1. Application

These general terms and conditions apply to all offers from and all agreements with Studio 84, even if conflicting provisions appear on client documents. By placing an order, the client accepts Studio 84's general terms and conditions.

2. Offers and quotations - order confirmation

All offers and quotations by Studio 84 are without obligation until the moment of acceptance by the client. The agreement is concluded when the client signs the offer unchanged for approval within eight days and returns it to Studio 84. Each order or order confirmation by the customer, binds the customer to the agreement. The agreement replaces all previously concluded verbal and/or written agreements. The execution of the order starts from receipt of the advance payment. All changes in scope/functionalities during and/or after the process, will be carried out on a directional basis at the hourly rate applicable at that time, unless agreed otherwise. Travel and relocation costs shall always be borne by the customer, unless expressly agreed otherwise.

3. Cancellation of the order

The client's cancellation of an order is possible as long as Studio 84 has not yet started its work. In the event of cancellation, the client shall owe reasonable compensation corresponding to the costs already incurred and the lost profit, with a maximum of 15% of the agreed price.

4. Delivery

The delivery date is only given as an indication and does not bind Studio 84. Delays in delivery do not entitle the client to compensation or a price reduction, nor to dissolve the agreement. If the parties have explicitly agreed on a binding delivery period, this period will be extended if the client fails to submit information, documents, originals or images (on time) and accept the improved proofs (on time), or if the client places additional orders.

5. Risk

All goods - both physical goods and digital files - belonging to the client and located at Studio 84 are kept there at the client's risk.

6. Terms of payment

Invoices are payable within thirty (30) days of the invoice date, unless otherwise agreed in writing. Disputes must be notified in writing to Studio 84 within seven (7) working days after receipt of the invoice. A dispute, if well-founded, may lead to a temporary suspension of the payment obligation for the disputed amount.
If the client fails to pay within the stipulated period, Studio 84 will send the client a reminder. In case of non-payment within fourteen (14) days after this reminder, the customer will owe default interest at the legal interest rate, as stipulated in the Law of 02/08/2002 on Combating Late Payment in Commercial Transactions. The liquidated damages shall be limited to 5% of the invoice amount with a minimum of EUR 25.

Studio 84 reserves the right to suspend the performance of its obligations until the client has paid the overdue invoices. In case of payment problems, the client is encouraged to contact Studio 84 to discuss a suitable payment arrangement.

7. Liability

Studio 84 undertakes to perform all services to be provided with care. All performances by Studio 84 are resource commitments. Studio 84 is not liable for errors in performance due to insufficient or incorrect input by the client.
Studio 84's liability in respect of services provided to the client is limited to either reimbursement of the price paid by the client or the re-performance of the services, at Studio 84's discretion. Studio 84's total liability will never exceed the price paid by the client to Studio 84 for the services that gave rise to the claim.
Studio 84 cannot be held liable for any consequential damage such as loss of expected profit, decrease in turnover, increased operational costs, loss of clientele, which the client or third parties would suffer as a result of any fault or negligence on the part of Studio 84, except in the event of fraud or gross negligence.
Regarding services originating from third-party suppliers, Studio 84 does not accept any liability above or beyond the liability that the third-party suppliers are willing to accept for their products or services. Studio 84 cannot be held liable for the use of photos or fonts supplied and/or approved by the client.

8. Warranty period

Studio 84 provides a warranty period of two (2) months after test delivery for handling technical bugs. During this period, Studio 84 undertakes to fix all reported technical bugs free of charge, provided they are reported in writing within the warranty period.
The test delivery shall be considered as provisional acceptance by the customer. Without written notice to the contrary, this provisional acceptance becomes final after the guarantee period. This guarantee does not cover faults resulting from changes or modifications made by the client or third parties without Studio 84's prior written consent.

