Terms and Conditions

1. About these Terms

These Terms & Conditions (the “Terms”) govern access to utunannastudio.com (the “Site”) and the web design, development, digital strategy, branding, maintenance, consulting, and related services supplied by Utu Nanna Studio (“Utu Nanna,” “we,” “us,” or “our”).

By using the Site, accepting a proposal or statement of work, clicking to accept these Terms, or paying an invoice that incorporates them, you agree to these Terms. If you accept for a company or other organization, you represent that you have authority to bind it.

A signed proposal, statement of work, order form, or written change order is called an “SOW.” If an SOW conflicts with these Terms, the SOW controls for that project, except that mandatory rights under applicable law cannot be excluded.

These Terms distinguish between a “Business Client,” acting mainly for trade, business, craft, or profession, and a “Consumer,” acting mainly outside those purposes. Consumer-specific provisions apply only where the client legally qualifies as a Consumer.

2. Business details

Service provider: Utu Nanna Studio, a web design studio based in Florida, United States.

Email: leah@utunannastudio.com

Postal address: 42041 Cypress Pkwy, Unit 4 PMB 5001, Punta Gorda, FL 33982, USA

3. The Site

The Site provides general information about our work and services. It is not professional legal, financial, tax, or compliance advice and does not create a client relationship merely because you visit or contact us.

You may use the Site only lawfully. You must not interfere with its security or operation; attempt unauthorized access; introduce malicious code; scrape or copy it at scale without permission; impersonate another person; or use it to violate another person’s rights.

We may change, suspend, or withdraw Site content or features. We do not promise uninterrupted availability and are not responsible for third-party sites linked from the Site.

4. Proposals, scope, and changes

Services, deliverables, milestones, assumptions, fees, and target dates will be described in the applicable SOW. A proposal is open for the period stated in it and becomes binding only when accepted in the stated manner.

Work outside the agreed scope requires a written change order or other written approval. A change may affect fees, milestones, or launch dates. We are not required to begin out-of-scope work until both parties agree to the change.

Estimates are good-faith forecasts, not fixed prices, unless the SOW expressly says “fixed fee.”

5. Client responsibilities

The client will provide timely access, content, credentials, decisions, feedback, approvals, and a single authorized point of contact. The client is responsible for the accuracy, legality, and completeness of materials it supplies.

• The client must hold all rights and permissions needed for logos, text, images, fonts, data, testimonials, and other supplied material.
• The client must not provide special-category, highly sensitive, regulated, or payment-card data unless the SOW expressly requires it and appropriate safeguards are agreed in writing.
• The client must review deliverables promptly and provide consolidated feedback within the review period stated in the SOW.
• The client is responsible for final factual, legal, and regulatory review of published content, including industry-specific disclosures, privacy notices, cookie choices, and accessibility requirements.

Client delay may pause the schedule and move target dates. If a client remains unresponsive for 30 days after written follow-up, we may treat the project as paused or cancelled under the Refund & Cancellation Policy.

6. Design process, revisions, and acceptance

The SOW states the included concepts and revision rounds. A revision adjusts an agreed direction; a new concept, material change in objectives, or work requested after approval may be additional scope.

A deliverable is accepted when the client approves it in writing, launches or uses it in production, or does not identify a material failure to meet the SOW within 10 business days after delivery, whichever occurs first. This acceptance mechanism does not remove non-waivable Consumer remedies.

7. Fees, invoices, taxes, and Stripe

Fees and the payment schedule appear in the SOW or invoice. Unless stated otherwise, invoices are due upon receipt. We may pause work or withhold transfer of final files while an undisputed invoice is overdue after reasonable notice.

Payments may be processed by Stripe. Payment-card details are submitted to Stripe and are not stored by us in full. Stripe may process transaction, fraud-prevention, device, and identity information under its own terms and privacy policy.

The client is responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes on our net income, unless the law requires a different allocation. Bank, currency-conversion, and intermediary fees charged to the client are the client’s responsibility if disclosed and lawful.

A payment dispute or chargeback does not itself determine whether a fee was owed. Please contact us first so we can investigate and try to resolve the issue.

8. Third-party services and hosting

Projects may depend on third-party services such as Vercel hosting and deployment, Stripe payments, domain registrars, content-management systems, email providers, analytics tools, fonts, plugins, stock media, or APIs. Their separate terms, privacy practices, pricing, service levels, and technical limits apply.

Unless the SOW says we are the account owner, the client should own and maintain its production accounts, domains, subscriptions, billing methods, and administrator access. We are not responsible for a third party’s outage, suspension, price change, security incident, discontinued feature, or change in terms, but we will provide reasonable assistance within the agreed scope.

When Vercel is used, project data may be processed in the United States and other locations where Vercel or its subprocessors operate. When Stripe is used, transaction data is processed by Stripe and relevant financial partners. Data-protection responsibilities are addressed in Section 14 and the Privacy Policy.

9. Intellectual property

9.1 Client materials

The client retains ownership of materials it supplies. The client grants us a limited, worldwide license to use, reproduce, adapt, and transmit those materials only as reasonably needed to perform the services and support the project.

9.2 Studio tools and background materials

We retain ownership of pre-existing or reusable know-how, methods, templates, code utilities, design systems, processes, and tools (“Studio Materials”). To the extent Studio Materials are embedded in a final deliverable, the client receives a perpetual, worldwide, non-exclusive license to use them as part of that deliverable after full payment.

9.3 Final deliverables

After full payment of all amounts due for the project, we assign to the client the copyright we own in the final, custom deliverables specifically identified in the SOW, excluding Studio Materials and third-party materials. Drafts, rejected concepts, and unused options remain ours unless the SOW says otherwise.

9.4 Third-party materials and open source

Third-party materials remain subject to their licenses. Open-source software is provided under its applicable open-source license, which controls in case of conflict.

