Dutch version

 

Index

1. Definitions
2. Agreement, Offer, and Confirmation
3. Implementation and Modifications of the Agreement
4. Enabling Third Parties
5. Domain Names and IP Addresses
6. Hosting, Virtual Servers, and Related Services
7. Maintenance and Availability of the Service
8. Notice & Takedown
9. Intellectual Property Rights and Property Rights
10. Use and License
11. Prices
12. Fees and Additional Costs
13. Payment Terms
14. Cancellation and Termination of the Agreement
15. Guarantees and Indemnities
16. Liability
17. Force Majeure
18. Additional Provisions


Updated: July 23, 2024



1. Definitions

These General Terms and Conditions use the following definitions, unless explicitly stated otherwise.

1.1 “Studio Ubique” (Contractor): Refers to Studio Ubique, a company registered in Zwolle, the Netherlands with the Chamber of Commerce under registration number 82942595.
1.2 “Client”: Refers to the party that enters into an agreement with Studio Ubique for the provision of design, development, branding, or growth services.
1.3 “Order”: Refers to the specific activity or activities to be performed for the Client, as specified in the Agreement or its appendices.
1.4 “Agreement”: Refers to the written service agreement between Studio Ubique and the Client, documented in a formal quote, proposal, or email.
1.5 “User”: Refers to any individual or entity who uses the materials, designs, or digital assets provided by the Client or Studio Ubique, including but not limited to employees, contractors, or third-party representatives.
1.6 “Service”: Refers to the design, development, branding, or growth services provided by Studio Ubique, as outlined in the Agreement.
1.7 “Space”: Refers to the physical or digital space described within the Agreement or its appendices, where design, development, or branding services are intended to be utilized.
1.8 “Month”: Refers to a calendar month, commencing from the first day of the month and ending on the last day of the same month.
1.9 “Deliverables”: Refers to the final products, designs, or digital assets provided by Studio Ubique to the Client as part of the completed Service.
1.10 “Confidential Information”: Refers to any non-public or proprietary information disclosed by one party to the other during the course of the Agreement, including but not limited to trade secrets, proprietary data, or client-specific details.


2. Agreement, Offer, and Confirmation

2.1 Applicability of Conditions
These terms and conditions apply to all agreements between the Client and Studio Ubique. Regardless of the type of contract, these rules will be upheld.
2.2 Validity of Offers
Our offers are valid for 30 days unless otherwise specified. Any changes requested by the Client may alter the original offer, and additional costs may apply. Government levies, if applicable, will be outlined in the offer. These rates may not automatically apply to future projects.
2.3 Digital Signatures and Confirmations
To proceed with the order, the Client must provide a digital signature by approving the quotation sent from our Moneybird bookkeeping system. This digital signature serves as the formal confirmation of the order and accepting our terms and sets the agreement in motion. By selecting optional services such as Web Hosting, Domain Name, Maintenance, and Email in the Cloud, you agree also to a one-year commitment for these services. These services will automatically renew annually unless canceled in writing with at least one month’s notice prior to the renewal date.
2.4 Transferring Orders
If the Client intends to transfer their order to someone else, prior notification to Studio Ubique is required.
2.5 Flexibility of Prices
Each quote is customized to suit the Client’s specific needs. However, any significant changes during the project may lead to adjustments in the quoted price.
2.6 Error in Offer
Studio Ubique is not responsible for conditions, services, or products if the Client can reasonably discern an obvious error in the offer.
2.7 Meeting Deadlines
We strive to meet deadlines, but timely feedback and input from the Client are essential. If feedback extends beyond two weeks (14 days), the project timeline may be impacted.
2.8 Your Commitment
The Client is expected to confirm the offer within 30 days to proceed with the project.

3. The Implementation and Modification(s) of the Agreement

3.1 Commitment to Excellence
Studio Ubique is dedicated to delivering outstanding results. We will keep the Client informed at every step, ensuring transparency and avoiding surprises.
3.2 Timely Provision of Data and Materials
The Client is responsible for providing all necessary data, materials, and information promptly and in an organized manner.
3.3 Deadline Flexibility
If a deadline is missed, the Client must notify Studio Ubique in writing to discuss and possibly reschedule the timeline.
3.4 Sequential Progression
Studio Ubique will proceed to subsequent project phases only after receiving approval from the Client on completed tasks.
3.5 Scope of Responsibility
Tests, permits, or legal/quality assessments are not part of Studio Ubique’s responsibilities.
3.6 Data Security
Studio Ubique ensures the data, programs, or files received from the Client are secure and virus-free.
3.7 Collaboration and Review
Both parties will review models, prototypes, or tests to ensure a top-notch outcome. Written confirmation may be required when dealing with third-party companies.
3.8 Addressing Issues
If the Client encounters any issues, they must inform Studio Ubique within 10 workdays of the order’s completion.
3.9 Modifications
Both parties agree to consider modifications if needed to achieve a successful outcome. Studio Ubique will communicate any potential financial or other impacts if changes to the agreement are necessary.
3.10 Contractor Accountability
Studio Ubique will not charge extra fees to the Client if changes are required due to our own circumstances.


4. Enabling Third Parties

4.1 Team Collaboration
Our experienced team will handle the work while relying on the Client’s cooperation to ensure a seamless journey.
4.2 Budget Planning and Special Offers
We can assist in planning the budget and securing great offers on the Client’s behalf.
4.3 Shared Responsibility
When purchasing goods or services on the Client’s behalf, we take on certain risks. Both parties must address and resolve any issues collaboratively.
4.4 Committed Partnership
We prioritize safeguarding the success of our collaborative efforts.
4.5 Accountability and Support
While the Client accepts certain risks, we are here to support them every step of the way.


5. Domain Names and IP Addresses

5.1 Domain Acquisition
If the Service involves acquiring a domain name or IP address, we will handle the process.
5.2 Domain Approval
Final approval for domain names and IP addresses lies with the registration authorities.
5.3 Confirmation
The Client can verify whether the Contractor has registered the requested domain name and/or IP address with written confirmation.
5.4 Client Responsibility
The Client is responsible for any damage resulting from their use (or misuse) of a domain name and/or IP address.
5.5 No Guarantees
The Contractor is not responsible for unavailability or typographical errors related to domain names or IP addresses.
5.6 Registration Requests
The Contractor will comply with requests for relocation, transfer, or cancellation of a domain name registered on the Client’s behalf.
5.7 Suspension or Cancellation
The Contractor may make domain names and/or IP addresses inaccessible or cancel them if the Client fails to meet contractual obligations, with prior notification.
5.8 Direct Communication
The Client should expect relevant registration bodies to communicate directly regarding their use of domain names and IP addresses.
5.9 IP Address Ownership
IP addresses remain the Contractor’s property, but the Client receives the right to use them.


6. Hosting, Virtual Servers, and Related Services

6.1 Service Compliance
Hosting, virtual servers, and related services must comply with applicable laws.
6.2 Content Restrictions
Materials stored and shared must not violate laws or be defamatory, offensive, or illegal.
6.3 Fair Use
The Client must use services fairly and responsibly.
6.4 Legal Issues
The Client agrees not to involve the Contractor in legal issues arising from stored or shared materials.
6.5 Internet Etiquette
The Client should follow internet etiquette guidelines, such as RFC1855.
6.6 Password Security
Usernames and passwords must be kept secure and only shared with third parties if permitted.
6.7 Liability for Damages
The Client is responsible for damages resulting from their actions.
6.8 Permission to Handle Materials
The Contractor needs permission to handle materials sent through their systems.
6.9 Configuration Ownership
Configurations are proprietary and will not be shared with the Client.
6.10 Client Responsibility
The Client is responsible for their customers and their actions.
6.11 Hosting Options
a. Hosting on Contractor’s Server: The Contractor provides hosting services for a fee.
b. Hosting on Client’s Server: The Contractor cannot provide updates and maintenance for the Client-hosted website.


