The company (with legal entity)
Named Treeleaf Media and with company number 0849.081.877 and establishment located
Treeleaf Media bvba, Amandinaweg 143, 3540 Herk-de-Stad, Belgium
Further named as “Treeleaf Media”
Date: 01 January 2019, in Herk-de-Stad
1 Agreement, tender and confirmation
These terms and conditions apply, excluding purchase or other conditions of the client, to the creation, content and fulfilment of all agreements concluded between the client and Treeleaf Media.
Offers are non-binding and are valid for 1 month. Quotations may be changed due to an unforeseen change in the work. Prices do not include VAT and other public levies. These rates and offers do not automatically apply to future orders.
Contracts must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that Treeleaf Media will start carrying out the contract, then the content of the tender will be considered as agreed. Further oral agreements and terms bind Treeleaf Media only after they have been confirmed in writing by Treeleaf Media.
If the client wishes to give the same contract to others other than Treeleaf Media at the same time or has previously given the contract to another person, he must inform Treeleaf Media, citing the names of those others.
2 The implementation of the Agreement
Treeleaf Media will endeavour to carry out the assignment carefully and independently, to represent the interests of the client to the best of its knowledge and to strive for a result that can be achieved for the client. To the extent necessary, Treeleaf Media will keep the client informed of the progress of the work.
The client is required to do all that is reasonably necessary or desirable to enable a timely and correct delivery by Treeleaf Media, in particular by providing complete, sound and clear data or materials in a timely manner.
A time limit specified by Treeleaf Media for the execution of the design shall have an indicative effect, unless the nature or content of the agreement shows otherwise. In the event of exceeding the specified time limit, the client must default to Treeleaf Media in writing.
Unless otherwise agreed, conducting tests, applying for permits and assessing whether instructions from the client comply with legal or quality standards do not include treeleaf media’s remit.
Before production, reproduction or disclosure is carried out, parties shall allow each other to check and approve the latest designs, prototypes or tests of the design. If Treeleaf Media, whether or not on behalf of the client, will give orders or directions to production companies or other third parties, the client must, at the request of the
Treeleaf Media are above mentioned approval to confirm in writing.
Complaints should be communicated in writing to Treeleaf Media as soon as possible, but at least within 10 working days of completion of the contract, in the absence of which the client is deemed to have fully accepted the result of the contract.
3 Enabling third parties
Unless otherwise agreed, contracts are issued to third parties, in the context of the design, by or on behalf of the client. At the request of the client, Treeleaf Media can act as an agent on behalf of the client. The parties can agree on a fee to be agreed on.
If, at the request of the client, Treeleaf Media draws up a budget for third-party costs, this budget will only have an indicative effect. If desired, Treeleaf Media can request offers on behalf of the client.
If, in accordance with express agreement, the performance of the Contract treeleaf Media involves goods or services from third parties for its own account and risk, after which these goods or services are passed on to the client, the terms and conditions of the subcontractor with regard to the quality, quantity, capacity and supply of these goods or services will also apply to Treeleaf Media.
4 Intellectual property rights and property rights
Unless otherwise agreed, all intellectual property rights arising from the contract – including patent law, design law and copyright – shall be granted to Treeleaf Media. To the extent that such a right can only be obtained by a deposit or registration, only Treeleaf Media is competent to do so.
Unless otherwise agreed, the task is not to carry out research into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
Unless the work does not lend itself to it, Treeleaf Media is at all times entitled to (have) his/her name mentioned or removed at work and the client is not permitted to disclose or reprofuse the work without mentioning the name of Treeleaf Media.
Unless otherwise agreed, the work drawings, illustrations, prototypes, models, molds, designs, design sketches, films and (electronic) files created under the contract by Treeleaf Media, whether they are made to the client or to third parties.
After completing the contract, neither the client nor Treeleaf Media have a duty to each other with regard to the materials and data used.
