Terms & Conditions

1. Acceptance and relationship to project documents

These Terms & Conditions govern use of this website and the general basis on which Woodlentra Studio offers web, mobile, architecture, design, integration, modernization, optimization, security advisory and project-management services. By using the website, submitting an inquiry, requesting a proposal, accepting a statement of work or using a deliverable, the applicable user or client agrees to these Terms.

A signed master services agreement, statement of work, proposal, change order, data-processing agreement or other written project document may add to or modify these Terms. If a direct conflict exists, the signed project document controls for that engagement. Marketing copy, portfolio materials, preliminary discussions and website price references are informational and do not replace an executed agreement.

2. Eligibility and authority

A person using the website or requesting services represents that the person is at least 18 years old and has legal capacity to act. A person acting for a business represents that the person is authorized to provide information, request work, approve scope and bind that business to applicable documents. Woodlentra Studio may request reasonable confirmation of authority before relying on material instructions.

3. Website use

The website may be used only for lawful informational and business purposes. Users may not attempt to interfere with operation, introduce malicious code, bypass access controls, scrape protected areas, impersonate another person, submit false information, test security without written authorization, or use the website in a manner that infringes rights or creates unreasonable technical load. Access may be restricted when misuse, security risk or legal violation is reasonably suspected.

4. Services and proposals

Services are customized and begin only after scope, commercial terms and authorization are documented. Website prices are starting points or session prices, not binding quotations. A proposal may identify assumptions, exclusions, dependencies, client responsibilities, anticipated milestones and a validity period. Unless expressly stated otherwise, estimates are not fixed-price promises and timelines depend on timely decisions, access, content, approvals and third-party availability.

Woodlentra Studio may decline an inquiry where scope, capacity, risk, authority, compliance requirements, budget or technical conditions do not support a responsible engagement. No obligation to reserve time exists until required documents and initial payments are completed.

5. Client responsibilities

The client must provide accurate requirements, timely feedback, authorized access, lawful content, qualified decision-makers and all information reasonably required to perform the work. The client is responsible for reviewing deliverables, testing business rules, confirming regulatory obligations applicable to its own operations, maintaining independent backups and ensuring that instructions do not violate law, contract or third-party rights.

Delays or defects caused by incomplete information, conflicting stakeholder instructions, unavailable systems, unapproved dependencies, unauthorized modifications or late feedback may require schedule and fee adjustments. Woodlentra Studio may rely on instructions from the client’s designated contacts until written notice changes that authority.

6. Scope, assumptions and change control

Only items expressly included in an executed project document are included in scope. Features, integrations, environments, migration volume, accessibility targets, compliance activities, support periods, content entry, browser coverage and deployment responsibilities not expressly included are excluded. A requested change may affect architecture, schedule, testing, fees and prior work. Work on a change begins only after impact and authorization are documented.

If previously undisclosed conditions make the agreed approach unsafe, impractical or materially different, the parties will review alternatives. Woodlentra Studio is not required to continue under assumptions shown to be materially inaccurate.

7. Third-party services

Projects may depend on hosting, cloud infrastructure, app stores, payment providers, analytics tools, frameworks, plugins, application programming interfaces, fonts, libraries or other third-party products. Unless expressly included, the client is responsible for third-party accounts, approvals, charges, licenses and terms. Woodlentra Studio does not control third-party availability, policy changes, review decisions, data practices, backward compatibility or security events.

Recommendations are based on information reasonably available at the time and do not guarantee continued suitability. Rework caused by third-party changes after approval may require a new scope.

8. Communications and approvals

Project communications may occur through agreed email, project-management, repository or meeting channels. Formal approvals, change authorizations and acceptance decisions should be recorded in writing. Silence does not constitute approval unless the applicable project document establishes a review period and a defined deemed-acceptance process. Meetings may be summarized in written notes, and the client should identify material inaccuracies promptly.

9. Fees, invoices and taxes

Fees, deposits, retainers, milestones and due dates are specified in the applicable project document. Unless stated otherwise, amounts are in United States dollars, bank or platform charges are borne by the payer, and fees exclude applicable sales, use, withholding or similar taxes. Late or incomplete payment may pause scheduling, access, delivery, licenses, deployment or support. More detailed provisions appear in the Project & Payment Terms and any signed commercial document.

