Terms & Conditions

Last updated: 1 October 2025

1. Definitions

For purposes of these Terms & Conditions (“Terms”), the following definitions align with the Service Agreement (“Agreement”):

“Agreement” means the signed Service Agreement between The Website Chefs and the Client, into which these Terms are incorporated by reference.
“Client” means the individual or entity identified in the Service Agreement.
“The Website Chefs” means the service provider offering the All-In Webservice, including its owners, employees, and contractors.
“Service” or “All-In Webservice” means the ongoing package of services described in the Service Agreement (e.g., custom website design, hosting, maintenance, content updates, and related digital services).
“Website” means the custom website created and/or maintained by The Website Chefs under the Agreement.
“Third-Party Components” means any third-party software, plugins, themes, fonts, code libraries, images, or services used for the Website that are subject to separate licenses or terms.
“Hosting” means server space and resources to keep the Website accessible online, as managed or selected by The Website Chefs (unless otherwise agreed).
“Backend” means the administrative dashboard or technical control layer of the Website.
“Minimum Service Term” means the initial minimum commitment specified in the Service Agreement.
“Service License” means the license granted to the Client during the active Service as described in Article 7.
“End License” means the license granted to the Client after Website Transfer as described in Article 7.
“Website Transfer” means the combined event consisting of: (i) delivery to Client of the Website Deliverables/files described in Articles 7.3 and 7.5 and (ii) the grant of the End License under Article 7.4, which occurs only after completion of the Minimum Service Term, payment of all amounts due, and completion of reasonable off-boarding steps.

2. Applicability & Order of Precedence

2.1. These Terms apply to all Services provided by The Website Chefs and form part of the Agreement.
2.2. If there is a conflict between these Terms and a completed, signed Service Agreement, the Service Agreement controls for the conflicting item only.
2.3. Any Client terms (e.g., on purchase orders or vendor portals) do not apply unless expressly accepted in writing by The Website Chefs.
2.4. The Website Chefs may update these Terms from time to time. Material changes will take effect after written notice. If the Client does not accept the revised Terms, the Client may terminate per the Service Agreement before the effective date of the change.

3. Pricing, Payment & Taxes

3.1. Fees, billing intervals and any minimum term are set forth in the Service Agreement.
3.2. Where the Agreement provides for a subscription or ongoing monthly fee, payment is due in advance and will be automatically charged each month via the payment method provided by Client, unless otherwise agreed in writing.
3.3. Where Client has an ongoing monthly payment obligation under the Agreement, Client authorizes The Website Chefs to charge, via the same payment method, incidental or recurring amounts for approved out-of-scope work, ad-hoc maintenance, and agreed third-party costs. Such amounts will be itemized on the next monthly invoice. If Client has no ongoing monthly obligation, these amounts will be invoiced separately.
3.4. After the Minimum Service Term, The Website Chefs may update pricing upon prior written notice; Client may cancel in writing before the effective date of the change.
3.5. Failed payments may result in pause or suspension of the Service until cured.
3.6. Any billing dispute must be raised in writing within a commercially reasonable period after the invoice or charge notice.
3.7. Overdue amounts may accrue interest at the lesser of the maximum rate permitted by applicable law or a commercially reasonable monthly rate, plus reasonable collection costs and attorneys’ fees.
3.8. Unless The Website Chefs is required by law to collect and remit, the Client is responsible for sales/use and similar taxes based on the Services.

4. Service Access & Platform Control

4.1. During the active Service, The Website Chefs retains full administrative/Backend control. The Client will not receive Backend or hosting access unless expressly agreed in writing.
4.2. The Website is hosted on infrastructure managed/selected by The Website Chefs unless otherwise agreed. Migration during the active Service is not permitted.
4.3. The Website Chefs may apply updates, security patches, or optimizations that do not materially degrade core agreed functionality or appearance.
4.4. Client acknowledges that reasonable planned maintenance and occasional unplanned outages may occur. The Website Chefs will use commercially reasonable efforts to minimize disruption and to notify Client of planned maintenance windows when practicable.

5. Client Responsibilities

5.1. During the term of the Service, Client will cooperate fully with The Website Chefs, including timely communications, approvals, and delivery of all requested materials necessary for proper performance of the Service.
5.2. The Website Chefs will not begin creation/design/development work until all required and complete information and content have been provided, unless otherwise agreed in writing. Required materials will be communicated to Client and may include, by way of example: logo files, images, videos, text/copy, business descriptions, contact details, product/service information, and design/layout preferences. Development begins only after all required materials have been received in full.
5.3. Client represents and warrants that all materials supplied to The Website Chefs are accurate, complete, and lawfully licensed, or that Client owns all IP rights necessary for their use. The Website Chefs is not liable for delays, errors, or legal issues arising from incorrect, incomplete, or unlawfully used Client materials.
5.4. Failure to provide required information or approvals on time may delay the agreed timeline for delivery or for implementing requested changes. The Website Chefs may adjust the project schedule accordingly and is not liable for missing target dates caused by such delays.

