Article 1 Definitions1
1. INSTICOM bvba, Avenue Victor Jacobs 80, 1040 Brussels, VAT BE 0822.761.720: the natural or legal person who receives instructions from the client to provide services or deliver goods.
2. The client: the natural or legal person who requested or commissioned INSTICOM to perform services or deliver goods.
3. The agreement: the agreement between INSTICOM and the client as it is or will be concluded under the applicability of these general terms and conditions and in the case of differences between the general conditions and the special agreements between the parties, the special agreements prevail over the general conditions .
Article 2 Application and validity of these general terms and conditions
1.These general terms and conditions apply to the formation, content and fulfillment of all agreements concluded between INSTICOM and the client, with the exclusion of the general terms and conditions of the client.
2. Deviations from these general terms and conditions are only valid insofar as these deviations have been agreed in writing between the parties.
Article 3 Agreement
1.Except in so far as the agreement also includes the delivery of goods, the cooperation between the client and INSTICOM is an assignment contract.
Article 4 General obligations of the parties
1.INSTICOM undertakes to execute the agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship. The contract with the client is an obligation of best effort.
2. Both parties will cooperate with agreed procedures and will provide each other with the information required for the proper execution of the work as soon as possible after the other party has requested this. Objects, materials or data that are made available by INSTICOM for, by or on behalf of the client are held at the expense and risk of the client.Both parties are obliged to maintain confidentiality regarding all information that they receive for the performance of their activities of a confidential nature or that may be deemed to have been recognized as confidential. Except where necessary to comply with a legal obligation, one party will only be allowed to ignore this confidentiality with the permission of the other party.
3. The client acknowledges that he knows the working method of InstiCOM. The client may propose INSTICOM to carry out the work in a different manner, in accordance with the functioning and wishes of the client, insofar as the suggestions are reasonable. If INSTICOM is unable or unwilling to comply with this request, which is the right of INSTICOM, the client will have the right to terminate the assignment by registered letter and with respect for a notice period of three months and the payment of compensation equal to the amount of three months compensation, calculated as the average of the fee as invoiced by InstiCOM over the twelve months prior to the notice period (or as much shorter as the agreement has lasted), with effect from the date of termination , with the exception of the notice period. The provisions of article 6 of these conditions apply to such termination.
4. INSTICOM has the right to outsource any assignment, contract or all or certain services to subcontractors.
5. Subject to the written permission of the client, INSTICOM shall not accept any instructions, which INSTICOM knows or ought to understand that the performance thereof is contrary to the interests of the client.
Article 5 Duration and termination
1.Unless expressly agreed otherwise in writing, the agreement is deemed to have been concluded for an indefinite period. An agreement entered into for an indefinite period can be terminated at any time with due observance of the notice period stipulated in the agreement, or in the absence thereof, with due observance of a period of three months.
2. An agreement entered into for a definite period or for the time necessary for the completion of the assignment, may, unless expressly provided otherwise in the agreement, be terminated prematurely by one of the parties only in writing with due observance of a notice period of three months.
3. If the notice period is not respected, a compensation will be due equal to the compensation for the period of the non-respected notice period, calculated on the basis as determined in Article 4.4.
4. In the event of premature termination of the agreement within the meaning of the previous paragraph of this article by the client, the latter will owe STICOM a compensation during the notice period. This compensation is at least equal to the average of the fee as invoiced by INSTICOM for the twelve months preceding the notice period (or as much shorter as the agreement has lasted). The above applies without prejudice to the obligation of the client to pay the invoices for work that the client instructs INSTICOM to perform during the notice period.
5. In the event of an interim termination of the agreement by INSTICOM, the depositor can not claim any form of compensation. INSTICOM is obliged to proceed properly and properly until the end of the notice period, unless the client decides otherwise. If the client requests this, INSTICOM is obliged to ensure an adequate transfer of the work. 6. Both parties have the right to terminate the agreement without judicial intervention and without observing a notice period in the event that the other party is declared bankrupt, without prejudice to the right of the respective party to compensation for premature termination.
6. Both parties also have the right to terminate the contract without judicial intervention in case of breach of contract or repeated breaches of the agreement, after written notification by the party concerned and without improvement in 30 days after written notification.
Article 6 Delivery – delivery time – services
1.All delivery times and deadlines of INSTICOM’s products and / or services must be regarded as indicative and not binding. In no case does not the fulfillment of a delivery date or deadline for the performance, entitle the client to terminate the agreement, to withhold the amounts owed and to claim compensation or any other form of compensation.
2. If INSTICOM has to wait for necessary co-activities with or information from the client, the (delivery) times will, if necessary, be extended by the time at least equal to the duration of the obstruction. INSTICOM will inform the client about such a hindrance. If delivery or implementation is delayed by INSTICOM as a result of an event that occurs due to an act or omission of the client, with the exception of force majeure, the client will automatically be subjected by INSTICOM to an interest equal to 1% per month on the price of the assignment or the monthly fee until the obstacle has been resolved.
3. The delivery or service performance will be the location as indicated by the client.
4. Any service or delivery performed by INSTICOM shall be deemed to have been accepted: (1) at the moment that the goods are delivered by INSTICOM, (2) at the time the service is delivered, Any shortcoming which could not be observed on the moment of acceptance, must be communicated by registered letter within 30 days, counting from the discovery. After this period, the client will have the right to claim compensation or any other compensation or the dissolution of the agreement. The costs of repair and / or replacement are at the expense of the client.
Article 7 Fees, costs and declarations
1.The remuneration of INSTICOM is effected, unless another method of payment has been agreed, on the basis of hourly rates. Other rewards may be a fixed fee per time unit (retainer fee) or a fixed price (per project or assignment).
2. INSTICOM is entitled to adjust its hourly rates and / or fees, possibly under the agreement on a different basis, by indexation. Indexing can take place at most once a year and no sooner than three months after the conclusion of the agreement. Increases as referred to in the previous sentence are only calculated after they have been communicated to the client.
3. If work is done on the basis of previously agreed budgets with hourly rates as the basis, INSTICOM may not deviate from these budgets, except for indexation as described in the previous paragraph of this article or in the event of an interim amendment of the agreement by the client. If the client reduces the agreement in the interim, the client must continue to pay the original fee for as long as is provided for in article 6, which deals with cancellation of an assignment. INSTICOM is obliged, when an overshoot of the mutually agreed budget can be foreseen, to immediately inform the client about this and, if necessary, submit a new budget for approval.
4. In addition to fees, office costs and the costs of third parties, which have been contracted by INSTICOM within the framework of the agreement, are due. On budgets and declarations the costs are distinguished in: agency fee, office costs and, if applicable, third-party costs. Desk costs include telephone, fax, postage, courier, photocopy and cutting costs.
5. In principle, the client will pay the costs of third parties directly. If the payment of third parties expires via INSTICOM, INSTICOM is entitled to charge a surcharge for interest and administration costs. In addition, INSTICOM is entitled to demand an advance on the costs. It is customary that all discounts on deliveries from third parties are passed on to the client. The client guarantees InstiCOM against any claims by third parties against the previously approved costs and / or invoices.
6. Unless otherwise agreed, INSTICOM will invoice the fee for a calendar month and the agency costs on a monthly basis. The costs of third parties can be charged on immediately after receipt of related invoices. The payment term for declarations from INSTICOM is 30 days while an appeal to set-off is excluded. In the event that this term is exceeded, the client will owe interest of 1% per calendar month or part of a month from the due date.
7. In the absence of timely payment, in addition to the amount owed and the interest, the client shall also owe an amount equal to 15% of the principal sum for all inconveniences and costs related to the unpaid invoices, with a minimum of € 70.00.
8. If the parties have agreed that an hourly rate is used, the hours worked must be sufficiently specified in the declaration.
9. All prices are excluding B.T.W unless otherwise stated
Article 8 Preliminary work
1.If the client of INSTICOM, before entering into an agreement, requires that INSTICOM acquires specific knowledge relevant to the client regarding public relations / communication and / or knowledge concerning the specific problems of the client, then INSTICOM is entitled to this. a reasonable fee.
2. Before INSTICOM performs this preliminary work, INSTICOM will inform the client in writing that the work will be charged, even if the agreement is not concluded. Article 9 Engagement of several agencies
3. The client will not grant public relations assignments to other PR / Communication agencies / advisors until after timely consultation with and written approval by INSTICOM.
Article 10 Copyright
1.The client receives from INSTICOM an unlimited license in time for the use of copyright protected works, which are made by INSTICOM in the execution of the agreement for the benefit of the client, on the understanding that the license only applies as soon as and for as long as the client meets the financial obligations related to the provision of the copyrighted work.
2. The aforementioned license only applies to the use of the relevant work by the client himself. Use by third parties is therefore not permitted after written permission from INSTICOM.
Article 11 Statements and announcements
1.Statements and announcements, in whatever form, that take place on behalf of the client in the context of the execution of the agreement shall be submitted to the client in advance for approval.
2. Statements and announcements made by INSTICOM on behalf of the client in the context of the execution of the agreement shall take place exclusively at the expense and risk of the client. If a complaint against the client is filed in respect of such a statement / communication or a claim is brought against the client, the client shall decide on the defense in consultation with INSTICOM.
3. If INSTICOM is involved in rights in respect of a statement or communication referred to in the previous paragraph or a complaint is filed against it, INSTICOM shall immediately inform the client of this. In consultation between the parties, it will be decided whether INSTICOM will independently defend itself or whether the client will conduct the procedure on behalf of INSTICOM. In both cases, all costs of the handling of the complaint and / or procedure are for the account of the client, including a possible conviction in the costs of the proceedings or contribution to the costs for the other party.
4. The client indemnifies INSTICOM against all third-party claims based on the (in) correctness and the actual content of statements and announcements made by INSTICOM on behalf of the client in the context of the execution of the agreement.
Article 12 Liability
1.In case of advice work, INSTICOM is liable for damage caused by attributable shortcomings in the fulfillment of the obligations under the agreement. Shortcomings are attributable insofar as there is a course of action or negligence on the part of INSTICOM as can not be expected of a reasonably competent and reasonably acting public relations / communication advisor.
2. Except in cases of intent or deliberate recklessness, the liability for the damage caused by the shortcoming in the performance of work by INSTICOM is limited to (1) the coverage of the insurance or, in the absence of, (2) in the case of advisory work, the fee received by INSTICOM for its advisory work under the agreement. In the case of agreements with a term of more than twelve months, a limitation of the liability referred to here shall also apply up to a maximum of the invoice amount for the last twelve months prior to the shortcoming. (3) in the delivery of goods, the services of INSTICOM as facilitator between the order and the supplier. INSTICOM will ensure that the warranty and liability conditions of the supplier are applied.
3. In order to compensate for more or other damage, including consequential damage, than stipulated in the previous paragraphs of this article, INSTICOM is not obliged.
4. Any claims by the client as referred to in this article must be submitted in writing to INSTICOM within 30 days after the shortcoming has been discovered, or could reasonably have been discovered, failing which the claims have lapsed.
5. The Client indemnifies and protects InstiCOM against and against all losses, damage, settlement amounts, costs and expenses that arise from or are the consequence of any claim by third parties arising from any personal injury and / or damage to property as a result of (i) failure of the client to comply with laws or regulations, (ii) negligence or omission of the client, (iii) violation of the client of any provision of these General Terms and Conditions and the contract.
Article 14 Disputes
1.Disputes between the client and INSTICOM as a result of the agreement or its execution are decided by the court that is competent for the location of INSTICOM.
2. Belgian law applies to these general terms and conditions and the agreement.