Terms and conditions

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: October 1, 2024

1. Definitions

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. These terms shall prevail over any of the Client’s terms and conditions unless otherwise expressly agreed in writing.
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 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 acceptance of our terms, setting the agreement in motion.
For specific terms regarding services such as Domain Name Registration, Web Hosting, VPS Hosting, Service Level Agreements (SLA), or Maintenance and Updates, please refer to Article 6.
2.4 Transferring Orders: If the Client intends to transfer their order to another party, prior written 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 shall not be liable for conditions, services, or products if the Client can reasonably discern an obvious error in the offer.
2.7 Meeting Deadlines: Studio Ubique strives to meet deadlines, but timely feedback and input from the Client are essential. If feedback extends beyond fourteen (14) days, the project timeline may be impacted, and any additional work may incur extra charges.
2.8 Client’s 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 and will keep the Client informed at every step.
3.2 Timely Provision of Data and Materials: The Client is responsible for providing all necessary data, materials, and information promptly.
3.3 Deadline Flexibility: In the event that a deadline is missed, the Client must notify Studio Ubique in writing to discuss and reschedule the timeline as needed.
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: Studio Ubique is not responsible for tests, permits, or legal/quality assessments unless specifically agreed in the Agreement.
3.6 Data Security: Studio Ubique will ensure the security of data, programs, or files received from the Client, but cannot guarantee against all possible security breaches.
3.7 Collaboration and Review: Both parties will review prototypes or tests to ensure the quality of the final product.
3.8 Addressing Issues: The Client must inform Studio Ubique of any issues within ten (10) working days of project completion.
3.9 Modifications: Both parties agree to consider modifications if necessary. Studio Ubique will communicate any financial or other impacts if changes to the Agreement are required.
3.10 Contractor Accountability: Studio Ubique will not charge additional fees for changes required due to its own errors or omissions.
3.11 Revision Rounds: The quotation includes three (3) revision rounds per design/page during the design phase. Any changes beyond these allocated rounds will incur additional charges at the rates specified.
3.12 Content Management: The Client is responsible for any content changes made in the Content Management System (CMS) after the initial setup has been completed by Studio Ubique.
3.13 Cooperation and Deadlines: The Client’s cooperation is essential to meet agreed-upon deadlines. Delays due to unresponsiveness or lack of feedback from the Client may result in adjusted deadlines and charges for completed work.

4. Enabling Third Parties

4.1 Team Collaboration: Studio Ubique may engage third parties in the performance of the Services but shall remain responsible for the results.
4.2 Budget Planning and Special Offers: Studio Ubique may assist the Client in budget planning or securing third-party services as part of the project, subject to the Client’s approval.
4.3 Shared Responsibility: When purchasing goods or services on behalf of the Client, both parties must collaborate to address and resolve any issues that arise.
4.4 Committed Partnership: Studio Ubique is committed to safeguarding the success of the collaborative effort.
4.5 Accountability and Support: While the Client accepts certain risks, Studio Ubique will support them at every step.

5. Domain Names and IP Addresses

5.1 Domain Acquisition: If the service involves acquiring a domain name or IP address, Studio Ubique will handle the process. Final approval for domain names and IP addresses lies with the relevant registration authorities.
5.2 Domain Confirmation: The Client may verify whether Studio Ubique has successfully registered the requested domain name and/or IP address.
5.3 Domain Names:
Upon renewal, the standard rate will apply. The registration period is for one (1) year.
a. With our discount offer: The commitment period is two (2) years, with annual payment, and the contract may be terminated after two (2) years with a thirty (30)-day notice period prior to the renewal date.
b. Without the offer: The commitment period is one (1) year, with annual payment, and the contract may be terminated monthly after one (1) year with a thirty (30)-day notice period prior to the renewal date.
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.

