This is a draft and should be reviewed by a legal professional before publishing.
Terms & Conditions
1. Scope and Applicability
These General Terms and Conditions ('Terms') govern all offers, proposals, agreements, and deliverables provided by X Built ('Studio', 'we', or 'us') to the client ('Client').
Studio details:
• Trade Name: X Built
• Registered Legal Name: [TODO: must match the KvK entry exactly]
• Legal Form: [TODO: confirm as registered with KvK, e.g. eenmanszaak / VOF / B.V.]
• KvK Number: 97487813
• BTW Number: NL005273234B60
• Registered Address: Dr. Bouwdijkstraat 23, 2381 CA Zoeterwoude, the Netherlands
Any deviating terms or conditions invoked by the Client are expressly rejected unless agreed upon in writing by both parties.
2. Fixed-Scope Proposals and Engagement
All studio projects operate under a fixed-scope model. Every engagement begins with an agreed written proposal or statement of work detailing the specific architecture, deliverables, sprint timeline, and total investment.
Our written proposals remain valid for 14 calendar days from the date of issuance unless stated otherwise.
Any requests for features, integrations, or pages outside the agreed project scope ('Scope Creep') require a separate written change order and fee confirmation before implementation.
3. Pricing and Payment Terms
All studio fees are quoted in Euros (€ / EUR) and exclude Dutch Value Added Tax (21% BTW) unless explicitly stated otherwise.
Payment schedule [TODO: confirm exact terms with accountant, e.g. 50% non-refundable kickoff deposit upon contract signing, and remaining 50% upon staging acceptance before production domain launch].
Invoices must be paid within 14 calendar days of the invoice date. Payments are processed securely via SEPA bank transfer or Stripe checkout.
Failure to meet agreed payment milestones entitles X Built to suspend active development sprints, withhold deployment, and pause domain release until outstanding balances are resolved.
4. Client Obligations and Cooperation
The Client agrees to provide all necessary assets (brand files, photography, product information, third-party API credentials, and domain access) in a timely manner according to the sprint schedule.
The Client agrees to review and provide structured feedback on milestone deliverables within 3 business days of submission. Delays caused by late asset provision or prolonged review intervals will automatically extend the sprint launch deadline.
5. Sprint Execution and Revision Policy
Development proceeds in structured sprints. Each fixed-scope sprint includes dedicated review cycles:
• Milestone 1 (Design & Architecture): Presentation of core layouts, wireframes, and conversion structure.
• Milestone 2 (Staging Review): Functional deployment on an interactive staging environment for testing and quality assurance.
Included revisions: Up to two (2) rounds of consolidated, structured revisions within the agreed project scope during the designated staging review period. Additional out-of-scope revisions or structural redesigns requested after staging sign-off will be quoted separately at [TODO: confirm studio hourly rate / add-on sprint fee].
6. Delivery, Acceptance, and Launch
Upon completion of testing and staging refinement, the Client will be invited to grant final written sign-off ('Acceptance').
Production launch (connecting primary domain, DNS propagation, and handing over repository and hosting administrative access) occurs immediately following full receipt of all outstanding project fees.
7. 100% Code and Asset Ownership
Upon receipt of full and final payment, X Built transfers 100% unconditional ownership of the custom frontend codebase, custom backend automations, proprietary graphical compositions, and project-specific assets to the Client.
Open-source libraries, frameworks (such as Next.js, React, Tailwind CSS), and third-party packages remain licensed under their respective open-source licenses (e.g. MIT, Apache 2.0).
X Built reserves the non-exclusive right to showcase non-confidential project visuals, screenshots, and summary case studies in its marketing portfolio, unless specifically waived under a mutual Non-Disclosure Agreement (NDA).
8. Third-Party Services and Platform Integrations
Where a project integrates third-party services (such as Stripe, Vercel, Supabase, Calendly, WhatsApp Business, Google APIs, or CRM tools), the Client enters into a direct contractual relationship with each respective provider.
X Built is not liable for service outages, rate limit modifications, pricing adjustments, or platform policy alterations instituted by third-party services.
9. Warranty and Post-Launch Support
Every build includes a 30-day post-launch warranty starting from the day of live domain deployment. During this warranty period, X Built resolves any technical bugs, rendering errors, or integration defects directly attributable to the agreed scope at zero additional cost.
The warranty does not cover issues resulting from Client code modifications, third-party API deprecations, or hosting configuration tampering.
Ongoing maintenance, conversion testing, and iterative feature additions are available through dedicated monthly studio retainer agreements.
10. Limitation of Liability
To the maximum extent permitted by applicable Dutch law, the total cumulative liability of X Built for any direct damage arising out of or related to the agreement shall be limited strictly to the total amount paid by the Client for the specific sprint or project under which the claim arose.
Under no circumstances shall X Built be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, commercial interruption, data corruption, or reputational damage.
11. Force Majeure (Overmacht)
Neither party shall be held liable for failure or delay in performance resulting from circumstances beyond reasonable control, including but not limited to global network outages, severe telecommunication breakdowns, cyberattacks, power grid failures, government regulations, natural disasters, or illness of key personnel.
12. Confidentiality
Both parties agree to treat all business information, trade secrets, customer records, technical architectures, and financial data exchanged during the engagement with strict confidentiality, and will not disclose such data to third parties without prior written consent.
13. Applicable Law and Competent Court
All legal relationships, contracts, and disputes between X Built and the Client shall be governed exclusively by and construed in accordance with the laws of the Netherlands.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.
Any disputes that cannot be settled amicably shall be submitted exclusively to the jurisdiction of the competent Dutch court in [TODO: confirm competent district court, e.g. District Court of The Hague / Rechtbank Den Haag].