Article 1: Applicable terms and conditions
1.1 The present general terms and conditions apply to the services provided by Arendsoog nv with registered office in 9030 Ghent, Wijmenstraat 21/C (Crossroads Bank for Enterprises no. 0863.665.927), rejecting any terms and conditions of the customer to the contrary.
1.2 Any order or assignment implies acceptance of the present general terms and conditions, without any reservation, by the customer who declares to have taken cognisance thereof in a language he understands, prior to the conclusion of the agreement.
By accepting these general terms and conditions, the customer acknowledges that each of these terms and conditions is truly wanted and does not create any apparent imbalance in the contract between him and Arendsoog nv. The pricing takes the present general terms and conditions into account.
Article 2: Conclusion of the agreement
2.1 Arendsoog nv’s offers are valid for 30 days, unless stipulated otherwise in the offer.
2.2 Only the job order accepted in writing by Arendsoog nv will bind Arendsoog nv in accordance with the special terms and conditions agreed on in writing and the present general terms and conditions.
2.3 Any cancellation by the customer of a job order accepted in writing must be made in writing and is only valid if accepted in writing by Arendsoog nv. In the event of full or partial cancellation up to 48 hours prior to the commencement of work, the customer will owe a lump sum compensation of 50% of the advance payment (see article 3) for non-performance of the agreement signed between the parties, without prejudice to Arendsoog nv’s right to claim a higher compensation if the actually incurred damage is higher. In the event of full or partial cancellation less than 48 hours prior to the commencement of work, the customer will owe a lump sum compensation amounting to the full advance payment for non-performance of the agreement signed between the parties, without prejudice to Arendsoog nv’s right to claim a higher compensation if the actually incurred damage is higher.
By accepting the present general terms and conditions, the customer acknowledges that the above-mentioned lump sum compensations are in proportion to the damage incurred by Arendsoog nv as a result of the customer’s cancellation.
Article 3: Price and payment
3.1 The offer is exclusive of costs for any permits for drone shoots as well as any additional insurance policies.
3.2 Barring a written agreement to the contrary between the parties, an advance payment of 40% of the total amount of the offer is owed when placing the order, payable within 8 days after the invoice date, as confirmation of the order. Travel expenses (plane tickets, hotel booking, …) advanced by Arendsoog nv are invoiced together with the advance payment. If this advance invoice is not paid in time, Arendsoog nv has the right to suspend performance of the order until the payment is received or to cancel the order without owing any compensation. Unless otherwise agreed in writing, all other invoices are payable 30 days after the invoice date at the latest.
3.3 In the event of non-payment or late payment, the customer will owe interests on arrears, amounting to 1% per month of the unpaid invoice amount, from the expiry date until payment by operation of law and without any prior notice of default and for any month already started.
Any delay in the payment by operation of law and without any prior notice of default will also result in the charging of a lump sum compensation of 10% of the invoice, with a minimum of € 125.00 and without prejudice to Arendsoog nv’s right to claim a higher compensation, on condition of proof that higher damage was actually incurred. By accepting the present general terms and conditions, the customer acknowledges that the above-mentioned lump sum compensation is in proportion to the damage incurred by Arendsoog nv as a result of the late payment.
3.4 Arendsoog nv has the right to suspend its obligations vis-à-vis the customer, without any prior notice of default, if the customer fails to fulfil his payment obligation.
3.5 The non-payment of a single invoice on the expiry date makes the balance owed for all other, even non-expired, invoices immediately claimable by operation of law.
3.6 On penalty of expiry, the customer must inform Arendsoog nv by means of a registered letter of any invoice-related disputes within 5 days after the invoice date.
3.7 Offsetting by the customer is expressly ruled out.
Article 4: Object of the work
4.1 A “report” workday consists of 10 hours including travel time, a “multicam” workday consists of 10 hours.Overtime is charged at a separate hourly rate. Half a workday consists of 5 hours including travel time; in the event of overtime, a full workday is charged.
4.2 Unless stipulated otherwise in the offer, it includes one post-delivery bundled correction round by Arendsoog nv of a first complete version of the edit. Any adjustments will be made by Arendsoog nv within a reasonable period and for a maximum editing time of 2 hours. Additional editing time will be charged at a separate hourly rate. Additional corrections after the first correction round will be charged at a separate hourly rate in accordance with the actual working time.
