terms & conditions
These General Terms and Conditions are applicable to every offer, order, invoice, or license agreement of Sam Asaert / Visual Artist, (with registered office at Mechelsesteenweg 16, 2000 Antwerp, registered in the Belgian Crossroads Bank for Enterprises under the number 0550.694.635) (hereafter "Sam Asaert"), and the customer as identified on the offer, order, invoice, email or license agreement (hereafter the "Client").
1. SERVICES.
Sam Asaert provides creative media production services in cinematography, more specifically Sam Asaert provides creative visual media and content production services in photography, filmmaking and cinematography, more specifically the technical pre-production, production and post-production of visual material (film and photo) for his clients, as well as prior creative strategic consultancy and the writing of scripts and scenarios for this material. Sam Asaert will provide to the Client the specific services as described in the offer, order, invoice and/or emails (hereafter the "Services").
2. DILIGENCE.
Sam Asaert shall exercise all reasonable skill, care and diligence in the performance of the Services and shall carry out all his responsibilities according to best industry standards.
3. REMUNERATION.
a. The Client shall pay to Sam Asaert the fees, charges, and taxes as described in the offer, order, invoice and/or other documents. Sam Asaert is entitled to send offers and invoices electronically (e.g. via e-mail).
b. All payments shall be made in euro (unless specified differently and agreed upon in prior briefing) and are due by the date specified on the invoice. The standard payment term is 30 calendar days.
c. Payments not received when due will accrue late payment interest at a rate of 1% per month, or the highest rate allowed by law, whichever is higher. Late payments shall also give rise to a lump sum compensation for damages of 10% of the invoiced amount, with a minimum amount of 150 euros. All legal costs, reminder costs and other enforcement costs shall be borne by the Client.
d. In case of disputes, the Client must inform Sam Asaert in writing within 7 calendar days of the invoice date, otherwise the invoice will be deemed accepted. If only parts of an invoice are disputed, the undisputed parts must be paid within the normal payment period.
e. In case of disputes or late payments, Sam Asaert reserves the right to suspend, limit or terminate the Agreement and the Services.
4. INTELLECTUAL PROPERTY RIGHTS.
a. Unless otherwise agreed upon, all intellectual property rights, including copyright, on the videos, films, visuals, images, illustrations, graphics, designs, digital presentations, artwork, displays, applications, websites, storyboards, documents, texts, logos, and other materials created or provided by Sam Asaert (hereinafter "Work" or "Works") remain the exclusive property of Sam Asaert.
b. The rights to any works of art, or artistic creations, to be depicted / captured on image (e.g. choreographies, music, etc) will remain with the rightful owners (e.g. the choreographer, musician, etc).
c. The Client is granted a non-transferable licence to use the Works for the purposes stated in the work order or offer. Copyrights are only licensed to the Client subject to full payment of the relevant invoices.
d. Sam Asaert may use the Works for his own promotional purposes (e.g., to publish (parts) of the Works on his website or social media). Sam Asaert will always respect the moral rights of other copyright holders (such as the choreographer, etc.).
The Client will always add the following copyright notice when using/publishing the Works: “© Sam Asaert” for all works – film, photo, illustration, copy, etc Additionally: “© Sam Asaert Dance Cinema” for all dance related works – film, photo, illustration, copy, etc.
For publications online and on social media (instagram, etc) the same copyright notice is applied alongside tags to the profile pages or channels of Sam Asaert;
“@samasaert” for all works; “@samasaert_dancecinema” for all dance related works.
e. The Client guarantees that the underlying rights or rights of third parties in relation to the Works have been settled or redeemed ("cleared"). Unless otherwise agreed upon, the Client is responsible for the clearance of any underlying rights (such as music rights and trademark rights), personality rights (such as portrait rights of dancers/performers/artists), and to obtain all necessary consents. Sam Asaert will only be responsible for clearance of rights (incl. music rights), if this is specifically agreed upon in writing and budgeted.
f. All intellectual property rights of the Client remain with the Client. The Client grants Sam Asaert a right to use its trademarks and logos to the extent necessary for the performance of the Agreement. The Client also grants a right to Sam Asaert to use its name as a reference for promotional purposes.
5. DELIVERY.
a. The Works shall be delivered within the period agreed upon, taking into account the usual tolerance in the sector. Delivery times are indicative only.
b. A delay in delivery cannot give rise to compensation or dissolution of the Agreement, except in cases of intent, fraud or deceit.
c. Unless otherwise agreed upon, Sam Asaert is not obliged to keep or provide copies of preparatory works (e.g. layout documents, storyboards, camera-rehearsal footage, etc) of the Works to the Client. Sam Asaert retains the right to utilise preparatory works for his own professional communication, promotion, etc.
