Studio Earl, with its registered office located at 40 John Archer Way, SW182TS London, United Kingdom, represented by Arle Dillien and hereinafter referred to as the "Service Provider".

Article 1: Applicability

The following general terms and conditions of Studio Earl apply to all quotations, invoices, and any form of service provided by Studio Earl. By simply placing an order, the Client acknowledges that they have read and fully agree to these general terms and conditions.

The Service Provider is a communication agency specialized in services within the digital marketing sector, including but not limited to content marketing and management, social media, copywriting, web design, graphic design, e-commerce, branding, direct marketing, advertising, public relations, and influencer marketing.

The Client may be any natural person or legal entity that enters into a professional or contractual relationship of any kind with Studio Earl within the scope of their trade, business, craft, or professional activity (hereinafter referred to as the "Client").

1.1 Notwithstanding the application of any special conditions included in the offer, these general terms and conditions apply to the offers, invoices, and services of Studio Earl.

1.2 Entering into an agreement with Studio Earl implies full acknowledgment as well as the overall and unconditional acceptance of the Service Provider's general terms and conditions. The application of the Service Provider's general terms and conditions excludes the application of any other (general or specific) terms of the Client.

1.3 The Service Provider reserves the right to modify these general terms and conditions at any time in line with economic and legal necessities. These general terms and conditions may not be amended or revoked without the written and explicit consent of the Service Provider.  

Article 2: Offer and Agreement.

2.1 Any offer or agreement made by one of the Service Provider's representatives, agents, or intermediaries in general will only bind the Service Provider after written confirmation by an authorized representative empowered to legally bind the Service Provider, and only insofar as the offer or agreement does not contradict these general terms and conditions of sale. All oral commitments made by the Service Provider's employees, of any kind, are only valid after written confirmation by the Service Provider's representative. An offer made via telex, fax, email, or phone will only bind the Service Provider after written confirmation.

2.2 The Service Provider's quotations addressed to Clients are non-binding and as such do not create any obligation.

2.3 All quotations provided by the Service Provider are based on the Client's information. Any change in the provided data may lead to a revision of the terms outlined in the quotation.

2.4 An agreement between the Service Provider and the Client is concluded by the signature of the quotation by both parties within the validity period stated on the quotation, or by written confirmation from the Client, either via email or letter.

2.5 The Service Provider is entitled to request payment of an advance on the agreed price, in which case the agreement will only be concluded upon full payment of the advance.

Article 3: Delivery periods

3.1 The specified delivery times are to be considered as indicative only and do not bind the Service Provider, unless otherwise stated in writing. Under no circumstances can an exceedance of an indicative delivery time give rise to compensation, cancellation of an order, or termination of the agreement.

3.2 In the event that delivery is wholly or partially prevented due to unforeseen circumstances, insufficient stock, other supply difficulties, or force majeure, the Service Provider is entitled to suspend the delivery in whole or in part, as well as to waive the performance of the agreement, either in whole or in part. In the case of partial delivery or performance of the agreement, the Client remains obligated to pay for the delivered/performed portion, without the Client being entitled to any compensation.

Article 4: Acceptance, Duration, Termination, and Cancellation

4.1 If the agreement between the Service Provider and the Client concerns one-time services (project basis), the agreement will commence on the date as agreed upon in the quote and will terminate when the services have been provided by the Service Provider to the Client and the Client has made all payments due under the agreement. In such case, the Client will not be entitled to terminate the agreement prematurely, unless the full price as stated in the quote is paid.

4.2 If the agreement between the Service Provider and the Client concerns ongoing services (subscription basis), the agreement will commence and terminate on the date as mutually agreed upon in writing in the quote. The parties will consult each other regarding any possible extension of this term. Under no circumstances will the Client be entitled to terminate the agreement prematurely, unless the full price for the applicable period is paid. If the agreement is concluded for an indefinite period, the Client may terminate the agreement with a notice period of 60 days.

4.3 The Service Provider has the right to terminate the agreement with the Client at any time, with immediate effect, without judicial authorization, without prior notice of default, and without payment of any compensation, in the following cases: (i) if the Client, despite written notice of default with a 7-day deadline, fails to comply with one or more obligations arising from the agreement; (ii) in the event of the suspension of payments or the filing of bankruptcy by the Client; or (iii) in the event of the liquidation or cessation of the Client's activities.

In the event of such termination, the Service Provider reserves the right to claim compensation for the costs, interest, and damages incurred as a result, and all claims of the Service Provider against the Client shall become immediately due and payable.