4.3 The price stipulated in the offer is exclusive of accreditations, non-mentioned facilities and expenses, VAT,Sabam, travel and accommodation expenses, catering and power supply. If the customer does not provide catering, a fee of 25 euro excl. VAT per crew member is charged. Discounts and production fees do not apply to catering, mileage allowance, travel expenses, postage, etc.
Article 5: Work performance periods
5.1 The period for the performance of its work, communicated by Arendsoog nv in any manner whatsoever, is merely indicative and therefore not binding. In the event of late performance, the customer is not entitled to any compensation or dissolution of the agreement at Arendsoog nv’s expense.
Article 6: Liability
6.1 The customer acknowledges and accepts that Arendsoog nv’s obligations are merely obligations of means. Arendsoog nv is only liable for damage caused by non-fulfilment of its contractual obligations, if and only insofar as such damage is caused by its gross negligence or fraud. It is not liable for any other faults. Arendsoog nv is never liable for indirect damage and costs, including but not limited to consequential damage, loss of profits, missed savings, commercial damage, production loss or damage to third parties. In any case, Arendsoog nv’s liability is limited to the value of the services provided, which will be determined by means of Arendsoog nv’s invoices to the customer.
Arendsoog nv is not liable for damage caused by third parties, including internet providers and any network failures.
6.2 Arendsoog nv is not liable for the content of the delivered videos, nor for any infringements of third-party intellectual property rights.
Article 7: Intellectual property rights
7.1 All intellectual property rights concerning the services provided by Arendsoog nv and the results stemming therefrom will remain its property. Consequently, Arendsoog nv expressly reserves any rights and is free to use the created productions for its own promotional purposes via any channel whatsoever. Arendsoog nv grants the customer a worldwide and transferable licence for an indefinite period, to use the videos on the channels agreed on.
7.2 Arendsoog nv is not responsible for the customer’s specific use of the videos via various channels. For instance, Arendsoog nv is by no means liable for any licence fees owed for the use of the video(s) on the channels chosen by the customer. Any fee charged for ‘library music’ concerns the mere right to download the music for audiovisual production which, however, does not concern their specific subsequent use or their subsequent publication which may entail various licence fees at various rates. The customer is responsible for complying with the corresponding authorities/rightholders prior to any use of the video.
Article 8: Force majeure
8.1 By operation of law, Arendsoog nv is released from and not obliged to fulfil any obligation vis-à-vis the customer in case of force majeure. Force majeure is understood to mean the situation in which Arendsoog nv’s performance of the agreement is entirely or partially, temporarily or otherwise, prevented by circumstances beyond the latter’s control, even if these could be foreseen already when concluding the agreement. Without being exhaustive, the following are in any case considered force majeure: strike, ware, coincidence, sickness, government measures, any network failures and/or third-party faults.
If Arendsoog nv is unable to fulfil its obligations due to one or more of its employees being infected with Covid-19, this will constitute force majeure on the part of Arendsoog nv.
8.2 In that case, Arendsoog nv can choose to terminate the agreement by operation of law without owing any compensation on the one hand, or to extend the performance periods with a duration equal to the interruption on the other hand.
Article 9: Dissolution
9.1 Arendsoog nv has the right to dissolve the agreement with the customer at all times, with immediate effect, without any prior court authorisation, without any prior notice of default and without paying any compensation in the following cases: (i) if the customer fails to properly and timely fulfil one or more obligations stemming from the agreement, (ii) if Arendsoog nv’s faith in the customer’s creditworthiness is shattered as a result of court enforcements against the customer or suspension of payment or the filing of insolvency proceedings such as bankruptcy or judicial reorganisation, (iii) if the customer’s activities are liquidated or discontinued.
9.2 In the event of dissolution, Arendsoog nv has the right to demand immediate payment of the services already provided, as well as the right to a lump sum compensation of 15% of the price mentioned in the agreement, without prejudice to Arendsoog nv’s right to claim a higher compensation if the actually incurred damage is higher. By accepting the present general terms and conditions, the customer acknowledges that the above-mentioned lump sum compensation is in proportion to the damage incurred by Arendsoog nv as a result of the dissolution attributable to the customer.
Article 10: Dispute settlement
10.1 The courts of the Ghent jurisdiction, Ghent division have exclusive competence to settle any disputes between the parties, without prejudice to Arendsoog nv’s right to bring the matter before a court that has territorial competence under common law.
10.2 All agreements between the parties are exclusively governed by Belgian law.