Services agreement

1. Parties

Provider: Timur Cimerman, živnosť (SZČO), company ID 56643454, tax ID 1130022674, registered at 29. augusta 5682/36A, 058 01 Poprad, entered in the trade register (Okresný úrad Poprad, č. 740-44854), e-mail info@klientera.com (the "provider" or "we").

Customer: the person who accepts this agreement in the Klientera panel under their own account, with the details from that account (name or company name, company ID and address if given, e-mail) (the "customer" or "you"). The customer can be a company, a sole trader or an individual without a company ID who is at least 18 years old.

Purpose of the order: the customer orders the services for their business or other activity (a "customer ordering for a business or other activity"), even without a company ID, for example before registering as a sole trader, as a freelancer, an association, a band or a business run in their own name. The company ID does not decide the purpose. An e-shop is used to sell goods, so it is always ordered for a business or other activity.

Exception: private website order: an individual who orders a website exclusively for private purposes, outside any business or earning (for example a personal page, a wedding, a hobby), is a consumer. They make this choice in the panel when accepting the agreement and it is stored in the acceptance record. Where the rules for a consumer differ, it says so. This agreement does not limit their mandatory statutory rights.

We conclude the agreement electronically as set out in section 9. The time of acceptance, the version and a fingerprint of the text are stored in an acceptance record, and we send you a copy by e-mail.

2. Subject of the agreement

This is a single agreement common to all Klientera services: website, e-shop, advertising and add-ons. The provider arranges and operates for the customer those services that the customer has ordered in the panel (the chosen plan and add-ons):

Website: design and build, hosting, management and edits within the subscription.
E-shop: a Shopify e-shop set up on the customer's own account and managed by the provider (Shopify fees are paid by the customer directly to Shopify).
Advertising (optional): management of Facebook and Instagram (Meta) ads in the Start, Growth or Pro package (from $59 per month). The ad budget paid to Meta is not part of the price.
Add-ons (optional): further services from the panel. The customer sees the price and scope before ordering.

Which provisions apply to the customer:

Provisions not marked with a service are common and apply to every customer.
Provisions marked Website apply only to a customer who has ordered a website. Provisions marked E-shop apply only to a customer who has ordered an e-shop. Provisions marked Advertising apply only where an advertising package has been ordered, and provisions marked Add-ons only where an add-on has been ordered.
Where the customer has not ordered a service, the provisions on that service do not apply to them. A customer with a website only is not bound by the e-shop rules, and a customer with an e-shop only is not bound by the website rules.
The services the customer has ordered are determined by their order in the panel (plan and add-ons). The acceptance record (section 9) evidences when the customer accepted this agreement and which version.
If the customer later orders a further service, the provisions on that service also apply from the time it is ordered, without concluding a new agreement. Confirming the order in the panel constitutes consent.

Scope, process and details are governed by the Terms of service (the Terms), which form part of this agreement. The free preview of the website or e-shop is non-binding and is not performance under this agreement. The process is: enquiry, preview, customer approval, payment and agreement, launch, handover and ongoing care.

3. Price and payments

The price follows the price list valid at the time of the order: website $69 per month, e-shop $179 per month, advertising packages and add-ons as listed. The price is in the currency shown in the panel. VAT is charged if the provider is a VAT payer, otherwise it is not.
The first payment is made at launch, after the customer has approved the preview and accepted this agreement, by card through Stripe. Once it is paid, we put the website or e-shop live.
Monthly in advance: the subscription renews and is charged automatically every month until the customer cancels it.
Prepaying 3, 6 or 12 months: with a 5% discount on the price. The prepaid period binds both parties and cannot be cancelled while it runs, except for a serious breach and the cases in section 4.
If a payment fails, we e-mail the customer and try again, with 1 month of grace as set out in the Terms.
We announce a price change at least 30 days in advance by e-mail, and the customer can cancel before it takes effect. Nothing beyond the subscription is charged without the customer's confirmation.

4. Term and termination

The agreement is concluded for an indefinite period, with no lock-in, with a monthly payment period.
The customer can terminate at any time without giving a reason and without a penalty, in the panel (Payments) or by e-mail. The service runs to the end of the month already paid, and no further payment is charged. A month already paid is not refunded.
The provider can terminate a monthly subscription without giving a reason, effective at the end of the month already paid. During a prepaid period (3, 6, 12 months) it can terminate only for a serious breach by the customer, in a case of force majeure, or if it ends the service entirely for all clients (in the last two cases it refunds the unused part pro rata).
A breach by the customer (non-payment even after the month of grace, unlawful content, spam, phishing, abuse, breaking Meta's rules) lets the provider suspend the service or terminate immediately, with no refund of the paid period.
A breach by the provider: an outage that is our fault and lasts over 48 hours in a row entitles the customer to terminate immediately, free of charge, even during a prepaid period, with a pro rata refund of the paid period.
Afterwards, points 5, 6 and 12 of the Terms apply: content export and a free domain transfer always, for a website the option to buy it out after 12 months, for an e-shop the Shopify account stays with the customer, and we keep data for another 30 days.

5. Ownership and rights

The domain and the content belong to the customer: the domain (in the customer's name, or managed by us on their behalf and transferred free of charge on request), texts, photos, logo, brand, products and e-shop content. The customer grants us the right to use it so we can build and run the service, and confirms they hold the rights to everything they supply.
The system code belongs to the provider: the template, our engine and the panel. The customer may use them for the term of the agreement. The source code of the site is obtained by buying it out under point 5 of the Terms.
E-shop: the Shopify store is created on the customer's account and is theirs; the provider only has collaborator access, which the customer can revoke at any time.
With the customer's agreement the provider may list the site as a reference. The customer may decline.