6. Hosting, Virtual Servers, and Related Services

6.1 Service Compliance: Hosting, virtual servers, and related services must comply with applicable laws.
6.2 Shared Web Hosting:
a. Estimating the server quota required for your website prior to its completion may be challenging. If it becomes apparent during or after the development process that your website requires more or less server quota, Studio Ubique will adjust the quota and pricing accordingly.
b. After the initial period, standard rates will apply upon renewal.
a. With our discounted offer: The commitment period is two (2) years, with annual payment, and the contract may be terminated monthly after two (2) years with a one (1)-month notice period.
b. Without the offer: The commitment period is one (1) year, with annual payment, and the contract may be terminated monthly after one (1) year with a one (1)-month notice period.
6.3 Managed VPS Hosting: Prices listed do not cover the cost of weekly maintenance and updates. By signing up for a VPS Server plan, the Client commits to a one (1)-year contract. After the first year, the plan will automatically renew on a monthly basis, with a one (1)-month notice period required for cancellation. Payment can be made either monthly or annually.
6.4 Maintenance & Updates:
After the initial period, standard rates will apply upon renewal.
a. With our discounted offer: The commitment period is two (2) years, with annual payment, and the contract may be terminated monthly after two (2) years with a one (1)-month notice period.
b. Without the offer: The commitment period is one (1) year, with annual payment, and the contract may be terminated monthly after one (1) year with a one (1)-month notice period.
6.5 Service Level Agreement (SLA):
Payment may be made annually or monthly, with renewal at the standard rate.
a. The duration of the SLA is one (1) year and may be canceled monthly after the first year with a one (1)-month notice period.
b. Service availability is limited to working days and hours within the Central European Summer Time (CEST) time zone.

7. Maintenance and Availability of the Service

7.1 Maintenance Hours: Maintenance is performed between 10 pm and 6 am on weekdays unless otherwise agreed. Any damages resulting from maintenance activities are not subject to compensation.
7.2 Service Availability: Studio Ubique strives for optimal service availability but does not guarantee uninterrupted access unless specified in a Service Level Agreement.
7.3 Backup Copies: Studio Ubique will provide backup copies upon request. It is the responsibility of the Client to request backups prior to the termination of services.
7.4 Updates and Patches: Studio Ubique may apply updates, patches, or other adjustments that enhance the performance of the service.
7.5 Downtime: In the event of downtime, Studio Ubique will prioritize the resolution of the issue and may involve external resources if necessary.
7.6 Preventative Actions: Studio Ubique will take preventative actions to maintain system performance and prevent service interruptions.
7.7 Issue Resolution: Studio Ubique will endeavor to resolve any internet-related issues reported by the Client, but it cannot be held liable for issues caused by third-party services or external factors.
7.8 Downtime: In cases of service disruptions, Studio Ubique will promptly work to restore services and will involve external parties when necessary to resolve the issue efficiently.
7.9 Maintenance Notification: Studio Ubique will notify the Client in advance of planned maintenance activities that may cause service interruptions, allowing for reasonable time to prepare.
7.10 Planned Maintenance: Maintenance will be carried out in accordance with pre-established rules and schedules in order to minimize disruptions to the Client’s service.
7.11 Web Disaster Response: Studio Ubique is prepared to respond to critical web-related issues and will take immediate steps to mitigate any potential damages or disruptions.
7.12 Client’s Hosting Responsibility:
a. Hosting on Client’s Server: When the Client chooses to host the website on their own server, Studio Ubique is not responsible for the maintenance or updates of the website.
b. Limitations of Responsibility: Studio Ubique shall not be held liable for issues or failures arising from the Client’s hosting environment.
7.13 WordPress Website Maintenance: For Clients with WordPress maintenance contracts, Studio Ubique will handle updates for plugins, PHP, and WordPress core files on a weekly and monthly basis, as agreed in the maintenance plan.

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 pertaining to designs, development, or any other deliverables remain the property of Studio Ubique until full payment has been made.
b. The Contractor’s name must accompany any public disclosure or reproduction of their work unless otherwise agreed upon in writing.
9.2 Material Retention: After the completion of the assignment, neither party is required to retain any materials and data used in the project unless specifically agreed upon in the contract.
9.3 Website or Application Intellectual Property:
a. Custom UX/UI designs and development, including software, code, and other project-specific materials, are owned by Studio Ubique until full payment is made. Once payment is complete, ownership of the website or application project is automatically transferred to the Client.
b. Ownership does not extend to third-party software, code, or assets used during development that are licensed separately.
c. Studio Ubique reserves the right to showcase the project in its portfolio or for promotional purposes.
9.4 Handover: Upon full payment, ownership of the deliverables, such as the website or application, is transferred to the Client. However, any third-party components or licenses remain subject to their respective terms and are not transferred to the Client.

