Terms and Conditions - Studio Kelf

Terms and Conditions

1. Scope

1.1 If the customer calls upon the services of STUDIO KELF, the terms & conditions below apply. It is therefore important for the customer to read these conditions before entering into an agreement with STUDIO KELF. 

1.2 The contact details of STUIDO KELF are the following: 

Rooigemlaan 532, 9000 Gent (Belgium)
BE 1007.736.859

1.3 STUDIO KELF reserves the right to unilaterally modify these terms & conditions in function of evolving legislation or STUDIO KELF’s own needs. The most recent version will always be available for consultation via studiokelf.be/en/terms-and-conditions or will be provided to the customer upon first request. 

2. Offers & conclusion agreement

2.1 An agreement with STUDIO KELF is concluded after the customer has expressed their acceptance of STUDIO KELF’s offer in writing (including via email or WhatsApp). Should the customer desire alterations to STUDIO KELF’s offer, the agreement is only concluded after STUDIO KELF confirms acceptance of these changes (in writing, via email or WhatsApp).  

2.2 Offers provided by STUDIO KELF and the prices stated therein remain valid for only 30 days. If an offer comprises multiple partial assignments, STUDIO KELF is not obligated to fulfill only specific partial assignments at a proportionate price to that indicated for the entirety of the offer.

3. Prices & delivery

3.1 The price for services and creations provided by STUDIO KELF is as stated in the quotation. All prices are expressed in euros and exclude VAT. The quotation price covers only the services, tasks, and creations explicitly outlined in the quotation. For (re)branding projects, the quotation price includes one initial proposal and two rounds of revisions. Any services, tasks, or creations not explicitly stated in the quotation, as well as adjustments requested after the second round of revisions, will be considered additional work and billed separately on a time and materials basis.

3.2 STUDIO KELF reserves the right to request an advance payment equal to one-third of the total quotation price. An advance invoice will be issued accordingly. During the execution of the project, an additional one-third of the quotation price will be invoiced. The remaining balance (another one-third of the total quotation price) will be due upon completion.

3.3 Delivery and execution times commence upon the agreement’s conclusion and are approximate. In the event of a slight delay in delivery or execution, the customer shall not be entitled to claim damages from STUDIO KELF, nor may the customer terminate the agreement. However, if significant delays occur due to STUDIO KELF’s actions and remain unresolved after proper notification, the customer may terminate the agreement without any compensation to STUDIO KELF.

4. Best efforts

4.1 STUDIO KELF will exert all necessary efforts to perform its services in accordance with the rules of good craftmanship. However, STUDIO KELF in only committed to a best efforts undertaking and does not guarantee specific outcomes or results. To ensure the successful completion and timely delivery of the project STUDIO KELF relies on the prompt provision of all essential information, documents, images and feedback by the customer.

4.2 The customer expressly acknowledges and accepts the tolerances and limitations imposed by the manufacturer or suppliers of print and promotional material recommended by STUDIO KELF.

4.3 STUDIO KELF is not obliged to retain digital data files created for the customer beyond 5 years from the date of the agreement. 

5. Invoices & payment

5.1 Invoices from STUDIO KELF are payable to the account specified on the invoice or at STUDIO KELF’s registered office, within a period of 14 days from the date indicated on the invoice. In the event of late payment, the customer shall automatically owe default interest in accordance with Article 5 of the law of August 2, 2002, concerning the combating of late payment in commercial transactions. Additionally, STUDIO KELF is entitled to a flat-rate compensation of 10% of the invoice amount in case of late payment, without this compensation being less than 50.00 EUR, and without prejudice to STUDIO KELF’s right to claim higher compensation upon proof of greater actual damages.

5.2 In case of payment default, STUDIO KELF reserves the right to suspend (further) performance of any agreement with the customer. In case of reasonable doubt regarding the customer’s creditworthiness, STUDIO KELF is entitled to demand full prepayment before (further) executing the agreement.

5.3 Without prejudice to earlier, express or implied acceptance, the customer is deemed to have accepted an invoice from STUDIO KELF in the absence of specific, reasoned objections within 14 calendar days after receipt of the invoice.

6. Termination

6.1 If the agreement (in whole or in part) is terminated or dissolved by the customer, the customer shall owe STUDIO KELF a fixed compensation for loss of profit equal to 30% of the quotation price, without prejudice to STUDIO KELF’s right to compensation for loss of profit exceeding this fixed amount and all other damages, and without prejudice to the price for the work already performed. Any advance payment remains in any case acquired by STUDIO KELF in any case. 

6.2 In case of non-payment of the price on the due date or if it appears that the customer will not fulfill their obligations, STUDIO KELF has the right to consider the agreement dissolved by operation of law and without any notice of default.

