Index
1. Definitions
2. Agreement, Offer and Confirmation
3. The Implementation and Modification(s) 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. Rights of Intellectual Property and Property Rights
10. Use and License
11. Prices
12. Fees and Additional Costs
13. Payment Terms
14. Cancellation and Dissolution of the Agreement
15. Guarantees and Indemnities
16. Liability
17. Force Majeure
18. Other Provisions
Updated: 21 July, 2023
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 Netherlands-based company registered 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 future agreements between the Client and Studio Ubique. Regardless of the type of contract, these rules will be upheld – just like the unwavering embrace of a warm family hug.
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, we’ll need to have a little chat about extra costs. Government levies, if applicable, will be outlined in the offer. Please note that these rates may not automatically apply to future projects, except in cases where we adore our clients!
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 sets the agreement in motion. And if you’re thinking about placing an order or giving the go-ahead on a quote via email, just know that our general terms and conditions will automatically spring into action like a ninja.
Note: The digital signature ensures a secure and binding agreement between Studio Ubique and the Client. By digitally signing the quotation, the Client signifies their approval and acceptance of the terms and conditions, thereby initiating the project.
2.4 Transferring Orders
If the Client intends to transfer their order to someone else, prior notification to Studio Ubique is required. No sneaky business here! We’d love to know the details of who we’re working with.
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. Open communication ensures a smooth and transparent process.
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 their offer. Let’s keep it accurate and clear from the start!
2.7 Meeting Deadlines
We take pride in meeting 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. We’ll ensure communication remains open, so the project stays on track.
2.8 Your Commitment
In just 30 days, you’ll be ready to say “I Do” to a fantastic offer! Get ready for an exciting journey together with Studio Ubique.
3. The Implementation and Modification(s) of the Agreement
3.1 Commitment to Excellence
Studio Ubique is dedicated to delivering outstanding results. Think of us as your superhero team, always looking out for your best interests. We’ll keep you informed at every step, ensuring transparency and avoiding surprises.
3.2 Timely Provision of Data and Materials
The Client has a responsibility to provide all necessary data, materials, and information promptly and in an organized manner to enable efficient execution by Studio Ubique.
3.3 Deadline Flexibility
In the event of missing a deadline, 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. Your valued input is essential for moving forward!
3.5 Beyond the Scope
Tests, permits, or legal/quality assessments are not part of Studio Ubique’s responsibilities. We handle our part, so you can sit back and relax.
3.6 Pristine and Virus-Free
Studio Ubique ensures the data, programs, or files received from the Client are secure, virus-free, and handled with utmost care.
3.7 Collaboration and Review
Prior to production and publication, both parties review models, prototypes, or tests to ensure a top-notch outcome. Written confirmation may be required when dealing with third-party companies.
3.8 Communicating Issues
If the Client encounters any issues, kindly inform Studio Ubique within 10 workdays of the order’s completion to address them promptly.
3.9 Open to Modifications
Both parties agree to consider modifications if needed to achieve a successful outcome. We’ll discuss and ensure everything runs smoothly.
3.10 Financial Considerations
Studio Ubique will communicate any potential financial or other impacts if changes to the agreement are necessary. Transparency is key! In case of changes or additions exceeding the agreed budget, Studio Ubique will promptly inform the Client.
3.11 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
As we embark on your project, our experienced team will handle the work while relying on your cooperation to ensure a seamless journey. Let our representatives be your eyes, ensuring all orders run smoothly, so you can rest assured about compensations and risks – we’ve got you covered!
4.2 Budget Planning and Special Offers
We can assist you in planning your budget and even secure great offers on your behalf. It’s all part of our commitment to delivering exceptional service!
4.3 Shared Responsibility
When purchasing goods or services on your behalf, we take on certain risks. In the unfortunate event of any issues, both parties must address and resolve them collaboratively. Quality and quantity must meet our high standards before any handovers to avoid consequences.
4.4 Committed Partnership
We are dedicated to our partnership with you and prioritize safeguarding the success of our collaborative efforts.
4.5 Accountability and Support
While the Client accepts certain risks, we are here to support you every step of the way. If any issues arise due to our actions, we take full responsibility, ensuring that you are well-supported throughout the process.
