Terms of Service

1. Definitions and Identity

Valara Studio is a trade name (brand) operated by JBr WebSolutions, a sole proprietorship registered in the Netherlands (Chamber of Commerce number 94902755, registration number 000060346515), with its principal place of business at Lagemorgenlaan 7, 5223 HV 's-Hertogenbosch, the Netherlands. All services marketed under the Valara Studio brand are contracted through and legally binding on JBr WebSolutions. Contact: [email protected] · (407) 545-8301.

"Client" means any individual or legal entity that engages Valara Studio for services by accepting a proposal or otherwise entering into an agreement.

"Services" means all work performed by Valara Studio, including but not limited to web design, web development, managed hosting, website maintenance, SEO optimization, copywriting, Google Ads setup, and any related digital services as specified in a proposal.

"Agreement" means the accepted proposal, these Terms of Service, and any written addenda, taken together.

"Deliverables" means all websites, pages, design assets, code, and other work product specifically created for the Client under an Agreement.

2. Applicability and Order of Precedence

These Terms apply to all proposals, agreements, and services provided by Valara Studio, unless expressly superseded in writing. In the event of conflict, the following order of precedence applies: (1) the signed or electronically accepted project proposal; (2) any separate data processing agreement or service level agreement; (3) these Terms of Service; (4) terms of third-party subcontractors or platforms, to the extent incorporated by reference.

Any terms or conditions proposed by the Client are expressly rejected unless Valara Studio accepts them in writing.

3. Quotes, Orders, and Agreement Formation

The Agreement is formed when the Client accepts a written or electronic proposal from Valara Studio. Acceptance may be expressed by written confirmation, electronic signature, payment of a deposit, or written instruction to proceed.

Proposals describe the scope, deliverables, timeline, and pricing; only the services described in the accepted proposal are included. All information provided by the Client in connection with a project must be accurate and complete. Errors or omissions in Client-supplied information may result in price or timeline adjustments.

Proposals are valid for 14 days from the date of issue unless otherwise stated. Valara Studio reserves the right to withdraw or revise a proposal before acceptance.

4. Services and Approach

Valara Studio provides services on a best-efforts basis. We work diligently and professionally, but we do not guarantee specific outcomes such as search engine rankings, traffic levels, or conversion rates. SEO and digital marketing results depend on factors outside our control including search engine algorithms, competition, and market conditions.

For web design projects: after receiving required content and materials from the Client, Valara Studio will deliver a design for review. The Client receives one structured feedback round to request revisions. Following that round, any changes requested that fall outside the originally agreed scope are subject to additional fees (see Section 8). If the Client does not provide written feedback within the agreed review period, the deliverable is deemed accepted.

For hosting and maintenance services: Valara Studio will maintain reasonable availability and security standards but does not guarantee uninterrupted service. Scheduled maintenance will be performed outside business hours where possible; emergency maintenance may occur at any time.

5. Packages and Pricing

Valara Studio offers the following standard packages (one-time fees):

• Launch Page — $499: Single-page website, mobile-first, local SEO optimization, delivered within 5 business days.
• Starter Site — $899: Up to 5 pages, custom design, Google Business Profile setup, delivered within 10 business days.
• Business Site — $1,499: Up to 10 pages, advanced SEO, Google Analytics 4 integration, delivered within 15 business days.

Recurring monthly services include:

• Hosted — $29/month: CDN, SSL, daily backups, uptime monitoring.
• Managed — $79/month: Hosting plus up to 2 hours of monthly updates, performance report, and Google Business Profile posts.
• Growth Partner — $149/month: Everything in Managed, plus up to 5 hours per month, quarterly strategy call, and ongoing SEO management.

Optional add-on services (one-time fees):

• Local SEO Jumpstart — $297
• Review Generation Setup — $197
• Additional Page — $149 per page
• Copywriting — $297
• Google Ads Setup — $497
• Analytics Setup — $197
• Speed Optimization — $247
• Website Audit — $97

All prices are in US Dollars (USD). Prices are exclusive of any applicable taxes. Valara Studio may adjust pricing for recurring services with at least 60 days' prior written notice. If the Client does not accept a price increase, they may cancel the recurring service before the new price takes effect.

Delivery timelines are estimates and not guaranteed deadlines. Delays caused by the Client (e.g., late delivery of content or feedback) will extend the timeline accordingly.

6. Term, Renewal, and Cancellation of Recurring Services

Monthly recurring services (hosting, care plans) commence on the date the service is activated and renew automatically on a month-to-month basis. Either party may cancel recurring services with 30 days' written notice prior to the next billing date.

Upon cancellation of hosting, Valara Studio will provide the Client with a ZIP archive of the website files within 5 business days. Domain names registered by or transferred to the Client remain the Client's property.

Valara Studio may suspend or terminate services immediately upon material breach by the Client, including non-payment, or in the circumstances described in Section 17.

