High performance websites and digital marketing for wellness and senior living.

Terms and Conditions

Introduction

These general terms and conditions (“Terms and Conditions”) apply to all offers, services, and agreements between Whorl Creative Studio LLC (“Whorl”) and its clients (“Client”), unless expressly agreed otherwise in writing. In case of any conflict between these General Terms and Conditions and a Services Agreement, the latter will prevail.

Article 1. Services

1.1 Scope of services. Whorl provides creative and design services, including but not limited to brand identity design, web design and development, content creation, digital marketing, and creative strategy. The specific scope of services, deliverables, and the allocation of hours will be described in a separate Services Agreement agreed between Whorl and the Client (“Services”).

1.2 Changes. Substantive changes to the agreed scope of services, including changes to the allocated hours, timelines, or deliverables, require mutual agreement in writing. Whorl is not obligated to perform work beyond the agreed scope without such prior written agreement.

1.3 Best Efforts. Whorl will perform the services with due care and to the best of its professional abilities, in accordance with industry standards. The Client acknowledges that the success of creative work depends on various factors including client input and collaboration, timely feedback, market conditions, and target audience preferences, and that specific results cannot be guaranteed.

Article 2. Performance of the Services and Obligations of the Parties

2.1 Cooperation between Parties. The quality and timeliness of Whorl’s services depend on the timely and accurate input from the Client. The Client provides all reasonable cooperation required to enable Whorl to offer a timely and proper performance of the Services. This includes providing all relevant information, access, materials, brand guidelines, and assets Whorl may reasonably require. Where applicable, the Client will also provide content, feedback and approvals in a timely manner, particularly where these are relevant to planning or delivery timelines. Whorl will perform the Services with due care and expertise, in accordance with the professional standards that may reasonably be expected of a specialized service provider in the field of creative and design services. Client understands that Whorl makes every reasonable effort to achieve the desired creative outcomes, but that Whorl cannot guarantee specific business results from the Services provided. Client understands that the effectiveness of creative work depends on many factors (such as client input and collaboration, market conditions, target audience preferences, and implementation), that are beyond Whorl’s control.

2.2 Delays. Whorl is not liable for any delay or limitation in the performance of its services if such delay or limitation is the result of the Client not providing the necessary information, materials, feedback, or cooperation, or not doing so in a timely or complete manner. In such cases, any agreed timelines or delivery dates may be reasonably adjusted. Any additional costs resulting from this, such as extra hours or rework, will be discussed in good faith.

2.3 Deviations and approval. Whorl will periodically inform the Client about the progress and development of the work. If, during the execution, it appears that adjustments are necessary (e.g. a different approach, scope, or creative direction), the Parties will discuss with each other in good faith to determine how to proceed.

2.4 Revisions. Unless otherwise specified in the Services Agreement, Whorl will provide a reasonable number of revision rounds for deliverables as part of the agreed scope. Additional revisions beyond the agreed scope may be subject to additional fees, which will be communicated to the Client in advance.

2.5 Use of third parties and/or third party tools at Client’s request. At the request of the Client, Whorl may engage third parties or make use of third-party tools (such as software, stock imagery, fonts, or specialized services) to carry out specific parts of the Services. The costs related to such third parties or tools are not included in the Fees and will be subject to the Client’s prior written approval. These costs will be paid directly by the Client. If the costs are pre-paid by Whorl, such costs will be invoiced to the Client with a 2% service surcharge to cover handling and administration costs.

2.6 Use of third parties and/or third party tools by Whorl. To ensure flexibility and efficiency in the delivery of its Services, Whorl may, where necessary and at its own discretion, engage third parties (subcontractors, freelancers, or specialized vendors) and/or make use of third party tools in the performance of, or as part of the performance of, the work under this Agreement. Whorl will remain responsible for the overall performance of the Agreement and will ensure that the quality of the services provided by such third parties meets the standards agreed with the Client. The engagement of subcontractors will not relieve Whorl of any of its obligations under this Agreement.

