Terms & Conditions

Who you are contracting with

These terms govern every quote, order and project between you and Vargu Digital L.L.C. The details below are published to satisfy Article 5 of the EU E-Commerce Directive (2000/31/EC), which requires a service provider to identify itself clearly.

• Registered name: Vargu Digital L.L.C.
• Email: legal@vargu.digital · Phone: +383 49 481 641

How a contract is formed

A quote or proposal from us is an invitation, not a binding offer, and stays open for 30 days unless it says otherwise. A contract comes into being when you accept a quote in writing — email is writing — or when you ask us to start work and we do.

Where a signed proposal, statement of work or master agreement says something different from these terms, that document wins on the point it covers. These terms fill every gap it leaves.

We do not accept your purchase-order terms, supplier portals or standard conditions unless we have agreed to them in writing and signed them.

Scope of work and changes

What we will deliver is whatever the accepted quote or statement of work describes — no more and no less. Anything not written there is not included.

Changes

You can ask for changes at any time. We will tell you in writing what the change does to the price and the timeline before we act on it. Work on a change starts once you approve that in writing.

Feedback rounds

Unless the quote says otherwise, design work includes two rounds of consolidated feedback. Further rounds are charged at our then-current rate.

What we need from you

Projects stall for predictable reasons. To avoid them, you agree to:

• give us the content, assets, access and approvals we ask for, in reasonable time;
• name one person who can make decisions and sign things off;
• make sure you own, or are licensed to use, every logo, image, font, text and dataset you give us, and that our using it will not infringe anyone's rights;
• keep your own credentials secure;
• comply with our Acceptable Use Policy where we host or operate anything for you.

If a project is blocked on your side for more than 30 days, we may invoice the work completed to that point and reschedule the remainder into our next available slot.

Timelines

Dates we give are considered estimates based on the information available when we give them, and they assume you meet the responsibilities above. They are not of the essence unless a signed statement of work says explicitly that they are.

Where we advertise a project going live in a stated number of weeks, that period runs from the date we have everything we need from you — not from the date you accept the quote.

Fees, invoicing and late payment

Prices and taxes

Prices are exclusive of VAT and any other tax or duty, which are added where applicable. If you are a business established in the EU with a valid VAT number, the reverse-charge mechanism may apply and it is your responsibility to account for VAT in your own country.

Payment schedule

Unless agreed otherwise, we invoice 50% before work begins and 50% on delivery. Ongoing services are invoiced monthly in advance. Invoices are payable within 14 days of the invoice date.

Late payment

Where the contract is with a business established in the EU and governed by the law of an EU member state, Directive 2011/7/EU on combating late payment in commercial transactions applies. Under it we are entitled, without needing a reminder, to:

• statutory interest on the overdue amount at the reference rate of the European Central Bank plus at least eight percentage points; and
• a fixed sum of at least €40 as compensation for recovery costs, plus reasonable further costs of recovery.

Where that Directive does not apply, overdue amounts carry interest at 8% per year above the ECB reference rate on the same basis.

If an invoice is more than 21 days overdue we may suspend work and access to hosted services after giving you written notice. We will not delete anything during a suspension.

Who owns what

Your deliverables

On full payment of all sums due, we assign to you, absolutely and for the full term of the rights worldwide, all intellectual property rights in the deliverables we created specifically for you — including source code, designs and the brand assets in your statement of work. Before full payment, you hold no rights in them beyond reviewing them.

What stays ours

We keep ownership of the general know-how, methods, internal libraries, boilerplate and development tooling we bring to the work and reuse across clients. Where a deliverable contains any of it, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that deliverable — including the right to modify it and to have someone else maintain it. This licence cannot be revoked once payment is complete.

Third-party and open-source components

Deliverables may include third-party or open-source components licensed under their own terms, which we will identify on request. Those components are licensed, not assigned, and your use of them is subject to their licences. Paid third-party assets — fonts, stock photography, plugins — are licensed in your name where the supplier allows it, and their cost is yours unless the quote says we cover it.

Leaving

Once you have paid in full, you may take the deliverables elsewhere at any time. On request we will provide the source code and an export of your data in a common, reusable format, at no charge beyond a reasonable amount for the time involved in any unusual migration work.

Showing the work

We may describe and show work we have done for you in our portfolio, proposals and social channels, including your name and logo, once it is public. Tell us in writing if you would rather we did not, and we will not — no explanation needed, and it will not affect anything else in our relationship. Confidential material is never shown either way.

