Last updated: 30 September, 2026
Table of contents
Cookies are small text files saved on your device during your visit to our website. They allow us to identify your browser and retain key details, such as your preferences and the pages you’ve explored.
We use three types of cookies:
For advertising, Google is partly responsible itself for the data it receives (see 4.10).
Which services place which cookies is listed in the section on third-party services below.
On your first visit, the cookie banner asks whether you allow statistics and marketing. You can accept everything, deny everything, or choose per category under View preferences.
You can change or withdraw your choice at any time, using the Manage consent tab at the bottom of the screen. On a computer, the tab slides out when you move your mouse over it. On a phone, it’s always visible. We remember your choice for a year, after which the banner asks again.
You can also block or delete cookies in your browser settings. Some parts of the website may not work as well if you do.
These third-party services run on our website:
These parties have their own privacy and cookie policies. If you want to know what they do with data, read their policies.
If you have questions about our cookie usage, feel free to contact us.
Welcome to Studio Ubique. We respect your privacy and handle your personal data with care.
In this privacy policy we explain:
This privacy policy applies to:
Studio Ubique, a general partnership (vennootschap onder firma), Zwartewaterallee 44, 8031 DX Zwolle, the Netherlands, registered with the Chamber of Commerce under number 82942595.
Email: [email protected]
For the processing of personal data described in this policy, Studio Ubique is the “controller” in the sense of the General Data Protection Regulation (GDPR).
For some client projects we also act as processor. See section 6.3.
We collect and process the following categories of personal data.
3.1 Contact information
3.2 Business information
3.3 Project and account data
We only store what we need to deliver and support your project and we store credentials securely.
3.4 Automatically collected data (cookies and analytics)
When you visit our website we automatically collect certain technical data, for example:
This happens through cookies and similar technologies. For more detail see our Cookie Policy.
3.5 Marketing and communication data
3.6 Application data
If you apply for a job or offer your services as a freelancer, we may process:
3.7 Conversations with Bella
When you chat with or call Bella, our AI assistant on the website, we process:
We process personal data for the purposes below. For each purpose we indicate the legal basis under the GDPR.
4.1 Contact and communication
To respond to your contact request or quote request, to schedule and hold video calls, and to follow up on questions.
4.2 Project preparation and service delivery
To analyse your request, prepare a proposal and, if you agree, deliver our services, for example:
4.3 Administration, invoicing and legal obligations
To create and send proposals and invoices, to manage payments and to comply with legal obligations such as tax law.
4.4 Website security and functioning
To keep our website secure, detect misuse, and monitor technical performance. On the contact form, Cloudflare Turnstile checks whether a human is filling it in, so we receive less spam.
4.5 Analytics and statistics
To understand how visitors use our website and to make informed decisions about content, navigation and services.
If you withdraw your consent, we stop processing your data for this purpose from that moment.
4.6 Marketing and lead nurturing
To send relevant information about our services, such as case studies, updates or offers, and to follow up on earlier contact if you might reasonably expect this.
You can unsubscribe from marketing communication at any time by using the link in the email or by contacting us.
4.7 Use of AI and automation tools
We may use third party AI and automation tools in our work, for example for:
When these tools process personal data for us:
4.8 Recruitment and freelance collaborations
To assess applications and potential collaborations.
4.9 Recording and transcribing calls
To record requirements, agreements, quotes and proposals completely and accurately, we may record (video) calls and have them transcribed by a transcription service. We tell you in advance. If you don’t want a call to be recorded, just say so and we won’t record it. We don’t use recordings and transcripts for any other purpose.
4.10 Advertising and conversion tracking
To measure whether a click on our Google Ads leads to an enquiry or a booked call.
Google is partly responsible for this data itself. How Google handles it is described in Google’s privacy policy. If you withdraw your consent, this tracking stops from that moment.
4.11 AI assistant Bella
Bella answers questions about our services by chat or phone. Bella is an AI assistant, not a person. The technology comes from ElevenLabs, which processes the conversations on our behalf as a processor, under a data processing agreement.
ElevenLabs stores the data in the United States (see 7) and doesn’t use your conversations to train AI models. After 30 days, the transcript and the recording are deleted automatically. If you don’t want a conversation to be recorded, please don’t use Bella and contact us another way.
We take appropriate technical and organisational measures to secure your personal data, such as:
Despite these measures, no system can be guaranteed to be 100 percent secure. We continually review our security and adjust where necessary.
6.1 Service providers and partners
We share personal data with third parties only when this is necessary for the purposes described above or when we are legally required to do so.
These third parties include, for example:
We conclude data processing agreements with parties that process personal data on our behalf.
6.2 Legal obligations
We may disclose personal data if this is required by law, for example to the tax authorities, or in response to a valid request from a competent authority.
6.3 Processor role for client projects
For some services we process personal data on behalf of our clients, for example:
For these activities, the client is usually the controller and Studio Ubique acts as processor. The details of that processing are governed by a separate data processing agreement (verwerkersovereenkomst) that we conclude with our clients where required.
Our team and some of our partners work from countries outside the European Economic Area, including India. In addition, we use cloud and SaaS tools that may store data in or route data through countries outside the EEA.
When personal data is transferred to a country without an adequacy decision from the European Commission, we ensure that appropriate safeguards are in place, for example:
For transfers to the United States, we rely where possible on the EU-US Data Privacy Framework, for which the European Commission has adopted an adequacy decision. Google and ElevenLabs are certified under this framework.
You can contact us if you want more information about these safeguards.
We do not keep personal data longer than necessary for the purposes listed above, unless a longer retention period is required by law.
In general:
If we anonymise data so that it can no longer be linked to you, we may use that information for longer periods.
Our website uses cookies and similar technologies. Functional cookies keep the website working and are placed without consent. Analytics and marketing cookies are only placed if you consent, via the cookie banner.
Which cookies and services these are, and how to change or withdraw your choice, is explained in our cookie policy on this page.
Under the GDPR you have several rights in relation to your personal data.
You have the right to:
If the processing is based on your consent, you may withdraw your consent at any time. This does not affect processing that took place before you withdrew consent.
You can exercise your rights by sending an email to [email protected]. We may ask you to identify yourself to prevent misuse. We aim to respond within 30 days.
10.1 Complaints
If you have a complaint about how we handle your personal data, we prefer that you contact us first. We will do our best to resolve the issue together.
You also have the right to submit a complaint to the Autoriteit Persoonsgegevens, the Dutch data protection authority.
We may change this privacy policy from time to time, for example when our services change or when laws or guidance are updated.
The latest version is always published on our website. At the top of this page you will find the date of the most recent update.
Do you have questions about this privacy policy or about how we handle your personal data?
You can contact us at:
Studio Ubique
Email: [email protected]
These General Terms and Conditions apply to all agreements and services between Studio Ubique (“we”, “us” or the Contractor) and the Client (“you”). By approving our quotation, signing a service agreement or using our services, you confirm that you have read these Terms and that you agree to them. These Terms are drawn up to comply with applicable legislation (including the EU General Data Protection Regulation (GDPR), the EU Digital Services Act (DSA) and EU consumer protection law) and to set out clearly the rights and responsibilities of both parties. Please read these Terms carefully together with our Privacy Policy, which describes how we handle personal data. If you have any questions, contact us at [email protected].
1.1 “Studio Ubique” or “Contractor”: Studio Ubique, a general partnership (vennootschap onder firma) established in Zwolle, the Netherlands, and registered with the Chamber of Commerce under number 82942595.
1.2 “Client”: The natural or legal person who enters into an agreement with Studio Ubique for the provision of design, development, marketing or other services.
1.3 “Order”: The specific activity or activities performed by Studio Ubique for the Client, as described in the Agreement (for example in a proposal, quotation or statement of work).
1.4 “Agreement”: The written agreement of assignment between Studio Ubique and the Client, including these Terms, any appendices and all project-specific documents (such as an accepted quotation or project proposal). Arrangements confirmed by email or quotations approved digitally also count as an agreement.
1.5 “Delivery” or “deliverables”: The end products, designs, software, content or other results that Studio Ubique delivers to the Client in the context of the Order.
1.6 “Services”: The services that Studio Ubique provides under the Agreement, including but not limited to design, development, branding or growth services (such as SEO or digital marketing campaigns), hosting, technical maintenance and comparable services.
1.7 “Confidential information”: All non-public information provided by one party to the other in the context of the Agreement or its preparation (such as in an introductory call or while preparing a quotation), designated as confidential or which by its nature should be regarded as confidential (including trade secrets, client data, technical data, and so on).
1.8 “Working day”: A calendar day on which work is normally carried out (Monday to Friday), excluding official Dutch public holidays.
1.9 Other terminology: Other terms capitalised in these Terms have the meaning given to them in the text or as further specified in the Agreement or appendices.
2.1 Applicability of terms: These terms and conditions apply to all offers, quotations, work and agreements between Studio Ubique and the Client. Any general (purchasing) terms of the Client are expressly rejected, unless agreed otherwise in writing. By approving a quotation or placing an order, the Client confirms that they have taken note of and agree to these Terms.
