GENERAL TERMS OF SALE

GENERAL 

  1. These General Terms of Sale (‘GTS’) apply to all offers, orders, contracts and deliveries concerning goods and/or services delivered by Dreamocracy SRL – 130 Rue des Cottage à 1180 Uccle/ N°Entreprise 726.935.321 – BELGIUM- to its Customers (‘the Customer”). These General Terms of Sale precede all general terms of the Customer, which Dreamocracy SRL is not bound by. Derogations to these General Terms of Sale are valid only if made in writing. 
  2. By placing an order or by the signature or execution of the agreement by Dreamocracy SRL or by the Customer, the Customer agrees to these General Terms of Sale. 

  3. By placing an order, or entering into an agreement with Dreamocracy SRL, all documents prior to the agreement are replaced by the agreement and the General Terms of Sale.
     
  4. By signing an order form Customer enters into a binding agreement. Cancellation of orders after signing an order form is not possible. All orders by employees, subcontractors or representatives of the Customer, are deemed to have been placed by Customer itself. 

  5. The General Terms of Sale published on the websites of Dreamocracy SRL apply to agreements between Dreamocracy SRL and the Customer and are an integrating part of the agreement. In the event of inconsistencies between provisions in these GTS and those in the general terms on the websites, these GTS shall prevail. 

  6. The Customer shall be informed about amendments to the GTC; they shall be deemed agreed unless the Customer objects to the amended GTC in writing within 14 days; in the information the Customer will be expressly informed about the consequence of silence on his part. 

  7. If any provisions of these General Terms and Conditions are ineffective, the binding nature of the remaining provisions and the contract shall not be affected. The ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and purpose of the ineffective one. 

  8. The conditions of sale established in English shall prevail over the conditions of sale translated into French or any other language

  9. The electronic communications exchanged between the service provider and the Customer are accepted by the parties as authentic until proof is provided to the contrary if these are stored on a solid and non-alterable medium. 

SCOPE OF SERVICES; ORDER PROCESSING; CUSTOMER’S DUTIES TO COOPERATE 

  1. The scope of the services to be rendered shall be based on the specifications of Dreamocracy SRL Agreement or Dreamocracy SRL’s acknowledgment of order, if any, and the briefing report, if any (“Offer Documents”). Subsequent modifications of the services shall be subject to Dreamocracy SRL’s written confirmation. When executing the order Dreamocracy SRL shall be free in its discretion within the framework specified by the Customer. 

  2. All services of Dreamocracy SRL (including but not limited to all preliminary designs, sketches, final drawings, copies, colored prints and electronic files) shall be checked by the Customer within three working days of receipt by the Customer. In the absence of any valid challenge within that period, they shall be deemed approved by the Customer. Dreamocracy SRL cannot be held liable for errors in the text/copy or for the translation of these errors after approval. 

  3. The Customer shall make accessible to Dreamocracy SRL completely and in time all information and documents required for rendering the services. The Customer shall notify Dreamocracy SRL of all circumstances that are relevant to execution of the order, even if they become known only in the course of execution of the order. The Customer shall bear the costs incurred due to the fact that work has to be done again by Dreamocracy SRL or is delayed because of his incorrect, incomplete or subsequently modified specifications. 

  4. Customer guarantees that all materials delivered to Dreamocracy SRL are free of defects or viruses and shall be liable for all direct or indirect damages incurred by Dreamocracy SRL or any third party following such defects or viruses. 

  5. Dreamocracy SRL is never obliged to store Customer materials. In the event that the Customer wishes Dreamocracy SRL to store production elements such as digital (data) files, films, montages, cutting forms, designs, drawings, etc., he shall agree this in writing with Dreamocracy SRL before the execution of the order. Such items are stored at the risk of the customer who expressly releases Dreamocracy SRL from any responsibility in connection with such storage (including loss or damage), except in the case of malicious damage or professional negligence on the part of the supplier. 

  6. All goods (originals, models, information supports, printing supports etc.) which are entrusted to the customer and are on the premises of the supplier shall remain for the account of and at the risk of the customer, who expressly releases Dreamocracy SRL from any responsibility whatsoever, including in the event of damage or loss, whether partial or whole, for any reason whatsoever, except in the case of malicious damage, professional negligence on the part of Dreamocracy SRL, his personnel or his subcontractors or if the aforementioned custody is one of the main services of the agreement. This also applies in the case of goods that are intended for the customer. The storage costs are charged starting from the date notified to the client. In the event of non-payment by the agreed date, any such goods may be retained as guarantee and pledge for the outstanding amounts. 

  7. The Customer is solely responsible for acquiring adequate licenses on intellectual property rights, personality rights and other third-party claims with regard to creations, developments and other elements used in his project. The Customer is obliged to clear the documents made available by him for execution of the order (photos, logos, etc.) for potential copyrights, trademark rights, marks or other rights of third parties (rights clearance) and guarantees that the documents are free from rights of third parties and may therefore be used for the desired purpose. In the case of merely slight negligence or if it has fulfilled its duty to warn the Customer, Dreamocracy SRL shall not be liable (at least as regards the relationship between Dreamocracy SRL and the Customer) for an infringement of such rights of third parties by documents made available by the Customer. 

  8. If Dreamocracy SRL is held liable for an infringement of such rights, the Customer shall indemnify and hold harmless Dreamocracy SRL and shall compensate Dreamocracy SRL for any and all disadvantages suffered by it due to third-party claims, including costs of reasonable legal representation. The Customer undertakes to support Dreamocracy SRL in defending claims of third parties, if any. For this purpose, the Customer shall provide Dreamocracy SRL with all documents without request. 

DEADLINES 

  1. Unless expressly agreed to be binding, delivery or service periods stated shall only be approximate and non-binding. Binding agreements on deadlines shall be recorded in writing or confirmed by Dreamocracy SRL in writing. 

  2. If the delivery/service of Dreamocracy SRL is delayed for reasons for which Dreamocracy SRL is not responsible, such as, e.g. events of force majeure or other unforeseeable events that cannot be prevented by reasonable means, the service obligations shall be suspended for the duration and to the extent of the impediment and the deadlines shall be extended accordingly. If such delays continue for more than two months, the Customer and Dreamocracy SRL shall be entitled to rescind the contract. 

  3. If Dreamocracy SRL is in default, the Customer may only rescind the contract after having granted Dreamocracy SRL a reasonable grace period of at least 14 days in writing and after such period has expired fruitlessly. Claims of the Customer for damages on the ground of non-performance or default shall be excluded, unless intent or gross negligence can be proved. 

PRICING, INVOICING AND PAYMENT 

  1. The price quote will apply only for the assignment stated in the quote. 

  2. Changes to the original order, whatever their nature, (to the text, editing or positioning of illustrations, to formats, etc.) in writing or any other manner by or on behalf of the client, shall be invoiced to the client as a surcharge and extend the production deadline. Changes submitted verbally, for example by telephone, will be carried out at the client’s risk. 

  3. All prices are in euro, exclusive VAT and other taxes. Changes in taxes after the signing of the agreement will be charged to the Customer. Customer shall be solely responsible for all VAT and other taxes. 

  4. All invoices are always sent out digitally and are payable to account number BE81 3631 8772 2524, SWIFT/BIC BBRUBEBB (bank ING). 

  5. All invoices are payable within 14 calendar days following date of invoice, unless otherwise specified. Invoices are issued upon order confirmation, unless otherwise specified. 

  6. All late payments give rise automatically, without prior court intervention and without formal notice, to an interest of 1% per started month as well as to the damage compensation of 15% of the invoiced amount with a minimum of 125. All legal and extralegal costs for payment recovery will be charged to the Customer. 

  7. An advance of 50% of the total amount is invoiced. The remaining 50% of the total amount is invoiced upon the start of the services. 

PROTECTION OF CONCEPTS AND IDEAS 

  1. If a potential Customer has already invited Dreamocracy SRL beforehand to develop a concept and if Dreamocracy SRL accepts this invitation prior to conclusion of the principal contract, the following shall apply: 

  2. By the invitation and acceptance of the invitation by Dreamocracy SRL the potential Customer and Dreamocracy SRL enter into a contractual relationship (“pitching contract”). That contract will also be based on the GTC. 

  3. The potential Customer acknowledges that already by developing a concept Dreamocracy SRL will render cost-intensive services, even though the Customer himself has not taken on any performance duties yet. 

  4. To the extent that they reach the level of originality required for copyright protection the linguistic and graphic parts of the concept are protected by the Belgian Economic Code. The potential Customer is not permitted to use or edit those parts without Dreamocracy SRL’s consent due to the Belgian Law. 

  5. The transfer of copyrights and specifically of the right to reproduction must be explicitly included in a written agreement: this transfer cannot be inferred from the fact that the creative process is provided for in the assignment or that this creative process was specially compensated. The property transfer of the material product or the digital data to the client does not infer transfer of the copyright either. Except if a specific exclusivity contract was agreed, the supplier has the right to reuse his creative work. 

  6. Furthermore, the concept contains ideas that are relevant to the Customer’s project which do not reach the level of originality required for copyright protection and are thus not protected by the Belgian Law. Such ideas are generated at the beginning of every creative process and may be defined as the creative spark for all subsequent work results and, thus, as the origin of the specific strategy to be developed for the Customer. Accordingly, those elements of the concept are protected which are unique and characterize the specific strategy. For the purpose of this agreement ideas shall in particular mean useful slogans, useful texts, graphics and illustrations, advertising means etc., even if they do not reach the level of originality required for copyright protection. 

  7. The potential Customer undertakes not to exploit or have exploited commercially and/or use or have used the creative ideas which Dreamocracy SRL presented as part of the concept in any context other than the corrective of a principal contract to be concluded at a later time. 

  8. If the potential Customer is of the opinion that Dreamocracy SRL presented ideas to him which he already had before the presentation, he shall notify Dreamocracy SRL thereof via e-mail within 14 days of the day of the presentation and include means of evidence which allow a chronological allocation. 

  9. Otherwise the Parties will assume that Dreamocracy SRL has presented an idea to the potential Customer which is new to him. If the Customer uses the idea, it has to be assumed that Dreamocracy SRL received remuneration therefor. 

  10. The potential Customer may be released from his duties under this Clause if he pays a reasonable compensation plus VAT. Such release shall become effective only after receipt of the full compensation payment by the by Dreamocracy SRL. 

CONFIDENTIAL INFORMATION 

  1. Parties shall treat all information of which they can reasonably assume that it is confidential strictly confidential and shall not disclose it to third parties without prior written explicit consent of the other party. 

  2. Dreamocracy SRL shall be entitled to disclose the existence of an agreement with the Customer for advertisements and or other commercial purposes. 

ORDERS ON BEHALF OF THIRD PARTIES 

  1. Anyone ordering on behalf of third parties or requesting to invoice to third parties, vouches for this third party under the conditions set out in the Belgian Civil Code and shall be personally held liable for all payments due by the third party. 

EXTERNAL SERVICES – COMMISSIONING OF THIRD PARTIES 

  1. Dreamocracy SRL shall be entitled at its own discretion to render the services itself, or to commission a third party to render such services (“External Service”). 

  2. Commissioning of third parties in connection with an External Service shall be done either in Dreamocracy SRL’s own name or in the name of the Customer. Dreamocracy SRL shall select the relevant third party with care and ensure that it is appropriately qualified. 

LIABILITY OF DREAMOCRACY SRL 

  1. Dreamocracy SRL will not be liable for incorrect information or mistakes in information unless proven that incorrect information or mistakes were intentional. All obligations of Dreamocracy SRL are on a best efforts basis and do not guarantee results. Liability of Dreamocracy SRL may only lead to a discount on the invoiced amount, to be determined in relation to the actual and proven value of the damage. Any liability of Dreamocracy SRL is limited to the agreed-upon price of the services offered by Dreamocracy SRL . Dreamocracy SRL will correct possible mistakes as soon as possible upon request by to Customer. 

  2. Dreamocracy SRL will under no circumstances be liable for technical or other failures or circumstances beyond its control 

EARLY TERMINATION 

  1. Dreamocracy SRL shall be entitled to terminate the contract for cause with immediate effect. Causes shall include but not be limited to situations where 

  2. provision of a service becomes impossible for reasons for which the Customer is responsible or is further delayed even though the Customer was granted a grace period of 14 days; 

  3. the Customer continues to violate material obligations under this contract, such as, e.g. the obligation to pay an amount payment of which has been demanded or duties to cooperate, despite a written warning and having been granted a grace period of 14 days. 

  4. legitimate concerns exist regarding the Customer’s credit standing and, upon the Dreamocracy SRL’s request, the Customer fails to make advance payments or to furnish suitable security prior to provision of the service by Dreamocracy SRL; 

  5. The Customer shall be entitled to terminate the contract for cause without having to grant a grace period. A cause shall be, in particular, where Dreamocracy SRL repeatedly violates material provisions of this contract despite a written warning and having been granted a grace period of at least 14 days to remedy the breach of the contract. 

TITLE AND COPYRIGHT 

  1. Dreamocracy SRL retains title to all services of the by Dreamocracy SRL, including services in connection with presentations (e.g., suggestions, ideas, sketches, preliminary designs, scribbles, final drawings, concepts, negatives, slides), including parts thereof, as well as the individual workpieces and original designs and Dreamocracy SRL may demand at any time, in particular in the case of termination of the contractual relationship, that they be returned to it. 

  2. Typesetting, printing plates, designs, drawings, computer files, negatives and slides, etc. of any kind, regardless of the technology involved, remain the sole property of Dreamocracy SRL, even if the costs for them are charged separately. They may not be copied or reprinted. 

  3. Dreamocracy SRL retains the material ownership of all its studies, designs and final models, as well as all rights relating thereto, except for those that have been expressly ceded to the client in writing. Until the contractually agreed price has been paid, any graphic work will remain the sole and exclusive property of Dreamocracy SRL. 

  4. By paying the price the Customer shall acquire the right to use the services for the designated purpose agreed. Unless otherwise agreed the Customer shall, however, use the by Dreamocracy SRL’s services exclusively in Belgium. Acquisition of rights to use and exploit the by Dreamocracy SRL’s services shall in any case be subject to full payment of the services rendered by Dreamocracy SRL to the customer. If the Customer uses by Dreamocracy SRL’s services already prior to that time, such use shall be based on a loan relationship that may be revoked at any time.
     
  5. Every design must be handled with care and may not be modified in any way without the express permission of Dreamocracy SRL. Modifications and/or editing of services of the by Dreamocracy SRL, including but not limited to further development of the same by the Customer or third parties working for the Customer, shall only be permitted with the express consent of Dreamocracy SRLand, to the extent that services are protected by copyright, of the author. 

  6. Use of the Dreamocracy SRL’s services beyond the originally agreed purpose and scope of use shall be subject to the by Dreamocracy SRL’s consent irrespective of whether such service is protected by copyright or not. In consideration thereof Dreamocracy SRL and the author shall be entitled to a separate reasonable fee. 

  7. After expiration of Dreamocracy SRL Agreement use of services of Dreamocracy SRL and/or advertising means for which Dreamocracy SRL developed concepts or designs shall also be subject to by Dreamocracy SRL’s consent irrespective of whether the service is protected by copyright or not. 

  8. The Customer shall be liable to Dreamocracy SRL for any unauthorized or unlawful use in the amount of twice the reasonable fees for such use. 

IDENTIFICATION MARKS 

  1. Dreamocracy SRL shall be entitled to make reference to Dreamocracy SRL and the author, if applicable, on all advertising means and in any advertising and promotion measures, without the Customer being entitled to any payment in this respect. 

  2. Dreamocracy SRL shall be entitled to make reference to its current or former business relationship with the Customer on its own advertising media, including but not limited to its website, by referring to the Customer’s business name and business logo, with the Customer having the right to revoke his consent in writing at any time. 

DATA PROTECTION 

  1. The Customer agrees that his personal data, namely name, occupation, date of birth, Business Register Number, powers to represent the company, contact person, business address and other addresses of the Customer, phone number, fax number, e-mail address, bank details, credit card details, VAT number) may be collected, stored and processed electronically for the purpose of performance of the contract and support of the Customer and for the by Dreamocracy SRL’s own advertising and promotion purposes, for example by sending him offers, advertising brochures or newsletters (in hard copy or electronic form) and for the purpose of making reference to the current of former business relationship with the Customer. 

  2. The Customer agrees to be sent electronic mail for advertising purposes until further notice. Such consent may be revoked in writing via e-mail, fax or letter to the contact details stated in the header of these GTC at any time. 

APPLICABLE LAW AND PLACE OF JURISDICTION 

  1. These Terms of Sale will be governed by and construed in accordance with Belgian law, and any disputes relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of Brussels.

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