Terms.

These Terms & Conditions ("Terms") govern all services, quotations, proposals, subscriptions, orders and agreements between raoul.studio ("the Studio", "we", "us") and its clients ("the Client", "you"). They apply unless we have agreed otherwise in writing.

raoul.studio is a digital product studio based in the Netherlands, run by Raoul Guillermo. You can reach us at [email protected]. By accepting a Proposal, signing an Agreement, or instructing us to begin work, you agree to these Terms.

In these Terms, the following words have the following meanings:

• Studio — raoul.studio, the provider of the services.
• Client — the natural or legal person that enters into an Agreement with the Studio.
• Project — the work the Studio agrees to perform, as described in a Proposal or Agreement.
• Deliverables — the designs, software, code, documentation, content or other materials the Studio delivers.
• Proposal — any quotation, estimate, statement of work or offer made by the Studio.
• Agreement — the accepted Proposal together with these Terms and any written arrangements between the parties.
• Intellectual Property — all rights in software, designs, text, methods and know-how, including copyright, database rights, trademarks and trade secrets.
• Confidential Information — non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential.
• Third-party Services — products or services provided by parties other than the Studio, such as hosting, cloud, payment, AI or API providers.
• AI Services — services that use artificial intelligence, machine learning or the automated generation of content, code, text or decisions.

These Terms apply to every Proposal, Agreement and Project, and to any follow-up or additional work, unless expressly agreed otherwise in writing.

These Terms prevail over any purchasing, procurement or other general conditions of the Client. The applicability of the Client’s conditions is expressly rejected, unless we have accepted them in writing.

If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions stay in full force, and the invalid provision will be replaced by a valid one that matches its purpose as closely as possible.

Unless stated otherwise:

• Proposals are non-binding and do not oblige the Studio until accepted by both parties.
• A Proposal is valid for 30 days from its date, after which it may be revised or withdrawn.
• Prices may change before a Proposal is accepted — for example due to changes in scope, third-party costs or applicable taxes.
• All prices are exclusive of VAT and any third-party costs unless stated otherwise.
• Obvious mistakes and typographical errors in a Proposal do not bind the Studio.

The Studio performs the work described in the accepted Proposal. Anything not expressly included is out of scope.

Out-of-scope work — including additional features, integrations or requirements — may require additional budget, revised planning or a separate Proposal before it is carried out.

If the Client requests additional features, revisions, new requirements or changes in priorities, the Studio will assess the impact on scope, planning and price.

Changes are only carried out once agreed. The Studio may adjust timelines and fees to reflect a change, and is not obliged to start changed work before agreement is reached.

A Project depends on the Client’s cooperation. The Client is responsible for providing the following on time and in full. Delays caused by the Client extend the planning accordingly, and the Studio is not liable for any resulting delay or cost:

• accurate and complete information;
• content, assets, branding materials and access credentials;
• timely feedback, approvals and decisions;
• one or more authorised decision-makers;
• testing and reviewing Deliverables when requested.

Any dates or planning communicated by the Studio are estimates, not strict deadlines, unless a fixed deadline has been expressly agreed in writing as such (a "fatale termijn").

Reasonable delays do not constitute a breach of contract. Where a delay is caused by the Client or by Third-party Services, the agreed timeline extends accordingly.

Unless agreed otherwise:

• Deliverables are deemed accepted if the Client does not report substantiated defects in writing within ten (10) business days of delivery.
• Minor defects that do not materially prevent use do not justify rejection, and are addressed in the normal course of work.
• Putting a Deliverable into use, or using it in production, constitutes acceptance.

Unless agreed otherwise in the Proposal:

• The Studio may require a deposit before starting work, and may invoice in milestones or on a recurring (retainer or subscription) basis.
• Invoices are payable within fourteen (14) days of the invoice date.
• All amounts are exclusive of VAT, which is charged where applicable.
• If an invoice is not paid on time, the Client is in default without further notice, and statutory (commercial) interest under Dutch law applies from the due date.
• The Client owes all reasonable judicial and extrajudicial collection costs incurred in recovering overdue amounts.
• The Studio may suspend work, hosting, maintenance and support while invoices remain overdue.

If the Client fails to meet any payment or other material obligation, the Studio may suspend its services — including development, hosting, maintenance and support — until the Client has met its obligations.

Suspension does not relieve the Client of its payment obligations, and the Studio is not liable for any loss arising from a lawful suspension.

On full payment of all amounts due for a Project, the Client receives ownership of, or the licence expressly agreed for, the custom Deliverables created specifically for the Client. Until full payment, all rights remain with the Studio.

The Studio retains all Intellectual Property in everything that is not a custom Deliverable, including but not limited to its methodologies, internal frameworks, reusable code, libraries, SDKs, templates, architecture, AI workflows, automation frameworks, development tools, know-how, concepts and any pre-existing software.

Where such retained materials are incorporated into a Deliverable, the Client receives a non-exclusive, non-transferable licence to use them as part of that Deliverable, but acquires no ownership in them.

The Studio is free to use the general knowledge, skills, techniques and experience gained during a Project for other clients and purposes.

Deliverables may include open-source software, which is provided under its own licence terms. Those licences govern the Client’s use of the open-source components, and the Studio gives no warranty or indemnity in respect of them beyond what those licences provide.

