General terms of service

MB "Novafy", company code 308170527, registered office Šilo g. 1, Nosėnų k., Videniškių sen., LT-33292 Molėtų r. sav., Lithuania (Novafy), provides software development, website development, integration, IT consulting and maintenance services under these general terms (the Terms). Terms version 1.0, effective from 2026-11-10.

1. Definitions

1. Client — the legal entity or individual ordering the Services.
2. Proposal — a commercial proposal by Novafy setting out the scope, timeline, price and payment schedule.
3. Agreement — the Proposal accepted by the Client together with these Terms and the Data Processing Terms, and any individual contract signed by the parties.
4. Services — the work described in the Proposal or Agreement.
5. Deliverables — source code, designs, documentation and other materials created for the Client.
6. Client portal — Novafy's online system where the Client sees projects, proposals, invoices, files and messages.
7. Business day — a working day in the Republic of Lithuania.

2. Formation of the Agreement

1. The Agreement is concluded when the Client accepts the Proposal in the Client portal, signs the Proposal or an individual contract (including by electronic signature), or confirms the Proposal in writing (by email) and pays the prepayment.
2. When accepting in the Client portal, the Client enters their name and position and confirms agreement with the Terms. Novafy records the time of acceptance and the IP address. The parties agree that such acceptance satisfies the requirement of written form and has the same legal effect as a signed document.
3. The person accepting on behalf of the Client confirms that they are authorised to represent the Client.
4. A Proposal is valid for the period stated in it. If it is accepted after that, Novafy may update the timeline and price.
5. In case of conflict the following order of precedence applies: individual contract, Proposal, Data Processing Terms (for personal data matters), these Terms.

3. Provision of Services

1. Novafy provides the Services professionally, following good software engineering practice, and appoints a contact person for the Client.
2. Novafy may use subcontractors and is responsible for their work as for its own.
3. Novafy keeps the Client informed of progress in the Client portal or as otherwise agreed.
4. Timelines in the Proposal are estimates and run from receipt of the prepayment and all information needed to start. They are extended accordingly if the Client is late with materials, feedback or access, changes the scope, or is late with payment.

4. Client obligations

1. Provide the information, content, access and decisions needed for the work on time, and feedback within 5 business days unless agreed otherwise.
2. Ensure that content provided by the Client (texts, images, trademarks, data) does not infringe third-party rights or the law.
3. Appoint a responsible person authorised to make decisions.
4. Pay for the Services on time.

5. Change requests

1. Work not described in the Proposal is a change request. Novafy estimates it and agrees it with the Client (in the Client portal or by email) before starting.
2. Unless agreed otherwise, changes are charged at the current hourly rates: development EUR 45/h, consulting EUR 55/h, maintenance EUR 50/h.

6. Price and payment

1. The price and payment schedule are set out in the Proposal. Unless stated otherwise: 50% prepayment on conclusion of the Agreement and 50% on acceptance of the Deliverables.
2. Invoices are payable within 14 days of issue, by bank transfer or by card in the Client portal.
3. Novafy is not registered for VAT, so no VAT is charged. If Novafy becomes registered for VAT, VAT will be charged as required by law on invoices issued from the date of registration.
4. If payment is late, Novafy may claim statutory late-payment interest (for commercial transactions — under the Lithuanian Law on the Prevention of Late Payment in Commercial Transactions) and, after 5 business days' notice, suspend the Services until payment is received. Timelines do not run during suspension.
5. Time-and-materials work is recorded in 15-minute increments and reported in the Client portal.
6. Third-party fees (hosting, domains, licences, app store fees) are not included unless stated in the Proposal.

7. Delivery and acceptance

1. When the work or a stage is complete, Novafy notifies the Client and makes the Deliverables available for review.
2. Within 10 business days the Client reviews the Deliverables and either accepts them or sends a reasoned list of defects in writing. Novafy fixes justified defects within a reasonable time and resubmits.
3. The Deliverables are deemed accepted if the Client sends no reasoned comments within that period or starts using them in its business. Minor defects that do not prevent use are not grounds for refusing acceptance and are fixed under the warranty.

8. Warranty

1. Novafy provides the warranty stated in the Proposal (90 days from acceptance if not stated) and fixes, free of charge, errors that cause the Deliverables not to work as agreed.
2. The warranty does not cover errors caused by changes made by the Client or third parties, changes in third-party services, libraries or platforms, the hosting environment, improper use or new requirements.
3. After the warranty period, support is provided under a maintenance plan or at the hourly rate.

