COVO LABS TERMS AND CONDITIONS OF SERVICE
1. INTRODUCTION:
1.1. This Agreement is an agreement between COVO LABS (herein called "COVO LABS") and the party agreeing to purchase any of the services provided by COVO LABS, herein called the "Client." This Agreement applies to the purchase of all and/or any of the services provided by COVO LABS, including web design, web development, hosting, support and maintenance, Google MyBusiness creation and management, and other web-based tasks, herein called the "Services."

PLEASE READ THIS AGREEMENT CAREFULLY.
UPON THE SIGNING OF THE OFFER BY THE CLIENT FOR THE PURCHASE OF SERVICES OFFERED BY COVO LABS, A CONTRACT IS CREATED BETWEEN COVO LABS AND THE CLIENT, CONSISTING OF THE OFFER AND THIS CLIENT AGREEMENT. THE CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. CLIENT'S USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
 
2. SERVICES OFFERED BY COVO LABS:
2.1. Website Creation and Management:
COVO LABS will design and develop a website for the Client, as requested by the Offer, herein called the "Website." The Website, if requested by the Client, will be installed on COVO LABS' hosting server.
2.2. Google MyBusiness Creation and Management:
COVO LABS will create and/or manage the Client’s Google MyBusiness profile, including but not limited to profile setup, optimization, and periodic updates.
2.3. Design and Development Process:
2.3.1. COVO LABS will present Design Screens to the Client, based on the Offer, which will include major design elements without functionalities. This is the "Design Screens Phase."
2.3.2. Upon approval of the Design Screens by the Client, COVO LABS will proceed with development until the deliverables meet the specifications outlined in the Offer.
2.4. Change Requests:
COVO LABS agrees to make reasonable changes to the Design Screens during the Design Screens Phase. However, the Client acknowledges that changes exceeding reasonable commercial practice may incur additional costs, subject to agreement between both parties.
2.5. Maintenance and Support Services:
COVO LABS will offer maintenance and support services for the Client’s Website for a minimum of twelve (12) months, commencing from the date of installation on COVO LABS' hosting server. These services may be extended or prepaid for additional durations upon mutual agreement.
2.6. Hosting and Server Access:
The Client agrees that for the period the Website is hosted on COVO LABS' server, COVO LABS will have access to the Website for necessary operations, maintenance, and security tasks.
2.7. Digital Marketing Services:
If agreed, COVO LABS will provide digital marketing services, including but not limited to Search Engine Optimization (SEO) and Social Media management. These services aim to improve the Client's online visibility but do not guarantee specific results.
2.8. Subcontracting:
COVO LABS reserves the right to assign some of the services in this Agreement to subcontractors.
2.9. Third-Party Hosting:
If the Client’s website is hosted on a server outside of COVO LABS' management, COVO LABS will not be responsible for server-related issues, including but not limited to speed or performance.
2.10. Data Protection Compliance:
COVO LABS will comply with applicable privacy laws, including the TRNC/KKTC data protection laws, and cooperate with the Client to fulfill the Client’s legal obligations under such regulations.
 
3. CLIENT RESPONSIBILITIES:
3.1. The Client shall cooperate fully with COVO LABS in connection with the provision of Services.
3.2. The Client must provide all requested materials, information, and access necessary for COVO LABS to fulfill its obligations within six (6) weeks of signing the Offer. Delays in providing these materials may impact timelines, for which COVO LABS is not liable.
3.3. The Client acknowledges that tasks assigned to external parties without prior agreement may void warranties or guarantees offered by COVO LABS.
 
4. PAYMENT:
4.1. Payment terms, amounts, and currencies (Euro, CAD, USD, GBP) shall be as stipulated in the Offer and must be settled before the launch of the Website or delivery of other Services.
4.2. Digital Marketing and Website Maintenance/Management services will be billed monthly, with payment due within 30 days of the invoice date.
 
