General Terms and Conditions of VZW DOCWERKERS
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Article 1 - ApplicationThese general terms and conditions apply to the services provided by DOCWERKERS(DOCWERKERS vzw) to the Client, hereinafter both described as "Parties". These general terms and conditions were explicitly and integrally offered to the Client before the start of the assignment, be it in an e-mail or by post, be it attached to an offer. Acceptance of the offer and/or services provided by DOCWERKERS implies acceptance of these general terms and conditions. What follows replaces all prior verbal or written agreements. Acceptance also implies that the Client completely renounces the application of its own general terms and conditions. DOCWERKERS' silence can under no circumstances be interpreted as acceptance of other terms and conditions.Deviations are only permitted after written agreement by both Parties. An additional agreement shall explicitly refer to these general terms and conditions.
Article 2 - QuotationEvery quotation offered by DOCWERKERS is valid for 30 days, unless otherwise stated in the quotation or upon later explicit written agreement by DOCWERKERS. The offer must be answered in writing. The contact person confirms that he/she is entitled to represent the Client and makes himself/herself strong, solidary and indivisible with them.The offer may be divided into project phases (see also Article 7).
Article 3 - PricesThe prices stated in the offer apply to the delivery of the final product as described in the offer, drawn up on the basis of the briefing and/or the roadmap. Any significant change and design of the Assignment in terms of final product, content, purpose, format, duration and working hours shall give rise to an additional price (see Article 4). DOCWERKERS shall immediately inform the Client of the reasons for the additional charge. Costs for subcontracting, archiving and recovery of raw images, purchase or rental of specific equipment, costs for kilometres travelled, special shipping costs or any other additional costs in the execution of the Assignment shall be stated in the quotation or charged extra after consultation with the Client. If the quote is (partly) based on shooting days, the following rules apply:
A shooting day consists of 10 working hours, which includes the crew's travel time to and from DOCWERKERS' headquarters. A half-day of shooting consists of 5 working hours including travel time.
If overtime is worked between 6 pm and 00 am, an additional cost of 110% is due on this overtime. If overtime is worked after 00h, an additional cost of 115% is due on this overtime.
DOCWERKERS shall provide a rest period of 12 hours between the beginning and end of each working day.
Article 4 - AssignmentThe audiovisual works created by DOCWERKERS are based on experience and creativity. Entrusting an Assignment to DOCWERKERS is done on the basis of references and trust. DOCWERKERS commits to creating audiovisual works based on their technical and creativeknow-how. The repeated rejection of these audiovisual works and the like based on aesthetic and/or subjective arguments cannot lead to the termination of the Assignment, or non-payment of the invoice. DOCWERKERS undertakes to perform all services to be provided with care. All performances of the DOCWERKERS are means commitments, unless explicitly agreed otherwise between the Parties.Client guarantees to provide DOCWERKERS with sufficient instructions in the form of a briefing. In the case of an Assignment without defined final work to be delivered, Client guarantees to give DOCWERKERS sufficient instructions regarding the purpose of the cooperation. DOCWERKERS is not liable for errors in execution due to insufficient, incorrect or wrong input by the Client.If a detailed budget with various items has been agreed with the Client, DOCWERKERS reserves the right to shift between items in a budget-neutral manner and where necessary. These shifts cannot have any impact on the quality, purpose or design of the delivered work.For every change in content, change in design or structure of the assignment, compared to the original briefing and/or the step-by-step plan, Parties agree on an additional price. This applies in particular to long-term Engagements and the significant changes described in Article 3. No change in the mission, organisation or structure of the Client, can be invoked against this clause. In the absence of agreement, the provisions of Article 9 shall be applied (cancellation). If the Assignment was divided into several phases in accordance with the offer, step-by-step plan or plan of approach, the Client guarantees to provide timely confirmation and approval to DOCWERKERS after each phase. Without this confirmation, the next phase will not commence. DOCWERKERS shall always inform the Client within which period they expect this confirmation and approval.Parties shall inform each other about the desired technical specifications of the material to be supplied (e.g. resolution, colour system and sound quality). The delivery of non-conforming material may lead to an additional price based on the working hours to be spent on correction. Failing agreement on this additional price, the provisions of Article 9 shall be applied (cancellation).
