1. Applicability

These general terms and conditions apply to the offer, additional agreement and/or services provided by the Contractor Bram Vuylsteker to the Client, hereinafter both described as "Parties".

These terms and conditions were explicitly offered to Client, be it specifically in writing in an e-mail or by mail, be it attached to a quotation or agreement. 

Acceptance of the offer or services provided by the Contractor implies acceptance of these general terms and conditions. These terms and conditions supersede all prior verbal or written agreements. Any deviation must be in writing and upon approval of both parties. A supplementary agreement must explicitly refer to these general terms and conditions.

2. Order and advance payment

All orders must be confirmed in writing, either by mail or email by the contractor and by the client.

Any offer or quotation made by the Contractor is valid for 14 days, unless otherwise stated in the quotation or by subsequent express written agreement by the Contractor. 

The offer must be answered and approved in writing. 

Unless expressly stipulated otherwise, an order shall be accepted and its execution shall be commenced by the contractor only upon full prepayment of an advance of 15% of the value of the order.

An order can only be cancelled in writing. The cancellation shall only be valid subject to written acceptance by the contractor. In this case, a flat-rate compensation of at least 30% of the value of the order with a minimum of €100 shall be payable by the client, subject to the possibility of claiming higher compensation on account of actual damage suffered. In case of cancellation or postponement by the client of an order (in whole or in part) less than 24 hours before the date on which its execution is scheduled, a compensation of 80 % of the amount of the order will be invoiced by the contractor.

If the client books the contractor in advance for X number of hours and then uses fewer hours, all booked hours are still billed.

3. Assignment

The texts/audio-visual works/production works prepared by the Contractor are based on experience and creativity. Entrusting an Assignment to the Contractor is done on the basis of references and trust. 

Contractor agrees to perform all services to be provided with care. All performance by the Contractor shall be resource commitments, unless otherwise expressly agreed by the parties.

Delay in the execution of the order can never be a cause for compensation or for the dissolution of the agreement or cancellation of the order. 

The client should immediately receive and check the designs, works and/or products. Complaints are only valid if they are made in writing, within eight days of delivery and in any case before use, under penalty of cancellation of the complaint. 

All information made available by the contractor about a work or design is always subject to errors, mistakes or misinformation by the client. Photographs or audiovisual productions on the contractor's website are purely informative and in no way binding.

Client guarantees to provide the Contractor with sufficient instructions. Contractor shall not be liable for errors in performance due to insufficient or incorrect input by Client.

If a project price was agreed upon, the Assignment includes a maximum of x 1 correction round. The Contractor may deviate from this in the quotation. 

Additional modification of the designs, works and/or products according to the contractor's comments may result in additional time and additional costs and compensation to the client.

The Contractor shall inform the Client in good time or before the commencement of the additional expenditure of time and incurring additional costs. Depending on this, the client shall decide whether the requested processing of the designs, works and/or products will be carried out at the agreed additional cost. 

4. Intellectual Property

The intellectual property right with respect to the order of goods and/or services to be delivered, based on a design of the contractor and belongs exclusively to him, unless otherwise agreed in writing. The contractor shall at all times be entitled to sign his work and/or to mention his name on the design, on the product or in the generic/colophon of a publication or on an announcement. Unless otherwise agreed, the contractor, has the right to use all elements of the order for promotion, including on his website.

Subject to the proper payment of the fee, the Contractor hereby assigns to the Client, exclusively, all of the proprietary Copyrights and any other intellectual property rights in the Services and in any Works created and/or manufactured pursuant to this Agreement (and/or any part thereof), to the fullest extent permitted by applicable law, including any mode of exploitation. 

The transfer is for the maximum legal term of protection of the rights (including any extensions thereof) and is valid worldwide without any reservation and without any limitation as to the number of uses, regardless of the termination of the Agreement for any reason. 

