GENERAL TERMS AND CONDITIONS OF SALE OF STORYME BVBA
1. GENERAL PRINCIPLES
1.1. The present general terms and conditions of sale apply to products sold and/or services provided by STORYME BVBA (hereafter referred to as « STORYME»).
1.2. The present general terms and conditions of sale are systematically attached to every commercial proposal delivered by STORYME to customers and the customer specifically acknowledges that he or she is aware of them. As a consequence, every order placed with STORYME necessarily implies the customer’s full acceptance, as a substantial and determinant condition, of the present general terms and conditions of sale.
1.3. STORYME’s general terms and conditions of sale constitute the law between the parties and apply to all STORYME’s customers, who are deemed to have accepted them as such. They shall prevail over any clause to the contrary which STORYME has not expressly accepted in writing and without constraint. In any event, all stipulations to the contrary made by STORYME’s customers shall not be, under any circumstances, enforceable on STORYME.
1.4. The fact that STORYME, at any given moment, does not rely upon or enforce any particular provision in the present general terms and conditions of sale shall not be considered as a waiver of any of the said terms and conditions in the future.
1.5. No customer of STORYME shall display or make use of any trademark, logo, document, project, research or any other intellectual property belonging to STORYME without the express written and prior authorisation of STORYME for the sole purpose of promoting the resale of products or services commercialised by STORYME under normal conditions as affecting its trade. STORYME reserves the right to object to, prevent or claim compensation for any usage which it judges to be unfair competition or as constituting an act of free riding, or as contrary to its image or contrary to any rights that it may have granted or which may have been granted to it.
2.1. Unless explicitly stated otherwise, all prices are quoted in Euros, exclusive of VAT and any other tax and/or royalty or any other cost.
2.2. Prices stated in any publication of STORYME are subject to change without notice and do not constitute either a final price proposal or a specific offer of sale. Such documents only constitute a general source of information and prices stated on those documents must be confirmed through a specific offer by STORYME.
2.3. Unless the customer accepts to pay at least a 10% price increase of the entire invoice, STORYME’s logo and contact details will be inserted and showed during the 3 final seconds of the final and delivered order
3.1. All sale proposals made by potential customers must be confirmed in writing with a specific offer (by mail, fax, e-mail) by STORYME to the potential customer, who has thirty (30) days to accept it in writing before it becomes void, except if stated otherwise on the specific offer. STORYME will only be bound by any specific offer after the customer accepted the specific offer, which then becomes an order.
3.2. Orders addressed to STORYME are only final after they have been accepted by STORYME. Acceptance may result from invoicing of the ordered products and/or services.
3.3. Orders sent to STORYME have no fixed delivery date. In the event a customer desires a fixed delivery date, this must be addressed in a separate writing to STORYME simultaneously with the acceptance of the specific offer. The acceptance of such constraining delivery date by STORYME must be in writing and cannot be presumed by the mere acceptance of the final order by STORYME. In the event STORYME does not accept the fixed delivery date in writing, STORYME nevertheless will do its best to meet the order in time, but the timeframe of the entered order will not have a compulsory nature towards STORYME.
LICENSE OF RIGHT
4.1. After complete payment, STORYME licences to the customer the worldwide reproduction rights and the rights of communication to the public related to the final delivered Order, for the entire duration of the copyright.
4.2. Unless explicitly agreed in writing by STORYME, STORYME does not transfer nor license to the customer any other rights. In particular, STORYME remains the sole owner of all rights related to the individual visual and audio components of the delivered Order, and of the creations made in the course of the creation of the final and delivered Order, thus encompassing the storyboards, drafts, and tests.
4.3. Any adaptation to the final delivered Order is subject to prior written consent of STORYME, under a penalty of 5,000 EUR (five thousand euro) per infringement
4.4 The customer acknowledges that STORYME remains the sole owner of the reproduction rights and the rights of communication to the public of the final delivered Order, and acknowledges STORYME’s right to use the final delivered Order on its website and in promotional material.
4.5. The customer commits to communicate the final delivered Order completely (in its entire duration) to the public, under a penalty of 1,000 EUR (one thousand euro) per infringement.
5.1 The customer recognises that the creation of the order by STORYME requires regular and numerous consultations between STORYME and the customer.
5.2 The customer acknowledges that in order to work effectively and rapidly, STORYME is entitled to consider any of its written suggestions, questions or recommendations to the customer regarding the order as accepted by the customer in the event the customer does not provide a written reply to STORYME within the 5 working days of the emission of the suggestion, question, or recommendation by STORYME. Any order change by the customer after his or her real or reputed consent with STORYME’s suggestion, question or recommendation will be subject to possible additional charges.
5.3 Every order accepted by STORYME and cancelled by the customer will entail the payment of cancellation fees, including in particular already incurred costs and commitments made by STORYME. Cancellation fees are fixed to a minimum of 20% of the value of the products and/or services concerned by the cancellation. In the event of Immediate Payment or Dual Payment by the customer, STORYME will not refund the sums already paid in the event of cancellation of the order by the customer.
5.4 Every order accepted by STORYME may be cancelled by STORYME at any time. In such event, STORYME commits to refund the sums already transferred by the customer. The customer acknowledges that in such event STORYME will not incur any liability whatsoever for any direct or indirect damages suffered by the customer.
