General Terms

This is a courtesy translation. These terms and the order contract are written in French, and only the French text binds. This English version is provided for your convenience and creates no rights and no obligations. The binding text is at noctixal.com/fr/general-terms/.

These terms govern every service between Noctixal (the operator identified at the head of this page) and the client. They apply to projects contracted by quote and signature, through the client portal or in writing.

1. Business clients only

Noctixal’s services are offered exclusively to professionals acting for business purposes. By signing, the client declares that the order is placed in the course of its commercial, industrial, craft or professional activity or, for a non-profit association (ASBL), for its statutory purpose. A VAT number, a trade register number or a business permit number is required. Consumer protection rules applicable to private individuals, including any right of withdrawal for distance contracts, do not apply to contracts concluded under these terms.

2. The offer and the three models

Noctixal builds and operates websites and custom software. The offer is organised in tiers (Core, Pro, Prime). What each tier includes (pages, languages, features, care, included change hours, backups, storage, response times) is set out in the catalogue in force on the date of the quote, whose version is stated on the quote and carried into the contract. That description is the contractual description of the service.

Every project is contracted under one of three models, chosen on the quote:

• One-time project. The build price is paid in two instalments, 30% and 70%. Care for the first year is included. At each anniversary, the following year’s care is invoiced in advance at the catalogue rate then in force.
• Yearly plan. A setup fee, then a yearly fee payable in advance for the year ahead.
• Monthly plan. A setup fee, then a monthly fee invoiced in arrears, with a three-month minimum.

Add-ons chosen on the quote (one-time or recurring) appear on the quote with their price. Third-party licences and services (for example an external booking engine, dedicated server power or a mailbox service) are passed through at the supplier’s exact price, with no margin. If the supplier changes its price, the client’s price changes accordingly, effective from the supplier’s change and on written notice.

3. Quote, contract and signature

The quote is personal, dated, numbered and valid for 30 days. It is immutable: any change produces a new version that supersedes the previous one. The quote forms part of the contract.

The order contract is generated from the issued quote and signed by the client in the portal, through an explicit tick box. Signing is the commitment. Noctixal records the version of these general terms, the version of the data processing agreement, the exact contract text and its hash, the time of signature, the IP address and the browser, as evidence of conclusion. The client receives the signed contract by email and finds it in the portal at any time.

4. Deliverables and the 30-day rule

After signature the client supplies what the build needs, listed in the portal (texts, images, access, company information). The client has 30 days from signature.

Noctixal approves what was supplied. No invoice is issued before that approval and no work starts before the first invoice is paid in full.

If the deliverables are not complete when the 30 days expire, the engagement ends by right, with no indemnity on either side beyond what follows, and nothing not yet invoiced becomes due. The same applies if the client withdraws from the project before the deliverables are approved. In both cases a fee of 799.00€ excluding VAT is due, covering the scoping, quoting and contracting work already done. Under the yearly and monthly plans that fee is the setup fee itself, and nothing is added to it.

5. Prices, instalments and invoicing

All prices are in EUR and exclude VAT. Luxembourg VAT applies at the rate in force on the invoice date, unless the reverse-charge mechanism applies (Article 196 of the EU VAT Directive, EU business clients with a valid VAT number), in which case the invoice says so.

Associations. Non-profit associations (ASBL) get 50% off every price: every tier, every add-on and every payment model.

The instalments per model are:

• One-time project. 30% of the build price, invoiced after the deliverables are approved. The 70% balance, invoiced on the go-live day (Section 6). Care for the first year is included. From the first anniversary, the year’s care is invoiced in advance.
• Yearly plan. The setup fee, invoiced after the deliverables are approved. The first year’s fee, invoiced in advance on the go-live day (Section 6), then at each renewal.
• Monthly plan. The setup fee, invoiced after the deliverables are approved. Then the monthly fee, invoiced in arrears on the 1st of the month following the month that ended. The first month invoiced is the first full calendar month after go-live.

