This Studio Disfruta Business Agreement (the “Agreement”) is between Studio Disfruta Ltd., a company organized under the laws of Belgium. with its principal place of business at Langlaarsteenweg 110, 2630 Aartselaar, Belgium (“Studio Disfruta”, “We” or “Us”) and the organization agreeing to these terms (“Customer” or “You”). This Agreement governs access to and use of the platform for booking, participating in workshops as organized by Us, described at Studio Disfruta.com (the “Services”). 

By using this website, signing this agreement, ordering and/or paying for any Studio Disfruta Services and/or using the order form (“order form”) that references this agreement, or using the services, you agree to this agreement as a Customer.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “Customer” “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this agreement and may not use the services.

Studio Disfruta General Terms and Conditions

1. Services.
   1. Provision of Services. Customer and users of Customer’s website may order and use the Services in accordance with this Agreement and any applicable Order Forms.
   2. Data Processing. Studio Disfruta will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Customer agrees that Studio Disfruta may transfer, store, and access Customer Data locations other than Customer’s country but within the European Union. “Customer Data” means the account and contact information submitted to Studio Disfruta by Customer: this will be limited to Customer name, address, invoice information, e-mail address and phone number, and if applicable catering related information such as allergies. 
   3. Modification to the Service. Studio Disfruta may update the nature of modalities of the Services from time to time. If Studio Disfruta changes the services in a manner that materially alters their nature, Studio Disfruta will inform Customer via the email address associated with the account.
2. Workshop calendar
   1. Confirmation. Customer may order the Services via the website. Any requested date will only be final after a written confirmation by Studio Disfruta and after all fees due were paid.
   2. Cancellations. Studio Disfruta reserves the right to cancel a scheduled workshop if there are too few participants. In such a case, this will be communicated to the Client 15 days before the scheduled date. Studio Disfruta clarifies that a minimum of five participants per workshop must be registered. The Client will be 100% refunded if this should occur. 
3. Intellectual Property Rights.
   1. Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) Studio Disfruta any Intellectual Property Rights on Customer Data or (ii) Customer any Intellectual Property Rights on the Services or Studio Disfruta trademarks and brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
   2. Feedback. Studio Disfruta may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer send to Studio Disfruta without any obligation to Customer.
   3. Customer Created Content. To remove any doubt, any results of the workshops developed by Customer using the Services will be Customer’s property and not the property of Studio Disfruta.
   4. Recordings. Unless otherwise indicated, all intellectual rights relating to the content of these workshops and website belong to Studio Disfrut and/or Studio Disfruta is entitled to use them by means of an agreement or licence. Livestreaming of workshops and recordings may only be made with the express permission of Studio Disfruta, their content may not be reproduced by the participant.
4. Confidentiality.
   1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, information relating to either party’s products, technology, know-how, specifications, and concepts; as well as information of business and commercial nature, of either part. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
   2. Treatment and Use of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section.
   3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
5. Fees & Payment.
   1. Fees. Customer will pay all fees specified in any applicable Order Forms. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable, and fees paid are non-refundable if the customer cancels 0-15 days before the workshop date. If the customer cancels the Service 15-30 days in advance, he will be entitled to get a refund of 50% of all fees paid. Return payments will be made to the bank account number the fees were received from and never in cash money. 
   2. Invoice. Customer is responsible for providing complete and accurate billing and contact information to Studio Disfruta and may not dispute an invoice solely based on the fact that it contains errors and/or has missing info if this is due to Customer’s actions or inactions.
   3. Taxes. Studio Disfruta’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If Studio Disfruta has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Studio Disfruta will invoice Customer and Customer will pay that amount unless Customer provides Studio Disfruta with a valid tax exemption certificate authorized by the appropriate taxing authority. 
6. Term & Termination.
   1. This Agreement commences on the date Customer first accepts it and will remain in effect until Customer’s subscription to the Services expires or terminates, or until the Agreement is terminated. 
   2. Effects of Termination. If this Agreement terminates, Studio Disfruta may delete any Customer Data. The following sections will survive expiration or termination of this Agreement: Section 3 (Intellectual Property Rights), Section 5 (Fees & Payment), Section 6(c) (Effects of Termination), Section 7 (Indemnification), Section 8(b) (Disclaimers), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous).
7. Indemnification.
   1. By Customer. Customer will indemnify, defend, and hold harmless Studio Disfruta from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Studio Disfruta and its affiliates regarding: (i) Customer Data; (ii) Customer’s use of the Services in violation of this Agreement.
