Terms of Service

1.1 Business Structure

RasTech currently operates as an independent business entity and/or sole proprietorship under the laws of Aruba. All agreements, invoices, subscriptions, consultations, and transactions conducted under the RasTech brand constitute legally binding agreements between RasTech and the Client.

1.2 Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of Aruba. Any disputes arising from or relating to these Terms shall first be attempted to be resolved through good-faith negotiation prior to escalation to formal legal proceedings. Subject to applicable law, the Parties submit to the exclusive jurisdiction of the competent courts of Aruba.

1.3 Related Documents

These Terms operate together with the RasTech Client Agreement, the Client Services Proposal, and any approved Change Orders or Addenda. In the event of inconsistency, the order of precedence is: (1) approved Change Orders; (2) approved Amendments; (3) the Client Agreement (as to selected packages, plans, and prices only); (4) approved Addenda; (5) the Proposal; (6) these Terms; (7) other supporting documentation. A higher-priority document prevails only to the extent of the inconsistency.

2.1 Development Fees

Custom website development fees are quoted separately from recurring hosting subscriptions. All development fees are invoiced independently, must be paid according to agreed payment schedules, and are non-refundable once work has commenced. Commencement of work includes but is not limited to: design preparation, consultations, coding, framework setup, hosting configuration, or allocation of development resources.

2.2 Subscription Requirement

Upon completion of development, the Client must maintain an active RasTech hosting and maintenance subscription for the website to remain operational within RasTech infrastructure. Failure to maintain an active subscription may result in service suspension, website downtime, restricted support, archival, or permanent deletion pursuant to these Terms.

2.3 Managed Service Model

RasTech operates exclusively as a fully managed service provider. The Client acknowledges and agrees that: RasTech maintains operational control over hosting infrastructure; the Client is purchasing access to managed services and hosted functionality; and the Client is not purchasing ownership of underlying source code, infrastructure, frameworks, or deployment architecture unless expressly agreed in writing.

2.4 Operational Authority

Unless otherwise agreed in writing, RasTech retains sole discretion regarding software selection, frameworks, hosting architecture, deployment methods, infrastructure configuration, security implementation, performance optimization, and operational methodology. RasTech shall not be required to implement requests that are technically infeasible, commercially impractical, operationally unreasonable, incompatible with existing infrastructure, or outside the approved scope.

3.1 No Transfer of Ownership

Payment for services does not constitute purchase of RasTech Intellectual Property. Payment grants only the rights expressly described in these Terms and the Client Agreement. All rights not expressly granted to the Client are reserved by RasTech.

3.2 Source Code

Unless otherwise expressly agreed in writing, all source code remains the exclusive property of RasTech. The Client acknowledges that payment of invoices, project completion, website deployment, website launch, or subscription payments shall NOT create any entitlement to source code access, database exports, infrastructure access, design source files, deployment systems, or migration rights. Any request for source code transfer requires separate negotiation, separate valuation, separate agreement, and written approval by RasTech, which RasTech may refuse.

3.3 Client Content

The Client retains ownership of logos, trademarks, business names, and the photographs, written content, videos, and marketing materials the Client supplies ("Client Content"). The Client warrants that it holds all necessary rights, permissions, and licenses for RasTech to use Client Content, and shall defend, indemnify, and hold harmless RasTech against any claim arising from Client Content including copyright, trademark, privacy, and licensing claims.

3.4 Third-Party Intellectual Property

The website may incorporate third-party fonts, plugins, libraries, stock imagery, integrations, and APIs. Ownership of such components remains with their respective owners. Nothing in these Terms transfers ownership of third-party intellectual property.

3.5 Portfolio Rights

Unless otherwise agreed in writing, RasTech may identify the Client as a customer and display website screenshots, project descriptions, public links, and non-confidential project information for portfolio, promotional, and business-development purposes.

4.1 Support Limitations

Unless otherwise agreed in writing: RasTech does not provide guaranteed 24/7 support; RasTech does not guarantee immediate response times; emergency support may be billed separately; and support is limited to services within the Client's active subscription scope. Response targets are operational objectives, not guarantees, and nothing in these Terms requires immediate response, investigation, correction, deployment, or restoration.

4.2 Infrastructure Flexibility

RasTech reserves the right to migrate hosting environments, change hosting providers, modify infrastructure architecture, replace software components, implement new technologies, modify server configurations, and perform updates, upgrades, patches, migrations, and maintenance, without prior approval where reasonably necessary for security, performance, reliability, scalability, or operational continuity. Such changes do not constitute a breach.

4.3 Planned Maintenance

RasTech may schedule maintenance that temporarily affects availability. Where commercially practical, maintenance is performed to minimize disruption. The Client acknowledges that prior notice may not always be possible.

