DESIGN & DEVELOPMENT TERMS & CONDITIONS

 STUDIO CUOIO BV
Azalealaan 31
2980 Halle-Zoersel
Belgium
VAT BE0685 615 301

Hereinafter referred to as "Studio Cuoio".


1. SCOPE OF SERVICES

These Terms & Conditions apply to all design, development, consultancy, creative direction, product development, sourcing, technical development, pattern making, prototype development and related services provided by Studio Cuoio BV.

Any deviation from these Terms shall only be valid if expressly agreed in writing.


2. QUOTATIONS AND ACCEPTANCE

All quotations issued by Studio Cuoio are non-binding and remain valid for thirty (30) calendar days unless stated otherwise.

A project shall only be deemed accepted upon written confirmation by the Client.

Any modification requested by the Client after acceptance may result in additional fees and revised timelines.


3. FEES AND PAYMENT TERMS

Unless otherwise agreed in writing:

  • 50% advance payment upon project confirmation;
  • 50% upon completion of the agreed development phase.

Studio Cuoio reserves the right to invoice projects in stages according to milestones achieved.

Invoices are payable within fourteen (14) calendar days from invoice date.

In case of late payment, Studio Cuoio shall be entitled to:

  • interest at 8% per annum;
  • a fixed compensation of 10% of the outstanding amount, with a minimum of EUR 150;
  • suspension of ongoing work and deliveries.


4. DEVELOPMENT FEES

Development fees compensate the expertise, creative input, technical know-how, research, development work and time invested by Studio Cuoio.

Development fees are non-refundable, regardless of:

  • project outcome;
  • commercial success;
  • production decisions;
  • market acceptance.


5. DESIGN OWNERSHIP

Unless expressly agreed otherwise in writing, all concepts, sketches, constructions, technical developments, specifications, patterns, prototypes, samples and related know-how remain the exclusive property of Studio Cuoio.

The Client shall acquire no ownership rights merely through participation in the development process or payment of development fees.


6. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights created, developed or used by Studio Cuoio remain the exclusive property of Studio Cuoio unless expressly transferred through a separate written agreement.

This includes, but is not limited to:

  • designs;
  • technical constructions;
  • product architecture;
  • patterns;
  • specifications;
  • drawings;
  • digital files;
  • CAD files;
  • prototypes;
  • samples;
  • trademarks;
  • logos;
  • texts;
  • photographs.


7. TRANSFER OF RIGHTS

No intellectual property rights shall transfer to the Client before:

  • full payment of all outstanding invoices;
  • written confirmation of such transfer by Studio Cuoio.

Any transfer of rights shall be strictly limited to the scope expressly agreed in writing.


8. PROTOTYPES AND SAMPLES

Prototype development is intended for evaluation, testing and development purposes only.

Minor differences between prototypes, samples and final production shall not constitute defects.

Prototype and sample costs are non-refundable.

Studio Cuoio does not guarantee that prototypes will be suitable for mass production without further development or modifications.


9. CLIENT RESPONSIBILITIES

The Client shall provide all information, materials, feedback and approvals necessary for the execution of the project.

Studio Cuoio shall not be liable for delays resulting from:

  • incomplete information;
  • delayed approvals;
  • inaccurate specifications;
  • third-party delays.


10. APPROVALS

Any approval provided by the Client, whether written or electronic, shall be deemed final.

Once approved, subsequent changes requested by the Client may result in:

  • additional development fees;
  • revised delivery timelines;
  • additional prototype costs.


11. CONFIDENTIALITY

Studio Cuoio and the Client agree to treat all confidential information exchanged during the project as strictly confidential.

Confidential information includes:

  • commercial information;
  • product concepts;
  • technical information;
  • pricing information;
  • development processes;
  • sourcing information.

This obligation shall survive termination of the project.


12. NON-DISCLOSURE

Neither party shall disclose confidential information to third parties without prior written consent, except where required by law.


13. GHOST DESIGN AND DEVELOPMENT SERVICES

Where Studio Cuoio provides design or development services on a confidential basis, all information relating to the project shall remain confidential.

Unless otherwise agreed in writing, Studio Cuoio retains ownership of its methodologies, technical know-how, development processes and expertise used during the project.


14. PRODUCTION RECOMMENDATIONS

Any production, sourcing or technical recommendations provided by Studio Cuoio are based on professional experience and industry knowledge.

Final production decisions remain the sole responsibility of the Client.


15. NO GUARANTEE OF COMMERCIAL SUCCESS

Studio Cuoio provides professional design and development services but does not guarantee:

  • commercial success;
  • sales performance;
  • market acceptance;
  • profitability.

The Client acknowledges that commercial performance depends on numerous factors beyond the control of Studio Cuoio.


16. LIMITATION OF LIABILITY

Studio Cuoio's total liability shall be limited to the total fees invoiced for the specific project giving rise to the claim.

Under no circumstances shall Studio Cuoio be liable for:

  • indirect damages;
  • consequential damages;
  • loss of profit;
  • loss of business;
  • loss of opportunity;
  • reputational damage.


17. INDEMNIFICATION

The Client shall indemnify and hold Studio Cuoio harmless against claims arising from:

  • misuse of designs;
  • production decisions made by the Client;
  • modifications made without Studio Cuoio's approval;
  • infringement caused by materials or instructions supplied by the Client.


18. FORCE MAJEURE

Studio Cuoio shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including:

  • supplier failures;
  • material shortages;
  • transportation disruptions;
  • strikes;
  • pandemics;
  • cyber-attacks;
  • power outages;
  • governmental restrictions.


19. TERMINATION

Studio Cuoio may suspend or terminate a project immediately in the event of:

  • non-payment;
  • breach of confidentiality;
  • abusive conduct;
  • failure to provide required information.

All work performed up to the termination date shall remain payable.


20. GOVERNING LAW AND JURISDICTION

These Terms shall be governed exclusively by Belgian law.

Any dispute arising from or relating to these Terms shall fall under the exclusive jurisdiction of the Courts of Antwerp, Division Turnhout.


21. LANGUAGE

These Terms may be translated into other languages.

In the event of any discrepancy between language versions, the English version shall prevail.