General
These general terms and conditions describe the terms under which Wildstream BV, registered with the Crossroads Bank for Enterprises under number 0792.210.480, with its registered office at Mechelsesteenweg 203/2, 2018 Antwerp, offers its services as a design thinking agency.
In the absence of a specific written agreement to the contrary, all services provided by Wildstream are performed under the terms set out below. By accepting a quotation from Wildstream or placing an order with Wildstream, the client confirms that it has received these general terms and conditions and accepts them without reservation. “Client” means the person or company placing the order with Wildstream. The client’s own general terms and conditions are expressly excluded, unless and insofar as expressly agreed otherwise in writing in advance.
Quotations and orders
Where a quotation is prepared on the basis of information provided by the client, Wildstream may assume that this information is accurate and complete. If this information later proves to be inaccurate or incomplete, Wildstream may adjust the prices stated in the quotation so that what is to be delivered matches the correct and complete information.
Any change to the goods or services described in the quotation that requires more work or cost from Wildstream than it could reasonably have expected when preparing the quotation is eligible for a price increase. Wildstream will nevertheless cooperate with such changes within reasonable limits, provided the content of the goods and/or services to be delivered does not differ substantially from what was originally agreed, with the additional cost charged separately.
If events occur that could not reasonably have been foreseen when the quotation was prepared (for example, an unexpected increase in the cost of goods or services) and these events disrupt the economic basis of the quotation, the parties will make reasonable efforts in good faith to reach an amended agreement that preserves the balance between the parties and can be performed without causing disproportionate harm to either party.
Amounts stated in quotations exclude VAT, statutory taxes and charges, which are always borne by the client.
Quotations are valid for thirty days from the quotation date.
The prices included in the quotation assume that the venue, facilities and catering for brainstorming sessions and workshops are provided by the client.
Unless expressly provided otherwise, travel and transport costs are not part of the agreed price and will, where applicable, be charged separately.
Wildstream reserves the right to refuse an order without having to give reasons or pay any compensation.
Any person or company that places an order with the request that it be invoiced to a third party is personally liable for its payment, even if Wildstream has agreed to this method of payment.
The client alone is responsible for the detailed description of the assignment to be performed. Wildstream cannot be obliged to do more than perform the assignment explicitly described in the accepted quotation.
All information provided by or on behalf of Wildstream in or in connection with a quotation remains the property of Wildstream and must be returned to Wildstream or destroyed immediately at its request. This information is confidential and may be used by the party requesting the quotation solely to conclude the agreement with Wildstream, and may be reproduced only for that purpose. Any other use, as well as disclosing or forwarding it to third parties in whole or in part, is prohibited.
Delivery times
Unless expressly stated otherwise in writing, delivery times are indicative. The client therefore cannot refuse a delivery made after the stated delivery time, and such a delivery cannot give rise to any compensation.
The agreed delivery times start on the working day after the client has provided Wildstream with the materials, information and data required for the assignment. If, at the client’s request, Wildstream performs an assignment within a period shorter than the agreed or usual period and this causes additional costs, these will be paid by the client.
The agreed delivery time is extended by a period equal to the client’s delay in providing the required information, data and other materials. Materials (digital or otherwise) that do not meet the requested specifications may lead to delays and additional costs.
Wildstream is entitled to reschedule workshops and brainstorming sessions up to 2 (two) days before the date on which they were planned.
Payment
Unless otherwise agreed in writing, Wildstream is entitled to invoice the services provided at the end of each month.
Unless otherwise agreed in writing, invoices are payable by bank transfer to Wildstream within 30 (thirty) calendar days. Bank or other charges arising from payment of the invoice are borne by the client.
An invoice cannot be refused because it does not state the client’s internal order number.
Non-payment on the due date automatically and without notice of default gives rise to interest on the outstanding amount of 1% per month from the invoice due date. Each month begun counts as a full month.
If payment is not made within 15 days of sending a registered reminder, the client is also liable for additional compensation, contractually set at 10% of the amount due, with a minimum of 150 euros.
If any invoice is not paid on its due date, Wildstream reserves the right to demand immediate payment for all services performed and goods produced up to that moment, and to suspend its obligations pending full payment.
Non-payment of a single invoice on its due date automatically and immediately cancels all discounts granted on the unpaid invoice and on all other future invoices still to be issued.
Recurring assignments
The parties may terminate a recurring assignment performed by Wildstream (that is, an assignment with recurring sub-assignments) only by registered letter and subject to a notice period of three months, starting on the first day of the month following the month in which notice was given.
Assignments entered into for a fixed term or a specific piece of work end once the work has been performed or the term has expired.
Where team rentals from service companies are subcontracted through Wildstream, for example for performance marketing or coding / software development, specific arrangements to the contrary will be made regarding the method of termination, which take precedence over this article. In that case, the general terms and conditions of these service companies will also apply.
Early termination
The agreement may be terminated early at any time by mutual agreement between the parties.
