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Terms of service

This is a draft. No lawyer has reviewed it and nothing has been filed anywhere, so these terms do not apply yet. What follows describes how the studio works and what still has to be settled before any agreement can rest on it.

What these terms cover

These terms apply to every quotation, engagement and delivery by Vyral Studio®, unless something else is agreed in writing. Where a quotation says something different, the quotation wins.

A client’s own purchasing terms do not apply unless the studio accepts them explicitly. Record when these terms are handed over — with the quotation, on the site, or both: [Record how terms are provided] — and add the registered details: [Add registered name and KvK number].

Quotations and agreements

A quotation sets out the work, the phases, the price and what is explicitly not included. Until you approve it there is no agreement; approval by e-mail is enough.

How long a quotation stands, and how additional work gets approved, still needs pinning down: [Add quotation validity period] and [Record process for additional work].

Delivery and phasing

The studio works in phases. Each one ends with something you can respond to, and the next starts only once the previous is approved — so nothing gets built far along a direction you did not want.

A schedule is a best effort: it holds as long as copy, images and access arrive on time. What happens when they do not — the date moves, the time is billed, or both — belongs here: [Record consequences of client-side delay].

  • Direction and groundwork
  • Design
  • Build
  • Delivery and handover

Revisions

Every design phase includes revision rounds. You collect your notes and send them in one go, and the studio works through them. Changes after that count as additional work.

How many rounds an engagement includes as standard, and what an extra round costs, is not set: [Add number of revision rounds and rate per extra round].

Payment

Prices exclude VAT. Longer engagements are invoiced in instalments tied to the phases in the quotation, so you are never asked for the whole amount up front.

Payment period, deposit at the start and what happens when an invoice runs late all need filling in: [Add payment period], [Add deposit], [Add interest and collection costs]. Record as well whether the studio may pause work while an invoice is outstanding.

Intellectual property

Once the invoices are paid in full, the rights to the delivered work pass to the client: the design, the copy and the code made specifically for this engagement.

What does not pass: working files, concepts that were not chosen, and the components and scripts the studio already had and reused — you get a licence to use those, not ownership. Third-party licences such as fonts and stock imagery are registered to the client and sit outside this transfer. The wording of both the transfer and the licence needs legal review: [Have rights transfer wording reviewed].

The studio may show the work in its own portfolio unless you agree otherwise beforehand.

Confidentiality

Anything you share with the studio that is not public stays in. It works both ways, and it holds after the engagement ends.

How long it runs and which exceptions apply — information that was already public, or that the law requires be shared — has to be stated: [Add confidentiality term and exceptions].

Liability

The studio is liable for damage caused by an attributable failure, with the usual limits: a cap tied to the invoiced value of the engagement, and no liability for consequential loss such as lost revenue.

This is the section the review exists for. Add the cap, the window for reporting damage, and the insurance behind it: [Add liability cap], [Add reporting window], [Add liability insurance].

Ending an engagement

Either side can end an engagement. Work done up to that point is invoiced, and the studio hands over what exists.

Notice periods differ between a project with an end date and an ongoing arrangement, so both need stating: [Add notice period for projects], [Add notice period for ongoing services]. Describe as well when an agreement may be terminated immediately, for instance on insolvency.

Governing law

Dutch law applies to every agreement with the studio. Disputes go to the competent court in the district where the studio has its seat.

The studio is in Groningen; confirm which court that is at the same time as the business address: [Confirm competent court]. Agree there too whether both sides try to settle it between themselves before anyone files.