Ongoing Support - Terms and conditions
1. Introduction
These terms and conditions signifies a mutual commitment to achieving excellence in design and development for digital products. This agreement sets the stage for a partnership, outlining the scope of services, service hours, and other essential elements that will govern the collaboration.
1.1 Parties involved
Yummygum BV, a company registered in the Netherlands, with its principal place of business located at Wilgenweg 22-D, 1031HV, Amsterdam ("Service Provider"), and the signing client ("Client").
Hereinafter collectively referred to as the "Parties" and individually as a "Party".
2. Scope of Services
The scope of services provided by the Service Provider under this Contract shall encompass design and development tasks for digital platforms, including but not limited to websites, mobile apps, and web applications. These services may include, but are not limited to, UI/UX design, wireframing, prototyping, HTML/CSS development, and responsive design implementation.
2.1 Tasks covered
The tasks covered under this Contract shall be mutually agreed upon by the Parties and documented in statements of work ("SOWs") communicated via email or project management tools (see Chapter 5). These tasks shall be performed with due diligence and in accordance with industry best practices to achieve the desired outcomes outlined by the Client.
2.1.1 Example tasks for Design
Tasks within this contract may include, but are not limited to:
UX & UI Work
Design System Updates
Animated Graphics & Motion
Website and App Page Design
Wireframes
Digital Ads
Pitch Decks
Brand Collateral
Social Media Assets
Icons & Illustrations
Infographics
Mobile Design
UX Audits & Testing
Research
2.1.2 Example tasks for Development
Performance optimization
Search Engine Optimization
Accessibility optimization
Security optimization
Motion & Animation implementation
Responsiveness
Code dependency updates (e.g. updates to support latest framework)
Pro-actively find parts of the product or codebase to improve
Resolving bugs
Quality Assurance
Build new features upon request (e.g. new pages for an application)
Note that these are examples only and both Parties shall mutually agree upon tasks to be executed by the Service Provider by documenting statements of work ("SOWs") communicated via email or project management tools (see Chapter 5).
2.3 Exclusions
Tasks the Service Provider has not expressly worked on in the past for Client are excluded by default from the scope.
Any additional services requested by the Client outside the scope of this Contract shall be subject to separate negotiation and agreement.
2.4 Liabilities
The Service Provider shall not be liable to the Client or any third party for any damages, losses, or expenses arising from or related to any downtime or interruption of the services provided under this Agreement. The Service Provider expressly disclaims any warranties, whether express or implied, regarding the availability, reliability, or performance of the services, including but not limited to any warranties of merchantability or fitness for a particular purpose. In no event shall the Service Provider be liable for any consequential, incidental, indirect, special, or punitive damages, including without limitation lost profits or business interruption, arising out of or in connection with any downtime or interruption of the services, regardless of the cause of such downtime or interruption.
3. Service Hours
The Service Provider is able to provide a specific amount of service hours per month.
3.1 Defined Number of Hours
3.1.1 The Service Provider shall allocate a minimum amount of hours of service per month to the Client. The minimum amount of hours will always be invoiced at the beginning of each month.
3.1.2 The Service Provider shall allocate a maximum amount of hours of service per month to the Client. The additional hours spent beyond the minimum amount of hours (3.1.1) are invoiced at the end of each month.
3.2 Method of Tracking and Reporting Service Hours
3.2.1 The Service Provider shall maintain accurate records of service hours expended on behalf of the Client, utilizing Float or an equivalent method approved by both Parties.
3.2.2 Service hours shall be documented and reported to the Client on a monthly basis, detailing the tasks performed, time spent, and remaining hours available within the allocated monthly quota.
3.3 Flexibility in Adjusting Service Hours
3.3.1 The Parties acknowledge that project requirements and priorities may evolve over time, necessitating adjustments to the allocated service hours.
3.3.2 Any proposed changes to the allocated service hours must be mutually agreed upon in writing via email by both Parties.
3.4 Validity of Service Hours
3.4.1 The allocated hours per month are valid only in that month. Unused hours can not be used in subsequent months.
4: Client Responsibilities
4.1 Obligations and Responsibilities of the Client
4.1.1 The Client shall provide timely access to necessary materials, information, and resources required for the completion of the agreed-upon tasks outlined in this Contract.
4.1.2 The Client shall designate a primary point of contact responsible for facilitating communication, providing feedback, and making decisions on behalf of the Client throughout the duration of the project
4.1.3 The Client shall pro-actively provide Service Provider with tasks to be completed before each month starts.
4.2 Timely Provision of Materials and Information
4.2.1 The Client acknowledges that delays in providing requested materials or information may impact project timelines and deliverables, and thus undertakes to promptly fulfil any such requests made by the Service Provider.
4.3 Collaboration Expectations
4.3.1 The Parties shall engage in regular communication and collaboration to ensure alignment on project goals, milestones, and deliverables.
4.3.2 The Client agrees to actively participate in scheduled meetings, reviews, and feedback sessions as necessary for the successful execution of the project.
Chapter 5: Service Delivery
5.1 Timeline for Service Delivery
5.1.1 The Service Provider has pre-booked resources each month to work on the products of Client. At least 1 week in advance of the planned hours Parties should discuss feasibility. Ad-hoc tasks should be discussed with both Parties to discuss feasible delivery timelines.
