Terms & Conditions
Inzone Studio, a trading name of Neptune Design, SL
Last updated: 18 October 2026
1. Parties and Definitions
These Terms and Conditions (“Terms”) govern the relationship between Neptune Design, SL, a company registered in Spain with tax identification number (NIF) B56807696, whose registered address is Carrer del Rosselló 198 4º 2ª, 08008 Barcelona, Spain (“the Studio”), and any individual or legal entity that engages the Studio for web design, hosting, maintenance, or related services (“the Client”).
These Terms apply exclusively to subscription-based engagements. One-off website projects — where the Client purchases a website without an ongoing subscription — are governed by a separate project agreement and these Terms do not apply to such engagements.
The Studio’s services are offered to businesses and professionals only. By entering into a Client Agreement, the Client confirms that it acts for purposes relating to its trade, business, or profession and not as a consumer.
For the purposes of these Terms:
“Client Agreement” means the agreement signed by the Studio and the Client that sets out the plan, fees, and other engagement-specific terms, and which incorporates these Terms.
“Subscription” means the monthly fee paid by the Client to the Studio for the services described herein.
“Foundation Plan” means the base subscription tier selected by the Client, covering web design, managed hosting, maintenance, and ongoing site care as described herein.
“Growth Plan” means the Foundation Plan provided by the Studio, combined with SEO services that the Client contracts for and pays directly to a Specialist Partner under a separate agreement. Under the Growth Plan, the Studio provides and invoices the Foundation Plan only.
“Launch Date” means the date on which the Client’s website is made publicly accessible on their live domain. If the Studio notifies the Client in writing that the website is ready for launch and the Client delays going live, the Launch Date shall be deemed to be the date of that notification. The Launch Date may also be deemed in accordance with Section 8.1. A deemed Launch Date applies for all purposes under these Terms and the Client Agreement, including billing, the Commitment Period, and the calculation of the buyout price.
“First Billing Date” means the first 5th day of a calendar month falling after the Launch Date or, where the Launch Date falls on the 5th day of a month, the Launch Date itself.
“Commitment Period” has the meaning given in Section 3.3.
“Buyout” means the purchase by the Client of the website in accordance with Section 5.2.
“Thirty-Minute Task” means a content edit, update, new blog post, or change that can be completed in 30 minutes or less, as further defined in Section 4.
“Specialist Partners” means any third-party agency or individual that provides SEO or other digital marketing services to the Client under a separate agreement between the Client and that third party, coordinated through the Studio.
“Studio Materials” means the Studio’s pre-existing or generally applicable know-how, methods, code libraries, frameworks, templates, design components, and tools that are not created specifically for the Client’s website.
“Material Breach by the Studio” means a sustained failure to maintain the website online for a period exceeding 72 consecutive hours for reasons within the Studio’s reasonable control, or a fundamental failure to deliver the agreed services that remains unremedied after 30 days’ written notice from the Client.
2. Services
2.1 Foundation Plan
The Studio provides web design, managed cloud hosting, maintenance, and ongoing site care under a monthly subscription. The specific scope of the Foundation Plan selected by the Client is set out in the Client Agreement.
The page allowance of each Foundation Plan tier refers to the website’s designed pages. Legal pages (legal notice, privacy policy, and cookie policy), system pages (including the 404 error page and form confirmation pages), individual blog posts, and translated versions of existing pages do not count toward the allowance. The blog index page counts as one page.
Foundation Plan clients receive a quarterly performance report covering site traffic, uptime, and a summary of updates and maintenance completed during the quarter. Reports are delivered within 14 days of the end of each calendar quarter. Growth Plan clients receive monthly SEO reporting directly from the Specialist Partner in place of the quarterly performance report.
2.2 Add-on Services
Copywriting, multilingual setup, and branding are available as one-time add-ons provided by the Studio. The scope, price, and payment schedule of each add-on are set out in the Client Agreement. Add-on fees are separate from the Subscription and do not affect the monthly fee, the down payment, or the buyout price.
Add-on fees are non-refundable once work on the relevant add-on has commenced. If the Client asks the Studio to stop an add-on before completion, the Studio will deliver the work completed to date, and any unpaid fees for that work become due. Ownership of add-on deliverables is governed by Section 5.11.