2.2 Quotations and validity: Unless stated otherwise, written quotations or price estimates from Studio Ubique are valid for 30 days from the date of the quotation. Quotations contain a description of the services and prices, excluding VAT and other levies (unless stated otherwise). Changes to the Order (for example additional wishes or amended specifications) may render the original quotation invalid or give grounds for adjustment of price or delivery time. Studio Ubique is not bound by a quotation that contains an obvious mistake or clerical error which the Client could reasonably have recognised as such. Rates and conditions in a quotation apply only to that specific offer and not automatically to future orders.
2.3 Acceptance and agreement: A quotation may be accepted by the Client by means of written or electronic approval (for example a signature or email approval). Studio Ubique offers the option of signing a proposal digitally through its own quotation system; a digital approval counts as formal confirmation of the Order. The Agreement comes into effect upon receipt of the signed quotation or written approval. If the Client wishes a purchase order number or reference to appear on the invoice, this must be provided to Studio Ubique before invoicing.
2.4 Start of work: Studio Ubique starts performing the Order after receipt of the signed confirmation and (if agreed) any down-payment invoice. Timely delivery by the Client of all necessary materials and information (see article 3.2) is also a condition for a smooth start. Any time periods stated in the quotation only commence after the said confirmation and required cooperation.
2.5 Transfer of order: The Client may not transfer their rights and obligations under the Agreement to a third party without the prior written consent of Studio Ubique. If Studio Ubique consents to a transfer, Studio Ubique is entitled to charge reasonable costs for work already performed up to the moment of transfer. The Client must settle these costs before the transfer takes effect. On transfer, the original Client remains liable for obligations that arose before the transfer, unless agreed otherwise in writing.
2.6 Scope of services: The services and deliverables to be provided by Studio Ubique are limited to what is expressly specified in the Agreement. The Client acknowledges that additional work or wishes outside the agreed scope will only be carried out after written consent by Studio Ubique and may lead to additional costs and/or an extension of the term. If during performance it appears that a change to the Order is needed, this will take place in mutual consultation and Studio Ubique will inform the Client of any financial or scheduling consequences before that additional work begins.
2.7 No automatic application to future projects: Specific price arrangements or special conditions agreed for a particular Order do not automatically apply to new or follow-up orders. Each Order is quoted and agreed separately, unless expressly agreed otherwise in writing.
2.8 Deadlines and Client cooperation: Studio Ubique makes every effort to meet agreed deadlines and delivery dates. Realising schedules also depends on timely cooperation by the Client. If the Client does not respond or provide input within reasonable or agreed periods, Studio Ubique is entitled to adjust the schedule and to invoice any additional work made necessary as a result at the usual rates. In particular, if requested feedback or approval is not provided for longer than 14 days, this may affect the project schedule and stagnation costs or extra hours may be charged. Studio Ubique failing to meet a deadline as a direct result of negligence or delay on the part of the Client does not count as an attributable failure by Studio Ubique.
2.9 Compliance with laws and regulations: Studio Ubique performs the Agreement in accordance with applicable laws and regulations. The Client must ensure that the requested work and the use of our services do not infringe legal provisions or the rights of third parties. Both parties commit to cooperating in good faith to meet their obligations under the GDPR (see article 5) and other relevant regulations during performance of the Agreement.
2.10 Consumer purchases (right of withdrawal): Insofar as the Client is a consumer (a natural person not acting in the exercise of a profession or business), they may invoke the statutory right of withdrawal of 14 days for a distance agreement, in accordance with article 6:230o of the Dutch Civil Code and following. This means the consumer may dissolve the service agreement within 14 days of its conclusion without giving reasons. To exercise this right of withdrawal, the consumer must address an unambiguous statement to Studio Ubique within that period (preferably in writing by email to [email protected]). Studio Ubique will confirm receipt. Any payments the consumer has already made for services not yet delivered will be refunded within 14 days of dissolution. Exception: if the consumer expressly requests that performance of the services begins within the cooling-off period and acknowledges that the right of dissolution lapses once the service has been fully delivered within the 14 days, the right of withdrawal no longer applies once the service has been fully performed. The right of withdrawal also does not apply to bespoke digital content delivered immediately with consent.
2.11 Specific service terms: Additional special terms, set out in appendices, apply to certain services provided by Studio Ubique. In particular:
These appendices form an integral part of the Agreement. In the event of conflict between the provisions of an appendix and these general terms, the provisions of the appendix prevail with regard to the specific services to which that appendix relates.
3.1 Quality obligation: Studio Ubique performs the Agreement to the best of its insight and ability, with the necessary professional knowledge and care. We aim for high-quality results and keep the Client informed of progress through the agreed milestones. Both parties communicate openly and in good time during the project to minimise the chance of misunderstandings.
3.2 Responsibilities of the Client: The Client ensures that they deliver all data, materials and documents that Studio Ubique reasonably needs to perform the Order correctly, in good time and complete. This includes, where applicable: text, images, logos, brand identity elements, access to systems (CMS, hosting, analytics, and so on) and all other project-relevant information. The Client warrants that they hold all necessary rights to provide and use this material. Delays or errors arising because the Client does not provide necessary information, or does not provide it on time or correctly, are at the Client’s risk.
3.3 Approval and phases: Performance may be divided into phases or partial deliveries. Studio Ubique may make the start of a subsequent phase dependent on the express approval by the Client of the results of the previous phase. Approval may be given in writing or by email. After approval of a phase, any later significant change to that part of the work will be regarded as a change request (additional work, see 2.6).
3.4 Timetable and time periods: If it has been agreed that the work will take place in phases or that certain milestones must be ready on specific dates, those periods are indicative, unless expressly designated as “fatal” (a hard deadline). If a non-fatal period is exceeded, the Client must give Studio Ubique written notice of default and grant a reasonable period to perform after all. If an expressly fatal deadline is exceeded through the fault of Studio Ubique, the Client has the right to dissolve the Agreement for the relevant part with immediate effect, or (by agreement) to claim compensation or a penalty if agreed in writing in advance.
3.5 Changes and additional work: If during performance it appears that a desired or necessary change to the approach, schedule or scope of the Order arises, the parties will amend the Agreement accordingly in good mutual consultation. However, changes to the Agreement are only binding if agreed in writing (including by email) between the parties. Additional work will be quoted fairly or carried out at the agreed hourly rates.
3.6 Use of subcontractors: See article 4 for the engagement of third parties.
3.7 Testing and delivery: Where applicable, Studio Ubique makes concepts, prototypes or test versions available to the Client for assessment. After completion of the work, Studio Ubique reports that the Order is ready (the moment of delivery). The Client must then inspect the delivery within 10 working days of receipt. If the Client has not complained within that period, or if the Client actively approves or takes the delivery into use earlier, the delivery is regarded as accepted. Minor defects that do not affect core functionality are no reason to withhold acceptance, but will be repaired by Studio Ubique within a reasonable period.
3.8 Delay by the Client or incorrect information: The Client acknowledges that their cooperation and correct information are crucial for a successful project. If the Client provides incorrect or misleading information that materially affects the Order, Studio Ubique is not liable for any defects or delays resulting from it. If such misinformation or the repeated failure to keep arrangements means extra work must be carried out or damage arises, Studio Ubique is entitled to compensation.
3.9 Exclusions: Unless expressly agreed in writing, Studio Ubique is not responsible for applying for permits, complying with specific (sector) regulations or carrying out legal checks on delivered materials. The Client is responsible for the substantive accuracy and legality of text or claims on their website, and for compliance with sector-specific laws.
3.10 Data security: Studio Ubique takes reasonable measures to safeguard the security of digital data the Client supplies. However, we cannot guarantee that unauthorised access (hacking) or data breaches will never occur. Except in the case of intent or gross negligence on our part, Studio Ubique is not liable for breaches by third parties beyond our control.
3.11 Completion and handover: Once the Order is complete, Studio Ubique notifies the Client. After acceptance, Studio Ubique will, where applicable, hand over the final files or login details to the Client, on condition that the Client has met their payment obligations (see article 7.1).
3.12 Revision rounds:
3.13 Changes after delivery: The Client is responsible for changes that they or third parties make to the delivered products after final delivery. Any errors or problems arising from such later changes are not the responsibility of Studio Ubique.
3.14 Corrections and new requests:
3.15 Design delivery requirements:
3.16 Software, AI tools and transcription:
4.1 Subcontracting and specialists: Studio Ubique may engage third parties (subcontractors) in performing the Order, for example specialised freelancers or partner companies, provided this is not at the expense of the quality of the result. Studio Ubique remains responsible for the proper performance of the Agreement. The Client agrees that parts of the work may be carried out by third parties, as long as Studio Ubique supervises and remains responsible for the final delivery.
4.2 Purchasing services or products on behalf of the Client: If performance of the Order requires Studio Ubique to purchase goods or services from third parties (for example a software licence, stock photos, hosting, printing, and so on), Studio Ubique will ask the Client’s consent in advance and preferably provide a cost estimate. Such purchases may take place through Studio Ubique (which invoices the costs to the Client) or directly by the Client. Any conditions of that third party apply to the use of the purchased items; the Client is responsible for complying with them.
4.3 Budget and cost control: If the Client has indicated a budget for external costs, Studio Ubique will keep to it and optimise the spending as far as possible. If an overrun threatens, the Client’s consent is requested first.
4.4 Shared responsibility: When Studio Ubique obtains goods or services from third parties on behalf of the Client, both Studio Ubique and the Client bear reasonable responsibility for a proper outcome. Studio Ubique gives no additional warranties for products or services of third parties beyond what the supplier itself warrants.