Article 5 - Intellectual propertyThe assignment in this article shall not be deemed to take effect in the event of non-payment (see Article 7 - Payment) or any other non-rectified breach of these terms and conditions. DOCWERKERS confirms, within the meaning of copyright law, to be the copyright owner of the images, animations and the like provided. DOCWERKERS guarantees that the supplied materials have been created or cleared by them and indemnifies Client against any justifiable claim in this respect. DOCWERKERS shall always inform the Client of the restrictions of use that apply to materials created by third parties. Client guarantees to strictly follow these restrictions. DOCWERKERS cannot be held liable in any way for copyright infringements resulting from non-compliance with these restrictions. Client in turn declares not to infringe copyright or any other intellectual property right by supplying material (such as: logos, photos, music...) and indemnifies DOCWERKERS from consequences from its improper use. For example, if DOCWERKERS has to proceed with adaptations of existing images or other material, Client assures that they have all rights to carry this out. In accordance with Article XI.182 et seq. WER, the Client acquires all rights from DOCWERKERS, necessary for the exploitation of the audiovisual work as it was delivered in the final version, for the use and exploitation as agreed in the offer or additional written agreement (such as, for example, email).The fee for this transfer of rights shall always form part of the total fee for the assignment. The transfer of rights will be explicitly mentioned on the quotation and invoice. The transfer of copyrights does not include The right to adapt the images (or have them adapted). Moral rights (e.g. naming rights) must always be respected during use, unless otherwise agreed or requested by DOCWERKERS.The Client shall always mention the name of Service Provider in the following manner, regardless of the method of exploitation, reproduction, distribution or communication: Docwerkers. The moral copyright to respect and integrity of the Work must also be permanently respected. This means, among other things, that the Client shall indemnify the Work from being directly or indirectly associated by itself or by third parties with ethically and sustainably dubious practices, including but not limited to corruption, unfair working conditions and remuneration and highly polluting practices. DOCWERKERS reserves the right to use (parts of) the delivered images for its portfolio, prospecting other clients, social media... however, without sharing company secrets. Versions, study and preparatory material and drafts created in preparation for this order remain the property of DOCWERKERS.
Article 6 - DeliveryBefore deliveryThe agreed delivery period is indicative. If the delivery term is exceeded, DOCWERKERS shall be notified in writing as soon as possible. This exceeding - due to whatever cause - does not give the right to compensation or price reduction and does not result in the dissolution of the agreement and the ensuing obligations. In case of abnormal delay without reason, the Client shall have the right to cancel the Order in writing, without additional recourse or compensation. DOCWERKERS shall be entitled to charge an additional price if the Client requests the delivery to be carried out within a shorter period than the foreseen, announced or agreed period. Furthermore, the Client acknowledges that the absence of confirmations, approvals and feedback may result in DOCWERKERS' assignment becoming more onerous, for example in meeting deadlines in the various sub-phases. In this case, DOCWERKERS has the right to charge a surcharge or to consider the Order cancelled (see Article 9). DOCWERKERS will always inform the Client within which period they expect this feedback.However, the parties may also agree on a binding delivery period. Force majeure situations shall in any case extend the delivery period, even if they do not lead to permanent and/or absolute impossibility of performance.In any case - and certainly if the parties have agreed on a binding delivery period - this period shall be extended if the Client or third parties used for the Order with the approval of both parties fail to provide the necessary information and feedback in time. DOCWERKERS shall in no case be responsible for delivery delays resulting from changes made by the Client to the original Assignment.
After deliveryThe Client must check the work delivered before exploitation. If any part of the audiovisual work finally delivered does not comply with the Order, the Client must notify DOCWERKERS of this in writing (by post or e-mail) within 8 days. The Client must detail its comments in the communication. DOCWERKERS' liability is limited to (a) refunding the price for this non-conforming part or (b) re-doing this part. The choice lies with the DOCWERKERS. This revision cannot affect the payment of the other parts of the Order or the orders that are separate from it. This revision cannot give rise to further compensation. In case of dispute, it must be proven that the delivered audiovisual works do not meet the normal requirements of the Assignment as described in Article 4.Approval of the audiovisual works shall release DOCWERKERS from all responsibility for mistakes, omissions and the like.
Article 7 - PaymentUpon approval of the offer, the stated advance shall be requested. If the advance is not paid, the Assignment shall not commence. Invoices are payable by transfer to DOCWERKERS' account, within 30 days of the invoice date. DOCWERKERS has the right to invoice the client for the phase in question after each completed and approved phase of the project. DOCWERKERS has the right to postpone the execution of the next phase until the last delivered invoice has been fulfilled. In the event of any delay in payment of an invoice, from the due date onwards, interest at the applicable statutory rate for late payment in commercial transactions, as well as additional damages, conventionally and fixed at 10% of the invoice amount due and with a minimum of €100, shall be claimed ipso jure and without prior notice of default. This interest and damages shall also apply when granting periods of grace or instalments. All costs incurred by DOCWORKERS, such as litigation costs, extrajudicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, incurred in connection with late payments, shall be borne by the Principal. In case of non-payment on the due date, all amounts due by the Client (regardless of whether they are payable at that time) shall become due and payable by operation of law and without notice of default. In this case, DOCWERKERS shall also be entitled to cancel all undelivered orders or to suspend their execution. Except with written consent, the amounts payable by the Client cannot be offset in any way against any amounts the Client believes it is entitled to claim against DOCWERKERS.