The parties may terminate the agreement immediately, without prior notice of default, without court intervention, without owing any form of compensation and without observing the notice period, in the event of a serious breach by the other party. Termination is effected by registered letter to the other party. Serious breaches include, among others (and therefore not exhaustively):
- a serious and/or intentional error, gross negligence, fraud, deception, dishonest or criminal conduct by the other party, whether or not related to the performance of this agreement. This includes, without limitation, failing to perform the agreement with the intention of causing harm, and any professional error that makes further cooperation between the parties definitively and immediately impossible;
- where the other party becomes involved in bankruptcy proceedings or becomes insolvent;
- failure to comply with the content of the agreement that is not remedied within 5 (five) working days (excluding Saturdays, Sundays and Belgian public holidays) after a notice of default (by registered post and by email), in which notice reference is made to the intention to terminate in accordance with this article if the breach is not remedied.
The possibility of unilateral early termination does not prevent the party in breach from having to compensate the terminating party for the damage suffered, which in the case of Wildstream amounts to at least 50% (fifty percent) of the fee it would still have received had the agreement continued to be performed (in addition to payment for services and goods already delivered).
Cancellation
Cancellation must be communicated to Wildstream in writing.
If the client cancels within the first week after the order, the cancellation costs amount to 25% (twenty-five percent) of the total quotation. Any cancellation after that is considered a breach of this agreement by the client, and accordingly 50% (fifty percent) of the full (remaining) contract price must be paid to Wildstream immediately (with the goods and services already delivered also to be paid for). The above is without prejudice to the right to charge the actual damage suffered.
Quality
The client will make the material required to perform the assignment available to Wildstream in good time and free of charge. Wildstream is in no event liable for the quality of work it delivers if the quality of the photos or other materials supplied by the client is insufficient, or if the digital files supplied did not meet the requested specifications. The client will indemnify Wildstream against all possible infringements (including of intellectual property rights) arising from the use of the materials made available by the client.
Wildstream will, as far as possible, correct spelling, linguistic or grammatical errors indicated by the client, but is not liable for errors that have not been indicated.
In performing this agreement, Wildstream is bound solely by an obligation of means and not by an obligation of result.
When hosting a website, webshop or platform, Wildstream cannot be held liable for interruptions, errors or loss of data attributable to third parties.
Storage
Unless otherwise agreed in writing, Wildstream is not obliged to store the client’s files, designs or other goods.
Wildstream cannot be held liable for damage to or loss of the client’s goods in its possession, except in the case of intent or serious fault on the part of Wildstream.
Acceptance and liability
On pain of forfeiture, any complaint must be made by registered letter within 14 (fourteen) calendar days of receipt of the goods or services. If no complaint is received within this period, the goods and services delivered are deemed to have been fully, irrevocably and entirely accepted by the client.
If an acceptance test for software has been agreed in writing, the test period is 14 (fourteen) days after delivery. The parties will determine the content and specifications of the acceptance test by mutual agreement. The software will be deemed accepted (i) on delivery, if the parties did not reach agreement on the acceptance test before delivery, or (ii) on the first day after the test period, if an acceptance test was agreed in writing and Wildstream receives no detailed error report from the client during the test period, or these errors have been fixed before the end of the test period, or (iii) if the client uses the software for productive or operational purposes. If the agreed acceptance test shows that the software contains errors, the client will inform Wildstream of this in writing and in detail as soon as possible during the test period, in which case the test period is suspended until the software has been adapted so that the errors (if actually present) have been resolved. Wildstream is in no event responsible for errors caused by software, data or hardware of the client or of third parties. For up to one month after delivery of the software, Wildstream will make the adjustments to the software needed to ensure compatibility with the browsers specified in the quotation. The client will provide its reasonable cooperation for this.
Except in the case of intent or serious fault, Wildstream’s liability under this agreement is in any event limited to refunding the price it received for the non-conforming part of the assignment. Wildstream’s liability for indirect or unforeseeable damage (including loss of profit and loss of data) is expressly excluded.
If Wildstream is temporarily or permanently unable to (properly) fulfil its own obligation(s) due to an external cause and/or force majeure, Wildstream is accordingly released temporarily or permanently from those obligation(s) and cannot be held liable for any damage caused by this non-performance. The terms “external cause” and “force majeure” are interpreted in accordance with the prevailing conditions of application under general law.
Intellectual property
The client declares and confirms that it acquires property rights only in what Wildstream develops, or has developed, specifically for the client in the performance of the agreement, and this on condition of full payment of the fees provided for in the quotation. These transferred property rights do not relate to the general knowledge within Wildstream, including the procedures, methods and know-how used.
Where Wildstream (i) uses pre-existing works in the context of this agreement, or (ii) acquires works (through development, licence or transfer) that are not specifically created or acquired for the performance of this agreement, Wildstream retains the rights arising from that work (for example, the right of reproduction), and these works are not included in the transfer described above. Where applicable, Wildstream does grant rights of use to these non-transferred works if their use is required in order to use the transferred works.