5. Domain Names and IP Addresses
5.1 Magic in Domain Acquisition
If the Service involves acquiring a domain name or IP address, leave it to us – we’ll work our magic to get you your internet paradise.
5.2 Snazzy Domains and Exclusive IPs
Ready to level up your website with a snazzy domain name and exclusive IP address? Let’s go through the proper channels! Keep in mind, final approval lies with the bigwigs at registration headquarters. We can’t guarantee they’ll share our enthusiasm, but it’s worth a shot!
5.3 Confirmation Matters
With just a few clicks, you can verify whether the Contractor has registered the requested domain name and/or IP address. But, remember to get written confirmation first!
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
If someone else takes the domain name or IP address you wanted, or if there’s a typo in your request, the Contractor won’t be held responsible. Unless, of course, we were being super careless or malicious…
5.6 Accommodating Registration Requests
If the Contractor registers a domain name in their own name on the Client’s behalf, we’ll gladly comply with requests for relocation, transfer, or cancellation.
5.7 Power to Suspend or Cancel
The Contractor has the authority to make domain names and/or IP addresses inaccessible or cancel them if the Client fails to meet contractual obligations. But rest assured, we’ll give a friendly notification first!
5.8 Direct Communication from Registration Bodies
The Client should expect relevant registration or issuing bodies to reach out directly regarding their use of domain names and IP addresses. Conditions for use may change in the future, so keep an eye (or ear) out!
5.9 IP Address Ownership
IP addresses remain the Contractor’s property, but the Client receives the right to use them. Just remember, no funny business trying to claim ownership!
6. Hosting, Virtual Servers, and Related Services
6.1 Pass the Parcel of Services
If our service includes “passing the parcel” with materials like hosting your website, virtual servers, or email services, these rules apply – legal stuff can be fun too!
6.2 Materials Compliance
Please refrain from storing and sharing materials that violate the laws of the land. Let’s keep it positive and friendly here – no defamatory, offensive, steamy, or illegal content allowed!
6.3 Play Fair and Be Nice
Don’t mess with others’ servers or internet vibes. Behave well, or we’ll let you know if you’re misbehaving.
6.4 Legal Drama Free Zone
If any legal issues arise from the materials you store or share, you agree not to drag us into courtroom drama. We prefer comedy over legal thrillers any day!
6.5 Internet Playground Etiquette
Be a good netizen and follow the rules of the internet playground. Check out the cool RFC1855 rulebook (https://ftp.ripe.net/mirrors/rfc/rfc1855.html) for guidelines – it’s the internet’s friendly etiquette guide!
6.6 Keep Passwords Safe
Sharing is caring, except when it comes to usernames and passwords. Keep them to yourself unless we say it’s cool to share with third parties.
6.7 Owning Up to Boo-boos
Apart from legal requirements, you’re responsible for any damages resulting from your actions. Oopsie daisy!
6.8 Permission to Handle Materials
We need permission from you to handle the materials you send through our systems. Don’t worry; we promise to handle them gently, like precious unicorns, and only for the purpose of doing our job.
6.9 No Secrets Shared
Our cool configurations are like secret recipes, and we won’t be sharing them with you. If our friendship ends, those configurations disappear like magic – no refunds on the disappearing act!
6.10 Ringmaster of Your Circus
You’re responsible for your customers and their actions. It’s like being the ringmaster of your own circus.
6.11 Hosting and Server Placement
a. Hotel or Cozy Home You have the choice to host your website on our web server or your own – just like choosing between a hotel or your cozy home.
b. Well-Located Lemonade Stand If you opt for our web server, we’ll provide hosting services for a fee, and your website will be easily accessible – like having a well-located lemonade stand at the beach.
7. Website Hosting, Server Maintenance, and WordPress Website Maintenance
7.1 Late-Night System Tango
If you’ve got an early morning craving for some maintenance, you’re in luck! The Contractor loves dancing with systems and making improvements between 10 pm and 6 am on weekdays. But fear not – they promise to tiptoe quietly when your head hits the pillow 😉 Just remember, any damages from these nocturnal adventures are strictly off-limits for compensation – but hey, at least we gave you the heads up, right?
