure the breach and has failed to do so.
12.2. Effect of Termination: Upon termination, all outstanding payments become immediately due. VS Theme will transfer all completed Deliverables for which payment has been received. Any work in progress for which payment has not been made will remain the property of VS Theme. The provisions relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination.
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Force Majeure
13.1. Neither party shall be liable for any delay or failure to perform its obligations under these Terms caused by circumstances beyond its reasonable control, including, but not limited to war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
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Governing Law and Dispute Resolution
14.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of [Your State/Country], without regard to its conflict of laws principles.
14.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through [Choose one: (a) binding arbitration in accordance with the rules of [Arbitration Body], OR (b) litigation in the courts located in [Your City, Your State/Country]]. The prevailing party in any legal action shall be entitled to recover its reasonable attorneys’ fees and costs.
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Entire Agreement
15.1 These Terms, together with the Project Proposal/SOW, constitute the entire agreement between the Client and VS Theme and supersede all prior discussions, agreements, and understandings, whether written or oral.
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Severability
16.1. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
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Amendments
17.1. These Terms may only be amended or modified by a written instrument signed by duly authorized representatives of both VS Theme and the Client.
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Notices
18.1. All notices or other communications required or permitted under these Terms shall be in writing and delivered personally, by certified mail, return receipt requested, or by email with confirmation of receipt, to the addresses specified in the Project Proposal or as otherwise provided by either party.
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Contact Information
If you have any questions about these Terms, please send a message to: vs_theme@abv.bg