PREVIOUS NOTE – Offers, orders, contracts and other commercial or technical documents that form the basis of a mutual commitment between Moxy BV and the customer may under no circumstances be shared with third parties without the express consent of Moxy BV. The customer implicitly agrees with Moxy BV’s interpretation of each of the elements and concepts cited in the offers, orders, contracts and other commercial or technical documents submitted by Moxy BV to the customer for the purpose of entering into or perpetuating a mutual commitment.
ART. 1. TERMS AND CONDITIONS – GENERAL – These general terms and conditions together with our special terms and conditions constitute the agreement between the parties. The client expressly acknowledges to have been informed of these general terms and conditions pre-contractually and to have accepted them. Subject to written agreement, the following terms and conditions of sale shall apply to all our commercial transactions, otherwise clear-cut terms and conditions of sale of the purchaser shall not be accepted unless agreed in writing.
ART. 2. OFFER – PRICES, PROPOSALS, ORDERS AND IMPLEMENTATION – All our offers, including by means of price lists and brochures, or other means, only become binding after they have been confirmed by us in writing or by e-mail. Afterwards they are valid for a period of 1 month. All prices are exclusive of VAT (and other possible taxes) unless stated otherwise. An agreement is not binding on us until the date of dispatch of our written order confirmation. This provision covers both price and the estimated date of delivery. Even if a formal agreement or order confirmation exists, Moxy BV can at all times formulate a new price proposal or a new delivery date in case Moxy BV does not consider the original proposal to be in accordance with the intended commercial reality. Where applicable, the customer has the right to cancel the order at the new price and/or the new delivery date within 48 hours of Moxy BV’s notification of the change, in which case the costs already incurred shall be passed on by Moxy BV to the customer. Under no circumstances can such a change give rise to compensation, indemnification or dissolution of the agreement.
Moxy BV shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
ART. 3. BUDGET – Moxy BV endeavours to comply with the budget indication as communicated by the customer, insofar as this is also realistic. If the budget indication is not realistic, Moxy BV shall inform the customer as soon as possible. The production budget and all cost items included in it are truthful and in accordance with the market with regard to all parties. The customer clearly informs Moxy BV in advance if costs for internal guidance by the customer should be included in the production budget. These costs are stated transparently in the production budget. The customer respects the budget as drawn up by Moxy BV and transferred to the customer. If this production budget does not meet the customer’s expectations, the customer must inform Moxy BV in writing as soon as possible, together with the arguments as to why (and, if necessary, how) the production budget should be adjusted.
ART. 4. Order – The customer always confirms in writing to Moxy BV that it has been selected for the production of a project (by means of an order form or e-mail).
ART. 5. SUSPENSION / ANNULATION – It is recommended that the customer, if after a fully completed pitch, does not finally agree with the advertiser to obtain compensation for the costs incurred by Moxy BV.
We reserve the right, in the event of late payment or any other default or breach of good faith on the part of the customer, to suspend or cancel the execution of all current orders, at the customer’s expense and expense. The customer shall owe Moxy BV compensation of at least 1 working day’s fee for the agreed work and the costs incurred, reservation costs or other. In the event of cancellation, the client shall automatically owe an additional fixed compensation of 25% of the value of the cancelled amount, without prejudice to our right to claim additional compensation if the damage actually suffered exceeds the fixed estimated damage. At the same time, all claims, even those not yet due, can then be collected immediately. If an order is cancelled less than 48 hours before it is due to start, the customer shall owe Moxy BV an additional compensation of at least 1 full day’s intake fee for the agreed work.
CANCELLATION BY ACCEPTING: If a project is cancelled after it has already been awarded to Moxy BV, Moxy BV will draw up a cancellation budget based on the original agreed budget. The cancellation budget contains a transparent overview of the costs already incurred by Moxy BV for that project, cancellation fees and part of the missed mark-up.
ART. 6. CANCELLATION COST EXTERNAL GRADING – If a project is cancelled 48 hours before the start of the project, a cancellation fee of 250€ excl. VAT will be charged and if a full day has been booked, 450€ excl. VAT will be charged. Grading is always charged per half day or full day. Invoices will therefore always be drawn up with half-day price or full-day price. An hourly rate can only be accepted if explicitly agreed otherwise. Movements of the grader to another location will always be mentioned separately on the offer/invoice.