7. Maintenance and Availability of the Service

7.1 Maintenance Hours
Maintenance is performed between 10 pm and 6 am on weekdays. Damages from maintenance activities are not compensated.
7.2 Communication
The Contractor will inform the Client of malfunctions, maintenance, or temporary disruptions.
7.3 Service Availability
The Contractor strives for optimal service access but does not guarantee it unless specified in a Service Level Agreement.
7.4 Backup Copies
The Contractor can provide backup copies upon request. The Client should request backups before termination.
7.5 Updates and Patches
The Contractor applies updates or patches that contribute to the service.
7.6 Preventative Actions
The Contractor takes preventative action to maintain system performance.
7.7 Issue Resolution
The Contractor will work to resolve internet-related issues reported by the Client.
7.8 Downtime
The Contractor prioritizes resolving downtime and may involve external help if necessary.
7.9 Maintenance Notification
Maintenance is part of the service, and the Contractor will provide ample notice.
7.10 Planned Maintenance
Maintenance follows agreed rules, minimizing disruptions.
7.11 Web Disaster Response
The Contractor is ready to address web-related issues promptly.
7.12 Client’s Hosting Responsibility
a. Hosting on Client’s Server: No updates and maintenance provided by the Contractor.
b. Limitations of Responsibility: The Contractor is not liable for issues on the Client’s server.
7.13 WordPress Website Maintenance
For WordPress maintenance contracts, the Contractor handles updates for plugins, PHP, and WordPress weekly and monthly.


8. Notice & Takedown

8.1 Illegal Content
The Contractor must act swiftly to remove illegal content hosted by the Client.
8.2 Authority Notification
The Contractor may disclose the Client’s information to authorities if illegal content is found.
8.3 Data Gathering
The Contractor will gather necessary information and present it to authorities if required.
8.4 Damage Prevention
The Contractor will prevent any situation causing damage to the Client or their customers.
8.5 Client Indemnification
The Client indemnifies the Contractor from issues arising from data traffic or information sent on their website.
8.6 Invoice Payment
If the Client fails to settle an invoice on time, the Contractor may suspend services.
8.7 Service Termination
The Contractor can terminate services if the Client stops using them.
8.8 Reinstatement Fee
A fee may apply to reinstate services after suspension or termination.


9. Intellectual Property Rights and Property Rights

9.1 Intellectual Property Ownership
a. Unless otherwise agreed, all intellectual property rights belong to the Contractor. Only the Contractor can file or register these rights.
b. The Contractor’s name must accompany any public disclosure or reproduction of their work.
9.2 Material Retention
After completing the assignment, neither party is obliged to retain the materials and data used.
9.3 Website or Application Intellectual Property
a. Custom UX/UI designs and development are owned by the Contractor until full payment is made. The Client receives a non-exclusive, non-transferable license to use the materials for the agreed purpose.
b. The Contractor may showcase the project in their portfolio or for promotional purposes.
9.4 Handover
a. Upon full payment, ownership of the website or application project transfers to the Client.
b. Ownership does not extend to third-party software, code, or assets used during development.


10. Use and License

10.1 Exclusive License
Upon fulfilling all obligations, the Client receives an exclusive license to use the design for the agreed purpose.
10.2 Unauthorized Use
No design modifications or unauthorized use without written permission from the Contractor. Compensation may be claimed for unauthorized use.
10.3 Expired License
The license to use the design expires if the Client fails to meet obligations or breaches the agreement.
10.4 Publicity Rights
a. The Contractor may showcase the design for their own publicity and promotion.
b. The Client must seek approval before publicly displaying the collaborative work.

 
11. Prices

11.1 VAT
21% VAT applies to Netherlands-based clients.
11.2 Typographical Errors
The Contractor is not liable for consequences of typographical errors on the website.
11.3 Price Adjustments
Price increases are notified 2 months in advance. Price decreases do not allow for termination of the agreement.
11.4 Annual Price Increase
The Contractor may increase prices by up to 5% and flow rates by up to 45% annually.
11.5 Price Adjustment Scenarios
Prices may be adjusted due to changes, energy costs, legal requirements, external fluctuations, or inflation.
11.6 Resource Limits
Exceeding data traffic, CPU use, or memory limits may incur additional costs.
11.7 Additional Work Costs
The Client is responsible for additional work or costs caused by incomplete applications, delayed responses, or incorrect information.

 

12. Fees and Additional Costs

12.1 Additional Work Fees
The Contractor may charge for additional work due to incomplete information or changes in orders.
12.2 Account Verification
If account discrepancies exceed 2% or €130, the Client covers the cost of verification.
12.3 Agreement Changes
The Contractor will inform the Client of any cost increases due to changes in the agreement.

