Last updated: 29 September 2026
These Terms and Conditions apply when VigiWorks builds, delivers or maintains a website or webshop for a business client. They explain how a project is agreed, what each party can expect, and how intellectual property and source code are handled.
These Terms and Conditions apply to quotations, proposals and agreements between VigiWorks and a client for the design, development, delivery or maintenance of a website or webshop, unless the parties agree otherwise in writing for a specific project.
VigiWorks provides its services to businesses. These Terms are written with that business-to-business relationship in mind and have not been drafted as consumer terms. If a project is intended for a private individual rather than a business, different or additional terms may need to apply, and this should be confirmed separately before that project begins.
Quotations and proposals from VigiWorks describe the scope, price and timing understood at that time and do not themselves create a binding agreement. An agreement for a specific project is formed once both parties confirm it in writing, for example by written acceptance of a quotation or proposal.
Quotations are valid for a reasonable period stated in the quotation itself, or otherwise for a reasonable period appropriate to the type of project.
The scope, price and timing of a project are agreed separately for that project, for example in a quotation, proposal or written summary. These Terms apply alongside that project-specific agreement. Where the two conflict on a specific point, the project-specific agreement takes priority for that point.
The client is responsible for providing the materials, information, feedback and decisions VigiWorks reasonably needs to carry out the project, in good time.
The client retains its own rights in its logo, branding, text, photographs, product information, business information, customer data and other materials it provides for its project, subject to any rights third parties may hold in that material. The client confirms that it has the right to provide and use those materials for its project, and that doing so does not infringe anyone else's rights.
Delays caused by the client not providing materials, information, feedback or decisions in good time may affect the project timeline.
Work outside the agreed scope, including new requirements introduced after the project has started, is treated as additional work. Additional work is only carried out once its impact on price and timing has been discussed and agreed.
Planning and delivery dates are agreed per project and are estimates based on the information available at the time, unless a project-specific agreement expressly states that a date is fixed. Delivery dates can be affected by factors such as delayed feedback, delayed materials, or additional work agreed during the project.
Fees for a project are agreed separately for that project. Unless stated otherwise, fees are exclusive of VAT, which is added where applicable.
Third-party costs directly related to a project, such as a domain registration, hosting plan, or a paid third-party service the client chooses to use, are the client's responsibility unless the parties agree otherwise in writing.
VigiWorks invoices according to the payment schedule agreed for the project, which may include an upfront deposit, milestone-based instalments, or an invoice on completion.
Exact payment terms, including the number of days allowed for payment and what happens if payment is late, are confirmed as part of the project agreement.
The client is given a reasonable opportunity to review work in progress and request revisions within the scope agreed for the project. The number of review rounds included, and how further revisions beyond that are handled, are confirmed as part of the project agreement.
Once a project is completed, accepted, and the payment requirements agreed for the project have been satisfied, VigiWorks assists with launching the website or webshop as agreed for that project. What launch and handover includes for a specific project, for example configuring a live domain or providing basic instructions for the client's own content management, is confirmed as part of the project agreement.
Where practical, a client's own domain, hosting plan and other business-service accounts specific to their project are placed in, connected to, or made transferable to an account controlled by the client. VigiWorks does not intend to unnecessarily prevent a client from accessing or controlling its own domain, hosting or business accounts.
Depending on the service involved, an account needed for a project may be set up using an account or email address supplied by the client, an account created specifically for the client or project, or an environment that VigiWorks itself administers. VigiWorks may retain administrative access to a service for as long as it remains responsible for developing, hosting, maintaining or supporting the project, for operational and security reasons. This administrative access is separate from ownership of the underlying client-specific account: a client-specific domain or business account remains, or becomes, the client's own asset where practical, even while VigiWorks retains the administrative access needed to operate it.
VigiWorks' own general infrastructure and accounts, meaning the systems and accounts VigiWorks uses to provide its services generally rather than for one specific client, are not part of any project delivery and are not transferred to a client.
If a client ends its relationship with VigiWorks and moves to another developer or provider, VigiWorks will cooperate reasonably with an orderly technical handover once the client has met its outstanding contractual and payment obligations. Where technically possible, VigiWorks will make client-controlled accounts and access available to the client or its new developer, to the extent required for that handover. Once a handover has been completed and VigiWorks no longer needs administrative access to operate the project, VigiWorks will remove its own administrative access where reasonably possible.
Cooperating with a technical handover under this section is separate from, and does not by itself create, a Source Code Handover as described below. If a Source Code Handover was not agreed as part of the project, moving to another developer does not itself give the client or that developer any broader rights to VigiWorks' source code or intellectual property than the client has actually purchased.
Where a specific third-party platform does not technically allow an account or service to be placed in the client's name, transferred to the client, or made accessible to a new developer, VigiWorks will explain this and discuss reasonable alternatives, but cannot guarantee a transfer or handover that the platform itself does not support.
Setting up certain third-party services for a project can require account credentials, billing details or other sensitive setup information. Where practical, the client should enter highly sensitive information, such as payment card details, directly with the relevant provider rather than sending it to VigiWorks. VigiWorks does not seek to hold full payment card information.
Where VigiWorks temporarily receives credentials or other sensitive setup information because this is genuinely required to configure a service for a project, VigiWorks will only keep that information for as long as reasonably necessary for that purpose. Once a project or handover is complete and VigiWorks no longer needs credentials or sensitive setup information it was given, VigiWorks will take reasonable steps to remove it from its own records and systems, subject to any legal or accounting obligation to keep specific records for longer.
Unless separately agreed in writing, a standard project does not transfer ownership of the underlying source code, or the copyright or other intellectual property rights in it, to the client. What a standard project does give the client is described in section 14.
Materials the client provides remain the client's, as described in section 4. Nothing in this section affects the client's own rights in the content, branding and materials it supplies.
Once the payment requirements agreed for the project have been satisfied, the client receives a continuing right to use the completed website or webshop for its own business, for its intended purpose, for as long as that website remains live and in use by the client. This usage right does not itself include the source code, or the right to copy, resell, sublicense or repurpose the underlying build for other websites or products, which is addressed separately in sections 15 to 17.
VigiWorks develops and maintains general code, components, utilities, templates, libraries, structures, development methods and technical know-how that are not specific to any one client. VigiWorks retains all rights in this reusable technology and may use, adapt and reuse it in other projects, whether created before, during or after a client's project.
This does not give VigiWorks the right to reuse a client's own confidential information, proprietary content or branding for another client. What VigiWorks retains under this section is its own general technology, not the client's specific content or business information.
A Source Code Handover is not automatically included in a standard project. It can be separately agreed as part of a project, and may or may not involve an additional fee, depending on what is agreed.
Where a Source Code Handover has been agreed, the client may use and modify the project-specific source code delivered for its own website, and may share it confidentially with another developer for the purpose of maintaining or further developing that same website.
Unless separately agreed in writing, a Source Code Handover does not give the client the right to publicly distribute the delivered code, resell it as a standalone product, offer it as a template or product to others, use it to build websites or products for unrelated third parties, or commercially redistribute VigiWorks' general reusable components on their own, separately from the client's own website.
A Source Code Handover is a licence to use the delivered project-specific code for the client's own website as described above. It is not, by itself, a transfer of ownership or intellectual property rights, which is addressed separately in section 17.
A Source Code Handover and a transfer of intellectual property ownership are different things. A full or partial transfer of intellectual property rights requires a separate explicit written agreement, describing what rights are transferred, what is excluded, and any additional fee that applies.
Unless expressly agreed otherwise in that separate written agreement, VigiWorks' pre-existing and general reusable technology described in section 15 remains excluded from any such transfer.
A project may include third-party or open-source software components that VigiWorks does not own. VigiWorks cannot transfer ownership of components it does not own, whether or not a Source Code Handover or intellectual property buyout has been agreed. Such components remain subject to their own licence terms, which continue to apply to the client's use of them.
Completing a project does not by itself include ongoing maintenance or support. Ongoing maintenance or support is only provided where it has been included in the project agreement or separately agreed or purchased afterwards.
Each party agrees to keep the other party's confidential business information private, and to use it only for the purpose of the project, except where disclosure is required by law. Section 21 separately describes VigiWorks' limited right to identify a completed project for portfolio and reference purposes.
VigiWorks may identify a client and a completed project as a reference, for example on vigiworks.com, in a portfolio or work page, in proposals or presentations, and on VigiWorks' own social media. This may include the client's business name, the website's URL, screenshots or device mockups of the completed website, and a short factual description of the project.
This general reference right does not extend to confidential information, unpublished material, or details beyond what is already publicly visible on the completed website. A more detailed case study, or use of material that is not already public, requires the client's separate permission.
A client that does not want to be identified as a reference under this section can let VigiWorks know in writing, and VigiWorks will respect that request going forward.
Personal data is handled as described in our Privacy Policy. Where VigiWorks processes personal data on a client's behalf as part of delivering or supporting a project, section 13 of our Privacy Policy explains how this is approached and when a separate data processing agreement may be needed.
A project may depend on third-party service providers, such as hosting providers, domain providers, database services, email or form services, analytics services, and payment providers. Each of these providers has its own terms, pricing and policies, which apply alongside this agreement. Where the parties have agreed that a third-party service is the client's responsibility, any fees for that service are payable by the client directly, or reimbursable to VigiWorks, as agreed.
VigiWorks selects third-party providers with reasonable care, but does not operate these services itself and cannot guarantee their uninterrupted availability. A change, outage, price change or policy change made by a third-party provider may affect a project. Where this happens, VigiWorks will inform the client and work with them on reasonable alternatives, but is not liable for the third-party provider's own acts or omissions.
Either party may suspend or end a project agreement where the other party materially fails to meet its obligations and does not correct this within a reasonable period after being asked to do so. The exact circumstances in which a project agreement can be cancelled or ended, and what happens to work in progress and amounts already paid or owed, are confirmed as part of the project agreement.
VigiWorks provides its services with reasonable care and skill. To the extent permitted by law, VigiWorks' liability for a project is limited to the amount paid or payable for that project, and VigiWorks is not liable for indirect or consequential loss, such as loss of profit, loss of business, or loss of data, except where such loss results from intent or gross negligence on the part of VigiWorks.
Nothing in these Terms is intended to exclude or limit liability that cannot lawfully be excluded or limited.
Neither party is liable for a failure or delay in performing its obligations caused by circumstances reasonably beyond its control, for example a widespread outage of a third-party service that a project depends on.
These Terms may be updated from time to time, for example to reflect how VigiWorks actually operates. The most recent version will always be published on this page. A change to these Terms does not itself change a project agreement already confirmed with a client, unless both parties agree to that change.
These Terms, and any project agreement they apply to, are governed by the laws of the Netherlands. Any dispute that cannot be resolved directly between the parties will be submitted to the competent court in the Netherlands.
If you have questions about these Terms and Conditions, email info@vigiworks.com.