Every invoice is payable through the payment link in the client portal (card or SEPA) or by bank transfer to the account stated on the invoice. Both paths are equivalent.

6. Delivery and go-live

Noctixal builds the project in line with the quote. Work starts when all of the client’s material is in and the first invoice is paid in full. That day is day 0.

Delivery for review. Within 14 days of day 0, Noctixal delivers the finished site to the client for review. The changes the client asks for during the review are part of the build.

Go-live. The site goes live on day 14, automatically, also when it was finished earlier. If it has not been delivered for review by day 14, it goes live on the day it is delivered. Go-live needs no approval by the client.

Every invoice these terms tie to the delivery of the project is tied to its go-live. The go-live invoice is issued on the go-live day and is due from that day: the 70% balance on the one-time project, the first year’s fee on the yearly plan, and the setup invoice on the monthly plan, whose recurring billing starts on that date. The invoice carries the go-live date and its payment deadline runs from it. Where an early-payment reduction is granted on that invoice, its deadlines likewise run from the go-live day.

On the go-live day the client portal carries the project’s links, the instructions and any access details. Access details are never sent by email.

From go-live on, every change counts against the tier’s monthly change hours (Section 12), work beyond them being charged at the catalogue’s hourly rate. Requests that would amount to a rebuild are quoted separately.

7. Early-payment reduction

The 70% balance of a one-time project and the yearly fee carry, as of right, a 2% reduction when paid within 14 days of the invoice date.

Noctixal may in addition grant a reduction on another invoice, before it is issued. In that case the invoice itself states the percentage, the reduced amount and the deadline: a reduction not stated on the invoice does not exist. The percentage is a whole number and the period is 14 days, unless the invoice says otherwise. A reduction can be neither added nor removed after the invoice is issued.

In every case the invoice states the full amount including VAT, the early-payment line with its date and the resulting total, then the full amount’s 30-day deadline. When the reduction is taken, Noctixal issues a matching credit note so that the taxable base is exact.

8. Late payment

Every invoice is payable within 30 days of its date, unless the invoice itself states a shorter deadline.

Past that deadline, late-payment interest and the fixed recovery indemnity apply by operation of law under the Luxembourg law of 18 April 2004 on late payment in commercial transactions, as amended. The interest rate is the semestrial reference rate published for commercial transactions plus 8 percentage points, calculated pro rata over the days of delay. The fixed recovery indemnity is 40.00€ per invoice. Both compensate a loss rather than pay for a supply, so they fall outside the scope of VAT.

Noctixal sends a written reminder and may suspend hosting and the operated services after a formal notice granting at least 8 days to pay. Suspension does not end the contract and the fees remain due during it. Where default persists, Section 20 applies.

9. Term, prolongation and cancellation

One-time project and yearly plan. The engagement runs for one year from signature and is prolonged by one year tacitly, unless cancelled at the latest two months before the end of the current period. Noctixal sends a written reminder before the notice deadline, stating the renewal date and the amount. A cancellation given in time ends the engagement at the end of the current period. After the deadline, the next period is binding.

What a cancellation leaves owed:

• One-time project. Nothing further. Care ends at the end of the period and nothing already paid is refunded.
• Yearly plan. The first year is owed in full.

Monthly plan. No notice period applies and the engagement does not run to the end of an annual period. The client may cancel at any time. While the three-month minimum is not met, the engagement ends with the third month and the client owes the months of the minimum not yet invoiced. Once the minimum is met, the engagement ends with the current month and that month is the last one invoiced. What remains owed is invoiced once and nothing is invoiced beyond it.

Either party may terminate with immediate effect for a material breach not cured within 15 days of a written notice.

10. Buying out the monthly plan

At any time a client on the monthly plan may convert the project into a one-time project by paying the difference between the tier’s build price, at the catalogue of their quote, and the setup and monthly fees already paid, add-ons excluded. After that payment the site and its full source code belong to the client, and care applies at the rate then in force.