Hosting and ongoing services

Some clients ask us to host and maintain what we build; others host it themselves. Where we host or operate a system for you:

• the service is subject to our Acceptable Use Policy;
• we take regular backups, but you remain responsible for keeping your own copy of anything you cannot afford to lose;
• we aim for continuous availability but do not commit to an uptime percentage unless a separate service-level agreement says so;
• we may carry out maintenance that briefly interrupts service, giving you advance notice where it is planned;
• either of us may end the hosting arrangement on 30 days' written notice, and we will help you migrate.

Where you host the system yourself, responsibility for its availability, backups, updates and security passes to you on handover.

Data protection

Each of us complies with applicable data-protection law, including the GDPR and Kosovo's Law No. 06/L-082.

Where we process personal data on your behalf — for example inside a CRM we built or a site we host — you are the controller and we are the processor. In that case GDPR Article 28(3) requires a written data processing agreement, and we will sign one with you before that processing begins. Our standard Data Processing Agreement is published in full and forms part of these terms once incorporated or signed.

You confirm that you have a lawful basis for the personal data you ask us to process, and that you have given the people concerned the information they are entitled to. We will not use your data for our own purposes at any point.

How we handle personal data as a controller in our own right is set out in our Privacy Policy.

Confidentiality

Each of us will keep the other's non-public information confidential, use it only for the project, and protect it at least as carefully as our own. This does not apply to information that is already public through no fault of ours, that we already held, that we develop independently, or that we are legally required to disclose — in which case we will tell you first where we are allowed to.

These obligations continue for three years after the project ends, and indefinitely for anything that is a trade secret.

Warranties and what we do not promise

We warrant that we will perform the services with reasonable care and skill, in a manner consistent with generally accepted industry practice, and that the deliverables will materially conform to the statement of work.

If a deliverable does not conform, tell us within 30 days of delivery and we will fix it at no charge. That is your primary remedy for defects.

Beyond that, and to the extent the law allows, we do not give implied warranties. Specifically we do not warrant that software will be free of all defects, that it will run uninterrupted, that it will achieve any particular commercial result, ranking or revenue, or that it will remain compatible with third-party services whose behaviour changes outside our control.

Liability

Nothing in these terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, and because this is a business-to-business contract:

• neither of us is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, or for any indirect or consequential loss; and
• our total liability arising out of a project, whether in contract, tort including negligence, or otherwise, is limited to the total fees you paid us for that project in the twelve months before the claim arose.

You will indemnify us against claims arising from material you supplied to us, or from your use of a deliverable in a way these terms do not permit.

Ending the contract

Either of us may end a project on 30 days' written notice, or immediately if the other commits a material breach that is not put right within 14 days of being asked in writing, or becomes insolvent.

If a project ends early you pay for work completed and for commitments we cannot cancel. Once those are settled, the ownership terms in section 7 apply to what has been delivered — you do not lose the rights to work you have paid for because the relationship ended.

Sections covering intellectual property, confidentiality, data protection, liability and governing law survive termination.

Events outside our control

Neither of us is liable for failing to perform because of something genuinely outside our reasonable control — including infrastructure or network failure at a provider, government action, armed conflict, natural disaster or a widespread outage. The affected party tells the other promptly and both make reasonable efforts to work around it. If it lasts more than 60 days, either of us may end the affected work without penalty.

Subcontracting and assignment

We may use carefully selected subcontractors and remain fully responsible for their work as if it were our own. Where a subcontractor would process your personal data we follow the authorisation rules in section 9.

Neither of us may assign the contract without the other's written consent, which will not be unreasonably withheld, except as part of a transfer of the whole business.

Governing law and disputes

These terms and any dispute arising out of them are governed by the laws of the Republic of Kosovo, and the courts of Kosovo have exclusive jurisdiction.

Nothing here removes any mandatory protection you have under the law of the country where you are established that cannot be excluded by agreement.

Before starting proceedings, both of us agree to try to resolve the dispute by talking — a written notice setting out the problem, then 30 days to sort it out in good faith. This does not stop either of us seeking urgent injunctive relief.

Changes to these terms

We may update these terms for new projects at any time; the version that applies to your project is the one in force when the contract was formed. For ongoing services we will give you 30 days' written notice of a material change, and you may end the affected service within that period if you do not accept it.

These terms were last updated on 12 September 2026.