General Terms and Conditions

General Terms and Conditions

• These General Terms and Conditions apply to all quotations and agreements, and the resulting orders, contracts, deliveries, products, and services of any nature whatsoever between Studio Mikado and the customer.
• By placing an order, the customer agrees to these terms and conditions, which always take precedence over any general terms and conditions of the customer itself.
• Deviations and additions are only binding if they have been agreed upon in writing between the various parties.
• Studio Mikado is entitled to engage third parties in the performance of its agreements, or parts thereof.

Quotes and prices

• All quotations are without obligation and remain valid for 30 days, unless stated otherwise. 
• All prices exclude VAT.
• All prices on the website, quotations, and other documents of Studio Mikado are subject to typographical errors. No liability is accepted for the consequences of typographical errors.
• Quotations must be considered in their entirety. Studio Mikado cannot be obliged to execute a portion of the quotation at a corresponding portion of the stated price, unless expressly agreed by Studio Mikado.
• All administration screens and pages not included in the design will be standard pages, in accordance with the platform used (CMS or other platform). Studio Mikado assumes that undescribed behavior or workflows follow the standard functionality of the platform used. This is unless otherwise described in the quotation and/or agreement.

Written confirmation

• Quotations must be confirmed by the customer by signing the quotation as an act of approval; this can be done via email or in writing. . 
• The customer acknowledges mutual email or fax correspondence as legally valid evidence pursuant to Article 2281 of the Civil Code.
• Any cancellation of a concluded agreement gives rise to reimbursement of all costs already incurred. 

Data submission

• The Client shall ensure that all data deemed necessary by Studio Mikado for the execution of the assignment is provided in a timely manner.
• If this information is not provided in a timely manner, the execution of the assignment may be delayed or suspended.
• The material supplied by the client to Studio Mikado consists of immediately usable text, images, sound, and/or video footage in a common file format, unless otherwise agreed in writing between Studio Mikado and the client.
• Data provided by the customer is deemed to be in compliance with applicable laws on copyright and other intellectual property rights.
• If the client fails to provide information or provides it too late, their project may be automatically temporarily suspended. The project will be rescheduled as soon as the relevant information is provided. Temporarily suspending the project may affect the delivery time and may result in additional costs.

Delivery time

• The delivery time commences on the date the order is received by Studio Mikado.
• Projects are included in the schedule as soon as the project advance has been received in Studio Mikado's account.
• The timeframe specified by Studio Mikado for the execution of the assignment is indicative, unless otherwise agreed in writing.
• The project is delivered by Studio Mikado to the client by sending an email message containing a link that provides access to the website, which has been developed technically and graphically.
• Delay in execution shall under no circumstances give rise to compensation to the Customer, unless otherwise agreed in writing.
• If the agreement is executed in phases, Studio Mikado may suspend the execution of a phase until the Client has approved the previous phase in writing.
• Projects are only definitively delivered once all outstanding invoices have been paid by the client.

Modification of assignment

• If the client's wishes, which Studio Mikado considers as a change to or addition to what is stated in the quotation, lead to altered or additional work for Studio Mikado, this may constitute additional work. If Studio Mikado believes this is the case, it will inform the client as soon as possible of the impact on the budget and schedule and request the client's approval. 
• The Client shall decide on the proposed additional work within 5 working days. The work performed as part of accepted additional work shall be recorded in a written agreement and approved in writing by both parties. If the delivery date is delayed due to additional work, the Client shall be responsible for this delay.
• The client and Studio Mikado jointly agree on the specific steps, delivery dates, and deadlines for the project in the quotation or a planning document. 
• If Studio Mikado and the client agree, they may deviate from the agreed delivery dates and deadlines without further consequences.

Disruptions and force majeure

• Neither party shall be held liable for delays or defects in the performance of the agreement if such delays or defects are the result of facts or circumstances which are independent of the will of either party, which are unforeseeable, and which cannot be avoided.
• Under penalty of forfeiture, the party wishing to rely on such facts or circumstances is obliged to notify the other party of these facts or circumstances in writing as soon as possible, to make every effort to limit their duration to the strict minimum, and likewise to notify the other party in writing when these facts or circumstances have ceased.
• If these facts or circumstances last longer than 3 months, either party may terminate the agreement by operation of law and by registered letter, without any compensation being due as a result.
• Any services already provided by Studio Mikado up to the moment of force majeure will still be invoiced.
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intellectual property rights

• All intellectual property rights to all software developed or made available under the agreement, such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, shall at all times remain the property of Studio Mikado. 

