General terms and conditions
With the exception of the client’s conditions, these conditions solely regulate the contractual relationship between the parties. If express preference is given (in writing) for the conditions of the client, the following conditions apply in a supplementary manner.
Any delivered product, or object, is transported at the client’s risk.
3. Implementation deadline
Unless otherwise agreed (in writing), the implementation deadlines stated, are estimates only. A possible delay can at no time lead to damage compensation or to the rescission of the agreement.
Each and every cancellation must be made in writing.
Upon partial or whole cancellation of an order made by the client, Castel reserves the right to receive damage compensation, at a rate of 15% of the agreed price; unless, the actual damage suffered by Castel as a result of the cancellation proves higher than this agreed rate. In that instance Castel reserves the right to full compensation.
The obligations on the part of Castel are obligations of work. Castel is at no time liable for damage, unless the damage caused is due to a deliberate error on the part of Castel. The aforementioned is not liable for severe errors or even the deliberate errors of its appointees. Once the error has been proven to be caused by Castel, its liability is limited to payment the invoice. Any indirect damage, such as; financial or commercial losses, profit loss, an increase in general costs, the upsetting of plans, or the loss of clientele, can in no instance give rise to compensation; even if Castel was notified of such damages possibility beforehand.
6. Speculative commissions
Speculative commissions are commissions which, following the initial briefing, seem to be without outline.
The above includes (without restriction):
- Briefings and campaigns, be they competitive or not, for which a proposal is requested without the commission being executed by Castel or an agency, and this within one month following handover of the proposal;
- Briefings and campaigns, be they competitive or not, for which a proposal, strategy or media insertion is requested, such as has been recommended by Castel;
- Briefings and campaigns, whereby the commission is cancelled after the proposal, due to one of the following reasons, e.g., “restructuring or reorganization within the company, non-launching of a product, a changed market or legal instance, a budget cut” …
For such speculative commissions Castel shall submit an invoice for hours worked, at a rate of €100.00 per hour; plus any expenses incurred during those hours, and in any case at a minimum of 15% of the value of the formulated proposal. The fact that a free of obligation proposal was possibly made does not change any of the above. A free of obligation proposal is, after all, exclusively made by Castel if the commission has an outline, at the time of briefing.
Unless otherwise agreed (in writing), Castel retains the intellectual property rights to all its works. In as much as the intellectual property rights are handed over to the client, ownership will only take effect following payment of the agreed price. In as much as the intellectual property rights are not handed over to the client, the client shall acquire user rights, which are non-exclusive and non-transferable. The client shall in no way make any of the works designed by Castel available to third parties, be it in the form of compensation, or free of charge. The client shall, unless otherwise agreed (in writing), only use the designs, creatives and documents drawn up by Castel for the purpose as originally intended. The client is prohibited to have the designs, creatives or documents, which have without doubt been drawn up by Castel, translated, revised, rearranged, or changed in any way, without prior permission of Castel.
8. Author’s corrections
Author’s corrections are corrections made by the client during a particular phase of the plan, be they after approval has been granted (in writing) or not. All consequences of such corrections are wholly at the risk of the client; which includes consequences of having changed the text, adapted the media plans, or having changed any quantities.
Services are considered to have been accepted by the client within 8 calendar days following the delivery of the delivered services, unless an accurately described, detailed complaint reaches Castel, by registered post, prior to the aforementioned deadline elapsing.
10. Conditional Ownership
The delivered goods remain the property of Castel until such time full payment has been made against the set price. Until such payment the goods may not be alienated, or pledged in any way as a form of guarantee.
Castel invoices are payable upon receipt of invoice; nett, without discount, and at the main Castel office, unless otherwise explicitly agreed. Upon default of complete payment of the invoice on the payment due date, as of the first day thereafter interest shall be owed, by law and without proof of default being required, pursuant to clause 5 of the 02-08-02 law; which combats trade transaction arrears, namely by increasing the reference interest base by 7%, which is rounded off to the highest ½%, yet without the said interest base rating measuring lower than an annual 12%. Damage compensation is due by way of compensation of external judicial payment claims and administrative work increases, by law and without proof of default being required; estimated at 10% of the arrear amount, set at a minimum of €70.00, plus a fixed amount of €13.00 per reminder, and likewise any possible registration tax. Moreover, if Castel needs to instigate legal payment claims, all costs related to the claim shall be paid by the client to Castel; without this compensation however, upon comparison measuring lower than the amount due, following application of the rate of demandable costs resulting from certain material deeds being conducted, such as determined by the Royal decree, pursuant to clause 1022 Ger.W. Pursuant to the current conditions, all payments made by the client shall first be used against any interests due; then against damage compensations and demandable payment costs, and only after this, against outstanding invoices, whereby the oldest outstanding amounts are first settled, and this irrespective of comments or statements made by the client upon payment.
12. Territorial authority and applicable legislation
The Belgian courts of law are exclusively authorized in the event of a dispute, more specifically; the courts of law within the district where the main office of Castel is situated. Belgian law applies to all agreements between parties.