10. Intellectual property and licenses

Ownership and licensing are governed by the applicable agreement and Intellectual Property Policy. Unless otherwise agreed in writing, the client retains ownership of materials it supplies. Woodlentra Studio retains pre-existing tools, methods, know-how, reusable structures, general concepts and materials not created exclusively for the client. Transfer or exclusive licensing of final custom deliverables is conditioned on full payment and remains subject to third-party and retained-material licenses.

11. Confidentiality

Each party should protect nonpublic business, technical and commercial information received from the other and use it only for the relationship. Confidentiality does not cover information lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from another source. Disclosure may occur to personnel and advisers with a need to know or when legally required, subject where lawful to reasonable notice.

12. Security and regulated activity

Security advisory and testing are defensive and performed only within documented authorization. The client must identify systems, owners, environments, limits and prohibited actions before any assessment. Woodlentra Studio does not provide legal certification, formal audit opinions, penetration testing outside authorized scope, or a guarantee that a system is free from vulnerabilities. The client remains responsible for legal and sector-specific obligations unless a signed document expressly allocates a defined task.

13. Acceptance and correction

Deliverables must be reviewed within the period stated in the project document. A rejection must identify specific, reproducible failure to meet an express acceptance criterion. Preferences, newly requested behavior, third-party limitations and conditions outside the agreed test environment are not defects. Where a covered defect is reported timely, the primary remedy is reasonable correction or re-performance. Support, maintenance and warranty periods do not include new features or changes to approved requirements.

14. Disclaimers

Except for express written commitments, the website and services are provided on an “as available” basis. Woodlentra Studio disclaims implied warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, noninfringement and uninterrupted operation. No system is guaranteed to be error-free, continuously available, invulnerable or compatible with every future technology.

Business results, revenue, conversion, adoption, search ranking, app-store approval, regulatory outcome and third-party acceptance depend on factors outside the studio’s control and are not guaranteed.

15. Limitation of liability

To the maximum extent permitted by law, neither Woodlentra Studio nor its personnel will be liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for lost profit, revenue, data, opportunity, goodwill or business interruption, arising from the website or services. Aggregate liability connected with a specific engagement will not exceed the fees actually paid for the affected services during the six months preceding the event, unless a signed agreement states a different cap.

Limitations do not apply where prohibited by law and do not limit payment obligations, misuse of intellectual property, breach of confidentiality, fraud or willful misconduct to the extent such exclusions are legally enforceable.

16. Indemnity

The user or client will defend and indemnify Woodlentra Studio from third-party claims arising from materials, data, instructions or systems supplied by that party; unlawful or unauthorized use of deliverables; violation of third-party rights; or breach of these Terms. This obligation is subject to prompt notice, reasonable cooperation and appropriate control of the defense, except that no settlement may impose admission or nonmonetary obligation on the protected party without consent.

17. Suspension and termination

Access or work may be suspended for nonpayment, missing authorization, unsafe conditions, material breach, security risk, unlawful instructions or repeated failure to provide required dependencies. Either party may terminate as permitted by the applicable agreement. The client remains responsible for work performed, committed costs, noncancelable third-party charges and transition effort through the effective termination date. Provisions concerning payment, ownership, confidentiality, disclaimers, liability and dispute resolution survive.

18. Force majeure

Neither party is liable for delay caused by events beyond reasonable control, including infrastructure failure, widespread network disruption, natural disaster, labor action, government restriction, war, civil disorder, epidemic, supply interruption or failure of a critical third-party platform. The affected party will use reasonable efforts to reduce impact and resume performance.

19. Governing law and disputes

Unless a signed agreement provides otherwise, these Terms are governed by the laws of the State of Michigan, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve a dispute through written notice and management discussion. If unresolved, exclusive venue will lie in the state or federal courts serving the location of the stated business address, and each party consents to that jurisdiction.

20. General provisions

If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. Failure to enforce a right is not a waiver. Rights and obligations may not be assigned without consent except in connection with a lawful merger, sale or reorganization. These Terms and incorporated project documents form the complete agreement on their subject matter and replace prior inconsistent statements.