Terms and conditions.

In these Terms:

• “Woods Digital,” “we,” “us,” or “our” means Woods Digital.
• “Client,” “you,” or “your” means the business customer that enters into an agreement with Woods Digital.
• “Agreement” means the agreement between Woods Digital and the Client, including the signed proposal, quotation, statement of work, invoice, these Terms, and any other written arrangements agreed between the parties.
• “Services” means web design, web development, digital design, technical implementation, consulting, and related services provided by Woods Digital.
• “Deliverables” means the final work products delivered by Woods Digital, such as websites, designs, web pages, code, digital assets, layouts, and related materials.
• “Proposal” means the written offer, quotation, project proposal, or statement of work accepted by the Client.
• “Third-Party Materials” means materials, platforms, tools, plugins, fonts, stock images, software, AI tools, hosting services, or other products or services owned or provided by third parties.

Woods Digital provides services to business customers only.

By accepting a Proposal or using our Services, the Client confirms that it is acting for business or professional purposes and not as a consumer.

These Terms apply to all Proposals, quotations, invoices, projects, Services, and Deliverables provided by Woods Digital, unless we agree otherwise in writing.

If there is a conflict between documents, the following order applies:

1. A signed Proposal or statement of work;
2. Any data processing agreement, if applicable;
3. These Terms;
4. Any general information on our website or in other communications.

An Agreement is formed when:

• the Client signs or accepts a Proposal;
• the Client approves a quotation by email or in writing;
• the Client pays an invoice;
• the Client instructs Woods Digital to start work;
• the parties otherwise agree in writing that the project may begin.

Woods Digital may refuse or withdraw a Proposal before acceptance.

Woods Digital provides web design and web development services.

The exact Services, Deliverables, timeline, price, and project scope will be described in the Proposal.

Services may include, depending on the Proposal:

• website design;
• website development;
• UX/UI design;
• technical implementation;
• landing pages;
• digital assets;
• website revisions;
• setup of third-party tools;
• consulting and support;
• other related digital services.

Anything not expressly included in the Proposal is outside the project scope and may be charged separately.

All prices are stated in the Proposal.

Unless stated otherwise, prices are exclusive of VAT and other taxes.

A Proposal is valid for 30 days from the date of issue, unless the Proposal states a different validity period.

Woods Digital may charge separately for additional work, changes, rush work, extra revisions, third-party costs, licensing costs, or work outside the agreed scope.

The Client must provide everything Woods Digital reasonably needs to perform the Services. This may include:

• brand materials;
• text, images, videos, logos, and other content;
• access to hosting, domains, CMS systems, analytics, email systems, or other accounts;
• technical information;
• login details;
• feedback and approvals;
• legal texts, such as privacy policies, cookie notices, disclaimers, or terms for the Client’s own website;
• timely communication.

The Client is responsible for ensuring that all materials provided to Woods Digital are accurate, lawful, and do not infringe third-party rights.

If the Client does not provide required materials, feedback, approvals, or access on time, Woods Digital may pause the project, extend deadlines, or charge additional costs.

Woods Digital will make reasonable efforts to follow agreed timelines.

Timelines depend on timely cooperation from the Client. If the Client delays feedback, content, access, approval, payment, or other required input, project deadlines may be extended.

Woods Digital is not responsible for delays caused by:

• late or incomplete Client input;
• changes in project scope;
• third-party platforms or suppliers;
• technical issues outside our control;
• force majeure events;
• unpaid invoices.

If, after accepting a Proposal, the Client delays the project start, feedback, approval, or completion for more than 6 weeks, Woods Digital may charge a standby fee of €175 per week, provided that Woods Digital has notified the Client in writing before the standby fee starts.

Unless the Proposal states otherwise, each project includes two delivery or revision rounds.

A revision round means a reasonable set of changes requested by the Client after a delivery moment.

Additional revisions, new features, major design changes, changes after approval, or work outside the agreed scope may be charged separately.

Woods Digital may decide whether additional work is billed at the agreed hourly rate or quoted separately.

Deliverables are considered accepted when:

• the Client confirms approval in writing;
• the website or Deliverables are published, used, or made available to the Client’s customers;
• the Client requests publication or launch;
• the Client does not provide clear written feedback within 10 business days after delivery.

After acceptance, additional changes may be treated as extra work and charged separately.

For fixed-price project packages, payment is due as follows unless agreed otherwise:

• 50% before the project starts;
• 50% after completion or delivery.

Invoices must be paid within 14 days of the invoice date.

For hourly work, Woods Digital invoices monthly. Hourly invoices must also be paid within 14 days of the invoice date.

Woods Digital may require payment before starting or continuing work.

If an invoice is not paid on time, Woods Digital may:

• send a payment reminder;
• charge statutory commercial interest;
• charge reasonable collection costs;
• suspend work;
• withhold delivery, publication, transfer, or handover of Deliverables;
• terminate the Agreement if non-payment continues.