11. End of contract, handover and transfer

At the end of the contract, for whatever reason, Noctixal has 30 days to hand over the client’s export and to move the client’s domain. The export contains the client’s content and assets in structured, standard formats and, where the client owns the code (a one-time project paid in full, or a buy-out completed), the project’s full source code.

The handover does not include the services Noctixal hosts (the content system’s backend service, monitoring, analytics and the shared infrastructure), which remain Noctixal’s property and are switched off at the end date. Without a buy-out, on the yearly or monthly plan, the site, its code and its hosting stay with Noctixal and the project goes offline at the end date.

12. Included hours and additional work

The change hours included per tier are set out in the quote’s catalogue. Unused hours do not carry over from one period to the next. Work beyond the included hours is charged at the catalogue’s hourly rate, after written approval of the estimated effort. Larger, scoped work is quoted separately.

13. Client cooperation

The client supplies what Section 4 asks for within its window and answers approval requests within a reasonable time. If a non-essential item is missing after at least two written reminders, Noctixal may complete and deliver the project with neutral, professional placeholder content, and Section 6 applies to its review and go-live. Content supplied later is integrated out of the included hours. Noctixal never invents claims about the client’s business.

14. Support and availability

Support response times per tier are set out in the quote’s catalogue. Business hours are Monday to Friday, 09:00 to 17:00 (CET/CEST), excluding Luxembourg public holidays. Response commitments are measured in business hours and cover the first qualified reply, not the resolution.

Where a tier carries a contractual availability 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 fee per started 0.1% of missed availability, capped in total at one month’s fee per contract year. Service credits are the sole remedy for missed service levels.

15. Hosting, data and export

Hosting runs on infrastructure provided by Hetzner Online GmbH (Germany, EU). The storage included per tier is set out in the quote’s catalogue. Beyond the included cap the client chooses extra storage at the catalogue rate or the next tier. A technical stop applies at 150% of the cap. Traffic is not metered and fair use applies, meaning one business and one site or application. Client data stays in the EU. Backups run according to the tier ordered. The export stays available for 30 days after the end of the contract.

16. Ownership and intellectual property

On a one-time project, on full payment of both instalments and subject to Section 20, the client owns the content, the designs and the code specific to the project. On the yearly or monthly plan, ownership of the code and the hosting stays with Noctixal until the buy-out of Section 10 has been completed, the client remaining the owner of its content and its data.

Noctixal keeps ownership of generic tooling, internal libraries and reusable patterns, and grants the client a perpetual licence to those built into the project. Noctixal may reference the project (name, short description, screenshots) in its portfolio, and the client may object in writing at any time.

17. Confidentiality

Both parties keep confidential information confidential during and after the contract. This covers commercial information, source code, designs, client data and anything identified or reasonably regarded as confidential.

18. 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.

19. Data protection

Personal data is processed in line with the Privacy Policy, which names the processors involved and the applicable retention periods. Where Noctixal processes personal data on the client’s behalf as part of hosting, the Data Processing Agreement (Annex A) applies and forms part of the contract.

20. Non-payment

Reminder and interest. If an invoice is unpaid after its deadline, Noctixal sends a written reminder and Section 8 applies by operation of law.

Suspension. If the account is not settled, Noctixal may suspend hosting and all operated services, after a formal notice granting at least 8 days to pay.

Termination for persistent default. If three invoices remain unpaid, Noctixal may terminate the contract for cause by written notice. On termination for non-payment the project goes offline and is archived, no export is handed over and no migration is performed, and every unpaid invoice remains due and recoverable, with the interest and the indemnity of Section 8.

