Article 1 - Definitions

In these Terms and Conditions, the following terms shall have the meanings set forth below:

1.1. Service: the online software service "Simple Room Planner" provided by Woodmont Digital via the internet.
1.2. Customer: any natural person or legal entity that enters into an Agreement with Woodmont Digital.
1.3. Agreement: the agreement between Woodmont Digital and the Customer regarding the use of the Service.
1.4. Subscription: the subscription model selected by the Customer for access to the Service.
1.5. Content: all data, files and information stored, processed, or transmitted by the Customer through the Service.
1.6. Parties: Woodmont Digital and the Customer collectively.

Article 2 - Applicability

2.1. These Terms and Conditions apply to all offers, quotations, agreements, and deliveries of Woodmont Digital.

2.2. Any general terms and conditions of the Customer do not apply, unless expressly accepted in writing by Woodmont Digital.

Article 3 - Formation of the Agreement

3.1. The Agreement is concluded once the Customer creates an account or subscribes to the Service via the website or by written confirmation.

3.2. By creating an account or subscribing to the Service, the Customer agrees to these Terms and Conditions.

Article 4 - Use of the Service

4.1. Woodmont Digital grants the Customer a non-exclusive, non-transferable, and revocable right to use the Service during the Subscription term.

4.2. The Customer is not permitted to copy, modify, rent, lease, sell, distribute, or reverse-engineer the Service, unless permitted by mandatory law.

4.3. The Customer is responsible for the accuracy, completeness, and legality of all Content entered by them into the Service.

Article 5 - Prices, Payment and Default

5.1. All prices are exclusive of VAT, unless expressly stated otherwise.

5.2. Payment must be made within 14 business days of the invoice date. If payment is not made on time, the Customer will be in default without further notice and statutory interest plus 2% will be due.

5.3. In the event of default, Woodmont Digital reserves the right to suspend the Service and charge any collection costs incurred.

5.4. Any objections regarding invoices or performance must be submitted in writing within 7 days of dispatch, failing which the right to dispute is forfeited.

Article 6 - Availability and Maintenance

6.1. Woodmont Digital strives for high availability of the Service but does not guarantee uninterrupted operation.

6.2. The Service may be temporarily unavailable for maintenance, updates, or improvements. Woodmont Digital will endeavour to schedule such interruptions outside office hours.

Article 7 - Support

7.1. Support is provided only through the channels specified by Woodmont Digital.

7.2. The scope of support may vary depending on the Subscription chosen.

Article 8 - Data Protection and Privacy

8.1. Woodmont Digital processes personal data in accordance with the GDPR and its privacy policy.

8.2. Where Woodmont Digital acts as a data processor, a separate data processing agreement will be concluded with the Customer.

8.3. The Customer remains the data controller for the personal data processed via the Service.

Article 9 - Intellectual Property

9.1. All intellectual property rights to the Service, including source code, databases, designs, and documentation, belong to Woodmont Digital or its licensors.

9.2. Nothing in these Terms and Conditions implies the transfer of any intellectual property right to the Customer.

Article 10 - Liability and Indemnification

10.1. Woodmont Digital performs the Service as a best-efforts obligation without guaranteeing specific results, unless expressly agreed otherwise in writing.

10.2. The total liability of Woodmont Digital for any attributable failure to perform is limited to the total amount paid by the Customer in subscription fees during the three (3) months preceding the incident giving rise to liability.

10.3. Only direct damages are eligible for compensation. Indirect damages, including but not limited to lost profits, loss of revenue, data loss, or business interruption, are excluded.

10.4. These limitations do not apply in cases of wilful misconduct or gross negligence by Woodmont Digital.

10.5. The Customer indemnifies Woodmont Digital against all third-party claims arising from the Customer's use of the Service, unless such claims result from wilful misconduct or gross negligence by Woodmont Digital.

Article 11 - Termination and Suspension

11.1. A Subscription is entered into for the agreed term and will automatically renew unless terminated in writing with one (1) month's notice before the end of the current term.

11.2. Woodmont Digital may immediately suspend or terminate the Agreement if the Customer:

is in default of any payment obligation and fails to pay within 8 days after written notice of default;
acts in breach of these Terms and Conditions;
is declared bankrupt, applies for suspension of payments, or ceases business operations.

11.3. In the event of termination on the grounds specified in 11.2, the Customer shall owe liquidated damages equal to 30% of the remaining subscription fees due, without prejudice to Woodmont Digital's right to claim full compensation if actual damages are higher.

11.4. Upon termination, the Customer's account will be deactivated and Woodmont Digital may delete all stored Content after a reasonable retention period.

Article 12 - Force Majeure

12.1. Woodmont Digital is not obliged to perform any obligation if it is prevented from doing so by force majeure, including but not limited to disruptions in telecommunication infrastructure, network attacks, civil commotion, mobilisation, war, strikes, supply chain delays, fire, and flooding.

Article 13 - Amendments

13.1. Woodmont Digital may amend these Terms and Conditions. Amendments will take effect on the date announced.

13.2. If the Customer does not accept the amendment, they may terminate the Agreement as of the effective date of the amendment.

Article 14 - Governing Law and Disputes

14.1. This Agreement is governed exclusively by the laws of the Netherlands.

14.2. Disputes shall be submitted to the competent court in The Hague, the Netherlands, unless mandatory law dictates otherwise.

Terms of Service