THE GENERAL CONDITIONS ARE VALID THROUGHOUT THE ASSIGNMENT.
BY ACCEPTING THIS QUOTATION, THE GENERAL CONDITIONS ARE AGREED ON.
ART. 1. GENERAL
1.1 In these terms and conditions (“Terms and Conditions”) any reference made to ‘Evi Ramaekers
Photography’ (“Evi Ramaekers Photography”) should be interpreted as a reference made to: Evi
Ramaekers Photography located at Dorpheide 25, 3970 Leopoldsburg and with company registration number 0820.955.639.
1.2 The term “Client” used in these Terms and Conditions means: any person requesting Evi Ramaekers Photography to provide an offer (“Offer”) or any person concluding an agreement (“Agreement”) with Evi Ramaekers Photography with regard to the provision of (a) product(s) (“Product”) and/or services
1.3 For the purposes of these Terms and Conditions, the term “Work” is taken to mean: all activities performed by Evi Ramaekers Photography upon request of the Client and consisting of the provision of Products or Services, such as but not limited to: the design and/or production of Products, concepts,
advertisements, recordings, pictures, portraits, the booking and casting of models, the selection of
accessories and clothing, films and other (electronic) materials required.
1.4 These Terms and Conditions are applicable on the establishment, the content and the execution of the Agreements agreed upon between Evi Ramaekers Photography and the Client as well as on the Offers provided by Evi Ramaekers Photography. Deviations, additions or modifications of these General
Conditions shall not be effective unless expressly agreed in writing between the parties.
1.5 Other conditions or stipulations mentioned on forms or documents issued by the Client or a third party is explicitly excluded from applicability on the relationship between Evi Ramaekers Photography and the Client.
1.6 These Terms and Conditions are equally applicable on Agreements concluded between Evi Ramaekers
Photography and the Client whereby, for the (partial) execution of such agreement, Evi Ramaekers
Photography relies on third parties.
1.7 In the event that one or more terms taken up in the Agreement are contrary to the provisions listed in these Terms and Conditions, the terms agreed upon in the Agreement shall supersede these Terms and Conditions.
ART. 2. OFFERS AND ESTABLISHMENT OF THE AGREEMENT
Offers issued by Evi Ramaekers Photography shall be valid for a period of thirty (30) days. Evi Ramaekers
Photography may withdraw an issued Offer as long as the Client did not confirm such offer in writing or via e-mail. Evi Ramaekers Photography is entitled to suspend its activiteit in the event the Client does not provide the necessary reassurance regarding the payment for the Work and or other obligations of the Client coming forth from the Agreement when such reassurance is requested by Evi Ramaekers Photo-
graphy, notwithstanding the obligation of the Client to reimburse Evi Ramaekers Photography for the Work already rendered and the costs already made. The Offers issued by Evi Ramaekers Photography are based on the estimated amount of working hours for: the preparation of the project concerned, recordings, post processing, the use of materials and other Project related activities (the “Project”),. The amount of estimated working hours is calculated by Evi Ramaekers Photography in good faith and in all fairness. Nevertheless, situations may arise where the Client submits new desires or project details to Evi
Ramaekers Photography during the execution of the Project which were not foreseen in the Offer.
The additional working hours necessary for the realisation of such new desires or project details invoiced at a fixed hourly rate in addition to the invoiced amount as agreed upon in the Offer.
ART. 3. ARRANGEMENTS BEFORE AND DURING THE PRODUCTION OF THE PROJECT
The Client needs to notify Evi Ramaekers Photography via e-mail with a summary of the Project (“Order”) within a minimum of three (3) working days in advance of the commencement of the Project, whereby the Client describes at least : the nature of the Project, date on which the Project is to be realised and on which the Work needs to be carried out, name of the location(s), contact details, dresscode, delivery term and any and all other relevant remarks concerning the Project. Such details are essential for the succesful completion of the Project. The Client shall be responsible for the accuracy and completeness of the details submitted and the timely manner in which such details were provided to Evi Ramaekers Photography. Such responsibility is equally applicable in the event where the details concerning the Project were provided by the Client via any technological means, e.g. : via e-mail or any other transmissionmedium. In any event, all appointments with or bookings of Evi Ramaekers Photography need to be confirmed via e-mail by both parties.
ART. 4. COSTS RELATED TO TRANSPORT, TRAVEL AND ACCOMMODATION
4.1 Transport expenses within Belgium are invoiced at a fixed rate of 0,50 EUR per km. All travel- and accomodationcosts are to be considered as additional costs and shall not necessarily be included in the Offer. Evi Ramaekers Photography may apply a different rate for long distances and productions abroad, outside of Belgium.
4.2 The Client shall provide one meal + water and/or soft drink per five booked working hours. In the event that the Client fails to comply with this Clause 4.2, any expenditures made by Evi Ramaekers Photography shall be invoiced on the final invoice provided to the Client.
ART. 5. ALTERATIONS, ANNULMENTS, TERM AND TERMINATION OF THE AGREEMENT
5.1 The Client shall notify Evi Ramaekers Photography via e-mail of all alterations or proposed changes regarding the Project within two (2) working days before commencement of the Project at the latest
(email@example.com). The Client takes full responsibility for all amendments made to the scheduled
timeframe. Evi Ramaekers Photography cannot be held liable in any way for the consequences related to such alterations.
5.2 All annulments of the Project need to be notified at least two (2) weeks before the comencement of the Project by the Client or by Evi Ramaekers Photography.
5.3 In the event that Evi Ramaekers Photography incurs damages due to annulments notified by the Client but falling outside of the notificatino period described in Clause 5.2, the following fixed rates shall be invoiced by Evi Ramaekers Photography to the Client : notification fourteen (14) days aforehand : 0% of the price agreed upon ; thirteen (13) to eight (8) days aforehand : 20% of the price agreed upon ; seven (7) to four (4) days aforehand : 40% of the price agreed upon ; three (3) to zero (0) days aforehand: 100% of the price agreed upon. In the event of force majeure, 5% of the price agreed upon shall be invoiced by Evi Ramaekers Photography to the Client, provided the Client provides Evi Ramaekers Photography with written evidence of the force majeure event.
ART. 6. EXECUTION OF THE AGREEMENT, FORCE MAJEURE AND TECHNICAL DEFECTS
6.1 Evi Ramaekers Photography undertakes to execute the Agreement to its best efforts, and to
represent the interests of the Client to the best of its abilities and as such aims to to complete the Project in a manner acceptable for the Client. For so far as necessary, Evi Ramaekers Photography shall notify the Client of the progress made in the execution of the Agreement.
6.2 As far as Evi Ramaekers Photography deems such to be necessary for the execution of the
Agreement, Evi Ramaekers Photography has the right to assign third parties with aspects of the Work
agreed upon under the Agreement on behalf and for the account of the Client, without any prior permission
from the Client to do so being necessary.
6.3 In the event that Evi Ramaekers Photography, upon the Client’s request, provides the Client with a draft estimation of the costs related to the services rendered by third parties, such draft estimation shall not be binding and are merely indicative. In so far as necessary, Evi Ramaekers Photography can request the issuance of offers from the third parties involved.
6.4 In the event that it is agreed upon that the Agreement is to be carried out in various phases, Evi Ramaekers Photography is entitled to suspend the execution of such aspects of the Work to be carried out in a subsequent phase until the Client has approved the results of the previous phase.
6.5 The lead times provided by Evi Ramaekers Photography to the Client for the completion of the Agreement shall not be binding, are merely indicative and therefore do not constitute a limitation period,
unless a deviating intention of the parties is apparent from the nature and content of the Agreement.
6.6 Evi Ramaekers Photography cannot assume any liability for any potential damages caused to the Client due to technical defects concerning the materials used by Evi Ramaekers Photography to execute the Project.
