General
Terms and Conditions

As of: May 26, 2026

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Provider
upgreight Ltd.
Palaion Patron Germanou, 11
8011, Paphos
Cyprus
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VAT: CY60269479Z
E‑Mail: hello@upgreight.com
Web: www.upgreight.com

1 Scope of Application

These General Terms and Conditions (GTC) apply exclusively to businesses as defined by the applicable law for all contracts between upgreight Ltd. (hereinafter "Contractor") and its clients (hereinafter "Client") regarding the conception, design, development, and maintenance of websites, as well as all related services, unless otherwise expressly agreed upon in writing.

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2 Subject Matter and Scope of Services

1. The subject matter of each contract is the service described in the written offer.
2. The scope, schedule, (partial) acceptances, payment plan, and remuneration are exclusively set forth in the offer.

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3 Conclusion of Contract

A contract is concluded when the client accepts the offer in writing or electronically within the offer period. Amendments or additions require the contractor's written confirmation.

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4 Client's Obligations to Cooperate

1. The client shall provide all information, materials (texts, images, logos, etc.), and access required for the project in a timely, complete, and usable form and warrants that their use does not infringe any third-party rights.
2. The client indemnifies the contractor on first demand from all third-party claims arising from content supplied or commissioned by the client, and indemnifies against all incurred legal and defense costs.
3. Client's delay in providing feedback or cooperation for more than 14 calendar days entitles the contractor to invoice agreed interim or final payments and to adjust deadlines accordingly.

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5 Remuneration and Payment Terms

1. All prices are exclusive of the respective applicable statutory taxes, unless otherwise stated.
2. Invoices are payable without deduction within 10 calendar days from the invoice date, unless otherwise stipulated in the offer.
3. Only the payment schedules specified in the offer apply.
4. In case of payment default, statutory default interest rates apply according to the respective applicable law. The contractor is entitled to claim legally permissible dunning and collection costs.
5. If the client is in default for more than 10 calendar days, the contractor is entitled, after written notice, to suspend work until full payment is received. Services already rendered remain subject to remuneration.

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6 Acceptance

1. Partial acceptances may occur according to the project phases defined in the offer and apply to the respective accepted partial service.
2. After delivery, the client has 7 calendar days to report defects in writing; otherwise, the (partial) service is considered accepted.
3. Change requests after acceptance constitute additional services and will be billed at the current hourly rate.

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7 Rights of Use and Copyright

1. All rights to work results remain with the contractor until full payment.
2. After full payment, the customer receives a non-exclusive, geographically and temporally unrestricted right of use for the individually created work results.
3. Used third-party assets (e.g., stock photos, plugins, libraries) are subject to the license terms of their respective rights holders; the client only receives the rights resulting therefrom.
4. The contractor may use the completed project (screenshots, logo, link) as a reference for self-promotional purposes in portfolios, social media, and pitches, provided the client does not expressly object before the conclusion of the contract.‍
5. Raw and source files (e.g., Figma, PSD, or animation project files) remain the property of the contractor or the respective commissioned designers or freelancers, unless expressly agreed otherwise.

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8 Warranty and Liability

1. The contractor warrants that the services substantially comply with the agreed requirements at the time of acceptance.
2. Defects must be reported in writing without undue delay; the contractor has the right to rectify them twice.
3. The contractor assumes no liability for functional limitations resulting from third-party tools, Webflow hosting, browser updates, or external APIs.
4. The website is optimized for the current major versions of Chrome, Edge (Chromium-based), Firefox, and Safari. No guarantee of functionality is provided for outdated or future browser versions.
5. The contractor's liability – except in cases of intent, gross negligence, or injury to life, body, or health – is limited to foreseeable, typical damages and to an amount not exceeding the total contract sum.

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9 Force Majeure

Events beyond a party's control (e.g., war, pandemics, natural disasters, failure of power or internet infrastructure) release the affected party from its performance obligations for the duration of the disruption; deadlines shall be extended appropriately.

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10 Service & Support after Go-Live

After completion and acceptance, changes, maintenance, or extensions are not part of the warranty and will be billed – unless a maintenance contract exists – at the currently valid hourly rate or according to a separate offer.

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11 Confidentiality

Both parties shall treat all confidential information received in the course of the cooperation as strictly confidential and shall use it solely for the performance of the contract.

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12 Data Protection

1. The contractor processes the client's personal data exclusively for the purpose of contract execution in accordance with the GDPR.
2. Insofar as the contractor processes personal data on behalf of the client, the parties shall conclude a data processing agreement (DPA) in accordance with Art. 28 GDPR.

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13 Term and Termination

1. The contract formally ends upon complete performance of the services and their acceptance; warranty, liability, and confidentiality obligations, which remain valid until the expiry of the statutory limitation periods, shall remain unaffected by this.
2. The right to extraordinary termination for good cause remains unaffected; a good cause exists in particular if a party violates essential contractual obligations despite written warning or defaults on payment.

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14 Final Provisions

1. The law of the Republic of Cyprus shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of jurisdiction for all disputes arising out of or in connection with this contract shall be – to the extent permitted by law – Paphos, Cyprus.
3. Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. A provision that most closely approximates the economic purpose of the invalid provision shall be deemed agreed in place of the invalid provision.

Paphos, Cyprus, May 26, 2026
upgreight Ltd. – Julian Ortler

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