GENERAL TERMS AND CONDITIONS HEADSHOTS.BE
1. GENERAL PROVISIONS
1.1. These general terms and conditions apply exclusively to each quotation / order and to the agreement, and to the exclusion of the general terms and conditions of the customer, even if they conflict with the terms and conditions of the customer, except for deviations agreed in writing that in no case by the customer can be interpreted as a general deviation from these terms and conditions applicable to the past and / or future commercial relationships between the parties. Under no circumstances can our agreement be inferred from the fact that we would have concluded the agreement without protesting against the terms and conditions or similar provisions of the customer.
1.2. By accepting the offer and / or placing an order, the customer is irrefutably deemed to be aware of these general terms and conditions and to accept them without reservation.
1.3. The nullity / unenforceability of a provision contained in one of the articles of these terms and conditions will in no way affect the enforceable nature of the other provisions and Fotostudio HEADSHOTS.BE undertakes to replace the provision in question by a valid / enforceable provision. that is as close as possible to the intention of the parties.
2. INTELLECTUAL PROPERTY
2.1. Unless expressly stipulated otherwise, we retain the (intellectual) property (cable, audiovisual exploitation, private copy, publication, etc.) on all our works. Original digital files, negatives, transparencies, sketches, layout and slides remain our property. The risk, including all risks of loss, destruction and damage, of the delivered goods transfers to the customer from delivery.
2.2. As the relinquishment of a work does not imply or imply the relinquishment / transfer of the copyrights in it, any reproduction, publication, exhibition or other use is only possible with our prior written consent and mention of our name, and is strictly limited to the description given in this document.
Fotostudio HEADSHOTS.BE grants the customer a revocable (except in case of violation of the license conditions), non-exclusive and non-transferable right of use to our works in accordance with the modalities of this article 2.2 (hereinafter, the “License”).
Under no circumstances can the customer invoke the License outside his statutory trading activity. In practice, the customer is prohibited from any kind of use or act that is not explicitly provided for in Book XI Code of Economic Law, in particular Title 5 in favor of the user or is not expressly permitted by the agreement, including:
making permanent or temporary, full or partial, unauthorized reproductions of the works;
editing, modifying or adapting the works;
transfer or distribute the works, to put them online, eg. on the internet, of the works or to any other communication of the works to the public;
any form of distribution, including hiring or lending the works;
commercializing the works or any other works based on the works;
2.3. If (certain) intellectual property rights are transferred, that transfer will only take effect after the agreed price has been paid. It is the sole responsibility of the customer to take any measures that may be necessary to protect the transferred rights and / or make them enforceable against third parties.
2.4. The transfer stated in article 2.3 does not affect the right of Fotostudio HEADSHOTS.BE to apply and exploit the general principles, ideas, etc. underlying the services / their object, without limitation, for other purposes, either for themselves or for thirds. Nor does the transfer referred to in article 2.3 affect the right of Fotostudio HEADSHOTS.BE to undertake assignments on behalf of itself or third parties that are similar or identical to those that have been or will be done for the benefit of the customer.
2.5. The customer must respect the moral rights attached to our works. Our name (Fotostudio HEADSHOTS.BE) must be stated clearly and unambiguously with regard to each reproduction. The customer thus undertakes to respect the integrity of our works, and in particular to faithfully reproduce the colors and not to mutilate or distort them without our prior consent.
2.6. In the event of a violation of his obligations under this article by the customer - or his director / manager or appointee for whom the customer advocates - the customer owes Fotostudio HEADSHOTS.BE a fixed compensation of 250 Euro per violation, without prejudice to the right of Fotostudio HEADSHOTS.BE to be compensated as provided for in the SOFAM Rate or up to the amount of its actual damage if this damage is higher than the aforementioned lump sums and without prejudice to its right to institute other claims such as a cessation claim.
A fixed minimum compensation of 1) 200%, 2) 100%, 3) 300%, 4) 200% of the basic duty calculated according to the SOFAM Rate, with a minimum of 125 euros, is payable for 1) use without prior permission, 2) when used without stating the name of the author and / or his right holder, 3) use with name signature with a name other than that of the actual author and / or his right holder, 4) violation of the integrity work.
2.7. This article will remain in effect for a period of ten (10) years after the end of the agreement.
3. ORDER, CONCLUSION AND PERFORMANCE OF THE AGREEMENT
3.1. Photos, catalogs, leaflets or other publicity documents delivered by Fotostudio HEADSHOTS.BE have no contractual value. The offers remain valid for one month.