Article 8 - ProtestOn penalty of forfeiture of rights, any complaint or protest must be made in writing or electronically via a qualified service provider by registered letter within 8 days of receipt of the invoice.However, the complaint does not release the Client from his payment obligations.
Article 9 - CancellationCancellation of an Assignment by the Client must always be made in writing (by post or e-mail). If DOCWERKERS has already started the assignment, it reserves the right to invoice the full project price, in addition to all costs already incurred and accounted for. It may happen that the Client wishes to cancel a shooting day agreed with DOCWERKERS. If this occurs less than 24 hours before the start of the screening day, DOCWERKERS will charge the full costs and projected working hours to the Client. In other cases, DOCWERKERS shall in any case charge the Client for the costs incurred and justified, with a minimum of 50% of the projected costs and working hours.
Article 10 - LiabilityDOCWERKERS is not responsible for loss or damage caused to any objects and documents entrusted to it. All objects and documents are sent and kept at the risk of the Client, who expressly releases DOCWERKERS from any liability.DOCWERKERS cannot be held liable for any fault on its part or on the part of its appointees, except for gross negligence or wilful misconduct. In such case, DOCWERKERS cannot be held liable for any consequential damage, such as loss of expected profits, decrease in turnover, increased operational costs, loss of clients, which Client or third parties may suffer as a result of any fault or negligence on the part of DOCWERKERS or its appointees in connection with the agreement.Client, in turn, declares not to violate the General Data Protection Regulation (Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data), any national or supranational legislation following from the AVG or any other privacy legislation by the provision of material and personal data and indemnifies DOCWERKERS against consequences from their improper use or processing. Client shall take the necessary measures to process these personal data in accordance with the AVG. DOCWERKERS shall not retain, process or store any further personal data after the end of the Assignment.DOCWERKERS' total liability shall never exceed the price paid by the Client to DOCWERKERS for the goods or services that gave rise to the claim.Regarding goods or services originating from third-party suppliers, the DOCWERKERS shall not accept any liability above or beyond the liability that the third-party suppliers are willing to accept for their products or services.
Article 11 - Completion & Termination of the OrderForce majeure is the situation in which the Contractor is unable to fulfil its obligations, independent of its will, acts and omissions but because of an external, unavoidable event that was unforeseeable at the time the Order was entered into. Force majeure arises, for example, due to natural disasters, in case of gathering and other prohibitions and obligations imposed by a government or administration in the context of public health or national security and any other situation that makes the work and gathering on set absolutely or practically impossible. Force majeure may also arise in response to a risk with which the parties are familiar but which has not yet materialised to a serious degree when the Assignment is entered into, e.g. terrorist attacks, waves of COVID-19 and the like. In the event of force majeure, DOCWERKERS and the Client will enter into discussions about the possibility of postponing the Assignment and what this means for the payment terms. If necessary, an alternative will be sought that can take effect immediately, for example by finding a digital or other solution. If this alternative significantly complicates the performance of the Engagement, the Parties shall agree on an additional price. If force majeure renders the Engagement permanently impossible, the Engagement shall be deemed cancelled and costs and services shall be reimbursed as described in Article 7. The Client may propose another, equitable arrangement that approximates this arrangement and that takes into account hours worked and costs incurred before the occurrence of the event that led to the force majeure. Upon completion of the assignment, the Parties shall return all work materials made available to each other. DOCWERKERS reserves the right to terminate or suspend the Assignment if the Client is guilty of a serious contractual default that is not remedied within eight days of receiving a registered notice of default to this effect. The non-payment of one or more invoices on their due date and the absence of feedback or approvals on completed sub-phases will always be considered a serious contractual default.DOCWERKERS reserves the right, in the event of a serious contractual default, to claim additional damages in addition to the compensation provided for in Article 9.
Article 12 - ConfidentialityParties undertake tokeep commercial, technical and economically sensitive information, as well as business secrets, that they learn secret and to use them only where necessary for the performance of the Assignment.
Article 13 - Nullity & AdditionsIf any provision of these general terms and conditions is declared null and void, the other provisions shall remain in full force and effect. The annulled provision shall be replaced by a provision that approaches its purpose and spirit as closely as possible.For anything not expressly provided for herein, Belgian common law shall apply.
Article 14 - Applicable lawBelgian law shall apply irrespective of the nationality of the Parties. In the event of a dispute, the Parties agree to give preference to mediation before taking the dispute to the competent court. After mediation, the dispute can only be brought before the courts that areratione loci competent for the registered office of DOCWERKERS.