6. Edits, Updates & Maintenance

6.1. As part of the All-In Webservice, The Website Chefs provides ongoing, unlimited content adjustments and minor design or technical updates to keep the Website current, secure, and in line with prevailing (technical) standards and aligned with the Client’s business needs. This includes, among other things:
– a) changing or adding text, video, and/or images on existing pages in existing blocks and/or sections (so-called content adjustments);
– b) minor layout or design adjustments or layout or design additions (such as minimal color changes, moving (parts of) sections or blocks, or aligning the design with added text, video, and/or images, whether or not through the implementation of (small) new sections that align with existing content. This may also include adding (pop-up) banners, notification bars, or basic (contact) forms);
– c) otherwise updating existing pages insofar as these are customary and business-relevant adjustments that one can expect to be implemented periodically in the normal course of business (such as updating (business) services, team members, and/or prices). This is at The Website Chefs’ discretion, see also 6.2.
6.2. The policy in 6.1 supports reasonable, ongoing business use and does not cover large-scale changes, redesigns, recurring custom development, or complex/atypical features. The Website Chefs may assess each request for scope and complexity, especially where a request goes beyond 6.1 under a) (e.g., net-new pages or multi-page sections, multiple complex pop-ups, non-standard or extensive forms, custom-coded features, or partial redesigns). Where a request falls outside this policy, The Website Chefs will notify Client in advance and, if desired, provide a separate quote/SOW before proceeding. Determinations under this Section are within The Website Chefs’ reasonable discretion.
6.3. If requests are made in a manner that appears intended to circumvent the spirit of this policy, and no mutual agreement on scope or pricing is reached, The Website Chefs may refuse the request or terminate for cause under Article 8 (including during the Minimum Service Term). In such case, Client is not entitled to a refund, nor to the End License, unless expressly agreed otherwise in writing and the full amount due has been paid . The parties will first use good-faith efforts to find a workable solution.
6.4. Routine maintenance such as WordPress/core/CMS, database, framework, or plugin updates, performance optimizations, and security patches, may be performed proactively without separate approval unless such updates would materially change agreed appearance or functionality. The Website Chefs may temporarily take the Website or parts of the Service out of operation if maintenance reasonably requires it; no liability shall arise from such reasonable, temporary unavailability. Where practicable, The Website Chefs will schedule maintenance at low-traffic times and give reasonable advance notice of planned downtime.

7. Intellectual Property, Licenses & Website Transfer

7.1. While the Service is active and the Client is in good standing: (a) The Website Chefs retains all (copy)right, title, and interest in and to the Website’s design, code, structure, templates, and other materials created by or for The Website Chefs, excluding Client-provided materials; (b) the Client is granted a non-exclusive, non-transferable, non-sublicensable Service License to use the Website for its own ordinary business purposes during the active Service, subject to these Terms and timely payment; and (c) Backend and hosting access remain restricted to The Website Chefs unless otherwise agreed.
7.2. If the Client (a) cancels the Service after the Minimum Service Term stated in the Service Agreement, (b) pays all amounts due, and (c) completes reasonable off-boarding steps, the Client becomes eligible for Website Transfer.
7.3. As part of Website Transfer, The Website Chefs will deliver the Website Deliverables in a commercially reasonable export format, which may include: (i) a CMS export of site content (to the extent exportable); (ii) a packaged theme/template as configured; (iii) custom code (e.g., CSS/JS/PHP as applicable); and (iv) images and other creative assets authored by The Website Chefs for the Client. The Website Chefs is not required to deliver (a) internal tools, reusable frameworks, build systems, or design systems used across clients; (b) server configurations, SMTP credentials, or other infrastructure secrets; or (c) Third-Party Components that are non-transferable or require separate licenses. Where lawful and technically feasible, The Website Chefs will reasonably cooperate with Client’s transition to its own hosting. Data handling on exit follows Article 10.7. Any requested services beyond standard export/transfer may be performed under a separate statement of work or the Service Agreement.
7.4. As part of Website Transfer, The Website Chefs grants the Client a worldwide, perpetual, irrevocable (except for Client breach), fully paid-up, non-exclusive End License to use, reproduce, host, display, perform, modify, and create derivative works of the Website Deliverables for Client’s own business purposes, and to sublicense solely to hosting providers, contractors, or service vendors engaged by Client to operate, maintain, or modify the Website for Client’s benefit. No assignment or transfer of The Website Chefs’ intellectual property occurs under these Terms.
7.5. Certain components (e.g., premium plugins, fonts, themes, SaaS tools) may be non-transferable or require separate licensing in the Client’s name. Upon exit, The Website Chefs may remove such components, replace them with reasonably comparable free alternatives where feasible, or offer the Client the option to obtain its own licenses.
7.6. Client retains all right, title, and interest in and to Client Materials. Client grants The Website Chefs a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials solely to provide the Service and operate the Website and, unless Client opts out in writing, to showcase the Website in portfolios, case studies, and presentations. This license ends upon Website Transfer, except that reasonable archival/backups and prior portfolio uses may continue.
7.7. The Website Chefs may include a small “site by The Website Chefs” credit/link in the footer during the active Service and thereafter. Removal (or suppression) may be arranged for a one-time fee of $250 or as otherwise set forth in the Service Agreement or a mutually agreed SOW.
7.8. If the Client terminates before completion of the Minimum Service Term (or is terminated for cause under Article 8), the Client is not entitled to Website Transfer or to the End License. The Website and its components remain the exclusive property of The Website Chefs (subject to Client’s rights in Client-provided materials).
7.9. If there is a material dispute or Client breach, The Website Chefs may withhold Website Transfer and/or the End License until the dispute or breach is resolved or cured.