5.1 Delivery Standard

RasTech is deemed to have delivered when approved deliverables are deployed within RasTech infrastructure in substantially functional condition per the approved scope. Delivery does not require perfection; minor non-material issues may exist at deployment.

5.2 Acceptance Testing Period

The Client has five (5) Business Days following delivery to inspect and test deliverables solely to identify Material Defects. This period may not be used for redesigns, new features, preference-based changes, SEO requests, content changes, or scope expansion.

5.3 Deemed Acceptance

The project is automatically deemed accepted on the earliest of: (a) the Client expressly communicates acceptance in writing; (b) the Client fails to report a Material Defect within the Acceptance Testing Period; (c) the Client publicly launches, advertises, distributes, accepts traffic on, or otherwise uses the website for business purposes; or (d) the Client or its representatives modify content, pages, settings, or configurations after deployment.

5.4 Material Defect

A "Material Defect" is a reproducible technical issue that substantially prevents a deliverable from performing a function expressly included in the approved scope. The following are NOT Material Defects: subjective design or aesthetic preferences; browser- or device-specific differences; content or typographical revisions; SEO, marketing, conversion, traffic, or ranking performance; third-party, hosting-provider, or internet-provider incidents; client-side modifications; future-compatibility requirements; or feature requests outside the scope. RasTech may independently verify any reported defect; issues that cannot be reproduced may be deemed non-defects.

5.5 Sole Remedy

Correction of verified Material Defects is the Client's exclusive remedy regarding such defects.

6.1

Timelines depend on timely communication, approval turnaround, content delivery, payment completion, and Client responsiveness. "Timely communication" means responding within three (3) Business Days unless otherwise agreed.

6.2

Project timelines automatically pause during any Client delay (failure to provide content, approvals, credentials, information, payment, or communication). No such delay constitutes a breach by RasTech.

6.3

A project may be classified as Dormant after fourteen (14) consecutive days of Client inactivity, Archived after thirty (30) consecutive days, and Abandoned after ninety (90) consecutive days. Reactivation may require revised pricing, revised timelines, reactivation fees, or new quotations. Abandonment creates no refund rights, and all previously earned fees remain earned.

7.0 Payment Processing Through Whop

Installment build payments and recurring hosting subscriptions are collected through Whop, a third-party payment platform ("Whop"). By submitting payment, you authorize RasTech, through Whop, to charge your selected payment method for the amounts due. Your use of Whop is also subject to Whop's own terms of service and privacy policy. RasTech does not store your full card or banking details; payment data is handled by Whop and its underlying processors. RasTech is not responsible for outages, errors, delays, holds, account actions, or failures caused by Whop or its processors, and any such event does not relieve you of your payment obligations or entitle you to a refund of fees already earned.

7.0.1 Auto-Renewing Hosting Subscription

Hosting is a recurring, auto-renewing subscription. You acknowledge and agree that:

• Your selected hosting plan renews automatically each billing period (monthly, unless otherwise stated) and your payment method is charged automatically each period until the subscription is cancelled.
• The subscription continues, and charges continue, even after any build installment plan has been fully paid off. Hosting and build fees are separate.
• Each hosting period's fee is earned when the service for that period is provided, and paid subscription periods are non-refundable.
• It is your responsibility to maintain a valid payment method on file.

7.0.2 Installment Build Payments

Where the one-time build fee is paid in scheduled installments through Whop, each installment is charged automatically on its due date. Each installment is fully earned and non-refundable once received and cleared, in consideration of the work performed and resources allocated up to that point. If an installment fails or is not received by its due date, RasTech may suspend work, deployment, and hosting until payment is brought current, and any resulting delay shall not constitute a breach by RasTech.

7.0.3 Cancellation

You may cancel a recurring hosting subscription at any time through Whop or by written notice to RasTech at [email protected]. Cancellation stops future renewals; it does not refund the current or any past billing period. Upon cancellation or lapse of an active hosting subscription, the website may be suspended, archived, or removed pursuant to these Terms (see Section 7.2), and the managed-infrastructure model means the Client is not entitled to source code, infrastructure, or migration of the build except as expressly agreed in writing. Cancellation of hosting does not cancel any remaining build installment obligations, which remain due.

7.0.4 Progress & Earned Fees

"Progress" means work actually performed by RasTech, including design, development, configuration, and deployment, measured by work completed, not by the Client's subjective satisfaction, which is addressed solely through the revision process. RasTech will continue to perform and make progress on the project in line with payments received. Fees and installments are earned in consideration of the work performed and resources allocated up to that point; they are not advances or deposits held on account, and remain non-refundable once received and cleared.