6.7 In the event of force majeure, Evi Ramaekers Photography has the right to suspend the further
execution of the Agreement. If the event of force majeure leads to the inability of Evi Ramaekers Photo-graphy to honor its commitments for a period exceeding two months, both Evi Ramaekers Photography and the Client are entitled to terminate the Agreement entirely or partially, without the Client being entitled to any form of remuneration for costs, damages or interests incurred. In the event that Evi Ramaekers
Photography has already met part of its commitments under the Agreement at the occurrence of the force majeure event or due to the occurrence of such force majeure event is only in the ability to perform part of its commitments under the Agreement, Evi Ramaekers Photography is entitled to charge the partially delivered Work or the Work to be delivered per separate invoice, and the Client is obliged to pay such invoice. For the purposes of this Agreement, force majeure is taken to mean: any occurrence which reasonably beyond Evi Ramaekers Photography’s control and hindering the execution of the Agreement, such as but not limited to: accidents, trafficjams, work incapacity, (civil)war, acts of war, threat of war, terrorism, riots, regulations from government or administration, molest, fire, floods, earthquakes, internal and external strikes, lock outs, defective materials, power shortage, delays or disruptions in transport, natural disasters. The existence of a force majeure event may be claimed in case such event takes place on the part of Evi Ramaekers Photography or in circumstances where such event takes place on the part of a third party assigned by Evi Ramaekers Photography to execute (part of) the Agreement.
Evi Ramaekers Photography is also entitled to claim the existence of a force majeure event, in the event that the circumstances for which neither party may assume accountability, takes place after the moment on which Evi Ramaekers Photography should have met her commitments under the Agreement.
ART. 7. PRICE, INVOICES AND PAYMENT
7.1 All invoiced prices are VAT exclusive (21%).
7.2 With the exception of deviating provisions in the Agreement or on the invoice, all invoices issued by Evi Ramaekers Photography are to be paid within thirty (30) days of the invoice date at the latest on the address of the registered office of Evi Ramaekers Photography as described in Clause 1.1 of these Terms and Conditions, and in the currency provided on the invoice. In the event the Client fails to pay an issued invoice within the term provided in this Clause, the price will be increased by operation of law and without prior notice of default by a fixed compensation of 1% per month on the outstanding
balance calculated from the due date of the invoice. Furthermore, an additional flat-rate compensation for
damages of the amount of 10% on the outstanding balance (with a minimum amount of 250 EUR) shall be applicable, without prejudice to the right of Evi Ramaekers Photography to claim higher compen-
sation for proven higher damages incurred. Moreover, fees for lawyers and any other relevant
collection costs associated with the collection of the outstanding invoice will be charged to the Client. Furthermore, overdue payment of only one invoice will have as a consequence that all other invoices, for which a particular instalment term has been agreed on, will become immediately due, without prior formal
notice of default. In such circumstances, Evi Ramaekers Photography shall have the right to suspend or postpone its obligations in connection with other current contracts between the parties without prior formal notice of default and without any damages being due on the part of Evi Ramaekers Photography.
7.3 Invoices that have not been protested by means of a registered letter within eight working days after they have been sent, will be considered to have been fully accepted by the Client. Complaints and/or disputes of whatever nature, never give the Client the right to suspend the performance of its obligations towards Evi Ramaekers Photography (including the payment obligations of the Client).
7.4 The Client shall pay the invoices without suspension, discount or compensation, however the Client may offset such payments with the advance payments made conerning the Agreement.
7.5 Payments made by the Client will firstly be deducted from interests, penalties and possible costs and only then from unpaid invoices, even where the Client mentions that the payment concerns an invoice of a later date.
ART. 8. ACCESS AND OBSTRUCTION
8.1 The Client shall provide Evi Ramaekers Photography with one parking place at the location where the Project is to be executed with a maximum distance of 500 meters away from such location. In the event that such a parking place is not foreseen by the Client, all potential parkingcosts made by Evi Ramaekers Photography shall be considered to be additional costs which shall be charged on the final invoice.
8.2 The Client is responsible for the delivery of access accreditations to Evi Ramaekers Photography
and its employees or co-workers and insures Evi Ramaekers Photography that no obstruction
whatsoever shall occur which may delay or interfere the method of working. Evi Ramaekers Photo-
graphy and its employees or co-workers shall be given access to the entire infrastructure
in which the Project is carried out, unless Evi Ramaekers Photography has explicitly been
instructed otherwise. In the event a problem arises at the location regarding the access
accreditations, Evi Ramaekers Photography cannot assume any liability. The Client remains
responsible and shall indemnify Evi Ramaekers Photography for any possible damages caused.
