Terms and conditions of use

By using the digital marketing, writing, coaching, mentoring, and consulting services of WDI SA, you agree to be bound by the following terms and conditions.

WDI SA reserves the right to modify the Terms and Conditions at any time without notice, and your continued use of WDI SA constitutes your consent to such changes.

Scope of services

WDI SA will provide a continuous set of digital marketing services, including website design, text and copy development, search engine optimisation, website updates as described on the registration page for each specific service, and high-value digital and marketing content development on topics and issues related to personal development, astrology, well-being, and hypnosis.

WDI SA will only provide the professional services and/or products specified in the Contract (the 'Work'). The Client understands and agrees that, unless otherwise specified in the Contract, WDI SA is not responsible for any other work or scope of supply or any disclosure, notification, or report that may be required by third parties, including the relevant government authorities.

WDI SA undertakes to provide all services that are added to or fall outside the scope of the works identified in the Contract. The Client shall promptly pay WDI SA for such services in accordance with the terms and rates specified in the Contract or, if no such terms or rates are specified in the Contract, in accordance with WDI SA’s General Terms and Rates for the services provided.

Scope limitations

WDI SA will not be responsible for any work beyond the scope of services defined in the subscription plan in effect at the time the Client subscribes to the service. Any changes to the scope of services will only be effective with the approval of both parties.

Management responsibility

WDI SA will provide the Client with certain tools, methods, and resources designed to help them develop. However, the Client is fully and exclusively responsible for their own performance and satisfaction. Additionally, the Client is fully and exclusively responsible for understanding and ensuring compliance with all regulatory, legal, or contractual obligations, including, without limitation, data held by the Client, information provided by the Client to Clients and/or other third parties, and all protection and security measures that may be required.

WDI SA may participate in the implementation of the necessary systems services and functions, but the Client is solely responsible for the final results, actions taken, and outcomes achieved.

Client content

The Client represents and warrants to WDI SA that:

• They own, or have acquired express written permission to use, all content that the Client provides to WDI SA ('Client Content');
• The Client content does not contain any obscene, threatening, harassing, vulgar, defamatory, libellous, infringing, or illegal content;
• The Client content does not infringe or violate the rights of any third party, including copyrights and trademarks;
• There are no claims against the Client regarding the Client Content; and
• The Client will at all times ensure that they comply with the terms and conditions of any licence agreement between the Client and a third party.

Delays and claims

• In the event that the Client proves that the Services are delayed or non-compliant with the Contract, WDI SA will be obligated to remedy or redeliver, at its sole discretion, without undue delay. In the event that the Services continue to be non-compliant with the Contract after reasonable attempts to remedy the situation, the Client will be entitled to cancel the Order provided that the non-compliance is substantial.
• Claims regarding delays or breaches of contract must be submitted immediately after the time when the Client became aware or should have become aware of the issue. If the Client does not bring the defect (unless its nature makes it impossible to determine within such a time) to the attention of WDI SA within 48 hours, the Client will be deemed to have accepted the services and will not be entitled to any remedies based on delays or breach of contract.
• The Client hereby acknowledges that certain Services are dependent on goods and/or services provided by third parties ('Third Party Services'). The Client acknowledges that Third Party Services will be governed by the terms and conditions of those third parties, and WDI SA cannot provide any warranties regarding Third Party Services and will not be liable to the Client for any delay and/or failure in this regard. Third party service providers may provide their own warranties to the Client, and the Client should ensure that such warranties (if given) are acceptable or not for the Client's business needs or risk management policies.
• The sole responsibility of WDI SA regarding third party services is to exercise reasonable care and skill in selecting the providers of such services.
• The Client's exclusive remedies for delay in delivery or Services non-compliant with the Contract are those specified, and if the remedies set out in these Terms have been exhausted, the Client's final remedy is limited to cancellation of the Contract and WDI SA’s sole liability is to refund any payment for Services non-compliant with the Contract, subject to the limitations set out in the clause below.

Liability

Except as expressly stated in this clause, WDI SA shall have no liability to the Client for any loss or damage of any kind arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

Without prejudice to the generality of the above clause, WDI SA shall not be liable for any loss or damage that may be suffered by the Client, whether suffered directly or indirectly or whether immediate or consequential, which fall into the following categories:

1. Any indirect or consequential loss arising from the Contract or in connection with it, even if WDI SA was aware of the circumstances in which such loss might arise;
2. Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
3. Loss of data;
4. Fraudulent clicks on any of the Client’s accounts managed by WDI SA.

To the extent that such liability is not excluded by the sub-clauses above, the total liability of WDI SA (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any indemnity or contribution claim (including for material damage) or otherwise shall in no event exceed the total amount billed for the Services.

Other liability limitations

WDI SA shall not be liable for downtime, interference in the form of hacking, viruses, disruptions, interruptions, defective third-party software, search engines or websites on which a service or other deliveries depend. WDI SA will make every effort to assist with repair efforts if the Client so requests. Any work related to repair efforts as described above will be billed separately to the Client in accordance with these Terms or (at the discretion of WDI SA) at WDI SA’s applicable price list from time to time.

WDI SA shall not be liable for any changes made without notice by the Client or any third party employed by the Client to domain names, websites, links, technical configurations, etc., affecting the Services provided by WDI SA. Any previous or subsequent work related to the adjustments required as a result of these changes will be billed to the Client in accordance with these Terms or on the basis of WDI SA’s applicable price list from time to time, at the discretion of WDI SA.

WDI SA undertakes to make all reasonable efforts to provide services related to search engine optimisation, links, advertisements, banners, pay-per-click, and Google Analytics in accordance with the applicable guidelines of the relevant search engines. However, WDI SA shall not be held liable for delays or non-conformities due to changes in terms and conditions, evaluation algorithms, search criteria, display policy, campaign pricing and offers, or other elements beyond the control of WDI SA and reserves the right to make changes to the services accordingly. Additionally, WDI SA shall not be liable for any other changes or discontinuance of search engines.

WDI SA shall not be liable for services related to search engine optimisation, link building, advertisements, banners, or sponsorships resulting in a minimum number of views, positions, or frequencies in relevant keyword searches or otherwise. Additionally, WDI SA shall not be liable for ensuring that these services result in a certain volume of traffic, clicks, registrations, purchases, or otherwise.

WDI SA shall not be liable for URLs deleted or excluded by a search engine for any reason.

If the Client does not implement all or part of WDI SA’s recommendations, WDI SA shall not be liable for any lack of success encountered by the Client regarding the Services.

Client property and WDI SA property

Upon receipt of payment, WDI SA grants all rights to the content produced for the Client exclusively to the Client, excluding third-party components. Notwithstanding the foregoing, WDI SA reserves the right to display graphics and other web content as examples of WDI SA’s work. WDI SA shall own and retain all intellectual property rights in any pre-existing materials, information, know-how, and data created.

Copyright

All content produced by WDI SA as part of the Services, including software and web code, content, graphics, and design, or material developed or licensed by WDI SA for the Client as part of the Services, is copyrighted by WDI SA and remains the exclusive property of WDI SA. Upon termination of this Contract, the copyrights will remain the property of WDI SA. After twelve months of service and full payment if the Client chooses to cancel this contract under the terms, any content copyrighted by WDI SA, except for software, web code, WordPress themes and plugins, PSD files, and other files or code used to create the Client's website and newsletter, may be used indefinitely by the Client for their business website, newsletter, and other marketing materials. This use shall be limited to the Client's business use only, and the Client has no right to resell, sublicense, or otherwise authorise the use of the content by third parties.

In the event that WDI SA ceases its business operations and provides the services described in this contract, any content copyrighted by WDI SA, except for software, web code, WordPress themes and plugins, PSD files, and other files or code used to create the Client's website and newsletter, may be used indefinitely by the Client for their business website, newsletter, and other marketing materials. This use shall be limited to the Client's business use only, and the Client has no right to resell, sublicense, or otherwise authorise the use of the content by third parties.

Link

The Client hereby acknowledges and agrees that WDI SA shall have the right to use the Client’s name, including the Client’s website, as a reference as a WDI SA service Client for reference and marketing purposes.

