General conditions Linkman bvba
Linkman BVBA – General Conditions
These general terms and conditions apply to all quotations and agreements and the supplies and services resulting therefrom, of whatever nature, between LINKMAN BVBA and the customer.
Our general terms and conditions shall always prevail over any general terms and conditions of the customer. By placing an order, the customer confirms that he has read and accepted these general terms and conditions.Deviations and addenda are only binding if and insofar as agreed in writing between the parties.
Orders must be confirmed by the customer in writing.
If the customer fails to do so and LINKMAN BVBA confirms the order and no objection is made against this within eight (8) days following receipt, the content of this confirmation shall apply. If neither party confirms the order in writing and LINKMAN BVBA has commenced performance of the order with the customer’s permission, the customer is deemed to have issued the order in accordance with the quotation.
Provision of details
The customer is expected to do everything that is reasonably necessary or desirable to ensure correct and prompt delivery by LINKMAN BVBA, in particular by providing complete, proper and clear details and/or necessary materials in due time.
All oral and written offers and associated price statements are without obligation. Price statements can change due to unexpected changes to work.
The external characteristics of the order, in particular the layout, the size of the images, the fonts etc. (non-limitative list) are jointly determined by LINKMAN BVBA and the customer, unless agreed otherwise. LINKMAN BVBA moreover retains the copyright.
The customer has final responsibility for any deliverable. The time required to complete the order shall have no effect whatsoever on the invoicing. This commences from the signature of the contract, provided that the services of LINKMAN BVBA commence at that time.
Any deadline stated by us for completion of the order is only indicative, unless it is expressly stated that this is a final deadline. LINKMAN BVBA is only in default after the customer has placed us in default by registered letter, also where a deadline is stated for completion of the order.
Exceeding the stated deadline shall not give rise to the payment of compensation or only partial payment of the original invoice amount by the customer.
Use of other suppliers
If the customer deems it necessary to involve other suppliers (copywriters, video producers, host providers, content and service providers and so on) in the development of the order granted to LINKMAN BVBA, the latter cannot be held liable for any error committed by such suppliers. The associated risks are entirely for the customer’s account.
At the customer’s request, LINKMAN BVBA can act as authorised representative for the customer’s risk under conditions to be decided. The performance of the order also entails acceptance by the customer of the general terms and conditions of the third party engaged by LINKMAN BVBA. LINKMAN BVBA will notify such third party’s general terms and conditions in advance.
Competitions / several contractors
If the customer wishes to grant or offer the same order simultaneously to several contractors, he shall notify LINKMAN BVBA thereof.
If the customer ultimately grants the order to another contractor, LINKMAN BVBA reserves the right to charge for all the work it has done.
Unless and until agreed otherwise, all intellectual property rights appertaining to provisional and/or final designs for publicity, artistic, photographic, digital, electronic and other productions, domain names, creations, layouts, versions and also with regard to reproductions made thereof, shall continue to vest exclusively with LINKMAN BVBA.
Any assignment of such rights to the customer is limited to the contractually determined use, quantities, territory and duration and applies subject to prior payment of the invoiced rights.
Unless expressly agreed otherwise, we warrant that LINKMAN BVBA holds the copyright, licences or user rights with regard to the work or performances we supply.
Materials which the customer submits for reproduction or integration into the ordered creation are deemed to comply with the applicable laws on copyright and other intellectual property rights. The customer shall indemnify us against any claims by third parties regarding such materials in the context of the order.
Unless explicitly otherwise agreed, Linkman shall remain at any time entitled to integrate its commissioned audiovisual and photographic productions in its online portfolio and to use them for commercial and communication purposes. Linkman using its audiovisual and photographic productions shall never give rise to any liability issue nor shall Linkman be liable to pay any kind of damages.
Except contrary and explicit agreement, at all times Linkman reserves the right to integrate all audiovisual, graphic and photographic productions made by it into its portfolio for commercial and communicative purposes. The use of the audiovisual, graphic and photographic productions by Linkman can never give rise to any liability whatsoever, nor can Linkman be bound to any damages.
Subject to contrary agreement between the parties, LINKMAN BVBA is entitled to sign its own creations and/or to apply our identification sign to these, in accordance with professional practices.
Fees in case of changed order
If LINKMAN BVBA is obliged to perform additional or different work as a result of failure to provide full, proper and clear information/materials or because of a changed or mistaken order and/or briefing, LINKMAN BVBA reserves the right to invoice such work separately.
Invoices are always payable at the registered office of LINKMAN BVBA unless expressly agreed otherwise in writing. Payment must be made to the account of LINKMAN BVBA within thirty (30) days of the invoice date. The VAT is always paid by the customer. Unless otherwise specified, all invoices are payable without discount at the fixed price.
An advance payment shall always be made of 30 % of the invoice amount for each new order. As soon as the advance payment has been made, LINKMAN BVBA will commence the order assigned to it.
LINKMAN BVBA will issue an interim invoice after every milestone (phase) of the current order has been completed. Such invoices are also due and payable within 30 days after the invoice date.
The customer is in default if LINKMAN BVBA has not received full payment after the due date has passed.
The customer is also automatically liable for fixed compensation without notice of default equal to 15 % of the outstanding invoice amount, with a minimum of € 150.00, increased by contractual late payment interest.
Moreover, LINKMAN BVBA will be entitled to suspend its obligations towards the customer in case of non-payment or late payment until such time as the customer is no longer in default.
To be valid, any complaint must reach LINKMAN BVBA by registered letter within fifteen (15) days following the invoice date.
The customer at all times has the right dissolve the agreement with LINKMAN BVBA, provided he pays for all the work performed by LINKMAN BVBA and fixed compensation of 20 % of the work not yet performed. LINKMAN BVBA is entitled to demand greater compensation if it demonstrates that the damage incurred is greater than this.
LINKMAN BVBA has the right to dissolve the agreement if it cannot reasonably be expected to fulfil the order due to breach of contract by the customer. All work already delivered will then have to be paid, increased by a fixed compensation of 20 % of the work still to be delivered. LINKMAN BVBA is entitled to demand greater compensation if it demonstrates that the damage incurred is greater than this.
The following situations can be viewed as breach of contract on the part of the customer, therefore giving cause for LINKMAN BVBA to dissolve the agreement:
- failure to supply complete, proper and clear materials
- non-payment of invoices on the due date
- bankruptcy of the customer, suspension of payments, liquidation, attachment, lack of creditworthiness
- failure to issue approvals of creations, such as designs, texts, translations etc.
- providing too little or no input at e.g. briefings
Continuing performance contracts
If the work to be done by LINKMAN BVBA consists of repeatedly performing similar work for the customer, then the applicable agreement shall apply for an indefinite period, unless agreed otherwise in writing.
Such agreement can only be terminated by giving notice by registered letter, with due observance of a reasonable notice period of at least three (3) months, unless agreed otherwise in writing.
In that case it is not necessary to pay termination compensation.
Force majeure means a situation where it becomes reasonably impossible to perform the agreement in whole or in part. Total impossibility is not required. In case of force majeure as a result of which LINKMAN BVBA cannot reasonably be expected to fulfil the order further, LINKMAN BVBA will have the right to cease or suspend execution of the order without being bound by any obligation to pay compensation or provide a guarantee.
In such case, LINKMAN BVBA shall maintain its right to payment of fees and expenses incurred for the work done until that time and LINKMAN BVBA will make the results achieved until that time available to the customer.
Acceptance and liability
LINKMAN BVBA can never be held liable for errors in the result of the order if the customer has inspected and accepted the completed order. The order is deemed to have been accepted if the client does not raise any objection within fifteen (15) days after delivery.
The customer bears the risk of misunderstanding or errors with regard to the performance of the agreement if these are connected with or caused by the customer’s actions, such as failure to provide full, proper and clear information/materials in due time.
The customer is also solely liable for the legal consequences of the actions he has ordered and approved and their compliance with the various statutory provisions and among other things the Act on Market Practices and the Privacy Act.
Our liability for damage on the basis of an agreement with a customer is always limited to the amount of the fee due to us on the basis of the order in question, up to a maximum of € 10,000.00.
To be valid, any claim for compensation must be notified to us by registered letter within eight (8) days following the occurrence of the harmful event. LINKMAN BVBA cannot be held liable if this time limit is exceeded.
LINKMAN BVBA cannot be held liable under any circumstances whatsoever for consequential or indirect damage such as financial losses, commercial losses, loss of profits or income or loss of information, whether or not by a third party.
Nor can LINKMAN BVBA be held liable for the fate of materials that the customer entrusts to us in the context of the performance of our order or otherwise.
If a clause in these general terms and conditions does not comply with the applicable statutory provisions, this shall not entail the nullity of the entire Agreement.
In case a clause is null and void, this shall be substituted by common law or an agreement of the parties.
The agreement between LINKMAN BVBA and the customer shall be governed exclusively by Belgian law. The courts of Antwerp shall have sole jurisdiction in case of disputes.