2.7 Non-exclusivity. Both Whorl and Client are free to work for and with other clients, suppliers, and third parties, including competitors of either Whorl or Client, unless expressly agreed otherwise in an exclusivity clause.

Article 3. Term and Termination

3.1 Initial Term. The Agreement will enter into force on the effective date as stated in the Services Agreement and will remain in effect for the initial term specified therein (the “Initial Term”), unless otherwise agreed in writing. During the Initial Term, neither Party may terminate the Agreement for convenience, unless expressly permitted in the Agreement or otherwise agreed in writing between the parties. After expiry of the Initial Term, the Agreement will automatically continue for an indefinite period (“Term”). During the Term, the Agreement can be terminated by either Party, subject to one full calendar month’s prior written notice, to take effect on the first day of the following month.

3.2 Immediate termination. Without prejudice to any other rights under the Agreement, and both during the Initial Term and the Term, either Party may terminate the Agreement, in whole or in part, with immediate effect by written notice to the other Party if:

  • there is an attributable, serious breach by the other party, and such breach has not been remedied within a reasonable period of time after written notice or default;
  • the other Party applies for or is declared bankrupt, discontinues its business operations, or is placed under suspension of payments or under court-appointed administration.

Any provisions that by their nature are intended to continue after the end of the Agreement (such as confidentiality, intellectual property, limitations of liability, etc.) will remain in full force and effect.

3.3 Continuity and refunds. In case of termination, Whorl will continue to perform services already paid for until the effective termination date. Whorl will not provide any refunds for the period until the effective termination date. Any amounts paid in advance for periods after the termination date will, where applicable, be refunded to the Client on a pro rata basis.

Article 4. Fees, Budgets and Payments

4.1 Payment of the Service Fee. The Fees will be invoiced according to the payment schedule specified in the Services Agreement (monthly, per milestone, or upon project completion). Payment is due within 15 days of the invoice date. If payment of the Fees is not received by the due date, Whorl will notify the Client in writing and discuss a reasonable period of time to remedy the non-payment. If the Fees remain unpaid after this period, Whorl reserves the right to temporarily suspend its services until full payment is received. Whorl will act reasonably and in good faith when exercising its right to suspend services. Whorl will not be liable for any delay or consequences arising from such suspension and will use reasonable efforts to minimize disruption to Client’s projects.

4.2 Payment of Additional Expenses. In case expenses are required for stock imagery, fonts, third-party tools, printing, photography, or other project-related out-of-pocket expenses (“Additional Expenses”), the Client will ensure that the agreed Additional Expenses budget is made available in a timely manner. Unless otherwise agreed in writing, Additional Expenses are paid directly by the Client to the relevant third party or parties. Whorl is never obliged to make pre-payments or pay Additional Expenses on its own behalf. If Whorl agrees in writing to pre-pay Additional Expenses (in whole or in part) on behalf of the Client, a service surcharge of 2% will be added and invoiced separately.

4.3 Indexation. Whorl may adjust its rates once per calendar year to reflect inflation or relevant market developments. However, no rate adjustments will be implemented during the Initial Term of the Agreement. Any intended rate adjustment after the Initial Term will be communicated to the Client in writing at least one month in advance. Whorl will ensure that such rate adjustments remain reasonable and in line with market practice.

Article 5. Confidentiality

5.1 Confidential information. For the purposes of this Agreement, “Confidential Information” means any non-public, proprietary or confidential information, in any form, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the date of this Agreement, and which is either designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, strategies, financial information, technical data, software, client lists, creative concepts, design files, brand guidelines, and contractual terms.

5.2 Confidentiality obligations. The Receiving Party will:

  • keep the Confidential Information strictly confidential and protect it with at least the same care as it uses for its own Confidential Information (but in any event with a reasonable degree of care);
  • disclose the Confidential Information only to employees, consultants, contractors and third parties for purposes of this Agreement and who are bound by similar confidentiality obligations;
  • use the Confidential Information solely for the performance of its obligations or the exercise of its rights under this Agreement.