Site and information access

The Client agrees to ensure the right of entry and access to all sites, equipment, and other relevant information under their control or possession, to the extent necessary for WDI SA to complete the work in a timely and complete manner. WDI SA is not responsible for the quality or accuracy of data or information, or the methods by which the data was developed, where such information or data is provided by or through the Client or others who are not agents of WDI SA.

WDI SA has no obligation to investigate facts or conditions not disclosed to it by the Client.

Confidentiality

All personal data submitted by Clients or that we collect when Clients use our website is subject to WDI SA's privacy policy, available at Privacy and Cookies Policy, the terms of which are hereby incorporated into these terms and conditions.

Payment terms

Failure by the Client to make timely payment constitutes a material breach of the contract by the Client allowing WDI SA to suspend its performance hereunder; additionally, WDI SA shall have all other remedies available to WDI SA by law, equity, and these terms.

WDI SA reserves the right to apply a 12% interest on any overdue invoice. If the Client has provided WDI SA with credit card authorisation, WDI SA shall be entitled to charge the invoice amount and interest to such card. The Client shall be responsible for all collection costs, including reasonable attorney fees, incurred by WDI SA as a result of any collection process or procedure.

Cancellation and notice of cancellation

WDI SA or the Client may cancel this Contract in advance by giving written notice of cancellation to the other party at the address provided at least thirty (30) days before the requested cancellation date. Any notice ('Notice') shall be deemed sufficient if in writing and sent to the address of the party as provided in the Contract or sent by email to an authorised representative, provided that such notice confirms the date of receipt.

Term and termination

Except in cases of non-performance by either party, this Contract will remain in effect until formally terminated in writing by either party. WDI SA will begin billing the subscription to the Client from the date ('Renewal Date') when the Client agrees to these service terms, and it will automatically renew for a further period of one (1) month until formally terminated in writing or by email. Termination of this Contract requires written or electronic notice delivered thirty (30) days prior to the desired termination date. Repeated failure to make payment on the due date for any period gives WDI SA the option to terminate the Contract immediately. Upon expiration or termination of this Contract for non-payment or non-performance by the Client, (i) all licences granted by WDI SA to the Client hereunder shall automatically terminate, and the Client shall immediately cease using the licensed content and other marketing materials provided, and (ii) the Client’s right to Services granted to WDI SA’s Clients shall automatically terminate.

Payment for services

The Client will pay monthly fees to WDI SA for a subscription to services as described in the WDI SA plan in effect at the time of this agreement and for the licence to use WDI SA's web services, software, and licensed content in conjunction with those services.

Payment will be made by automatic credit card transactions. Invoices will include the monthly subscription fees and any additional fees for optional services or other additional services purchased by the Client. Invoices will be issued and automatic transactions processed on the renewal date.

Warranty

WDI SA will provide its services and fulfil its obligations under this Contract in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in WDI SA’s industry, and will provide a level of care based on commercially reasonable efforts. The services and all products provided under the services are provided 'as is' and WDI SA disclaims any liability and the Client waives all warranties, express or implied, as to merchantability, fitness for a particular use or purpose, title, non-infringement, or any other warranty, condition, guarantee, or representation related to the services. WDI SA does not warrant that the software or products or services provided hereunder will be uninterrupted or error-free. In no event, including negligence, shall WDI SA be liable for any direct, incidental, special, or consequential damages or any other damages, including damages resulting from the use or inability to use the website. WDI SA shall not be liable for any damages resulting from errors, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.

Warranty disclaimer

Except as expressly set forth herein, WDI SA's services are provided 'as is'. WDI SA expressly disclaims any warranties, express, implied, or statutory, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade. WDI SA does not warrant that the services will meet the Client’s specific requirements or that the services will be completely error-free, totally secure, or uninterrupted. WDI SA shall not be liable to the Client or any third party for any unavailability or inoperability of telecommunications systems, internet, search engines, social media sites, technical malfunctions, computer error, corruption, or loss of information, or any other injury, damage, or disruption of any kind beyond WDI SA’s reasonable control. The Client assumes all risks related to the processing of transactions related to electronic commerce. The Client's sole remedy for breach of the above warranty is to require WDI SA to correct or replace, at WDI SA's choice, the affected service if the Client informs WDI SA of such breach within 3 months from the date the affected services were provided.

