1. The definitions

“Mutual Agreement” or just “Agreement” means the entire package that both Parties have agreed for the performance of a Project or Services and includes: (i) the content of these Terms & Conditions setting out the basis on which the parties will perform the Project or Services; (ii) the Proposal document (“Proposal”) which defines the Scope and Services to be rendered by us, our agreed fees (“Price”) as well as the time frame; and (iii) any other supplement(s) attached and incorporated to the Agreement by reference.

“us”, “we”, or “TOS” refer to The Orange Studio. With “you”, “your” or “Client” we refer to you, the natural or legal person, with whom we made the Agreement. Collectively we may also be referred to as the  “Parties” and individually as the “Party”.

“Project”, “Services”, “Scope” all refer to the mutually agreed services and scope that we will carry out for you.

“Client Content” means all types of information, data and content that you require to provide to us in order to carry out agreed Project and Services including text, images, photos, designs, trademarks and other information.

“Deliverables” means the services/work products that we deliver to you as part of the Project or Services.

“Expenses” means out of pocket expenses including, and without limitation; travel, accommodation, entertainment, communication costs, postage, printing, required subscriptions and license fees.

With these definitions in mind, let’s get down to the nitty gritty…..

2. What do both parties agree to do?

In short: You are hiring us to perform the Services listed in the Proposal document in exchange of your promise to pay us the agreed Price. Of course it’s a little more complicated than that, but we’ll get to this.

Authority: As our Client, you confirm that you have the power and authority to enter into this Agreement and to perform all obligations on behalf of your company or organization as stated in the Agreement. From our side, we confirm that we have the experience and ability to perform the Services you need from us and we will carry them out in a professional and timely manner. We are entitled to engage third parties in performing our obligations.

Timelines & dates: We intend to meet all the deadlines set by the Agreement. But deadlines work two ways and you’ll also be bound by any of the dates mutually agreed. It takes two to tango! We shall therefore rely on you to provide us with everything that we’ll need to complete the Services as and when we need it and in the format we ask for. You also agree to review our work and provide feedback and approval in a timely manner and within the agreed review times. Missing our deadlines means additional costs for us and in this respect we reserve our right to recover any such incurred cost.

3. Price & Payments

Price

Prices quoted are always excluding VAT and expenses.

Payments

For the Services to be performed by us you agree to pay us the Price in accordance with the payment terms as specified in the Agreement. If no payment terms are specified, you agree to pay us within 14 days of the invoice date.

Late payment

Since payment is a vital element in maintaining the progress and quality of the Services, we reserve the right to discontinue work if payment(s) are not received timely.
If you fail to make any payment within 30 days of the invoice due date then without prejudice to any other rights or remedies available we shall be entitled to charge interest at the rate of 5% per month.

Changes in price

Due to inflation or price changes by our suppliers, we sometimes have to raise our prices as well. We will do so maximum once per year and notify you in advance. If the price increases by more than 5% in a year, you are entitled to terminate the agreement by the date on which the intent increase comes into effect. In such a case you’ll be obliged to pay us for the Services already delivered until the date of termination.

4. Term & Renewal

TERM

One-time Projects: For the one-time / lump-sum portion of the Project (e.g. Website Development, Branding Project), the term of the Agreement will be the completion date stated in the Agreement.

Retainers: Unless otherwise agreed in writing, Retainers (e.g. Digital Marketing Retainer, Website Care Retainer, PR Retainer), are entered into for a fixed term of twelve months and, barring termination, extended automatically each time by twelve months.

Suspension & Termination

Although no one contemplates such actions, especially at the signing of a contract, things may happen. It is worth addressing it in advance just in case!

One-time Projects: You have the right to terminate the Project (and works in process), provided you give us ample notice (two weeks), pay us all the work performed up to the termination date, and compensate us for any reasonable termination costs incurred as a result of such termination. Similarly, we may terminate, if you fail to perform important obligations under the Agreement. Should you decide to suspend the Project up to a max period of 30 days and subsequently decide to restart, we will be entitled to a reasonable “restart fee” to cover our suspension costs such as demobilization, remobilization, idle time etc.

Retainers: Retainers can be terminated in writing by you and us at the end of the term, extended or not, with due observance of a notice period of two months.

5. Client Content

Anything you supply us for the purpose of incorporating it into the Services, such as text, graphics, photos, designs, trademarks, or other artwork must be correct, complete and reliable. It must be suitable for reproduction without verification and further preparation by us. You also guarantee that such Client Content you provide us is either owned by you or that you have permission to use it.

Text / Copy

We are not responsible for writing any text / copy unless we specified it in the original estimate. We’ll be happy to help though, and in addition to the estimate we will charge you at our standard rate.

Photographs

You will supply us photographs in digital format. If you choose to buy stock photographs we can suggest vendors of stock photography. Any time we spend searching for appropriate photographs will be charged at our standard rate.

6. Intellectual Property Rights & Use

Created Works: We own and retain intellectual rights in all information, know-how and data that we create (design, text, copy, images, codes, markups, CSS, etc.). We license it to you for the purpose of using it in the agreed Project or Services only.

Portfolio: We love to show off our work and share what we have learned with other people. So whilst respecting any confidentiality information, we reserve the right to display and link to your Project or Services as part of our portfolio or publish it in other media or exhibits for the purposes of recognition of creative excellence for professional advancement and to be credited with authorship of the Deliverables in connection with such uses. If we have developed a website for you, we can add a credits link (‘website by The Orange Studio’) to your website. We think it is a win-win situation. Exposure to us and exposure to you too.

7. The Legal Stuff

Following are a couple of legal terms. Maybe a bit boring… but necessary for keeping our partnership long and healthy. We promise to keep them short.

Applicability: The present Terms & Conditions are applicable to any and all proposals, offers, agreements and deliveries of The Orange Studio unless this applicability is fully or partly expressly excluded in writing. Any Terms & Conditions of the Client are expressly rejected. Deviations from and additions to these Terms & Conditions shall only be applicable if and to the extent that they have expressly been accepted by The Orange Studio in writing.

Changes to the Terms & Conditions: We will be entitled in all cases to amend the Terms & Conditions. We will inform you of the contents of the amendment at least a month before the amendment enters into effect by way of a notice by email. We will publish the amended Terms & Conditions on our website at least a month before they enter into effect. The parties will be bound by the amended Terms & Conditions from the day that they enter into effect. If you do not wish to approve an amendment, you will be entitled within seven working days of the notice to terminate the Agreement in writing from the date mentioned in the notice from us on which the amendment would have entered into effect.

Limitation of Liability: Our liability to you is to perform and deliver the Services and your liability to us is to pay us. All as per the terms of our Agreement. That said, neither of us will be liable to the other, or to any third party, for damages such as loss of profits, loss of business or any other incidental, special or consequential damages. In any event our limit of liability shall not exceed the value of the contract.

Force Majeur: Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused, directly or indirectly, by reason of pandemic, fire, earthquake, labor dispute, acts of terrorism, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond a party’s reasonable control. Parties will be released from their respective obligations if such a Force Majeure event renders performance of the Agreement impossible.  All Fees and Expenses prior to the Force Majeure event shall be immediately payable by you.

Indemnity: You agree to indemnify us, defend us, and hold us harmless from any and all third party claims, demands, actions, liabilities, costs, damages or expenses of any nature arising out of any breach of your responsibilities, obligations or representations under the Agreement or due to your gross negligence or wilful misconduct.

Confidentiality: It is important to both Parties. We confirm that we will maintain the confidentiality of any information that you give us provided that it is not publicly available. Equally, you confirm not to disclose any of our works, methods and prices to any third parties without our permission.

Miscellaneous: Just like a parking ticket, you can’t transfer the Agreement (or assign any of your responsibilities) to anyone else without our permission. The Agreement constitutes the entire understanding of the Services to be performed. If for some reason one part of this Agreement becomes invalid or unenforceable, the remaining parts of it remain in place. Unless otherwise agreed, neither Party can waive any provisions of the Agreement.

But where’s that horrible small print, you may say? You can relax! There is no small print! But attention: Although the language of the Agreement and our Terms & Conditions are simple, the intentions are serious and the Agreement and Terms & Conditions are legally binding documents interpreted based on the laws of the Netherlands. We hate fights and disputes, but if one arises it will be referred to the exclusive jurisdiction of the courts of The Netherlands.