   2. By Studio Disfruta. Studio Disfruta will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Customer to the extent the claim is based on an allegation that Studio Disfruta’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will Studio Disfruta have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Studio Disfruta and (ii) any content, information, or data provided by Customer or other third parties.
   3. Claims. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. The indemnities above are customer’s only remedy under this agreement for violation by the other party of a third party’s intellectual property rights.
8. Representations, Warranties, Exclusive Remedies and Disclaimers.
   1. Each party represents that it has validly entered into this Agreement and has the legal authority to do so.
   2. Content Disclaimer. Since the Customer himself will be the creating party of a piece, Studio Disfruta does not offer any guarantee as to the content of the specific workshop, the result, the catering or any other part of the Services. Studio Disfruta offers no guarantees and is therefore not liable for damages resulting from inaccuracies or incompleteness in the information offered and the workshops, the quality, the way in which it is presented and/or if its educational and/or artistic content does not correspond to the Customer’s expectations. Studio Disfruta also accepts no liability for any damages suffered as a result of the use of data, advice or ideas provided by or on behalf of Studio Disfruta during the workshops.
   3. End result. Studio Disfruta will strive to deliver an end result that will be the property of Customer. However, after the workshop Studio Disfruta will post process this work to allow for it to be baked in the oven and obtain a result that can be showcased by Customer if desired. Since this post-processing is fully dependent on how the Customer created the work (such as how he built up a structure, how many clay was used, etc.. ) Studio Disfruta does not extend any guarantee on a usable end result. It is possible due to the nature of the materials and techniques used that the end result may break or perish. If this occurs, Customer shall be informed and Customer shall not be entitled to any compensation, reimbursement or any performance whatsoever to be delivered by Studio Disfruta.
   4. To the fullest extent permitted by law, except as expressly stated in this agreement, neither customer nor Studio Disfruta and its affiliates, suppliers, and distributors make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use of the result, or non-infringement. 
   5. Studio Disfruta clarifies that any participation in a workshop or one of the Services offered by Studio Disfruta is at his own risk. Customers are informed very clearly about the nature of the workshop and are expected to assess the risk themselves and, if necessary, make their own additional insurance or other arrangements.
9. Limitation of Liability.
   1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR STUDIO DISFRUTA’S INDEMNIFICATION OBLIGATIONS, STUDIO DISFRUTA AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL NEVER BE LIABLE UNDER THIS AGREEMENT FOR (i) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR (ii) LOSS OF USE, DATA, BUSINESS, REVENUES OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
   2. Limitation on Amount of Liability. To the fullest extent permitted by law, Studio Disfruta’s aggregate liability under this agreement will not exceed the amount paid by customer for the services hereunder for the event.
10. Miscellaneous
    1. Pick-up. At the end of the workshop and/or at the latest within x days after the workshop, Customer will be informed about the proposed timeframe for the post processing to be done by Studio Disfruta. Customer will be informed of the date he can pick up his finished work if applicable. If the Customer fails to do so within X weeks of the proposed date, then Studio Disfruta may freely dispose of the work.
    2. Entire Agreement. This Agreement, including any applicable Order Form, constitutes the entire agreement between Customer and Studio Disfruta with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: (1) the applicable Order Form, (2) the Agreement.
    3. Modifications. Studio Disfruta may revise this Agreement from time to time and the most current version will always be posted on the Studio Disfruta website. If a revision, in Studio Disfruta’s sole discretion, is material, Studio Disfruta will notify Customer (by, for example, sending an email to the email address associated with the applicable account). By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.
    4. Governing Law and Jurisdiction. The agreement will be governed by Belgian law. 
    5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
    6. Notice. Formal notices must be sent via e-mail registered letter and are deemed given 8 calender days after being sent. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Studio Disfruta must be sent to Studio Disfruta, Langlaarsteenweg 110, 2630 Aartselaar.
    7. Waiver. No failure or delay by any Party at any time to enforce one or more of the terms, conditions or obligations of this Agreement will (i) constitute waiver of such term, condition or obligation, (ii) preclude such Party from requiring performance by the other Party at any later time, or (iii) be deemed to be a waiver of any other subsequent term, condition or obligation, whether of like or different nature.
    8. Assignment. Studio Disfruta may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent 
    9. Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
    10. Force Majeure. Except for payment obligations, neither Studio Disfruta nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riots, governmental action, ..).
    11. No-Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement.