Studio 1410 General Terms and Conditions

(August 2024)

 

I. Applicability

  1. The following General Terms and Conditions shall apply to all relations between Studio 1410, represented by Wimjan Nitelet, and the client (together: “the parties”). They shall form an integral part of any agreement between Studio 1410 and the client, unless otherwise expressly specified in writing in the agreement.
  2. General Terms and Conditions of the client shall not apply to any relation or agreement between Studio 1410 and the client, unless Studio 1410 has expressly agreed to it in writing.
  3. If any provisions of these General Terms and Conditions are ineffective, the effectiveness of the remaining provisions and the Contracts concluded on the basis of the same shall not be affected.

 

II. Conclusion of Contract

  1. Studio 1410 and the client shall enter into a Contract on the basis of a written Estimate by Studio 1410 for the client. The Estimate shall define the nature and scope of the services or products to be provided by Studio 1410 and may include a timeline or schedule. It shall also quote a price or a cost Estimate or otherwise specify the terms of renumeration.
  2. The Estimate shall not be binding on Studio 1410 and may be modified by Studio 1410 at any moment before it is accepted by the client.
  3. The Contract shall be concluded by the client’s written agreement to the Estimate before the expiration date indicated in the Estimate, unless Studio 1410 notifies the client in writing within 48 hours from the client’s acceptance of the Estimate that it withdraws the Estimate. The Estimate in the form agreed between the parties shall become the Contract between the two parties, unless they decide to draw up and sign a separate Contract.
  4. The Contract or its terms may be subsequently modified by written agreement between the parties.

 

III. Provision of services or products

  1. Studio 1410 shall provide its services or products in accordance with the terms set out in the Estimate or Contract agreed between the parties in accordance with section II.
  2. Either party shall inform the other without delay if it becomes aware that a modification of the terms, including the timeline, becomes necessary.
  3. All services or products, including drafts and preliminary designs and sketches, delivered by Studio 1410 to the client shall be checked by the client as regards their correctness (such as spelling or content) and their conformity with the agreed terms. The client shall inform Studio 1410 whether they accept the service or product or request a revision or modification in accordance with the agreed terms (section II).
  4. If the client does not respond within seven days to the delivered services or products, any delay in the delivery or implementation of the Contract resulting from the failure to reply or to reply in time shall be the client’s responsibility.
  5. If the client does not reply within 14 days to delivered drafts or preliminary services or products, Studio 1410 shall be entitled to consider them accepted and continue with the implementation of the Contract on this basis.
  6. The client shall respond within seven days to questions or requests by Studio 1410 which are necessary for Studio 1410 to deliver the agreed services or products. If the client does not respond within seven days to the questions or requests, any delay in the delivery or implementation of the Contract resulting from the failure to respond or to respond in time shall be the client’s responsibility.
  7. Studio 1410 shall be entitled to use external services of third parties or purchase products from third parties for the implementation of the Contract with the client. The costs for these services shall be charged to the client in accordance with the terms agreed between Studio 1410 and the client. Unless otherwise agreed between the parties, Studio 1410 applies a markup of 5% on the price or cost of third-party services and products.
  8. Studio 1410 undertakes to deliver its services or products in accordance with the schedule or timeline set out in the Contract (section II). Studio 1410 shall inform the client about possible delays as soon as Studio 1410 becomes aware of them. Failure by Studio 1410 to comply with the schedule or timeline shall not give raise to claims by the client for compensation or discounts on the agreed renumeration.

 

IV. Copyright and ownership

  1. Except for the retained rights described in the paragraph 2, all services provided and all materials Studio 1410 produces on the client’s behalf shall become the client’s property upon full payment of Studio 1410’s invoices.
  2. Studio 1410 shall retain the right to:
    1. use work produced for the client as part of its portfolio materials in both its online and offline portfolios;
    2. add the client’s firm to its client list; and
    3. use the client’s work in design competitions, publications, exhibitions, or other promotional purposes.
  3. Any material or ideas prepared or submitted to the client that the client chooses not to accept or for which the client has not paid Studio 1410’s invoices, within 60 days of submission to the client, shall remain Studio 1410’s property (regardless of whether the physical embodiment of creative work is in your possession in the form of copy, artwork, plates, recordings, films, tapes, etc.) and may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding the client’s business or methods of operation.

 

V. Termination of Contract

  1. The Contract between the parties may be terminated by written agreement between the parties. Contracts with an implementation period lasting more than three months may be terminated by either party with one month’s written notice.
  2. If Studio 1410 falls more than 60 days behind the agreed delivery schedule without good reason, and provided this is not due to any action or omission on the part of the client, the client shall be entitled to terminate the Contract.
  3. If the client fails to respond to received services, products or questions in accordance with section III for more than 60 days, Studio 1410 shall be entitled to terminate the Contract.
  4. If the agreement between the parties provides for advance payments or a payments schedule, and if the clients falls more than 60 days behind their payment obligations, Studio 1410 shall be entitled to terminate the Contract, provided it has sent an invoice in due time and at least one payment reminder at least 14 days prior to termination.
  5. If the Contract or any part of it is terminated early for any reason, the client shall pay Studio 1410 for the work completed to that date, along with all expenses incurred during the implementation of the Contract to that date. The client shall return any services or products, including preliminary ones, already received from Studio 1410 to Studio 1410; otherwise Studio 1410 is entitled to charge the client for these (preliminary) services or products.

 

VI. Payment

  1. The client shall pay Studio 1410 in accordance with the terms and schedules set out in the Contract. Studio 1410 shall invoice the client accordingly, and the client shall pay within 30 days upon receiving the invoice by bank transfer in accordance with the payment instructions on the invoice, unless otherwise agreed or indicated in the invoice.
  2. If the agreement between the two parties provides for advance payments or a payments schedule, and if the client fails to pay the amounts due, Studio 1410 shall be entitled to suspend further work or the delivery of further services and products until the due payments are made by the client.
  3. If the client fails to settle an invoice by the due date, Studio 1410 may send a first payment reminder free of charge. For each additional payment reminder, which Studio 1410 may send every 14 days, Studio 1410 may charge a fee of EUR.
  4. Studio 1410 may charge an interest rate of up to 5% on late payments, starting from 14 days after the first reminder.

 

VII. Applicable law

These General Terms and Conditions and any Contract between the parties shall be governed by the laws and regulations of the Kingdom of Belgium. The place of jurisdiction shall be the registered office of Studio 1410. This notwithstanding, Studio 1410 retains the right to sue the client at the client’s general place of jurisdiction.

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