General Terms and Conditions

These terms govern every subscription and service between Noctixal (the operator identified at the top of this page) and the client. They apply to orders placed on noctixal.com and to orders concluded by email or in writing.

1. Professional clients only

Noctixal’s services are offered exclusively to professionals acting for business purposes. By ordering, the client declares that the purchase is made in the course of their trade, business, or profession. A VAT number, RCS number, or business permit number is required at the time of ordering. Consumer-protection rules for private individuals, including any right of withdrawal for distance contracts, do not apply to contracts under these terms.

2. The offer

Noctixal provides websites and custom software as a managed subscription: a one-time setup fee of EUR 1,000 (excluding VAT) per project, plus a monthly subscription per the tier and plan selected at ordering. What each tier includes (pages, languages, capabilities, support response times, included change hours, backups, and any uptime commitment) is stated on the configurator at the time of ordering and restated in the order confirmation. That statement is the binding description of the service. Included services at the Business and Tool tiers and above (analytics, uptime monitoring, SEO basics, Google Business profile setup and upkeep) are provided within the tier’s included hours.

Plans. Each tier at or above the recommended tier is offered on three plans: monthly (no commitment), 1-year, and 2-year, at the prices published at ordering. Tiers below the recommended tier are offered on the monthly plan only.

Pages beyond the tier’s included count are charged at EUR 2 per page per month, as selected by the client in the configurator or added later in writing.

Third-party licences (for example an external booking system, newsletter service, managed WordPress hosting, or dedicated server hardware) are passed through at the supplier’s exact price, with no markup: billed at supplier price; if the supplier changes its price, the client’s price changes with it, with effect from the supplier’s change and written notice. Noctixal earns nothing on licences.

3. Ordering and conclusion of the contract

Orders are placed online by configuring a project, accepting these terms and the order contract via checkbox, and paying the setup fee, or in writing. The contract is concluded when Noctixal confirms the order by email. Noctixal records the accepted terms and contract version, the time of acceptance, and the technical order data as proof of conclusion.

Scope validation. Every online order is reviewed by Noctixal within 24 hours (business days) before the build starts. If the ordered tier does not match the described need, Noctixal proposes the correct configuration before the build starts. The client may accept the corrected configuration or cancel the order; if the client cancels at this stage, the setup fee is refunded in full.

4. Setup fee, build, and delivery

The setup fee of EUR 1,000 (excluding VAT) is due at ordering and covers the build and, on the monthly plan, the handover described in Section 6. No work is performed and no code is delivered without the setup fee. From the moment Noctixal validates the build (the completed scope validation), the setup fee is non-refundable, except as provided under the delivery guarantee below.

Noctixal builds the project per the validated configuration and notifies the client when it is delivered for review.

Delivery guarantee. Noctixal commits to a delivery window of 2 weeks for website projects and 4 weeks for custom software projects, on every tier. Whether a submission is complete and clear is judged BEFORE acceptance: an incomplete or unclear order is clarified by email or declined, and never reaches acceptance, contract, or payment. Once accepted, the window begins when the setup fee is paid and runs unconditionally: no pause, and no further confirmation step. The window ends when Noctixal notifies the client that the build is complete and delivers the project for review: delivery stops the clock. Revision rounds, change requests, and go-live approval take place after delivery and can never extend the window or trigger this guarantee.

Changes after delivery are governed by the tier’s included hours (Section 9), with work beyond them billed at the hourly rate. Requests that would amount to a rebuild are not covered by this guarantee: the client either accepts the delivered work or agrees a new scope as separate paid work. No refund arises from disagreement about changes.

This guarantee therefore applies to one situation only: Noctixal failing to deliver within the window that started at the setup payment. In that case, Noctixal offers the client the choice between two options, and the client decides: (a) an extension with a new delivery date agreed in writing, so the work is finished properly, or (b) cancellation of the order with a refund of 70% of the setup fee. Under option (b) the order ends and no deliverables are handed over: no source code, no content export, no hosting. The retained 30% covers the work performed and transaction costs.

5. Go-live approval, billing start, and term

After delivery, the client approves go-live via the link provided. The project is deemed approved if the client neither approves nor objects in writing within 10 days of the delivery notice; Noctixal sends at least one reminder within that period.

Hosting is billed only after the client approves go-live (or after deemed approval). The monthly subscription starts on the first day of the month following approval, and any committed term (1-year or 2-year plan) runs from that date.

After a committed term ends, the contract continues month-to-month at the committed plan’s rate. The monthly plan, and any contract after its committed term, may be terminated by either party with one month’s notice to the end of a calendar month, in writing (email is sufficient). Noctixal sends a courtesy reminder approximately 60 days before a committed term ends.

6. Cancellation and handover (monthly plan)

On the monthly plan the client may cancel at any time with one month’s notice to the end of a calendar month. Hosting and all Noctixal-operated services then end. Within 14 days of the end date, Noctixal delivers the handover package: the full source code of the client’s site or application, and a complete export of the client’s content and assets in structured, standard formats. The handover does not include Noctixal-hosted services: the CMS backend service, monitoring, analytics, and shared infrastructure, which remain Noctixal’s and are decommissioned for the client at the end date. The client is free to host and develop the delivered code elsewhere.

7. Early termination of a committed plan

If the client terminates a 1-year or 2-year plan before the end of its committed term for a reason other than a material breach by Noctixal, the client owes 50% of the committed monthly fees remaining until the end of the term, capped at six months of committed fees. The setup fee is not refunded. Upon settlement, Noctixal provides the handover package described in Section 6.

Either party may terminate with immediate effect for material breach that remains uncured 15 days after written notice.

8. Prices and payment

All prices are in EUR and exclude VAT. Luxembourg VAT (17%) applies unless the reverse-charge mechanism applies (Article 196 of the EU VAT Directive, EU business clients with a valid VAT number).

• Setup fee: paid at ordering through the payment provider, or by bank transfer against invoice within 14 days for orders concluded in writing.
• Monthly subscription: collected by SEPA Core direct debit under the mandate signed at ordering, starting per Section 5. Each collection is pre-notified by email with the invoice.
• Annual prepayment (optional, committed plans): the client may pay 12 months at the committed plan price in advance, invoiced yearly and payable by bank transfer. Annual prepayment carries no additional discount.

SEPA refunds do not extinguish the debt. If a direct debit is refunded or returned, the corresponding invoice remains due and payable immediately. Noctixal may suspend services 8 days after written notice of the outstanding amount, and recovery costs plus late-payment interest under the Luxembourg law of 18 April 2004 on late payment in commercial transactions apply.

Late payment of any invoice is governed by Section 18 (Non-payment).

9. Included hours and additional work

Tiers that include monthly hours cover on-demand changes and the included services of Section 2 with priority handling. Unused hours carry over for up to three months, then expire. Larger, scoped work (including marketing campaigns and advertising) is quoted as a separate project. Work beyond the included hours is billed at EUR 90 per hour (excluding VAT) after written approval of the effort.

10. Client cooperation and placeholder go-live

The client supplies the content requested for the build (text, images, business information) through the onboarding process. If requested content is missing 14 days after build validation, and after at least two written reminders, Noctixal completes and delivers the project using neutral, professional placeholder content; Section 5 then applies to its approval. Content supplied afterwards is integrated using the tier’s included hours. Placeholder content is always generic and professional; Noctixal never invents claims about the client’s business.

11. Support, SLA, and service credits

Support response times per tier are stated at ordering. Business hours are Monday to Friday, 09:00 to 17:00 (CET/CEST), excluding Luxembourg public holidays. Response-time commitments are measured in business hours and cover the initial qualified response, not resolution.