Article 5. Execution of the assignment

5.1 The Service Provider agrees to perform the agreement with the Client in accordance with the standards of the profession. However, the Service Provider is only obligated to make reasonable efforts and in no case guarantees a specific result. Both the Client and the Service Provider agree to fully cooperate and provide each other, upon request, with all relevant information and details necessary for the proper execution of the Assignment.

5.2. The agreed services of the Service Provider are not exhaustive. The parties may adjust these services based on the Client's needs, without affecting the essential components of the services.

5.3 The Service Provider is entitled to subcontract the services under the agreement, in whole or in part, to one or more subcontractors, who shall perform the services under the supervision of the Service Provider in accordance with professional standards. Except in cases of fraud, intentional wrongdoing, or gross negligence on the part of the subcontractor, the Service Provider shall be liable for any damage caused by a subcontractor.

5.4 If a delivery deadline for the services has been agreed upon in the quote, it shall always be strictly indicative and without any commitment on the part of the Service Provider regarding the outcome. However, the Service Provider agrees to make every effort to meet such deadlines. Any delay in delivery shall not entitle the Client to any compensation, nor give the Client the right to terminate the agreement with the Service Provider.

5.5 Agreed deadlines shall in any case be extended due to any delays caused by a third party and/or the Client, including but not limited to delays in the provision of information necessary for the commencement of the services by the Client to the Service Provider.

5.6 Upon completion of the execution of the Assignment, the Client agrees to either approve the services provided by the Service Provider or make reservations if the services do not meet the requirements.

5.7 The Client is deemed to have tacitly accepted and approved the Assignment if the Client does not make any reservations within 7 days following the completion of the execution of the Assignment.

5.8 The transfer of risk occurs as soon as the Client receives the Assignment without any reservations.

5.9 If the Client imposes additional work or orders changes during the execution of the agreement, the Service Provider is entitled to extend the agreed-upon delivery period and charge for these additional services.

Article 6: Pricing and Payment

6.1 The Client agrees to pay the Service Provider the price determined based on the quote attached to this agreement. The quote includes a fixed rate, and in addition, the amount billed monthly may include charges for services that were variable and additionally requested by the Client from the Service Provider.

6.2 The Service Provider will invoice the Client on a monthly basis for subscription-based services or upon completion of the project, unless otherwise agreed upon in writing by both parties.

6.3 The Client has a period of 14 days to make payment for any received invoice. The Service Provider accepts the following forms of payment: Bank transfer.

6.4 The Service Provider may, if the Client fails to pay the invoiced amount within the period specified on the invoice or as stipulated in this agreement: 

- claiming late payment interest at the interest rate applicable in the event of payment delay in commercial transactions published by the Federal Public Service (FPS) Finance.

- compel the Customer to pay in advance for all or a specified portion of the services under the Order; 

- suspend or terminate the execution of the Order, in whole or in part, until the outstanding amount is paid.

6.5 Any invoice that remains partially or entirely unpaid after its due date will automatically incur late payment interest, without prejudice to the Service Provider's right to claim compensation for damages.

6.6 The failure to pay a bill in whole or in part by its due date will cause all other amounts and outstanding invoices to become immediately due and payable. In the event that any invoice remains unpaid, the Service Provider has the right to terminate all existing, yet-to-be-executed agreements with the Client.

6.7 An invoice must be contested by registered letter within 7 days from the issuance date of the invoice in case of complaints. Any complaints submitted after this period will be considered as late and will not be taken into account.

6.8 The price is determined based on the information available to the Service Provider. It is the responsibility of the Client to provide all necessary information to the Service Provider to establish the price and ensure that the provided data is accurate. If it is later discovered that the information provided by the Client, on which the price was based, was incorrect or has since changed, this will lead to a revision of the price.

6.9 The Service Provider expressly reserves the right to increase the agreed price if, after the date of the agreement, one or more objective cost factors (including but not limited to energy prices and labor costs) undergo a demonstrable increase.

6.10 The Client is liable for all other costs or expenses that are reasonable and necessary for the performance of the Assignment that they have approved in advance. The following costs and expenses are not included in the price and shall be borne by the Client:

- click budget for advertising
- costs for graphics and printing
- any external platform costs

Article 7: Obligations of the Client

7.1 The Client is obligated to provide accurate and complete information to the Service Provider in order to enable them to calculate a price that reflects the actual cost and to execute the agreement.

7.2 It is also the responsibility of the Client to grant the Service Provider access to the systems and data necessary to execute the agreement.

7.3 It is the responsibility of the Client to immediately notify the Service Provider of any changes to the provided information, as well as any changes that may affect the execution of the agreement.

7.4 The Client agrees, during the term of the agreement with the Service Provider, not to engage a third party that provides services that are wholly or partially part of the services provided by the Service Provider.