The transfer of rights mentioned in this Agreement covers the following modes of exploitation:

A. Reproduction right, right of capture: This right includes all forms of graphic, sound or audiovisual, interactive and/or multimedia capture and reproduction, permanent or temporary, on any medium and by any process and without any limitation as to the number of copies. Client is entitled, among other things, to record, duplicate or reproduce the Creative Freelancer's Works in whole or in part (including but not limited to for publication on a website or material carriers), or to permit third parties to do so by means of all processes known to date, in colour or in black and white, in all formats and sizes, on carriers of any type, and on all other graphic, analog, numeric, computer, telecommunications, interactive media carriers (e.g., Internet, social media, ...).

B. Right of communication to the public: This right includes any form of communication to the public of the Works, in their entirety or extracts, as well as their adaptation, by any means, present or future, throughout the world, on any medium, regardless of the technical standards used and regardless of the means by which the public may consult the performances and/or creations. This right also includes the right to disclose, publish, reproduce, distribute or cause to be distributed copies of the Works by any means, including for purposes of promotion or publicity in the broad sense.

C. Right of Adaptation: This right includes the right to modify, transform, transpose, insert into a database or a file, incorporate into another copyrighted work, right to summarize, (graphical) adaptation of the Works, as well as the right to reproduce and communicate to the public the result of such adaptation as described in the remaining points.

D. The right to distribute, reproduce, sell, use the Services and/or the resulting Works, with or without commercial intent, for promotion and/or publicity, and/or exploit them in any way, on all possible materials and carriers, regardless of the formats and/or sizes, colours, means and/or processes used for this purpose.

E. The right, within the limits of this Agreement, to grant (sub)licenses to third parties with respect to the Services, the Works and each of the rights granted thereon. 

The name, or if desired, a pseudonym of the assignee shall, to the extent possible and in accordance with fair professional practice, be stated in/on the following carriers: Bram Vuylsteker OR vedetski.

The Contractor retains the right to use (parts of) the delivered texts/audio-visual works/production work for his portfolio, prospecting other clients, social media... however without sharing company secrets. 

Texts, studies, drafts...created in the preparation of this assignment remain the property of the Contractor. 

The invoice will also mention the transfer of copyrights.

It is the obligation of the client (the one who pays the copyright remuneration) to deduct the withholding tax from this copyright remuneration and forward it to the tax administration and file a withholding tax return.

5. Prices

Prices stated in quotations are price indications. They are given in good faith and as accurately as possible but may differ from the amount due upon invoicing. The client will always be informed in advance of (the reason for) any price increases or additional costs.

Expenses for purchase or rental of specific equipment, costs for miles traveled, special shipping costs or any other additional costs in performance of the Order will be charged extra after consultation with Client. 

6. Delivery and acceptance

Delivery terms are provided by way of information only and are not binding unless expressly agreed upon. However, the contractor shall strive to meet the delivery deadlines and will communicate delays to the customer. Delays in the execution of the order can never be a reason for compensation or for the dissolution of the agreement or cancellation of the order. 

The customer should immediately receive and check the designs, works and/or products. Complaints are only valid if they are made in writing, within eight days of delivery and in any case before use, under penalty of cancellation of the complaint. 

All information made available by the contractor about a work or design is always subject to errors, mistakes or misinformation by the customer. 

Unless otherwise agreed in the special conditions, a quotation and order shall include one adaptation of the delivered designs, works and/or producers. Additional adaptation of the designs, works and/or products according to the customer's remarks may result in additional time and additional costs and compensation for the contractor.

The contractor shall inform the customer in good time or before the commencement of the additional time and incurring additional costs. Depending on this, the customer will decide whether the requested processing of the designs, works and/or products will be carried out at the agreed additional cost. 

7. Billing and payment

Invoices are payable in cash on the due date and to the account number indicated on the invoice. Invoice protests must be submitted to the contractor in writing by registered mail within eight working days of the invoice date. In case of non-payment on the due date of an invoice, it shall be increased, ipso jure and without notice of default being required, by a fixed penalty of 10% on the total amount of the relevant invoice with a minimum of € 50,- and late payment interest of 12% per year until the date of effective payment.

