Terms of Service for Volve Studios
Last Updated: August 2024
Welcome to Volve Studios! These Terms of Service ("Terms") govern your access to and use of our website, products, and services ("Services"). Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.
1. Definitions
1.1 The following terms shall have the meanings set forth below, both in singular and plural forms:
- Agreement: The contract between Volve Studios and the Client regarding the delivery of the Services.
- Client: The natural or legal person who has entered into or intends to enter into an Agreement with Volve Studios.
- Confidential Information: All information disclosed between the Parties in any form, including but not limited to software, code, programs, client data, technical specifications, and documentation.
- Deliverables: Any tangible or intangible items produced or provided as part of the Services.
- Intellectual Property Rights: All rights of intellectual property, including copyrights, trademarks, patents, trade names, database rights, and related rights.
- Parties: Refers to Volve Studios and the Client collectively.
- Personal Data: Any information relating to an identified or identifiable natural person, as defined in the GDPR.
2. General Provisions
2.1 These Terms are applicable to and form an inseparable part of all offers, agreements, and related legal actions between Volve Studios and the Client.
2.2 Deviations from these Terms are only valid if explicitly agreed upon in writing by both Parties and apply only to the specific Agreement for which they are agreed.
2.3 These Terms shall at all times take precedence over any purchasing or other conditions used by the Client.
2.4 If these Terms have been applicable to a legal relationship between Volve Studios and the Client, the Client shall be deemed to have agreed in advance to the applicability of these Terms to all subsequent agreements.
2.5 If any provision of these Terms is found to be null and void or invalid, the other provisions shall remain in full force and effect. The Parties shall replace the invalid provision with a new provision that reflects the original intent as closely as possible.
3. Offers and Formation of Agreement
3.1 All offers and quotations by Volve Studios are non-binding and should be considered an invitation to make an offer to enter into an Agreement, unless otherwise stated in writing.
3.2 Offers and quotations are valid for four weeks from the date of issue unless otherwise stated in writing.
3.3 The Client guarantees the accuracy and completeness of the information provided to Volve Studios on which the offer is based. If this information is found to be inaccurate or incomplete, Volve Studios reserves the right to modify the offer.
3.4 An Agreement is formed when the Client accepts the offer in writing without modification and Volve Studios confirms the acceptance.
4. Execution of the Agreement and Delivery
4.1 Volve Studios shall perform the Agreement to the best of its ability, in accordance with the principles of good workmanship and the current state of science and technology. The Agreement is characterized as a best-efforts obligation unless the Parties have expressly agreed on a specific result in writing.
4.2 The Parties shall determine the delivery terms, dates, and the manner of delivery in the Agreement. Delivery times are dependent on various factors, such as the quality of the information provided by the Client and the cooperation of the Client and third parties. Delivery times are not binding unless explicitly agreed upon in writing.
4.3 If the Agreement is executed in phases, Volve Studios reserves the right to delay the start of Services in a subsequent phase until the Client has approved the results of the previous phase in writing.
4.4 Volve Studios is entitled to engage third parties to perform the Agreement in whole or in part.
4.5 Services shall be deemed accepted if the Client does not provide detailed written objections within five (5) business days after delivery. If the Services are not accepted, Volve Studios shall make reasonable efforts to rectify any issues within a reasonable time.
5. Prices and Payment Terms
5.1 All prices are exclusive of VAT and other government-imposed taxes unless otherwise stated.
5.2 Payment terms shall be set forth in the Agreement. Invoices must be paid by the Client within fourteen (14) days of the invoice date unless otherwise agreed in writing.
5.3 If the Client fails to pay any amount due by the due date, Volve Studios may charge interest on the overdue amount at the statutory rate, and the Client shall be liable for all costs of collection, including attorney’s fees.
5.4 Volve Studios reserves the right to retain any deliverables or suspend Services if the Client fails to fulfill payment obligations.
5.5 Volve Studios may increase its fees annually by a percentage based on the Consumer Price Index (CPI) plus a maximum of fifteen percent (15%). Volve Studios shall notify the Client of such increases.
5.6 Any complaints regarding invoices must be submitted in writing within fourteen (14) days of the invoice date. Complaints do not suspend the Client's payment obligations.
6. Amendment of the Agreement and Additional Work
6.1 The Client acknowledges that the execution of the Agreement may be affected if the scope is changed or expanded during its term. Volve Studios shall notify the Client as soon as possible if such changes affect the agreed fees.
6.2 Additional work requested by the Client shall be charged on a time and materials basis unless otherwise agreed in writing.
6.3 Volve Studios may perform additional work without prior written consent from the Client if the cost does not exceed ten percent (10%) of the originally agreed fees.
7. Client Obligations
7.1 The Client shall provide all necessary information and cooperation required for the execution of the Agreement in a timely manner. This includes information related to specific industry regulations that Volve Studios must consider.
7.2 If the Client fails to provide the required information or cooperation, Volve Studios is entitled to suspend the Agreement and charge the Client for any resulting delays.