Liability limitations

Except to the extent finally determined to have resulted from gross negligence or intentional misconduct by WDI SA, WDI SA's liability to pay damages for any loss incurred by the Client due to breach of contract, negligence, or other tort by WDI SA, regardless of the theory of liability invoked, is limited to a total amount no more than the basic fees paid for the last three (3) months under this agreement.

In no event shall WDI SA and its licensors be liable for loss of profits or any consequential, indirect, punitive, exemplary, or special damages. In addition, WDI SA shall have no liability to the Client arising from or in connection with any third-party materials, software, information, or materials. WDI SA shall also not be liable for direct or indirect damages caused by viruses, hackers, or any other malicious or accidental destruction of systems or data, although WDI SA will strive to prevent or minimise exposure to such risks.

Except for each party’s indemnification obligations hereunder, breach of a party’s confidentiality obligations, and/or a party’s gross negligence or intentional misconduct, in no event shall WDI SA, its owners, officers, or employees be liable for any special, indirect, incidental, or consequential damages (including, without limitation, loss of use, data, business, or profits, or costs of cover) arising out of or in connection with the contract, or professional errors or omissions, whether such liability arises from any claim based on contract, tort (including negligence), strict liability, or otherwise, and whether or not the Client has been advised of the possibility of such loss or damage. The cumulative liability of WDI SA, its owners, officers, or employees to the Client, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to WDI SA by the Client under the preceding three months of the agreement. WDI SA will not be liable to the Client or its representatives for any harm resulting from any use of confidential information.

Indemnity

Subject to the provisions of this Agreement, the Client shall indemnify, defend, and hold harmless against any amounts payable under any judgment, verdict, court order, or settlement for third-party claims made against WDI SA and its licensors arising from products or services related to this Agreement. Conversely, WDI SA shall indemnify, defend, and hold harmless the Client against any amounts payable under any judgment, verdict, court order, or settlement for third-party claims made against the Client arising from gross negligence or intentional misconduct by WDI SA.

The Client agrees to defend, indemnify, and hold harmless WDI SA against all claims, liabilities, lawsuits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorney’s fees, based on a third-party claim arising directly or indirectly from the Client content.

How disputes will be resolved/legal issues

WDI SA's headquarters are located in WDI SA. Therefore, the formation, construction, performance, and enforcement of this Agreement will be in accordance with the laws in WDI SA, without regard to its conflict of laws provisions.

The Client also agrees to personal jurisdiction and agrees that service by registered mail with return receipt is sufficient. If WDI SA prevails in any dispute arising from this Agreement, WDI SA will be entitled to reimbursement of its costs and expenses (including attorney’s fees), regardless of whether a lawsuit is filed. Any action or proceeding arising out of this Agreement must be brought within one (1) year after the cause of action arises. The Client acknowledges that legal recourse for any breach or threatened breach of this Agreement is inadequate to compensate WDI SA for the damages that would certainly result, and WDI SA may therefore seek a temporary and/or permanent injunction (an official order to stop!), and any other equitable relief and/or damages available, without any obligation to post bond or prove monetary damages.

Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused, directly or indirectly, by fire, earthquake, labour dispute (other than labour disputes of that party or its independent contractors and employees), act of God, acts of terrorism, or any local, state, federal, national, or international law, governmental order or regulation, or any other event beyond the reasonable control of a party.

Enforcement

Each provision of this Agreement shall be construed to be effective and valid under applicable law, but if any provision is found invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid or enforceable provision. The indemnity, Client Property, and WDI SA Property sections shall survive the termination or cancellation of the Agreement.

For any questions regarding our terms and conditions, please email us at admin@webdevelopmentandinnovation.com.

Governing law

You agree that these Terms and Conditions shall be treated as though they were executed and performed in Switzerland and shall be governed and construed in accordance with the laws in Switzerland (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement related to the use of WDI SA's services shall be brought solely in Switzerland.