7.0.5 Accepted Payment Methods

The one-time build fee, when paid in full, may be paid by cash, bank transfer, or card. Where the build fee is paid in scheduled installments, those installments are billed exclusively via an automated card payment plan on a stored card. Cash and bank transfer are accepted for full build payment only and may not be used for installment or recurring billing. The recurring monthly hosting fee is billed exclusively via automated recurring card payment on a stored card. Maintaining a valid card on file is a condition of continued hosting.

7.1 Late Payment

Any invoice unpaid beyond seven (7) calendar days may be deemed overdue. Upon becoming overdue, RasTech may suspend work, communications, deployment, hosting, support, or access, or delay timelines. To the maximum extent permitted by law, overdue balances may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower.

7.2 Failed Payments — Grace, Suspension, Archival, Deletion

• 21-Day Grace Period: Services may remain active for twenty-one (21) days following the original due date, during which payment reminders are sent.
• Suspension: After twenty-one (21) days of non-payment, the website may be taken offline and replaced with a temporary "offline" holding page, support may be suspended, and administrative access may be restricted. The website, its build, and associated data are retained during suspension and are not deleted; service is restored once payment is brought current.
• 60-Day Archival: After sixty (60) days of non-payment, website files, databases, and hosted assets may be removed from active infrastructure and archived. Reactivation may require payment of all outstanding balances, reactivation fees, and updated subscription enrollment.
• 90-Day Permanent Deletion: RasTech reserves the right to permanently delete archived data, files, backups, and hosted assets ninety (90) days after the original failed payment date.

7.3 Payment Default

The Client is in default if any invoice remains unpaid for thirty (30) days, or payment is reversed, disputed, or dishonored. Upon default, RasTech may suspend or terminate services, hosting, support, and access; archive data; terminate subscriptions; declare all outstanding balances immediately due; pursue collections; or pursue any remedy available at law.

7.4 Chargebacks & Payment Reversals

The Client agrees not to initiate chargebacks, payment reversals, or payment disputes where services have been provided in accordance with these Terms. Where a chargeback occurs, RasTech may immediately suspend services, hosting, support, and website availability, archive the website, restrict access, and pursue recovery. A chargeback does not extinguish the Client's payment obligations.

7.5 Collection Costs

To the fullest extent permitted by law, the Client is responsible for collection costs, recovery and administrative fees, attorney fees, court costs, filing fees, expert fees, investigation costs, and enforcement expenses incurred by RasTech in recovering unpaid balances.

7.6 Non-Responsive Clients

If the Client becomes unresponsive for thirty (30) consecutive days regarding approvals, materials, information, or communication, RasTech may pause work, invoice completed work, archive the project, revise timelines, or terminate the project.

7.7 Revision Limitations

RasTech may limit revision requests. Unless otherwise agreed in writing: revisions outside original scope may incur additional charges; excessive revision cycles may require project reassessment; and deliverables not disputed within seven (7) calendar days are deemed accepted.

7.8 Termination for Cause

RasTech may terminate immediately upon written notice where a material breach, unlawful content, payment default, suspected fraud, abuse, or harassment occurs, or where continued performance becomes commercially impractical.

10.1 Third-Party Services

RasTech utilizes third-party infrastructure providers including hosting providers, cloud services, CDNs, payment processors (including Whop), DNS providers, registrars, APIs, and software platforms. RasTech shall not be liable for outages, failures, disruptions, delays, account suspensions, service discontinuations, API changes, or losses caused by third-party providers.

10.2 Cybersecurity

While RasTech implements commercially reasonable security measures, RasTech does not guarantee immunity from hacking, malware, ransomware, DDoS attacks, unauthorized access, credential theft, or malicious third-party activity. The Client is responsible for maintaining secure passwords, protecting credentials, and maintaining independent backups of critical business data. RasTech shall not be liable for losses arising from security incidents except to the extent directly caused by RasTech's intentional misconduct.

10.3 Data Loss & Backups

RasTech may perform operational backups, but their existence is not a guarantee, warranty, or insurance that recovery will always be possible. RasTech shall not be liable for loss of data, corrupted files, failed backups, accidental deletions, restoration failures, or database corruption, except to the extent directly caused by RasTech's intentional misconduct. The Client remains responsible for maintaining independent copies of critical business data.

10.4 Force Majeure

RasTech shall not be liable for delays, interruptions, or failures caused by events beyond reasonable control, including natural disasters, hurricanes, floods, fires, utility outages, telecommunications failures, internet disruptions, cyberattacks, labor shortages, civil unrest, governmental actions, pandemics, or other force majeure events. Performance obligations are suspended for the duration of such events.

11.1 Liability Cap

To the fullest extent permitted by law, RasTech's aggregate cumulative liability arising from or relating to these Terms, the project, hosting, maintenance, support, infrastructure, subscriptions, or related services shall not exceed the lesser of: (A) the total amount paid by the Client to RasTech during the three (3) months immediately preceding the event giving rise to the claim; or (B) AWG 2,500.

