Terms and conditions

Terms and Conditions – Wambay

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Last updated: 2 februari 2024

These Terms and Conditions ("Terms") apply to all services provided by Wambay, a sole proprietorship based in the Netherlands and registered with the Dutch Chamber of Commerce (KvK). By engaging Wambay for any service, the client ("Client") agrees to these Terms.

1. Definitions

• Wambay: The contractor providing Webflow development, webdesign, consulting, integrations, training, and related services.
• Client: Any natural or legal person who commissions Wambay.
• Agreement: Any proposal, offer, project agreement, or statement of work agreed upon by both parties.
• Deliverables: All work created by Wambay as part of the Agreement.

2. Applicability

These Terms apply to all offers, quotations, Agreements, and services delivered by Wambay unless explicitly agreed otherwise in writing. The Client’s purchasing or other conditions do not apply unless Wambay explicitly accepts them in writing.

3. Offers and Proposals

1. All offers and proposals from Wambay are non-binding unless otherwise stated.
2. Prices stated in offers are valid for 30 days unless otherwise specified.
3. An Agreement is formed when the Client explicitly accepts an offer in writing.

4. Project Scope and Changes

1. Work is performed based on the scope described in the Agreement or proposal.
2. If the Client requests changes or additions that go beyond the agreed scope, these will be treated as additional work (meerwerk).
3. Wambay will inform the Client when work falls outside the initial scope and provide an estimate for additional costs.
4. Wambay will always make a reasonable effort to deliver within agreed timelines and budgets but cannot guarantee exact delivery dates unless explicitly agreed.

5. Responsibilities of the Client

The Client is responsible for:

• Providing timely feedback, materials, and approvals.
• Supplying accurate information required for the project.
• Ensuring they have the rights to all content provided.
  Delays caused by the Client may result in extended deadlines.

6. Delivery and Acceptance

1. Deliverables are considered accepted after the Client’s approval or after 10 days of no feedback following delivery.
2. Small deviations that do not materially affect functionality cannot constitute grounds for rejection.

7. Intellectual Property

1. All rights to Deliverables remain with Wambay until the Client has fully paid all invoices.
2. After full payment, ownership of the project assets transfers to the Client, except for underlying frameworks, reusable components, code libraries, or methodologies developed by Wambay.
3. Wambay may showcase the Client’s project in its portfolio unless the Client objects in writing.

8. Use of Webflow and Third-Party Tools

1. Wambay may use third-party tools such as Webflow, Finsweet, Zapier, Make, Mapbox, HubSpot, Salesforce, etc.
2. Licenses, subscription fees, or software costs from third parties are the responsibility of the Client.
3. Wambay is not responsible for downtime, bugs, or changes in functionality from third-party platforms.

9. Maintenance and Support

1. Support or maintenance is only included if explicitly described in the Agreement.
2. Additional support requests are billed at Wambay’s hourly rate unless otherwise agreed.

10. Budgets, Estimates, and Deviations

1. All budgets provided are estimates unless explicitly stated as fixed.
2. Wambay will always use best efforts to deliver within agreed budgets and timelines.
3. Wambay is not liable for exceeding estimates when the Client changes scope, delays feedback, or introduces new requirements.
4. If budget overruns become foreseeable, Wambay will inform the Client as soon as reasonably possible.

11. Payment Terms

1. Invoices must be paid within 14 days of the invoice date unless agreed otherwise.
2. Wambay may request a deposit or phased payments depending on project size.
3. In case of late payment:
   • The statutory commercial interest (wettelijke handelsrente) applies.
   • All extrajudicial collection costs are payable by the Client.
4. If the Client fails to pay within 30 days after the due date, Wambay reserves the right to temporarily suspend services. This includes, but is not limited to, restricting access to or disabling the website hosted, maintained, or technically controlled by Wambay.
5. Services will be reactivated once all outstanding invoices and associated costs have been paid in full.

12. Confidentiality

Confidentiality
Both parties agree to keep all confidential information private, unless required by law or with prior written consent.

13. Liability

1. Wambay’s liability is limited to the invoiced amount of the project or the portion of the project causing the damage.
2. Wambay is not liable for indirect damages, including loss of revenue, data loss, or consequential damages.
3. Wambay is not responsible for errors caused by third-party systems, plugins, or software.

14. Force Majeure

In cases of force majeure (overmacht), including illness, outages, or external disruptions, deadlines may be extended, and Wambay is not liable for related damages.

15. Termination

1. Either party may terminate the Agreement in writing.
2. The Client must pay for all work completed up to the termination date.
3. Prepaid amounts are non-refundable unless otherwise agreed.

16. Governing Law and Disputes

These Terms are governed by Dutch law. Disputes will be submitted to the competent court in the Netherlands.

17. Contact

Wambay
Heythuysen, Netherlands
KvK: 98538764
Email: johan@wambay.com

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