7.2 Keeping You in the Loop
The Contractor values transparency! They’ll keep you informed about hiccups like malfunctions, maintenance, or temporary snafus that may disrupt the awesome Service. Rest assured, you’ll receive timely updates on when everything will be back up and running smoothly!
7.3 Availability at Its Best
While the Contractor strives for optimal service access, there are no guarantees, unless a special Service Level Agreement says otherwise. So, cross your fingers and make the most of what you’ve got!
7.4 Backups to the Rescue
Rockin’ the backups like a pro! If you want a copy, just give us a shout. Your data’s precious, and we’ll restore any backup copies with no fuss (and maybe even some coins)! But remember, after you bid farewell, we might hit the delete button, so grab that requested backup before you go!
7.5 Rebel Against Updates?
The Contractor’s a real maverick, shunning updates or patches that don’t contribute to their top-notch Service. Talk about a daring approach!
7.6 Preventative Tech Wizards
We won’t let our systems get into sticky situations. If we spot trouble brewing, we’ll swoop in with our tech wizardry and take preventative action like superheroes keeping everything in tip-top shape!
7.7 Hiccup Solutions
Don’t fret over internet hiccups! Let us know, and our tech wizards will work their magic to get you back on track in no time. Just shoot us an email, and we’ll extinguish those pesky fires!
7.8 Downtime Jedi
When downtime strikes, we unleash all our powers – Jedi-like! Finding a quick resolution is our priority, even if it means calling in external help. No unexpected downtime will defeat us!
7.9 Maintenance as Part of the Package
Maintenance is part of the deal, but we promise to give you ample warning before any work. And if something goes awry, don’t worry, we’ve got a third party to share the blame – just like that pesky little brother causing trouble!
7.10 Planned Snooze Time
As long as we stick to the rules, maintenance won’t ruin our day – it’s like getting a permission slip for an unplanned snooze while your systems get spruced up.
7.11 Web Firefighters
We’re always ready to jump into action, extinguishing web disasters like seasoned firefighters. Your digital space is safe in our hands!
7.12 Client’s Hosting Responsibility:
a. Hosting on Your Own Server:
If you choose to host the website on your own server, please note that we won’t be able to provide updates and ongoing maintenance for it. However, if you decide to have the site hosted with us and also opt for maintenance services, we’ll take charge of the configuration, settings, and continuous upkeep of the hosting environment. Think of us as superheroes protecting your online fortress, ensuring top-notch security measures, regular updates, and reliable backups to keep your website in tip-top shape!
b. Limitations of Responsibility:
While we go above and beyond to assist you, it’s essential to understand that we cannot be held responsible for any mishaps or issues that may arise on your web server or hosting environment. Whether it’s security breaches, server failures, data disappearances, or your website feeling under the weather, we don’t possess a magic wand to fix them all. While it may not be our primary area of expertise, we’ll still be there, ready to help where we can, but please be aware that such assistance may come at a cost.
7.13 WordPress Website Maintenance:
If you have a WordPress website maintenance contract with us, rest assured that we’ll take care of all the nitty-gritty details. This includes handling plugin updates, PHP updates, and WordPress updates once a week and per month. Your website will be in safe hands, and you can focus on your core business with peace of mind.
8. Notice & Takedown
8.1 Oh no! If illegal content pops up on a website, app, or system run by the Client or one of their clients, it’s time for some serious action! The Contractor must act swiftly, unplugging any network connections hosting the illegal content or promptly removing it from their own equipment. No time for dilly-dallying around here – we mean business!
8.2 In that situation, the Contractor is basically saying, “Go ahead, pass along this Client’s private deets to the proper authorities!” – and we’ll make sure it’s delivered in a flash.
8.3 When wrongdoing rears its head, the Contractor is ready to gather all the necessary intel and present it to the relevant authorities. We have one directive from above: scoop up every ounce of related data about the Client to assist in resolving the issue.
8.4 The Contractor promises never to let any situation arise where the Client or their customers suffer any kind of damage – whether it’s a crummy service, deleted information, or risking too much personal data lying around!
8.5 The Client promises to protect and save the Contractor from any trouble caused by data traffic or information sent out on a website owned by them or their BFFs (and clients) – ensuring we won’t find ourselves in hot water.