5.3 Exceptions. The obligations in this provision do not apply to information that:

  • is already public or becomes public without the Receiving Party’s action;
  • was already lawfully known to the Receiving Party prior to receipt of the Confidential Information;
  • was lawfully obtained from a third party without breach of an obligation of confidentiality; or
  • was developed independently by the Receiving Party without use of or reference to the Confidential Information.

5.4 Return or Destruction. Upon request by the Disclosing Party, the Receiving Party will promptly return or securely destroy all Confidential Information, except for one archival copy to comply with legal or regulatory obligations.

5.5 Duration. The confidentiality obligations in this clause will remain in effect for a period of two (2) years after the termination or expiry of this Agreement, unless otherwise agreed in writing.

Article 6. Liability

6.1 Limited liability. The total liability of Whorl under or in connection with this Agreement, whether arising from contract, tort (including negligence), or otherwise, will not exceed the total amount paid by Client to Whorl under this Agreement during the twelve (12) months preceding the event giving rise to the claim. If the Agreement has been in place for less than twelve (12) months, the total paid in that shorter period will be considered. The limitations of liability under this clause will not apply to liability arising from willful misconduct or gross negligence.

6.2 Exclusion of indirect damages. Neither Party will be liable to the other for any indirect, incidental, consequential, or punitive damages, including, but not limited to, loss of profit, revenue, business or data, or reputational damage, arising out of or in connection with this Agreement, irrespective of whether such damages were foreseeable or not.

6.3 Indemnification. Each Party (the “Indemnifying Party”) will indemnify and hold harmless the other Party (the “Indemnified Party”) against third-party claims to the extent such claims arise from materials, data, or instructions provided by the Indemnifying Party in connection with this Agreement. This includes, for example, claims relating to intellectual property infringement, privacy violations, or misleading content. The Indemnified Party must promptly notify the Indemnifying Party of any such claim, allow the Indemnifying Party to handle the defense or settlement, and provide reasonable cooperation. Any indemnification under this clause is subject to the same liability limitations set out in clauses 6.1 and 6.2.

6.4 Limitation period. Any claims by Client for compensation of damages against Whorl will lapse if not submitted to Whorl in writing, stating reasons, within one (1) year after discovery of the damage.

Article 7. Intellectual Property Rights

7.1 Works. To the extent that, in the course of providing the Services, Whorl creates any works that are subject to copyright protection (the “Works”), and such Works are specifically created by Whorl on request of and for the benefit of the Client, Whorl hereby exclusively, unconditionally and without limitation transfers to Client and delivers unconditionally and without limitation to Client all copyrights anywhere in the world that may be vested in, contained in or arising from the Works, in particular but not limited to the reproduction and disclosure rights, regardless of the use or manner of display. For the avoidance of doubt, the underlying working files, drafts, templates, and design source files used in the creation of the Deliverables (“Working Files”) shall remain the property of Whorl and do not form part of this transfer, unless specifically agreed otherwise in the Services Agreement. Client accepts this assignment and transfer of copyrights.

7.2 Cooperation. If an additional act is required for a valid transfer, Whorl will cooperate therewith at the request of Client.

7.3 Whorl content. If certain parts of the Deliverables are based on pre-existing templates, tools, frameworks, know-how or content of Whorl or third parties that have not been developed specifically for Client, the intellectual property rights thereon will remain with Whorl or the relevant rights holder. In such case, Client will be granted a non-exclusive, perpetual and non-sublicensable right of use of such pre-existing materials, limited to use within its own organization for internal and external business purposes as intended by the Services Agreement.