Software development

• The parties shall specify in writing which software will be developed and in what manner this will be done. Studio Mikado will carry out the development with care based on the data provided by the Client. The Client guarantees the accuracy, completeness, and consistency of this data.
• The client obtains the right to use the software within its company or organization. Ownership of ideas, concepts, or designs provided by Studio Mikado remains entirely with Studio Mikado, unless expressly agreed otherwise in writing.
• Studio Mikado has the right to use open source components.
• Studio Mikado is not responsible for malfunctions, bugs, and updates in open source systems and external supporting systems (e.g., browsers, operating systems, …) or the consequences thereof on the software after delivery.
• Studio Mikado may, at its own discretion, propose to the client the use of existing (paid or unpaid) modules. 
• The operation of these modules is considered standard functionality. Changes to the operation of these modules are not foreseen in the proposal unless explicitly stated.
• Studio Mikado cannot be held liable for the proper functioning of these modules.
• License fees for these modules will be passed on to the client. Studio Mikado will always use a group license if available. In the event that this is the case, the client must purchase a license themselves if the collaboration with Studio Mikado is terminated.

Usage rights

• Studio Mikado grants the customer the non-exclusive right to use the software. 
• The right of use is not transferable. The Customer is not permitted to sell, rent, copy, alienate, or grant limited rights to the software and the media on which it is stored, or to make it available to a third party in any manner or for any purpose whatsoever, even if the third party concerned uses the software exclusively for the benefit of the Customer, unless otherwise agreed in writing. 

Domain names and web hosting

• Studio Mikado acts solely as an intermediary for the client in obtaining a domain name and/or IP addresses and providing web hosting. 
• The application, allocation, and potential use of a domain name and/or IP addresses depend on and are subject to the applicable rules and procedures of the relevant registering authorities, including DNS. The relevant authority decides on the allocation of a domain name and/or IP addresses. Studio Mikado acts merely as an intermediary in the application process and does not guarantee that an application will be granted.
• Domain names are registered in the name of the client, and the client is fully responsible for the use of the domain and the domain name. The client indemnifies Studio Mikado against any claims from third parties in connection with the use of the domain name, even if Studio Mikado did not provide any mediation in obtaining the domain name.
• All hosting contracts offered by Studio Mikado have a basic term of one year. The term commences as soon as the space is made available on a Studio Mikado web server. 

• If the client chooses to have the web hosting of the project handled by Studio Mikado, the hosting takes place on an optimized server and the client is bound by the general terms and conditions and the agreements with the hosting partner engaged by Studio Mikado. The client acknowledges being aware of these terms and agreements and accepts them.
• If the client chooses to have the web hosting of the project provided by another hosting partner, he is bound by the terms and conditions set by that hosting partner. In that case, Studio Mikado is not responsible for performance and security. Any additional work incurred by Studio Mikado as a result of the choice of the hosting provider in question will be charged to the client.
• The client is not permitted to distribute, display, or sell copyrighted material, pornographic, racist, antisemitic, negationist, or hateful messages, or weapons on websites hosted by or through Studio Mikado.
• Studio Mikado is not responsible for the security of or access to the website.
• Hosting is billed periodically in advance for the upcoming period.

• Entering into a Service Level Agreement (SLA) is mandatory if you choose hosting via Studio Mikado. 
• Unless otherwise agreed, the client is responsible for the transfer of a website in the event of termination of a hosting agreement. If the assistance of Studio Mikado is requested for this purpose, these services will be charged on a time and materials basis.

Subscriptions

• Subscriptions typically include operational and advisory consultancy. This always involves a best-efforts obligation and expressly not an obligation of result. Advice is always provided to the best of our ability and based on the available information, but is in no case binding. The client bears full responsibility for the implementation of such advice and indemnifies Studio Mikado against any responsibility or liability for the direct or indirect consequences of the advice in question.
• Subscriptions are activated and invoiced at the start of the project.
• Subscriptions are periodically invoiced in advance for the upcoming period.

Retention of title

• As long as the client has not made full payment of the entire agreed amount, all delivered goods/services remain the property of Studio Mikado. In the event that the client fails to fulfill any obligations under the agreement towards Studio Mikado, Studio Mikado is entitled, without any notice of default, to repossess the delivered goods or render them unavailable, in which case the agreement shall be dissolved without judicial intervention, without prejudice to Studio Mikado's right to compensation for damages, lost profits, and interest.

Payment terms

• An advance payment of 30 % will be invoiced at the time of signing the agreement. The remaining balance to be invoiced (70 % of the original budget, plus any additional costs) will be settled monthly based on the services delivered on the project during the relevant month.
• All invoices must be paid no later than 30 days after the invoice date. 
• If the invoice is not paid on time or in full, default will occur automatically from 30 days after the payment term, without any notice of default being required. If an amount due is not settled within the payment term, contractual interest of 2% per month will apply to the outstanding amount, with a minimum of 50 euros for internal costs, excluding any legal costs, even if periods of grace are granted, without this constituting an obstacle to the application of Article 1244 of the Civil Code.
• All delivery and travel expenses are the responsibility of the customer at €1 per kilometer, calculated from the head office of Studio Mikado.
• To be admissible, any objection to an invoice must be communicated in writing to Studio Mikado within 10 working days of the invoice's dispatch date.

• A protest, of whatever nature, by the Client does not suspend the obligations (including payment obligations) of the Client.
• From the moment the client exceeds the payment term and/or fails to comply with other provisions of the agreement and/or general terms and conditions, Studio Mikado has the right to take the website offline or discontinue development.

Liability

• Studio Mikado's liability for direct and proven damage incurred by the Client due to an error by Studio Mikado in the performance of the agreements in the contract, or due to unlawful acts by Studio Mikado, its employees, or third parties engaged by them, is limited to the amount owed by the Client per year under this agreement (excluding VAT). The maximum amount that Studio Mikado must pay for this direct damage is 10,000 euros (excluding VAT).
• Furthermore, Studio Mikado is not responsible for indirect damages, such as loss of income, mutilation or loss of data, or business downtime.
• With the exception of cases where the damage is the result of intent or willful negligence on the part of the management of Studio Mikado, there are no other liabilities for damages.
• Studio Mikado is not responsible for any damage caused by external parties, except for third parties engaged by them. To the extent that Studio Mikado is dependent in its activities on the cooperation, services, and/or deliveries of third parties of the client, Studio Mikado cannot be held liable in any way for any damage arising from these relationships.
• In the event of an attributable failure to perform the agreement, Studio Mikado shall only be liable for damages limited to the invoice amount agreed upon between Studio Mikado and the client.
• Studio Mikado's liability for an attributable failure to perform an agreement arises only if the client promptly and properly notifies Studio Mikado in writing of the default within 48 hours after the damage occurs, setting a reasonable period for remedying the defect, and Studio Mikado continues to fail to perform its obligations in an attributable manner even after that period. The notice of default must contain as detailed a description of the defect as possible, so that Studio Mikado is able to respond adequately.
• Any liability of Studio Mikado for any other form of damage is excluded, including compensation for indirect damage, consequential damage, or damage due to lost revenue or profit. 
• Studio Mikado is not responsible or liable for any loss or damage, whether direct, indirect, or consequential, including loss of profits, arising from any claim or event.
• With a view to providing services, Studio Mikado may deem it opportune to transfer information regarding the client to third parties outside Europe that do not have data protection laws comparable to those in Europe. The client accepts this risk entirely at its own expense.
• The client should take into account that information transmitted via the internet can be intercepted by third parties.
• Studio Mikado is not responsible or liable for the content of the material provided by the client that has been placed on the client's website.
• The content of the data distribution and publication remains in all cases the sole responsibility of the Client. Studio Mikado is not expected to restrict or supervise this, nor can Studio Mikado be held liable for the content or writing style (including language errors) of the publication. All copyrights, fees, expenses, or fines are for the account of the Client.
• Since the client is or will become the owner of the website, they may also perform unsafe actions. Studio Mikado cannot in any way guarantee security if the client (or a third party on behalf of the client) performs configurations themselves other than creating content for the website. Studio Mikado accepts no liability whatsoever in these cases.
• Studio Mikado makes every effort to ensure the security of its systems. However, no data storage or transfer can guarantee the security of its systems.
  100 % be guaranteed safe. The client accepts this risk entirely at its own expense.
• The client accepts that, given the large number of possible operating systems and browser combinations, Studio Mikado cannot guarantee that the website will function on every system.