Where a tier carries a contractual uptime commitment, it is measured monthly, excluding announced maintenance windows and force majeure. If the commitment is missed, the client receives a service credit of 5% of that month’s subscription fee per commenced 0.1% of missed uptime. Total service credits are capped at one month’s subscription fee per contract year. Service credits are the sole remedy for missed service levels.

12. Hosting, data, and export

Hosting runs on infrastructure provided by Hetzner Online GmbH (Germany/EU). Included storage per tier (site or application, media, and database) is 1 GB (Starter/Automation), 3 GB (Essential/Integration), 10 GB (Business/Tool), and 25 GB (Growth/Suite); Platform and System run on dedicated hardware, where the limit is the provisioned server’s own capacity, sized up at supplier cost when more is needed. Beyond an included ceiling the client chooses: EUR 2 per additional GB per month, or the next tier. A technical hard stop applies at 150% of the ceiling. Traffic is not metered; fair use applies (one business, one site or application). Client data stays in the EU. Backups run per the ordered tier. On termination of the contract, for any reason, Noctixal provides the handover package of Section 6 and keeps the export available for 30 days after the end of the contract.

13. Ownership and intellectual property

On full payment of the setup fee, and subject to Section 18, the client owns the content, designs, and project-specific code of their build. Noctixal retains ownership of generic tooling, internal libraries, and reusable patterns, and grants the client a perpetual licence to the ones embedded in the project. Noctixal may reference the project (name, short description, screenshots) in its portfolio; the client may opt out in writing at any time.

14. Confidentiality

Both parties keep confidential information confidential during and after the contract. This covers business information, source code, designs, customer data, and anything marked or reasonably understood as confidential.

15. Liability

Noctixal’s total liability is limited to the amounts paid by the client in the 12 months preceding the event giving rise to the claim. Indirect and consequential damages (loss of profit, goodwill, or business opportunity) are excluded to the extent Luxembourg law permits. Force majeure suspends obligations for the duration of the event.

16. Data protection

Personal data is processed per the Privacy Policy, which names the processors involved and the applicable retention periods.

17. Changes to these terms

These terms are versioned. The version accepted at ordering governs that contract for any committed term. Changes applying afterwards are announced in writing with one month’s notice; if the client does not object before they take effect, they apply from the next renewal.

18. Non-payment

Reminder and late-payment interest. If an invoice remains unpaid 15 days after its due date, Noctixal sends a written reminder. From the due date, late-payment interest and recovery costs apply as provided by the Luxembourg law of 18 April 2004 on late payment in commercial transactions, as amended (implementing Directive 2011/7/EU), including the statutory interest rate for commercial transactions and the fixed recovery indemnity per invoice.

Suspension. If the account remains unsettled after the reminder, Noctixal may suspend the hosting and all operated services following a formal notice granting at least 8 days to pay. Suspension does not end the contract, and subscription fees remain due during suspension.

Termination for persistent non-payment. If three monthly invoices remain unpaid, Noctixal may terminate the contract for cause by written notice. On termination for non-payment, the project is taken offline and archived, no handover package is delivered and no migration is performed, and all outstanding invoices remain due and may be pursued, together with interest and recovery costs.

Retention of title. By derogation from Section 13, ownership of the delivered work transfers, and the licences granted there remain in force, only subject to full payment of the setup fee and of all invoices due. The client’s right to use the delivered work is conditional on payment and ends on termination for non-payment.

Client content and data. Content supplied by the client (texts, photos, logos, brand assets) remains the client’s property at all times. Personal data is processed per the Privacy Policy and the client remains the controller of their data. Noctixal has no obligation to export, hand over, or migrate anything for a client in default; archived project data and personal data are deleted after the retention periods stated in the Privacy Policy.

19. Governing law and jurisdiction

Luxembourg law governs. The courts of the Grand Duchy of Luxembourg have jurisdiction. Both parties attempt good-faith resolution, preferably mediation, before initiating proceedings.

For questions: contact@noctixal.com.