7.5 The Client guarantees to the Service Provider that the information, documents, and other materials provided for the execution of the agreement are accurate and complete, and that their use does not infringe upon any (national or international) regulations or third-party (intellectual property) rights. The Client shall indemnify the Service Provider against any claims based on this and shall compensate the Service Provider for any potential damages incurred in this regard.

Article 8 : Risk and retention of title clause

8.1 Unless otherwise agreed in writing, the shipment of goods shall be at the Client’s expense and risk.

8.2 The delivered goods shall remain the property of the Service Provider until all amounts due have been paid in full, without prejudice to the Client's risk concerning the goods. In the event of non-payment, the Client shall, upon first request by the Service Provider, return the goods to the Service Provider. The costs associated with the return shall be borne by the Client.

Article 9 : Complaints and Disputes

9.1 The Client undertakes to immediately inspect the services upon delivery by the Service Provider for conformity and defects. Any non-conformity between the agreed services and the services delivered must be reported to the Service Provider in writing without delay and no later than 7 days after delivery. Complaints must be described with utmost precision.

9.2 Complaints regarding services that have been modified by the Client or a third party after delivery will not be considered.

9.3 In the event that the services provided by the Service Provider under the agreement with the Client exhibit defects, the Client shall only be entitled to either a replacement or a refund, at the sole discretion of the Service Provider, without any right to claim any form of compensation.

9.4 The Client is obliged to allow the Service Provider to investigate the complaint and must therefore provide full cooperation.

9.5 The unconditional acceptance of the services provided by the Service Provider shall be evidenced by the unconditional use of the delivered services.

Article 10: Force majeure

10.1 If the performance of the agreement cannot take place due to force majeure, the defaulting party shall inform the other party within 7 calendar days of the commencement of the force majeure situation. Force majeure is understood to be a situation in which the performance of the agreement by one of the parties is wholly or partially, temporarily or permanently, prevented due to circumstances beyond the control of that party, even if such circumstances were foreseeable at the time of the conclusion of the agreement. Without striving for exhaustiveness, the following are considered force majeure events: depletion of stock, delays or failure of deliveries by a party's suppliers, breakdown of machinery, strike or lock-out, fire, riot, war, epidemic, flood, electrical, computer, internet or telecommunications disruptions, government decisions or interventions, and errors and delays caused by third parties.

10.2 In the event that a force majeure situation results in an interruption of performance, the execution period and the obligations of the relevant party shall be suspended by operation of law for the duration of the interruption. In such a case, the parties shall make all reasonable efforts to mitigate the consequences of the force majeure situation.

10.3 If the force majeure situation lasts longer than 30 working days, either party shall be entitled to terminate the agreement without the intervention of a court, without the other party being required to pay any compensation to the first party, except for the costs already incurred by the Service Provider prior to the force majeure situation, which shall be borne by the Client. Before the agreement is terminated, it will be assessed whether the agreement can be amended within the scope of the force majeure situation. Both parties must agree to this amendment in writing.

10.4 Neither party shall be liable for any delay or failure to perform its contractual obligations if such delay or failure is due to an event beyond its control, the consequences of which could not reasonably have been foreseen at the time of entering into the agreement, and the effects of which could not be prevented by appropriate measures.

10.5 If a change in circumstances, unforeseeable at the time of entering into the agreement, makes the performance of the agreement unduly burdensome for a party that did not accept the risk, that party may request the other party to renegotiate the agreement. The party requesting renegotiation shall continue to fulfill its obligations during the renegotiation process.

10.6 In the event of refusal or the failure to initiate new negotiations, the parties may agree to terminate the agreement on the date and under the conditions they determine, or mutually request the court to adjust the agreement. If no agreement is reached within a reasonable period, the court, at the request of one of the parties, may review or terminate the agreement on the date and under the conditions set by the court.

Article 11 : Intellectual Property Rights

11.1 The Service Provider may create items that (automatically or through registration) result in the application of certain intellectual property rights, including plans, drawings, specifications, reports, advice, analyses, designs, methodologies, codes, artworks, or any other items necessary for the provision of services to the Client.

11.2 Unless the parties agree otherwise in writing, the intellectual property rights generated by the Service Provider in the context of the Assignment shall belong to the Client, regardless of whether the items in question are protected by any applicable law.

11.3 The Client is and remains the owner of all intellectual property rights to the data, files, and documents that are transferred or made available to the Service Provider in the context of the execution of the agreement.