6. Customer cooperation and acceptance

Common to all services:

The customer supplies materials (texts, photos, logo, products, access), answers questions within a reasonable time and approves the preview before launch. The customer is responsible for the content they publish.
The customer must not use the service to spread unlawful content or infringe the rights of others; see point 8 of the Terms.

Website: acceptance of the website

After launch we send a handover e-mail and the panel shows a Website handover section. The customer confirms the website or reports objections (non-conformity with the agreed scope). We fix objections without undue delay.
If the customer neither confirms nor reports objections within 7 days of handover, the website is deemed accepted. Acceptance does not remove the right to have obvious defects reported later fixed and does not affect a consumer's statutory rights.

E-shop: acceptance of the e-shop

After the e-shop is launched we send a handover e-mail and the panel shows an Online store handover section. The customer checks the store, in particular products and prices, shipping, payment methods, tax settings, the store's legal pages (terms and conditions, returns and complaints policy, privacy policy) and a test order from start to finish.
The customer confirms the e-shop or reports objections (non-conformity with the agreed scope or an error in the store settings). We fix objections without undue delay.
If the customer neither confirms nor reports objections within 7 days of handover, the e-shop is deemed accepted. Acceptance does not remove the right to have obvious defects reported later fixed and does not affect a consumer's statutory rights.

E-shop: what is the customer's responsibility and what is ours

The customer's: the Shopify account belongs to the customer, who pays Shopify fees (the Shopify subscription, transaction fees, paid apps and themes) directly to Shopify. The payment gateway is set up in the customer's name and payouts from sales go to the customer's account.
The customer is the seller towards their own buyers. The customer sets prices and is responsible for sales, taxes, shipping, order fulfilment, complaints and returns, the content of the store's legal pages, and for ensuring that the products and their sale comply with the law.
A customer without a company ID is responsible for being permitted to sell under the law of their country (for example a trade licence). The provider does not check this.
Ours: setting up the e-shop and managing it within the subscription as set out in the Terms. We are not liable for outages or decisions of Shopify or payment gateways (point 13 of the Terms).

7. Liability

We provide the service with professional care. The provider's liability, its limit (at most the amount paid in the previous 3 months), the exclusion of lost profit, advertising results and third-party outages (Shopify, Meta, Vercel, Stripe, the domain registrar) and force majeure are governed by point 13 of the Terms. The limit does not apply to intent or gross negligence and does not apply to a consumer where the law forbids it.

8. Data protection (GDPR)

Our data about the customer we process as a controller under the Privacy policy.
Data of the customer's visitors and customers (forms, enquiries, orders, bookings from the site or e-shop) we process on your behalf. The customer is the controller and the provider is the processor. This section is also the data processing agreement under Art. 28 GDPR and applies for the term of the agreement.
Subject matter, purpose and type of data: running the website and e-shop and handling enquiries and orders; identification and contact details, message content and order data. Data subjects: the customer's visitors and customers.
Instructions: we process only on the customer's documented instructions (the agreement, panel settings, requests). People with access to the data are bound by confidentiality. We apply appropriate technical and organisational measures (encrypted transfer, access control, backups).
Sub-processors: Supabase (database, EU region), Vercel (hosting), Resend (e-mail), Shopify (e-shop only) and Stripe (payments). The current list is in the Privacy policy. We tell you in advance about changes and you can object. Transfers outside the EU rely on standard contractual clauses or EU-US Data Privacy Framework certification.
Assistance and incidents: we help the customer with data subjects' rights and risk assessment. We report a personal data breach without undue delay.
After termination we delete or return the data within 30 days as the customer instructs (content export), except what we must keep by law. The customer may ask for proof of compliance and for an audit of reasonable scope.

9. Electronic conclusion and delivery

The agreement is concluded when, in the panel before the first payment, the customer confirms the purpose of the order (section 1) and ticks agreement to the Agreement and the Terms of service. Ticking replaces a signature.
We store an acceptance record: customer, purpose of the order, version and fingerprint of the text of the agreement and the Terms, time, IP address, browser and e-mail. The customer receives a copy by e-mail with a link to the valid version. They can open the text for their version on this page at any time.
A consumer (only a private website order under section 1) also confirms before payment that (a) they ask us to start providing the service (launching the website) before the 14-day withdrawal period has ended, and (b) they acknowledge that if they withdraw after performance has begun they pay a proportionate amount for the time the service ran, and that once the service is fully performed the right of withdrawal ends. Details are in Refunds and cancellation.
A customer ordering for a business or other activity (with or without a company ID, always for an online shop) gives none of these consents; the consumer right of withdrawal does not apply.
We deliver to the e-mail in the account and to the panel. The customer keeps the e-mail up to date.

10. Final provisions

The agreement consists of this agreement and the Terms of service in the versions named in the acceptance record. In case of conflict this agreement prevails.
The agreement is governed by the law of the Slovak Republic. A consumer keeps the protection of the mandatory rules of their country of residence. Disputes with a customer ordering for a business or other activity are heard by the courts of the Slovak Republic.
We announce changes to the agreement and the Terms at least 30 days in advance by e-mail, and the customer may refuse them before they take effect by terminating. A new version is accepted by ticking again in the panel.
If any provision proves invalid, the others remain valid.
Questions, complaints and grievances: info@klientera.com.