9. Intellectual property rights

Intellectual Property Rights means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, neighbouring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawings or models, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programmes and semi-conductors. Both parties accept that the concept of a website (in particular the construction of the screens of the website, main navigation) will in principle not be protected by Intellectual Property Rights. The Client can therefore find a similar structure on other sites developed by Studio 84. The Intellectual Property Rights associated with the visual design of the website created by Studio 84 are transferred to the client, after payment (article 6). This transfer applies to the fullest extent, for all modes and forms of exploitation, for the entire duration of the right in question and for the entire world. In addition, the customer receives a non-exclusive licence to use all codes used for the website. This user licence is valid for the duration of the protection of the code by copyright and for the entire world. However, if the website contains photos or drawings that have not been provided by the customer, but have been extracted by Studio 84 from a website that makes photos and illustrations available online whether or not for payment, the licence of use that the customer obtains on these photos and drawings is subject to the terms and conditions stipulated on the website of this online library. As a rule, this user licence will not be exclusive. Studio 84 does not provide any guarantee with regard to these photographs and illustrations.

10. Termination of the agreement

If the customer is guilty of a serious contractual default that the customer fails to remedy within 8 days of receiving a registered letter of formal notice, Studio 84 is entitled to either (1) suspend the agreement until the customer has fulfilled his commitments or (2) terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date, will always be considered a serious contractual default. Upon termination of the agreement, the client shall pay for all services provided by Studio 84, as well as the costs incurred by Studio 84 as a result of this termination, Any advance paid shall, in any case, remain vested in Studio 84. Moreover, Studio 84 retains the right to claim higher damages if it proves that its actual damages suffered are greater than the lump-sum damages as stipulated above. Nevertheless, each party accepts to grant the other party a reasonable period of time to remedy its possible shortcomings and to always seek an amicable settlement first.

11. Duty of confidentiality

The parties undertake to keep confidential the commercial and technical information and trade secrets they learn from the other party, even after the termination of the agreement, and to use them only for the performance of the agreement.

12. Processing personal data

Insofar as the client processes personal data on Studio 84's server, Studio 84 has the capacity of processor. The client has the capacity of data controller within the meaning of the Personal Data Processing Act. The client declares to fully comply with the obligations resting on the person responsible for processing, included in this Act. In the context of the services for the client, Studio 84 processes personal data of the contact persons provided by the client. The contact details of these persons are processed for the purpose of "client management", i.e. to contact the client regarding the services. The contact persons have a right to access and correct their data.

13. Reference

The client agrees that the work carried out by Studio 84 for the client will be included in Studio 84's reference portfolio.

14. Force majeure

Force majeure means any circumstance beyond the will and control of Studio 84 that prevents the fulfilment of all or part of its obligations. This includes, but is not limited to, natural disasters, war, pandemics, strikes, lockouts, fire, floods, transport disruptions, government measures, and other unforeseen events that could not reasonably be avoided.
In case of force majeure, Studio 84's obligations will be suspended for the duration of the force majeure situation. Studio 84 is not liable for any compensation or price reduction to the client during this period.

15. Nullity

If any provision of these general terms and conditions is void, the other provisions will remain in full force and effect and Studio 84 and the client will replace the void provision with another provision that approaches the purpose and purport of the void provision as much as possible.

16. Applicable law - competent court

Belgian law applies to Studio 84's agreements. Any dispute regarding the conclusion, validity, execution and/or termination of this agreement will be settled by the competent court in Ghent.

17. The creation of distinguishing marks

Studio 84 has the expertise to develop a word or figurative mark or a complex word and figurative mark for its clients. It is understood that Studio 84 cannot vouch for an examination of the availability of a sign. Clients are advised to contact a specialised trademark agency to check whether certain signs have not previously been used or registered as trademarks by third parties. With this same specialised trademark agency, the client should discuss the distinctiveness of your distinctive sign as such evaluation assumes specialised legal knowledge. Studio 84 is happy to discuss further with the client how to approach the creation of the logo, and how to work with the specialised agency. The purchase of fonts, stock photos and other graphic material is done in consultation with the client and charged to the client. This may be an annual or a one-off cost.