7. Acceptance and Delivery

After completing a project, Valara Studio will present the work for Client review. The Client has 5 business days to provide written feedback. Feedback must be specific and consolidated; general disapproval without specific issues identified does not constitute a valid rejection.

The project is deemed accepted and complete upon: (a) the Client's written approval; (b) expiration of the 5-business-day review period without written response; (c) the website going live; or (d) receipt of the final payment, whichever occurs first.

All delivery timelines stated in proposals are estimates and not contractual deadlines. Valara Studio is not liable for delays caused by third parties, Client delays, or circumstances outside its reasonable control.

8. Additional Work and Changes

Work outside the agreed scope — including additional pages, extra revision rounds, post-acceptance changes, content creation beyond the included scope, or updates not covered by the active care plan — constitutes additional work and will be quoted and billed separately.

Additional work performed at the Client's explicit request or with the Client's knowledge and implied approval will be invoiced at Valara Studio's then-current hourly rate or agreed flat fee, even in the absence of a separate written order.

9. Payment Terms

One-time projects: A non-refundable deposit of 50% of the total project fee is due before work commences. The remaining 50% is due upon delivery of the completed Deliverables and before the website goes live, unless otherwise agreed in writing.

Recurring services: Monthly fees are billed in advance on or around the same date each month.

Add-on services: Invoiced upon completion unless otherwise agreed.

Invoices are due within 14 calendar days of the invoice date. Payments must be made without deduction, offset, or withholding unless required by law.

Overdue invoices accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. The Client is also responsible for any reasonable collection costs, including attorneys' fees, incurred to collect past-due amounts.

Cancellation by the Client before delivery: The 50% deposit is non-refundable. If cancellation occurs after more than 50% of the work has been completed, Valara Studio may invoice for the proportional value of work performed, up to the full project fee.

10. Client Obligations and Content Delivery

The Client is responsible for providing all required information, content, images, logos, and login credentials in a timely manner. Valara Studio is not responsible for project delays resulting from late, incomplete, or incorrect Client-supplied materials.

The Client represents and warrants that all content, images, and materials supplied to Valara Studio: (a) are owned by or properly licensed to the Client; (b) do not infringe any third-party intellectual property rights; (c) are not defamatory, obscene, or unlawful; and (d) comply with applicable advertising and trade laws including FTC disclosure requirements.

The Client is solely responsible for the accuracy, legality, and appropriateness of all content published on their website and indemnifies Valara Studio against any third-party claims arising from that content.

ADA / WCAG Accessibility: Valara Studio builds websites to generally accepted accessibility standards at the time of delivery. However, the Client is solely responsible for maintaining and ensuring their website's ongoing compliance with the Americans with Disabilities Act (ADA), WCAG guidelines, and any other applicable accessibility laws after delivery. Valara Studio does not provide legal advice on accessibility compliance.

11. Intellectual Property and License

Upon receipt of full payment, Valara Studio assigns to the Client all copyright in the custom visual design and bespoke code created specifically for the Client's project, excluding: (a) open-source frameworks, libraries, and plugins subject to their own licenses; (b) third-party stock assets licensed for use; (c) any pre-existing proprietary components owned by Valara Studio.

Before full payment is received, the Client has no right to use, publish, or deploy any Deliverables.

Valara Studio retains the right to display completed projects in its portfolio and marketing materials, provided no confidential Client information is disclosed. The Client grants Valara Studio a non-exclusive, perpetual license for this purpose.

Open-source components included in the website are subject to their respective licenses (e.g., MIT, Apache 2.0). Valara Studio will disclose material open-source components upon request.

The Client may not remove, alter, or obscure any copyright notices or attribution embedded in the Deliverables.

12. Hosting, Uptime, and Backups

Managed hosting services are delivered via Cloudflare Pages (CDN, SSL, global edge network). Valara Studio targets 99.9% monthly uptime for hosted websites, excluding scheduled maintenance windows and circumstances beyond our control.

Daily backups are performed as part of all hosting plans. Backups are retained for a rolling 7-day period. Backup restoration upon Client request is included; Valara Studio makes reasonable efforts to restore but does not guarantee complete data recovery in all circumstances.

Valara Studio may take a website temporarily offline for maintenance, security patching, or in response to abuse, DDoS attacks, or legal orders. Where practicable, notice will be provided in advance.

13. Third Parties, Domains, and Email

Valara Studio may use third-party platforms including Cloudflare, AWS, and Google in delivering services. The Client acknowledges that the terms and acceptable use policies of these platforms apply to hosted content.

Domain name registration is subject to the rules of the relevant registrar and ICANN. Valara Studio plays a facilitation role and cannot guarantee domain availability or assignment. The Client is the registrant of their own domain and is responsible for renewal.

Email configuration services (Google Workspace, Microsoft 365 setup) are a one-time setup service. Ongoing licensing fees for those platforms are the Client's direct responsibility. Valara Studio does not provide email hosting.