Projects often rely on Third-party Services such as hosting, cloud providers, payment providers, AI providers, APIs and CMS platforms. These are governed by their own terms, which the Client accepts where relevant.

To the extent permitted by law, the Studio is not liable for, and gives no warranty regarding, Third-party Services, including:

• outages, downtime or degraded performance;
• price changes or discontinued services;
• changes to terms, policies or APIs;
• security incidents, data loss or breaches.

AI Services are based on probabilistic and statistical models. Their output is generated automatically and is inherently uncertain.

Output produced by AI Services may contain inaccuracies, fabricated or "hallucinated" information, incomplete or outdated information, or results unsuitable for a particular purpose.

The Client remains fully responsible for reviewing, validating and approving any AI-generated output before relying on it or using it in production, and for ensuring its use complies with applicable law.

The Studio provides AI Services on a best-effort basis and gives no warranty as to the correctness, completeness, factual accuracy, legal compliance, fitness for purpose, or business outcomes of any AI-generated output.

The Studio applies commercially reasonable technical and organisational measures to protect the systems and data it handles.

However, no digital system, software or online service can be guaranteed to be completely secure. To the extent permitted by law, the Studio does not guarantee, and is not liable for, security incidents beyond its reasonable control — including cyber-attacks, zero-day vulnerabilities, phishing, malware, cloud or hosting outages, and internet or network failures.

Each party will keep the other’s Confidential Information confidential, use it only for the purpose of the Project, and protect it with reasonable care.

This does not apply to information that is or becomes public without breach, that a party already lawfully held, or that must be disclosed by law, regulation or court order — in which case the disclosing party will, where permitted, give prior notice.

The Studio processes personal data in accordance with its Privacy Policy, available on this website.

The Client is and remains responsible for the personal data it provides to, or processes through, the Deliverables, including having a lawful basis for that processing. Where the Studio processes personal data on the Client’s behalf, the parties will, where required, enter into a separate data processing agreement.

Maintenance and support are only provided if expressly agreed. Unless agreed otherwise:

• Included: bug fixes for the agreed specification, monitoring, and the maintenance described in the Agreement.
• Excluded: new features, redesigns, new integrations, and consultancy or work outside the Agreement — which are quoted separately.

The Studio performs its services with reasonable skill and care, and Deliverables will materially conform to the agreed specification at the time of delivery. This is the Client’s exclusive warranty.

To the extent permitted by law, the Studio gives no other warranties and does not guarantee that software will operate uninterrupted or error-free, that it will be compatible with future systems or third-party changes, or that it will achieve any particular commercial result.

To the maximum extent permitted by applicable law, the Studio’s total liability arising out of or in connection with a Project is limited to the amount paid by the Client for that specific Project in the twelve (12) months preceding the event giving rise to the liability.

The Studio is not liable for any indirect or consequential loss, including lost profits, lost revenue, lost business or opportunities, loss of goodwill, loss or corruption of data, downtime, or business interruption.

Any liability of the Studio only arises if the Client gives written notice of the default, allows a reasonable period to remedy it, and the Studio still fails to perform — unless remedy is permanently impossible.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Dutch law, including liability for intent or deliberate recklessness ("opzet of bewuste roekeloosheid") on the part of the Studio’s management.

The Client indemnifies and holds the Studio harmless against all third-party claims, damages, costs and expenses (including reasonable legal costs) arising from or relating to:

• content, materials or instructions supplied by the Client;
• infringement of third-party intellectual property or other rights through Client-supplied materials;
• unlawful, infringing or improper instructions;
• misuse of the Deliverables, or use other than as intended;
• the Client’s illegal activities or breach of applicable law.

The Studio is not liable for any failure or delay caused by circumstances beyond its reasonable control ("overmacht"), including natural disasters, extreme weather, pandemics and epidemics, strikes, war or unrest, government measures, internet or telecommunications outages, cloud, hosting or supplier failures, AI-provider downtime, and cyber-attacks.

During force majeure the parties’ obligations are suspended. If the situation lasts longer than sixty (60) days, either party may terminate the Agreement in writing for the affected part, without liability, while work already performed remains payable.

Either party may terminate an Agreement for convenience by giving reasonable written notice, subject to any minimum term agreed for retainers or subscriptions.

Either party may terminate with immediate effect if the other commits a material breach that is not remedied within a reasonable period after written notice, or in the event of bankruptcy, suspension of payments or insolvency of the other party.

On termination, the Client pays for all work performed and costs committed up to the effective date. Provisions that by their nature should survive — including intellectual property, confidentiality, liability and governing law — continue to apply.

Unless expressly agreed otherwise in writing, the Studio may reference the Client and display completed, publicly released work — including screenshots, descriptions and the Client’s name and logo — in its portfolio, website and marketing materials, while respecting Confidential Information.

During a Project and for twelve (12) months after its completion, the Client will not directly or indirectly recruit, hire or engage any employee, contractor or freelancer of the Studio who was involved in the Project, without the Studio’s prior written consent.

These Terms and any Agreement are governed exclusively by Dutch law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Any dispute that cannot be resolved amicably will be submitted exclusively to the competent court of the Rechtbank Rotterdam, the Netherlands, unless mandatory law provides otherwise.

The Studio may update these Terms from time to time. The version in force at the start of a Project applies to that Project. When we update these Terms, we update the date at the top of this page.