Duration and termination

• The agreement for hosting services, subscriptions, SLAs, and user licenses is entered into for a minimum term of twelve months. Unless otherwise agreed in writing, the agreement will be tacitly renewed for a period of twelve months in the absence of written notice of termination.
• All agreements for (web) applications or other services are entered into for the duration of the project, unless otherwise agreed.
• The agreement for hosting services and user licenses may be terminated exclusively in writing, subject to a notice period of 1 month.
• If the Client fails to fulfill any obligation incumbent upon him under the agreement or pursuant to these terms and conditions, Studio Mikado has the right to dissolve all agreements concluded with the Client concerned without the need for a notice of default or judicial intervention, and without prejudice to Studio Mikado's right to compensation for damages, lost profits, and interest.

Confidentiality

• The parties undertake to maintain confidentiality regarding all confidential information they receive concerning the other party's business. The parties also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement between the parties.
• Information shall in any event be deemed confidential if it has been designated as such by one of the parties.
• Studio Mikado is entitled to incorporate the delivered services into its own website as soon as the project is available to the outside world and may use the delivered project in its own commercial communication.

Staff

• The Client shall provide all necessary support in this regard to employees of Studio Mikado who perform work at the Client's premises for the delivery of products and/or services.

Non-solicitation

• The Client and organizations acting on behalf of the Client within the framework of the Agreement are not permitted, as long as the relationship between the Client and Studio Mikado continues, as well as for one year after its termination, to employ employees of Studio Mikado or to otherwise, directly or indirectly, have them work for them, without the prior written consent of Studio Mikado. In this context, employees of Studio Mikado are understood to mean persons who are employed by Studio Mikado or by one of the companies affiliated with Studio Mikado, or who were employed by Studio Mikado or by one of the companies affiliated with Studio Mikado no longer than six months ago. 

Complaints

• Complaints regarding deliveries or the execution of the agreement in general must reach Studio Mikado in writing within 8 working days after execution/delivery. After this period, the assignment is deemed to have been definitively completed and accepted by the client.
• In the event of timely and well-founded objections, Studio Mikado will make every effort to carry out a free repair within a reasonable period. This does not, to any extent, create any right to compensation for the customer.
• The customer's own interventions nullify any grounds for complaint.
• A complaint does not suspend the customer's obligations.

Guarantee

• The warranty consists of Studio Mikado, at its discretion, making every effort to attempt to repair or remedy reported defects.
  • SaaS (Software as a service): Studio Mikado provides no warranty, either express or implied, regarding third-party software used, whether licensed or not, and the accompanying documentation, concerning—including, but not limited to—the quality or the suitability and/or appropriateness for a particular application. Nor does Studio Mikado guarantee that the application of the licensed software will be free from interruptions or errors.
  • Modules (whether paid or unpaid): Studio Mikado provides no warranty, either express or implied, regarding third-party modules used, whether licensed or not, and the accompanying documentation, concerning—including, but not limited to—the quality or the suitability and/or appropriateness for a particular application. Nor does Studio Mikado guarantee that the application of the software will be free from interruptions or errors.
  • Custom web projects: After delivery of the project, the client benefits from 30 calendar days during which bugs will be fixed free of charge. Delivery is defined as the moment when the project (in whole or in part) is visible to the outside world on the domain name for the first time. Any warranty becomes void if the client has had repair or other work performed by third parties, unless Studio Mikado has given its prior written consent.
  • Consultancy assignments: Executive and advisory consultancy assignments are performed in the form of a best-efforts obligation and expressly not as an obligation of result. Advice is always provided to the best of our ability and based on the available information, but is in no case binding. The client bears full responsibility for the implementation of such advice and indemnifies Studio Mikado against any responsibility or liability for the direct or indirect consequences of the advice in question.
• During the warranty period, bugs will be resolved at no additional cost. Bugs cause technical conflicts and have a negative effect on the functioning of the website. It is not considered a bug when:
  • a new functionality is requested;
  • adjustments to the design are necessary or requested;
  • It concerns errors caused by incorrect administration of the website by the client;
  • it concerns incorrect use of the application by the client;
  • it is the incorrect information provided by the client that leads to defects.
• If no defects or bugs are reported to Studio Mikado within the specified period, any possibility of protest lapses. After this 20-day period, defects and bugs will be resolved by Studio Mikado, if possible and provided that Studio Mikado wishes to accept this assignment, and charged on a time and materials basis.

Nullities

• The nullity or invalidity of a specific provision of the General Terms and Conditions does not result in the nullity of the entire agreement.
• The void provision shall be replaced by mutual agreement between the parties by a valid provision of the same scope that approximates as closely as possible in substance the content and intent of the original provision.

Applicable law and competent court

• Belgian law shall apply exclusively to all obligations arising from this agreement.
• All disputes fall under the jurisdiction of the Court of Kortrijk.