Terms of Service
These Terms of Service ("Terms") govern your access to and use of the website at whitewelldigital.com and the web design, hosting, and related services provided by Whitewell Digital ("Whitewell Digital," "we," "us," or "our"). By accessing our website or engaging us for services, you ("you," "the client") agree to be bound by these Terms. If you do not agree, please do not use our website or services.
1. Services
Whitewell Digital provides custom website design, development, hosting, maintenance, and related digital services. The specific services, deliverables, timeline, and price for any project will be described in a written quote, proposal, or order ("Project Agreement") that you approve. In the event of a conflict between these Terms and a signed Project Agreement, the Project Agreement controls for that engagement.
2. Quotes and Project Scope
Quotes are based on the scope of work described at the time they are issued and are valid for 30 days unless stated otherwise. Work outside the agreed scope ("change requests") may require an adjustment to the price and timeline, which we will communicate to you before proceeding. We are not obligated to perform work beyond the agreed scope without your approval of any additional fees.
3. Pricing and Payment
One-time builds
One-time website builds are billed as a fixed project fee as set out in the Project Agreement, plus an ongoing hosting fee billed monthly. Unless otherwise agreed, a deposit may be required before work begins, with the balance due before the site is launched or transferred to you.
Monthly plans
Monthly plans are billed in advance each month and require an initial minimum commitment of six (6) months from the date the plan begins. After the initial six-month term, the plan continues on a month-to-month basis until cancelled in accordance with Section 9. By starting a monthly plan, you agree to this minimum term.
General payment terms
- All prices are in U.S. dollars and exclude any applicable taxes, which are your responsibility.
- Invoices are due on the date stated. Late or failed payments may result in suspension of services, including taking a website offline, until amounts owed are paid.
- Recurring fees (monthly plans and hosting) authorize us, or our payment processor, to charge your designated payment method on a recurring basis.
4. Client Responsibilities
You agree to:
- Provide accurate, lawful content (text, images, logos, and other materials) and timely feedback so we can complete the work;
- Ensure you own or have the right to use all materials you provide to us;
- Review deliverables and respond within a reasonable time, as excessive delays may affect the timeline or price; and
- Maintain the security of any account credentials we provide to you.
We are not responsible for delays caused by your failure to provide materials, approvals, or payment on time.
5. Revisions
The number of revision rounds included is stated in your Project Agreement. Additional revisions or changes requested after the included rounds, or after a project is marked complete, may be billed at our then-current rates.
6. Intellectual Property and Ownership
Upon full payment of all fees due for a one-time build, ownership of the final, delivered website design and custom code created specifically for you transfers to you. We retain ownership of any pre-existing tools, frameworks, code libraries, and techniques we use to create your site, and we grant you a non-exclusive license to use those as incorporated into your website.
For monthly plans, the website and associated code remain the property of Whitewell Digital and are licensed to you for use while your plan is active. We may retain the right to display non-confidential work in our portfolio and marketing unless you ask us in writing not to. Third-party components (such as fonts, plugins, or stock assets) remain subject to their own licenses.
7. Hosting and Third-Party Services
Our services may rely on third-party providers for hosting, domains, email, analytics, and similar functions. We are not responsible for the performance, availability, or actions of those third parties, and your use of their services may be subject to their own terms. While we take reasonable steps to keep hosted sites available, we do not guarantee uninterrupted or error-free service.
8. No Guarantee of Results
We build fast, well-structured websites and apply search-engine optimization best practices. However, we do not guarantee any specific outcome, including particular search rankings, traffic levels, conversion rates, revenue, or third-party performance scores. Such results depend on many factors outside our control, including search engine algorithms, competition, and your own business activities. Any figures, statistics, or examples shown on our website are for illustration only and are not a promise of results.
9. Cancellation and Termination
Monthly plans require an initial six-month minimum term (see Section 3). If you cancel during that initial term, you remain responsible for the monthly fees for the remainder of the six-month term, which become due on cancellation. After the initial term, you may cancel at any time by contacting us, and cancellation takes effect at the end of your current billing period. Fees already paid are non-refundable except as required by law.
We may suspend or terminate services if you breach these Terms, fail to pay amounts owed, or use our services unlawfully. Upon termination, any outstanding fees become immediately due. Sections that by their nature should survive termination (including Sections 6, 8, 10, 11, and 12) will continue to apply.
10. Warranties and Disclaimers
Except as expressly stated in a Project Agreement, our services and website are provided "as is" and "as available" without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our website or any site we build will be uninterrupted, secure, or error-free.
11. Limitation of Liability
To the fullest extent permitted by law, Whitewell Digital and its owners will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business, arising out of or related to your use of our website or services, even if we have been advised of the possibility of such damages. Our total aggregate liability for any claim arising out of or relating to these Terms or our services will not exceed the amount you paid to us for the services giving rise to the claim during the three (3) months preceding the event that gave rise to the liability.
12. Indemnification
You agree to indemnify and hold harmless Whitewell Digital and its owners from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of content or materials you provide, your use of the services, or your violation of these Terms or any law or third-party right.
13. Confidentiality
Each party agrees to keep confidential any non-public business information shared by the other party in connection with a project, and to use it only for the purpose of performing or receiving the services.
14. Governing Law
These Terms are governed by the laws of the State of California, United States, without regard to its conflict-of-laws rules. You agree that any dispute arising out of or relating to these Terms or our services will be subject to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California.
15. Changes to These Terms
We may update these Terms from time to time. When we do, we will revise the "Last updated" date above. Your continued use of our website or services after changes take effect constitutes acceptance of the updated Terms.
16. General Provisions
Entire agreement. These Terms, together with any Project Agreement and our Privacy Policy, constitute the entire agreement between you and Whitewell Digital regarding our services and supersede any prior or contemporaneous agreements or understandings on that subject.
Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations, for example in connection with a merger, acquisition, financing, or sale of assets.
Force majeure. We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, outages or failures of third-party services, internet or hosting failures, labor disputes, or government actions.
17. Contact Us
If you have questions about these Terms, contact us:
These Terms of Service are provided for general informational purposes and should be reviewed by qualified legal counsel and tailored to your specific business, legal entity, payment terms, and service offerings before being relied upon.