9. Intellectual property

1. Upon full payment for the relevant Deliverables, all economic copyrights in the Deliverables created specifically for the Client are transferred to the Client, including the rights to reproduce, modify, adapt, distribute, publicly display, make available online and transfer these rights to others, without limitation of territory or time. Until full payment the Client may use the Deliverables for testing only.
2. Novafy retains its rights in tools, libraries, templates, components and know-how created before the Agreement or for general use. To the extent they are part of the Deliverables, the Client receives a non-exclusive, perpetual, irrevocable, royalty-free licence to use and modify them as part of the Deliverables.
3. Open-source and third-party components are subject to their own licences. Novafy does not use components whose licences restrict normal commercial use of the Deliverables unless agreed with the Client.
4. Novafy may mention the Client and the project in its portfolio or marketing only with the Client's consent.
5. For template-based websites, the design template is licensed to the Client for use on its website; exclusive rights in the template itself are not transferred.

10. Confidentiality

1. Each party keeps confidential, and uses only for performing the Agreement, the other party's confidential information (commercial, technical and financial information, credentials, code) received under the Agreement.
2. This does not apply to information that is public through no fault of the receiving party, was lawfully known before receipt, was received from a third party without a duty of confidentiality, or must be disclosed by law.
3. Confidentiality obligations apply during the Agreement and for 3 years after it ends.

11. Personal data

Where Novafy processes personal data on the Client's behalf while providing the Services (for example, building, hosting or maintaining a system with user data), Novafy acts as processor and the Client as controller, and the Data Processing Terms apply as an integral part of the Agreement. Novafy processes the data of the Client's representatives in accordance with its Privacy Policy.

12. Liability

1. Each party is liable for direct losses caused by its breach of the Agreement.
2. Novafy is not liable for indirect losses, lost revenue or profit, loss of data where the Client did not allow backups to be made, or business interruption.
3. Novafy's total liability under the Agreement is limited to the amount paid by the Client under that Agreement in the 12 months before the damage occurred.
4. These limitations do not apply to damage caused intentionally or by gross negligence, or where the law does not allow liability to be limited.
5. Novafy is not liable for outages of third-party services (hosting, payments, email, APIs) but will help resolve them.

13. Force majeure

The parties are released from liability where performance is prevented by force majeure as defined in the Civil Code of the Republic of Lithuania. The affected party must notify the other within 5 business days.

14. Term and termination

1. A project Agreement remains in force until all obligations are fulfilled. A maintenance agreement is for an indefinite term.
2. The Client may terminate a project Agreement at any time with 10 business days' written notice, paying for work done up to termination (at the hourly rate, but not more than the Proposal price) and Novafy's non-refundable costs; the prepayment is set off.
3. Either party may terminate a maintenance agreement with 30 days' written notice.
4. Novafy may terminate the Agreement if the Client is more than 30 days late with payment or materially breaches the Agreement and does not remedy the breach within 10 business days of notice.
5. On termination, the paid-for Deliverables are handed over to the Client and each party returns or destroys the other's confidential information.

15. Consumers

1. Where the Client is an individual acting outside their trade, business or profession (a consumer), nothing in these Terms limits the consumer's mandatory statutory rights.
2. A consumer who concludes the Agreement at a distance may withdraw from it within 14 days without giving a reason by notifying [email protected]. If the consumer asked for the Services to start earlier, they pay for the part of the Services provided before the notice of withdrawal. The right of withdrawal is lost once the Services have been fully performed at the consumer's request.
3. A consumer may also refer a dispute to the State Consumer Rights Protection Authority of Lithuania (www.vvtat.lt).

16. Notices

Notices are sent via the Client portal or by email: to Novafy at [email protected] (contracts) or [email protected] (support); to the Client at the email address given in the Agreement or the Client portal. A notice is deemed received on the business day after it is sent.

17. Governing law and disputes

1. The Agreement is governed by the laws of the Republic of Lithuania.
2. Disputes are resolved by negotiation and, failing agreement within 30 days, by the courts of the Republic of Lithuania at Novafy's registered office, unless mandatory law provides otherwise.

18. Changes to the Terms

Novafy may change these Terms by publishing a new version on its website. Agreements already concluded remain subject to the version in force when they were concluded unless the parties agree otherwise. For maintenance agreements a new version applies 30 days after notice to the Client unless the Client terminates within that period.