GENERAL TERMS AND CONDITIONS
The following definitions apply to these General Terms and Conditions:
1.1 Customer: Party commissioning the work.
1.2 Contractor: FINN.
1.3 Agreement: the conditions under which Contractor undertakes to carry out the assignment for Customer as provided for in these General Terms and Conditions or in any other contractual document (if any).
2.1 These General Terms and Conditions are applicable to any provision of services to Customer by Contractor, except if provided otherwise in writing.
2.2 Contractor explicitly rejects the applicability of Customer’s General Terms and Conditions.
3 COOPERATION BY CUSTOMER
3.1 Customer undertakes to provide Contractor with all information and documents which the latter believes to be required for the timely and proper execution of the assignment, and to do so on time and in the desired form and manner.
3.2 Customer undertakes to inform Contractor without delay of any facts and circumstances that might be relevant to the proper execution of the assignment.
3.3 Unless the nature of the assignment dictates otherwise, Customer is responsible for the accuracy, completeness and reliability of the information and documentation provided to Contractor, even if they originate with or are acquired from third parties.
3.4 Any additional costs and extra fees due to a delay in the execution of the assignment resulting from failure to make the requested information, documents, facilities and/or staff available, or to do so on time or in the proper fashion shall be borne by Customer.
4 EXECUTION OF THE ASSIGNMENT
4.1 Unless expressly stipulated otherwise, Contractor will carry out the assignment to the best of its knowledge and ability and in accordance with professional standards. Customer acknowledges that variations in colour, etc. may occur due to technical limitations. Customer acknowledges that public relations work is by nature an obligation of reasonable effort and not an obligation of results.
4.2 Contractor determines the manner in which the assignment will be executed and by whom, with due observance of the wishes expressed by Customer where possible.
4.3 For contracts with fixed budgets (as opposed to retainer fee) including but not limited to websites, graphic design, copywriting, PR releases, etc., Customer has right to one round of amendments. Any additional amendments requested by Customer will be charged at an hourly fee of 100 € without prior notification.
4.4 Aside from additional amendments requested by Customer as described in article 4.3, Contractor cannot carry out any activities in addition to those commissioned and bill these to Customer until Customer has given its prior consent. However, if Contractor is required to perform such additional activities by virtue of its statutory obligation to provide reliable services, it is entitled to bill these to Customer, even if Customer did not explicitly give its prior consent to the performance of additional activities.
4.5 Contractor can involve third parties in the execution of the assignment.
4.6 If, for whatever reason, Customer terminates the assignment prematurely, Customer must pay for all work completed, for which an invoice shall be drawn up. Furthermore, Customer shall not be entitled to use the (draft) design or the documents already delivered without the prior written consent of Contractor.
5.1 Except where a statutory provision, regulation or other professional obligation to disclose information is in effect, Contractor and its staff undertake to maintain confidentiality vis-à-vis third parties in respect of confidential information acquired from Customer. Customer may discharge Contractor and its staff from this obligation.
5.2 Contractor cannot use the information provided by Customer for any purpose other than for which it was obtained without Customer’s written consent. By way of exception, this provision does not apply if Contractor represents itself in disciplinary, civil or criminal proceedings in which this information may be relevant.
5.3 Except where a statutory provision, regulation, or other professional obligation to disclose information is in effect, or Contractor has given its prior written consent to do so, Customer will not disclose to third parties the contents of reports, opinions or any other written or oral statements issued by Contractor.
5.4 Contractor and Customer will impose their obligations under this Article on any of its outside contractors.
5.5 Contractor has the right to refer its clients and potential clients in general terms to the activities performed, provided that this only serves as a description of Contractor’s experience. This is not deemed contrary to the provisions of paragraphs 1 and 2 above.
6 INTELLECTUAL PROPERTY
6.1 Customer shall undertake to mention the name of Contractor on the work. If the work is a website, Customer shall undertake to mention the name and hyperlink to the homepage of Contractor in a clear, legible manner.
6.2 Contractor shall be entitled to use the work in a fair and reasonable manner for self-promotion and advertising, or, to refer thereto for self-promotion and advertising.
6.3 Customer shall have the right to alter the work, if this is necessary for its intended use. However Contractor can always oppose any change to the work that is damaging to Contractor’s reputation or good name.
7.1 Customer is required to pay the fee charged without any deduction, discount or debt settlement upon receipt of invoice. Payments, which must be denominated in the currency indicated in the invoice, must be made by means of money transfer to a bank account designated by the Contractor. Objections to the amounts charged do not exempt Customer from its obligation to pay.
7.2 If Customer fails to pay within the period referred to in 7.1 above, it shall be in default by operation of law. In that case, the amount of the invoice will be increased automatically and without notice by an interest rate at 1 (one) % per month, with every month started being considered as a full month. In addition, all collection costs incurred after Customer’s default, both judicial and extrajudicial, shall be borne by Customer. The extrajudicial costs are set at a minimum of 15% of the principal plus interest, without prejudice to Contractor’s right to collect the actual extrajudicial costs in excess of this amount. The judicial costs consist of all costs incurred by Contractor, including, but not limited to legal costs.
7.3 If Customer fails to pay within the period referred to in 7.1 above, Contractor has also the right, without prejudice to its other rights, to immediately suspend the further execution of the assignment, and that which Customer owes to Contractor for whatever reason will become immediately due and payable.
8.1 Contractor must be notified in writing of complaints relating to the work carried out and/or the invoiced amount within 15 days of the date of dispatch of the documents or information in respect of which Customer is filing a complaint.
8.2 Complaints as referred to in the first paragraph do not exempt Customer from its obligation to pay.
9 DELIVERY PERIOD
9.1 If Customer is required to make an advance payment or to make information and/or materials available for the purposes of executing the assignment, then the term taken for completion of the work will not take effect until Contractor receives the payment in full or until all information and/or materials have been made available to Contractor respectively.
9.2 As the duration of the assignment is subject to many factors, such as the quality of the information provided by Customer and the cooperation extended, the due dates for completion of the work should be regarded as deadlines only where this has been agreed in writing.
9.3 Unless execution of the assignment proves to be permanently impossible, Customer cannot terminate the Agreement on account of overdue performance, unless Contractor does not perform the assignment, either partially or in full, within a reasonable period of which Customer was notified in writing after expiry of the agreed delivery period.
10.1 Contractor shall carry out its work to the best of its ability, while exercising the due care that may be expected of a Contractor. If an error is made as a result of Customer providing incorrect or incomplete information, Contractor cannot be held liable for any resulting loss.
10.2 Only if Customer proves that it has suffered a loss due to an intentional error by Contractor, is Contractor liable to pay an indemnity.
10.3 Contractor’s liability is in any case limited to the fee received within the scope of the Agreement for the last six months.
11 APPLICABLE LAW AND JURISDICTION
11.1 This Agreement between Customer and Contractor shall be governed by the laws of Belgium, without giving effect to its conflict of law principles.
11.2 All disputes between Customer and Contractor arising from this Contract shall be referred to the competent Courts of Antwerp (Belgium).