10. Use and License

10.1 Exclusive License: Upon fulfilling all obligations under the Agreement, including payment, the Client receives an exclusive license to use the design, software, or other deliverables for the agreed purpose.
10.2 Unauthorized Use: The Client is prohibited from modifying, distributing, or publicly using the materials beyond the scope of the agreed purpose without written permission from Studio Ubique. Any unauthorized use may result in compensation claims or penalties.
10.3 Expired License: If the Client fails to meet its obligations or breaches the terms of the Agreement, the license to use any designs or materials may expire, and Studio Ubique reserves the right to revoke the Client’s usage rights.
10.4 Publicity Rights: Studio Ubique reserves the right to showcase the design, development, or project work for their own promotional purposes, unless otherwise explicitly agreed with the Client.

11. Prices

11.1 VAT: All prices are exclusive of VAT (21% for Netherlands-based Clients) unless explicitly stated otherwise.
11.2 Typographical Errors: Studio Ubique shall not be liable for the consequences of typographical or pricing errors on its website or in any quotations.
11.3 Price Adjustments: Price adjustments may occur. Studio Ubique will notify the Client two (2) months in advance of any price increases. Price decreases do not entitle the Client to cancel the Agreement.
11.4 Annual Price Increase: Studio Ubique reserves the right to increase prices annually by up to 5%, with potential flow rate adjustments of up to 45%.
11.5 Price Adjustment Scenarios: Prices may be adjusted in the event of changes in market conditions, energy costs, legal requirements, external fluctuations, or inflation.
11.6 Resource Limits: The Client is responsible for any additional costs arising from exceeding the agreed-upon data traffic, CPU usage, or memory limits in hosting or server agreements.
11.7 Additional Work Costs: The Client will bear the cost of any additional work or delays caused by incomplete applications, late responses, or incorrect information.

12. Fees and Additional Costs

12.1 Additional Work Fees: Studio Ubique may charge for additional work that arises due to incomplete information or scope changes requested by the Client during the project.
12.2 Account Verification: If account discrepancies exceed 2% or €130, the Client will be responsible for the cost of verification.
12.3 Agreement Changes: Studio Ubique will inform the Client of any cost increases resulting from changes in the Agreement or project scope.

13. Payment Terms

13.1 Payment Deadlines: Invoices must be paid within fourteen (14) days. Failure to meet this deadline may result in interest charges and additional fees.
13.2 Web Development Projects and Hourly Developers:
a. For hourly (web) development projects, upfront payments are required. Progress reports will be provided at regular intervals.
b. Invoices for hourly services are sent at least one (1) week before the beginning of each new month. Extra hours worked in the previous month will be reflected in the subsequent invoice.
c. Refunds for canceled assignments will be issued, minus any hours already spent on the project.
13.3 Late Payment Fees: Late payments will incur a fee of 1.5% per month on the outstanding amount.
13.4 Disconnection for Non-Payment: If payment is not made within thirty (30) days, Studio Ubique reserves the right to suspend or disconnect services until the outstanding balance is paid.
13.5 Collection Costs: The Client will be responsible for any legal fees or collection costs incurred as a result of non-payment.
13.6 Termination for Financial Issues: Studio Ubique reserves the right to terminate the Agreement if the Client faces financial challenges such as bankruptcy or insolvency.
13.7 Digital Billing: The Client agrees to receive invoices and related billing information in digital format.