13. Payment Terms

13.1 Payment Deadlines
Invoices must be paid within 14 days. Late payments incur interest and additional fees.
13.2 Web Development Projects and Hourly Developers
a. Upfront payments for hourly web development projects are required. Regular progress reports will be provided.
b. Invoices for hourly services are sent 1 week before each new month. Extra hours from the previous month will be settled in the new invoice.
c. Refunds for canceled assignments will be issued minus the hours already spent on the project.
13.3 Late Payment Fees
Late payments incur a fee of 1.5% per month on the outstanding amount.
13.4 Disconnection for Non-Payment
If payment is not made within 30 days, the Contractor may disconnect services.
13.5 Collection Costs
The Client is responsible for collection costs if they fail to meet payment obligations.
13.6 Termination for Financial Issues
The Contractor may terminate agreements if the Client faces financial challenges like bankruptcy.
13.7 Digital Billing
The Client agrees to receive digital invoices from the Contractor.


14. Cancellation and Termination of the Agreement

14.1 Final Charge
Upon cancellation, the Client is responsible for a final charge and any incurred expenses.
14.2 Compensation for Negligence
The Client compensates the Contractor for damages caused by negligence or mistakes.
14.3 Termination for Financial Challenges
The Contractor may terminate the agreement if the Client faces financial difficulties.
14.4 Payment for Services Rendered
Payments for services already rendered must be settled promptly upon termination.
14.5 Long-Term Agreement
For long-term agreements, a three-month written notice is required for termination.

 

15. Guarantees and Indemnities

15.1 Unique Designs
The Contractor guarantees the uniqueness of their designs and secures any copyrights.
15.2 Client Cooperation
The Client ensures the Contractor can work without hindrance and indemnifies them from third-party grievances.
15.3 Intellectual Property Indemnity
The Client indemnifies the Contractor from issues arising from intellectual property rights related to provided materials or data.
15.4 Prepayment Refund Policy
Refunds for withdrawn assignments will be issued minus the work already completed.


16. Liability

16.1 Material Provided by Client
The Contractor is not liable for errors or issues arising from material provided by the Client.
16.2 Direct vs. Indirect Damages
The Contractor may be responsible for direct damages but not for indirect damages.
16.3 Liability Limitations
The Contractor’s liability for damage caused to the Client is limited to the amount of the invoice related to the specific part of the order.
16.4 Liability Period
Liability lasts for one year from the completion of the order.
16.5 Material Safety
The Client must keep all materials and data safe until the order is fulfilled.
16.6 Third-Party Telecom Systems
The Contractor is not accountable for issues caused by third-party telecom systems.
16.7 Account Security
The Client is responsible for safeguarding their account information.
16.8 Username Approval
The Contractor reserves the right to reject unsuitable usernames.
16.9 Compensation Limit
The maximum compensation for mistakes is limited to a thousand euros and a three-month period.
16.10 Physical Damage
The Contractor covers physical damage resulting from their mistakes.
16.11 Post-Completion Issues
The Contractor is not responsible for issues arising after project completion.

17. Force Majeure

17.1 Uncontrollable Events
Uncontrollable events may impact the Contractor’s ability to deliver.
17.2 Acceptance of Circumstances
The Contractor may have to accept the consequences of uncontrollable events.
17.3 Termination Option
If uncontrollable circumstances persist for more than three days, both parties may terminate the agreement.
17.4 Continued Assistance
The Contractor will strive to keep the Client informed and may still find ways to assist.


18. Additional Provisions

18.1 Transfer of Rights
Rights under this agreement cannot be transferred without transferring the entire enterprise.
18.2 Confidentiality
Confidentiality is paramount, and all parties are sworn to secrecy.
18.3 Headings
Headings are for clarity and ease of reading.
18.4 Governing Law
Dutch law governs this agreement, and legal matters are settled in the court located in Zwolle, Overijssel.
18.5 Revision Rounds
Three revision rounds per design/page are included. Additional changes beyond the allocated rounds will incur extra charges.
18.6 Content Management
The Client is responsible for content changes in the Content Management System after initial input.
18.7 Cooperation and Deadlines
Client cooperation is essential for meeting deadlines. Delays due to unresponsiveness may result in adjusted deadlines and billing for completed work.
18.8 Notice Period for Specific Services
A one-month notice period is required for changes or cancellations of SEO, marketing, server maintenance, plugin purchases, hosting, and domain name-related services.
18.9 Web Hosting and Maintenance Services
For Web Hosting and Maintenance services, a 30-day notice period before the renewal date is required for cancellation.

 

Should you have any questions or need further assistance related to this agreement or any of our services, please contact us at hello[at]studioubique.com. We are here to help and provide the support you need!

Our reputation

Studio Ubique stands as your esteemed global partner in design and development, celebrated for its innovation and excellence.