Terms and Conditions – Studio Northwest BV

1. Parties and Scope

1.1 These terms and conditions apply to every assignment or agreement concluded with Studio Northwest BV, with registered office at Van Putlei 4, 2547 Lint, registered in the KBO under company number 0786.207.269 (hereinafter: “Studio Northwest”).

1.2 The counterparty of Studio Northwest is hereinafter referred to as “the Client”.

1.3 The Client’s own terms and conditions are explicitly excluded, unless Studio Northwest has accepted them in advance and in writing.

1.4 By entering into the agreement or accepting a delivery, the Client acknowledges to have read and agreed to these terms and conditions.

1.5 In case of conflict between these terms and the provisions in an offer or project agreement, the provisions of the offer or project agreement prevail.

2. Services and Performance

2.1 Studio Northwest provides its services as an obligation of means, unless a result obligation has been expressly agreed in writing.

2.2 Delivery and execution terms are indicative. Delays do not entitle the Client to compensation or termination, unless the delay is manifestly unreasonable and solely attributable to Studio Northwest.

2.3 The Client shall provide all necessary information, materials and feedback on time. If feedback or cooperation is delayed, agreed deadlines may be postponed accordingly and additional work may be charged.

2.4 For branding, design and development projects, a maximum of three (3) revision rounds are included, unless otherwise agreed in writing. Additional revisions or changes will be invoiced separately at the applicable hourly rate.

3. Prices and Payment

3.1 All prices are stated in euros, excluding VAT and any additional costs (such as hosting, domain registration, licenses, travel costs or third-party expenses), unless otherwise specified.

3.2 Invoices are payable within thirty (30) days after the invoice date, to the account designated by Studio Northwest.

3.3 In case of non-payment by the due date, a flat-rate compensation of 10% (with a minimum of €40) is due by law and without prior notice, increased with the statutory late payment interest under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.

3.4 Studio Northwest reserves the right to suspend its services as long as outstanding invoices remain unpaid.

4. Intellectual Property Rights

4.1 All intellectual property rights to designs, logos, graphics, code, texts, databases, methodologies, AI prompts and other works created or used by Studio Northwest remain the property of Studio Northwest until full payment of all invoices.

4.2 After full payment, the Client obtains a non-exclusive, non-transferable right of use for the agreed purposes. Transfer of ownership rights is only possible with an explicit written agreement.

4.3 Studio Northwest retains the right to use delivered works (such as websites, branding, visuals) in its portfolio, references and marketing communication, unless the Client objects in writing before delivery.

4.4 The Client guarantees that all material it provides (such as logos, texts, images, datasets) is free of third-party claims and indemnifies Studio Northwest against any claims.

5. Specific Provisions for Digital and AI Services

5.1 Studio Northwest aims to deliver high-quality and secure digital and AI-related services but does not guarantee that websites, applications or AI models will be completely error-free, uninterrupted, or protected against third parties.

5.2 Studio Northwest is not liable for damages caused by:
- failures or defects at hosting providers, software suppliers or external AI platforms;
- hacking, cyberattacks or data loss;
- the use of open-source components or external APIs;
- legal risks related to AI-generated content (such as copyright or data processing issues).

5.3 The Client remains fully responsible for the use of AI output and digital services in its own context (such as commercial use, legal compliance or sector-specific regulations).

6. Hosting and Maintenance

6.1 If Studio Northwest offers or re-invoices hosting or domain services, this is always in the name and for the account of the Client. The agreement remains directly between the Client and the provider.

6.2 Studio Northwest cannot be held liable for interruptions or failures at these third parties.

6.3 A hosting contract with Studio Northwest includes two (2) working hours per year for support or minor adjustments. Additional time will be charged at the applicable hourly rate.

6.4 The Client is fully responsible for the content it publishes online and undertakes to comply with applicable laws and regulations.

7. Liability

7.1 The liability of Studio Northwest is limited to direct damages resulting from an attributable fault, and in any case to the invoiced amount for the assignment concerned, with an absolute maximum of €15,000.

7.2 Liability for indirect damages (such as loss of profit, data loss, reputational damage or third-party claims) is excluded.

7.3 Complaints or claims must be reported in writing and with motivation within eight (8) days after discovery.

8. Confidentiality

8.1 Studio Northwest will treat all confidential information received from the Client during a project as strictly confidential and will not share it with third parties, except where necessary for execution of the assignment or if legally required.

8.2 The confidentiality obligation does not apply to information that was already publicly known or independently developed by Studio Northwest without use of the Client’s confidential information.

9. Termination and Cancellation

9.1 Studio Northwest may immediately suspend or terminate the agreement in case of non-payment or serious contractual breach by the Client.

9.2 If the Client terminates the agreement early without fault of Studio Northwest, a cancellation fee of 50% of the remaining agreed price (for fixed price projects), or 50% of the estimated remaining hours (for hourly projects), is due, without prejudice to Studio Northwest’s right to compensation for work already performed and costs incurred.

10. Processing of Personal Data

10.1 Studio Northwest processes personal data of the Client in accordance with applicable legislation and its privacy policy, available at www.studionorthwest.be or upon request.

10.2 The Client guarantees that any personal data of third parties it provides to Studio Northwest is lawful and with the necessary consent.

11. Force Majeure

11.1 Studio Northwest is not liable for delays or failures resulting from force majeure or circumstances beyond its reasonable control (such as telecom failures, power outages, pandemics, strikes or government measures).

12. Applicable Law and Jurisdiction

12.1 All agreements with Studio Northwest are exclusively governed by Belgian law.

12.2 Disputes fall under the exclusive jurisdiction of the courts of the district where Studio Northwest has its registered office.

13. Final Provisions

13.1 If one or more provisions of these terms are invalid or unenforceable, this shall not affect the validity of the remaining provisions.

13.2 In that case, the parties shall replace the invalid provision with a valid one that comes as close as possible to the original intention.

Last updated: 01/10/2025