Retention of title. By way of derogation from Section 16, ownership of delivered work transfers, and the licences granted in it remain in force, only subject to full payment of every invoice 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 remains its property at all times. Personal data is processed in line with the Privacy Policy and the client remains the controller of its own data. Noctixal has no obligation to export, hand over or migrate anything for a client in default, and the archived project’s data is deleted at the end of the retention periods set out in the Privacy Policy.

21. Public subsidy

Where a project is the subject of a public subsidy application, that is stated on the quote and in the contract, with the net amount that would remain the client’s cost if it were approved. Noctixal promises no approval. Nothing is ordered, invoiced or paid before the ministry’s decision is recorded.

If the application is refused, the client has 14 days from the notification to declare, from the portal, whether they proceed at full price or stop there. Silence counts as a decision to stop. On a decision to stop, declared or by silence, the engagement ends and the fee of 799,00€ excluding VAT set out in Section 4 is due, nothing else being owed. On a decision to proceed, the project runs as a one-time project at full price.

22. No price guarantee

No price guarantee exists. No price, no care fee and no hourly rate is guaranteed beyond the current period. At each prolongation the applicable price is the one in the catalogue then in force, communicated with the reminder of Section 9. Nothing in these terms, in the quote or in the contract may be read as a price guarantee.

23. The Shop

What it is. The Shop is a set of one-off services at a fixed price, ordered through the request form on the service’s page, with no quote, no order contract and no signature. It is for businesses and self-employed people established in Luxembourg. By sending a request, the client declares that they act for the purposes of their professional activity. Displayed prices exclude VAT.

How the contract is formed. Your request is an offer. The amount shown on the page is an estimate: the contract is formed by Noctixal’s written confirmation, which restates that amount and sets out what you need to provide. If Noctixal has to depart from the amount shown, the confirmation says so and the contract is formed only once the client has agreed in writing to that new price. Noctixal answers within two working days and may decline a request without giving a reason.

Time. The stated time is in working days and runs from the receipt of everything Noctixal has asked for, not from the request. It is suspended for as long as a necessary item is missing, and for any wait on a third party outside Noctixal’s control, in particular Google’s verification.

Corrections. One round of corrections is included in the price. Changes asked for afterwards are charged at 22,50€ excluding VAT per quarter hour started, after your written agreement to the estimated effort.

Payment. The invoice comes with the delivery and is payable under the Payment terms page, which forms part of these terms. Sections 8 and 20 apply to late payment. The as-of-right early-payment reduction of Section 7 does not apply to the Shop.

Yearly fee. Where a service includes hosting, the price covers the first year and the yearly fee stated on the service’s page is due for each year after that. You may stop it at any time before the renewal, in writing. The page stays online until the end of the year already paid for. No fee is guaranteed beyond the current year (Section 22). Noctixal sends the renewal invoice at least 30 days before it falls due.

Measured result. Where a service’s page states a measured result condition, that condition is part of the contract. For the website speed fix, the improvement is at least 10 points on the mobile performance score in Google PageSpeed, measured the same way before and after, taking the median of five measurements: below that, no invoice is issued and nothing is owed.

Legal pages. The legal pages and cookie banner service is drafting and setup work, from proven texts and the details you provide. It is not legal advice and does not make Noctixal answerable for the compliance of your site as a whole. You remain responsible for the accuracy of what you provide.

Ownership. Shop deliverables pass to you on full payment, on the terms of Section 16.

Online payment. There is no online payment in the Shop.

24. Changes to these terms

These terms apply in the version published on noctixal.com. Noctixal may change them at any time. A change applies to every client, including running contracts, 30 days after its publication; the date of the last change is shown at the top of this page. A change to these terms never changes the price or the scope of an order already signed. Noctixal keeps every earlier version and provides it on request.

25. Governing law and jurisdiction

Luxembourg law applies. The courts of the Grand Duchy of Luxembourg have jurisdiction. Both parties attempt a good-faith resolution, preferably through mediation, before starting any proceedings.

Any questions: contact@noctixal.com.