8.6 Listen up: We don’t want to hit the brakes just yet, but if you miss your deadline and fail to settle that invoice on time… well, then the disco lights dim! We’ll have to hit our big red “stop” button harder than disco dancers doin’ The Hustle. And of course, there’s no guarantee against a processor hiccup resulting in showers of confetti instead – so get paying soon or risk a sudden disconnection!
8.7 You better believe it – if you decide to stop using our Services, the jig is up! We can terminate this Agreement in an instant and won’t hesitate to take legal action if necessary.
8.8 It’s not gonna be easy to regain our trust after a pause or termination of Services. Be prepared for a fee that’ll make you dizzy – like going round and round on one of them fairground rides! But hey, it helps cover all our costs, so what can ya do?
9. Rights of Intellectual Property and Property Rights
9.1 Intellectual Property: The Great Ownership Adventure!
a. Brace yourself for this one: Unless we work out a different deal, all those shiny intellectual property rights, like patents, designs, and copyrights, belong to us—the service provider! We’re the masters of creativity, you see. If we need to file or register anything to make it official, only we have the power to do so. It’s like having the keys to the kingdom!
b. Oh, and don’t forget this golden rule: Whenever our work sees the light of day, our name should come along for the ride. It’s like a trademark stamp, proudly declaring, “Yep, we made this magic happen!” Now, we wouldn’t want you to unleash our work into the wild without mentioning us, would we? So, unless we give you the go-ahead, no public disclosure or reproduction without our name attached. Let’s keep things fair and square!
9.2 Forget-Me-Not:
After we complete the assignment, neither you nor we are obliged to hoard the materials and data we used. It’s like saying goodbye to old relics—we’ll let them go and make room for new adventures!
9.3 The Intellectual Property Party: Website or Application Edition!
a. Now here’s the secret sauce: All those amazing custom UX/UI designs and development we whip up for your website or application? They’re our precious babies until you shower us with full payment. Once that’s done, we’ll give you a non-exclusive, non-transferable license to use the materials. It’s like unlocking a treasure chest, but only for the purpose of running your website or application. Can’t have you running off with our brilliance, can we?
b. Ah, the fame and glory! We might just showcase your project materials, including those snazzy UX/UI designs, in our portfolio or use them for promotional purposes. It’s like putting a spotlight on our extraordinary achievements—don’t worry, we’ll make you proud too!
9.4 The Grand Handover: Ta-da!
a. After you shower us with full payment, the website or application project becomes yours. Yes, you heard that right—it’s all yours, including those fabulous custom UX/UI designs and the fully developed website. It’s like adopting a virtual pet—we’ll pass on the ownership papers and watch your project grow into something amazing.
b. But hold your horses! Ownership doesn’t extend to any third-party software, code, or assets we used during development. Those bits and bobs still belong to their respective owners, like celebrity autographs you can’t take home. Fair’s fair, right?
10. Use and License
10.1 The Magical License: Unlocking Design Delights!
Picture this: When you, dear client, fulfill all your obligations under our agreement, something extraordinary happens—you receive an exclusive license to use the design. It’s like getting a VIP pass to the world of disclosure and reproduction, precisely as we agreed upon when we embarked on this creative adventure. But hey, if we forgot to set some ground rules about the purpose, don’t worry! The license is limited to the specific use you had in mind when you assigned the task. Just make sure you’ve clearly expressed those intentions to us before we sealed the deal. We’re not mind readers, you know!
10.2 Now, here’s the deal:
No design escapades beyond our agreement without our written permission. We’re like the guardians of this creative wonderland, ensuring things stay on track. So, no sneaky moves like tweaking, scribbling, or tampering with the preliminary or final design. If you dare to venture into unauthorized territories, we reserve the right to claim compensation. And we’re talking serious business here—three times the agreed fee or a fair and proportionate amount that matches the gravity of the infringement. Don’t mess with our creative kingdom!