The transfer of material ownership on movable goods delivered by the contractor shall only take place after full payment of the agreed price. Until full payment has been made, the customer shall not be entitled to alienate the products, relinquish material possession thereof or use them in the broadest sense of the word.

8. Cancellation

Cancellation of an order by the Principal must always be done in writing (by mail or e-mail). After cancellation, the Contractor will inform the Principal of the hours already worked. These will be compensated at the agreed rate.

If a project price was agreed upon, Contractor shall invoice the hours already performed at a price of 85 EUR/hour.  

OR

In case of cancellation of Order by Client within 48 hours of the order, a fee of 0% of the project price will be payable to Contractor.

In case of cancellation after >48 hours, a fee of >15% of the project price will be due. 

In case of cancellation after >1 week, a fee of >30% of the project price will be due.

In case of cancellation after >2 weeks, a fee of >45% of the project price will be due.

In case of cancellation after >3 weeks, a fee of >60% of the project price will be due.

In case of cancellation after >4 weeks, a fee of >80% of the project price will be due.

This cancellation fee will be billed to Client.


9. Liability and Insurance.

The goods or services provided by the Contractor shall conform to the standards and practices of care, skill and diligence customarily employed by similar enterprises under similar circumstances at the time of the order and conform to the agreed specifications and requirements stated in the order. 

The risk and cost of transportation of products and any insurance costs shall always be borne by the customer, unless expressly agreed otherwise or unless there is negligence or gross misconduct by the contractor. 

The contractor shall only be liable for direct damage which is the direct and necessary consequence of his gross negligence, serious error or intent in the execution of the order. Under no circumstances may it be held liable for compensation of indirect damage such as loss of profit, loss of customers, any form of interest, (collection) costs.... The contractor's liability shall always be limited to the total value of the order or assignment.

10. Early termination and force majeure

Either Party may terminate the performance or acceptance of the assignment by written notice to the other Party: (i) if the other Party has committed an act that constitutes dishonesty, disloyalty, corruption or fraud, (ii) if the other Party commits gross negligence, willful misconduct, lack of professional or ethical conduct with respect to performance or (iii) if the other Party violates a material term or condition and fails to rectify the situation within 10 days of receiving a written request to do so; (iv) if an event of force majeure continues for more than 1 month and the Parties have failed to find a suitable solution, (v) with immediate effect if the other Party should be declared insolvent or bankrupt or makes an assignment or other arrangement for the benefit of its creditors.

No Party shall be liable for non-compliance with its obligations (other than payment of any amounts due) when such non-compliance is a result of causes beyond its reasonable control, such as, but not limited to, fire, flood, strikes, social unrest, war (declared or undeclared), embargoes, blockades, legal restrictions, government regulations.

Termination shall be without prejudice to any rights a Party might have in respect of any violation by the other Party of any of the provisions if such violation occurred prior to termination.

11. Confidentiality

All information (including documents, files, visual materials, presentation decks or methodologies, creative content and ideas, software, financial information, client information ...) of any kind, made available in any manner to either party, is and shall remain the property of the party originally possessing the information; shall be treated with confidentiality by the other party and shall not be communicated or disclosed in any manner to any third party without the prior written consent of the owner; shall be used solely for the purpose for which it was made available, and shall be returned to the owner upon first request.

12. Nullity & Supplements.

If any provision of these general terms and conditions is declared null and void, the remaining provisions shall remain in full force and effect. The annulled provision will be replaced by a provision that approaches its purpose and spirit as closely as possible.

Anything not expressly provided for herein shall be governed by Belgian common law.  

13. Governing law.

Belgian law applies regardless of the nationality of the parties and/or destination of the goods.

In the event of a dispute, the parties agree to first and foremost prefer mediation before bringing the dispute before the competent court. After mediation, the dispute can only be brought before the courts with ratione loci jurisdiction for the Contractor's registered office.