5 Use and license
Where the client fully fulfils his obligations under the agreement with Treeleaf Media, he obtains an exclusive licence to use the design in so far as this is concerned the right of disclosure and reproduction in accordance with the destination agreed to the contract. If no agreements have been made on the destination, the licensing is limited to that use of the design, for which there were established intentions at the time of the award of the contract. These intentions must be made known to Treeleaf Media before the agreement is concluded.
Without the written permission of Treeleaf Media, the client is not entitled to use the design more broadly or in any other way than agreed. In the event of un agreed broader or other uses, including modification, mutilation or deterioration of the provisional or final draft, Treeleaf Media shall be entitled to compensation for infringement of its rights of at least three times the agreed fee, at least a fee proportionate to the infringement committed in reasonableness and fairness, without prejudice to Treeleaf Media’s right to claim compensation for the damage actually suffered.
The client is no longer allowed to use the results made available and any license issued to the client under the contract will be cancelled:
from the moment when the client fails to (fully) comply with his (payment) obligations under the agreement or is otherwise in default, unless the client’s shortcoming is of secondary importance in the light of the entire contract;
if, for whatever reason, the contract is terminated prematurely, unless its effects are contrary to reasonableness and fairness.
Treeleaf Media has the freedom to use the design for its own publicity or promotion, taking into account the interests of the client.
6 Fee and additional costs
In addition to the agreed fee, the costs incurred by Treeleaf Media for the execution of the contract are also eligible for reimbursement.
If Treeleaf Media is forced to carry out more or other work due to the failure to provide complete, sound and clear data/materials or by an altered or incorrect assignment or briefing, this work should be honoured separately, on the basis of the fees used by Treeleaf Media as usual.
If the fee is in any way dependent on facts or circumstances, which must be apparent from the client’s administration, Treeleaf Media has the right to have the client’s administration checked by a accountant chosen by Treeleaf Media. If the outcome of the audit by the auditor differs more than 2% or € 100,= from the statement and the settlement by the client, the costs of this audit are borne by the client.
Payments must be made within 30 days of invoice date. If after the expiry of this period treeleaf Media has not received a (full) payment, the client is in default and he is liable for interest equal to the statutory interest. All costs incurred by Treeleaf Media, such as legal costs and extrajudicial and judicial costs, including the legal assistance costs, bailiffs and collection agencies incurred in connection with late payments, are borne by the client. The extrajudicial costs are set at least 10% of the invoice amount with a minimum of € 150,- excl. Vat.
Treeleaf Media has the right to charge its fee monthly for work carried out and costs incurred for the performance of the contract.
The client shall make the payments payable to Treeleaf Media without a discount or set-off, except for settlement with the agreement-related transferable advances, which he has provided to Treeleaf Media. The client is not entitled to suspend payment of invoices for work already carried out.
All our invoices are payable in three steps. 20% by agreement quote, 40% chord layout, 40% at delivery website.
8 Denunciation and termination of the contract
If the client decides to withdraw the contract, Treeleaf Media is entitled to declare the hours and costs that have been incurred up to that point with a minimum of 25% of the offer.
If the contract is terminated by Treeleaf Media because of an attributable shortcoming in the fulfilment of the contract by the client, the client must pay, in addition to compensation, the fee and costs incurred in relation to the work carried out. Conduct of the client on the basis of which Treeleaf Media can no longer reasonably be required to complete the contract is also considered to be an attributable shortcoming in this regard.
The compensation referred to in 8.2 will at least include the costs arising from the commitments with third parties entered into by Treeleaf Media in his own name for the performance of the contract, as well as at least 30% of the remaining part of the fee that the client would be owed upon full completion of the contract.
Both Treeleaf Media and the client have the right to immediately dissolve the agreement in whole or in part in the event of bankruptcy or (provisional) suspension of the other party. In the event of bankruptcy of the client, Treeleaf Media has the right to terminate the right of use provided, unless the consequences are contrary to reasonableness and fairness.
