Terms and Conditions

1. Definitions

In these terms and conditions, the following capitalized terms are used:

2. Applicability

These terms and conditions apply to all offers, quotes and agreements between SW.STUDIO and the Client, unless expressly agreed otherwise in writing.

Deviations from these terms are only valid if expressly confirmed in writing by SW.STUDIO.

The applicability of any purchasing or other terms of the Client is explicitly rejected.

3. Offers And Quotes

All offers and quotes from SW.STUDIO are non-binding and valid for 30 days, unless stated otherwise in writing.

Quotes are based on the information, scope and assumptions provided by the Client in advance. If that information proves incorrect, incomplete or materially changed, SW.STUDIO may adjust the quote, planning and price.

A composite quote does not obligate SW.STUDIO to carry out individual parts of the assignment for a proportional part of the total price.

4. Delivery Of Services

SW.STUDIO carries out the Services to the best of its knowledge and ability, with a clear focus on quality, care and a suitable online presentation. Unless expressly agreed otherwise in writing, SW.STUDIO makes no guarantees regarding commercial results, search rankings or fitness for a particular purpose.

Stated timelines are indicative and constitute target dates, unless agreed otherwise in writing. Exceeding a planned timeline does not entitle the Client to compensation or automatic dissolution of the Agreement.

Planning And Timelines

SW.STUDIO works project by project and plans assignments carefully. The exact turnaround time depends on the scope of the project, the speed of feedback and the timely delivery of content or other input by the Client. In practice, projects generally run through four phases:

5. Intellectual Property

All intellectual property rights in the delivered work, designs, code, documentation and other materials remain with SW.STUDIO, unless expressly agreed otherwise in writing.

Transfer Of Ownership

After full payment, the Client obtains the right to use the delivered work for the agreed purpose. Unless agreed otherwise in writing, the underlying intellectual property of designs, code and documentation remains with SW.STUDIO.

Transfer of full intellectual property rights requires an additional written agreement, for which extra costs will be charged.

Third-Party Components

If materials or works of third parties are used in the execution of the work (such as stock photos, fonts, plugins, frameworks), the license terms of the relevant rights holders apply.

6. Obligations Of The Client

The Client ensures that:

• All data, materials and information needed by SW.STUDIO are provided on time and in the correct form
• Supplied content (texts, images, videos) is free of third-party rights or that the necessary licenses have been obtained
• Feedback and approvals are given within the agreed timeframes
• A point of contact is available for communication throughout the project
• Access to required systems, accounts and platforms is provided (hosting, domain, social media)
• Reasonable cooperation is extended to SW.STUDIO for carrying out the work

7. Prices And Payment

All prices are quoted in euros, excluding VAT and excluding third-party costs, unless expressly stated otherwise.

Payment Schedule

Payment is made according to the following schedule, unless agreed otherwise in writing:

Payment Terms

• Payment must be made within 14 days of the invoice date, unless agreed otherwise
• In case of late payment, the Client is automatically in default and the applicable statutory interest becomes due
• In case of late payment, reasonable extrajudicial collection costs are also due, insofar as permitted by law
• SW.STUDIO reserves the right to suspend work in case of late payment
• SW.STUDIO is entitled to suspend handover, launch or publication until outstanding invoices have been settled

8. Liability

SW.STUDIO is only liable for direct damage that is the direct result of an attributable failure to perform the Agreement.

Limitation Of Liability

SW.STUDIO's liability is at all times limited to:

• The amount paid out under the applicable liability insurance in that case, OR
• In the absence of a payout: a maximum of the invoice amount of the Agreement (excl. VAT), capped at EUR 5,000

Exclusion Of Liability

SW.STUDIO is not liable for:

• Indirect damage, including consequential damage, loss of profit, missed savings, loss of data and damage due to business interruption
• Damage resulting from incorrect or incomplete data supplied by the Client
• Damage resulting from acts of third parties (such as hosting providers, plugins, external APIs)
• Damage caused by downtime, unless this is the direct result of gross negligence by SW.STUDIO
• Damage resulting from force majeure
• Damage arising from use of the website in violation of the terms of use or applicable law

9. Maintenance And Support

Delivery And Corrections

Up to the agreed delivery and launch, SW.STUDIO corrects reasonable technical defects that directly result from the work delivered by SW.STUDIO, insofar as these fall within the agreed scope.

After delivery and launch, ongoing maintenance, content changes, updates and support are not automatically included. Such work only falls under the Agreement if a separate retainer or additional assignment has been agreed in writing.

Excluded From Support

Support is not provided for:

• Issues arising from modifications by the Client or third parties after delivery
• Normal wear and tear, outdated technologies or browser updates
• Improper use or use contrary to documentation
• Updates or changes in third-party services, plugins or frameworks
• Hosting, server or infrastructure issues (unless caused by SW.STUDIO)
• Compatibility issues with new devices or operating systems

Maintenance After Launch

After launch, maintenance, updates and support are only included if a separate written agreement or retainer exists for them. Without such an agreement, additional work is treated as extra work or standalone support at the applicable rate.

10. Changes And Additional Work

Changes to the assignment are possible, but may affect planning and price.

Revision Rounds

Unless agreed otherwise in writing, reasonable rounds of corrections are included within the agreed scope. If a specific number of revision rounds is stated in a quote or proposal, that number applies as the baseline.

Additional revision rounds or substantial changes outside the agreed scope are considered extra work and invoiced separately.

Extra Work

Extra work applies in the case of:

• Adding pages, features or functionality outside the scope
• Substantial changes to approved designs
• Extra revision rounds beyond the agreed number
• Work resulting from changing wishes of the Client

Extra work is communicated in advance and invoiced at the agreed hourly rate or fixed price. No extra work is carried out without written approval.

11. Termination

Termination By The Client

The Client may terminate the Agreement in writing at any time. In case of early termination by the Client, the Client is obligated to:

• Pay for all work already carried out
• Reimburse all costs already incurred with third parties (licenses, hosting, etc.)
• Pay a reasonable fee for reserved project capacity that is freed up by the termination

Termination By SW.STUDIO

SW.STUDIO may terminate the Agreement without judicial intervention if:

• The Client does not pay invoices within 30 days of the invoice date despite a written reminder
• The Client fails to provide the necessary cooperation for more than 60 days
• The Client applies for (provisional) suspension of payment or bankruptcy is filed
• The Client ceases business operations or is liquidated

12. Force Majeure

SW.STUDIO is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure.

Force majeure means any circumstance beyond SW.STUDIO's control that wholly or partly prevents the fulfilment of obligations toward the Client. This includes, among other things:

• Illness or incapacity for work
• Disruptions to infrastructure (internet, electricity, hosting)
• Disruptions or outages of third-party services on which SW.STUDIO depends
• Government decisions, changes in legislation
• Natural disasters, fire, flooding
• War, terrorism, pandemics

If a force majeure situation lasts longer than 90 days, both parties have the right to dissolve the Agreement without any obligation to pay compensation. Work already carried out will be reimbursed on a pro rata basis.

13. Confidentiality And Personal Data

Both parties are obliged to keep confidential all confidential information they have obtained from each other or from another source in connection with the Agreement.

Information is considered confidential if it has been communicated as such by the other party or if this follows from the nature of the information.

Insofar as personal data is processed in the execution of the Agreement, the parties act in accordance with the GDPR. If SW.STUDIO processes personal data on behalf of the Client within the meaning of the GDPR, the parties will, where necessary, make additional written arrangements, such as a data processing agreement.

The confidentiality obligation does not apply if:

• Disclosure is required under a statutory provision or court ruling
• The information was already publicly known at the time of disclosure
• Written permission has been given for disclosure

14. Governing Law And Disputes

All agreements between SW.STUDIO and the Client are governed by Dutch law.

Disputes will, insofar as legally permitted, be submitted to the competent court in the Netherlands, unless mandatory law provides otherwise.

Complaints And Escalation

We aim to resolve disputes through mutual consultation. If you have a complaint:

1. Submit the complaint in writing to stef.wubbe@sw-studio.nl
2. We will respond within 5 business days with an acknowledgement of receipt
3. We aim to reach a resolution within 14 days
4. If no solution is found, mediation may be considered before legal steps are taken

15. Contact

For questions about these terms and conditions, please contact: