Terms of service
These terms govern engagements between you ("Client") and Devbuildstudio ApS, CVR DK 41 88 21 06, registered at Damstræde 91, 9220 Gistrup, Denmark ("Devbuildstudio"). They apply to all services offered through devbuildstudio.com unless a separately signed Master Services Agreement supersedes them. Our services are sold business-to-business.
§ 1 Services offered
Devbuildstudio provides software engineering services, organised into four lines: web platform builds, headless commerce builds, engineering audits, and engineering retainers. Each line has a written specification at devbuildstudio.com/services. The specifications form part of these terms by reference.
All services are delivered digitally. We do not ship physical goods, hardware, or off-the-shelf software licences.
§ 2 Engagement formation
An engagement is formed when (a) you sign a written engagement letter we provide, or (b) you complete a checkout via the package builder and we confirm receipt of your deposit in writing. The website and package builder do not constitute an offer in the legal sense — they are an invitation to treat. We reserve the right to decline any engagement.
§ 3 Scope changes
Scope changes are managed via written change orders signed by both parties. We will not perform work outside the agreed scope without one, and you are not liable for charges arising from work outside the agreed scope. We expect to issue 0–3 change orders during a typical build engagement.
§ 4 Payment
Prices on devbuildstudio.com are quoted in euros (EUR) and are exclusive of value-added tax. Danish moms at 25% is added on every invoice. Reverse-charge VAT under Art. 196 of the EU VAT Directive applies for B2B clients established in an EU Member State other than Denmark who provide a valid VAT identification number.
Build engagements require a deposit (typically 25%) on signature, with the balance invoiced in milestones across the build phase. Retainers are invoiced monthly in advance. Audits are invoiced 50% on start, 50% on report delivery. All invoices are payable within 14 days of issue. Late payments accrue interest under the Danish Interest Act (renteloven) from the due date.
§ 5 Refunds and cancellation
For build engagements: full deposit refund if you cancel before the architecture phase ends (§ 0.2 in our process). After that, refund is pro-rated against engineering days delivered as recorded in our project tracker. We are happy to share the tracker on request.
For retainers: 30-day notice from either side cancels the rolling agreement. Unused retainer hours from the final month do not carry forward.
For audits: refundable in full only if cancelled before kick-off. Once kick-off has occurred, the audit fee is non-refundable as the principal engineer's calendar is held against your engagement for two weeks.
§ 6 Intellectual property
All source code, infrastructure-as-code, scripts, configuration, and deliverables produced under an engagement are assigned to the Client upon full payment. Devbuildstudio retains no rights to the deliverables other than the right to mention publicly that the engagement existed, with the Client's name only where the Client has explicitly opted in.
Pre-existing tools and libraries developed by Devbuildstudio outside the engagement remain the property of Devbuildstudio. Where such tools are incorporated into a deliverable, you receive a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and distribute them in the context of the deliverable.
Open-source components incorporated into deliverables remain under their original licences. We maintain a written software bill of materials (SBOM) for every engagement.
§ 7 Confidentiality
We treat any non-public Client information as confidential and use it only to perform the engagement. Mutual NDA is signed by default. The obligation survives termination of the engagement for five years.
§ 8 Warranties
We warrant that deliverables will substantially conform to the written specification for 90 days after delivery. We will fix conformance defects reported in writing during this period at no additional cost. The warranty does not cover (a) defects caused by Client modifications after delivery, (b) defects in third-party software, (c) hardware failures, or (d) performance issues attributable to infrastructure not specified in the engagement letter.
§ 9 Limitation of liability
To the maximum extent permitted by applicable law, our total aggregate liability to the Client under or in connection with an engagement is limited to the fees paid to us under that engagement in the 12 months preceding the event giving rise to the claim. Neither party is liable to the other for indirect, special, incidental, or consequential damages, including lost profits or loss of data, except in cases of gross negligence or wilful misconduct.
Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited under Danish law, including liability for personal injury caused by negligence.
§ 10 Insurance
Devbuildstudio maintains professional indemnity insurance of EUR 670,000 per claim and EUR 1,340,000 in aggregate per year. A certificate is available on request.
§ 11 Data protection
Where the engagement involves processing personal data on behalf of the Client, Devbuildstudio acts as data processor under Art. 28 of the GDPR. The standard data processing agreement on our website forms part of the engagement letter unless replaced by an equivalent DPA provided by the Client.
§ 12 Subcontracting
Devbuildstudio does not subcontract engineering work without prior written approval. Auxiliary services (translation, design illustration, accounting) may be subcontracted to specialist providers under appropriate confidentiality terms.
§ 13 Force majeure
Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including but not limited to war, natural disaster, civil disorder, or material network outages affecting EU-wide internet infrastructure. Strikes affecting our own staff are not force majeure.
§ 14 Termination
Either party may terminate an engagement for material breach if the breach is not cured within 30 days of written notice. On termination, the Client pays for all engineering days delivered up to the termination date plus any non-cancellable third-party costs already committed.
§ 15 Governing law and jurisdiction
These terms and any engagement formed under them are governed by Danish law, excluding its conflict-of-law rules. Any dispute is subject to the exclusive jurisdiction of the courts of Aalborg (Retten i Aalborg), Denmark, subject to mandatory rules of EU consumer protection law where applicable.
§ 16 Notices
Notices to Devbuildstudio must be sent to studio@devbuildstudio.com or by registered post to the address above. Notices to the Client are sent to the email address provided during engagement formation.
§ 17 Entire agreement
These terms, the signed engagement letter, and the referenced service specifications constitute the entire agreement between the parties and supersede prior representations.