11.2 Single Aggregate Cap

The liability cap applies collectively to all claims, disputes, causes of action, damages, and remedies, and does not reset based on multiple incidents, claims, legal theories, or parties.

11.3 Mitigation

The Client shall take reasonable steps to mitigate any alleged loss. Failure to mitigate reduces recoverable damages to the extent permitted by law.

11.4 Exclusive Remedies

The remedies expressly provided in these Terms are the Client's exclusive remedies regarding defects, delays, interruptions, and service, hosting, support, or operational issues.

13.1

Each Party may receive non-public Confidential Information (pricing methods, proposals, quotations, deployment procedures, infrastructure architecture, business strategies, customer information, operational procedures, and internal communications) and agrees to maintain its confidentiality. Disclosure is permitted only with written consent, where required by law, court order, or governmental authority, or where reasonably necessary to enforce legal rights. Confidentiality obligations survive termination.

13.2 Non-Solicitation

During the term and for twenty-four (24) months following termination, the Client shall not directly or indirectly hire, recruit, solicit, engage, or contract any RasTech employee, contractor, developer, consultant, representative, subcontractor, or service provider introduced through the project, nor use any intermediary, affiliate, family member, or related party to circumvent this provision.

13.3 Non-Circumvention

The Client shall not intentionally circumvent RasTech by obtaining directly from RasTech's contractors, developers, or vendors services substantially similar to those provided through RasTech, except where the Client demonstrates a documented pre-existing relationship established prior to introduction through RasTech.

13.4

RasTech may seek injunctive and equitable relief, actual damages, recovery of profits, and legal and court costs for violations of this Section.

14.1

RasTech processes information solely as reasonably necessary to provide hosting, maintenance, support, deployment, infrastructure management, monitoring, troubleshooting, and backup activities.

14.2

All customer information, form submissions, lead information, and business information belonging to the Client remains the property of the Client. Nothing in these Terms transfers ownership of Client data to RasTech. The Client grants RasTech a limited right to access, process, store, transmit, modify, back up, and use such data solely as necessary to provide the contracted Services.

14.3

The Client is solely responsible for privacy notices, cookie notices, consent mechanisms, data-collection disclosures, and regulatory and marketing compliance. Unless separately contracted in writing, RasTech does not provide legal or regulatory advice and does not guarantee compliance with GDPR, international privacy laws, cookie policies, data-retention laws, or jurisdiction-specific requirements. The Client remains responsible for obtaining appropriate legal advice.

14.4

Where RasTech becomes aware of a confirmed security incident materially affecting the Client's hosted website, RasTech shall use reasonable efforts to notify the Client within a commercially practical period, which may vary by incident severity, available information, operational circumstances, legal considerations, and technical feasibility.

17.1 Relationship of the Parties

Nothing in these Terms creates employment, partnership, joint venture, franchise, agency, or fiduciary relationship. RasTech performs services as an independent contractor.

17.2 Assignment

The Client may not assign or transfer rights or obligations without RasTech's prior written consent. RasTech may assign, transfer, subcontract, or delegate as reasonably necessary to perform Services, and may assign or restructure these Terms to affiliated entities, successors, or operational entities without re-execution by the Client.

17.3 No Waiver

Failure to enforce any provision is not a waiver. Any waiver must be in writing, expressly identified as a waiver, and signed by an authorized representative of RasTech.

17.4 Severability

If any provision is invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced with a valid provision most closely reflecting the original commercial intent.

17.5 Modifications to Terms

RasTech may modify or update these Terms at any time. Material revisions may be communicated via email, invoices, client portals, or website notices. Continued use of Services following revisions constitutes acceptance of the updated Terms.

17.6 Entire Agreement

These Terms, together with the Client Agreement, Proposal, Change Orders, and approved Addenda and amendments, constitute the entire agreement between the Parties and supersede all prior discussions, representations, understandings, and agreements. No oral statement modifies these Terms; all modifications must be in writing.

17.7 Interpretation

The Parties had the opportunity to review these Terms and to seek independent advice. These Terms shall not be construed against either Party solely because that Party participated in drafting. Headings are for convenience only.

17.8 Dispute Resolution

Prior to legal proceedings, the Parties shall attempt in good faith to resolve disputes through direct discussion, and may mutually agree to mediation. Nothing obligates either Party to accept a proposed settlement. Subject to applicable law, the Parties submit to the exclusive jurisdiction of the competent courts of Aruba.

17.9 Survival

Provisions that by their nature are intended to survive termination shall survive, including payment obligations, intellectual-property and ownership provisions, confidentiality, non-solicitation, non-circumvention, limitation of liability, indemnification, collection rights, dispute resolution, and enforcement provisions.