ART. 9. INTELLECTUAL PROPERTY RIGHTS
9.1 The use of the Work or the use of the results coming forth from the Work rendered and forming the object of the Agreement, is subject to the applicable provisions of Belgian Law on Copyright and Neighboring Rights and is strictly limited to the description thereof contained in the afformentioned law, unless a specific written agreement agreed upon between parties provides otherwise.
9.2 In the event that the Client fully complies with its contractual obligations, including but not limited to its payment obligations, the Client is awarded with a temporary, non-exclusive and non-transferable right of use of which the terms and conditions shall be agreed upon in a separate agreement
between parties for the extent that such right of use concerns the right of publication and reproduction in conformity with the purpose provided in the separate agreement. In all other circumstances, Evi Ramaekers Photography remains the exclusive owner of any intellectual property rights relating to its Products and Services. The release of a Product or result coming forth from the Work rendered, shall not be deemed as a transfer of copyright to the Client. Therefore every form of reproduction,
publication, exposition or any other use by the Client of a Product or result coming forth from the Work shall be subject to the prior written consent of Evi Ramaekers Photography.
9.3 The Client shall not be entitled to make any changements or modifications to the (provisional or definitive) Work or results coming forth from the Work rendered without Evi Ramaekers Photography’s prior written consent.
9.4 Evi Ramaekers Photography is entitled to use the name of the Client and the Product developed upon request of the Client for marketing-, publicity- or other reasons.
9.5 Parties agree that the Agreement is made intuitu personae. The Client is not entitled to
tranfer or assign the Agreement or its obligations based on the Agreement in whole or in part to any
third party without the express prior written approval of Evi Ramaekers Photography. The Client
shall assume full liability for any and every breach of this Clause.
9.6 Breaches of the intellectual property rights of Evi Ramaekers Photography shall be sanctioned with the damages provided according to the Sofam-rate.
ART. 10. LIABILITY
10.1 Evi Ramaekers Photography is, except in the event of deceit or wilful mistake on its behalf, not
responsible for isolated damage or consequential damage, including but not limited to financial loss, loss
of profit, personnel costs, damage to third parties, loss of income, productionlimitations, loss of clients
or claims made by third parties.
10.2 Evi Ramaekers Photography shall not assume any liability towards the Client or a third party regarding any eventual failure to comply with the delivery times agreed upon.
ART. 11. DISSOLUTION OF THE AGREEMENT
11.1 The Client shall only have the right to terminate the Agreement with immediate effect in the event of a material breach by Evi Ramaekers Photography, provided that the client notifies Evi Ramaekers Photography of such material breach within a period of fourteen (14) days after the discovery thereof.
11.2 Evi Ramaekers Photography as well as the Client shall have the right to entirely or partially rescind the Agreement in the event of bankruptcy or or has filed a voluntary petition for proceedings in temporary relief (or composition) of creditors (“gerechtelijke reorganisatie”) of the other Party.
ART. 12. MISCELLANEOUS PROVISIONS
12.1 The Agreement with Evi Ramaekers Photography implies that the Client entitles Evi Ramaekers Photography to make use of its personal data for direct marketing purposes. Such entitlement means that Evi Ramaekers Photography may on a regular basis inquire the Client of its activities. In the event the Client does not agree with the use of its personal data for such purposes, it may notify Evi
Ramaekers Photography thereof on the following address (firstname.lastname@example.org). The client can
consult, alter and correct its personal data, by a dated and signed letter addressed to Evi Ramaekers Photography. The personal data shall under no circumstances be transferred to third parties.
12.2 All agreements on which these Terms and Conditions are applicable, as well as all agreements coming forth from such agreements, shall exclusively be subject to Belgian law. All possible disputes that may arise between parties regarrding agreements subject to these Terms and Conditions, will be submitted exclusively to the Courts of Antwerp, judicial department of Hasselt, Belgium.
12.3 If one or more provisions of this Agreement is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of this Agreement shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).