7.3 The Client is responsible for maintaining the confidentiality of any usernames and passwords provided by Volve Studios and is liable for any misuse unless caused by Volve Studios' gross negligence or willful misconduct.
8. Termination and Consequences
8.1 The Agreement commences on the date specified in the Agreement and continues until the Services are completed, unless terminated earlier in accordance with these Terms.
8.2 Either Party may terminate the Agreement immediately upon written notice in the event of the other Party's bankruptcy, suspension of payments, or business liquidation.
8.3 Termination due to breach is only permitted after a detailed written notice of default has been issued, allowing a reasonable period for the breach to be remedied.
8.4 In the event of termination, any amounts invoiced for Services rendered shall remain payable and become immediately due.
9. Intellectual Property Rights
9.1 All Intellectual Property Rights to the Services and any materials provided by Volve Studios shall remain the exclusive property of Volve Studios unless otherwise agreed in writing.
9.2 The Client is granted a non-exclusive, non-transferable license to use the Services solely for the purposes specified in the Agreement.
9.3 Volve Studios reserves the right to use the Services and related materials for its own promotional purposes unless otherwise agreed in writing.
10. Confidentiality
10.1 The Parties shall treat all Confidential Information as strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing Party.
10.2 The confidentiality obligations do not apply to information that is already known to the receiving Party, becomes publicly known without breach of these Terms, or is required to be disclosed by law.
10.3 The confidentiality obligations shall remain in effect for one (1) year after the termination of the Agreement.
11. Liability
11.1 Volve Studios' liability for any breach of contract, tort, or other legal theory shall be limited to the amount paid by the Client for the Services in the twelve (12) months preceding the event giving rise to the claim.
11.2 Volve Studios shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, data, or use, arising out of or in connection with the Services.
11.3 The limitations of liability do not apply in cases of willful misconduct or gross negligence by Volve Studios or its senior management.
12. Force Majeure
12.1 Neither Party shall be liable for any failure to perform its obligations under the Agreement if such failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, or interruptions in power supply.
12.2 If a force majeure event continues for more than thirty (30) days, either Party may terminate the Agreement without liability.
13. Governing Law and Jurisdiction
13.1 These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of [Your Country/State], without regard to its conflict of law principles.
13.2 Any disputes arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts in [Your City, State/Country].
14. Miscellaneous
14.1 These Terms, together with the Agreement and any attachments, constitute the entire agreement between the Parties and supersede all prior agreements or understandings, whether written or oral.
14.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.3 Neither Party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other Party.
14.4 Any notices required under these Terms shall be in writing and delivered to the addresses specified in the Agreement.
15. Contact Information
If you have any questions or concerns about these Terms or our Services, please contact us at.
16. Delivery of Services
16.1 Standard Delivery Time
Volve Studios offers a standard delivery time of fourteen (14) calendar days for each project, starting from the date the Client is added to our project management tool, Asana. This timeline applies to the initial delivery of the project or individual milestone, as applicable. The fourteen (14) day delivery period is intended for the first delivery of the project or milestone and does not guarantee the completion of the entire project within this timeframe.
16.2 Conditions for Delivery Time
The fourteen (14) day delivery time is subject to the following conditions:
- Account Setup: The delivery time begins only after the Client has been added to Asana and has been granted access to the project within the tool.
- Client Cooperation: The Client must actively participate in the project by providing necessary information, feedback, and approvals in a timely manner. Delays caused by the Client’s failure to respond or provide required input may extend the delivery time.
- Scope of Work: The delivery time applies to the scope of work as agreed upon at the start of the project. Any changes or additions to the project scope after the start date may result in an extension of the delivery time.
16.3 Initial Delivery
The initial delivery provided within the fourteen (14) day period is not the final product but is expected to be of sufficient quality to be considered "live-ready," meaning it is functional and meets the agreed-upon specifications. However, this initial delivery may still require revisions and further refinement based on the Client’s feedback.
16.4 Delivery Time for Large Projects
For larger projects, the fourteen (14) day delivery time applies per milestone. Milestones will be defined and agreed upon with the Client before the project begins. The delivery of each milestone will adhere to the same conditions as outlined in Section 16.2.
16.5 Communication and Exceptions
If the Client wishes to maximize the use of the fourteen (14) day delivery time for their project or any specific milestone, it is the Client’s responsibility to communicate this to Volve Studios before the project starts or before the relevant milestone begins. If such communication does not occur, the standard timeline of fourteen (14) days per delivery or milestone, as agreed, will apply.
16.6 Exclusions and Extensions
Volve Studios reserves the right to extend the delivery time if unforeseen circumstances arise, including but not limited to technical issues, third-party delays, or additional requests from the Client. In such cases, Volve Studios will communicate any changes in the timeline to the Client as soon as possible.
16.7 No Liability for Delays
While Volve Studios strives to meet the fourteen (14) day delivery time, we shall not be liable for any damages, penalties, or losses resulting from delays in the delivery of the project or milestones, provided that such delays are communicated to the Client and are within the bounds of the conditions outlined in these Terms.