6. LIABILITY.
a. Sam Asaert cannot guarantee that a specific result will be obtained or that the Works will always be 100% error-free and operational (in fulfilment of clients’ goals and expectations.)
b. Sam Asaert will not be liable for errors in the Works, such as errors in design, production errors, errors due to materials, information, suppliers, etc. In particular, Sam Asaert shall not be liable for errors, delays or misunderstandings attributable to the Client (such as failure to clear rights, timely delivery of materials, assignments, information or guidelines; or provision of unclear or erroneous data).
c. Sam Asaert cannot be held liable for damages resulting from the fault of third parties or subcontractors/freelancers, including their fault.
d. The Client is solely responsible for its use of the Works and shall indemnify, defend and hold Sam Asaert harmless from/against any claims, liabilities, damages and expenses, including legal fees, that may arise from or relate to the Client's use of the Works or relating to Sam Asaert's reliance on clearance, instructions, information or materials provided or approved by the Client.
e. The Client shall be solely responsible for compliance with applicable legislation relating to, amongst others, consumer protection, privacy protection (including portrait rights and GDPR), and intellectual property rights.
f. Sam Asaert shall not be liable for consequential, indirect, direct, or incidental damages (including loss of revenues, profits, goodwill or reputation, damages due to hacking, data breaches or cyber leaks, damages due to information or images becoming public beyond Sam Asaert's control, loss of data incl. due to accidental deletion, loss of opportunity, etc.) arising out of this agreement, the Services, the Works, or acts or omissions of Sam Asaert, regardless of the circumstances and regardless of legal qualification (including contractual liability and tort).
g. The liability of Sam Asaert is always limited to the amount of the compensation that should have been paid for the concrete Services that gave rise to the claim.
7. OTHER PROVISIONS.
a. No transfer. This agreement is entered into for the benefit of the parties only. The Client may not transfer this agreement (or rights hereunder) to a third party. In case of acquisition or merger of a party, however, this agreement will automatically pass to the acquirer or new entity.
b. Subcontractors. Sam Asaert has the right to use personnel, partners or subcontractors (such as producers, production assistants, technical assistants, cinematographers, editors, sound personnel, etc.) for the Services.
c. Independent parties. The parties are independent of each other. This Agreement does not place the parties in another relationship.
d. Additional services. If the Client requests additional services that were not foreseen (including corrections or rework, which fall outside the scope of “finalizing” a project but instead require thorough “additional continued service provision”. ), the Client will pay Sam Asaert's fees, costs and expenses. If Sam Asaert estimates in advance the number of days of work to perform the Services or deliver the Works, this will always be an indicative estimate. If more days are needed than estimated, Sam Asaert will be entitled to invoice the Client for the additional work.
e. No Modifications. The Client warrants that it will not modify or amend the Works and that it will not change or remove the metadata from the Works. Nor will the client publish any modified or amended versions of the work. The Client shall not use the Works in a manner that can cause harm to the name or reputation of Sam Asaert or third parties.
f. Complaints. Any complaints must be communicated in writing within 5 working days of receiving the Works or during the performance of the Services.
g. Force majeure. In case of force majeure (i.e., events reasonably beyond the will and control of the parties that prevent the performance of all or part of their obligations), the parties shall not be deemed to have breached the agreement. In that case, either the obligations may be suspended for the duration of the force majeure, or the agreement may be terminated, in whole or in part. Payment obligations are not subject to force majeure.
h. Confidentiality obligation. The parties undertake to keep secret all commercial, technical and financial information and business secrets that they learn from each other, even after the termination of this agreement, and to use these only for the performance of the agreement.
i. Cancellation. In the event of cancellation by the Client, the Client shall compensate Sam Asaert for the work already carried out. Moreover, in case of cancellation by the Client, the Client shall pay Sam Asaert a lump-sum compensation equal to 50% of the value of the order/offer in case of cancellation up to 2 weeks before the start of execution, and 100% of the value of the order/offer in case of cancellation thereafter. Sam Asaert shall be entitled to claim higher damages if he proves that his actual damages are greater than the lump sum damages as stipulated above.
j. Serious breach of contract. In case of serious breach of contract by a party, which is not rectified within 7 calendar days of notification, the other party may terminate this Agreement with immediate effect.
k. Liquidation, bankruptcy, judicial composition or cessation. In the event of liquidation, bankruptcy, judicial composition or cessation of payments by the Client, all Sam Asaert's claims against the Client will become immediately due and payable.
l. Nullity. If any provision of this agreement should be void or invalid, the remaining provisions will remain in full force and effect and the parties will replace the void or invalid provision with another provision that approximates the purpose of such provision as closely as possible.
m. Law and jurisdiction. This agreement is governed by Belgian law. The courts of Antwerp have exclusive jurisdiction to hear disputes relating to this agreement.
n. Integration. This agreement constitutes the full expression of the understandings between the parties and supersedes all previous communications, understandings or agreements between the parties. An amendment to this agreement shall be binding only if agreed in writing by both parties.