Article 1: Definitions
In these general terms and conditions the following definitions apply: a. client: the natural or legal person that has given Global Image an assignment for the performance of PR activities; b. Global Image: a brand name within the company Mia Studio, whose registered office is at Frankrijklei 112, 2000 Antwerp.
Article 2: General
1. These terms and conditions apply to the formation and content of and compliance with all contracts between the client and Global Image.
2. The client’s general terms and conditions shall only apply if it has been expressly agreed in writing that they apply to the contract between the parties, to the exclusion of the present general terms and conditions.
Article 3: Quotations and offers
1. The issue of a quotation shall be valid in all cases for a period of one month. After the period of one month has expired, the price given in the quotation may change, but the client shall be informed of this in writing.
2. Offers made by Global Image are always non-binding and may only be accepted without any changes. An offer shall in any event be deemed to have been rejected if it is not accepted within one month.
Article 4: Cancellation
1. The client is entitled to cancel an agreement before Global Image has commenced performance thereof provided that it compensates Global Image for the damage incurred as a result. By damage is meant the losses and lost profits incurred by Global Image, and in any case the costs already incurred by Global Image during preparatory work, including those relating to PR plans which have already been made, purchased goods and services which are necessary for the execution of the PR plan, written press releases, database creation and the sending of press samples.
Article 5: Price
All prices are quoted net of VAT and other charges imposed by the Belgian government. The price which Global Image has specified for the service(s) to be performed by Global Image applies exclusively to the service(s) set out in the contract and/or specifications.
Article 6: Price changes
1. Global Image may increase the agreed price if one or more of the following circumstances occurs after the contract has been agreed: an increase in the cost of the materials or services required for the performance of the contract, an increase in shipping costs, the clipping service subscription or the price per clipping, an increase in wages, or in general, any other comparable circumstances.
2. The following shall constitute grounds for increasing the agreed price: extra text to be edited, inadequate briefings, inadequate data carriers, inadequate computer software or data bases, an inadequate method of delivery of the materials or products to be provided by the client and any similar deliveries by the client to Global Image which necessitate work or costs beyond what could reasonably have been expected when entering into the contract.
3. Global Image shall be entitled to increase or, as the case may be, to reduce the agreed price, if the client makes changes to the originally agreed specifications, including author’s corrections to press releases, press packs, press invitations for press conferences, desk tours and press trips, HTML press mailings, audiovisual and/or graphic effects for a PR campaign and modified instructions after receipt of PR assets. Global Image shall take account of these changes within reasonable limits, provided that the content of the service to be provided by Global Image is not substantially different from that originally agreed.
Article 7: Payment terms
1. Unless otherwise agreed, the client must pay the price and other amounts due under the contract within 30 days of the invoice date, without being able to claim any discount, set-off or suspension. However, payment must be made cash on delivery if the client is a natural person not acting in the capacity of exercising a profession or business. In the event of late payment the client shall be considered to be in default of contract without Global Image being required to give notice thereof.
2. When delivery in instalments has been agreed, Global Image shall after delivery of the first part, be entitled, in addition to payment for this part, to seek payment for the costs of the entire delivery such as those for organising an event, layout and printing costs, etc.
3. The client is required, regardless of the agreed payment terms, to provide security for the payment of the amounts payable to Global Image under the contract whenever Global Image so requests. Such security provided must be sufficient to cover adequately the amount payable together with any interest and costs, and must be available to Global Image without any problem. Should such security subsequently cease to be sufficient, it shall be increased until it is sufficient as soon as Global Image so requests.
4. If the client fails to pay on time as referred to in Paragraph 1 of this Article, it shall be liable to pay interest at the statutory rate on the amount due as from the invoice date on account of its late payment. Global Image is authorised to charge one-twelfth of this interest in respect of each month or part of a month in which the client has failed to satisfy its payment obligation in full.
5. In the event of late payment as referred to in Paragraph 1 of this Article, the client shall be required to pay, in addition to the amount due and the interest due thereon, full compensation of both judicial and extrajudicial collection costs, including costs for lawyers, bailiffs and debt collection agencies. The extrajudicial costs are set at 15% of the principal with interest or €100.00, whichever is the greater.
Article 8: Method of delivery; retention of title
1. Unless otherwise agreed, delivery shall occur in Global Image’s place of business.
2. Global Image is not obliged to deliver its products in instalments.
3. The client is obliged to give its full cooperation with the delivery by Global Image of the items specified in the contract. The client shall also be in default of contract without any requirement of prior notification if it fails to collect the deliverables as soon as Global Image so requests or, if delivery to its address has been agreed, if it refuses to take receipt thereof.
4. Every delivery of items by Global Image to the client shall be undertaken subject to retention of title until the client has paid all amounts payable under the contract, including interest and costs.
5. The cost of transport of the deliverables shall be borne by the client. The client shall always bear the transport risk. The term ‘transport’ also includes transmission of data via the telephone network and any similar transmission by any technical means. The acceptance of items from Global Image by the transporter shall be regarded as proof that the said items were in good apparent condition, unless the contrary appears from the waybill or receipt.
Article 9: Delivery times
1. A delivery time specified by Global Image is of indicative value only, unless it is explicitly stated in writing that it constitutes an absolute deadline. Even in the case of an agreed absolute deadline, Global Image shall only be in default after the client has notified it thereof.
2. Global Image’s shall cease to be bound by an agreed absolute delivery deadline if the client requests changes to the specifications of the work or fails to comply with the provisions of Article 12 Paragraph 1of these terms and conditions, unless the slight significance of the change or the slight delay does not reasonably make it necessary for Global Image to modify the deployment of production capacity as originally scheduled by it.
3. The client is required, in connection with the performance of the contract by Global Image, to do all that is reasonably necessary or desirable to make timely delivery by Global Image possible, including answering questions from Global Image promptly and avoiding faulty deliveries as referred to in Article 6 Paragraph 2.
4. In the event of non-compliance by the client with the provisions of the preceding paragraph of this Article, an agreed absolute delivery deadline shall cease to be binding and the client shall be in default of contract without any requirement for written notice from Global Image. Global Image shall then, without prejudice to its rights under the law, be entitled to suspend fulfilment of the contract until the client has rectified this default. Global Image shall then execute the contract within a reasonable time.
Article 10: Inspection upon delivery
1. The client is required to check with due promptness whether Global Image has performed the contract satisfactorily and is also required to inform Global Image immediately in writing if it believes the contrary to be the case. The client must undertake the said investigation and notification within 14 days of delivery. Global Image shall in all cases be entitled to undertake a new adequate performance of the contract in place of a previous inadequate performance, unless the default is not rectifiable.
2. The contract shall be regarded by the parties as having been complied with satisfactorily if the client has failed to undertake the examination or notification referred to in Paragraph 1 of this Article in good time. 3. Global Image’s performance of the contract shall in any case be regarded by the parties as adequate if the client has taken into use all or part of the delivered goods or services, edited or processed them, delivered them to third parties, or arranged for any of the foregoing, unless the client has complied with the provisions of the first paragraph of this Article.
The client shall bear the risk of any misunderstandings regarding the content and performance of the contract where such misunderstandings are caused by the non-receipt by Global Image of specifications or other information given orally or by a person appointed by the client for the purpose, or conveyed by any technical means such as telephone, fax and similar transmission media, or if such specifications or information are incorrect, received late or incomplete.
Article 11: Copyright
1. The client warrants to Global Image that the performance of the contract and in particular the reproduction or disclosure of items received from the client such as copy, typesetting, models, drawings, photographs, lithographs, films, data carriers, products, computer software, data files etc. does not infringe any rights that third parties may enforce under the Copyright Law or other national, supranational or international regulations in the area of copyright or the rights of industrial property or the law on tort. The client indemnifies Global Image both in and out of court against any claims that third parties may enforce pursuant to the said law or regulations.
2. If reasonable doubt arises or persists in respect of the accuracy of rights claimed by third parties under Paragraph 1 of this Article, Global Image is entitled but not obliged to suspend performance of the contract until it has been irrevocably established in law that Global Image does not infringe such rights through the performance of the contract. Thereafter Global Image shall carry out the PR work within a reasonable period.
3. Unless expressly agreed otherwise in writing, Global Image shall retain any copyright that may arise on the works produced by it in performance of the contract such as copy, typesetting, design drawings, models, working and detailed drawings, data carriers, computer software, data files, photographs and similar production and auxiliary resources as well as related activities mentioned as a separate item in the offer or on the invoice.
4. After delivery of the PR work by Global Image, the client shall receive the non-exclusive right to use the work, within the meaning of the Copyright Law, done by Global Image in the context of the contract, or work within the meaning of Paragraph 4 this Article. The said right of use shall be confined to the right of normal use of the delivered items, and in particular does not entail the right to simplify these items in the context of any production process.
Article 12: Ownership of means of production, etc.
1. All items produced by Global Image in connection with the PR activities on behalf of the client shall remain the property of Global Image, including those separately itemised in the quotation, offer or invoice.
2. Global Image is not required to cede ownership of the items referred to in Paragraph 1 to the client.
3. Global Image is not required to keep the items referred to in the first paragraph of this Article for the client. If Global Image and the client agree that such items will be kept by Global Image, this shall be done for a maximum of one year and without Global Image incurring any responsibility for their suitability for repeated use.
Article 13: Force majeure
Global Image may not be held liable for any shortcomings in the performance of the contract that are not attributable to its fault or that are not ascribable to it under the law, under the terms of the contract or in generally accepted understanding.
Article 14: Liability
1. Global Image’s liability under the contract with the client shall be limited to an amount that is proportionate to the agreed price by the standards of reasonableness and fairness.
2. Global Image is not liable for damage in the form of loss of business or loss of goodwill in the business or profession of the client.
Article 15: Disputes
Any disputes that may arise in connection with the contract between the client and Global Image or any further contracts concluded between them shall be settled by the Antwerp Commercial Court.
Article 16: Applicable law
The agreement between Global Image and the client is governed by Belgian law.