7.4 Third-party assets. Any third-party assets (including but not limited to stock images, fonts, illustrations, or code libraries) incorporated into the Works remain subject to their original licenses. Client is responsible for ensuring continued compliance with such licenses. Whorl will inform Client of any third-party assets used and their applicable license terms.

7.5 Client content. The Client warrants that any content, materials or data it provides to Whorl for the performance of the Agreement (including but not limited to images, video, text, logos, and brand assets) do not infringe any intellectual property rights or other third-party rights.

7.6 License for promotional use. Unless either party objects in writing, Whorl and the Client grant each other a non-exclusive, royalty-free license to use each other’s (trade) name and logo for promotional and reference purposes. Both parties undertake to use each other’s name and logo with care and not to place it in a context that may damage the reputation or commercial interests of the other. In this context, Whorl may refer to Client as one of its clients and display visual work that is publicly available, or, if not publicly available, for which Client has given prior written permission. This license also covers the incidental use of such name, logo or visual work in internal presentations, pitches or sales materials prepared for prospective clients, provided that such use remains within a professional context and is not made publicly available without consent. Either Party may revoke this license at any time. In such a case, the other Party will cease the use within a reasonable time.

Article 8. Data Protection

8.1 Personal data. Whorl may process personal data as part of the Services. In doing so, Whorl will comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable, or other relevant data protection regulations. Where Whorl processes personal data on behalf of the Client, the Client will be deemed the controller and Whorl the processor within the meaning of applicable data protection laws, unless agreed otherwise in writing.

8.2 Data processing addendum. To such processing of personal data, the terms of a data processing addendum (“DPA”) may apply if required by applicable law. The DPA, where applicable, forms an integral part of the Agreement and will prevail over these General Terms and Conditions in the event of any conflict. A DPA can be provided upon request.

8.3 Independent Controller. For the avoidance of doubt, Whorl will also process certain personal data as an independent controller, for example for its own administrative, accounting and compliance purposes (including retention obligations under applicable tax laws). Such processing does not fall under the DPA, but will be carried out in accordance with applicable data protection laws and Whorl’s privacy policy.

Article 9. Miscellaneous

9.1 Force Majeure. Whorl is not liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control (“Force Majeure”). This includes, for example, disruptions caused by natural disasters, strikes, pandemics, government measures, internet outages or supplier failures. If a force majeure situation occurs, both Parties’ obligations will be put on hold for as long as the situation lasts. If it becomes clear that the situation will continue for more than two (2) months, either Party may terminate the Agreement with immediate effect, without any liability. If Whorl has already delivered part of the services, or can reasonably still deliver part despite the Force Majeure situation, Whorl may invoice that part separately.

9.2 Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months after its termination, the Parties will refrain from actively approaching or recruiting core employees and core subcontractors of the other Party who were directly involved in the execution of this Agreement, for the purpose of employment or cooperation on an independent basis, without the prior written consent of the other Party. This provision does not apply to general, non-targeted recruitment activities, such as public vacancies or general calls through recruitment agencies, nor to cases where an employee applies for employment on his or her own accord without being solicited.

9.3 Transfer of Agreement. Neither party may transfer this Agreement, or its rights and obligations under it, to a third party without the other Party’s written permission. That permission may not be unreasonably refused. An exception applies if the Agreement, or its rights and obligations under it, is transferred as part of a merger, acquisition or reorganization. In that case, the other Party must be informed in advance or as soon as possible afterwards.

9.4 Governing law and disputes. This Agreement is and will be exclusively governed by the laws of the jurisdiction in which Whorl Creative Studio is registered. In case of any disputes arising out of or in connection with this Agreement, the Parties will use reasonable efforts to resolve such disputes amicably and in good faith outside of court. If no resolution is reached within a reasonable period, the dispute will be submitted exclusively to the competent court in the jurisdiction where Whorl is registered.

9.5 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The Parties will work together in good faith to replace any invalid provision with a valid provision that achieves the original intent as closely as possible.

Version: March 2026