Terms of Service

Last updated: 1 August 2025

These Terms of Service ("Terms") govern the relationship between ClonNua Digital Product Studio ("ClonNua", "we", "us", or "our"), a digital product studio registered in the Republic of Ireland, and any individual or organisation ("Client", "you") who engages our services. By signing a Statement of Work, paying a deposit, or otherwise instructing us to begin work, you agree to these Terms.

1. Services

ClonNua provides digital product strategy, design, and development services including but not limited to: websites, web applications, SaaS platforms, mobile applications, AI integrations, browser extensions, and ongoing maintenance. The specific scope, deliverables, timeline, and fees for each engagement are set out in a separate Statement of Work ("SOW") or project proposal agreed between both parties.

We reserve the right to subcontract any part of the work to trusted third-party specialists. We remain responsible for the quality and delivery of all subcontracted work.

2. Project Fees & Payment

All fees are stated in the relevant SOW or proposal. Unless otherwise agreed in writing:

A deposit of 50% of the total project fee is due before work commences.
The remaining balance is due upon project completion, prior to final delivery or deployment.
Invoices are payable within 14 calendar days of the invoice date.
Late payments accrue interest at 2% per month (or the maximum permitted by applicable law, whichever is lower) on the outstanding balance, calculated from the due date.
We reserve the right to pause or suspend work on any project where invoices remain unpaid beyond 30 days.

All prices are exclusive of VAT. Where VAT applies, it will be added to invoices at the applicable rate.

3. Changes to Scope

Any changes to the agreed scope of work must be requested in writing. We will assess the impact on timeline and cost and provide a written change order before additional work begins. Work requested outside the original SOW will be billed at our then-current day rate unless a fixed price is agreed.

4. Intellectual Property

Upon receipt of full payment for a project, all intellectual property rights in the final deliverables created specifically for the Client — including designs, code, and content — are assigned to the Client.

The following are not included in this assignment and remain the property of ClonNua:

Any pre-existing proprietary tools, frameworks, or components developed by ClonNua prior to the engagement.
Open-source software incorporated into the deliverables, which is governed by its respective licences.
Any work product for which payment has not been received in full.

We retain the right to display completed work in our portfolio, case studies, and promotional materials unless you request otherwise in writing before project completion.

5. Client Responsibilities

Timely delivery of projects depends on the Client providing:

Prompt feedback and approvals within agreed review periods (typically 5 business days).
All required content, assets, credentials, and third-party access necessary for the work.
A nominated point of contact with authority to make decisions on behalf of the Client.

Where delays in the project are caused by the Client failing to meet these responsibilities, timeline estimates will be adjusted accordingly and we accept no liability for such delays.

6. Confidentiality

Both parties agree to keep confidential any information shared during the engagement that is designated as confidential or that a reasonable person would understand to be confidential. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

This confidentiality obligation survives the termination of any project or these Terms for a period of three (3) years.

7. Warranties & Representations

We warrant that:

The services will be performed with reasonable skill and care.
Deliverables will materially conform to the specifications agreed in the relevant SOW at the time of delivery.
To the best of our knowledge, the work we create will not infringe the intellectual property rights of any third party.

The Client warrants that all materials, content, and instructions provided to us do not infringe any third-party rights and that the Client has the authority to commission the work described.

8. Limitation of Liability

To the fullest extent permitted by law, ClonNua's total liability to the Client for any claim arising out of or in connection with a project shall not exceed the total fees paid by the Client for the specific project giving rise to the claim.

Neither party shall be liable to the other for any indirect, incidental, special, or consequential losses, including loss of profit, revenue, data, or business opportunities, even if advised of the possibility of such losses.

Nothing in these Terms limits or excludes liability for fraud, death, or personal injury caused by negligence, or any other liability that cannot be excluded by applicable law.

9. Termination

Either party may terminate a project by giving 14 days' written notice to the other party.

In the event of termination:

The Client is liable for all fees for work completed up to the date of termination.
We will provide the Client with all completed work and work in progress at the time of termination, upon receipt of outstanding payment.
The deposit is non-refundable where work has commenced, unless termination is due to a material breach by ClonNua.

We may terminate immediately, without notice, in the event of the Client's insolvency, persistent non-payment, or material breach of these Terms.

10. Force Majeure

Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including acts of God, war, pandemic, or widespread internet outages. The affected party must notify the other promptly.

11. Governing Law & Disputes

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Ireland.

In the event of a dispute, both parties agree to attempt to resolve it in good faith through negotiation before initiating formal legal proceedings. Any unresolved disputes shall be subject to the exclusive jurisdiction of the courts of the Republic of Ireland.

12. Changes to These Terms

We may update these Terms from time to time. The version published on our website at the time a SOW is signed governs that engagement. Material changes will be notified to active Clients.

13. Contact

If you have any questions about these Terms, please contact us at hello@clonnua.com.