10.3 The Expired License Chronicles:
Brace yourself, for when you fail to meet your (payment) obligations or simply break the rules, the magic ends. Yes, we’re talking about your license to use our splendid design. Poof! It vanishes into thin air. Unless, of course, your breach is so tiny in the grand scheme of things that we can let it slide. We’re not heartless overlords, you know. Oh, premature endings! If, for any reason, our creative journey takes an unexpected turn and we have to bid adieu before our time, your license meets a similar fate—gone! But fear not, fairness and reason shall prevail. We won’t let the consequences of such termination be utterly unreasonable or unfair. We’re the knights of justice!
10.4 Freedom and Fame: The Publicity Parade!
a. Here’s a little secret: We, the service provider, have the power to showcase the design for our own publicity and promotion. It’s like a little moment in the spotlight for our creative brilliance. But hey, if you’re not a fan of this grand parade, let’s make it official in writing. We wouldn’t want to steal your thunder!
b. Oh, by the way, if you’re itching to show off our collaborative masterpiece to the world, kindly give us a nod of approval first. Just like asking for permission to take your unicorn for a walk! We want to make sure the world sees the beauty we created together.
11. Prices
11.1 The government sure knows how to take its cut – 21% of your hard-earned cash straight into their pockets! Only for Netherlands-based clients, by the way.
11.2 Don’t worry if you spotted a typo or two on our website – as long as you’re not expecting us to cover the consequences, it’ll be all good! Well… maybe not good – but at least we won’t be liable! Phew.
11.3 Attention, shoppers! Prices are about to go up – but don’t worry, we’ll give you a heads-up 2 months ahead of time. Gusta sure that’s enough advance notice for ya? We’re also throwing in an extra bonus; if the prices decide to drop at any point during the Agreement, there won’t be an exodus outta here because terminations ain’t allowed… so no need to make like a tree and leave 😉
11.4 The Contractor’s got some serious swagger – they can jack up prices by a whopping 5%, and pump the flow rates with an eye-popping 45% each year! But don’t worry, Client; if anything sketchy goes down, you won’t be stuck in this Agreement. There are enough safety nets to make sure your interests are covered (see Paragraph 5).
11.5 The contractor is ready to dial up the price in five key scenarios – if they’re making changes, their energy bill goes up, a law dictates it, or fluctuations outside of their control come into play. And let’s not forget inflation – thankfully that only sneaks in every now and then!
11.6 Get ready to break the rules and go wild because here’s your chance! With this awesome contract, you can max out data traffic, CPU use, memory – all of it per month powered by the Service. Just don’t get too crazy or else oops – extra costs will be charged according to Contractor prices listed in their offer/price list. But hey, no worries if something goes wrong (like exceeding limits) as we’ll handle that with our magical powers within one working day after a notification from the Client is sent…and yes, there may also be some charges associated, so watch not to overspend those resources!
11.7 No good deed goes unpunished! If the Client has caused extra work or costs for the Contractor due to incomplete applications, delayed responses, wrong information, negligence, and duplication of efforts – guess who’s footing the bill? That’s right: The Client.
12. Fees and Additional Costs
12.1 If the Contractor has to work harder, or do something different than expected due to incomplete information, changes in orders (like maybe a missing meatball sub?), they can still get paid – but at their standard rates. So you don’t want your projects delayed by ordering issues? Don’t skimp on those details!
12.2 It pays to know the facts! If any of your clients’ accounts don’t quite match up, you have every right to get an accountant in and make sure everything is shipshape. And if it turns out that more than 2% or €130 differ from what’s on record – hey presto!, the client foots the bill for a bit of good detective work.
12.3 The Contractor will alert you if any changes to the agreement result in a larger price tag than initially planned – no scary surprises!
13. Payment Terms
13.1 Don’t delay your payments – otherwise, you’ll face hefty costs! You have 14 days to pay our invoice, or else interest starts piling up. And remember: if payment is overdue, any fees incurred by the Contractor become YOUR responsibility…including costly legal assistance and even collection agencies (eek!). So make it rain quickly or risk a sky-high fine of at least 10% of the original bill with an extra minimum fee of 40 Euros!
13.2 Web Development Projects and Hourly Developers
a. For web development projects where developers are hired on an hourly basis, the customer is required to make upfront payments for the specified number of hours per month. Upon receipt of payment, the Contractor will commence work and provide regular progress reports to keep the customer informed about the project’s status.
b. Invoices for hourly developer services will be sent no later than 1 week before the start of each new month, ensuring timely payment and a seamless continuation of the project without any delays. Any extra hours from the previous month will be settled in the new invoice.
c. If the customer decides to cancel the assignment during the project, a refund will be issued, minus the hours already spent by the Contractor on the customer’s project. A detailed overview of hours worked will be provided as a specification if requested.
13.3 The Client may not be able to delay paying their bills, but they’ll definitely have to pay a price if they don’t! If payment is late or only partial – ouch! An extra fee of 1.5% per month on the outstanding amount will be applied from when that bill was due…and every single day after it just adds up more and more. Don’t worry though, we won’t break your wallet – unless you leave those invoices unpaid for too long….
13.4 If payment isn’t made within 30 days, the Contractor has permission to pull the plug and disconnect you from their precious network until that dreaded day arrives when your account is back in balance. So don’t delay – pay within the 14 days!
13.5 Uh oh! If you don’t keep up with your payment obligations, not only are you liable for any costs incurred in the collection process – judicial or otherwise (that means bailiffs!), but internet access will be cut off until things get squared away. So remember to pay on time and stay connected!
13.6 If money’s tight and your pockets are light, then it won’t be too swell – the Contractor reserves their right to say goodbye without any compensation due or payment for restitution. So if you’re headed for troubling times like debt restructuring or bankruptcy in sight, just know that all of our agreements together will no longer be alright!
13.7 The Client is happy to let the Contractor take care of all their bills – from now on, it’s digital!
14. Cancellation and Termination of the Agreement
14.1 When the Client decides to part ways with the agreement, there will be a final charge to take care of, along with any expenses incurred during their time together. Make sure you get your money’s worth!
14.2 If the Client causes trouble for their Contractor through negligence or mistakes, they’ll not only cover the damages but also pay a reasonable compensation for any inconvenience caused in getting things back on track. Let’s keep it smooth sailing!
14.3 Sometimes breakups happen due to financial challenges, like bankruptcy. If the Client faces such difficulties, the Contractor reserves all rights to terminate the agreement – unless it would be too harsh under the circumstances.
14.4 In case the Client initiates the split due to any shortcomings in delivering promised services, payments for services already rendered must still be settled promptly. Any amounts billed during the execution of the agreement must be taken care of. No escaping the commitments!
14.5 Looking for something long-term? Consider a never-ending agreement for your repetitive activities! But if you want an exit, just give three months’ written notice, and we can gracefully part ways. We value transparency and respect your choices!
15. Guarantees and Indemnities
15.1 The Contractor assures that everything they provide is entirely unique, and you won’t find a design like it anywhere else! Furthermore, if there are any copyrights on the designs, their authorship is secure, ensuring your ownership of the work remains protected.
15.2 The Client promises to ensure that the Contractor and their team can work without any hindrance, and they won’t hold the Contractor liable for any grievances from third parties related to the application or use of the ordered services. Proceed with confidence!
15.3 The Client has the Contractor’s back covered – they’ll indemnify the Contractor from any issues arising from intellectual property rights related to materials or data provided by the Client. Rest assured, this project will run as smoothly as possible!
15.4 Prepayment Refund Policy:
In the case of a customer withdrawing an assignment, a refund will be issued, minus the work already completed in terms of hours by the Contractor. A detailed breakdown of the hours worked will be provided as a specification if requested.
16. Liability
16.1 The Contractor shall not be held liable for any errors, mistakes, or issues arising from the material provided by the Client. They won’t take responsibility for mix-ups, mishaps, or confusion resulting from incomplete, inaccurate, or unclear data/materials supplied by the Client. Additionally, the Contractor won’t be held liable for any third-party services or suppliers chosen by the Client. If the estimates from suppliers turn out to be incorrect or subpar, the Contractor won’t accept any blame. Even if the Client approves or declines certain elements, the Contractor won’t be liable for any resulting issues. The Contractor cannot guarantee open-source software that falls outside their control.
16.2 The Contractor may be responsible for direct damages, but not for indirect damages. This means they won’t cover costs related to defective performance compliance, mutilated or lost data or materials, or business interruptions. However, the Client can take preventive measures to limit damages, and the Contractor may verify the effectiveness of such measures. This provides an added layer of assurance for both parties.