3.2. The agreement is deemed to be concluded from the moment that Fotostudio HEADSHOTS.BE has explicitly accepted the assignment. Changes to the agreement must be made in writing and will always be subject to the prior and express approval of Fotostudio HEADSHOTS.BE.
3.3. We undertake to respect the provisions of the order form faithfully and to the best of our ability. Photo Studio HEADSHOTS.BE delivers its performance in accordance with the criteria of the means commitment and makes no guarantee of any particular results.
3.4. The customer guarantees that he has all rights, titles and permits / permissions required in order to allow Fotostudio HEADSHOTS.BE to provide the services and about which the customer will in any case have to inform himself. The use of our works is under the sole responsibility of the customer. He alone is responsible for the necessary permits for the persons and property depicted in these works, and for the texts and captions associated with their use. All costs related to the obligations of the customer are at his expense.
3.5. If the performance is suspended or interrupted due to circumstances attributable to the customer or his agent, Fotostudio HEADSHOTS.BE itself determines when it can resume the services, without any compensation due to delay being owed.
3.6. Without being obliged to pay any compensation, Fotostudio HEADSHOTS.BE can judge that the performance cannot proceed due to external factors over which Fotostudio HEADSHOTS.BE has no control and / or due to bad / inadequate information / non-performance by the customer. In that case, the services / their object will still be charged to the customer, who will reimburse them.
4. DELIVERIES / FORCE MAJEURE
4.1. If no delivery date has been agreed, we undertake to deliver within a reasonable period in accordance with the customs of the profession. If the agreed delivery period is exceeded by more than twenty one (21) days for reasons solely attributable to us, and provided that the customer has not made any changes to the provisions of the order form, we undertake to the agreed price by 10%. If the customer requests to shorten the delivery time, we reserve the right to increase the original amount of the order by at least 50%.
4.2. Studies, preliminary designs, proofs, delivery on sight - All our studies, designs, preliminary designs and proofs (photos, drawings, sketches, models, texts, videos, etc.) that are not followed by a final order within the foreseen period, are invoiced to the customer at the agreed hourly rate, plus the costs incurred. In that case, no use, in any way, is permitted.
4.3. Until full payment by the customer of all amounts owed by him under the agreement, the goods (carriers of the works) remain the property of Fotostudio HEADSHOTS.BE, even if the goods have already been processed / processed, and in case of incomplete or incomplete payment, the unpaid goods can be retrieved at any time without the consent of the customer. Once the goods have been delivered or from the notification to the customer that he may collect the goods, the buyer bears all risks, including all risks of loss, theft, destruction and damage. The storage of the goods pending collection by the customer is therefore at the risk of the customer.
4.4. Negatives, slides, documents, digital or otherwise, and various objects that the client entrusts to us in the context of an order are kept by us without guarantee, before, during and after the services. Additional costs can be charged separately for the storage of goods. We are under no obligation to keep the positives, negatives or digital files in our archives once the photos, videos or other documents have been delivered. This also applies to alternative versions of the photos or videos taken. If we do this, this is only for our archives, which we manage at our discretion. Costs will be charged for research work or repeat orders. Copies can be kept for the customer for a fee. This must be explicitly stated on the invoice.
4.5. In the event of force majeure or an incident that reasonably impedes Fotostudio HEADSHOTS.BE to fulfill its obligations and that cannot be attributed to it, Fotostudio HEADSHOTS.BE reserves the right respectively to extend the delivery / implementation period or to terminate the agreement with immediate effect, by operation of law and without prior judicial intervention, by registered letter to the customer, without Fotostudio HEADSHOTS.BE having to prove the unforeseeability of this situation and without being obliged to pay compensation.
Force majeure includes fire, flooding, bad weather, war, riots, strike, blockade, forced closure of the company, illness, accidents, a problem in the internal organization of the company, import or export ban, transport difficulties, delayed supply / shortage to the supply of suppliers, and all this at Fotostudio HEADSHOTS.BE as well as at the suppliers, at the stocked or subcontractors or other involved third parties, as well as defaults at the aforementioned third parties.
Collection of the ordered goods must take place within fourteen (14) days after the notification that the order is ready for collection.
6. END OF THE AGREEMENT
6.1. The customer has the right to unilaterally cancel the agreement subject to compensation from Fotostudio HEADSHOTS.BE for the goods / services already delivered, as well as a fixed and irreducible compensation amounting to 25% (excl. VAT) of the part not yet delivered, if mandatory consideration for exercising this unilateral right to cancel.
6.2. In the event of dissolution of the agreement at the expense of the customer, Fotostudio HEADSHOTS.BE is entitled to payment for the goods / services already delivered, as well as a fixed and irreducible compensation amounting to 25% (excl. VAT) of the not yet delivered part, this subject to the right of Fotostudio HEADSHOTS.BE to greater compensation if it can demonstrate more damage.
6.3. Fotostudio HEADSHOTS.BE reserves the right, without prior notice of default, to suspend all deliveries as well as to terminate the agreement with immediate effect, by operation of law and without prior judicial intervention or prior notice of default with regard to the part not yet performed, at registered notification to the customer, in the event of non-payment on the due date of an invoice as well as in the event of bankruptcy, the partial or total cessation of activity, the liquidation or insolvency of the customer or any change in the legal situation of the customer the customer.
7.1. Complaints must be sent to us by registered letter within seven (7) days of the delivery date, otherwise the delivery will be considered accepted.
7.2. Fotostudio HEADSHOTS.BE will only compensate the customer for damage, (i) resulting from a defect in the services / their object, or (ii) suffered by error, all this subject to the provisions of the other provisions of this article 7.
7.3. Fotostudio HEADSHOTS.BE guarantees the hidden defects in the services it provides / their object that manifest themselves for six (6) months from delivery, or for three (3) years from delivery with regard to customer-consumers. The customer must report any defect that becomes visible to Fotostudio HEADSHOTS.BE by registered mail and in writing within one month. Late notification implies that the customer is no longer entitled to a guarantee.
7.4. If a complaint is found to be justified by Fotostudio HEADSHOTS.BE, Fotostudio HEADSHOTS.BE will, without being obliged to pay any further compensation, either take back / repair / replace the services / their object and / or proceed to a refund or partial refund of the price. received for the non-conforming part of the assignment.
7.5. If the liability (with regard to its pre-contractual, extra-contractual or contractual liability) of Fotostudio HEADSHOTS.BE should be retained, it will in any case be limited to covering the direct damage with the maximum amount of the sums (excl. VAT) invoiced by Fotostudio HEADSHOTS.BE for the services / their object for which the aforementioned liability would be retained. Liability for any form of indirect damage such as purely financial damage, loss of profit, loss of customers, loss of working hours with regard to goods / services for which Fotostudio HEADSHOTS.BE's liability is withheld, damage to goods other than those that are the subject of the agreement , third-party claims, etc. are excluded.
7.6. The customer accepts that due to technical limitations, color deviations are possible. Unless expressly stipulated otherwise, delivery takes place at our address. The photographic and graphic works, as well as any other object, are transported at the risk and at the expense of the customer. He is also responsible for the works entrusted to him and for the use thereof.
8. PRICES AND PAYMENT
8.1. The prices are always exclusive of the tax charges borne by the customer. Our price is calculated on the prices of the raw materials and wages on the date of the order form. We reserve the right to adjust our prices in the event of any increase in any of these factors. Additional work and supplements are of course billed separately.
8.2. In the case of composite quotations, Fotostudio HEADSHOTS.BE does not have an obligation to deliver a part for a corresponding part of the price stated for the whole.
8.3. Any invoice not paid on the due date will be increased, by operation of law and without prior notice or notice of default, with a delay interest of 8.5% per year, as well as with a damage clause of 10% of the outstanding balance of the invoice, with a minimum of 75 Euro, all without prejudice to all other damages that are due by the customer as a result of his default. This flat-rate compensation is separate from the compensation for copyright infringement, legal and legal costs.
8.4. In case of late payment, any discount allowed will lapse. In the event of non-payment of an invoice on the due date, all other claims against the customer that have not yet expired become due and payable by operation of law and without prior reminder or notice of default.
8.5. Fotostudio HEADSHOTS.BE reserves the right to make the delivery / execution dependent on the payment of an advance or the full price.
8.6. All invoices are deemed to have been accepted if they are not disputed by the customer by registered letter within eight (8) calendar days of the invoice date.
8.7. Under no circumstances can payments be suspended or compensated in any way without the prior written consent of Fotostudio HEADSHOTS.BE.
9.1. Those provisions that are explicitly stated to survive the term of the Agreement, for whatever reason, as well as those provisions that are intended to survive the term of the Agreement including, without limitation, Article 2 (Intellectual Property) and Article 7 (Liability ), will remain in effect after the end of the Agreement for as long as necessary for their purpose.
9.2. In case of dispute, only the courts of the place where Fotostudio HEADSHOTS.BE has its registered office have jurisdiction.