Scope of Service

Webintelligence provides web development and digital consulting services (including concept design, WordPress website solutions, engineering, and maintenance). These Terms and Conditions apply to all proposals, offers, and contracts between Webintelligence (“we/us”) and any Client (“Client”) engaging our services. Any deviation from these Terms must be agreed in writing. The scope of services (project deliverables, timelines, fees, etc.) will be set out in a separate service agreement or offer. Our website descriptions and marketing materials are non-binding unless explicitly confirmed in a signed contract.

Service Delivery and Changes

We will perform the agreed services with reasonable skill and care. We select appropriate tools and technologies based on project requirements. If the Client requests changes (scope, features, schedule, etc.), we will assess the impact on cost and schedule and provide written confirmation of any adjustments (which may include additional fees). Routine communications on project progress (meetings, status reports) will be carried out as agreed.

Client Obligations

The Client shall:

• Provide Webintelligence with all necessary information, materials, and access (e.g., content, login credentials, design assets, feedback) in a timely and complete manner.
  
• Ensure any content or data supplied to us does not infringe third-party rights (copyright, privacy, etc.) and obtain any required consents.
  
• Supply any systems or access (hosting accounts, APIs, test environments) needed for Webintelligence to perform the work.
  
• Respond promptly to reasonable requests and confirm approvals or revisions in writing.
  
• Comply with any applicable laws or regulations regarding the project (for example, if the project involves personal data, GDPR or equivalent must be followed by the Client).
  

Failure to meet these obligations may delay the project or entitle us to adjust the schedule and fees.

Pricing and Payment

The Client agrees to pay the fees set out in our offer or service agreement. All prices are exclusive of VAT and any other applicable taxes or duties. Invoices are due upon receipt (or within 14 days, if stated). Late payments incur interest of 5% per annum above the base rate (or the statutory default rate, if higher) from the due date until payment is made. We reserve the right to suspend work on overdue accounts. Payments must be made by bank transfer (or other agreed method) to the account specified on the invoice.

Any additional services or expenses (such as travel costs, third-party licensing fees, or premium plugins/themes) not included in the original agreement will be billed separately. If the project runs long-term, we may adjust rates annually; the Client may terminate if the rate increase exceeds typical market rates.

Confidentiality and Data Protection

Each party shall keep confidential any proprietary or sensitive information disclosed by the other party in connection with the project. Confidential information includes business data, technical information, client lists, trade secrets, and any data marked or known to be confidential. Neither party will disclose such information to third parties without prior written consent, except to the extent required by law.

Webintelligence will comply with all applicable data protection laws (including GDPR for EU data subjects) in processing any personal data. We collect and use Client data only to the extent necessary to perform our services. We maintain appropriate technical and organizational measures to protect data security. Our Privacy Policy (available on our website) describes how we handle personal data in detail.

Intellectual Property

Webintelligence retains all intellectual property rights in any pre-existing materials, tools, software frameworks, or know-how it uses in the project. For any custom deliverables (website code, design, content templates, etc.) created by Webintelligence, we grant the Client a non-exclusive, non-transferable license to use the deliverables solely for the agreed purpose and, in the case of final websites or products, only after full payment.

The Client may not reproduce, modify, or use the deliverables beyond the scope of the project without our express written permission. If the project involves open-source or third-party components, their licenses will govern their use. The Client shall not claim authorship of Webintelligence’s work or remove our proprietary notices.

Warranty and Disclaimers

Webintelligence will use reasonable efforts to ensure services are of professional quality. However, we do not warrant that websites or software will be completely error-free, uninterrupted, or immune from third-party interruptions (e.g. hosting failures, network issues). We do not guarantee specific search engine rankings, user traffic, or business results unless explicitly stated in writing.

To the extent permitted by law, all services and deliverables are provided “as is.” We disclaim all implied warranties (merchantability, fitness for a particular purpose, etc.). Except as set forth herein, any claims for defects or non-performance must be made promptly in writing. We will correct any non-conformity to the extent practicable but are not liable for client modifications or misuse of deliverables.

Limitation of Liability

Neither party shall be liable for indirect, incidental, special, or consequential damages (including lost profits or business interruption) arising out of this Agreement. Webintelligence’s total liability for any claim related to the services (whether contract, tort, or otherwise) is limited to the fees paid by the Client under the affected contract.

Webintelligence is liable for damages only if caused by willful misconduct or gross negligence. Liability for simple negligence is limited to the foreseeable loss typically associated with the contract. In any case, liability for personal injury or intentional wrongdoing is not excluded.

Force Majeure

Webintelligence shall not be liable for delays or failures in performance due to war, terrorism, civil unrest, strikes, epidemics/pandemics, fire, floods, or other events beyond our reasonable control. In such event, the affected party will notify the other and time for performance will be extended reasonably. If force majeure continues for more than 60 days, either party may terminate the affected portion of the contract.

Term and Termination

Unless otherwise agreed, the contract term is tied to the project timeline or service period. Either party may terminate the contract for material breach if the other party fails to cure the breach within 30 days of written notice. Upon termination or expiration, the Client will pay for all work completed up to the termination date, and we will deliver any completed deliverables (subject to payment).

If the Client cancels a project after work has begun, the Client is responsible for payment of all costs incurred up to that point. Webintelligence may withhold deliverables and source files until all outstanding invoices are paid.

Governing Law and Jurisdiction

These Terms and any services under them are governed by the laws of the Federal Republic of Germany (excluding the CISG). Any disputes arising from or related to this contract shall be subject to the exclusive jurisdiction of the courts of our place of business in Germany. If the Client is not a merchant or is covered by public law, we may alternatively sue at the Client’s general place of jurisdiction.

Miscellaneous

• Entire Agreement: These Terms, together with any incorporated documents (project proposal, offer, privacy policy, etc.), constitute the entire agreement between the parties, superseding all prior understandings. Any amendments must be in writing and signed by both parties.
  
• Severability: If any provision of these Terms is invalid or unenforceable, the remainder shall remain in full force. Parties will replace the invalid provision with a valid one that closely reflects its economic intent.
  
• Assignment: The Client may not assign or transfer its rights or obligations under this contract without our written consent. We may assign or subcontract any part of our obligations (e.g. for specialized services) without the Client’s consent, provided it does not adversely affect the project.
  
• Notices: Any notice required under this Agreement shall be in writing (email is acceptable) and deemed given upon delivery to the designated contact.
  

By engaging Webintelligence’s services, the Client acknowledges reading and agreeing to these Terms and Conditions.