4.5 Third-party warranties: Studio Ubique monitors the quality of engaged third parties as best it can. However, Studio Ubique gives no additional warranties for products or services of third parties beyond what the supplier itself warrants. If a third party falls short, Studio Ubique will meet its obligations toward the Client by raising the problem with that third party or seeking an alternative.
4.6 Third parties appointed by the Client: If the Client engages third parties themselves who work simultaneously with or in connection with Studio Ubique, Studio Ubique is not responsible or liable for the work or omissions of those third parties. The Client must ensure that such third parties do not hinder the cooperation with Studio Ubique.
5.1 GDPR compliance: In performing the Agreement, the parties will comply with applicable data protection laws and regulations, in particular the GDPR. Studio Ubique’s Privacy Policy forms an integral part of these Terms and governs how we collect, use, secure and retain personal data.
5.2 Personal data provided by the Client: If the Client provides personal data to Studio Ubique in the context of the Order, the Client warrants that they obtained this data lawfully and that they may engage Studio Ubique for the intended processing. The Client is the controller for that data; Studio Ubique acts as processor. Where legally required or at the Client’s request, the parties will conclude a separate processing agreement.
5.3 Data security: Studio Ubique has taken appropriate security measures, including encrypted storage where possible, secured servers with a firewall, limited access on a need-to-know basis, and the use of authentication methods (such as two-factor authentication) for access-sensitive systems.
5.4 Team, partners and storage outside the EEA: Part of Studio Ubique’s team and some of its partners work from countries outside the European Economic Area (EEA), including India. Studio Ubique may also use cloud and software services that store or process data outside the EEA. The Client agrees that confidential information and other project information may be accessed, stored and processed there, insofar as necessary for preparing and performing the Agreement. Studio Ubique also imposes the confidentiality obligation of article 15.1 on these team members, partners and providers, takes appropriate security measures (see article 5.3) and remains responsible towards the Client for their acts and omissions. The Client does not need to approve individual team members, partners or providers in advance. Where personal data is transferred to a country without an adequacy decision of the European Commission, Studio Ubique ensures appropriate safeguards in accordance with the GDPR, such as the standard contractual clauses approved by the European Commission and, where necessary, additional contractual and technical measures.
5.5 Data breach notification: If, despite all precautions, a data breach occurs involving personal data Studio Ubique processes for the Client, Studio Ubique will report this to the Client without undue delay after discovery. Studio Ubique will cooperate with reasonable instructions of the Client to meet statutory notification obligations.
5.6 Retention periods: Studio Ubique does not retain personal data longer than necessary for performance of the Agreement and in accordance with statutory obligations and the periods in our Privacy Policy. The Client has the right, after the Order ends, to request deletion or return of personal data they supplied, insofar as this does not conflict with statutory retention obligations.
5.7 Privacy of website users: If the Order (also) involves Studio Ubique developing a website or application in which personal data of the Client’s users is collected, the Client is responsible for providing the correct privacy statement on that website and for complying with applicable privacy rules toward their users. Final legal responsibility lies with the Client.
5.8 Reference to the Privacy Policy: In the event of any conflict between these Terms and the Privacy Policy regarding data protection, the Privacy Policy prevails for the interpretation of data processing, while these Terms govern the contractual relationship.
6.1 Rights to the result; ownership with Studio Ubique until full payment: Unless agreed otherwise in writing, all intellectual property rights (including copyright, patents, design rights, database rights and so on) in the results developed or made available by Studio Ubique in the context of the Order rest in the first instance with Studio Ubique. Only after full payment by the Client of everything they owe under the Agreement do the intellectual property rights in the agreed unique delivered results transfer to the Client.
6.2 Studio Ubique’s rights to existing material: Studio Ubique retains all rights to its own pre-existing materials, tools, software, methods and know-how that it uses or develops in the context of the Order. Rights to open-source or third-party components used by Studio Ubique remain with those external parties. Studio Ubique may reuse general ideas, modules, code snippets or designs that are not uniquely bound to the Client, provided no confidential information of the original Client is disclosed.
6.3 Transfer on completion and payment: Once the Client has paid all amounts owed, Studio Ubique will, on request, arrange the transfer of intellectual property rights in the agreed deliverables. Any costs for a deed or registration are at the Client’s expense, unless agreed otherwise. For third-party components, the Client receives the relevant usage rights, but no ownership.
6.4 Attribution and promotion rights: Studio Ubique has the right to connect its name to the products/services it delivers, for example through a mention in the colophon of a website or a small hyperlink (“crafted by Studio Ubique”), unless agreed otherwise. In addition, Studio Ubique may use the delivered work and the Client’s name for its portfolio and promotional purposes, unless the parties have agreed otherwise in writing, for example in a separate non-disclosure agreement (see article 15.1). Studio Ubique will of course not disclose any confidential business information.
6.5 Moral rights: Insofar as any moral rights in the delivered works accrue to Studio Ubique or its staff, Studio Ubique waives them to the extent legally possible, so as not to hinder the Client in changes or reproductions that fall within the intended use.
6.6 Return of materials: After completion of the Order, neither party is obliged to keep the materials, data or files used in performance. Studio Ubique will, without separate notice, keep project files for some months after delivery for any support purposes, but is entitled to delete them thereafter.
7.1 Use by the Client after payment (licence): Once the Client has fully met their obligations under the Agreement, the Client obtains an exclusive, worldwide licence for an indefinite period to use the delivered designs, software, text or other results for the intended purpose. The Client may deploy, adapt and exploit the results in their own business operations.
7.2 Scope of the usage right: The usage right includes the right to reproduce and publish the delivered materials within the Client’s own activities. The Client may also make reasonable changes to the work to make it suitable for their purposes. Where necessary, Studio Ubique will supply the required source files, unless the licence of a component does not allow this.
7.3 Usage restrictions before full payment: As long as not all payment obligations have been met, the Client is not permitted to use the delivered work commercially or to provide it to third parties outside the test/acceptance context without the express written consent of Studio Ubique.
7.4 No unlawful use: The Client will not use the obtained materials unlawfully and will not deploy them for purposes other than those for which they were made without consent. When using the work, the Client must respect the rights of third parties.
7.5 Suspension or revocation of the licence on default: Studio Ubique reserves the right to suspend or revoke the usage rights granted to the Client if the Client attributably fails to perform the Agreement and, after notice of default, does not cure within a reasonable period. Once the Client meets their obligations after all, the usage right resumes.
7.6 Portfolio mention right: As stated in 6.4, Studio Ubique may mention the delivered work and the name of the Client in its portfolio, unless agreed otherwise in writing, for example in a separate non-disclosure agreement (see article 15.1). This right continues to exist after transfer of ownership.
7.7 Use by Studio Ubique of general elements: Studio Ubique has the right to further develop and apply general techniques, modules or components from the delivered works (which contain no confidential or characteristically exclusive elements of the Client) in other projects.
8.1 Prices and VAT: All quoted and agreed prices are in euros (EUR) and exclude VAT and any other government levies, unless expressly stated otherwise. For Clients in the Netherlands, 21% VAT is charged. For Clients outside the Netherlands but within the EU, the VAT rate is reverse-charged, provided they have a valid VAT number. For Clients outside the EU, no VAT is due, but they are responsible for any local taxes.
8.2 Currency and exchange rate: The Client must make payments in euros. Any exchange rate risks or bank charges on payments from abroad are at the Client’s expense.
8.3 Obvious errors: Studio Ubique is not liable for the consequences of obvious typesetting or printing errors in price statements on the website, in quotations or other documentation. If a clear error has been made in pricing, Studio Ubique has the right to correct it. In that case the Client has the right to cancel the Order free of charge if the corrected price is not acceptable.
8.4 Price changes and indexation: For long-running agreements (such as maintenance contracts or hosting subscriptions), Studio Ubique reserves the right to change the agreed prices periodically. As a rule, an annual indexation will take place, usually based on the CBS service price index or a fixed percentage of at most 5%. Studio Ubique will announce an intended price increase in writing at least 2 months in advance. If the Client does not agree to such an increase for a continuing agreement, they have the right to terminate the Agreement as of the date the new prices take effect, provided they notify Studio Ubique in writing within 14 days of the notification.
8.5 No discounts or promotions: Studio Ubique applies fixed, transparent rates and offers no discounts or special promotions on its standard rates. Any deviating price arrangements in a specific agreement apply only to the Order described therein and not to future orders.
8.6 Extra costs for excessive use: If the Client uses continuing services with limits (such as hosting with a data traffic or storage limit, or support hours per month) and exceeds these limits, Studio Ubique is entitled to charge an additional fee. Studio Ubique will always be transparent about the arising of additional costs and will discuss them first in accordance with article 2.6.
8.7 Fixed price versus hourly rate: If a fixed total price has been agreed for the Order, the work stated in the quotation falls within it, subject to the additional work discussed above. If work is on the basis of subsequent calculation (hourly rate), Studio Ubique will periodically specify how many hours have been spent and what costs that involves.
8.8 Travel and accommodation costs: If work must be carried out at the Client’s location or elsewhere (outside the Zwolle region) and this is not included in the quoted price, travel hours and travel costs (mileage allowance, public transport costs) may be passed on. We usually apply EUR 0.23 per kilometre or the current recommended rate per kilometre, and/or the public transport rate.
9.1 Additional work fee: Additional work outside the original Order is carried out against an additional fee. The hourly rate or unit price for it is usually stated in the quotation or agreement. Studio Ubique will not unexpectedly invoice extra hours; any additional work will either have been requested by the Client in advance, or arise from unforeseen circumstances the necessity and cost of which are reasonably made known to the Client before costs are incurred.
9.2 Expenses and material costs: Expenses Studio Ubique incurs for the Order that fall outside the contract price are eligible for reimbursement by the Client, provided they are reasonable and, where possible, agreed in advance. Studio Ubique will preferably always ask consent if a cost item of more than EUR 100 is foreseen.
9.3 Third-party costs: If Studio Ubique makes payments to third parties for the Client (for example registration fees for an app store, hosting provider costs, advertisements on Google), these will be passed on to the Client at net cost. Studio Ubique is not obliged to fund external services if the Client has not arranged cover in advance.
9.4 Taxes and levies: All prices exclude taxes (see 8.1). If any other levy (for example withholding tax) applies, it is at the Client’s expense. The parties will reasonably assist each other to avoid double taxation under relevant tax treaties.
9.5 Verification and corrections: The Client has the right to check the invoices and specifications submitted by Studio Ubique. If the Client considers there is an error or ambiguity in an invoice, they must make this known in writing within 10 working days of the invoice date. A dispute about part of the invoice does not suspend the payment obligation for the undisputed part.
10.1 Invoicing: Studio Ubique invoices the fee according to the payment schedule agreed in the Agreement or quotation. Depending on the nature and duration of the Order, usual schedules are:
In the absence of other arrangements: for orders with a lead time shorter than 2 months, 50% at the start and 50% on delivery; for longer orders, monthly invoicing of progress.
10.2 Payment term: The Client must pay all correct invoices from Studio Ubique within 14 calendar days of the invoice date, unless agreed otherwise in writing. This payment term is fatal; on exceeding it, the Client is in default by operation of law.
10.3 Advance: Studio Ubique is entitled to require an advance or (partial) prepayment before starting or continuing the work. As long as a required advance has not been paid, Studio Ubique may suspend performance of the Order. An advance received will be set off against final invoices.
10.4 Periodic payments (for example subscriptions): If the service consists of continuing or recurring performance, payment will take place periodically in advance, unless agreed otherwise. If timely payment is not made, Studio Ubique may suspend further performance until payment is received (see 10.6).
10.5 Late payment, interest: If an invoice is not paid within the payment term, the Client owes statutory interest on the outstanding amount automatically from the day after the term expires. For transactions between businesses, this is the statutory commercial interest in accordance with article 6:119a of the Dutch Civil Code; for consumers, the statutory interest in accordance with article 6:119 of the Dutch Civil Code.
10.6 Suspension/closure on non-payment: If the Client does not pay an outstanding invoice within 30 days of the due date, Studio Ubique is entitled to temporarily suspend or cease its performance, after the Client has received a final written reminder. Studio Ubique will warn the Client in advance (reasonably at least 7 days before the actual suspension). Once payment is received, Studio Ubique will resume the service.
10.7 Collection costs: If the Client remains in default of settling a claim, Studio Ubique is entitled to hand the claim over for collection. All associated costs are at the Client’s expense. Extrajudicial collection costs are calculated in accordance with the Dutch Decree on compensation for extrajudicial collection costs, with a minimum of EUR 40 for consumer cases and usually at least 15% of the outstanding amount with a minimum of EUR 150 for business Clients.
10.8 Set-off and suspension: The Client is not entitled to suspend payment of invoices or to set it off against any claim on Studio Ubique, unless Studio Ubique has acknowledged the relevant counterclaim in writing or it has been irrevocably established in law.
10.9 Refunds: If the Order is partly cancelled or dissolved and the Client is entitled to a refund of prepaid amounts, Studio Ubique will refund the relevant sum within 14 days of determining the refund amount, using the same payment method as the payment was made with, unless agreed otherwise.
10.10 Invoice form: Studio Ubique sends invoices preferably electronically (PDF by email). By agreeing to these Terms, the Client consents to digital invoicing.
11.1 Cancellation by the Client (interim): The Client is entitled to cancel or terminate the Agreement on an interim basis, before completion of the Order, provided they make this known in writing to Studio Ubique. In the event of such unilateral termination by the Client (other than for an attributable failure by Studio Ubique), Studio Ubique is entitled to payment of: (a) the full amount for work already performed and costs incurred up to the date of termination; and (b) where applicable, a reasonable fee for the loss of turnover Studio Ubique suffers due to the early termination.
11.2 Dissolution on failure: If a party attributably fails to perform the essential obligations under the Agreement, the other party is entitled to dissolve the Agreement in part or in full, after giving the failing party written notice of default and granting a reasonable period to perform after all. In the event of dissolution by Studio Ubique due to default by the Client, the payment obligations for services already provided and costs incurred remain in full force.
11.3 Termination for attributable failure of the Client: Studio Ubique has the right to terminate the Agreement in whole or in part in writing with immediate effect (without notice of default) if the Client has provided Studio Ubique with knowingly incorrect or misleading information, or if the Client is guilty of fraud, bad faith or serious frustration of the cooperation. In such cases Studio Ubique is not obliged to make any refund and may also claim full compensation for the damage it has suffered.
11.4 Bankruptcy or debt restructuring: Both parties have the right to dissolve the Agreement with immediate effect in writing in the event that the other party is declared bankrupt, applies for or obtains a (provisional) suspension of payments, or can otherwise no longer freely dispose of its assets.
11.5 Termination of continuing agreements (notice): For agreements aimed at a continuing performance (such as a maintenance contract, hosting agreement, website support or marketing subscription), the following applies, unless expressly determined otherwise in the specific agreement:
11.6 Effect of termination: After termination or dissolution of the Agreement, regardless of the reason, the following provisions apply:
11.7 Refunds for prepaid contracts: If the Client had a prepaid credit (for example an hours bundle or prepaid hosting period) and the Agreement ends before that credit has been fully used, Studio Ubique will refund the remaining amount representing services not enjoyed, provided the conditions of cancellation have been met.
11.8 Right and effect of partial dissolution: If the dissolution or termination concerns part of the performances, the Terms remain in full force for the non-terminated part.
12.1 Originality and quality: Studio Ubique warrants that the designs and products it delivers are original and do not infringe the rights of third parties, except for the use of materials supplied by the Client or expressly approved by the Client. Studio Ubique will repair, free of charge, defects in the delivery that fall within its responsibility and that are reported by the Client within a reasonable period after delivery (at most 10 working days after acceptance). The warranty does not apply if: (a) the defect arose through acts or changes by the Client or third parties after delivery; (b) the Client has handled or used the matter carelessly or contrary to instructions; or (c) the Client is in default of any obligation toward Studio Ubique.
12.2 Indemnity by the Client: The Client warrants that all data and materials they provide to Studio Ubique, such as text, images, logos, fonts and databases, do not infringe the rights of third parties and that they are entitled to provide them to Studio Ubique. The Client will indemnify Studio Ubique against all third-party claims arising from the use of materials or information supplied by the Client.
12.3 Indemnity by Studio Ubique: Studio Ubique will indemnify the Client against third-party claims that components of the delivery manufactured and delivered by Studio Ubique itself infringe an intellectual property right of that third party. This indemnity applies on condition that the Client informs Studio Ubique in writing within a reasonable period about the claim and gives Studio Ubique full control and authority to conduct the defence.
12.4 Cancellation fee / compensation for Studio Ubique: If the Client cancels or terminates an already confirmed Order (as referred to in 11.1), Studio Ubique is entitled to charge costs already incurred and hours worked, as well as a reasonable compensation for the loss of turnover from non-performance of the rest of the Order. The cancellation policy is based on reasonableness and fairness: Studio Ubique is compensated for the effort to date and is not left with uncovered costs.
12.5 Warranty and maintenance term: Studio Ubique provides a standard technical warranty of 1 year on websites or web applications it has developed, on the condition that during that year the Client also takes a regular maintenance contract or demonstrably carries out the essential updates themselves on a weekly/monthly basis. If no maintenance contract has been concluded and the Client does not demonstrably carry out the essential updates themselves either, the 1-year warranty expressly lapses. The warranty covers only internal defects in the code or set-up delivered by Studio Ubique. It does not cover:
12.6 Other liability excluded: Studio Ubique provides its services “as is”, except where warranty has been expressly given. To the extent legally permitted, Studio Ubique excludes all other warranties, commitments or conditions, whether express, implied, statutory or otherwise. Studio Ubique gives no warranty on measurable business results of its work (such as a specific number of conversions or a particular search engine position). Studio Ubique promises only the right effort and qualitative performance.
12.7 Cooperation and indemnity: The Client acknowledges that they also cooperate in the project and are co-responsible for enabling Studio Ubique to do its work properly. The Client indemnifies Studio Ubique against third-party claims arising from acts of the Client that conflict with the Agreement or these Terms.