The Client remains responsible for all unpaid amounts, including costs for work already performed and third-party costs already incurred.

The Client may cancel a project by giving written notice.

If the Client cancels after the project has started, Woods Digital may invoice:

• work already performed;
• time already reserved;
• third-party costs;
• subcontractor costs;
• materials, licenses, or tools purchased for the project;
• any other costs reasonably incurred.

The initial 50% payment is intended to cover project start-up, planning, reserved capacity, and initial work. It is non-refundable unless agreed otherwise in writing or required by law.

If more work has been performed than covered by the initial payment, Woods Digital may invoice the additional amount.

Woods Digital may suspend or terminate the Agreement if:

• the Client does not pay on time;
• the Client does not provide required information, content, or access;
• the Client repeatedly delays the project;
• the Client acts unlawfully, abusively, or unreasonably;
• the Client asks Woods Digital to perform unlawful, misleading, infringing, or unethical work;
• continuing the project is no longer reasonably possible;
• the Client materially breaches the Agreement.

If Woods Digital terminates the Agreement because of Client breach, the Client must pay for work already performed and costs already incurred.

Because Woods Digital provides custom business services, fees for completed work, approved work, work in progress, reserved time, third-party costs, and purchased materials are generally not refundable.

Refunds are only provided if expressly agreed in writing or required by law.

Any request that changes the original scope may be treated as extra work. Examples of extra work include:

• additional pages;
• additional design concepts;
• extra revision rounds;
• new features;
• changes after approval;
• integrations not included in the Proposal;
• additional meetings;
• urgent or rush work;
• changes caused by third-party systems;
• content migration not included in the Proposal.

Extra work may be charged at the agreed hourly rate or under a separate quote.

Woods Digital may request written approval before performing extra work.

Woods Digital may use third-party tools and materials to provide the Services. These may include, but are not limited to:

• Figma;
• Stitch;
• ChatGPT or other AI tools;
• stock image platforms;
• fonts;
• plugins;
• hosting providers;
• CMS platforms;
• development frameworks;
• software libraries;
• analytics tools;
• other online platforms.

Third-Party Materials are subject to the terms and licenses of their respective owners.

The Client understands that ownership of custom Deliverables does not necessarily include ownership of Third-Party Materials.

The Client may need to pay for, maintain, or comply with third-party licenses after delivery.

Woods Digital may use AI tools to support research, ideation, drafting, design, development, debugging, workflow efficiency, or other project-related tasks.

Woods Digital remains responsible for the Deliverables it provides to the Client.

The Client should not provide sensitive, confidential, personal, or regulated information for use in AI tools unless this has been agreed in writing.

Woods Digital will not knowingly use Client confidential information in AI tools in a way that violates agreed confidentiality obligations.

After the Client has paid all outstanding invoices in full, the Client receives ownership of the final custom Deliverables created specifically for the Client, unless agreed otherwise in writing.

This transfer does not include:

• Woods Digital’s pre-existing materials;
• reusable code;
• templates;
• frameworks;
• know-how;
• methods;
• processes;
• concepts not selected or paid for;
• draft materials;
• Third-Party Materials;
• open-source software;
• stock images;
• fonts;
• plugins;
• software licenses;
• AI-generated or AI-assisted components where ownership cannot legally be transferred;
• materials owned by third parties.

Woods Digital may reuse general knowledge, ideas, methods, workflows, technical skills, and non-confidential know-how gained during a project.

The Client remains responsible for all materials it provides to Woods Digital.

The Client confirms that it has the right to use and provide those materials, including:

• logos;
• images;
• videos;
• fonts;
• brand assets;
• text;
• data;
• trademarks;
• login details;
• third-party account access.

The Client indemnifies Woods Digital against claims resulting from Client-provided materials that are unlawful, inaccurate, infringing, or used without proper permission.

Unless agreed otherwise in writing, Woods Digital may refer to the Client and the project in its portfolio, website, social media, proposals, case studies, and marketing materials.

This may include screenshots, descriptions, links, and general project information.

If the Client does not want Woods Digital to use the project for portfolio or marketing purposes, this must be agreed in writing before or during the project.

If an NDA is signed, Woods Digital will follow the agreed NDA terms.

Both parties must keep confidential information private.

Confidential information may include:

• business information;
• technical information;
• login details;
• financial information;
• strategy;
• designs;
• project plans;
• customer information;
• non-public website or product information;
• trade secrets;
• other information that should reasonably be understood as confidential.

Confidential information may only be used for the purpose of performing the Agreement.

This obligation does not apply to information that:

• is already public;
• becomes public without breach of the Agreement;
• was already known lawfully;
• must be disclosed by law or a competent authority.

Woods Digital may use subcontractors, freelancers, suppliers, or partners to perform the Services.

Woods Digital remains responsible for the Services provided to the Client, unless agreed otherwise in writing.

Subcontractors may be required to follow confidentiality obligations where appropriate.

If Woods Digital processes personal data on behalf of the Client, the parties may need to enter into a separate Data Processing Agreement.

The Client is responsible for ensuring that its own website, forms, analytics, cookies, marketing tools, CRM systems, and personal data processing comply with applicable privacy and data protection laws.

Unless expressly agreed in writing, Woods Digital is not responsible for drafting or approving the Client’s privacy policy, cookie policy, cookie banner, legal notices, or compliance documentation.

The Client is responsible for the legal accuracy and compliance of the Client’s own website content. This includes:

• product or service claims;
• pricing information;
• privacy notices;
• cookie notices;
• disclaimers;
• terms and conditions;
• regulated-industry statements;
• intellectual property rights;
• marketing claims;
• accessibility obligations, if applicable.

Woods Digital may assist with implementation, but does not provide legal advice unless expressly agreed in writing.

Hosting, maintenance, updates, backups, monitoring, security support, bug fixing, content updates, plugin updates, or post-launch support are only included if stated in the Proposal.

If not included, these services may be charged separately.

Woods Digital is not responsible for issues caused by:

• third-party hosting;
• plugin updates;
• CMS updates;
• Client edits;
• expired licenses;
• hacked accounts;
• weak passwords;
• third-party outages;
• changes made by the Client or another supplier.

If a Deliverable materially does not match the agreed scope, the Client must notify Woods Digital in writing within 14 days after delivery.

Woods Digital will make reasonable efforts to fix confirmed defects within the agreed scope.

This does not include:

• new features;
• subjective design preferences after approval;
• changes in scope;
• defects caused by the Client;
• defects caused by third parties;
• plugin, hosting, CMS, or browser changes;
• issues caused by lack of maintenance;
• problems caused after handover.

Woods Digital aims to provide professional web design and development services. However, Woods Digital does not guarantee:

• search engine rankings;
• website traffic;
• conversion rates;
• sales;
• revenue;
• advertising performance;
• customer acquisition;
• business growth;
• uninterrupted website availability;
• specific commercial results.

Any estimates, advice, or recommendations are provided in good faith but are not guarantees.

Woods Digital is only liable for direct damages caused by an attributable failure to perform the Agreement.

Woods Digital is not liable for indirect damages, including:

• lost profit;
• lost revenue;
• lost customers;
• lost data;
• business interruption;
• reputational damage;
• missed opportunities;
• third-party claims;
• damage caused by third-party tools, platforms, hosting, plugins, or suppliers.

Woods Digital’s total liability is limited to the amount paid by the Client for the relevant project, unless a different limitation is agreed in writing.

This limitation does not apply where liability cannot legally be limited.

The Client agrees to indemnify Woods Digital against claims, damages, costs, and expenses arising from:

• Client-provided materials;
• unlawful or infringing content;
• incorrect information supplied by the Client;
• use of Deliverables in breach of the Agreement;
• Client’s products or services;
• Client’s privacy, cookie, marketing, or legal compliance obligations;
• third-party claims related to Client instructions or Client materials.

Woods Digital is not responsible for delays or failure to perform caused by events outside its reasonable control. This may include:

• illness;
• internet failures;
• hosting outages;
• platform outages;
• cyber incidents;
• supplier failures;
• power failures;
• government action;
• strikes;
• war;
• natural disasters;
• changes by third-party platforms;
• other circumstances outside reasonable control.

If a force majeure event continues for a significant period, either party may have the right to terminate the Agreement in writing.

If Woods Digital performs work on the Client’s premises, the Client must provide a safe and suitable working environment.

If the Client or its personnel intentionally damage Woods Digital’s equipment or materials, the Client may be responsible for repair or replacement costs and related losses.

If damage occurs accidentally, the parties will cooperate reasonably to determine responsibility and insurance coverage.

Woods Digital may work for multiple clients, including clients in the same or similar industries.

The Client does not receive exclusivity unless this is expressly agreed in writing.

If a potential conflict of interest arises, Woods Digital may discuss suitable measures with the Client, such as confidentiality arrangements or separating project teams where practical.

The parties may communicate by email, phone, video call, project management tool, or another agreed communication channel.

Approvals, changes, and important decisions should be confirmed in writing.

The Client is responsible for responding within a reasonable time so that the project can continue smoothly.

The Client may accept a Proposal or Agreement electronically.

Acceptance by email, digital signature, written approval, payment, or instruction to begin work may be treated as acceptance of the Agreement and these Terms.

Woods Digital may update these Terms from time to time.

The version that applies to a project is the version accepted by the Client when the Agreement is formed, unless the parties agree otherwise in writing.

If any part of these Terms is invalid or unenforceable, the rest of the Terms will remain in effect.

The invalid or unenforceable part will be replaced, where possible, by a valid provision that comes as close as possible to the original purpose.

These Terms and all Agreements with Woods Digital are governed by the laws of the Netherlands.

The parties will first try to resolve any dispute through good-faith discussion.

If the dispute cannot be resolved, the dispute will be submitted to the competent court in Amsterdam, the Netherlands.