GENERAL TERMS AND CONDITIONS — KINDR STUDIO
1. Company details
Kindr Studio is a trading name of:
Uptec Pty Ltd 77 Cinnamon Meander Two Rocks, WA 6037, Australia ABN: 48 643 822 833 Email: [email protected] Website: kindrstudio.com
Uptec Pty Ltd is not subject to any licensing regime or supervisory authority and does not practise a regulated profession.
2. Applicability, acknowledgement and acceptance
2.1 These general terms and conditions form an integral part of and apply to all offers, quotations, purchase orders, invoices and agreements of Kindr Studio (hereinafter “Kindr Studio”) with the client (hereinafter “the client”), to the exclusion of any special or general conditions of the client.
2.2 Unless expressly agreed otherwise in writing, the mutual rights and obligations of the parties are governed exclusively by these general terms and conditions. Kindr Studio does not accept the general terms and conditions appearing on the client’s documents.
2.3 By engaging Kindr Studio, the client expressly declares to have read and accepted these general terms and conditions. The client may consult these terms at any time via the website or request a copy by email.
2.4 If Kindr Studio and the client conclude a separate written agreement, the provisions of that agreement shall prevail over these general terms and conditions, provided it is also signed in writing by Kindr Studio. These general terms and conditions shall then apply as supplementary law.
3. Offer and formation of the agreement
3.1 The agreement between Kindr Studio and the client is formed upon the client’s submission of a purchase order referencing Kindr Studio’s quotation, and Kindr Studio’s confirmation by email.
3.2 Kindr Studio reserves the right to accept or refuse orders at its own discretion.
4. Quotations and prices
4.1 A quotation from Kindr Studio is non-binding and constitutes merely an invitation to place an order. If the quotation is based on information provided by the client, the client alone is responsible for the accuracy and completeness of that information.
4.2 The validity period of quotations is as stated on the quotation. If no validity period is mentioned, it is 30 days.
4.3 No rights may be derived from past quotations or agreements for future engagements.
4.4 All prices are in euros and exclusive of VAT, unless stated otherwise.
4.5 The agreement is only formed once the client has confirmed the purchase order, or upon commencement of performance by Kindr Studio.
5. Independence
Kindr Studio performs the agreed assignments autonomously. Kindr Studio undertakes to carry out the entrusted assignment fully and professionally, with the care and competence that the client may expect from an experienced specialist. The client shall provide Kindr Studio with all reasonable cooperation, including making available the required business data.
6. Pricing and invoicing
6.1 Unless expressly agreed otherwise in writing, orders are invoiced at the prices and conditions stated in the purchase order or agreement. Prices are exclusive of VAT.
6.2 Kindr Studio typically applies the following billing structure for custom software:
- Setup fee: one-time fee upon delivery of the tool
- Monthly retainer: for maintenance, updates and support, invoiced monthly
6.3 Kindr Studio reserves the right to request advance payments, in particular for assignments with a setup fee exceeding €2,500.
6.4 Third-party API and service costs The monthly retainer covers reasonable use of third-party APIs and services (including AI models, transcription, email and other services) up to a threshold stated in the quote (default: €30 excl. VAT/month). Usage above this threshold is invoiced monthly at cost plus a 10% administration fee. Kindr Studio will notify the client when usage approaches the threshold. If the client supplies and uses their own API keys, all API costs are the client’s sole responsibility.
7. Delivery terms and timelines
7.1 Delivery timelines indicated by Kindr Studio are indicative. Delays in the delivery of software or services do not give rise to any right to compensation, unless expressly agreed in writing.
7.2 Delivery of software takes place digitally via a secure URL or access link.
8. Payment terms
8.1 Unless agreed otherwise, all invoices are payable within 30 (thirty) days of the invoice date.
8.2 In the event of late payment, Kindr Studio may initiate a collection procedure. The client remains liable for all extrajudicial and/or judicial collection costs.