14. Cancellation and Termination of the Agreement

14.1 Final Charge: Upon cancellation, the Client will be responsible for a final charge covering any remaining payments and expenses incurred.
14.2 Compensation for Negligence: The Client will compensate Studio Ubique for any damages caused by negligence or mistakes on the Client’s part.
14.3 Termination for Financial Challenges: Studio Ubique reserves the right to terminate the Agreement if the Client encounters significant financial difficulties, including but not limited to insolvency or bankruptcy.
14.4 Payment for Services Rendered: Payments for services rendered up to the point of termination must be settled promptly by the Client.
14.5 Long-Term Agreements: For long-term agreements, a three-month written notice period is required for termination, unless otherwise specified in the Agreement.
14.6 Notice Period for Specific Services: A one (1) month notice period is required for changes or cancellations of SEO, marketing, server maintenance, plugin purchases, hosting, and domain name-related services.
14.7 Web Hosting and Maintenance Services: For web hosting and maintenance services, the Client must provide at least a thirty (30)-day notice prior to the renewal date for any cancellations.

15. Guarantees and Indemnities

15.1 Unique Designs: Studio Ubique guarantees the uniqueness of the designs and deliverables provided and will secure any necessary copyrights where applicable.
15.2 Client Cooperation: The Client ensures that Studio Ubique can perform its work without hindrance. The Client indemnifies Studio Ubique from third-party claims or grievances arising from the use of provided materials or project deliverables.
15.3 Intellectual Property Indemnity: The Client indemnifies Studio Ubique from any claims related to intellectual property rights violations due to the materials or data provided by the Client.
15.4 Prepayment Refund Policy: Refunds for canceled assignments will be issued minus the cost of work already completed by Studio Ubique.

16. Liability

16.1 Material Provided by Client: Studio Ubique will not be held liable for any errors or issues arising from materials or content provided by the Client.
16.2 Direct vs. Indirect Damages: Studio Ubique accepts liability for direct damages but shall not be liable for indirect damages, including but not limited to lost profits or business interruptions.
16.3 Liability Limitations: The liability of Studio Ubique for any damages caused is limited to the total invoice amount related to the specific part of the order where the issue occurred.
16.4 Liability Period: Liability for claims will only extend for one (1) year from the completion date of the order.
16.5 Material Safety: The Client is responsible for ensuring that all materials and data are safely stored until the order is fulfilled.
16.6 Third-Party Telecom Systems: Studio Ubique will not be liable for issues caused by third-party telecom systems or services outside of its control.
16.7 Account Security: The Client is responsible for safeguarding their account information and credentials provided by Studio Ubique.
16.8 Username Approval: Studio Ubique reserves the right to reject any username that is deemed inappropriate or violates relevant policies.
16.9 Compensation Limit: Studio Ubique’s maximum liability for any claim is limited to €1,000 and extends for no more than three (3) months.
16.10 Physical Damage: Studio Ubique is liable for any physical damage directly caused by its actions or omissions during the project.
16.11 Post-Completion Issues: Studio Ubique will not be held liable for issues arising after project completion unless otherwise specified in the Agreement.

17. Force Majeure

17.1 Uncontrollable Events: Studio Ubique shall not be liable for any delay or failure in performing its obligations under the Agreement due to circumstances beyond its control, including but not limited to natural disasters, strikes, or acts of government.
17.2 Acceptance of Circumstances: Both parties accept that uncontrollable events may impact project timelines and delivery.
17.3 Termination Option: If uncontrollable circumstances persist for more than three (3) days, either party may terminate the Agreement by giving written notice.
17.4 Continued Assistance: Studio Ubique will endeavor to assist the Client in finding alternative solutions during the period of force majeure.

18. Additional Provisions

18.1 Transfer of Rights: The rights under this Agreement cannot be transferred by either party without the prior written consent of the other party, except in cases where the entire enterprise is transferred.
18.2 Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged during the course of the Agreement.
18.3 Headings: Headings in this document are provided for clarity and ease of reference only and do not affect the interpretation of these terms and conditions.
18.4 Governing Law: This Agreement is governed by Dutch law. Any disputes arising from or in connection with the Agreement shall be resolved in the courts of Zwolle, Overijssel.

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 at hello@studioubique.com. We are here to help and provide the support you need!