In these terms
1. Applicability & Scope
1.1. These Terms of Service ("Terms") govern all offers, quotations, proposals, services, deliverables, agreements, and interactions between SAJW Studio Netherlands ("SAJW Studio", "we", "us", or "our") and any client, user, or customer ("Client", "you", or "your").
1.2. Deviations from or additions to these Terms are only valid if explicitly agreed upon in writing by an authorized representative of SAJW Studio.
1.3. Any general terms and conditions of the Client are explicitly rejected, unless accepted by SAJW Studio in writing.
2. Quotations, Offers, and Formation of Agreement
2.1. All offers and quotations issued by SAJW Studio are non-binding unless a specific acceptance period is stated in the quotation.
2.2. An agreement is established when:
- The Client accepts a formal written quote or project scope; or
- SAJW Studio commences performance of requested services upon verbal or written confirmation from the Client.
2.3. Project estimates, timelines, and specifications provided in quotes are based on information provided by the Client. If this information turns out to be incomplete or inaccurate, SAJW Studio reserves the right to adjust fees and project timelines accordingly.
3. Services and Deliverables
3.1. SAJW Studio provides visual design, branding, software development, IT consultancy, and related digital services as described in the agreed project specification or proposal.
3.2. All services are performed on a best-effort basis (inspanningsverbintenis), meaning SAJW Studio will apply due professional care, skill, and expertise, but does not guarantee specific commercial results or outcomes unless explicitly agreed in writing (resultaatverbintenis).
3.3. Delivery deadlines are indicative and do not constitute strict deadlines (fatale termijnen), unless expressly designated as such in writing.
4. Client Obligations & Cooperation
4.1. The Client agrees to provide all necessary assets, content, credentials, feedback, and approvals required for project execution in a timely and accurate manner.
4.2. SAJW Studio is not responsible for delays, added costs, or errors resulting from incomplete, incorrect, or late information provided by the Client.
5. Pricing, Invoicing, and Payment
5.1. All prices and rates are quoted in Euros (€) and are exclusive of VAT (btw) and other government levies unless explicitly stated otherwise.
5.2. Unless otherwise agreed in a specific proposal:
- Invoices are issued upon project milestones or completion of services.
- Payments must be settled within 30 days of the invoice date.
5.3. If the Client fails to make payment within the specified payment term:
- The Client shall be automatically in default without requiring further notice of default.
- SAJW Studio reserves the right to charge statutory commercial interest and administrative/collection costs allowed under Dutch law.
- SAJW Studio reserves the right to suspend ongoing work or revoke access to digital deliverables until outstanding balances are cleared.
6. Intellectual Property Rights
6.1. All intellectual property rights, including copyrights, code, software design, trademarks, graphics, and trade secrets created or provided by SAJW Studio, remain the sole property of SAJW Studio or its licensors until all invoice amounts related to the project are paid in full.
6.2. Upon full payment of all fees due, the Client receives a non-exclusive, non-transferable license to use the final deliverables for the purpose specified in the agreement.
6.3. SAJW Studio reserves the right to use non-confidential aspects of completed work, project visuals, and case studies for portfolio, marketing, and promotional purposes, unless non-disclosure has been explicitly agreed upon in writing.
7. Revisions, Acceptance, and Warranty
7.1. Unless otherwise defined in the project scope, deliverables include standard review rounds specified in the quotation. Additional work, revisions outside the scope, or changes after sign-off will be billed at standard hourly rates.
7.2. Upon delivery, the Client has 14 days to inspect and test deliverables. If no written objections or bug reports are submitted within this timeframe, the deliverable shall be deemed accepted.
7.3. Software and technical deliverables are warranted against critical bugs for a period of 30 days following formal acceptance, provided the issue originates from SAJW Studio’s original code and not from third-party software, host environments, or unauthorized client modifications.
8. Confidentiality & Data Protection
8.1. Both parties agree to keep all confidential business information, trade secrets, and technical data received during the project strictly confidential.
8.2. Personal data collected during the course of business will be processed in accordance with the SAJW Studio Privacy Statement and applicable European data protection regulations (GDPR / AVG). Questions regarding privacy can be directed to privacy@sajw-studio.com.
9. Limitation of Liability
9.1. To the maximum extent permitted by applicable law, SAJW Studio's total liability for any claims arising out of or related to the services provided shall be limited to the amount paid by the Client for the specific project or service that gave rise to the liability.
9.2. SAJW Studio shall not be liable for indirect, consequential, punitive, or special damages, including lost profits, loss of data, business interruption, or reputation damage.
9.3. SAJW Studio is not liable for damages caused by third-party services, plugins, hosting providers, or external software platforms integrated at the Client’s request.
10. Force Majeure
10.1. Neither party shall be held liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control ("Force Majeure"), including but not limited to power outages, internet service provider failures, cyberattacks, fire, extreme weather, pandemic, government restrictions, or third-party vendor failures.
11. Termination
11.1. Either party may terminate an agreement immediately by written notice if the other party materially breaches its obligations and fails to remedy the breach within 14 days of written notice.
11.2. In the event of early termination by the Client without cause, the Client remains responsible for payment for all work performed, expenses incurred, and resources allocated up to the effective date of termination.
12. Governing Law and Dispute Resolution
12.1. These Terms and all agreements between SAJW Studio and the Client are exclusively governed by and construed in accordance with the laws of the Netherlands.
12.2. Any disputes arising out of or in connection with these Terms shall be submitted exclusively to the competent court in the judicial district where SAJW Studio is established.
13. Contact Information
For questions, notices, or legal inquiries regarding these Terms of Service, please contact the Legal Department:
- SAJW Studio Netherlands
- Legal Department: legal@sajw-studio.com