7. Acceptance & liability

7.1 Creations and digital print-ready files prepared by STUDIO KELF must be thoroughly checked by the customer, including for spelling and grammatical errors, immediately upon receipt. Without prejudice to earlier (explicit or tacit) acceptance, creations and digital print-ready files are deemed irrevocably accepted if no written and substantiated comments are made within eight calendar days after receipt, and in any case as soon as they are wholly or partially put into use. Any indemnification obligation and liability of STUDIO KELF shall expire in any event 6 months after delivery, even if a defect would manifest itself thereafter. Disputes do not suspend the payment obligations of the customer, except with the express written consent of STUDIO KELF regarding the amount of the payment suspension.

7.2 Without prejudice to any divergent mandatory legal provisions, STUDIO KELF is only liable for damages in case of non-performance of its contractual obligations if and to the extent that such damages are caused by its gross negligence or fraud or that of its subcontractors. STUDIO KELF shall never be liable for other errors or delays caused by subcontractors. In any case, STUDIO KELF shall never be liable for indirect damages, such as consequential damages (such as, for example, financial losses or increased costs) or loss of profit on the part of the customer or third parties. The maximum liability of STUDIO KELF is always limited to an amount equal to twice the total amount paid by the customer to STUDIO KELF.

7.3 Any form of joint and several liability of STUDIO KELF is excluded. If the share of the fault of STUDIO KELF in a particular situation cannot be determined, STUDIO KELF is liable at most up to the extent of the part of the damage that is proportional to the number of liable persons for this damage.

8. Intellectual property

8.1 Copyright

Unless explicitly agreed otherwise in writing, STUDIO KELF retains the copyrights to creations, concepts, and designs. In cases of explicit written agreement, STUDIO KELF may impose a fee for the transfer of these rights. The transfer of creations (including visuals and open-source files) and associated intellectual property rights shall in that case occur only upon full payment of the invoiced amount.

8.2 Trademark

STUDIO KELF does not undertake investigations into the availability or distinctiveness of trademarks (wordmarks or logos) desired by the customer. Consequently, STUDIO KELF cannot be held liable for the prior use or registration of such trademarks by third parties. 

8.3 Reference by Studio Kelf

STUDIO KELF reserves the right to showcase its created work on its website and social media channels.

8.4 Material provided by the customer

Should the customer provide materials or text (e.g., logos, slogans, images) that infringe third-party intellectual property rights, the customer shall indemnify STUDIO KELF against all related claims and actions. STUDIO KELF reserves the right to reject or remove materials that it believes infringe upon third-party intellectual property rights.

9. Force majeure & hardship 

9.1 STUDIO KELF shall be released from any obligation if the (further) performance becomes impossible or significantly more burdensome due to an event constituting force majeure or occurring beyond STUDIO KELF’s control, such as natural disasters, armed conflicts, social unrest, criminal activities, illnesses, epidemics, or pandemics, interruptions in power or telecommunication services, economic factors (e.g., delivery delays, shortages of raw materials), accidents (e.g., fires or explosions), or government interventions (e.g., fiscal measures or lockdowns).

9.2 Furthermore, STUDIO KELF shall not be obliged to fulfill any commitment if, due to a circumstance arising after the commitment’s inception and beyond STUDIO KELF’s control, the economic balance between STUDIO KELF’s commitment and the consideration provided by the customer for that commitment is disturbed, even if that circumstance was not unforeseeable. The economic balance shall be deemed disturbed, inter alia, if the cost of fulfilling the commitment by STUDIO KELF has increased by more than 15%, or if STUDIO KELF would incur a loss in fulfilling the commitment.

10. Privacy 

STUDIO KELF attaches great importance to the privacy of its customers. In STUDIO KELF’s privacy policy, available at studiokelf.be/en/terms-and-conditions, it is detailed how STUDIO KELF collects, uses, processes, and protects personal data.

11. Miscelanneous

11.1 If any provision of these terms and conditions is found to be wholly or partially invalid and/or unenforceable, such provision shall be invalid or unenforceable only to the extent that it conflicts with mandatory law or public order, and the provision shall remain in full force and effect to the extent that it is not in conflict with mandatory law or public order. Moreover, this shall not affect the validity and enforceability of the other provisions of these terms and conditions. An invalid provision shall be replaced by a valid and enforceable provision that legally and economically achieves the intent of the provision as closely as possible. 

11.2 Every agreement with STUDIO KELF is governed by Belgian law. For any disputes, only the courts and tribunals of the jurisdiction where STUDIO KELF has its registered office shall have jurisdiction.