Disclaimer: The english translation of the Terms and Conditions is provided as a courtesy and for reference only. At all times the Dutch version shall take priority.
Article 1. Definitions
Throughout these Terms and Conditions, the following definitions will be used (unless explicitly defined otherwise).
Contractor: Rainworks Creative Studio
Client: Person or company requesting services and / or goods from the Contractor
Order: The work to be determined by mutual agreement between the client and Rainworks Creative Studio to be performed by the Rainworks Creative Studio and the conditions under which this is to be done.
Delivery Specifications: These are specifications that a printer can give that the design must meet to ensure that it is printed correctly. Delivery specifications that a printer may ask for are for example bleed, cutting marks, colours in CMYK, etc.
Printer: An external party that can put the design on paper.
Printing file: the file you provide to the printer to make sure the design gets to paper.
Print ready: the file is ready for printing when the customer has given his final approval on the file and it has been formatted according to the delivery specifications.
Article 2. General
These general terms and conditions apply to all offers, quotations, work, orders and agreements between Rainworks Creative Studio and client(s), to which Rainworks Creative Studio has declared these terms and conditions applicable, insofar as they have not been deviated from in writing.
These terms and conditions also apply to any assignments with Rainworks Creative Studio involving third parties.
If one or more of the provisions in these General Terms and Conditions expire, the remaining provisions of these General Terms and Conditions will continue to apply. In that case, the parties will consult to agree on substitute provisions, whereby the purpose and purport of the original provision will be assumed as far as possible.
Any deviation from these terms and conditions of sale can only occur in writing and with the approval of both parties.
The adjustment or addition of conditions shall be made in consultation between both parties.
Changes in the personal and address details of the client must be immediately communicated in writing or by e-mail to Rainworks Creative Studio. If the client fails to do so, the client shall be liable for any loss suffered by Rainworks Creative Studio as a result.
Article 3. Offers
All offers and quotations by Rainworks Creative Studio are without obligation until accepted by the customer.
Quotations remain valid for 30 calendar days after the quotation date, unless otherwise stated.
Quotations do not automatically apply to future orders.
A compound quotation does not oblige Rainworks Creative Studio to perform a portion of the assignment at a corresponding portion of the quoted price.
Article 4. Contracts
The contract is established when the client signs for approval a start-up document (namely, the quote) prepared by Rainworks Creative Studio.
When starting a project, an advance payment of 10% of the quotation/invoice amount is requested, with a minimum of €25,-.
In case of printing project, the advance is equal to the printing costs according to quote external printing company.
Article 5. Provision of information and cooperation
Client shall provide Rainworks Creative Studio in a timely manner with all documents, information and contacts necessary for the proper execution of the assignment.
Article 6. Execution of the assignment and involving third parties
Rainworks Creative Studio shall execute the work in the context of the assignment to the best of its knowledge, expertise and ability.
Insofar as necessary for the proper execution of the assignment, Rainworks Creative Studio has the right to have (parts of) the work performed by third parties. He will do his utmost to achieve the agreed upon obligations and quality.
Rainworks Creative Studio accepts no liability for the work performed by third parties, insofar as these have themselves entered into an agreement with the client.
Rainworks Creative Studio is not liable for any damage resulting from the fact that it has relied on incorrect and/or incomplete data provided by Client, unless the incorrectness or incompleteness of the data should have been known to it.
Rainworks Creative Studio is not liable for damage resulting from malfunctioning of software used and/or applications of third parties.
If it has been agreed that the assignment will be executed in phases, Rainworks Creative Studio may suspend execution of those parts that belong to a subsequent phase until the client has approved in writing the results of the preceding phase.
If Rainworks Creative Studio or third parties hired by Rainworks Creative Studio perform work for the assignment at the client’s location or at a location designated by the client, the client shall provide the facilities reasonably required by those employees free of charge.
Article 7. Alteration of the assignment, additional work
Client accepts that the time schedule of the assignment may be affected if parties decide in the interim to change the approach, method or scope of the assignment and the resulting work. When changes arise in the execution of the assignment by the client in the interim, Rainworks Creative Studio will make the necessary adjustments on behalf of the client. If this leads to additional work, he will charge this to the client as an additional assignment. Rainworks Creative Studio shall be entitled to charge the client for the additional costs incurred in modifying the assignment.
Contrary to the above paragraph, Rainworks Creative Studio shall not charge additional costs if the change or addition to the assignment is the result of circumstances that can be attributed to Rainworks Creative Studio.
Article 8. Delivery
The date of delivery is given only as an indication and does not bind Rainworks Creative Studio. Delay in delivery does not entitle the client to compensation or a price reduction, nor to dissolution of the agreement.