5. RENEWAL OF SUPPORT AND MAINTENANCE SERVICES:
5.1. Maintenance and Support Services automatically renew annually unless the Client provides written notice at least one month before the renewal date.
5.2. COVO LABS reserves the right to revise fees for renewal upon prior notification to the Client.
 
6. TERMINATION:
6.1. This Agreement may be terminated:
i) By either party with thirty (30) days written notice in case of breach.
ii) Immediately if the Client fails to meet payment obligations after one (1) month.
iii) If the Client uses Services for unlawful purposes or breaches applicable laws.
6.2. Upon termination, the Client remains liable for any unpaid fees or damages incurred by COVO LABS.
 
7. CLIENT REPRESENTATIONS AND WARRANTIES:
7.1. The Client hereby represents and warrants to COVO LABS, and agrees that during the provision of Services by COVO LABS, the Client will ensure the following:
i) The Client will comply with all terms and conditions of the software, hardware, and any other programs used by COVO LABS for the provision of Services.
ii) The Client will comply with all applicable laws, rules, and regulations and use the Website and Services only for lawful purposes.
iii) The Client is the owner or valid licensee of the Website content and all elements contained therein and has secured all necessary licenses, consents, permissions, waivers, and releases for the use of the Website content, including but not limited to trademarks, logos, names, and likenesses. This ensures COVO LABS has no obligation to pay any fees, royalties, or compensation to third parties.
iv) The Client's use, publication, and display of the Website content will not infringe any intellectual property rights, including copyrights, patents, trademarks, trade secrets, or other proprietary rights, and will not constitute defamation, invasion of privacy, or violate any publicity rights or contractual, statutory, or common law rights.
v) The Client has taken all reasonable measures to ensure that the Website content is free of malicious code, such as viruses, worms, Trojan horses, or other harmful software.
 
8. PROHIBITED USES:
8.1. The Client may not use the Services for any activity that is fraudulent, illegal, unlawful, tortious, abusive, or otherwise prohibited under applicable laws or this Agreement.
8.2. The Client may not store, provide, or link any content on the Website that violates laws, regulations, or the terms of this Agreement.
8.3. COVO LABS reserves the right to take immediate action, including removing any violating content or suspending Services, if it becomes aware of a breach of this section. COVO LABS may also report such violations to relevant authorities.
 
9. LIMITATION OF LIABILITY:
9.1. COVO LABS assumes no liability for direct, indirect, or consequential damages arising from technical issues or disruptions in the internet or services beyond its reasonable control, including communication failures, server downtime, unauthorized access, or malicious attacks.
9.2. The total liability of COVO LABS to the Client under this Agreement will not exceed the aggregate service fees paid by the Client for the Services provided.
9.3. COVO LABS disclaims liability for any:
i) Exclusion of the Website from search engines or social media platforms due to policy changes beyond its control.
ii) Impact of algorithm changes or penalties by search engines.
iii) Linking decisions made by the Client without consultation.
iv) Actions or comments made by social media users.
9.4. COVO LABS will not be liable for unauthorized access, corruption, theft, or loss of data transmitted or stored by the Client.
9.5. These limitations reflect an agreed allocation of risk and will survive the termination of this Agreement.
 
10. INDEMNIFICATION:
10.1. The Client agrees to indemnify and hold harmless COVO LABS from any claims, damages, or expenses, including legal fees, arising from:
i) The Client's breach of this Agreement.
ii) Any illegal, fraudulent, or prohibited use of the Services.
10.2. The Client further indemnifies COVO LABS against claims arising from unlawful content stored on the Website by the Client.
10.3. This indemnity will survive termination or expiration of this Agreement.
 
11. DISCLAIMER OF WARRANTY:
11.1. COVO LABS provides Services "as-is" and makes no express or implied warranties, including but not limited to merchantability, fitness for a particular purpose, or non-infringement.
11.2. COVO LABS does not guarantee uninterrupted or error-free Services or results from the use of its Services.
11.3. The Client acknowledges that COVO LABS is not liable for the content of data transferred, hosted, or stored via its Services.
11.4. This disclaimer will survive any termination of this Agreement.
 
12. INTELLECTUAL PROPERTY RIGHTS:
12.1. The Client retains ownership of all content provided to COVO LABS for the Services. However, COVO LABS retains ownership of any proprietary tools, software, or technology used in providing the Services.
12.2. The Client agrees not to reverse-engineer, decompile, or otherwise attempt to derive source code or trade secrets from COVO LABS’ proprietary technology.
12.3. All trademarks, trade names, copyrights, and intellectual property rights related to the Services remain the exclusive property of COVO LABS.
 
13. PRIVACY POLICY:
13.1. COVO LABS will take reasonable measures to protect the Client's personal information.
13.2. While COVO LABS strives to ensure data protection, it cannot guarantee complete security due to factors beyond its control.
13.3. COVO LABS reserves the right to use Client-provided information for Service delivery and communication.
13.4. COVO LABS may disclose Client information to comply with legal obligations, such as court orders or government requests.

 
14. ENTIRE AGREEMENT:
14.1. Both COVO LABS and the Client agree that this Agreement, along with the documents incorporated herein by reference, supersedes all prior discussions, negotiations, and agreements between them and constitutes the sole and entire agreement regarding the matters covered. No additional terms or conditions relating to the subject matter of this Agreement will be effective unless approved in writing by an authorized representative of both the Client and COVO LABS.
14.2. It is explicitly agreed that this Agreement may be modified from time to time by COVO LABS in its sole discretion. Any modification will be effective when posted to COVO LABS’ website or on any subsequent date as set forth in a notice provided by COVO LABS in connection therewith.

15. ASSIGNMENT:
15.1. The Client agrees that they may not assign or transfer their rights or obligations under this Agreement to any third party without the prior written consent of COVO LABS. Any attempt to assign or transfer without consent will be considered null and void. However, the Client agrees that COVO LABS may assign its rights to agents or subcontractors to fulfill its obligations under this Agreement without the Client's prior consent.

16. FORCE MAJEURE:
16.1. Neither COVO LABS nor the Client will be liable for any damages arising from circumstances beyond their reasonable control, including, but not limited to, acts of God, fire, floods, accidents, labor disputes, acts of war or terrorism, supply shortages, or failures of third parties to perform their duties related to this Agreement.

17. MARKETING:
17.1. Without prejudice to Section 13 of this Agreement, the Client agrees that COVO LABS may refer to the Client publicly, orally or in writing, as a Client. Any other public reference to the Client by COVO LABS requires the Client's prior written consent. COVO LABS will keep its relationship with the Client confidential, and will not disclose the Client’s name or any information related to the Client or this Agreement without prior written consent from the Client.
17.2. The Client agrees to retain a text with a link to COVO LABS' website (http://www.covolabs.com), in the footer of their Website after its delivery. The text will be as follows:
“Website Designed and Developed by COVO LABS”
This text is for branding and acknowledgment purposes, and the Client agrees to retain this in the website footer.

18. WAIVER:
18.1. Both parties agree that no failure or delay in exercising any right under this Agreement will constitute a waiver of that right. The exercise of any single or partial right or remedy does not preclude any further exercise of that or any other right or remedy under this Agreement.

19. SEVERANCE:
19.1. If any clause of this Agreement is deemed void or unenforceable due to illegality, invalidity, or for any other reason, only that specific clause will be considered void and unenforceable. The remaining clauses of the Agreement will remain intact and enforceable.

20. GOVERNING LAW – JURISDICTION:
20.1. This Agreement will be governed by and construed in accordance with the laws of the Turkish Republic of Northern Cyprus (TRNC). Any legal disputes arising from this Agreement will be subject to the exclusive jurisdiction of the District Court of Nicosia, TRNC.

21. NOTICES:
21.1. The Client agrees that any notices from COVO LABS will be considered delivered if sent to the most recent address provided by the Client to COVO LABS. This includes all legal or formal communications required by this Agreement.