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This is a working draft and has not been reviewed by a lawyer. Bracketed values still need to be filled in.
These terms apply to every quote, assignment and agreement between Radial, registered in Rotterdam under Chamber of Commerce number [KVK NUMBER], VAT number [VAT NUMBER], and its client. Any purchasing or general conditions of the client are expressly rejected unless we accept them in writing.
Quotes are valid for 30 days and are non-binding until accepted in writing or by email. An agreement is formed when the client confirms the quote, or when we begin work at the client's request. Estimates of scope and duration are made in good faith and are not fixed commitments unless stated as such.
We work on day rates, published at studioradial.com/pricing. Rates exclude VAT and any third-party costs, which we agree in advance. Invoices are sent [MONTHLY / ON MILESTONES] and are payable within [14 / 30] days. If an invoice remains unpaid after that term we may suspend work after written notice, and statutory commercial interest applies.
We carry out the assignment to the best of our ability. Design work is an effort-based obligation, not a guarantee of a specific commercial result. The client provides timely access to the people, content, systems and decisions the work depends on. Delays caused by missing input may shift the schedule and, for reserved capacity, may still be invoiced.
Work that falls outside the agreed scope is discussed before it starts and invoiced at the applicable day rate. Neither party is obliged to accept a scope change; if we cannot agree, the original scope stands.
On full payment, the rights to the final deliverables created specifically for the client transfer to the client. We retain the rights to our own methods, templates, tooling and any pre-existing or reusable components, and grant the client a perpetual licence to use those as part of the deliverables. Concepts and working files that were not selected remain ours.
We may show the work in our portfolio and marketing once it is public, unless the client objects in writing. Where the work is confidential or unreleased, we agree in advance what may be shown and when.
Both parties keep confidential information received from the other confidential, and use it only for the assignment. This obligation continues after the assignment ends.
Our liability is limited to the amount invoiced for the assignment in the [THREE / SIX] months preceding the event, and in any case to the amount paid out by our insurer. We are not liable for indirect or consequential loss, including lost profit or missed savings. These limits do not apply in the case of intent or deliberate recklessness on our part.
Either party may end an ongoing agreement with [ONE MONTH] written notice. Work performed and capacity already reserved up to the end date is invoiced. Either party may terminate immediately if the other is declared bankrupt, is granted suspension of payments, or materially breaches these terms and fails to remedy it within 14 days of written notice.
Dutch law applies. Disputes are submitted to the competent court in Rotterdam, unless the parties agree on mediation first.
Email hello@studioradial.com or write to Voorhaven 27C, 3025 HC Rotterdam, the Netherlands.