8.3 Late payment automatically and without prior notice results in statutory interest of 12% per annum, plus a fixed compensation of 10% of the outstanding amount, with a minimum of €50, without prejudice to any reminder and court costs.
8.4 Non-payment of one or more invoices on the due date renders all other outstanding invoices immediately due and payable in full.
8.5 In the event of non-payment, Kindr Studio reserves the right to suspend access to the delivered tool until all outstanding amounts have been settled.
9. Complaints
Complaints regarding delivered services or disputes about an invoice must be submitted within 8 calendar days of delivery or receipt of the invoice, by email to [email protected], failing which the services or invoice shall be deemed accepted without reservation. Filing a complaint does not entitle the client to suspend payment obligations.
10. Maintenance, uptime and support (retainer)
10.1 Under a monthly retainer, Kindr Studio undertakes to:
- Maintain technical availability of the tool on a best-effort basis
- Correct bugs that impair the core functionality of the tool
- Apply minor updates and adjustments as agreed at the start of the engagement
10.2 Kindr Studio does not guarantee a specific uptime percentage unless expressly agreed in writing. Planned maintenance is preferably carried out between 02:00 and 04:00 local time.
10.3 Kindr Studio is not liable for interruptions caused by external service providers (Cloudflare, Anthropic, OpenAI, Microsoft, etc.) or by factors beyond its control.
11. Intellectual property
Kindr Studio offers two delivery tracks, chosen at the start of the engagement:
- Managed track (default): Kindr Studio hosts and maintains the tool. All intellectual property rights in the software, tools, architecture, code and methods developed by Kindr Studio belong exclusively to Kindr Studio. The client receives a non-exclusive, non-transferable right to use the delivered tool for the duration of the agreement.
- Handover track: The full source code, documentation and deployment instructions are transferred to the client upon delivery, at a one-time additional fee as specified in the quote. After handover, the client is responsible for management, maintenance and hosting. Kindr Studio may provide transitional support on request as a separately invoiced service.
11.1 The chosen track is stated in the quote. A change of track after signature is possible by written agreement and a corresponding price adjustment.
11.2 Hosting: Under the Managed track, Kindr Studio hosts the tool on its own infrastructure. The client may request to run the tool on their own infrastructure (self-hosting); in that case the licensing structure of the Managed track continues to apply, unless the parties switch to the Handover track.
11.3 The client acknowledges that Kindr Studio uses its own knowledge, methods and tools, including third-party AI technology (Anthropic, OpenAI, etc.), in performing the services. Kindr Studio retains the right to continue using and developing these methods, without prejudice to the confidentiality of the client’s data.
11.4 Data provided by the client (customer data, business information, audio recordings) remains the property of the client at all times. Kindr Studio makes no claim to this data, uses it solely for the performance of the agreed services, and does not share it with third parties other than the sub-processors listed in Article 16.
11.5 Kindr Studio may only mention the client’s name as a reference with the client’s prior written consent.
12. Warranty
12.1 Complaints or observations regarding delivered services must be submitted within 7 calendar days of delivery by email to Kindr Studio.
12.2 A warranty against hidden defects of 3 months from commissioning, with a maximum of 6 months after delivery, applies to delivered software. Complaints must be submitted immediately upon discovery of the defect, by email and in detail.
12.3 Following formal notice from the client, Kindr Studio always has the right to remedy the defect before any other measure may be taken.
13. Force majeure and liability
13.1 Kindr Studio may suspend the agreement if it is unable to fulfil its obligations due to force majeure, including disruptions at external service providers (cloud, AI APIs, network), cyberattacks, government measures and hardware failures.
13.2 Kindr Studio’s liability is limited to direct damages and only arises in the event of intent or gross negligence. Kindr Studio is never liable for indirect or consequential damages, loss of profit, loss of revenue or data loss.
13.3 Kindr Studio’s total liability, contractual and non-contractual, is capped at the amount (excl. VAT) invoiced in the 12 months preceding the damaging event.
