Project & Payment Terms

1. Application

These Project & Payment Terms apply to proposals and professional services offered by Woodlentra Studio. They supplement the Terms & Conditions and the applicable statement of work, proposal, order form or master services agreement. Project-specific documents may define different deposits, milestones, rates, acceptance periods or notice requirements. A signed project-specific term controls over a conflicting general term.

2. Proposal validity and formation

A proposal is valid only for the period stated in it and may be withdrawn before acceptance if capacity, scope, compliance risk or third-party conditions materially change. An engagement is formed only when required documents are accepted, the initial invoice is paid, and any required onboarding information is received. Verbal discussions and preliminary estimates do not reserve capacity.

The contracting client must identify its legal billing name, authorized contact, invoice address and any purchase-order requirement before work begins. An internal procurement process does not change an agreed payment due date unless accepted in writing.

3. Pricing models

Work may be priced as a fixed project, defined milestone, time and materials, consultation session or monthly retainer. A fixed price covers only the expressly stated scope and assumptions. Time-and-materials work is billed for actual time at the stated rates, subject to any documented estimate or cap. A retainer reserves a defined level of access or capacity and is not necessarily an hourly bank.

Website prices are reference points. Final pricing reflects complexity, risk, migration volume, integrations, environments, required documentation, accessibility, security, deployment responsibility, stakeholder structure and delivery timing.

4. Deposits and commencement

An initial deposit or first milestone payment may be required before scheduling. The payment reserves capacity and funds onboarding, discovery and setup. Unless the project document states otherwise, the deposit becomes nonrefundable when capacity is reserved or work begins. A start date is an estimate until the deposit, agreement, access and required inputs are complete.

5. Milestone billing

A project may be divided into discovery, architecture, design, engineering, integration, validation, deployment or other milestones. An invoice may be issued at the beginning, completion or approval of a milestone as stated in the project document. If a milestone depends on client review, the client must provide a consolidated response within the review period.

A milestone is considered ready for billing when its stated work has been materially performed, even if minor corrections remain. Newly requested behavior, preference changes, third-party failures and conditions outside accepted assumptions do not delay payment for conforming work.

6. Retainers

Monthly retainers are invoiced in advance unless otherwise stated. They reserve strategic, technical or management capacity during the applicable period. Unused capacity expires at the end of the period and does not roll over or convert to a refund unless expressly agreed. Work beyond the included scope or capacity requires approval and may be billed separately.

Retainers continue until the end of the agreed term or until terminated with the required written notice. A notice delivered after the renewal or invoice date may apply to the following period.

7. Invoices and due dates

Invoices are due on the date or within the period stated on the invoice. If no period is stated, payment is due within seven calendar days. The client must raise a good-faith invoice question promptly and pay all undisputed amounts by the due date. Administrative review, internal approval or missing purchase-order references do not excuse late payment when the client failed to provide the requirement before invoicing.

Woodlentra Studio may apply payments to the oldest outstanding balance and may require cleared funds before releasing source files, production credentials, deployment approval or transferred ownership.

8. Currency, taxes and fees

Unless stated otherwise, fees are in United States dollars. The payer is responsible for bank, wire, card, platform, intermediary and currency-conversion charges so that the invoiced net amount is received. Fees exclude sales, use, value-added, withholding and similar taxes. The client must pay applicable taxes except taxes based on Woodlentra Studio’s net income. If withholding is legally required, the client will provide documentation and, where permitted, gross up the payment so the agreed net amount is received.

9. Expenses and third-party costs

Travel, specialist services, licenses, hosting, cloud use, plugins, fonts, testing devices, data acquisition and other out-of-pocket costs are billed only as provided in the project document or approved by the client. Third-party costs may require prepayment. Once committed, they are noncancelable and nonrefundable to the extent the provider does not issue a refund.

10. Scope changes

A change to requirements, platform, integration, migration volume, environment, stakeholder process, acceptance criteria, schedule or release responsibility may require a change order. The impact may include work already completed under the previous direction. Woodlentra Studio will identify material effects where reasonably possible, but urgent diagnostic work may be billed at the applicable rate with authorized instruction.

No team member is required to perform added work without commercial authorization. A request described as “small” is not automatically included if it affects architecture, states, testing, data, accessibility, security or third-party behavior.

11. Client dependencies and delay

The client must provide timely decisions, accurate content, lawful data, account access, subject-matter expertise, testing personnel and a single consolidated approval position. If a dependency is late, the schedule moves by at least the resulting delay and may move further based on capacity. After ten business days of blockage, Woodlentra Studio may reallocate resources and require a revised schedule or remobilization fee.

Time reserved but unusable because of late cancellation, unavailable client systems or missing participants may be billed when it could not reasonably be reassigned.

12. Reviews and acceptance

The client must inspect a deliverable within the stated review period or, if none is stated, within five business days. Feedback must be consolidated, specific and tied to scope. A deliverable is accepted when the client approves it, deploys or uses it in production, instructs work dependent on it to proceed, or does not identify a material nonconformity within the review period after reasonable reminder.

A reported nonconformity must be reproducible in the agreed environment and relate to an express requirement. The studio will correct covered issues within a reasonable period. Acceptance does not waive a written warranty that expressly survives acceptance.

13. Late payment and suspension

Overdue balances may accrue the lesser of 1.5 percent per month or the maximum lawful rate, together with reasonable collection costs. Woodlentra Studio may suspend meetings, repository activity, licenses, deployments, support and further delivery after notice of overdue payment. Schedules and capacity are not guaranteed during suspension. Remobilization may require payment of all balances and a reasonable restart charge.

Suspension does not cancel the project or relieve the client of payment obligations. The client remains responsible for maintaining its systems and backups during suspension.

14. Termination accounting

On termination, the client must pay for completed work, reasonably measured work in progress, reserved time that could not be reassigned, approved expenses, noncancelable commitments and agreed transition assistance. Woodlentra Studio will provide a reasonable accounting and, after full payment, deliver paid work in its then-current condition subject to the agreement.

If prepaid amounts exceed the amount properly due, the excess will be returned. If the amount due exceeds payments received, the difference remains payable. Cancellation and refund details appear in the Refund & Cancellation Policy.

15. Intellectual-property condition

Ownership transfer and final licenses are conditioned on full payment. Until then, drafts and deliverables are licensed only for internal evaluation and testing. Nonpayment may result in suspension of licenses to the extent permitted by law. Third-party components remain subject to their own terms regardless of project payment.

16. Payment disputes and chargebacks

The client should provide written notice of a payment concern and a reasonable opportunity to investigate before initiating a chargeback. A payment dispute does not expand refund rights or authorize continued use of unpaid deliverables. Woodlentra Studio may provide the payment provider with the agreement, invoices, approvals, delivery records and communications relevant to the transaction.

17. Records

Electronic signatures, written approvals, repository events, project-management records, invoice records and communications may be used to document authorization, delivery and acceptance. The client is responsible for retaining its own copies of final commercial and technical records.