9.5 Portfolio use

After public launch, we may identify the client and display non-confidential final work in our portfolio, social channels, awards, and case studies. The client may opt out in writing before launch or where confidentiality obligations prohibit this use.

10. Confidentiality

Each party will protect the other party’s non-public information using reasonable care and use it only for the project. Confidential information does not include information that is public without breach, already lawfully known, independently developed, or lawfully received without confidentiality duties.

A party may disclose confidential information to personnel, professional advisers, and subcontractors who need it and are bound by suitable duties, or when required by law after notice where legally permitted.

11. Warranties and remedies

We warrant that we will perform the services with reasonable professional care and skill and that, for 30 days after acceptance, custom deliverables will materially conform to the applicable SOW when used in the agreed environment. The client’s first remedy is reasonable re-performance or correction after prompt written notice describing the issue.

The warranty does not cover client or third-party changes, misuse, unsupported environments, external services, changes in law or platform requirements, or materials supplied by the client. Nothing in these Terms excludes a Consumer’s non-waivable right to services performed with reasonable care and skill or other mandatory remedies.

Except for express promises in these Terms or an SOW and to the maximum extent permitted by law, the Site and services are provided “as is.” We do not promise particular traffic, search ranking, revenue, conversion, legal compliance, or uninterrupted operation.

12. Accessibility of client deliverables

We support accessible design and may target a stated accessibility standard when included in the SOW. Accessibility is an ongoing practice affected by content, integrations, editorial changes, and the client’s use after handoff. No deliverable should be represented as certified or fully conformant unless the agreed testing and evidence support that claim.

13. Limitation of liability

Nothing in these Terms limits liability that cannot legally be limited, including liability for fraud, fraudulent misrepresentation, willful misconduct, or death or personal injury caused by negligence where applicable.

For Business Clients, neither party will be liable for indirect, incidental, special, punitive, or consequential loss, or for lost profits, revenue, goodwill, anticipated savings, or data, except to the extent such exclusion is prohibited by law. Each party’s aggregate liability arising from a project will not exceed the fees paid or payable under the applicable SOW during the 12 months before the event giving rise to the claim.

The preceding exclusions and cap do not apply to a client’s payment obligations, infringement or misuse of the other party’s intellectual property, breach of confidentiality, or indemnity obligations. For Consumers, liability is limited only to the extent fair and lawful, and nothing restricts mandatory statutory rights.

14. Privacy, data protection, and security

Each party will comply with data-protection laws applicable to its role. Our handling of Site visitor and client-contact information is described in the Privacy Policy and Cookie Policy.

If we process personal data solely on a client’s documented instructions while building or supporting a client site, the parties will enter into an appropriate data processing agreement before that processing begins. The client remains responsible for determining lawful purposes, providing required notices, selecting lawful bases, honoring individual rights, and configuring consent tools for its own site.

Where EU GDPR or UK GDPR restricted-transfer rules apply, the parties will use an applicable lawful transfer mechanism, which may include the EU Standard Contractual Clauses, the UK International Data Transfer Agreement or UK Addendum, an adequacy mechanism, and any required transfer risk assessment and supplementary measures.

Each party will use reasonable administrative, technical, and organizational safeguards. No method of transmission or storage is completely secure, and neither party guarantees absolute security.

15. Suspension and termination

Either party may terminate an SOW for a material breach that is not cured within 10 business days after written notice, or immediately if the breach cannot be cured, continued performance would be unlawful, or the other party becomes insolvent to the extent permitted by law.

The client may also cancel for convenience under the SOW and Refund & Cancellation Policy. On termination, the client must pay for services performed and approved non-cancellable commitments through the termination date; we will refund any excess prepaid amount as required by that policy and law.

Sections intended by their nature to continue—such as payment, intellectual property, confidentiality, disclaimers, liability, disputes, and data obligations—survive termination.

16. UK and EEA Consumers

If you are a UK Consumer entering a distance or off-premises service contract, you will usually have 14 days from conclusion of the contract to cancel without giving a reason. The Refund & Cancellation Policy explains how to exercise that right, early-start requests, proportionate charges for work supplied, and when the right may be lost after full performance.

Nothing in these Terms deprives UK or EEA Consumers of mandatory protections, including rights concerning fair terms, services performed with reasonable care and skill, or access to courts and remedies available under applicable local law.

17. Disputes and governing law

Please first send a written description of any dispute to the contact email above. The parties will try in good faith for 30 days to resolve it informally.

For Business Clients, these Terms and each SOW are governed by Florida law, without regard to conflict-of-law principles, and disputes will be brought in the state or federal courts serving the Florida county where our principal office is located. Each party consents to that jurisdiction and venue.

For Consumers, the preceding choice applies only to the extent permitted by law and does not remove mandatory rights under the law of the Consumer’s habitual residence or any right to bring proceedings in a court available under mandatory consumer law.

18. General

Neither party is liable for delay caused by events beyond reasonable control, except for payment obligations already due. Neither party may assign an SOW without the other’s consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations.

Our relationship is that of independent contractors. These Terms do not create employment, partnership, fiduciary, franchise, or agency duties. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary, and the remainder continues.

Notices under an SOW may be sent by email to the addresses used for the project and are effective when received. These Terms, the SOW, incorporated policies, and any signed data processing agreement form the entire agreement for their subject matter.

19. Changes to these Terms

We may update these Terms for future Site use or future projects. The effective date will be revised when changes are posted. Material changes to an active SOW will not apply retroactively unless the parties agree or the law requires them.

Contact

Email: leah@utunannastudio.com

Website: utunannastudio.com

Postal address: 42041 Cypress Pkwy, Unit 4 PMB 5001, Punta Gorda, FL 33982, USA