Terms and conditions – happywookie, the creative collective

General terms and conditions supplied by Happywookie. Specific written terms agreed with the client take precedence in the event of a conflict, subject to mandatory legal provisions. For subscriptions, the confirmed payment period is 8 days from the invoice date.

Article 1: Scope

1.1 Unless specific terms are expressly set out in a written agreement and conflict with these provisions, these professional practices and general terms apply to all services, work, supplies and offers binding any person to Happywookie SRL (BCE no. 0730910638), hereinafter “Happywookie”. 1.2 These general terms, printed on or attached to letters, emails, offers, invoices or any other document, whether printed or not, are deemed written and accepted in full by those who receive them without objection, and by those who, although duly informed of their existence, do not request the text. 1.3 If the other contracting party’s general terms differ from Happywookie’s, Happywookie’s terms prevail. 1.4 Happywookie is bound by specifications which the other party wishes to apply only if those specifications were communicated in good time and Happywookie expressly accepted their clauses in writing beforehand.

Article 2: Offers and quotations

2.1 Unless expressly stated otherwise in writing, all offers and quotations are issued without commitment. Offers, quotations and proposals of any kind bind Happywookie only insofar as Happywookie has confirmed them in writing. 2.2 Happywookie’s offers, in whatever form, are valid for fifteen days unless a different period is specified in writing.

Article 3: Changes to and cancellation of orders

3.1 The other contracting party must send any requested change to Happywookie no later than 25 hours before the production and/or delivery date, and those changes must be confirmed in writing by Happywookie. 3.2 In that event, Happywookie reserves the right to change production and/or delivery times. Any additional costs caused by the other party’s changes will be charged to that party. 3.3 The other party may not cancel all or part of an order without Happywookie’s prior written agreement. 3.4 Any order cancelled within 24 hours before production and/or delivery will normally be invoiced unless otherwise confirmed in writing. Even if the order is cancelled with the required notice, costs already incurred and work already performed remain contractually payable, unless Happywookie expressly agrees otherwise in writing.

Article 4: Timescales

4.1 Production and/or delivery times are indicative and are not a firm commitment. A delay for any reason does not entitle the other party to compensation, withdrawal from the contract or suspension of its obligations. 4.2 Timescales are suspended by unforeseen events or force majeure, to which all circumstances beyond Happywookie’s control are contractually assimilated. 4.3 Happywookie reserves the right to extend and/or suspend production and/or delivery times following changes after signature of the quotation or order, and in the event of late payment. 4.4 Any additional costs caused by a change in timing attributable to the other party will be charged to that party.

Article 5: Receipt and acceptance

5.1 Receipt by the other party of any order, whether relating to work or otherwise, occurs upon delivery and constitutes acceptance. 5.2 More generally, without prejudice to Article 5.1, any complaint must be communicated by registered post within eight days of becoming aware of the service; otherwise it is considered null and void. 5.3 If the other party neglects to receive the work, services or order, the eight-day period runs from receipt of the dispatch notice. 5.4 Using part of an order or benefiting from part of the services already performed constitutes acceptance of the entire order and/or commissioned services. A defect in part of the order does not entitle the other party to refuse the whole order.

Article 6: Prices and payment terms

6.1 Unless expressly agreed otherwise, Happywookie’s invoices are payable in full upon receipt at its registered office in Grez-Doiceau. 6.2 Prices are stated in euros (€), excluding taxes, irrespective of where the contract is concluded. 6.3 Failure to pay an invoice when due makes all invoices immediately payable and authorises Happywookie to terminate any ongoing contract at the other party’s sole fault, after a formal notice sent by registered post remains unanswered for more than eight days. 6.4 Any overdue amount bears interest automatically and without formal notice at a fixed rate of 12% per annum, from the due date until full payment to the agency. 6.5 In addition, the client must automatically and without prior formal notice pay fixed damages of 20% of the price, with a minimum of €250, in addition to any legal fees and other judicial or procedural costs. 6.6 Any invoice dispute must be sent by registered post to the agency’s registered office within eight days of the invoice date; otherwise any claim is considered null and void.

Article 7: Force majeure

7.1 Happywookie is exempt from liability for delays and/or failure to meet its obligations under these general terms, and for other damage resulting directly or indirectly from causes, circumstances, events and effects, whether beyond its control or not, including adverse weather and flooding, total or partial strikes or other labour disputes, riots, unrest or domestic or foreign threats of war, import or export bans, fire or other accidents, absence or disruption of transport and/or telecommunications, mechanical, electrical, electronic, technical or IT incidents, late delivery or non-delivery by suppliers, and road accidents.

Article 8: Transfer of ownership

8.1 When a project or item is delivered, Happywookie retains material and moral ownership of the subject of the agreement until all sums owed to it have been paid in full. Until then, the other party may not dispose of the subject of the contract or any related rights, in any manner or capacity. 8.2 Neither party may transfer all or part of the rights and obligations arising from the agreement to a third party without the other party’s prior written permission.

Article 9: Termination and dissolution of the contract

9.1 Happywookie may terminate the contract automatically and without formal notice by written notification in the following cases: serious misconduct by the other party, including failure to comply with these terms; late payment under Article 6; failure to comply with applicable laws and regulations; incapacity, bankruptcy, insolvency, protest, seizure, death, cessation of payments, an application for an amicable or judicial arrangement, collective debt settlement or mediation, or any other indication of the other party’s financial difficulties. 9.2 If the agreement ends through the other party’s fault, that party owes Happywookie a fixed indemnity of 10% of the total order price or, for services not relating to the work, 10% of the average of two years of services invoiced to that party. 9.3 If the contract ends because an obligation has not been performed, the other party authorises Happywookie to enter the premises where its property is located to recover it. 9.4 If payment remains outstanding, Happywookie may exercise a right of retention over all property belonging to the other party in its possession. 9.5 Happywookie is not liable to the other party for direct or indirect damage caused by termination of contractual relations under these general terms.

Article 10: Jurisdiction and applicable law

10.1 These general terms and all agreements, quotations, offers and orders between Happywookie and the other party are governed exclusively by Belgian law. 10.2 Any dispute relating to the negotiation, conclusion, interpretation, performance or non-performance of these terms, or recovery of any invoice issued by Happywookie, falls exclusively within the jurisdiction of the Court of First Instance of Walloon Brabant and, for matters within local jurisdiction, the justice of the peace for the location of Happywookie’s registered office.