Terms & Conditions

INTRODUCTION

Unless otherwise stated, all offers of services, interventions and services provided by AB-Arts are subject to these general terms and conditions in their entirety. The client is deemed to have accepted these general terms and conditions as soon as it orders any service from AB-Arts and may not, in this respect, rely on any conflicting general terms and conditions (in particular its own). AB-Arts is only bound to comply with the rates and deadlines it has stated in an offer of services insofar as the client does not modify the initial project on which that offer was based. Any special or urgent work will be subject to additional charges.

OFFERS OF SERVICES

All offers of services from AB-Arts are valid for a limited period and are based solely on the information that a given client has provided or of which AB-Arts is aware. Unless otherwise stated, the terms of such offers are valid for 15 days from the date on which they were drawn up.

RATES

All rates, quotations or price lists that AB-Arts proposes, draws up or sets out are indicative only and are exclusive of applicable taxes.

DEADLINES

Service delivery deadlines are indicative only, and the period they define is only deemed to have started running once all the elements necessary for the provision of the services concerned have been transmitted or delivered. AB-Arts may under no circumstances be held responsible for any delay caused by an event beyond its control that makes the provision of its services impossible or difficult, including technical or IT problems, and this for as long as such events may last. No such delay will give the client the right to cancel an order for services or to claim damages. AB-Arts reserves the right to cancel or temporarily suspend, in whole or in part, the provision of any ordered service, without notice or right to compensation, and may under no circumstances be held responsible for any delay directly or indirectly caused by cases of force majeure such as the outbreak of war, mobilisation, blockade, a total or partial strike, lock-out, riots, epidemics, exceptional weather conditions, shortages of essential raw materials or any obstacle to the regular supply of such materials, fire, explosions, and so on. The occurrence, under the responsibility of AB-Arts or its subcontractors, of any event similar in nature or consequence to those just listed will be interpreted as constituting a case of force majeure.

DOCUMENTS AND MATERIAL PROVIDED BY CLIENTS

Clients warrant that they hold the right to copy or reproduce any text, image, document or drawing of a technical or artistic nature that they transmit or deliver to AB-Arts. The provision of services by AB-Arts takes place under the sole and entire responsibility of its clients. Clients are also solely responsible for the legality of any content that they may ask AB-Arts to incorporate into any project. AB-Arts assumes no responsibility in this respect. Clients undertake to transmit or deliver to AB-Arts all the elements, information or materials necessary for its provision of services, within the deadlines and in the formats indicated by AB-Arts. Images, drawings of a technical or artistic nature, projects, photographs, films or any other material belonging to clients are stored on AB-Arts premises at the clients' own risk. Clients will expressly release AB-Arts from all liability in all circumstances, and in particular in the event that such material should suffer partial, total or irreversible loss or damage for any reason whatsoever.

APPROVAL

Work carried out by AB-Arts will be deemed to have been approved by the client 5 working days after it is sent. If clients wish to dispute any aspect of the work carried out by AB-Arts, they must do so in writing and send their objections by registered mail within 5 working days.

ADVERTISING AND SAMPLES

AB-Arts reserves the right to publish samples of completed work for advertising, presentation or any other purpose intended to illustrate the nature of the services it offers.

COPYRIGHT

AB-Arts retains full material and intellectual ownership (copyright, design rights, trademarks, patents, database rights, and so on) of all its creations (including projects, advice, drafts, models and other preparatory work) as well as of the media in which they may be incorporated, together with all other rights relating to its work, with the exception of the rights that AB-Arts expressly assigns to its clients in writing or whose use it authorises in return for the payment of specific royalties. AB-Arts nevertheless authorises its clients to reproduce, distribute and use the completed work (containing AB-Arts creations and the media in which they are incorporated) in exchange for the sole price paid for their completion, within the limits set by the offer or the order and for the sole purpose of meeting the needs on which the order was based. This authorisation does not entail a waiver of any right and is granted on a non-exclusive basis for the benefit of the client; it is valid in the geographical area and for the duration set out in the order. In the event of doubt as to the exact definition of the limits of the geographical area and the duration, this authorisation is valid for Belgium and for a period not exceeding one calendar year. In the event of doubt as to the client's needs, the needs on which the client's order was based will be deemed to correspond to the purpose for which, and the manner in which, the completed work was first used. The foregoing applies only to delivered work that a client has formally and definitively accepted. The projects, drafts, models, layouts, images, animations and other preparatory work carried out by AB-Arts may not, under any circumstances, be used without the express written consent of AB-Arts. The client's right to use the materials, as described above, is subject to the client's compliance with all the obligations it has entered into as part of the ordering process, in particular the payment of AB-Arts fees as well as the fair and lawful use of any copyright-protected material included in the delivered work. AB-Arts reserves the right to affix its name or logo to any delivered work; this signature may not be modified, removed or moved without the consent of AB-Arts. Clients may not: modify the materials delivered by AB-Arts; use only part of the materials delivered by AB-Arts; use the materials delivered by AB-Arts for purposes other than those specified in the original order; modify, remove or replace the AB-Arts signature in the materials delivered by AB-Arts; assign to a third party the rights or authorisations arising from an agreement concluded with AB-Arts; this list is not exhaustive.