13.4 Kindr Studio is not liable for damages resulting from the client’s or third parties’ use of AI-generated content (analyses, summaries, quotations). The client is responsible for evaluating and using such content.
14. Exclusivity
Kindr Studio has no exclusivity obligation towards the client and may work for other clients, with strict respect for the confidentiality obligation described in Article 11.
15. Non-solicitation
15.1 Both parties shall, without prior written consent, refrain from actively soliciting employees or independent contractors of the other party during the term of the agreement and for 12 months after its termination.
15.2 Any breach of this clause entitles the aggrieved party to immediately terminate the agreement and claim fixed compensation of €10,000, without prejudice to the right to claim higher proven damages.
16. Data processing and Data Processing Agreement (DPA)
16.1 General Kindr Studio processes personal data of the client for the purposes of performing the agreement, client management and accounting. The legal bases are the performance of the agreement, consent, compliance with legal obligations and legitimate interest.
16.2 Processor relationship In the context of the delivered software tools, Kindr Studio acts as a processor of personal data for which the client is the controller within the meaning of the General Data Protection Regulation (GDPR). This article constitutes the Data Processing Agreement (DPA) as required by Article 28 GDPR. By accepting these general terms and conditions, the client also accepts this DPA.
16.3 Purpose and nature of processing Kindr Studio processes personal data solely for the following purposes:
- Developing, testing and maintaining the agreed software tool
- Providing technical support
- Performing AI analyses on data provided by the client
Kindr Studio processes data solely on the instructions of the client.
16.4 Categories of personal data
| Category of data subjects | Categories of personal data |
|---|---|
| Clients of the controller | Name, company name, VAT number, address, email, phone |
| Contact persons | Name, role, phone, email |
| End users of the tool | Name, email, usage data |
Special categories of personal data (Art. 9 GDPR) are not processed.
16.5 Sub-processors
| Sub-processor | Service | Location | Safeguard |
|---|---|---|---|
| Anthropic PBC | AI analysis of text and audio | US | Standard Contractual Clauses (SCCs) |
| OpenAI LLC | Audio transcription (Whisper API) | US | Standard Contractual Clauses (SCCs) |
| Tavily AI | Web search for client research | US | Standard Contractual Clauses (SCCs) |
| Microsoft (OneDrive) | Database backups | EU | GDPR-compliant, EU data centre |
| Cloudflare Inc. | Secure network tunnel (HTTPS) | EU PoP | Standard Contractual Clauses (SCCs) |
By accepting these terms, the client grants general authorisation for the use of the above sub-processors. Kindr Studio will inform the client of any changes to the list. The client has the right to object within 14 days of notification.
16.6 Technical and organisational measures Kindr Studio applies appropriate security measures, including:
- Encrypted communication (HTTPS via Cloudflare)
- JWT authentication for tool access
- Access restricted to authorised users
- Daily backups to Microsoft OneDrive (EU region)
- Regular security audits
16.7 Data breach notification Kindr Studio will notify the client of any (suspected) data breach within 24 hours of discovery, to allow the client to meet the 72-hour notification obligation to the relevant supervisory authority.
16.8 Deletion after termination After termination of the agreement, all personal data will be deleted or returned within 30 days, at the client’s choice. Backups will be overwritten within 90 days.
16.9 Assistance Kindr Studio provides reasonable assistance with data subject requests (access, erasure, etc.) and GDPR compliance obligations.
16.10 Transfers outside the EEA Data transferred to sub-processors outside the EEA is covered by Standard Contractual Clauses pursuant to Art. 46 GDPR.
17. Disputes and governing law
17.1 Any invalidity of one provision does not affect the validity of the remaining provisions or the agreement.
17.2 In the event of disputes, the parties shall seek an amicable resolution.
17.3 Belgian law applies. The competent Belgian courts have exclusive territorial jurisdiction.
Version 1.0 — 2026-07-14 Kindr Studio — Olivier Verkinderen