Terms of Service

01Who we are

Net Studio LLC ("Net Studio", "we", "us") is a limited liability company organized under the laws of the State of Missouri, United States.

Net Studio operates several service brands, including IADial and FDK (Fast Data Keys). Unless a separate agreement says otherwise, services delivered under those brands are provided by Net Studio LLC and governed by these terms.

02Services

We provide AI training, custom training programs, AI solution development, keynotes, and digital creation services. The precise scope of any engagement is defined in the written quote accepted by the client, which prevails over any general description published on this site.

03Quotes and formation of the agreement

Every engagement begins with a written quote describing the scope, the deliverables, the timeline, and the fee. A quote is valid for thirty (30) days unless stated otherwise.

The agreement is formed when the client accepts the quote in writing, including by email. That acceptance, together with these terms, constitutes the entire agreement between the parties for that engagement.

04Fees, payment, and acceptance

Fees are set out in the accepted quote. Unless the quote provides otherwise:

• We deliver the agreed work and submit it to the client for review.
• The client confirms acceptance, or raises specific issues in writing, within seven (7) days of delivery.
• We invoice on acceptance. Payment is due within fourteen (14) days of the invoice date.

Because payment falls due only after the client has reviewed and accepted the work, fees paid are not refundable. The complete terms are set out in our Payment & Refund Policy.

Quotes are stated in euros (EUR) unless agreed otherwise. Net Studio LLC settles in United States dollars; where a payment is made in a different currency, the payment processor's conversion rate applies. Late payments accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.

Fees are exclusive of any applicable taxes. Where sales tax, VAT, or an equivalent charge is due, it is added to the invoice and borne by the client. Business clients established in the European Union must supply a valid VAT identification number.

Recurring subscriptions

Some services, including IADial, are billed on a recurring basis. Subscriptions renew automatically for successive periods until cancelled. Cancellation takes effect at the end of the current billing period; see the Payment & Refund Policy.

05Client responsibilities

Delivery depends on the client's cooperation. The client agrees to supply accurate information, provide any access, content, or credentials the work requires, nominate a contact authorized to make decisions, and respond to review requests within a reasonable time. Delays attributable to the client extend our deadlines accordingly and may require the quote to be revised.

The client is responsible for the lawfulness of any material it supplies to us, and warrants that it holds the rights necessary for us to use that material to perform the engagement.

06Intellectual property

Deliverables

On full payment of the fees due for an engagement, we assign to the client the rights in the bespoke deliverables produced specifically for that engagement, to the extent those rights are assignable.

Pre-existing and reusable materials

We retain all rights in our pre-existing materials, methods, tools, frameworks, code libraries, and know-how, including anything developed before the engagement or of general application. Where such materials are incorporated into a deliverable, we grant the client a non-exclusive, perpetual, worldwide licence to use them as part of that deliverable.

Training materials

Course content, slides, exercises, and documentation supplied during training remain our property. Participants may use them internally. They may not be reproduced, resold, published, or used to deliver training to third parties without our prior written consent.

Client materials

The client retains all rights in the content, data, and materials it supplies. The client grants us a limited licence to use them solely to perform the engagement.

References

We may identify the client by name and describe the engagement in general terms for reference purposes, unless the client notifies us in writing that it prefers otherwise.

07Confidentiality

Each party will keep the other's confidential information in confidence, use it only for the purposes of the engagement, and protect it with at least the care it applies to its own confidential information. This obligation continues for three (3) years after the engagement ends and does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law.

08Subcontractors

We may engage subcontractors and affiliated companies to perform all or part of an engagement, including entities located outside the United States and the European Union. We remain responsible to the client for the work they perform. Where a subcontractor processes personal data, our Privacy Policy applies.

09Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care, in a professional manner consistent with industry standards.

Except as expressly stated in these terms, the services are provided "as is" and we disclaim all other warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

We depend on third-party services and models that we do not control. We are not liable for their availability, pricing, terms, or discontinuation.

10Limitation of liability

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, data, or business opportunity, however arising.

Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by the client for that engagement in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

11Term, suspension, and termination

Either party may terminate an engagement on written notice if the other commits a material breach and does not remedy it within thirty (30) days of being notified.

We may suspend delivery where an invoice remains unpaid more than thirty (30) days after its due date, after notifying the client.

On termination, the client pays for all work performed up to the effective date of termination. Clauses that by their nature should survive termination — including intellectual property, confidentiality, limitation of liability, and governing law — continue to apply.

12Force majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, armed conflict, epidemic, failure of telecommunications or internet infrastructure, government action, or the discontinuation of an essential third-party service.

13Business clients

Our services are offered to businesses, public bodies, and professionals acting in the course of their trade or profession. They are not directed at consumers. Where a consumer protection law nevertheless applies to an engagement, the mandatory provisions of that law prevail over any conflicting provision of these terms.

14Changes to these terms

We may update these terms. The version in force when a quote is accepted governs that engagement. For recurring subscriptions, we give at least thirty (30) days' notice of a material change before it takes effect; continuing to use the service after that date constitutes acceptance, and a client who does not accept may cancel before the change takes effect.

15Governing law and disputes

These terms are governed by the laws of the State of Missouri, United States, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve any dispute in good faith. Failing resolution within sixty (60) days, the dispute falls to the exclusive jurisdiction of the state and federal courts located in the State of Missouri, unless a mandatory rule of law gives jurisdiction elsewhere.

16Miscellaneous

If a provision of these terms is held unenforceable, the remainder continues in force. A failure to enforce a right is not a waiver of it. Neither party may assign the agreement without the other's written consent, except to a successor in connection with a merger or sale of substantially all assets. Nothing in these terms creates a partnership, joint venture, or employment relationship between the parties.

17Contact

Questions about these terms: