International Service Terms

The Services are offered primarily to companies, organisations and business purchasers. The Client confirms that it acquires the Services mainly for business or professional purposes and that the accepting person has authority to bind it.

The Client accepts these Terms by accepting a proposal, quotation or Statement of Work (SOW), paying an invoice, or instructing Workless Studio to begin. Any mandatory rights that applicable law does not permit the parties to waive remain unaffected.

Services may include UI/UX, website design and development, landing pages, e-commerce, CMS work, API integrations, migration, hosting management, maintenance and support, as stated in the SOW.

A quotation covers only the stated scope. Additional pages, features, integrations, redesigns, data work or third-party requirements may be handled through a Change Request with additional fees and schedule adjustments. Workless Studio need not begin changed work until the relevant commercial terms are accepted.

The Client must timely provide content, logos, images, fonts, brand guidelines, data, accounts, API keys, access, feedback, approvals and other reasonably required resources, and warrants that it has the rights necessary to provide and use them.

Workless Studio is not responsible for delay caused by the Client or Client-managed third parties. If a project is inactive for more than 30 days, we may reschedule it, reassign resources, charge a reasonable restart fee or terminate the SOW after notice.

Fees, currency and milestones are stated in the SOW or invoice. Unless otherwise stated, invoices are due within 15 days, and Workless Studio may require an Initial Payment before reserving capacity or starting work.

• We may suspend work on overdue invoices, and the schedule will move accordingly.
• An Initial Payment may be non-refundable once work or committed resource reservation has begun, except where mandatory law requires otherwise.
• Late interest is the lower of 1% per month and the maximum permitted rate.
• The Client bears applicable transaction taxes, bank and transfer fees, and third-party charges, excluding taxes imposed on Workless Studio's net income.

The SOW states included revision rounds and review dates. The Client must provide consolidated feedback within the requested period. Fragmented feedback or changes after approval may be treated as a Change Request.

A Deliverable is accepted when the Client confirms acceptance, requests production launch, uses it in production, or does not report a material non-conformity within five business days after submission for acceptance. New features, aesthetic preferences and scope changes are not defects.

Managed Operations are separate and optional and may include hosting management, backups, monitoring, security or dependency updates and technical support as stated in the SOW. Purchase of a project does not automatically include operations after the warranty period.

The annual Managed Operations Fee is stated in the SOW and will commonly be approximately 5% to 10% of the initial Project Fees depending on scale and service level. Unless stated otherwise, it excludes domain fees, cloud usage, paid plugins, fonts, APIs, email, payment gateways and other third-party charges.

The Client may elect not to renew by giving at least 30 days' notice. Once all due amounts are paid, within 10 business days Workless Studio will provide the reasonable handover package stated in the SOW, which may include a source or repository snapshot, production build, database export, environment template excluding Studio secrets, basic deployment notes, dependency list and Client-owned credentials.

From completion of handover, the Client assumes full responsibility for managing and using the source code and Deliverable, including hosting, deployment, backups, security, updates, monitoring, licence renewals and appointing another operator. Workless Studio is not responsible for downtime, data loss, vulnerabilities, incompatibilities or later changes, except for direct loss caused by our breach occurring before handover.

Unless the SOW states otherwise, Workless Studio provides a 30-day technical defect warranty from Production Launch, or from acceptance if the Client delays launch by more than 15 days. Our remedy is, at our reasonable option, to correct, re-perform or provide a functionally equivalent workaround.

The warranty excludes Client or third-party changes; unsupported environments; changed or discontinued plugins, APIs or platforms; malware or incidents not caused by our breach; inaccurate data or instructions; out-of-scope use; new features; redesigns; and Change Requests.

Hosting, domains, CDNs, email, payment providers, analytics and other third-party services are governed by their own terms. Unless a separate SLA applies, Workless Studio does not guarantee their uptime, continued availability, pricing, APIs or policies.

Each party is responsible for data-protection law applicable to its activities. For our own business contacts, invoices and Client records, Workless Studio acts under its Privacy Policy. When we process personal data on the Client's documented instructions, the parties will enter an appropriate DPA before processing begins when required.

Where the GDPR applies, the DPA may address Article 28 requirements, confidentiality, security, subprocessors, data-subject assistance, incident notification, audit information, return or deletion and related obligations. Where an international transfer requires safeguards, the parties will cooperate on an appropriate mechanism, potentially including European Commission Standard Contractual Clauses and a transfer assessment.

Unless separately engaged, the Client determines website collection, purposes, legal bases, privacy notices, cookie consent, retention and sector compliance. Building a cookie banner or policy page to the Client's instructions is not legal advice. Confidentiality continues for three years after the SOW; trade secrets remain protected while legally qualifying.

After a project is public, Workless Studio may use the Client's name, logo, screenshots and a general project description in its portfolio and marketing unless the Client gives a written confidentiality request before publication. We will not publish confidential business information, user data or non-public information. Website credit may be included only if the SOW permits it.

The Client is responsible for the legality of its products, services, content, advertising, marketing claims, sales policies and sector requirements. Unless expressly promised in writing, Workless Studio does not guarantee revenue, leads, conversion rate, traffic, SEO rankings or any specific business result.

To the maximum extent permitted by law, neither party is liable to the other for indirect, special, incidental, punitive or consequential loss, including consequential loss of profit, revenue, opportunity, reputation or data.

Except where limitation is prohibited, Workless Studio's aggregate liability arising from or relating to a SOW will not exceed the total Project Fees paid or payable under that SOW, excluding taxes and third-party charges. The limitations do not apply to fraud, wilful misconduct or other liability that cannot legally be limited.

The Client will defend and indemnify Workless Studio against third-party claims arising directly from infringing Client Materials, the Client's unlawful business or content, or use of a Deliverable outside the SOW or licence, provided we give reasonable notice and allow the Client to control the defence and settlement.

For a substantiated third-party claim that Custom Deliverables created solely by Workless Studio infringe intellectual-property rights, we may obtain continued-use rights, modify or replace the affected part with a functional equivalent, or terminate that part and refund fees attributable to the unusable portion, subject to the liability limits. This remedy excludes Client Materials, Third-Party Materials, unauthorised modifications and combinations outside the SOW.

A party may terminate a SOW for a material breach not cured within 10 business days after written notice. The Client may terminate for convenience but must pay for work performed, completed milestones or the reasonable portion in progress, agreed committed resources and non-refundable third-party costs. Ownership and licences arise only to the extent applicable amounts are paid.

Neither party is liable for delay caused by events beyond reasonable control. Payment for Services already supplied remains due. Workless Studio may use personnel, freelancers and specialist subcontractors and remains responsible for managing performance under the SOW; subprocessors are handled under the DPA.

The Agreement is governed by the laws of Vietnam, excluding conflict-of-laws rules. The parties will negotiate in good faith for 30 days after a written Dispute Notice. Unresolved disputes will be finally resolved by arbitration at the Vietnam International Arbitration Centre under the VIAC Rules in force when proceedings begin; one arbitrator; seat in Ho Chi Minh City, Vietnam; language English; substantive law Vietnam.

Proposals, SOWs, Change Requests, invoices, approvals, acceptances and notices may be exchanged electronically. If a provision is invalid, the rest remains effective. Failure to enforce a right is not a waiver. The parties are independent contractors.

The version applying to a SOW is the version incorporated when that SOW is accepted. Later updates do not apply retroactively unless required by law or agreed in writing. If language versions differ, the English version prevails.