8. Term, Suspension & Termination

8.1. The Minimum Service Term, renewal/cancellation, and any notice requirements are stated in the Service Agreement. The Client may not terminate earlier than the Minimum Service Term except as expressly permitted in the Service Agreement.
8.2. The Website Chefs may suspend or terminate for cause upon notice if the Client: (a) fails to pay; (b) materially breaches these Terms or the Service Agreement; (c) requests illegal, abusive, unethical, or reputationally harmful content; or (d) persistently makes out-of-scope requests contrary to Article 6.
8.3. On suspension or termination for cause, The Website Chefs may restrict access and cease Services. If termination occurs before eligibility for the End License, Client’s right to use or reference the Website immediately ceases (excluding Client-provided materials).
8.4. The Website Chefs is not liable for lost data, revenue, or business resulting from a suspension/termination taken in accordance with this Article.

9. Disclaimers & Limitation of Liability

9.1. The Website Chefs will use commercially reasonable efforts to deliver a secure, functional Website consistent with professional practices. No service can be guaranteed error-free or uninterrupted.
9.2. To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, data, or business opportunities.
9.3. The Website Chefs is not responsible for errors or outages caused by Third-Party Components, hosting providers, or factors beyond its reasonable control, including changes or end-of-life of third-party tools.
9.4. Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, governmental action, widespread outages).
9.5. Except for amounts the Client owes, breaches of confidentiality or IP/license terms, or claims that cannot be limited by law, each party’s aggregate liability under the Agreement is limited to the amounts paid by Client for the Service during the twelve (12) months preceding the event giving rise to the claim.
9.6. Nothing limits liability to the extent prohibited by law (e.g., for fraud or willful misconduct).

10. Privacy & Data Use

10.1. For Website visitor data, the Client acts as business/controller; The Website Chefs acts as service provider/processor and will process personal data only to provide the Service to the Client.
10.2. Unless instructed otherwise, The Website Chefs implements a privacy-lean default set-up (e.g., form delivery via transactional email/SMTP with local DB storage off; anti-spam; basic analytics without ads features). Functionally equivalent substitutions may be made for security/performance.
10.3. The Client is responsible for its privacy/cookie policy and legal notices. Upon request by the Client, The Website Chefs will provide a current list of tools used to assist the Client in preparing policy disclosures. Any drafting by The Website Chefs is a service only and not legal advice; the Client must review/approve any such drafted documentation.
10.4. Enabling ads/retargeting, session replay, A/B testing, new third-party recipients, or sensitive/new categories of data requires prior written approval from Client; The Website Chefs will implement required disclosures/controls after approval.
10.5. The Website Chefs may use sub-processors bound by confidentiality and appropriate safeguards; absolute security cannot be guaranteed.
10.6. The Website Chefs will notify Client without undue delay of any confirmed security incident affecting Website data under its control and provide reasonable cooperation.
10.7. Routine logs/backups are kept for standard windows. Upon termination or exit, The Website Chefs will delete/return personal data processed on Client’s behalf within standard windows, except where law requires longer retention. Upon Website Transfer, Client assumes full responsibility for ongoing privacy compliance.
10.8. Client is solely responsible for downstream use/storage of data (CRMs, ESPs, etc.).
10.9. The Website should display footer links to Privacy Policy, Terms, and Contact; where subscriptions are sold, checkout/confirmations should clearly state billing and cancellation details as required by applicable law.
10.10. The default setup is not intended for collecting children’s data or sensitive categories; any such collection requires a separate written agreement and may require additional controls.

11. Governing Law, Venue & Other Terms

11.1. These Terms and the Agreement are governed by and construed in accordance with the laws of the Netherlands, without regard to conflict-of-laws rules. The parties agree that the courts located in The Hague, the Netherlands shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Agreement, subject only to mandatory provisions of applicable law.
11.2. Before filing a claim, the parties will attempt good-faith negotiations for a commercially reasonable period.
11.3. Client may not assign the Agreement without The Website Chefs’ prior written consent; The Website Chefs may assign in connection with a merger, acquisition, or sale of substantially all assets.
11.4. If a provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in force.
11.5. Failure to enforce a provision is not a waiver of future enforcement.
11.6. The Agreement (including these Terms and any incorporated SOWs/attachments) is the entire agreement and supersedes prior proposals or representations on the subject matter.
11.7. Formal notices must be in writing and sent to the contacts set out in the Service Agreement (or updated in writing). Email notices are effective upon confirmed delivery or next business day.

12. Acceptance

By signing the Service Agreement or using the Service after receipt of these Terms, the Client acknowledges and agrees to these Terms in their entirety.