In the event of termination by the client due to attributable failure to comply with the obligations by Treeleaf Media, the services already provided and the related obligation to pay will not be the subject of undoing, unless the client proves that Treeleaf Media is in default in respect of that performance. Amounts invoiced by Treeleaf Media prior to the dissolution in connection with what it has already duly carried out or delivered in implementation of the agreement shall continue to be subject to the undiminished due in the previous sentence and shall be immediately payable at the time of dissolution.
Where Treeleaf Media’s activities consist of repeatedly carrying out similar activities, the agreement in force shall, unless otherwise agreed in writing, apply indefinitely. This Agreement may be terminated only by written denunciation, subject to a reasonable notice period of at least three months.
9 Guarantees in vrijwaringen
Treeleaf Media guarantees that it is designed by or because of it and that, if copyright is copyrighted to the design, it is considered as a creator within the meaning of the Copyright Act and that the work can be disposed of as a copyright holder.
The client exempts Treeleaf Media or persons engaged in the contract by Treeleaf Media for all claims of third parties arising from the applications or the use of the result of the contract.
The client exempts Treeleaf Media from claims relating to intellectual property rights on materials or data provided by the client, which are used in the execution of the contract.
Treeleaf Media is not liable for:
errors or shortcomings in the material provided by the client.
misunderstandings, errors or shortcomings with regard to the implementation of the contract if they find their reason or cause in the client’s actions, such as the failure to provide complete, sound and clear data/materials in a timely manner or not.
errors or shortcomings of third parties engaged by or on behalf of the client.
deficiencies in supplier quotes or for overruns of supplier price statements.
errors or shortcomings in the design or text/data, if the client, in accordance with the provisions of Article 11 of The New 2.5 has given its approval or been given the opportunity to carry out an audit and has not taken advantage of it.
errors or shortcomings in the design or text/data, if the client has omitted the creation or execution of a particular model, prototype or test, and these errors in such a model, prototype or test would have been perceptible.
Treeleaf Media is solely liable for direct damages attributable to him. Direct damage shall mean only:
reasonable costs for determining the cause and extent of the injury, provided that the determination relates to injury within the meaning of those conditions;
any reasonable costs necessary to ensure that Treeleaf Media’s poor performance complies with the agreement;
reasonable costs incurred to prevent or limit damage, provided that the client proves that these costs have resulted in the direct damage limitation as referred to in these terms and conditions.
Treeleaf Media’s liability for all damages other than the aforementioned, such as indirect damage, including consequential damage, foregone profits, mutilated or lost data or materials, or damage caused by company stagnation, is excluded.
Except in the case of intentional or deliberate recklessness by Treeleaf Media or the management of Treeleaf Media (excluding) subordinates, Treeleaf Media’s liability for damages under an agreement or of a tort committed against the client is limited to the invoice amount relating to the portion of the contract executed, less the costs incurred by Treeleaf Media for the use of third parties. , on the understanding that this amount will not exceed € 45,000,= and in any case at all times limited to a maximum amount paid by the insurer to Treeleaf Media.
Each liability expires by one year from the time the assignment is completed.
The client shall be required, if reasonably possible, to keep copies of materials and data provided by him until the contract has been fulfilled. If the client fails to do so, Treeleaf Media cannot be held liable for damages that did not occur at the time of the existence of these copies.
11 Other provisions
The client is not permitted to transfer any right from an agreement concluded with Treeleaf Media to third parties, other than in the case of the transfer of his entire company.
The parties are required to keep confidential facts and circumstances which, as part of the contract, are communicated to the other Party. Third parties involved in the execution of the contract will be subject to the same confidentiality in respect of these facts and circumstances from the other Party.
The inscriptions in these terms and conditions are intended only to promote legibility and are not part of these conditions.
The agreement between Treeleaf Media and the client is the application of Dutch law. The judge to hear disputes between Treeleaf Media and the client is the competent judge in the district where Treeleaf Media is located, or the judge competent by law, this at the choice of Treeleaf Media.