16.3 Unless there’s intent or deliberate recklessness on the Contractor’s part (excluding subordinates), their liability for damage caused to the Client will be limited. It won’t be a fun math problem, though—limited to the amount of the invoice related to that specific part of the order. If the Contractor engages third parties, the costs cannot exceed €45,000 and will be subject to their insurer’s limits.
16.4 The liability period is akin to a birthday cake—it lasts for one year and then disappears! After one year from the completion of the order, the liability comes to an end.
16.5 The Client must keep all materials and data safe until the order is fulfilled. If they lose any crucial documents, the Contractor won’t be able to assist if something goes awry. Protect those precious files like your best friend!
16.6 While Studio Ubique aims for ninja-like precision, they cannot be held accountable for snafus caused by third-party telecom systems. These systems are beyond their control, and their performance cannot be guaranteed.
16.7 The Client must safeguard their account information. If any unauthorized access occurs, the Client will be responsible for the consequences. If anything seems suspicious, the Client must inform the Contractor promptly to mitigate potential risks.
16.8 The Contractor reserves the right to reject usernames that they deem unfit for the Service. If a chosen username infringes on existing trademarks or rights, the Contractor may request a change to avoid any legal issues.
16.9 In the event of the Contractor’s mistakes, the maximum compensation for the Client is limited to a thousand euros and a three-month period. While the Contractor takes responsibility for errors, the Client’s compensation is capped at this amount.
16.10 The Contractor covers physical damage and related costs resulting from their mistakes. They may conduct investigative work to identify the cause of the issue.
16.11 If things don’t go as planned, the Contractor won’t be responsible for any missed earnings or data destruction. They won’t be involved in any issues that arise after completion of the project.
17. Force Majeure
17.1 Life can throw unexpected and uncontrollable events our way, making it impossible to uphold our commitments. When these wild and unpredictable circumstances arise, we want you to be aware that our ability to deliver may be impacted.
17.2 If we face unforeseen events such as an ill employee, power outage, government shutdown, or natural disaster—things beyond our control—we may have no choice but to accept the situation and its consequences.
17.3 In the event that these uncontrollable circumstances persist for more than three days, both parties have the option to terminate the agreement without any hard feelings or obligations. Sometimes, parting ways is the best course of action.
17.4 Despite the chaos, we’ll do our best to keep you informed and may still find ways to assist you. It’s like receiving a surprise gift—whether it turns out to be great or not depends on the situation’s unique challenges and opportunities.
18. Additional
18.1 Transferring your rights under this agreement? That’s not something we can allow, unless you plan to transfer your entire enterprise along with it!
18.2 Your secrets are safe with us! Confidentiality is paramount, and all parties involved in this project are sworn to secrecy.
18.3 The headings throughout this agreement are meant for clarity and ease of reading. No changes necessary!
18.4 Should any disputes arise, Dutch law will govern this agreement, and any legal matters will be settled in the court located in our district, Zwolle, Overijssel.
18.5 We offer three free revisions for each design or page, giving you peace of mind. However, if you require more than that, additional revisions will incur a cost.
18.6 While we’ll put in our best effort to work with the content you provide, once it’s in the Content Management System (CMS), any subsequent changes become your responsibility. Keep in mind that adding new content beyond the initial agreement may come with additional charges.
18.7 We are committed to meeting your deadlines, but we need your cooperation too! In instances where we require feedback or input from you, any delays resulting from unresponsiveness cannot be attributed to us. If we don’t receive a response from you for 14 days, we may have to adjust the deadline and bill you for the work completed up to that point.
18.8 Please be aware that specific services, such as SEO and marketing-related work or campaigns, server maintenance, plugin purchases, hosting, and domain name-related services, require a notice period of one month prior to the extension date for any changes or cancellations.
18.9 Notice Period for Web Hosting and Maintenance Services:
For Web Hosting and Maintenance services, the notice period for cancellation is 30 days before the renewal date. Customers are required to inform the Contractor in writing within this timeframe if they wish to terminate these services.
Should you have any questions or need further assistance related to this agreement or any of our services, please feel free to contact us at hello@studioubique.com. We are here to help and provide the support you need!