11.4 The Client confirms that, in the context of the services provided to the Client, the Service Provider is granted a limited right of use for the trademarks, trade names, signs, logos, texts, descriptions, images, and any other materials provided by the Client to the Service Provider. The granted right of use is strictly limited to the services necessary for the performance of the agreement. In this regard, the Client confirms that the provided materials are their own property or that they have obtained the necessary rights from the rightful owner. The Client indemnifies the Service Provider against any claims from third parties in this regard.

11.5 Neither the Agreement nor its performance includes, unless otherwise stipulated in writing, any transfer of intellectual rights from the Service Provider to the Customer.

11.6 The Client expressly acknowledges that the Service Provider shall never be prohibited from using the tools, methodology, experience, and know-how of the Service Provider for other agreements and purposes.

11.7 The Client is not permitted to store, copy, modify, publish, distribute, transfer, sell, or use in any way the designs, documentation, and other materials for which the intellectual property rights belong to the Service Provider, without the prior written consent of the Service Provider.

11.8 The Client expressly grants the Service Provider permission to use the Client’s trade name as a reference in the context of the development of its commercial activities.

Article 12 : Data protection

12.1 The Service Provider agrees to handle all personal data received from the Client in accordance with the legal obligations related to the processing of personal data, including Regulation (EU) 2016/679 of April 27, 2016, concerning the protection of natural persons with regard to the processing of personal data and the free movement of such data.

12.2 If the Client requires more information regarding the Service Provider's privacy policy, they may contact the Service Provider via email (hello@studio-earl.be) or consult the Service Provider's privacy statement on the website (www.studio-earl.be).

Article 13 : Exclusivity

The services provided by the Service Provider under this Agreement are non-exclusive, and nothing in this Agreement shall be interpreted as limiting the Service Provider's ability to provide services to a third party during the term of this Agreement, subject to full compliance with its obligations as defined in this Agreement.

Article 14 : Liability 

14.1 Except in the case of fraud or gross negligence on the part of the Service Provider, the Service Provider shall never be liable for or obligated to compensate for immaterial, indirect, or consequential damages, including but not limited to loss of profit, revenue, income, clients, third-party claims, or any other form of damage.

14.2 Furthermore, the Service Provider shall never be liable for damage that does not result from a fault on its part, including but not limited to force majeure.

14.3 The total (contractual and non-contractual) liability of the Service Provider for direct damages shall at all times be limited to the price paid by the Client:

- If on a project basis: for the services delivered under the respective quote, and

- If on a subscription basis: for the services delivered under the confirmed quote in the 6 months preceding the damaging event.

14.4 The damage attributable to the Service Provider shall, at the discretion of the Service Provider, be remedied in kind, by replacement or repair. If repair in kind is impossible or would entail an unreasonable workload, the Service Provider shall refund the price as set out in the confirmed quote to the Client, taking into account the benefit the Client has already derived from the respective services.

14.5 Unless otherwise specified in this agreement, the liability of the Parties in the event of error or serious failure in the performance of this agreement is limited to the amount of the price of the Assignment and to foreseeable, direct, personal, and specific damage, excluding indirect, immaterial damage (such as additional costs, loss of profit, or loss of data).

Article 15 : Confidentiality

15.1 All information disclosed or exchanged (including but not limited to trade secrets, commercial, and technical information) between the Service Provider and the Client in connection with or arising from the agreement shall remain expressly confidential, except for information that the Parties have already disclosed to the public, information that is deemed to be public knowledge, or information that has been lawfully obtained from third parties.

15.2 The Parties agree to use all information disclosed or exchanged solely for the purposes of the agreement concluded between them.

15.3 The parties agree not to disclose, use, reproduce, or allow the confidential information disclosed to them by the other party to be used for any purpose other than the purpose for which it was disclosed, both during and after the term of the agreement.

15.4 The Parties agree to treat all information, documents, and trade secrets they acquire during the course of the agreement as confidential and not to disclose or use them outside the scope of performing the Agreement.

15.5 Each Party shall return any document containing confidential information entrusted to it by the other Party at the end of the contractual relationship and shall not retain any copies thereof.

Article 16 : Severability

If any provision (or part thereof) of these general terms and conditions is unenforceable, void, inapplicable, or in conflict with a mandatory provision of law, this shall not affect the validity and enforceability of the other provisions of these general terms and conditions. In such a case, the Service Provider and the Client shall negotiate in good faith to replace the relevant provision with an enforceable and valid provision that closely aligns with the purpose and intent of the original provision.

Article 17 : Applicable law and jurisdiction

English law applies to any dispute arising from this agreement. The courts of the district where the Service Provider's registered office is located shall have jurisdiction, without prejudice to the right of the Service Provider to designate another competent court.

The general terms and conditions and the agreement between the Client and the Service Provider are governed by English law.