13.1 Limitation of direct damage: The contractual and statutory liability of Studio Ubique for damage arising from or connected with the Agreement is limited per event to at most the amount the Client has paid to Studio Ubique for the relevant part of the performance. In no event will the total liability of Studio Ubique exceed EUR 10,000 (ten thousand euros) or, if higher, the cover that Studio Ubique’s business liability insurance pays out in the relevant case.
13.2 Exclusion of indirect damage: Studio Ubique is not liable for indirect damage of the Client. Indirect damage also includes: lost profit, missed savings, loss of business or turnover, loss of goodwill or reputation, damage due to business stagnation and claims of third parties against the Client.
13.3 Liability for the Client’s material: Studio Ubique bears no liability for errors, defects or loss of data resulting from the use of materials or information carriers supplied by the Client. Errors in text or images supplied by the Client are entirely the responsibility of the Client.
13.4 Third-party services/software: If the Client or Studio Ubique deploys third-party services or software in connection with the performances delivered by Studio Ubique, Studio Ubique is not liable for shortcomings of those third-party services or software. Our liability extends only to what we deliver ourselves and have under our control.
13.5 Force majeure: Studio Ubique is not liable for damage arising from force majeure (see article 14).
13.6 Risk of transport and shipment: If Studio Ubique must ship materials or carriers to the Client or third parties, this is at the Client’s risk.
13.7 Extent of damage, mitigation: The Client is obliged to act to limit damage. As soon as a defect or risk is identified, the Client must take reasonable measures to prevent or limit (further) damage.
13.8 Complaint and period: Any liability of Studio Ubique lapses if the Client does not complain in writing and with reasons to Studio Ubique within a reasonable time after they discovered or should have discovered the defect or damage. A reasonable time is in any case within 2 months of discovery (for consumers) and within 1 month (for businesses). Any legal claim against Studio Ubique expires after 12 months from the moment the claim arose.
13.9 Total liability cap: Should, for whatever reason, the above limitations not hold up before a court, it remains that Studio Ubique never has to compensate more damage than the amount for which it is insured, or at least reasonably should have been insured.
13.10 Statutory exceptions: The limitations and exclusions of liability in these Terms do not apply insofar as damage is the result of intent or conscious recklessness of Studio Ubique or its management, nor insofar as they conflict with mandatory law.
13.11 Delivery and final payment for development projects:
14.1 Definition of force majeure: Force majeure means: any circumstance or event beyond the control of Studio Ubique that temporarily or permanently prevents performance of the Agreement. This includes in any case: natural disasters, fire, lightning strike, war, terrorism or the threat thereof, riot or popular movement, pandemics/epidemics and resulting government measures, general failures in electricity or telecommunications services, government measures, strikes or work stoppages at Studio Ubique or its suppliers, failure of suppliers over which Studio Ubique has no influence, and other unforeseen circumstances. Illness or absence of crucial staff may also count as force majeure if Studio Ubique, despite reasonable effort, cannot find a replacement at short notice.
14.2 Obligations on force majeure: If a situation of force majeure arises, Studio Ubique will inform the Client as soon as possible. Studio Ubique’s obligations are suspended for the duration of the force majeure situation. Studio Ubique is not in attributable default during the period of force majeure.
14.3 Payments during force majeure: If force majeure affects only part of the obligations, the Client remains obliged to pay the part that has been performed. If, due to force majeure, Studio Ubique’s services are temporarily halted, payments for that period will be paused or credited by agreement.
14.4 Duration and dissolution: If the force majeure situation lasts longer than 30 consecutive days, or as soon as it is established that it will last longer than 30 days, both parties have the right to dissolve the Agreement for the non-performed part in writing, without any obligation to pay compensation. In that case Studio Ubique is entitled to payment for the performance carried out up to that moment.
14.5 Resumption at the end of force majeure: If the Agreement has not been dissolved in accordance with art. 14.4, Studio Ubique will resume its obligations after the force majeure ends as soon as reasonably possible. The parties will set new time periods for the remaining work in good consultation.
14.6 Permanent impossibility: If force majeure means it is permanently impossible or unreasonably onerous for Studio Ubique to perform the Agreement, it will make this known to the Client and the parties will consult on alternatives.
14.7 Suspension on foreseen force majeure: In certain cases, for example announced strike action or weather conditions, a force majeure situation can be foreseen in advance. Studio Ubique is then entitled to suspend certain deliveries preventively or to reschedule appointments. It will always explain this to the Client.
15.1 Confidentiality: Both parties are obliged to keep confidential all confidential information (see definition 1.7) they have obtained from each other or from another source in the context of the Agreement. Confidentiality concretely means that the receiving party does not disclose such information to third parties and uses it only for the purpose for which it was provided. Exceptions apply if the information was already public, if the receiving party already held the information without a confidentiality obligation, or if a statutory obligation or court order requires disclosure. The parties also impose this confidentiality obligation on their staff and any engaged third parties. This confidentiality obligation remains in force until 3 years after termination of the Agreement, or longer if the nature of the information reasonably requires it. If the parties have concluded a separate non-disclosure agreement, that agreement prevails over this article 15.1 and over articles 6.4 and 7.6, insofar as it deviates from them. That agreement governs confidentiality only; these Terms remain fully applicable to the performance of the Order.
15.2 Non-poaching of staff: During the term of the Agreement and for 12 months thereafter, the Client will not, directly or indirectly, employ or have work carried out by staff or independent contractors who are (or were) involved on behalf of Studio Ubique in performing the Order, without the intervention of Studio Ubique, unless with the prior written consent of Studio Ubique. In the event of a breach of this provision, the Client owes Studio Ubique an immediately payable penalty of EUR 25,000, without prejudice to Studio Ubique’s right to claim full compensation if the actual damage is higher.
15.3 Applicable law: Dutch law applies to all legal relationships between Studio Ubique and the Client. This also applies if the Client is established abroad or the work partly takes place elsewhere. The applicability of the Vienna Sales Convention (CISG) is excluded.
15.4 Choice of forum: Any disputes that may arise in connection with the Agreement or these Terms will, insofar as not resolved amicably, be submitted exclusively to the competent court in the district of Overijssel, location Zwolle, unless mandatory law prescribes another competent court.
15.5 Amendment of terms: Studio Ubique is entitled to amend or supplement these terms and conditions unilaterally. It will notify the Client of this at least 30 days before the amended terms take effect. If the Client does not agree to the amendment and it concerns a material change to their detriment, the parties will enter into consultation. If no objection is made and the Client continues to take the services after the effective date, the Client is deemed to have accepted the new terms.
15.6 Transfer of rights: The Client is not permitted to transfer any right or obligation under the Agreement to a third party without the prior written consent of Studio Ubique. Studio Ubique may transfer its rights and obligations under the Agreement in the context of a merger, acquisition or sale of its business activities, provided the Client is notified of this.
15.7 Entire agreement: These terms and conditions, together with any specific quotation, agreement and appendices and any separate non-disclosure agreement (see article 15.1), form the complete statement of the rights and obligations of the parties. Changes or additions to the Agreement are only valid if agreed in writing (which may be by email) and apply only to the relevant agreement.
15.8 Severability: If a provision of these Terms or the Agreement is found to be invalid or unenforceable, this does not affect the validity of the remaining provisions. In that case the parties will enter into good consultation to replace the invalid provision with a provision that is valid and whose purport and legal consequences match the intention of the original provision as closely as possible.
15.9 Waiver (no tacit consent): If Studio Ubique at any point decides not to require strict compliance with any provision of these Terms, this does not imply a waiver of rights for the future.
15.10 Communication and contact: Official notices under this Agreement (such as notices of default, cancellations) must be made in writing, preferably by registered post or by email with read receipt. Digital communication counts as written. The Client ensures that Studio Ubique always has the Client’s current contact details.
15.11 Miscellaneous:
15.12 Language versions: These Terms have been drawn up in Dutch and in English. In the event of any difference or conflict in interpretation between the Dutch and the English version, the Dutch version prevails.
This appendix contains specific additional provisions that apply when Studio Ubique performs SEO (search engine optimisation), digital marketing and related growth services on behalf of the Client. These provisions form an integral part of the Agreement and prevail over the general terms insofar as SEO and marketing services are concerned.
A1.1 SEO and marketing services: “Marketing services” in this appendix means all services in the area of online findability and marketing that Studio Ubique provides to the Client. This may include: search engine optimisation (SEO), AI-assisted SEO (AI SEO), paid search advertising (SEA, such as Google Ads), social media marketing campaigns, content creation for marketing purposes (for example blogs, landing pages), email marketing, conversion optimisation (CRO), link building, online reputation management and web analytics set-up and reporting.
A1.2 Best-efforts obligation: Studio Ubique will perform the Marketing services to the best of its ability and strives to improve agreed indicators. However, Studio Ubique has a best-efforts obligation and not an obligation of result. Online marketing involves many factors beyond Studio Ubique’s control, so results cannot be guaranteed (see A3.1).
A1.3 Openness and strategy: Studio Ubique will inform the Client about the strategies and tactics applied. Studio Ubique will not apply black-hat SEO techniques (such as hidden text, doorway pages or purchased link farms) unless the Client expressly wishes otherwise and accepts the risks in writing.
A2.1 Access and cooperation: The Client must provide Studio Ubique in good time with all necessary access and authorisations for the Marketing services to be carried out. In practice this means:
The Client also ensures all logins remain current. Delay or inability to work in accounts due to inadequate access is the Client’s responsibility.