2.3 Specialist Partners
2.3.1 Separate agreement
SEO services are provided by a Specialist Partner under a separate agreement between the Client and that Specialist Partner. The Client pays all SEO fees, including any SEO setup fee, directly to the Specialist Partner. The Studio is not a party to that agreement, does not provide or invoice SEO services, and accepts no liability for the Specialist Partner’s services or fees, for search ranking outcomes, or for any results-based claims in connection with those services.
2.3.2 Independent agreements
The Client Agreement and the Client’s agreement with the Specialist Partner are independent of each other. The termination, suspension, or variation of one does not terminate, suspend, or vary the other. The Client’s obligations under these Terms, including the Commitment Period, are not affected by its agreement with the Specialist Partner.
2.3.3 Coordination and change requests
The Studio coordinates with the Specialist Partner so that SEO work is consistent with the website. Where the Specialist Partner asks the Studio to make changes to the website:
- routine SEO changes, such as meta tags, redirects, and minor technical adjustments, are made at no additional charge and do not count against the Client’s monthly allocation of Thirty-Minute Tasks;
- changes that fall within the definition of a Thirty-Minute Task count against the Client’s monthly allocation; and
- any other work, including new pages, design or layout changes, structural changes, new functionality, and Thirty-Minute Tasks beyond the monthly allocation, is charged as additional work in accordance with Section 3.9.
2.3.4 Access
Where the Client engages a Specialist Partner through the Studio, the Client authorises the Studio to grant that Specialist Partner direct access to the website backend for the purpose of SEO work, at the access level the Studio reasonably considers necessary. This authorisation constitutes the Client’s prior written consent for the purposes of Sections 5.8, 5.9, and 8.7. The Studio may restrict or withdraw such access where it reasonably considers that its use puts the security, stability, or integrity of the website at risk, and will notify the Client and the Specialist Partner accordingly. Any disruption, damage, or loss of functionality caused by changes made by the Specialist Partner does not constitute a service failure by the Studio, and remedial work may be charged in accordance with Section 8.7.
2.3.5 Referral fee
The Studio may receive a referral fee from a Specialist Partner in connection with the Client’s agreement with that Specialist Partner. Any such fee does not affect the fees payable by the Client under the Client Agreement.
2.4 Legal Pages
The Studio will create standard legal pages — including privacy policy, cookie policy, and legal notice — as part of the website build. These pages are provided as a starting point based on general best practice and do not constitute legal advice. The Client is solely responsible for ensuring all legal page content complies with applicable laws and regulations in their jurisdiction, including but not limited to GDPR, LOPDGDD, and applicable US state privacy laws. The Studio strongly recommends the Client have all legal page content reviewed by a qualified attorney before the site goes live. The Studio accepts no liability for any consequences arising from the Client’s use of standard legal page templates without independent legal review.
3. Subscription and Payment
3.1 Down Payment
A down payment equal to one month’s Foundation Plan fee, at the standard rate, is required before work commences. The down payment is applied in accordance with Section 3.2 and is non-refundable once work has commenced. Work is deemed to have commenced upon the Studio’s first substantive action in connection with the project after receipt of the down payment, including but not limited to design research, content planning, or staging site setup.
3.2 Monthly Subscription
The monthly subscription fee is charged automatically on the 5th of each month, beginning on the First Billing Date. The down payment is applied first to the period from the Launch Date to the First Billing Date, at a daily rate equal to the monthly Foundation Plan fee divided by 30, up to the amount of the down payment. Any remaining balance of the down payment is credited against the first monthly subscription payment via the Client’s Stripe account balance. Where the Launch Date falls on the 5th of a month, the whole down payment is credited against the first monthly subscription payment.
3.3 Minimum Commitment Period
The Client commits to a minimum subscription period of twelve months from the Launch Date (“the Commitment Period”), subject to any extension under Section 5.2.4. The Client may not cancel the subscription during the Commitment Period except in the event of Material Breach by the Studio as defined in Section 1. Notice of termination may be given during the final month of the Commitment Period, to take effect in accordance with Section 3.4.
3.4 After the Commitment Period
Following the Commitment Period, the subscription continues on a month-to-month basis. Either party may terminate the subscription by giving at least 30 days’ written notice. Termination takes effect on the first billing date that falls at least 30 days after the notice is received, and not before the end of the Commitment Period. No further subscription fee is charged from that date.
3.5 Failed Payments
If a payment fails, the Studio will notify the Client and the payment will be retried automatically. If the payment remains unresolved after 14 days, the Studio reserves the right to suspend the website. If the payment remains unresolved after a further 30 days, the Studio reserves the right to terminate the subscription and take the website offline permanently.
During the Commitment Period, the Client remains liable for all subscription fees due for the remainder of the Commitment Period regardless of suspension or termination due to non-payment. The Studio reserves the right to pursue recovery of unpaid amounts through available legal channels.
Following termination due to non-payment, the Studio will retain website files for a period of 30 days, during which the Client may exercise the buyout option subject to full payment of all outstanding subscription fees and the buyout price. After 30 days, the Studio reserves the right to permanently delete all website files.
3.6 Price Adjustments
The Studio reserves the right to adjust subscription fees with 30 days’ written notice to the Client. The Client may terminate the subscription without penalty if they do not accept the adjusted fees, provided written notice is given within 30 days of receiving notification of the price adjustment. Price adjustments do not affect any rights or obligations that have already arisen under the previous fee structure. The buyout price is calculated on the standard Foundation Plan fee in force at the time of the first buyout payment, as provided in Section 5.2.1.
3.7 Currency
All invoices are issued in the currency specified in the Client Agreement. Where dual pricing is provided in USD and EUR, the contractual currency is as specified in the Client Agreement.
3.8 Taxes
All fees are exclusive of applicable taxes. Clients based in Spain are subject to IVA at the applicable rate, currently 21%. Clients established in another EU member state that provide a valid VAT identification number are invoiced without IVA under the reverse-charge mechanism. Clients outside Spain are solely responsible for determining and paying any taxes applicable in their jurisdiction. The Studio issues invoices in compliance with applicable Spanish tax law.
3.9 Additional Work
Work beyond the scope of the Client Agreement, including Thirty-Minute Tasks beyond the monthly allocation, will be charged at €90 / $100 per hour. Additional work will be agreed in writing before it commences and will be invoiced monthly. Payment for additional work is due within 14 days of the invoice date.
3.10 Tier Changes
The Client may request a change of subscription tier with 30 days’ written notice. Any change in tier takes effect at the start of the following billing period. A downgrade during the Commitment Period is not permitted. This Section applies to the Foundation Plan only; changes to SEO services are governed by the Client’s agreement with the Specialist Partner.
4. Thirty-minute Tasks
4.1 Definition
A Thirty-Minute Task is a content edit, update, new blog post, or change that can be completed in 30 minutes or less. Thirty-Minute Tasks do not include new functionality, structural changes, additional pages, adding new sections to existing pages, changing the layout or design of any page, installing or configuring plugins, or any work that affects the technical structure of the website.
4.2 Monthly Allocation
The monthly allocation of Thirty-Minute Tasks is determined by the Client’s Foundation Plan tier:
- Small: 2 tasks per month
- Medium: 4 tasks per month
- Large: 6 tasks per month
A maximum of one Thirty-Minute Task may be requested per day. Unused tasks do not roll over to the following month.
4.3 Turnaround
The Studio will use reasonable endeavours to complete Thirty-Minute Tasks within five working days of the request being received.
4.4 Additional Tasks
Tasks beyond the monthly allocation are available at the hourly rate specified in Section 3.9.
4.5 Specialist Partner Requests
Changes requested by a Specialist Partner are treated in accordance with Section 2.3.3.
5. Ownership and Intellectual Property
5.1 Ownership During Subscription
Subject to Sections 5.7 and 5.11, the Studio retains full ownership of the website, design, code, and all associated files during the active subscription period. The Client is granted a non-exclusive licence to use the website for the duration of the active subscription. This licence terminates upon cancellation or termination of the subscription, as set out in Section 10.3.
5.2 Buyout Option
From the Launch Date, the Client may purchase the website at any point during the active subscription by requesting a buyout in writing. Requesting a buyout does not constitute cancellation of the subscription or release from the Commitment Period. If a buyout is not completed for any reason, the subscription continues in accordance with Section 5.2.4.
5.2.1 Buyout Price
The buyout price is determined by the date of the first buyout payment, not the date of notification.
Where the first buyout payment is made before the twelve-month anniversary of the Launch Date, the buyout price is equivalent to 24 months of the Client’s Foundation Plan fee at the standard rate applicable at the time of the first payment.
Where the first buyout payment is made on or after the twelve-month anniversary of the Launch Date, the buyout price is equivalent to 18 months of the Client’s Foundation Plan fee at the standard rate applicable at the time of the first payment.
The buyout price is calculated on the standard Foundation Plan rate, not on any promotional or discounted rate, and is based on the Foundation Plan fee only, including for Growth Plan clients. Previous subscription payments do not contribute toward or reduce the buyout price.
5.2.2 Notification
The Client must notify the Studio in writing of their intention to buy out the website by the 20th of the month preceding the intended first payment date. The first buyout payment is due on the 5th of the following month. If the Client does not make the minimum first payment on the due date, the buyout request lapses automatically and the subscription continues without interruption.
5.2.3 Payment structure
The buyout may be paid in a single payment or in up to three installments, paid on the 5th of up to three consecutive months, beginning with the month of the first buyout payment. The final installment must be received no later than the 5th of the second month after the month of the first buyout payment (“the Buyout Window”). Installments do not need to be equal in amount.
The first installment must be a minimum of 33% of the total buyout price.
During the Buyout Window, monthly Foundation Plan subscription payments are suspended and replaced by buyout installments. Hosting and maintenance services continue uninterrupted. The Client’s agreement with any Specialist Partner is not affected.
All buyout payments are interest-free.
5.2.4 Failed buyout
If the full buyout price is not received by the end of the Buyout Window, the buyout is cancelled and the subscription reactivates on the next billing date. Amounts paid during the Buyout Window are retained by the Studio and applied as a credit against future subscription fees; they are not refunded in cash. The Commitment Period is extended by the number of months for which subscription payments were suspended.
If the buyout fails during the Commitment Period, the Client remains liable for all remaining fees under the Commitment Period.
5.2.5 Repeat buyout attempts
Following a failed buyout, the Client must complete a minimum of three consecutive monthly subscription payments before requesting another buyout. A subsequent buyout starts from zero: amounts credited from the failed buyout do not carry forward as buyout credit. The buyout price for the new request is calculated in accordance with Section 5.2.1.
5.2.6 Buyout Delivery and Related Provisions
On receipt and confirmation of the full buyout price:
- the subscription terminates and the Client is released from any remaining Commitment Period;
- the rights described in Section 5.2.8 are assigned to the Client;
- the website files are delivered in accordance with Section 5.3 and administrative access is transferred; and
- hosting by the Studio continues until 14 days after delivery of the website files, to allow migration, and then ends, unless the parties agree a separate hosting arrangement in writing.
5.2.7 No Administrative Access Until Completion
Until the full buyout price has been received and confirmed, no administrative access to the website is transferred and Section 5.8 continues to apply.
5.2.8 Assignment of Rights on Buyout
With effect from receipt of the full buyout price, the Studio assigns to the Client, on an exclusive basis, worldwide, and for the full legal term of protection, the economic rights of reproduction, distribution, public communication, and transformation in the design, code, and content created by the Studio specifically for the Client’s website. The assignment does not include Studio Materials or third-party materials. The Studio grants the Client a non-exclusive, perpetual, worldwide, royalty-free licence to use any Studio Materials incorporated in the website, solely for the operation and modification of that website. Third-party software and stock photography are governed by Sections 5.5 and 5.6.
5.3 Buyout Delivery
Upon receipt of full buyout payment, the Studio will deliver a complete export of the website files and database to the Client within 30 days. The Client is responsible for arranging hosting capable of supporting the transferred site. The Studio will provide reasonable guidance on hosting requirements but accepts no responsibility for the Client’s hosting setup after transfer.
5.4 Transition Support
Transition support beyond file delivery is available as a paid add-on at the hourly rate specified in Section 3.9. Transition support must be requested in writing before the buyout transfer commences.
5.5 Third-Party Software and Plugins
The website may be built using third-party software, plugins, and tools licensed to the Studio. These licences do not transfer to the Client upon buyout. Upon buyout, the Client is responsible for obtaining their own licences for any third-party software required to maintain and operate the site. The Studio will provide a complete list of required third-party licences at the time of buyout. The Studio makes no guarantee that third-party software will remain available, compatible, or at the same price point after transfer. The Studio accepts no liability for any disruption to the website caused by the Client’s failure to obtain required third-party licences after buyout.
5.6 Stock Photography
The website may incorporate third-party stock photography licensed by the Studio for use during the active subscription. These licences do not transfer to the Client upon buyout. Upon buyout, the Client is responsible for obtaining their own licences for any stock photography they wish to retain. The Studio will provide a complete list of licensed stock images at the time of buyout. The Studio accepts no liability for the Client’s use of stock photography after the transfer date.
5.7 Client-Provided Content
The Client retains all rights in the content it provides to the Studio, including text, images, photography, video, logos, and trademarks, and grants the Studio a non-exclusive licence to use that content for the purpose of providing the services. The Client warrants that they have full rights to use all content — including before/after images — provided to the Studio for inclusion on the website. The Client indemnifies the Studio against any intellectual property claims arising from client-provided content.
5.8 Backend Access
During the active subscription period, the Client is not granted administrative access to the website backend. The Studio retains sole administrative access to the website, its hosting environment, and all associated accounts and credentials.
If the Client requires access to the website backend for the purpose of managing content — such as updating blog posts or editing existing text — limited editor-level access may be granted at the Studio’s discretion upon written request. Editor access does not include the ability to install, modify, or delete plugins, themes, or any structural elements of the site.
Access granted to a Specialist Partner is governed by Section 2.3.4.
Full administrative access is transferred to the Client only upon completion of the buyout process in accordance with Section 5.2.6. Until that time, any modifications to the website must be requested through the Studio in accordance with Section 4.
The Client agrees not to attempt to access the website backend beyond the access level granted, and not to share any access credentials provided by the Studio with any third party without prior written consent.
5.9 Protection of Studio Work
Until completion of a buyout, the website, including its design, code, structure, visual elements, and all associated files, is the exclusive intellectual property of Neptune Design, SL and is protected under applicable copyright law.
The Client agrees not to:
- reproduce, duplicate, copy, or attempt to replicate the website design, code, structure, or visual elements — in whole or in part — for any purpose other than the operation of their own website as delivered by the Studio;
- export, download, or transfer the website files, database, or any component thereof to any third-party hosting environment without the prior written consent of the Studio;
- reverse engineer, decompile, or otherwise attempt to extract the source code or structural components of the website;
- share, sublicense, or transfer any element of the website to any third party without the prior written consent of the Studio; or
- grant any third-party developer, agency, or individual access to the website backend without the prior written consent of the Studio, other than as provided in Section 2.3.4.
Any breach of this Section constitutes a material breach of these Terms and entitles the Studio to terminate the subscription immediately and pursue appropriate legal remedies, including but not limited to injunctive relief and damages.
Following termination or cancellation of the subscription for any reason other than completion of the buyout process, the Client has no continuing right to use, reproduce, or display any design elements, code, or visual components from the website, except as provided in Sections 5.7 and 5.11.
The Studio reserves the right to include hidden identification markers within the website code for the purpose of establishing authorship in the event of an intellectual property dispute. Until completion of a buyout, the Client agrees not to remove or alter any such markers.
5.10 Non-Transferability
The subscription, the licence to use the website, and any associated agreements — including the buyout option — are personal to the Client and are non-transferable without the prior written consent of the Studio. Any purported transfer without consent constitutes a material breach of these Terms.
5.11 Add-on Deliverables
On full payment of the relevant add-on fee, the Client owns the final approved deliverables of the branding add-on, such as final logo files and brand guidelines, and the final website copy produced under the copywriting add-on, and may continue to use them after the subscription ends. Unselected concepts, drafts, and working files remain the property of the Studio. Multilingual setup forms part of the website and is subject to Section 5.1.
6. Domain and Email Hosting
6.1 Domain
The Client must own and maintain their own domain at all times. The Studio will assist with DNS configuration but accepts no responsibility for domain registration, renewal, or any consequences of the Client failing to maintain their domain registration. The Client must ensure their domain registration details are kept current and that the domain does not lapse at any point during the active subscription. The Studio will make reasonable efforts to notify the Client of an impending domain expiry if it becomes aware of one, but accepts no responsibility for monitoring domain renewal dates. If the Client’s domain expires and the website goes offline as a result, this does not constitute a service interruption attributable to the Studio.
6.2 Email Hosting
Email hosting is not included in the subscription. The Client is solely responsible for email hosting, setup, configuration, and continuity. The Studio will provide reasonable guidance on email hosting options but accepts no responsibility for email services.
6.3 Domain Redirection
Redirecting the domain away from the Studio’s hosting environment during an active subscription without the prior written consent of the Studio constitutes a material breach of these Terms and does not constitute a service interruption attributable to the Studio.
7. Hosting and Uptime
7.1 Managed Hosting
The Studio provides managed cloud hosting with global content delivery as part of the Foundation Plan subscription. Hosting includes SSL, security monitoring, uptime monitoring, and the technical infrastructure described on the Studio’s website.
7.2 Uptime Commitment
The Studio commits to 99% uptime on a monthly basis, excluding:
- scheduled maintenance windows, for which the Studio will provide reasonable advance notice;
- circumstances beyond the Studio’s control, including hosting provider failures and force majeure events;
- domain expiry caused by the Client;
- third-party service outages beyond the Studio’s control; and
- disruption caused by changes made by the Client, a Specialist Partner, or any third party granted access at the Client’s request.
In the event that the Studio fails to meet the 99% uptime commitment in any given month for reasons within its reasonable control, the Client may request a pro-rata credit against the following month’s subscription fee, provided the request is made within 30 days of the end of the affected month. This credit is the Client’s sole remedy for uptime failures.
7.3 Security
The Studio implements appropriate technical security measures including firewalls, malware scanning, and intrusion monitoring. The Studio accepts no liability for security breaches arising from client-provided content, third-party plugins, access granted at the Client’s request, or circumstances beyond the Studio’s reasonable control.
8. Client Responsibilities
8.1 Content Provision
The Client is responsible for providing all content required for the website — including text, images, photography, and any other materials — in a timely manner. Delays in content provision may affect the project timeline. The Studio accepts no liability for delays caused by the Client’s failure to provide content, feedback, or approvals.
If the website has not launched within 60 days of receipt of the down payment because the Client has not provided content, feedback, or approvals, the Studio may give the Client 14 days’ written notice. If the Client has not provided what is required by the end of that notice period, the Launch Date shall be deemed to be the last day of the notice period, and the Studio will complete and launch the website once the required materials are received.
8.2 Feedback and Approvals
The Client is responsible for providing feedback and approvals at agreed review stages. If no feedback is provided within three working days of a design being presented, the Studio will consider the direction approved and proceed accordingly. If the Client wishes to make changes after approval, these will be treated as revisions and may be subject to additional charges at the rate specified in Section 3.9.
8.3 Medical Advertising Compliance
The Client is solely responsible for ensuring their website complies with all applicable medical advertising regulations in their jurisdiction. This includes but is not limited to regulations governing the display of before/after photography, testimonials, and claims about medical procedures. The Studio accepts no liability for the Client’s failure to comply with medical advertising regulations.
8.4 Before/After Photography
The Client is responsible for ensuring all before/after photography displayed on their website complies with applicable laws and regulations in their jurisdiction, including any requirements relating to patient consent and the display of medical photography. The Studio accepts no liability for the legal compliance of client-provided imagery.
8.5 Legal Compliance
The Client is responsible for ensuring their website and its content comply with all applicable laws and regulations in their jurisdiction. The Studio provides technical web design and hosting services only and does not provide legal advice.
8.6 Backend Access
The Client agrees to use any backend access granted in accordance with Section 5.8 solely for the purposes for which it was granted. The Client accepts full responsibility for any damage to the website caused by actions taken under their backend access credentials. The Studio reserves the right to revoke backend access at any time if it determines that the Client’s use of that access is causing or risks causing damage to the website.
8.7 Third-Party Developer Access
The Client must obtain prior written consent from the Studio before granting any third-party developer, agency, or individual access to the website backend or hosting environment. The Studio reserves the right to refuse such access at its reasonable discretion. Consent for a Specialist Partner is given in accordance with Section 2.3.4. The Client accepts full responsibility for any damage caused by a third party granted access under this Section or Section 2.3.4, including a Specialist Partner. The Studio reserves the right to charge for any remedial work required as a result of changes made by such a third party at the rate specified in Section 3.9.
9. Data Protection
9.1 Data Controller and Processor
For the purposes of the GDPR and applicable data protection law, the Client is the data controller in respect of personal data collected through their website. The Studio acts as a data processor in providing hosting and maintenance services. A Data Processing Agreement (“DPA”) compliant with Article 28 of the GDPR is annexed to the Client Agreement. In the event of any conflict between these Terms and the DPA, the DPA prevails in respect of data protection matters.
9.2 Technical Measures
The Studio implements appropriate technical and organisational measures to protect personal data processed in connection with the hosting service, including SSL encryption, access controls, and security monitoring.
9.3 Data Breach Notification
The Studio will notify the Client without undue delay upon becoming aware of a personal data breach affecting data processed in connection with the hosting service.
9.4 Client Responsibility
The Client is solely responsible for ensuring their website’s privacy policy, cookie policy, and consent mechanisms are accurate and compliant with applicable data protection law, including the GDPR and applicable US state privacy laws. The Studio strongly recommends the Client seek independent legal advice on data protection compliance before the site goes live.
9.5 Cookie Consent
The Studio will implement a cookie consent platform as part of the website build. The Client is responsible for ensuring the consent configuration reflects their actual data collection practices and complies with applicable law.
9.6 Health Data
The Client acknowledges that enquiries submitted through the website may include health data, which is a special category of personal data under Article 9 of the GDPR. The DPA sets out how such data is handled. The Studio does not act as a business associate under the US Health Insurance Portability and Accountability Act (HIPAA). Unless otherwise agreed in writing, website forms will be configured so that submissions are not stored on the Studio’s systems, and the Client shall not use the website to collect protected health information.
9.7 Specialist Partners
A Specialist Partner engaged by the Client is not a sub-processor of the Studio. Access to the website granted to a Specialist Partner under Section 2.3.4 is given on the Client’s instruction. The Client is responsible for entering into any data processing agreement required with the Specialist Partner.
10. Cancellation and Termination
10.1 Cancellation During Commitment Period
The Client may not cancel the subscription during the Commitment Period except in the event of Material Breach by the Studio as defined in Section 1.
10.2 Cancellation After Commitment Period
Either party may terminate the subscription after the Commitment Period in accordance with Section 3.4.
10.3 Effect of Termination
Upon termination of the subscription for any reason other than completion of a buyout, the Client’s licence to use the website ceases at the end of the final billing period, and the website will be taken offline at that time. Following termination, the Studio will retain website files for 30 days, during which the Client may exercise the buyout option subject to full payment of any outstanding subscription fees and the applicable buyout price. After 30 days, the Studio reserves the right to permanently delete all website files. Termination does not affect the Client’s rights under Sections 5.7 and 5.11.
10.4 Studio's Right to Terminate
The Studio may terminate the subscription:
- for material breach by the Client: where the breach is capable of remedy, on 30 days’ written notice if the breach is not remedied within that period; where the breach is not capable of remedy, immediately;
- for non-payment, as described in Section 3.5;
- on 30 days’ written notice, for Client conduct as described in Section 11; or
- immediately, for breach of Section 5.9.
11. Client Conduct
The Studio reserves the right to terminate the subscription with 30 days’ written notice if the Client engages in conduct that makes continuation of the working relationship unreasonable, including but not limited to persistent abusive, threatening, or harassing behaviour toward Studio personnel, or conduct that creates a hostile working environment for Studio personnel. In such circumstances, the Studio’s liability is limited to a refund of any prepaid fees for services not yet rendered.
12. Acceptable Use
The Client may not use the website hosted by the Studio for any unlawful purpose, including but not limited to:
- publishing defamatory, fraudulent, or misleading content;
- infringing the intellectual property rights of third parties;
- collecting personal data without appropriate consent;
- any activity that violates applicable laws or regulations; or
- any activity that could bring the Studio into disrepute.
The Studio reserves the right to suspend the website immediately if it becomes aware of a breach of this Section, pending investigation and resolution.
Any breach of this Section that involves unlawful activity, or that cannot be remedied to the Studio’s reasonable satisfaction within 30 days of notification, constitutes a material breach of these Terms and entitles the Studio to terminate the subscription immediately.
13. Limitation of Liability and Warranty Disclaimer
13.1 Limitation of Liability
The Studio’s total liability to the Client for any claim arising under or in connection with these Terms — whether in contract, tort, or otherwise — is limited to the total subscription fees paid by the Client in the three months preceding the claim. This limitation applies to the fullest extent permitted by applicable law and does not limit liability that cannot be limited by law, including liability for wilful misconduct or gross negligence.