6. PAYMENT CONDITIONS
6.1 Invoices are payable, in full amount, within seven (7) civil days after the date of invoice, on the sole Bank Account of STORYME, BE98 0016 4115 2393. Immediate Payment: Immediate Payment occurs in the event the customer pays the integral amount of the invoice within the abovementioned time period. In the event of Immediate Payment, the customer is entitled to immediately make use of the possible discount indicated on the invoice. Dual Payment: Dual Payment occurs when the customer pays 50% of the invoice within the abovementioned time-period and another 50% of the invoice within the seven (7) days following delivery of the products or services by STORYME. In the event of Dual Payment within the abovementioned seven-days time periods, the customer will have no discount nor be subject to the payment of any interest on arrears. Irregular Payment: Irregular Payment occurs when the customer does not comply with the abovementioned time periods regarding Immediate Payment or Dual Payment. Irregular Payment concerns among other and not exclusively late payments or payments in more than two parts. In the event of Irregular Payment, an additional amount of 15% of the invoice will be charged to the customer.
6.2. Payments will be made in the currency stated on the invoice, with no reductions applied due to taxes, charges or any fees of a similar kind, whether fiscal or parafiscal, direct or indirect, and in particular including VAT and bank charges.
6.3. All invoicing errors must be reported in writing by the customer within ten (10) days after the date of erroneous invoice, in default of which no credit shall be granted.
6.4. Penalties shall be applicable as of right to Irregular Payments. Any amounts remaining unpaid more than seven (7) days after any of the time periods provided for Immediate Payment or Dual Payment shall produce interest at a rate of 5% per month over the sanctionable period. STORYME shall not be bound to give formal notice to the customer, which expressly exempts STORYME from any such duty.
6.5. Any Irregular Payment shall lead as of right the option open to STORYME to invoice to the customer the costs of follow-up, formal notice, collection, and more generally of all costs of any kind whatsoever related to the recovery of the sums due to STORYME. In the event of recovery by bailiff or judicial process, an indemnity amounting to 10% of the sums due shall be payable under a penalty clause.
6.6. STORYME shall only agree in writing to offset when the debts in question are reciprocal, certain, liquid and payable, in other words in compliance with the stipulations laid down in Articles 1289 and following of the Civil Code covering the mechanisms by which compensating claims can be legally settled. Offsetting of any lateness penalties or claims resulting from damage shall only be possible under this heading after STORYME has been able to check the relevant claim and subject to the provisions of the present general terms and conditions of sale as regarding the assessment and evaluation of such penalties. In any event, under these circumstances, a customer proceeding to offset shall indicate which invoices are in question so as to enable STORYME to make the necessary adjustments to its accounts and to avoid payment difficulties.
6.7. In the event of the customer being liable for several payments to STORYME, it is agreed that the payments shall be allocated to the earliest debts. In consequence, the customer expressly waives the provisions of Articles 1253 to 1256 of the Civil Code.
6.8. STORYME reserves the right to decide, with respect to each of its customers, the maximum sum of supplier’s credit outstanding, in accordance in particular with financial information communicated to it.
6.9. In the event of a deterioration in the customer’s credit rating or in default of sufficient financial information, STORYME reserves the right, to require of the customer whatever guarantees it judges to be useful for the satisfactory performance of undertakings made. A refusal to give satisfaction in that regard will give STORYME the right to require payment before delivery of the products and or services and/or to cancel the order at no cost and thus to put a stop to any delivery of products and or services.
Transfer of property and of any other right relating to the order is subject to complete payment by the customer, payment being understood as the complete de facto encashment by STORYME of the agreed price in terms of principal and interest and inclusive of all related fees.
8. FORCE MAJEURE
STORYME reserves the right to suspend or cancel the order, either in whole or in part, in the event of force majeure, defined as any event liable to prevent, reduce, delay or render the creation, manufacturing or transmission of the order economically unprofitable, or to impede the normal functioning of the market, when its own liability cannot be imputed. The following are defined as examples of force majeure, although the list is not exclusive: measures taken by the civil or military authorities; fires; floods; death; epidemics; quarantine restrictions; wars; embargos; riots; strikes; transport delays; theft of computers; damages to computers or hard- discs due to known or unknown viruses, crashes or any similar electronic problem or any other circumstances which make it impossible for STORYME, as a result of causes beyond its reasonable control, to obtain the necessary resources in staffing or means of production from its normal suppliers. In the event of such a delay, any fixed delivery date accepted in writing by STORYME shall be put off so as to allow a reasonable period in compensation of the delay.
9. TAXES AND OTHER LEVIES
The customer shall pay for or reimburse STORYME for all taxes, indirect taxes or levies of a similar kind, whether fiscal or parafiscal, direct or indirect, as well as all other particular levies imposed by regulatory requirements, including in particular VAT on services rendered and/or on the purchase, delivery or dispatch concerned.
10. APPLICABLE LAW AND JURISDICTION
The present general terms and conditions of sale are governed by Belgian law. Any dispute that may arise in connection with the present general terms and conditions of sale shall be submitted to the courts of Brussels to whom the parties expressly grant exclusive jurisdiction, even in the event of multiplicity of defendants or proceedings against the guarantor and irrespective of the location from where the customer has placed his order.