ART. 7. PAYMENT TERMS AND CONDITIONS – All invoices are only payable by bank transfer or deposit to the account number of Moxy BV stating the reference number or otherwise the invoice number. Any order formally confirmed or contracted by the customer is irrevocable, regardless of whether or not an advance payment has been made. Where applicable, the advance payment made by the customer shall be deducted from the total price of the order.
ART. 8. Invoicing – The customer and Moxy BV agree, at the latest at the time of the briefing, on the following conditions applicable to this production.
invoicing conditions. The invoicing conditions listed below form a good basis for productions at home and abroad. Any deviating invoicing conditions must be communicated at the briefing and the customer and Moxy BV must discuss and agree to this at the briefing before any costs are incurred.
Production in Belgium
– 50% deposit: Upon receipt of the customer’s written order, Moxy BV will send an advance invoice for 50% of the total amount. This invoice must be paid before the pre-production meeting and at the latest 5 working days before the first day of the recording.
– 25% advance payment: Moxy BV can invoice a tranche of 25% as soon as the recordings have been completed.
– 25% balance: Moxy BV can invoice the balance of 25% (+ any agreed extra costs) as soon as the production has been delivered to the customer.
– The second advance invoice and/or the balance invoice must be paid no later than 30 days at the end of the month.
ART. 9. COMPLAINTS – PAYMENT – Our invoices are payable within a period of either 15 days for graphic work and 30 days after receipt for video work, unless expressly agreed otherwise in writing. All complaints in connection with delivery and invoicing must be made by registered letter within five days. Reaction to a late complaint does not imply renunciation of this article. If the buyer or the client does not respond within five days after receipt of the goods or services, he shall be deemed to have unconditionally and definitively accepted the goods delivered by Moxy BV. However, complaints do not release the purchaser from his payment obligations.
ART. 10. LATE PAYMENT – In the event of late payment, a conventional interest on arrears shall be due by operation of law and without prior notice of default, calculated at the interest rate equal to the base rate of the European Central Bank, increased by 8% per annum, from the due date until the date of full payment of the invoice, and on the other hand a fixed compensation conventionally set at 10% of the amount paid late, with a minimum of 100 euro/open invoice. The customer also loses the benefit of the discounts granted on the ordinary rate. In the event of total or partial non-payment of the invoice on the due date without serious reason, without any notice of default being required and without prejudice to any legal costs, the balance shall be increased by a flat-rate compensation clause of 14% of the total amount or balance of the invoice claimed, with a minimum of 100 euros and a maximum of 2,500 euros, even if periods of grace are granted. The customer also loses the benefit of the discounts granted on the ordinary rate.
Every payment will be charged by Moxy BV first to offset interest, damages and/or costs before being deducted from the invoice balances. Payments are first deducted from the oldest outstanding invoice. The non-payment on the due date of a single invoice, the protest of a bill of exchange (even if it has not been accepted), every request for concordat judicial reorganisation (WCO) and/or dissolution and in liquidation, amicably or judicially, every request for a postponement of payment, not even official, or any other fact that shows the customer’s inability to pay, makes the outstanding balance of all other invoices, even those that have not expired, immediately payable by operation of law and without notice of default. Moreover, in these cases Moxy BV reserves the right, without notice of default and without prejudice to its right to compensation, to suspend all further work for the customer concerned. Moxy BV reserves the right, in the event of late payment, breach of contract or any other obligation not fulfilled by the customer, at the discretion of Moxy BV, to discontinue the services in question. Moxy BV can never be held liable for damages, in whatever form, compensation for loss of data, compensation for indirect damage and/or consequential damage or compensation for damage due to loss of turnover and/or profit. If the services are switched off / deactivated, Moxy BV shall inform the customer at least 3 working days in advance, in writing or by e-mail. The payment of the invoices may never be subject to whether or not the customer accepts the result of the order or parts of it qualitatively or quantitatively. If the invoice is drawn up in the name of a third party at the request of the client, the client and the third party are jointly and severally liable for the execution of the payment and other obligations arising from the general and special terms and conditions of sale.
ART. 11. PROPERTY RIGHTS – The goods delivered by Moxy BV shall remain our property as long as they have not been paid for in full by the purchaser (both the principal sum and accessories). On the understanding that in the meantime every risk, none excepted, shall be borne by the purchaser. Moxy BV always remains the owner of the original material they have produced or created. Moxy BV never delivers open files, unless explicitly agreed in writing, before the start of the works. The costs for the delivery of these documents will be recovered from the customer.
ART. 12. AUTHOR RIGHTS – REPRODUCTION – By signing the order form / quotation, the client accepts the obligation to indemnify Moxy BV against claims by third parties in connection with possible copyrights. Moxy BV also reserves the exclusive right to all technical rights of orders it has issued, such as reproduction, assembly, reassembly, copying in any manner whatsoever. This list is not exhaustive. At the client’s request, the price offer will be made per copy in advance.
ART. 13. AMENDMENTS – ANNULATION – We reserve the right to make changes to the agreed terms and conditions for the purchase of media or titles, on the basis of the requirements set by the media and in accordance with their specific general terms and conditions (e.g. with regard to rate increases and cancellations). Cancellation by the client implies that he bears all possible consequences for this.
ART. 14. RESPONSIBILITY – With regard to third parties, the client bears all responsibility for the orders ordered and approved by him. The client shall indemnify us on first request against any claims by third parties and shall bear all costs of possible proceedings.
ART. 15. INFORMATION – The client shall provide all information and material necessary for the execution of the order in a timely and direct manner to the medium. The customer shall immediately inform Moxy BV of any change in name, address, e-mail, telephone number, VAT number, status, change of legal form or other important information.
ART. 16. LIMITATION OF LIABILITY – We cannot be held liable for any error or even gross negligence on our part or on the part of our appointees, except in the case of wilful misconduct. In no event shall we be liable for any consequential loss or damage such as loss of anticipated profits, loss of turnover, loss of business, loss of customers, which the Customer may suffer as a result of any fault or negligence on our part or on the part of our appointees in connection with this contract. Our possible liability – of whatever nature – is limited to a maximum of 30% of the value of the product criticised by the customer.
ART. 17. LIABILITY – DAMAGE – Moxy BV advises the purchaser and clients to take out their own insurance. Moxy BV accepts no liability for any direct or indirect damage suffered by clients or third parties caused by downtime, malfunction or malfunction of the equipment, or caused by operating personnel, or caused by any cause whatsoever. Nor does Moxy BV accept liability for damage of any nature whatsoever or loss of materials given for processing and/or storage, regardless of the cause of this damage or loss. Moxy BV can in no way be held liable for the transport of the material entrusted to us.
ART. 18. DELIVERY AND IMPLEMENTATION TERMS AND CONDITIONS – The execution times stated by us are only indicative and cannot be binding on us unless specifically provided otherwise in writing.
ART. 19. DEFINITIONS – Any remarks concerning the nature and scope of our products and/or services must be reported to us by the client – on pain of forfeiture of all rights – at the latest within 5 days after the delivery of the final film. Reaction to a late complaint does not imply renunciation of this Article.
ART. 20. CONDITIONS OF SALE – We do not accept any purchase conditions or any of our clients’ own conditions, unless they have been expressly negotiated and accepted by us in writing. Our general and special terms and conditions govern exclusively the agreement between the parties.
ART 21. DISSOLUTION – In the event that the agreement is terminated by the client, the latter shall owe compensation equal to the services already carried out and the materials already purchased for the order in question, increased by compensation, the minimum of which shall be fixed at 25% – increased to 65% in the case of customisation – of the price excluding VAT, without prejudice to Moxy BV’s right to prove the additional damage. For the client-consumer, i.e. any natural or legal person, who exclusively acquires or uses the products or services for non-professional purposes, the compensation, minimum fixed at 15% – increased to 30% in the case of customised work – of the price excluding VAT, without prejudice to Moxy BV’s right to prove the additional damage. The client-consumer has the same rights in the event that the agreement is terminated due to the fault of Moxy BV. Moxy BV may unilaterally terminate the agreement by registered letter if one or more of the situations mentioned in the following enumeration, not necessarily limited to, but in the spirit of that enumeration, occur: the customer is in arrears of payment for more than two months. the customer has deliberately performed acts that endanger, damage or make impossible his professional relations with Moxy BV NV, other existing or future business partners, with its suppliers, with its personnel, with other customers or with the government. If due to negligence on the part of the customer, the order remains open for more than 6 months. If Moxy BV identifies one or more such situations, it reserves the right to terminate the service completely and immediately, without prejudice to its right to claim any overdue payments or the right to draw up the final invoice and request the full balance from the customer.
