Terms of Service

Welcome to IdeaVista. By accessing or using our technology development services ("Services"), you agree to these Terms of Service ("Terms"). These Terms apply to all clients, visitors, and users of our Services.

1. Acceptance of Terms

   By accessing our website, contacting us about a project, or engaging our Services, you agree to comply with these Terms and all applicable laws and regulations. If you do not agree with these Terms, please do not use our Services.

2. Service Description

   IdeaVista provides professional technology development services including but not limited to:

   • Custom software development, such as websites and web applications
   • Product design and user experience (UX/UI) design
   • Digital product creation and prototyping

   Specific services, deliverables, timelines, and pricing are defined in individual project agreements or statements of work.

3. Client Engagement & Project Agreements

   All projects are subject to separate project agreements, statements of work, or service contracts that define:

   • Scope of work and deliverables
   • Project timelines and milestones
   • Payment terms and schedule
   • Intellectual property rights
   • Acceptance criteria and revision processes

   In case of conflict between these Terms and a project agreement, the project agreement takes precedence for that specific project.

4. Intellectual Property Rights

   Work Product Ownership: Unless otherwise specified in a project agreement:

   • All custom-developed software, designs, and deliverables remain the property of IdeaVista until full payment is received
   • Upon full payment, ownership of the work product transfers to the client as specified in the project agreement
   • IdeaVista retains the right to show completed projects in our portfolio unless otherwise agreed in writing

   Third-Party Components: Third-party tools, frameworks, libraries, and open-source software retain their original licenses. Clients are responsible for complying with all third-party license terms.

   Pre-Existing IP: IdeaVista retains all rights to our pre-existing intellectual property, methodologies, tools, and code libraries.

5. Client Responsibilities

   Clients agree to:

   • Provide timely feedback, approvals, and decisions as required for project progress
   • Supply necessary resources, access credentials, and information accurately and promptly
   • Designate authorized representatives for project communications and approvals
   • Ensure all provided content and materials do not infringe on third-party rights
   • Acknowledge that delays in client responses, approvals, or resource provision may affect project timelines and costs

   Content Responsibility: Clients are solely responsible for the accuracy, legality, and appropriateness of all content and materials they provide. IdeaVista is not liable for any content provided by clients.

6. Payment Terms & Billing

   Payment Schedule: Payment terms are defined in individual project agreements. Standard payment structures may include:

   • Initial deposit (typically 25-50% of project value) required to start work
   • Milestone-based payments for larger projects
   • Final payment upon project completion and acceptance
   • Hourly or retainer-based billing for ongoing work

   Payment Processing: Payments are made by an agreed payment method. All invoices are due within the specified timeframe (typically 14-30 days from invoice date).

   Late Payments: Late payments may result in:

   • Project suspension until payment is received
   • Late payment fees as permitted by Dutch law
   • Withholding of work product and intellectual property rights until full payment

   Refund Policy: All deposits and payments are non-refundable once work has started. If a project is terminated by the client, payment is due for all work completed to date. Refunds may be considered on a case-by-case basis at IdeaVista's sole discretion.

7. Project Changes & Scope Creep

   Changes to project scope, features, or requirements beyond the original agreement constitute a change request and may result in:

   • Additional fees based on the complexity and time required
   • Adjusted project timelines and delivery dates
   • A revised project agreement or change order

   All change requests must be agreed upon in writing before implementation. Minor revisions within the agreed scope are included as specified in the project agreement.

8. Confidentiality & Non-Disclosure

   IdeaVista's Obligations: We maintain strict confidentiality regarding:

   • Client business information, strategies, and proprietary technology
   • Project details, specifications, and communications
   • Trade secrets and confidential information shared during engagements

   Professional Secrecy: IdeaVista is a one-person business. Nobody else has access to client information unless the client agrees to it in writing.

   Mutual NDA: Separate non-disclosure agreements (NDAs) are available upon request for projects requiring additional confidentiality protections.

   Exceptions: Confidentiality obligations do not apply to information that:

   • Is or becomes publicly available through no breach of these Terms
   • Must be disclosed by law or court order
   • Was already known to IdeaVista before disclosure by the client
9. Warranties & Disclaimers

   Professional Services: IdeaVista warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

   Bug Fixes & Support: Bug fixes for defects in custom-developed software are typically provided for 30-90 days after project delivery, as specified in the project agreement. This does not include feature enhancements or changes to requirements.

   Disclaimer of Business Results: While we strive for excellence, we provide services on an "as-is" basis regarding business outcomes. We cannot guarantee:

   • Specific business results, revenue, or user growth
   • Market success or product-market fit
   • Compatibility with all future technologies or platforms
   • Freedom from all bugs or errors (we commit to resolving material defects)

   Third-Party Services: IdeaVista is not responsible for the performance, availability, or security of third-party services, APIs, or platforms integrated into projects.

10. Limitation of Liability

    To the maximum extent permitted by Dutch law, IdeaVista's total liability for any claims arising from our Services is limited to:

    • The total amount paid by the client for the specific project or service giving rise to the claim, or
    • €10,000, whichever is less

    Exclusion of Consequential Damages: IdeaVista is not liable for:

    • Indirect, incidental, special, or consequential damages
    • Lost profits, revenue, data, or business opportunities
    • Damages resulting from third-party services or client-provided content
    • Damages caused by client misuse or modification of deliverables

    Force Majeure: IdeaVista is not liable for delays or failures due to circumstances beyond our reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, or third-party service failures.

11. Project Termination

    Termination by Client: Clients may terminate a project at any time by providing written notice. Upon termination:

    • Payment is due for all work completed to date
    • Any outstanding invoices become immediately due and payable
    • Work product and intellectual property rights remain with IdeaVista until full payment is received
    • No refunds are provided for deposits or payments already made

    Termination by IdeaVista: We may terminate a project if:

    • Client fails to make timely payments
    • Client violates these Terms or applicable laws
    • Client fails to provide necessary cooperation, feedback, or resources
    • Continuation of the project becomes commercially impractical
12. Privacy & Data Protection

    Your use of our Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal data in compliance with GDPR and Dutch data protection law.

13. Dispute Resolution

    Good Faith Negotiation: In the event of any dispute, both parties agree to first attempt to resolve the matter through good faith negotiation.

    Mediation: If negotiation fails, parties agree to attempt mediation before pursuing legal action.

14. Indemnification

    Clients agree to indemnify and hold harmless IdeaVista from any claims, damages, or expenses (including legal fees) arising from:

    • Client's use or misuse of deliverables
    • Client-provided content or materials that infringe third-party rights
    • Client's violation of these Terms or applicable laws
    • Client's modification of deliverables after acceptance
15. Changes to Terms

    We may update these Terms from time to time. When we make significant changes:

    • We will update the "Last Updated" date at the top
    • We will notify active clients via email
    • We will display a prominent notice on our website

    Continued use of our Services after changes constitutes acceptance of the updated Terms. Changes do not apply retroactively to existing project agreements.

16. Governing Law & Jurisdiction

    These Terms are governed by and construed in accordance with the laws of The Netherlands. Any disputes arising from these Terms or our Services shall be subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands.

17. Severability & Waiver

    If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision is not a waiver of such right or provision.

18. Contact Information

    For questions about these Terms or our Services, contact us:

    Email: info@ideavista.dev

    Company Details:
    IdeaVista, eenmanszaak of Cesurhan Uygun
    IdeaVista, trading as TalkBuildr and Frontbell
    Geuzenkade 55-2
    1056 KN Amsterdam, the Netherlands
    KvK: 97755893
    btw-id: NL005286133B78
    https://www.ideavista.dev

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