13.2 Warranty Disclaimer
The Studio does not guarantee specific outcomes in connection with the website, including but not limited to patient enquiry volumes or conversion rates. The website is delivered and maintained in good faith to a professional standard, but no results are guaranteed. Search engine rankings and SEO results are governed by the Client’s separate agreement with the relevant Specialist Partner and are outside the scope of these Terms.
13.3 Consequential Loss
The Studio accepts no liability for indirect or consequential loss, including but not limited to loss of revenue, loss of patients, or loss of business opportunity arising from any failure or interruption of the website, to the fullest extent permitted by applicable law.
14. Force Majeure
The Studio accepts no liability for failure to perform its obligations under these Terms where such failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, infrastructure failures, government action, pandemic, cyberattacks on third-party infrastructure, or other events of force majeure. The Studio will notify the Client as soon as practicable of any such circumstances and will use reasonable endeavours to resume normal service as quickly as possible.
15. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed by the other party in connection with the engagement, and not to disclose such information to any third party without the prior written consent of the disclosing party. This obligation of confidentiality survives termination of the subscription. This Section does not prevent either party from disclosing information required by law or by order of a court of competent jurisdiction, or prevent the Studio from sharing with a Specialist Partner the information reasonably needed for the coordination described in Section 2.3.
16. Portfolio and Testimonials
The Studio reserves the right to display the completed website — including screenshots and links — in its portfolio, on its website, on social media, and in case studies or award submissions, unless the Client requests otherwise in writing before the Launch Date. The Studio may reference the Client by name in connection with portfolio use. The Client may withdraw consent for portfolio use at any time by providing written notice to the Studio. The Studio will remove the Client’s work from active portfolio use within 30 days of receiving such notice, but is not obligated to remove work from archived or historical materials.
17. Amendments to Terms
The Studio reserves the right to amend these Terms with 30 days’ written notice to existing Clients. Continued use of the subscription after the notice period constitutes acceptance of the amended Terms. Amendments that materially reduce the Client’s rights or increase its obligations do not apply to the Client during the Commitment Period without its written agreement, unless the amendment is required by law. After the Commitment Period, a Client that does not accept amended Terms may terminate the subscription in accordance with Section 3.4. Amendments do not affect any rights or obligations that have already arisen under the previous version of the Terms.
18. Dispute Resolution
18.1 Good Faith Negotiation
In the event of a dispute, the parties agree to attempt to resolve the matter through good faith negotiation for a period of 30 days from the date one party notifies the other of the dispute in writing.
18.2 Mediation
If the dispute is not resolved through negotiation, the parties agree to attempt mediation before initiating legal proceedings. The mediator will be agreed between the parties or, failing agreement, appointed by the relevant professional body in Barcelona.
18.3 Litigation
If mediation fails to resolve the dispute, either party may initiate legal proceedings in the courts of Barcelona, Spain.
19. Governing Law
These Terms and the Client Agreement are governed by and construed in accordance with the laws of Spain. Any disputes arising under them that are not resolved through the dispute resolution process in Section 18 are subject to the exclusive jurisdiction of the courts of Barcelona, Spain.
20. Entire Agreement
These Terms, together with the Client Agreement and the annexed DPA, constitute the entire agreement between the parties in respect of the services provided and supersede all prior discussions, representations, and agreements between the parties relating to the subject matter hereof. Where the Client Agreement and these Terms conflict, the Client Agreement prevails in respect of the engagement-specific matters it covers, and the DPA prevails in respect of data protection; on all other matters these Terms prevail. No variation to these Terms or the Client Agreement shall be effective unless made in writing and signed by both parties, save for amendments to these Terms made under Section 17. The Client Agreement may be signed electronically and in counterparts.
21. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
22. Language
These Terms are written in English. A Spanish language version may be provided on request. In the event of any inconsistency between the English and Spanish versions, the English version shall prevail unless otherwise required by applicable law.
23. Contact
For any questions regarding these Terms or to provide notices required under these Terms, please contact:
Neptune Design, SL
Carrer del Rosselló 198 4º 2ª
08008 Barcelona
Spain
B56807696
These Terms and Conditions were last updated on 18 October 2026 and supersede all previous versions.