In the event of failure, judicial reorganisation (WCO), dissolution and liquidation, provisional administration, collective debt settlement or any other indication of impending inability or incapacity to pay by the customer, Moxy BV also reserves the right to stop all services, without being liable to pay any compensation to the customer. Moxy BV also reserves the right to consider the agreement as dissolved by operation of law, without further notice of default, either for the whole or for the part of the agreement that has not yet been executed. Termination by mutual agreement: when both parties terminate this agreement by mutual agreement, the applicable modalities can be freely chosen.
ART 22. WARRANTY AND LIABILITY – Moxy BV cannot be held liable for the failure to carry out an assignment or the late performance of an assignment in the event of force majeure of any kind or any event beyond its control. Moxy BV is not obliged to prove the unforeseeable nature of the circumstance constituting force majeure. The customer cannot take advantage of possible defects that would have crept into the result despite all due care not to pay an outstanding invoice. In addition, the customer indemnifies Moxy BV against all consequences of claims that his own customers might make against Moxy BV. Moxy BV can never be held responsible for the data placed on its systems by the customer. The customer is supposed to take a backup of all data placed on the systems by the customer or sent via these systems. The customer is at all times responsible for any damage resulting from misuse of the services. Moxy BV cannot be held responsible for damage caused by third parties. The customer must recover damage caused by third parties directly from these third parties. Moxy BV cannot be held responsible for loss of data, delays or interruptions of the delivered services. Neither party can be held responsible for the consequences of force majeure.
ART. PUBLICITY – Unless explicitly protested by the customer, Moxy BV is free, for its own publicity purposes, to refer in writing and orally to the name and logo of the customer and the material produced on both online and offline channels. In doing so, Moxy BV will of course not disclose any details covered by the confidentiality provisions as provided for in any separate contract with its customer.
ART. 24. PROTECTION OF PERSONAL DATA – Moxy BV and the customer undertake to treat personal data received from each other in accordance with the Law of 8 December 1992 and the Royal Decree of 13 February 2001 on the protection of privacy in relation to the processing of personal data. The customer accepts and acknowledges that Moxy BV may process personal data received from the customer during the execution of the obligations under the agreement, and the customer undertakes to ensure that all relevant stakeholders (as defined by law) consent to such processing by Moxy BV.
ART. 25. AUP (ACCEPTABLE USE POLICY) – The customer shall comply with the AUP of Moxy BV. Moxy BV has the right to adjust this AUP. Moxy BV reserves the right to terminate the agreement with immediate effect in the event of breach of the AUP.
ART. 26 . INTELLECTUAL PROPERTY – All documents provided by Moxy BV such as designs, scripts, models, test films, intentional notes, storyboards, etc. . (this list is not exhaustive) are exclusively intended to be used by the customer. These may not be used, applied, copied, reproduced, made public or passed on to third parties without the prior consent of Moxy BV.
Art. 27. ACCOUNTS AND PASSPECTS| The customer shall keep identification data (login names, passwords), address data and/or codes with the utmost care. Identification data, address data and/or codes may not be shared with any other party without the express prior consent of Moxy BV . The customer is responsible and liable for any abuse committed using the identification data belonging to the customer, regardless of the identity of the person actually committing the abuse.
ART. 28. APPLICABLE LAW AND IMPLEMENTING courthouse – Contracts are concluded at the registered office of Moxy B.V. and are subject to Belgian law. Any dispute to which the interpretation or the execution of the agreement could give rise, including in case of urgency (e.g. summary proceedings), falls under the jurisdiction of the courts of the judicial district of Brussels, unless Moxy has jurisdiction in accordance with article 624 Ger. W. The client or client may only sue us before the courts of our registered office. The possible nullity of one or more provisions of these general terms and conditions shall under no circumstances result in the nullity of the entire agreement. The other provisions shall therefore remain fully applicable.