Effective Date: June 3, 2025
Last Updated: June 3, 2025
1.1 “I,” “me,” “my,” or “the Freelancer” refers to Nemy Digital, a sole proprietor operating out of Belgrade, Serbia.
1.2 “Client,” “you,” or “your” refers to the individual or entity that engages the Freelancer to perform Services.
1.3 “Services” means all web-design, web-development, consultancy, project management, and related professional services provided by the Freelancer to the Client, as described in a signed Agreement or invoice.
1.4 “Deliverables” means any work product, materials, digital assets (including but not limited to Webflow configurations, code snippets, graphics, copy, templates, mockups, and exportable files) created by the Freelancer specifically for the Client under these Terms.
1.5 “Agreement” means any written statement of work, proposal, contract, invoice, or other document executed by the Freelancer and the Client that incorporates these Terms by reference.
1.6 “Work Product” means Deliverables plus any notes, documentation, or other materials created in the course of providing Services.
1.7 “Confidential Information” means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection, that is designated as “confidential” or would reasonably be understood to be confidential given the nature of the information and the circumstances.
1.8 “Force Majeure Event” means any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, riots, strikes, epidemics, governmental actions, civil commotion, internet outages, or other events that materially impede performance.
1.9 Headings are for convenience only and shall not affect interpretation. Words denoting the singular include the plural and vice versa. References to any legislation include amendments, re-enactments, or replacements.
2.1 Engagement. The Freelancer will perform the Services described in the signed Agreement. All Services are performed remotely unless otherwise agreed in writing. The Client acknowledges that the Freelancer is an independent contractor, not an employee, partner, or agent of the Client.
2.2 Changes in Scope. Any change in scope (including additional pages, features, revisions beyond the included number, or new requests) shall require a written Change Order, including revised deliverables, timeline, and fees. The Freelancer is not obligated to commence work on non-written or non-approved changes.
2.3 Timeline and Delays. Project timelines provided by the Freelancer are estimates only and subject to change. The Freelancer shall not be liable for delays caused by (a) the Client’s failure to provide requested content or approvals, (b) Force Majeure Events, or (c) third-party software or hosting issues. If the Client fails to approve milestones or provide feedback within seven (7) business days of request, the Freelancer may deem that milestone approved and proceed.
2.4 Revision Rounds. Each package or custom scope includes a specified number of revision rounds. A “revision round” means one consolidated set of feedback on all open Deliverables. Feedback must be provided in writing. Additional revision rounds requested by the Client beyond those included shall be billed at the Freelancer’s then-current hourly rate.
3.1 Materials and Access. The Client must provide all logos, images, content, branding guidelines, passwords, API keys, or other materials needed to perform the Services. All such materials must be delivered promptly and in a usable format.
3.2 Accuracy of Materials. The Client represents and warrants that any materials provided (including text, images, trademarks, or third-party assets) are either owned by the Client or that the Client has obtained all necessary licenses, consents, and approvals. The Client is solely responsible for ensuring the accuracy, legality, and non-infringing nature of any content provided.
3.3 Timely Communication. The Client agrees to respond to the Freelancer’s requests for feedback, decisions, or approvals within five (5) business days. If the Client does not respond within that period, the Freelancer may proceed at its discretion and consider any outstanding items approved.
3.4 Compliance with Laws. The Client shall ensure that its website content, business practices, and any use of the Deliverables comply with all applicable laws, regulations, and industry codes (including but not limited to anti-spam laws, privacy regulations, accessibility standards, and consumer protection rules).
3.5 Client’s Legal Documents. The Client is solely responsible for preparing, publishing, and maintaining all legal notices, including but not limited to Privacy Policy, Terms of Service, Cookie Policy, and any required disclosures under applicable laws (e.g., GDPR, CCPA, ePrivacy). The Freelancer’s obligation is limited to implementing the Client’s content, settings, and any scripts the Client provides; the Freelancer makes no representation or warranty regarding the adequacy, accuracy, or compliance of those legal documents.
4.1 Freelancer’s Materials and Tools. The Freelancer may use proprietary design methodologies, templates, code libraries, frameworks, or other materials owned or licensed by the Freelancer or third parties. Except to the extent expressly licensed to the Client in writing, the Freelancer retains all right, title, and interest in such pre-existing materials and tools.
4.2 Assignment of Deliverables. Upon receipt of payment in full for the Services, the Freelancer hereby assigns to the Client all exclusive rights, title, and interest in the final Deliverables created specifically for the Client under the Agreement, subject to the Freelancer’s retained rights in Section 4.1.
4.3 Portfolio & Marketing Use. Notwithstanding the foregoing, the Freelancer reserves a worldwide, royalty-free, irrevocable license to use screenshots, descriptions, and other non-confidential elements of the Deliverables for portfolio, marketing, educational, or promotional purposes in any media now known or hereafter devised, unless the Client expressly requests in writing that certain elements remain confidential.
4.4 Third-Party Licenses. Any Deliverables that incorporate third-party software, fonts, stock images, or other assets governed by separate license terms (“Third-Party Components”) will be subject to those license terms. The Client is responsible for procuring or reimbursing any licensing fees required for such Third-Party Components unless otherwise stated in the Agreement.
4.5 Source Files. Source files (e.g., working Figma or Photoshop files, raw code) may be delivered at the Freelancer’s discretion. The Freelancer is under no obligation to provide source files unless agreed in the written Agreement, and additional fees may apply.
5.1 Fee Structure. Unless otherwise agreed in writing, fees for Services will be based on the selected package, a fixed-fee proposal, or an hourly rate as stated in the Agreement. All quotes are valid for thirty (30) days from issuance, after which the Freelancer reserves the right to revise fees.
5.2 Payment Schedule. Unless stated otherwise:
a. Starter Site: 50% deposit upon signing; 50% upon final approval and before launch.
b. Business Builder: 50% deposit upon signing; 25% at milestone (Design & Prototype approval); 25% upon final approval and before launch.
c. Elite Growth Build: 40% deposit upon signing; 30% at (Design & Prototype) approval; 30% upon final approval and before launch.
5.3 Invoices. The Freelancer will issue invoices according to the schedule above. All invoices are due and payable within seven (7) calendar days of receipt, unless otherwise specified in writing.
5.4 Late Payments. Any undisputed amount that remains unpaid beyond seven (7) calendar days shall accrue interest at the lesser of (a) two percent (2%) per month, or (b) the maximum rate permitted by law. The Freelancer may suspend Services if any amount is more than ten (10) days overdue.
5.5 Non-Refundability. Deposits are non-refundable except as provided in Section 10. Upon cancellation by the Client after Services have begun, the Client shall pay for all Services performed and expenses incurred up to the date of termination, as well as any applicable cancellation fees specified in Section 10.
5.6 Expenses. Any out-of-pocket expenses incurred by the Freelancer in connection with the Services (e.g., paid stock assets, premium plugins, domain registration, or paid integrations) shall be reimbursed by the Client at cost, provided the Freelancer obtains prior written approval.
5.7 Taxes. All fees are exclusive of taxes. The Client is responsible for all applicable taxes, duties, or levies imposed by any governmental authority, including but not limited to VAT, GST, or sales tax. If the Freelancer is required to collect any such taxes, the Client shall be charged in addition to the fees.
6.1 Non-Disclosure. Each party (“Receiving Party”) agrees to hold in strict confidence any Confidential Information it receives from the other party (“Disclosing Party”) and to use such information solely for the purposes of performing or enforcing these Terms.
6.2 Exceptions. Confidential Information does not include information that:
a. Is or becomes publicly available without breach of these Terms;
b. Is already known to the Receiving Party at the time of disclosure;
c. Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or
d. Is required to be disclosed by law or a valid court order (provided the Receiving Party gives prompt notice to the Disclosing Party to seek protective measures).
6.3 Return or Destruction. Upon termination or expiration of these Terms, the Receiving Party shall promptly return or destroy all tangible materials containing the Disclosing Party’s Confidential Information, except one copy may be retained solely for legal or compliance purposes.
7.1 Client Representations. The Client represents and warrants that:
a. It has full right, power, and authority to enter into and perform its obligations under these Terms.
b. All content, images, trademarks, or other materials provided to the Freelancer are owned or licensed by the Client, and their use will not infringe any third party’s rights.
7.2 Freelancer Representations. The Freelancer represents and warrants that:
a. The Services will be performed in a professional manner consistent with industry standards.
b. The Freelancer has the full right, power, and authority to enter into and perform its obligations under these Terms.
7.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE FREELANCER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS,” AND THE CLIENT ASSUMES ALL RISK FOR THEIR USE AND RESULTS.
7.4 No Guarantee of Results. The Freelancer does not guarantee any specific increase in conversions, traffic, revenue, search engine rankings, or other performance metrics. Any estimates or “best practices” shared by the Freelancer are not promises.
7.5 Delivery & Conditional Free Maintenance Guarantee
8.1 Aggregate Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FREELANCER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE CLIENT TO THE FREELANCER UNDER THE APPLICABLE AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.
8.2 No Consequential Damages. IN NO EVENT SHALL THE FREELANCER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOST PROFITS, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Basis of the Bargain. The parties acknowledge that the limitations in this Section 8 allocate risk and form a basis of the bargain between them. If any part of this Section is found unenforceable, the remainder shall remain in full force.
9.1 Client Indemnification. The Client shall defend, indemnify, and hold harmless the Freelancer, its officers, agents, employees, and contractors (collectively, the “Freelancer Indemnitees”) from and against any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or related to:
a. Any breach of the Client’s representations or obligations under these Terms;
b. Any claim that materials provided by the Client infringe or misappropriate a third party’s rights; or
c. The Client’s use of the Deliverables in a manner not expressly authorized by the Agreement or these Terms.
9.2 Procedures. Promptly upon receipt of a claim covered by this Section 9, the Freelancer Indemnitee shall provide written notice to the Client. The Client may elect to control the defense of such claim, provided that (i) the Client engages counsel reasonably acceptable to the Freelancer, and (ii) the Freelancer may participate in the defense at its own expense. The Client shall not settle any claim in a manner that imposes liability or obligation on the Freelancer Indemnitees without their prior written consent.
10.1 Client-Initiated Cancellation
a. Prior to Commencement of Work. If the Client cancels in writing before the Freelancer begins any material work, the Client shall receive a refund of all amounts paid, minus a non-refundable administration fee of €100.
b. After Commencement but Before Completion of Design & Prototype. If cancellation occurs after work has commenced but before Design & Prototype approval, the Client shall forfeit the deposit (50% of total fee) and reimburse any non-refundable third-party expenses incurred.
c. After Completion of Design & Prototype. If cancellation occurs after Design & Prototype approval but before final launch, the full remaining balance shall become due immediately. No further work will be performed.
10.2 Freelancer Suspension or Termination
a. Suspension of Services. The Freelancer may suspend Services without liability if:
• The Client fails to make timely payments;
• The Client breaches any material term and fails to cure within ten (10) days after written notice; or
• The Client’s conduct interferes with the Freelancer’s ability to provide Services.
b. Termination for Convenience. The Freelancer may terminate these Terms at any time upon thirty (30) days’ written notice. In such event, the Client shall pay for all Services performed and non-refundable expenses incurred through the date of termination.
c. Termination for Cause. The Freelancer may terminate these Terms immediately if the Client:
• Becomes insolvent or files for bankruptcy;
• Makes an assignment for the benefit of creditors; or
• Engages in illegal or fraudulent activities related to the project.
10.3 Effects of Termination. Upon expiration or termination of these Terms:
a. The Client shall pay all outstanding amounts due, including fees for Services rendered, expenses, and any applicable cancellation fees.
b. All licenses granted to the Freelancer to access the Client’s systems or accounts shall terminate immediately.
c. The Freelancer may retain copies of Work Product or Confidential Information as required by law or for archival purposes, but shall promptly return or destroy all remaining Client materials upon request (except as otherwise provided in Section 6.3).
11.1 Compliance. The Freelancer’s collection and use of personal data are governed by the Privacy Policy (https://nemydigital.com/privacy-policy), which is incorporated by reference.
11.2 Client-Provided Data. The Client shall ensure that any personal data provided to the Freelancer (e.g., for contact lists or integration) has been collected in compliance with applicable data protection laws.
11.3 Third-Party Services. The Client acknowledges that any third-party tools (such as Google Analytics, Calendly, or hosting platforms) may collect or process personal data under their own privacy policies. The Freelancer is not responsible for the privacy practices of such third parties.
12.1 Paid Maintenance by Default. After the site is live, any maintenance—whether it’s bug fixes, styling tweaks, content swaps, or updates to third-party integrations—is billed at my standard hourly rate (€75/hour), in 15-minute increments.
12.2 Conditional Free Maintenance.
12.3 Response Times.
12.4 Long-Term Support Options.
13.1 Governing Law. These Terms and all disputes arising out of or related to these Terms shall be governed by and construed in accordance with the laws of the Republic of Serbia, without regard to its conflict of law principles.
13.2 Informal Resolution. The parties agree to first attempt to resolve any dispute in good faith through informal negotiation. Any party may provide written notice to the other requesting negotiations. If the parties cannot resolve the dispute within thirty (30) days after notice, either party may pursue formal dispute resolution as set forth below.
13.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by final and binding arbitration in Belgrade, Serbia, administered by the Serbian Chamber of Commerce under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration shall be conducted in the English language. Each party shall bear its own legal fees, and the arbitrator’s fees and administrative costs shall be split equally, unless the arbitrator determines otherwise.
13.4 Equitable Relief. Notwithstanding the foregoing, either party may seek interim or provisional relief (including injunctive relief) from a court of competent jurisdiction to protect its rights pending resolution of the dispute by arbitration.
Neither party shall be liable for any delay or failure to perform under these Terms to the extent such delay or failure is caused by a Force Majeure Event. The affected party shall (a) give prompt written notice describing the circumstances and (b) use commercially reasonable efforts to resume performance as soon as practicable.
15.1 Assignment. The Client may not assign or transfer any of its rights or obligations under these Terms without the Freelancer’s prior written consent. The Freelancer may assign or subcontract its rights and obligations, provided that such assignment does not materially impair its performance.
15.2 Entire Agreement. These Terms, together with the executed Agreement (including any attachments, exhibits, or addenda), constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous understandings, proposals, or representations, whether written or oral.
15.3 Severability. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely reflects the parties’ original intent.
15.4 Waiver. No waiver of any breach of these Terms shall be deemed a waiver of any subsequent breach. No waiver shall be effective unless in writing and signed by the party granting the waiver.
15.5 Notices. All notices required or permitted under these Terms must be in writing and delivered by email (to hello@nemydigital.com for the Freelancer) or to the Client’s email address provided in the Agreement. Notices shall be deemed received on the date sent if sent during normal business hours (9 a.m.–5 p.m. Central European Time), or the next business day if sent after normal business hours.
15.6 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
15.7 Modernization. The Freelancer reserves the right to update these Terms at any time. If any update materially affects the Client’s rights or obligations, the Freelancer will provide at least thirty (30) days’ notice before the change takes effect. Continued use of Services after the notice period constitutes acceptance of the revised Terms.
If you have questions or concerns about these Terms, please contact:
Email: hello@nemydigital.com
Website: https://nemydigital.com/contact
I aim to respond to all inquiries within five (5) business days.
By engaging my Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