If the parties have expressly agreed on a binding delivery period, this period shall be extended if the customer fails to submit information, documents, originals, images (in a timely manner) and to accept the corrected proofs (in a timely manner), or if the customer places additional orders.
Article 9. Cancellation of contract by Rainworks Creative Studio
If Rainworks Creative Studio wishes to cancel the contract, all advances will be refunded to the client. No work will be delivered to the client. The client will not acquire any right to financial compensation due to cancellation (by Rainworks Creative Studio) of the contract.
If the contract is terminated prematurely by Rainworks Creative Studio, Rainworks Creative Studio will, in consultation with the Client, arrange for the transfer of work still to be done to third parties.
Article 10. Cancellation of the agreement by the Client
If the Client wishes to cancel the contract, all advance payments will be retained by Rainworks Creative Studio. The Client will be required to pay all costs so far borne by Rainworks Creative Studio. This payment shall not result in delivery of the services ordered and shall not entitle the Client to use the goods previously delivered.
Article 11. Liability
Rainworks Creative Studio undertakes to perform all services to be provided with care. Rainworks Creative Studio is not liable for errors in execution due to insufficient or incorrect input by the client.
Rainworks Creative Studio shall not be held liable for any error (even gross error) made by it or its appointees, except in the case of fraud. Rainworks Creative Studio shall in no event, whatever the cause, form or subject matter of the claim in which liability is asserted, be held liable for any consequential damages such as, for example, loss of anticipated profits, decrease in sales, increased operational costs, loss of clientele, which the customer or third parties may suffer as a result of any error or omission on the part of Rainworks Creative Studio or an appointee.
Rainworks Creative Studio’s liability with respect to services rendered to the client shall in any event be limited to either the refund of the price paid by the client or the reperformance of the services, at Rainworks Creative Studio’s discretion.
The total liability of Rainworks Creative Studio, shall never exceed the price paid by the customer to Rainworks Creative Studio for the services that gave rise to the claim.
If and insofar as required for the proper execution of the agreement, Rainworks Creative Studio has the right to have certain work performed by third parties.
With respect to services provided by third-party suppliers, Rainworks Creative Studio accepts no liability above and beyond the liability that the third-party suppliers are willing to accept for their products or services.
The client acknowledges mutual e-mail as a legal, valid means of proof.
Article 12. Force majeure
Parties do not have to fulfill their obligations if they are hindered by circumstances that are not due to fault, and – according to the law – not when a legal act or a generally accepted practice is for their account.
Force majeure is defined – in addition to what is understood in the law and jurisprudence – as all external causes, foreseen or unforeseen, on which Rainworks Creative Studio has no influence, but which prevents him from fulfilling his obligations. Industrial action in the company of Rainworks Creative Studio, illness and/or disability are also included here.
Rainworks Creative Studio is also entitled to invoke force majeure if the circumstance preventing (further) fulfillment arises after it should have fulfilled its obligations.
The parties may postpone their obligations during the force majeure situation. If the situation of force majeure lasts longer than two months, all parties may leave without obligation to pay damages to the other party.
If Rainworks Creative Studio has already partially fulfilled its obligations at the time of force majeure or will be able to fulfil them, it may invoice this part. Client will then pay this claim as if it were a separate order.
Article 13. Confidentiality
Both parties are obliged to keep confidential information they have received for the assignment. Information is considered confidential if the other party has indicated this or if this is evident from the (type of) information.
Should Rainworks Creative Studio, according to a statutory provision or a judicial decision, have to disclose confidential information to third parties – designated by law or by the competent court – and cannot rely on a legal or by the competent court recognized or permitted right to refuse to give evidence, he is not obliged to pay damages or compensation and the other party is not entitled to terminate the contract on the basis of the damage caused by this.
Article 14. Intellectual property
All texts and content of the product, delivered by the customer, are intellectual property of the customer.
All components created by Rainworks Creative Studio are the property of Rainworks Creative Studio. This covers the design, underlying code, photo display systems, animation systems, and graphics that were applied by Rainworks Creative Studio.
All components developed by third parties, implemented by Rainworks Creative Studio in a project, remain the property of the developer (the original creator).
The customer acquires a perpetual and exclusive license to use each of the delivered designs as agreed in the offer, except for the resale of the design which is prohibited unless expressly permitted by a separate contract. The design, as intellectual property, always remains the property of Rainworks Creative Studio.
Article 15. Applicable law
Every assignment between Rainworks Creative Studio and the client is governed by the Belgian law. This also applies if an engagement is fully or partially carried out abroad or if the client resides or is established abroad.