A2.2 Input and content approval: When Studio Ubique supplies content for approval, the Client will respond within a reasonable period (at most within 5 working days) with approval or changes. The Client must also ensure that all content published is legal and in line with advertising rules and regulations.
A2.3 Website and technology: For SEO results, a technically well-functioning website is essential (for example fast loading time, mobile friendliness). It is the Client’s responsibility to run their website on a sound hosting platform and not to undo recommended technical improvements. The Client must announce major website changes (new design, new structure) in good time, so SEO can be adjusted accordingly.
A2.4 Authenticity and client data: If marketing involves Studio Ubique communicating on behalf of the Client (for example social posts, responding to reviews), the Client will provide us with the desired tone and guidelines. The Client remains responsible for the accuracy of factual statements in marketing communications. The Client must also comply with any statutory obligations, such as having a valid cookie and privacy statement on the website and only using email addresses for mailings if they have been obtained lawfully (opt-in).
A2.5 Required investment and patience: The Client understands that SEO in particular is a long-term investment. It often takes several months before significant effects become visible. The Client must be willing to cooperate during the initial period (often 3 to 6 months) and not demand unrealistic targets halfway through.
A2.6 No competition to the detriment of own results: The Client will inform Studio Ubique if they have simultaneously engaged other marketing agencies or freelancers for overlapping tasks, so that no conflicting strategies arise. The Client promises not to actively undermine Studio Ubique’s efforts.
A3.1 No guaranteed positions or results: The Client acknowledges that Studio Ubique cannot guarantee specific positions in search engines, nor an exactly measurable ROI of marketing campaigns. Search engines change their algorithms regularly and external factors influence results. As long as we perform the agreed work, failure to meet forecasts is not in itself a failure.
A3.2 Influence of search engines and third parties: Search engines and platforms are independent. Google can carry out a core update without warning that reshuffles rankings. Studio Ubique has no control over this and is not liable for negative effects of it.
A3.3 No cure no pay arrangements: Unless expressly agreed, Studio Ubique does not work on a “no cure no pay” basis. Our work is paid on an hourly or subscription basis, regardless of a specific outcome.
A3.4 Legal and ethical aspects of marketing: Studio Ubique will not create mendacious or legally prohibited communications. The Client warrants that all claims they wish to make are correct and meet legal requirements. In addition, Studio Ubique adheres to ethical marketing standards, such as no deception and no infringement of privacy.
A3.5 Adjustments and optimisations to the website: SEO work often requires structural changes. Studio Ubique will do this carefully and set up redirects where necessary. A site may experience temporary fluctuations; this is normal and sometimes requires patience.
A3.6 Reporting and transparency: Studio Ubique will report periodically, usually monthly. Reports include relevant KPIs (such as ranking updates, visitor numbers, conversions, costs, CTR and so on, depending on the services). We advise that the Google Analytics property be in the Client’s name, so that historical data stays with them after any termination of the cooperation.
A4.1 Fixed fee versus variable: Depending on the arrangement, the fee for Marketing services may be a fixed monthly fee (retainer) or partly variable (for example a base fee plus a percentage for advertising budget management). If the Client requests extra work outside scope, this may be invoiced separately or set off against any hours bank.
A4.2 Media budget and external costs: Media costs (budget for Google Ads, Facebook Ads and so on) are normally not included in Studio Ubique’s fee. The Client must pay these costs directly or make them available to Studio Ubique via an advance. Studio Ubique will never exceed the media budget without express consent.
A4.3 Hours indication and adjustment: Although a retainer is not settled per hour, Studio Ubique does internally have an hours budget that it spends per month. If structurally more hours are needed for the desired services, Studio Ubique will indicate this and make a proposal.
A4.4 Retainer payment and cancellation: Cancellation of a running month is usually not possible; if cancellation comes halfway, the retainer continues until the end of the notice period (see A5.2).
A4.5 Extra services: If the Client wishes additional marketing services beyond the agreed scope, this may be included in a larger package deal or done ad hoc against an additional fee. Studio Ubique is flexible, but will always send a brief proposal to avoid misunderstandings.
A5.1 Retainer contract term: SEO and marketing agreements are cancellable monthly with a notice period of one (1) calendar month, without a minimum contract term. The Client understands that SEO is a long-term investment and that results usually become visible only after three to six months (see A2.5), but is not contractually bound to a minimum period, unless expressly agreed otherwise in the specific agreement.
A5.2 Notice period: After the initial contract period, a notice period of one (1) month applies for both parties. Cancellation must be done in writing (see 15.10 on communication).
A5.3 Consequences of cancellation: After cancellation, until the end date, Studio Ubique will neatly wind down or hand over the running campaigns and work. Content that has been made remains the property of the Client. Amounts already paid for the period after the end (if paid in advance) are refunded pro rata.
A5.4 Early termination on disappointment: If the Client is seriously dissatisfied with the service, they will first make this known to Studio Ubique so that adjustment can take place. Only on structural failure (see 11.2) can dissolution take place.
A5.5 Handover on termination: Studio Ubique ensures that all assets and data useful to the Client are handed over on termination, including:
A5.6 Non-competition after the end: Studio Ubique is an agency with multiple clients and handles the Client’s data and strategies confidentially. After the end of the contract, no secrets are shared with others (confidentiality remains). Marketing concepts and content tailored to the Client will not be reused for a competitor.
A6.1 Granting permission for tools: The Client grants Studio Ubique permission to create accounts on their behalf with necessary platforms, search engines, directories or tools where useful. If Studio Ubique uses API keys or logins, these will be treated confidentially and securely.
A6.2 Retention of data: Unless agreed otherwise, Studio Ubique will keep campaign data (such as ranking reports, advertising performance) for up to 6 months after the end of the cooperation. The Client is advised to make their own exports or copies of data valuable to them.
A6.3 Making conversions measurable: Where applicable, Studio Ubique will provide the Client’s website with tracking codes (Google Analytics, Facebook Pixel, and so on) to make results measurable. The Client is responsible for informing their site visitors about this in accordance with privacy law. Tracking is never 100% accurate (ad blockers, cookie refusal); claimed conversion numbers are approximations.
A6.4 AI-assisted analysis and content: In the context of digital marketing and AI SEO, Studio Ubique may use AI tools for analysis, content suggestions and optimisation. Studio Ubique will exercise due care, but the Client remains responsible for final acceptance of content and campaigns before publication. Article 3.16 applies.
A6.5 Testimonial: If the cooperation is fruitful, Studio Ubique may ask the Client for a short reference or testimonial. The Client is free in this; refusal has no effect on the rest.
A6.6 Applicability of the rest of the general terms: This Appendix A is supplementary. All relevant provisions of the main agreement remain in force insofar as not arranged otherwise in this appendix. In particular, confidentiality, indemnities and limitations of liability (article 13) apply in full to marketing services. Dutch law applies to this appendix and the court in Zwolle has jurisdiction (as determined in 15.3 and 15.4).
This appendix contains the specific terms that apply when Studio Ubique provides the Client with domain name registration, web hosting (shared hosting or VPS), website maintenance services, website support, cloud services (such as email hosting) and other related technical services. These provisions form part of the Agreement and, in the event of conflict, prevail over the general terms with regard to these services. In these services, Studio Ubique also acts in the role of “hosting service provider” within the meaning of the EU Digital Services Act (DSA).
B1.1 Domain services: Registration, transfer or renewal of an internet domain name for the Client. A domain name is, where possible, registered in the Client’s name. Studio Ubique cannot guarantee that a desired name is available or will be granted.
B1.2 (Shared) Web hosting: Making space and data traffic available on a server managed by Studio Ubique, on which the Client’s website or application runs. Managed VPS Hosting means the Client receives a virtual server with dedicated resources, technically managed by Studio Ubique.
B1.2a Website maintenance: The ongoing service under which Studio Ubique handles the technical management of the Client’s website. Technical management means: updating WordPress (core, plugins and themes), security updates, creating back-ups, monitoring, and management of the server environment insofar as it is hosted with Studio Ubique. Website maintenance does not include any content or functional work and is separate from website support (see B1.3). The delineation between the two services is set out in B3.4.
B1.3 Website support: An ongoing support agreement that provides support hours, fixed response times and uptime guarantees for the Client’s hosting and website environment. Studio Ubique offers three packages (Care, Growth, Partnership) with increasing hours, response times and strategic support. Without website support, the standard commitments of this contract apply: we aim for high uptime, but there is no penalty clause.
B1.4 Client’s content: All data, files, websites, emails and other information that the Client stores or has stored on our servers or infrastructure. The Client is and remains the owner of this content and is responsible for its lawfulness (see B2 Acceptable Use).
B1.5 Availability: The hosted services (website/email) actually functioning and being reachable over the internet. Availability does not include planned maintenance windows (see B3.6) or downtime caused by something beyond our control (force majeure, DDoS, outages elsewhere).
B2.1 General obligation of lawful use: The Client will use the hosting and domain services provided by Studio Ubique solely in accordance with the law and standards of decency. Via our servers, the Client may not publish or distribute content that:
A breach of this provision counts as an attributable failure of the Client and entitles Studio Ubique to measures (suspension/termination).