14. Disclaimer of Warranties

THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VALARA STUDIO AND JBR WEBSOLUTIONS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VALARA STUDIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VALARA STUDIO SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

VALARA STUDIO MAKES NO GUARANTEES REGARDING SEARCH ENGINE RANKINGS, WEBSITE TRAFFIC, LEAD GENERATION, SALES, OR ANY OTHER BUSINESS OUTCOME. RESULTS FROM SEO, GOOGLE ADS, OR ANY OTHER DIGITAL MARKETING SERVICE DEPEND ON FACTORS OUTSIDE VALARA STUDIO'S CONTROL AND MAY VARY SIGNIFICANTLY.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALARA STUDIO, JBR WEBSOLUTIONS, OR THEIR OWNERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VALARA STUDIO'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO VALARA STUDIO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $500, WHICHEVER IS GREATER.

The foregoing limitations do not apply to: (a) the Client's obligation to pay fees owed; (b) either party's indemnification obligations; or (c) damages resulting from gross negligence or willful misconduct by Valara Studio.

16. Indemnification

The Client agrees to defend, indemnify, and hold harmless Valara Studio, JBr WebSolutions, and their respective owners, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) the Client's breach of these Terms; (b) Client-supplied content or materials; (c) the Client's use of the Deliverables in a manner not authorized by these Terms; (d) the Client's violation of applicable law; or (e) any third-party claim that the Client's website or business violates any law or third-party right.

17. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from events beyond their reasonable control, including but not limited to: internet or telecommunications outages, DDoS attacks, power failures, natural disasters, pandemics, government orders, war, civil unrest, strikes, or failure of third-party service providers. The affected party shall notify the other promptly and resume performance as soon as reasonably practicable.

Services rendered or substantially completed before a force majeure event may be invoiced at the proportional value of work performed.

18. Privacy and Data

Valara Studio's collection and use of personal data in connection with its services is governed by the Privacy Policy, incorporated herein by reference.

Where Valara Studio processes personal data on behalf of the Client (e.g., contact form submissions routed through the website), Valara Studio acts as a data processor and the Client acts as the data controller. The Client is responsible for ensuring a lawful basis for any such processing and for informing end-users appropriately.

Both parties agree to keep confidential any non-public information received from the other party in the course of the engagement and not to disclose it to third parties without prior written consent, except as required by law.

19. Suspension and Termination for Cause

Valara Studio may immediately suspend or terminate services, without liability, upon: (a) the Client's failure to pay any amount due after a 7-day cure notice; (b) the Client's material breach of these Terms that remains uncured for 14 days after written notice; (c) the Client's use of services in a manner that violates applicable law, harms third parties, or jeopardizes the security or reputation of Valara Studio or its infrastructure; or (d) the Client's insolvency, bankruptcy filing, or cessation of business operations.

Upon termination for cause, all outstanding fees for work performed become immediately due and payable. Recurring fees continue to accrue until cancellation is effective.

20. Modifications to These Terms

Valara Studio may update these Terms from time to time. For existing Clients with active recurring services, changes will be communicated by email or notice on the website at least 30 days before taking effect. Continued use of services after the effective date constitutes acceptance of the revised Terms. If the Client does not agree, they may cancel recurring services before the effective date.

21. Dispute Resolution

Informal Resolution: Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days following written notice of the dispute.

Formal Proceedings: If the dispute is not resolved informally within 30 days, either party may submit the matter to the competent court in the district where 's-Hertogenbosch is located, the Netherlands, without prejudice to Valara Studio's right to bring proceedings before any other court with jurisdiction under applicable law.

Injunctive Relief: Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief from a competent court to prevent irreparable harm.

22. Governing Law

These Terms and any agreement between the parties are governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Valara Studio is a trade name of JBr WebSolutions, a sole proprietorship established and operating in the Netherlands. All services are contracted through and performed by JBr WebSolutions from its registered place of business in 's-Hertogenbosch, the Netherlands. Clients engaging Valara Studio acknowledge that they are entering into a contract governed by Dutch law with a Dutch entity.

23. General Provisions

Entire Agreement: These Terms, together with any accepted proposal and addenda, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, and understandings.

No Verbal Modifications: These Terms may only be modified by a written agreement signed by both parties. No verbal agreement, email, or course of dealing shall constitute a modification.

Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Assignment: Valara Studio may assign its rights and obligations under these Terms to any affiliate or successor entity without consent. The Client may not assign these Terms without Valara Studio's prior written consent.

No Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that provision.

Electronic Acceptance: The Client's electronic acceptance of a proposal, payment of a deposit, or written instruction to proceed constitutes a legally binding agreement under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.

Notices: Notices under these Terms shall be in writing and sent by email to the last known email address of the receiving party. Notices to Valara Studio shall be sent to [email protected].

Relationship of Parties: The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.