DELIVERIES

All materials and creations, whether owned by AB-Arts or by the client, are transported under the client's entire responsibility, who is also responsible for ensuring that they are covered by the appropriate insurance policies.

PAYMENT

The notes and invoices issued by AB-Arts are payable in full and without discount to the company's official bank account. In the event of late payment, the sums owed to AB-Arts will bear automatic monthly interest of 1.5%, calculated on the first day of each 30-day period following the date of issue of the document informing the client of its debt, in addition to which the client will owe a basic fixed-sum indemnity of at least 50.00 EUR and equal to 10% of the unpaid amount. Both the interest and the fixed-sum indemnity are without prejudice to any additional compensation owed to AB-Arts for costs resulting from proceedings, fees, recovery, legal action or enforcement. In the event of the client's non-payment or overdue payment, AB-Arts also reserves the right to suspend or terminate the delivery of any other work intended for the same client (whether or not such delivery is related to the contract for which payment is overdue), without prejudice to any compensation and interest that AB-Arts may claim. The note or invoicing does not entail the transfer of the right of reproduction or communication, which remains that of AB-Arts.

SUBCONTRACTING

By accepting an offer made by AB-Arts or by using its services, clients acknowledge that, in certain cases, AB-Arts may call on the services of third parties if it deems it necessary.

COMPLAINTS/CLAIMS

Any complaint or claim concerning delivered work must be communicated to AB-Arts in writing immediately upon receipt of that work, then reiterated and confirmed in writing within a period not exceeding 5 working days. Any complaint or claim concerning a note or an invoice must be communicated to AB-Arts in writing within a period not exceeding 8 calendar days from the date of the note or invoicing; failing receipt by AB-Arts of such a communication within this period, it will consider that the client has fully accepted its notes or invoices. Complaints or claims concerning delivered work are made without prejudice to subsequent notes or invoices. Any use, including partial use and for any purpose whatsoever, by the client of work delivered by AB-Arts will imply its acceptance of all the work delivered by AB-Arts.

MODIFICATION, SUSPENSION OR CANCELLATION OF ORDERS

Any suspension or modification of an order in progress, as well as any change in the use or distribution of the delivered work, may lead to the concurrent modification of the charges initially agreed, without prejudice to the intellectual property rights of AB-Arts. Clients may not unilaterally cancel orders in progress or before the dates initially agreed without fully indemnifying AB-Arts, in accordance with Article 1794 of the Civil Code, for all costs or loss of earnings incurred (at least equal to the agreed price), without prejudice to any compensation and interest that AB-Arts may claim. The price initially agreed and any deposit paid will in any event remain the property of AB-Arts which, if they had not been paid in full, will also have the right to claim any sum still due. This also applies in the event that an order is cancelled before the start of the work.

DEFAULT

Failure to pay when due, acts of protest, sequestration, amicable liquidation arrangements, liquidation, bankruptcy or any other act indicating a client's insolvency will result in the forfeiture of payment terms, render all the client's unpaid notes immediately due and confer on AB-Arts the right to terminate the work in progress with no obligation other than to inform the client of this decision by registered mail, the client having no right to claim damages.

RESPONSIBILITIES

AB-Arts may not be held responsible for any incompatibility or non-conformity of its work resulting directly or indirectly from information, elements or instructions that its clients may have provided or approved. The client warrants that AB-Arts may freely use any element that the client has provided in order to enable AB-Arts to carry out an order. AB-Arts is responsible only for the work it has itself carried out or that has been carried out under its direction or supervision. The client is solely responsible for the content of the advertisements and communications it has ordered.

RESERVATION OF OWNERSHIP

AB-Arts retains full ownership of the media in which its creations are incorporated until the client has paid in full all the charges, taxes and incidental costs it has asked the client to settle. The associated risks are transferred to the client upon leaving the AB-Arts premises. AB-Arts may exercise its right of retention over any work to be delivered to the client in the event of overdue payment for any order the client may have placed.

REPRESENTATION

Any natural person representing a third party, such as a company or an association, who enters into a contractual agreement with AB-Arts will be personally responsible for the performance of the obligations of the third party it represents. AB-Arts is solely responsible towards the client. The natural persons representing a client towards AB-Arts are deemed to be duly authorised to represent the client and to act in the name and interest of the client.

NULLITY OR UNENFORCEABILITY

If any part of these general terms and conditions is found to be unlawful, invalid or unenforceable, that part will be deemed severable and the validity and enforceability of the remaining general terms and conditions will not be affected. Any failure by AB-Arts to rely on a part of these general terms and conditions may under no circumstances be interpreted as an unwillingness to rely on the part in question at a later date.

DISPUTES

All contracts are governed by Belgian law. Any dispute between AB-Arts and a client must be submitted to the courts and tribunals of the city of Brussels, whose decisions will be handed down in French.