B2.2 Intermediary liability and DSA: In hosting, Studio Ubique acts as a “hosting service provider” within the meaning of the European DSA. This means that we are in principle not liable for information the Client stores or makes available, as long as we have no knowledge of unlawfulness. As soon as we obtain knowledge of unmistakably unlawful content on the server, we must act quickly to remove that content or block access to it.
B2.3 Notices (Notice and Takedown): If a third party or authority points us to (alleged) unlawful content on systems we host for the Client, Studio Ubique will handle this as follows:
B2.4 Internal complaints procedure (disputes): If the Client believes content has been removed wrongly or a report is unjustified, they can submit a complaint to us within 10 days of the removal action. This can be done by email and must contain: which content it concerns, why according to the Client it is legal/not an infringement, and any evidence or statements. Studio Ubique will have this complaint reassessed by a different staff member (or manager) than the one who took the first decision. Within 10 working days (and we aim for faster) the Client receives a reasoned outcome: either we uphold the removal/measure, with explanation, or we restore the content/service if it was a misunderstanding or the Client gave convincing arguments. If the Client is then still dissatisfied, they can of course take legal steps or start a dispute procedure.
B2.5 Spam and email use: If our services also include email hosting, the Client may not use our mail servers to send unsolicited bulk messages (“spam”). We use the definition of spam as: mass email sent without valid consent of the recipients or in a way that breaches laws (such as the Telecommunications Act and GDPR). Some guidelines:
B2.6 Security and misuse: The Client must take basic care of their hosted environment:
The Client must also not make excessive use that hinders others: for example continuously demanding 100% CPU on a shared server or huge MySQL queries that slow things down. We will monitor this and, on exceeding, contact the Client (or throttle in an emergency) and seek a solution (optimise or move to a heavier server). In general: fair use and mutual responsibility to keep the environment safe and stable.
B3.1 Domain registration and terms: When Studio Ubique registers a domain, the following normally applies:
B3.2 Hosting packages (shared), quota and invoicing: Shared hosting is often offered in bundles (for example X GB storage, Y GB traffic per month). These quotas are agreed in advance. As mentioned earlier in the general terms (8.6), an overrun is charged extra or the Client must upgrade. We explain:
B3.3 Managed VPS and dedicated: For Clients with their own virtual or physical server:
B3.4 Maintenance contracts and the delineation with website support: Website maintenance (see B1.2a) and website support (see B1.3) are two different services. To prevent misunderstandings, Studio Ubique sets out the distinction here. Website maintenance concerns technical management only: updates to WordPress (core, plugins and themes), security updates, back-ups, monitoring and management of the server environment insofar as it is hosted with Studio Ubique. A defect falling within this technical management, for example a fault demonstrably caused by an update or server migration carried out by Studio Ubique, is repaired by Studio Ubique within the maintenance and at no extra cost, insofar as that repair reasonably falls within the nature and scope of the service. Website maintenance expressly does not include: changes to the content of the website (text, images, page layout), functional changes or extensions, new functionality, design changes, and reviewing or testing individual pages, links or language combinations on request or on a recurring basis. Such work, as well as fixed response times, an uptime guarantee and the active investigation and resolution of functional or content issues, falls under website support (the Care, Growth and Partnership packages). If no website support package has been taken, that work is quoted as additional work and charged at the applicable hourly rate. The frequency of the maintenance (for example weekly or monthly) and the exact scope are set out in the specific agreement. Where no further description is given, the delineation in this article applies. The remaining terms of a maintenance contract are:
B3.5 Service level (availability and support):
B3.6 Maintenance windows and updates:
B3.7 Client responsibilities for hosting:
B4.1 Suspension on non-payment: Studio Ubique has the right to suspend services (such as access to the website, or DNS routing) if the Client, despite a reminder, remains in default of payment (see also art. 10.6). Concretely: if an invoice is more than 30 days overdue and reminders are ignored, we send a final email “pay within 7 days or offline”. After those 7 days the account is blocked. We may charge a reconnection fee before we reactivate. Meanwhile the payment obligation continues. If, after suspension, a further 30 days pass without payment (so 60+ days overdue), we regard that as a default and may dissolve the contract, delete data and release or cancel the domain. We inform the Client before final deletion and give a last chance.
B4.2 Suspension on breach of AUP: If the Client breaches the Acceptable Use Policy (B2.1), Studio Ubique has the right to take the relevant content offline directly or to suspend the account (depending on severity). In the case of child pornography or serious criminal content we report immediately to the police and take the server offline for that part. In the case of a copyright notice from a third party, we will take content offline and seek contact (notice and takedown). If the Client repeatedly or seriously breaks the rules, we may dissolve the Agreement (see art. 11.3 and 11.2 of the main terms). Measures are proportionate.
B4.3 Termination and migration: Cancellation of hosting or maintenance by the Client follows the periods in B3.2, B3.3, B3.4 and the main agreement (11.5). On termination, Studio Ubique will support the Client technically with migration:
B4.4 Liability on termination: Studio Ubique is not liable for damage from lawful suspension or termination of the services under these terms. For example: if we take a site offline for non-payment, any loss of turnover or SEO loss is the Client’s own fault. After termination, apart from what we stated in 11.6 (continuing confidentiality and so on), there is no further obligation. We will handle matters neatly and with integrity.
B4.5 Change of service: Studio Ubique may decide to change or phase out certain hosting products (for example because technology is outdated). We will inform the Client in good time and offer an equivalent or better alternative. If the Client does not want to go along and this means a material change to the contract, they may cancel the relevant service as of the date of the change (as 15.5 regulates). We then migrate their site to that new platform free of charge if they stay, or help them move if they cancel (as in B4.3).
B5.1 Back-ups and data integrity: Studio Ubique makes back-ups in accordance with the arrangements (for example daily rotation, 7 days). Nevertheless, your own backup remains sensible for critical data, and the Client must check that things like orders are also recorded elsewhere (in their own administration). Studio Ubique is not liable for data loss unless through gross negligence, and even then up to the maximum liability amount in article 13. We will do everything possible to restore lost data from back-ups. The Client must report missing data immediately, so that we still have the right backup. An external failure (a SAN crash that also affects backups) is force majeure; we do have redundancy where feasible.
B5.2 Processing of personal data: This has partly been mentioned (GDPR). We conclude a processing agreement where necessary. We also comply with DSA art. 13: in our general terms and disclaimers on the site we have a contact point for users, and we publish an annual transparency report on content moderation where relevant. If the Client’s site has a data breach due to a hack, we assist them in forensically searching logs and so on. If a data breach has arisen through our fault (incorrect configuration), that falls under our liability but, again, with limited scope. Transfers outside the EEA: hosting servers are usually located in the Netherlands or elsewhere in the EU. Article 5.4 applies to transfers of personal data outside the EEA. Where necessary, we record the arrangements in the processing agreement.
B5.3 Contact and support: Hosting support is reachable via email [email protected] during office hours. Outside office hours, emergency support is available in accordance with the arrangements in the website support package, if applicable. The Client must not report outages via social media or via individual staff members (who are not continuously monitored), but via the official channels. The Client must give sufficient information (“my site does not work” is too little; please also an error message, what happened, and so on). We may require the Client to apply reasonable basic IT understanding: so first check the modem/router if they cannot see the site locally, or clear caches in the case of email login issues. We do support step by step, but are not a general computer help desk. All communication about support is recorded for consistency. In the event of escalation (a complaint about support handling) the Client can ask that a manager looks into it. Conflicts and compensation are handled in line with the contract.
B5.4 Amendment of terms (specific): Any changes to this appendix are made in accordance with 15.5 of the general terms. In addition: if the law changes (for example stricter email law) we may implement that directly in policy and hold the Client to it, even if that has not been communicated explicitly as a change to the contract (the law takes precedence). We will however inform the Client of the change.
B5.5 Applicability of main provisions: As with Appendix A, the general terms remain an integral part, including the limitation of liability, indemnities, choice of law (Dutch law) and forum (Zwolle). Any warranty as described in 12.5 is repeated/confirmed in B3.4 (1-year warranty, provided there is maintenance by Studio Ubique or the Client demonstrably carries out the updates themselves). In addition: force majeure (14) is also in force here; outages due to force majeure give rise to no compensation claim. Third parties (4): we may use infrastructure of third parties (data centres, software). They adhere to sub-processing and we supervise, but if an AWS data centre is down, that is an outsider.
This appendix contains specific additional provisions that apply to all agreements under which the Client makes use of Studio Ubique’s services in the form of hire-a-developer, IT staff augmentation and/or white-label deployment of developers, designers or other specialists. These provisions form an integral part of the Agreement and, in the event of conflict, prevail over the general terms insofar as they relate to hire-a-developer, IT staff augmentation or white-label services.
C1.1 These additional terms apply to all agreements for hire-a-developer, IT staff augmentation and white-label deployment of specialists.
C1.2 Unless expressly agreed otherwise, all other provisions of Studio Ubique’s general terms remain fully applicable. In the event of any conflict, the provisions of this appendix prevail insofar as they relate to hire-a-developer, IT staff augmentation or white-label services.
C2.1 The contracting party of the Client is always Studio Ubique, established in Zwolle, the Netherlands. Any involvement of our partners takes place solely as subcontracting by Studio Ubique.
C2.2 The developers, designers and other specialists engaged by Studio Ubique are employed or contracted by Studio Ubique or its group and/or outsourcing partners. No employment relationship, agency relationship, payroll or other employment-law relationship arises between the Client and these persons.