5.1.2 Any changes to the agreed-upon timeline shall be communicated promptly to the Client, along with revised estimates for task completion.
5.2 Communication Channels
5.2.1 The Parties shall establish designated communication channels for project updates, discussions, and feedback, including but not limited to email, phone calls, and project management tools.
5.2.2 Our preferred tools are, in order of preference:
Task creation and feedback: ClickUp
Direct communication:
Clarification or additional input: Google Meet
Urgent communication: Phone Call (Project Manager only)
5.2.2 The Client shall ensure accessibility and responsiveness via the designated communication channels to facilitate timely communication and decision-making.
5.3 Incident Handling and Prioritization
5.3.1 In the case of incidents with products, the Client is responsible for indicating the level of severity of the incident that is reported. There are 4 levels of severity:
Critical — Unavailable, Total Loss of Service
High — Function unavailable, Deadline imminent
Normal — No specific time constraint
Low — No specific priority
Chapter 6: Quality Assurance
6.1 Review and Approval Process
6.1.1 Upon completion of each milestone or deliverable, the Service Provider shall submit the work to the Client for review and approval.
6.1.2 The Client agrees to promptly review submitted deliverables and provide feedback within the agreed-upon timeframe, clearly specifying any revisions or modifications required.
6.2 Handling of Revisions and Modifications
6.2.1 The Service Provider shall process revisions and modifications requested by the Client within the scope of the agreed-upon project requirements. Each revision shall be tracked by time and the agreement should accommodate the budget to execute these requested revisions.
6.2.2 Any revisions or modifications requested by the Client that fall outside the available budget of the original agreement may incur additional fees or require a separate change request process, to be mutually agreed upon by both Parties.
Chapter 7: Confidentiality
7.1 Confidentiality Agreements and Data Protection
7.1.1 The Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the project, including but not limited to trade secrets, business strategies, and technical specifications.
7.1.2 The Service Provider shall take reasonable measures to protect the confidentiality and security of any sensitive information provided by the Client, in accordance with applicable data protection laws and regulations.
Chapter 8: Payment Terms
8.1 Billing Structure
8.1.1 The Client shall be invoiced based on the agreed-upon billing structure, which may include hourly rates, fixed project fees, or monthly retainer fees, as specified in the proposal or agreement between the Parties.
8.1.2 The Service Provider reserves the right to adjust billing rates or fees upon providing the Client with reasonable advance notice, subject to mutual agreement.
8.2 Payment Schedule and Terms
8.2.1 Invoices shall be issued by the Service Provider to the Client at regular intervals, as outlined in the payment schedule agreed upon by both Parties.
8.2.2 Payment terms shall be 30 days from the date of invoice unless otherwise specified in writing.
8.2.3 The Client agrees to remit payment to the Service Provider in the currency specified in the invoice.
8.3 Late Payment Penalties and Consequences
8.3.1 In the event of late payment, the Client shall be subject to late payment penalties as specified in the agreement, which may include interest charges or suspension of services until outstanding payments are received.
8.3.2 The Service Provider reserves the right to pursue legal remedies for unpaid invoices, including but not limited to collection proceedings and termination of services.
Chapter 9: Termination of Agreement
9.1 Conditions for Termination by Either Party
9.1.1 Either Party may terminate this Agreement upon providing written notice to the other Party in accordance with the termination provisions outlined herein.
9.1.2 Termination may occur under the following circumstances:
Material breach of contract by either Party, subject to a cure period as specified in Section 9.2.
Mutual agreement between the Parties to terminate the Agreement.
Unforeseen circumstances or events beyond the control of either Party that render performance impossible or commercially impracticable.
9.2 Process for Termination
9.2.1 In the event of a material breach of contract, the non-breaching Party shall provide written notice to the breaching Party, specifying the nature of the breach and providing a reasonable cure period for remedying the breach.
9.2.2 If the breach is not remedied within the specified cure period, the non-breaching Party may terminate the Agreement with immediate effect.
9.3 Settlement of Outstanding Payments and Obligations
9.3.1 Upon termination of the Agreement, the Parties shall settle any outstanding payments or obligations in accordance with the terms and conditions of this Contract.
9.3.2 The Service Provider shall be entitled to receive payment for all services rendered up to the date of termination, including any additional costs or expenses incurred as a result of termination.
Chapter 10: Dispute Resolution
10.1 Procedure for Resolving Disputes or Disagreements
10.1.1 In the event of any dispute or disagreement arising under this Agreement, the Parties shall make reasonable efforts to resolve the matter amicably through good-faith negotiations and discussions.
10.1.2 Either Party may initiate the dispute resolution process by providing written notice to the other Party, specifying the nature of the dispute and proposing potential solutions for resolution.
10.2 Jurisdiction and Governing Law
10.2.1 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.
Chapter 11: Amendments and Modifications
11.1 Process for Amending or Modifying the Agreement
11.1.1 Any amendments or modifications to this Agreement shall be made in writing and signed by authorized representatives of both Parties.
11.1.2 Proposed amendments may be initiated by either Party by providing written notice to the other Party, specifying the nature of the proposed amendment and the rationale for the change.
11.2 Requirements for Written Consent
11.2.1 Any proposed amendments or modifications to this Agreement shall require the written consent of both Parties to be valid and enforceable.
11.2.2 Oral agreements or understandings shall not constitute valid amendments to this Agreement unless subsequently confirmed in writing by both Parties.