The client can obtain additional rights only through a written agreement governing the transfer of the rights or the grant of a broader licence.
Non-solicitation
During the term of the agreement, and for a period of 24 (twenty-four) months thereafter, the client is prohibited from:
- proactively contacting employees and subcontractors of Wildstream, or
- inducing, encouraging or motivating employees or subcontractors of Wildstream to end their relationship with their employer / principal, or
- directly or indirectly hiring employees and subcontractors of Wildstream (regardless of whether that relationship still exists or was ended during or after the term of the agreement), whether as an employee, as a self-employed contractor, or through subcontracting.
In the event of a breach of this article, the client will owe Wildstream a fixed compensation of EUR 5,000.00 (five thousand euros) per breach, plus an additional EUR 500.00 (five hundred euros) for each day the breach(es) continue(s).
This provision is without prejudice to Wildstream’s right to claim higher compensation if it proves that the damage it has suffered exceeds the fixed compensation, or to seek the cessation of the prohibited activities.
For the purposes of this clause, employees and subcontractors include not only those of Wildstream itself, but also employees and subcontractors of the holdings of Wildstream Ventures NV, including:
- Hybrid Media BV, registered with the Crossroads Bank for Enterprises under number 0844.373.320;
- Expert Network BV, registered with the Crossroads Bank for Enterprises under number 0844.412.813.
Confidentiality
The parties undertake not to disclose, directly or indirectly, or communicate to third parties, or use for their own purposes, any confidential business, commercial or other information or documents obtained in the context of the agreement, without the prior express written permission of the other party. All information received must therefore be treated as strictly confidential.
Within their organisation, the parties will share the confidential information received only with persons who need to know it for the performance of the agreement and who are bound by similar confidentiality obligations.
In the event of any disclosure or use of this information, whether through carelessness, error or intent, the other party will be informed immediately and cooperation will be given to recover this information and to prevent and neutralise any use of it contrary to this agreement.
The parties undertake to return all documents or writings, as well as any copies made, on first request to the party from which they were received. Only one copy may be kept for the purpose of legal obligations or where necessary for the defence in any future dispute.
Confidentiality does not apply to information: (i) that was already publicly known at the time it was communicated, for reasons unrelated to any act or conduct of the receiving party, (ii) that was already lawfully in the possession of the other party, provided such information is not subject to another confidentiality obligation, or (iii) that is made available on a non-confidential basis from another source, provided that source is not itself bound by a confidentiality agreement or obligation.
This confidentiality obligation applies until 5 (five) years after the end of the agreement.
Privacy
Wildstream processes personal data in the course of its activities. Personal data means any information about an identified or identifiable person.
Because Wildstream values and respects the privacy and security of personal data, this personal data is processed exclusively in accordance with (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, better known as the General Data Protection Regulation (GDPR), and (ii) all applicable national legislation.
Wildstream collects personal data through agreements that the data subject concludes with it (directly or indirectly), or through the data subject providing it voluntarily. The personal data collected by Wildstream are personal identification data. The personal data are always collected and processed by the parties in order to perform the agreements concluded with them. Providing personal data is a necessary condition for concluding an agreement.
Within Wildstream, the data subject’s personal data are accessible only to employees who need access to this personal data as part of their duties. These employees are bound by strict internal rules on the processing of personal data. Where Wildstream uses external parties to process personal data, it will only use parties that offer sufficient guarantees that the processing meets the legal requirements and that the rights of the data subject are safeguarded. The data subject’s personal data may be transferred to the following categories of recipients: IT suppliers and the external accountant.
For everything else, Wildstream refers to its Privacy Policy, of which the client acknowledges having received a copy and having taken note of its content, and in which the data subject is further transparently informed about (i) the controller of his/her personal data, (ii) the purposes for which his/her personal data are processed, (iii) the period for which the personal data will be stored, (iv) his/her rights with regard to this processing, and (v) Wildstream’s obligations with regard to this processing.
Other provisions
Belgian law applies to this agreement, with the exception of its rules of private international law.
All disputes are settled exclusively by the courts of the judicial district of Antwerp, Antwerp division.
The agreement may not be transferred to a third party without the prior written consent of the other party. Failing this, the other party has the right to terminate this agreement unilaterally by registered letter, without this giving rise to any right to compensation.
The invalidity, nullity or unenforceability of any provision or clause of these general terms and conditions will not lead to the invalidity, nullity or unenforceability of, respectively, that clause or these general terms and conditions as a whole. If the validity or enforceability of a provision or clause of these general terms and conditions is compromised or seriously threatened, the parties will take all measures reasonably necessary or desirable for these provisions or clauses to remain lawfully in force, or to replace the provision or clause concerned with another provision or clause that, economically, has substantially the same effect for all parties, unless this invalidity or unenforceability of the provision or clause would undermine the cause or the balance of these general terms and conditions.