C2.3 Studio Ubique is responsible for the payment of salaries, fees and other employment-related obligations toward its own employees and subcontractors.
C3.1 For hire-a-developer and IT staff augmentation, the first month is considered a trial period. During this trial period, either party may terminate the cooperation in writing with immediate effect, without notice period and without compensation, with settlement of the hours actually worked.
C3.2 After the trial period, a minimum initial term of three (3) months applies.
C3.3 After this initial term, the agreement continues for an indefinite period, unless the parties agree otherwise in writing.
C3.4 After the initial term, either party may terminate the agreement in writing with one (1) month’s notice.
C3.5 The minimum engagement per specialist is ten (10) hours per week, unless a different minimum has been agreed in the quotation or agreement.
C4.1 If the Client, with proper reasoning, indicates that an assigned specialist is not suitable on a technical or personal level, Studio Ubique will make reasonable efforts to propose a replacement specialist. Studio Ubique will use reasonable endeavours to provide a replacement within one (1) to two (2) weeks, depending on availability on the market.
C4.2 Public holidays, vacation days and illness of the specialist are not invoiced to the Client. If these hours were already included in a pre-invoiced month, they are settled in favour of the Client on the next invoice.
C4.3 In the case of prolonged absence (longer than seven calendar days), Studio Ubique will consult with the Client about temporary or structural replacement.
C5.1 Hire-a-developer and IT staff augmentation are in principle billed on an hourly basis, at the hourly rate per role and seniority level set out in the quotation or agreement.
C5.2 The monthly fee is invoiced in advance based on the agreed number of hours per month (for example, number of hours per week multiplied by number of weeks). The invoice must be paid in full before the start of the relevant month.
C5.3 The hours actually worked by the specialist are recorded in a time-tracking system of Studio Ubique. Any over- or under-usage compared to the hours invoiced in advance is settled on the invoice of the following month.
C5.4 Additional hours on top of the agreed allocation are only performed after prior written or electronic approval by the Client (for example via email or a ticketing system).
C5.5 Article 10 of the general terms remains applicable, on the understanding that for hire-a-developer and IT staff augmentation the obligation to pay in advance as described in this article C5 prevails.
C6.1 Studio Ubique is responsible for the selection, onboarding, HR support and primary quality control of the specialists it deploys.
C6.2 The Client is responsible for the substantive steering of the work, for providing correct and timely information, for setting priorities, for acceptance of the work and for decisions on go-live, releases and other business decisions.
C6.3 In practice, the specialists work under the Client’s day-to-day functional direction (product owner, tech lead, project manager or equivalent), with the involvement of a project manager or head of development from Studio Ubique as point of contact.
C6.4 Studio Ubique is not responsible for strategic choices, product decisions, roadmap, commercial results, turnover, conversion or similar business outcomes of the Client.
C6.5 Studio Ubique is only liable for direct damage that is the direct result of an attributable fault of its own specialist, and only insofar as the Client can demonstrate that this fault is not predominantly the result of incorrect or conflicting instructions, insufficient specifications or incorrect steering by the Client.
C6.6 The limitations of liability included in article 13 of the general terms apply in full to hire-a-developer, IT staff augmentation and white-label services.
C7.1 All works, code, designs, documentation and other results produced by a specialist in the context of an assignment for the Client become, after full payment of the relevant invoices, the property of the Client, insofar as they concern components developed specifically for the Client.
C7.2 Studio Ubique retains all rights to generic components, libraries, frameworks, scripts, tools, methods and other building blocks that are not developed exclusively for the Client. Studio Ubique is free to use and reuse these for other clients.
C7.3 For such generic components, the Client receives a non-exclusive, non-transferable licence for use within its own project or organisation, unless agreed otherwise in writing.
C7.4 In white-label engagements, the Client is the agency or reseller with whom Studio Ubique contracts. Studio Ubique has no direct contractual relationship with the Client’s end customer. The Client indemnifies Studio Ubique against all claims by its end customers in relation to the services, results and arrangements the Client has made with those end customers.
C8.1 For the performance of the services, it may be necessary for Studio Ubique’s specialists to gain access to development, test and/or production systems, source code, infrastructure, databases and (personal) data of the Client or its customers.
C8.2 The Client is responsible for granting, managing and revoking user rights, roles and authorisations, as well as for logging, monitoring, back-ups and security policies within its own systems and cloud environments.
C8.3 Studio Ubique ensures that its specialists handle access details carefully and do not share them with unauthorised persons.
C8.4 In principle, specialists work with hardware and regular licences provided by Studio Ubique. If the Client requires specific hardware, software, VPN solutions, licences or other facilities, the Client must provide these itself and bear the associated costs.
C8.5 If a security incident or data breach is suspected or established that is related to work performed by Studio Ubique, Studio Ubique will inform the Client as soon as reasonably possible and provide reasonable assistance in investigation and any notifications. Responsibility for notifications to regulators and data subjects lies with the Client, unless mandatory law provides otherwise.
C8.6 Specialists may use generally accepted development tools, frameworks and AI-assisted coding tools in the performance of their work. Studio Ubique remains responsible for the agreed deliverables as a whole, but is not responsible for defects caused by incorrect or incomplete specifications, instructions or constraints provided by the Client. Article 3.16 further applies to the use of software and AI tools.
C9.1 Insofar as Studio Ubique processes personal data on behalf of the Client in the context of hire-a-developer, IT staff augmentation or white-label services, Studio Ubique acts as processor within the meaning of the GDPR and the Client acts as controller.
C9.2 Studio Ubique will process personal data only on the basis of written instructions from the Client, unless a legal obligation requires Studio Ubique to process such data. In that case, Studio Ubique will inform the Client of that legal requirement before processing, unless that law prohibits such information.
C9.3 Studio Ubique will take appropriate technical and organisational measures to protect personal data against loss or any form of unlawful processing, taking into account the state of the art, the implementation costs and the nature, scope, context and purposes of the processing.
C9.4 Studio Ubique obliges its employees and engaged subcontractors to maintain confidentiality with regard to personal data.
C9.5 Studio Ubique may use sub-processors (including other infrastructure or cloud providers) for the processing of personal data, provided Studio Ubique concludes written agreements with such sub-processors that are in line with this article. Studio Ubique remains responsible to the Client for the acts and omissions of these sub-processors.
C9.6 Studio Ubique will, where reasonably possible and against reimbursement of costs, assist the Client in responding to data subject requests and in carrying out a data protection impact assessment or prior consultation, insofar as these relate to the work of Studio Ubique.
C9.7 In the event of a personal data breach affecting personal data processed by Studio Ubique on behalf of the Client, Studio Ubique will notify the Client without undue delay, providing the information reasonably available to it.
C9.8 After termination of the relevant engagement, Studio Ubique will, at the Client’s choice and within a reasonable period, delete or return the personal data it processes on behalf of the Client, unless storage is required by law.
C10.1 The Client shall not, during the term of the agreement and for a period of twelve (12) months after its termination, employ, contract or otherwise engage, directly or indirectly, any employees, freelancers or other specialists deployed by Studio Ubique, outside of Studio Ubique, unless Studio Ubique has given its prior written consent.
C10.2 If the Client nevertheless hires or engages a specialist deployed by Studio Ubique in breach of this article, the Client owes Studio Ubique an immediately payable fee equal to six (6) times the full monthly fee invoiced for that specialist in the last full month of deployment at the Client.
C10.3 The fee referred to in this article is without prejudice to Studio Ubique’s right to claim additional damages if the actual damage is higher.
C11.1 In white-label engagements, the Client remains fully responsible for communication, contracts, pricing, SLAs and all other obligations toward its own end customers.
C11.2 Studio Ubique provides its services only to the Client and is not bound by any agreements the Client makes with its end customers, unless Studio Ubique has expressly accepted such agreements in writing.
C11.3 The Client indemnifies Studio Ubique against all claims, demands and costs of the Client’s end customers arising from or related to the white-label deployment of Studio Ubique, including but not limited to disputes about scope, planning, functionality, performance, marketing results or commercial outcomes.
C12.1 All services in the context of hire-a-developer, IT staff augmentation and white-label are performed on the basis of a best-efforts obligation. Studio Ubique does not provide guarantees regarding specific results, turnover, profit, conversion, traffic, rankings or other commercial or technical KPIs.
C12.2 The specialists deployed by Studio Ubique carry out their work based on the instructions and priorities set by the Client. Insofar as results fall short due to the Client’s choices, priorities, architecture, constraints or decisions, Studio Ubique is not liable.
C13.1 Where the general terms refer to hourly development work and hourly developers, this also includes hire-a-developer and IT staff augmentation as described in this appendix.
C13.2 In all cases where this appendix does not contain a deviating arrangement, the other articles of the general terms remain fully applicable.
If you have any questions or require further assistance regarding this agreement or any of our services, please don’t hesitate to reach out to us. We are here to help and provide the support you need!
Contact
Not everyone likes to write. Rather talk to someone first? Book a 30 to 45 minute intro call through Calendly. It's free, and by the end you'll know whether a proposal makes sense.
Book a call(opens in a new tab)Tell us what's stuck, what you want to build, or what needs fixing. We usually reply within 1-2 business days.
