These General Terms and Conditions hereby define the contractual relationship BETWEEN the company “INSTANT NEWS SERVICES,” whose registered office is located at Boulevard de Charlemagne,1, Boite 15, 1000 Brussels, Belgium, registered with the Belgian Companies Register (BCE) under No. 0442.731.259 (hereinafter “INS”), AND its service providers (hereinafter the “SERVICE PROVIDER”).
1. PREAMBLE
1.1. Validity and acceptance
The services provided by the SERVICE PROVIDER to INS are governed exclusively by the following documents (to the exclusion of the SERVICE PROVIDER’S general sales conditions, if any):
1 – The Special Terms and Conditions of the Service Agreement (hereinafter the “Special Conditions”)
2 – These General Terms and Conditions (hereinafter the “General Conditions”).
Points 1 and 2 are hereinafter jointly referred to as the “Service Agreement”.
The Special Conditions may be either a contract concluded between the parties or any other document (including in electronic format) agreed to by the parties. Unless otherwise agreed in writing between the duly authorised representatives of the SERVICE PROVIDER and INS, any amendment, modification or reservation made by the SERVICE PROVIDER to the Service Agreement shall be deemed null and void, and shall be non-binding. The Service Agreement shall enter into force on the “Agreement Date” specified in the Special Conditions. If the SERVICE PROVIDER fails to duly sign and return the Service Agreement, but performs the Services nevertheless, the Service Agreement shall be deemed to have entered into force on whichever date shall be the earlier between the Agreement Date and the date of the commencement of the services.
1.2. Corrections and variations
INS reserves the right to correct any typographical, clerical or other error or omission in the commercial documentation, quotations, price lists, sales offer, invoices or other documents or information it has issued, at any time, without incurring any liability. By signing this Service Agreement, the SERVICE PROVIDER accepts that it will not rely on any statement unless such statement is provided in writing by INS, and waives all claims in this respect, insofar as INS cannot be held liable for any such advice or recommendation made by unauthorised persons.
1.3. The term and renewal of the Service Agreement are specified in the Special Conditions, if applicable. Should the Agreement be open-ended, it can only be terminated by either Party with reasonable notice.
2. TERMS OF PERFORMANCE
The SERVICE PROVIDER undertakes to provide its Services in accordance with professional standards and practices, legal and statutory regulations and the provisions of the Service Agreement.
3. PRICES AND PAYMENT TERMS
Prices and payment terms are set out in the Special Conditions. Unless otherwise stated in the Special Conditions, the SERVICE PROVIDER’s invoices are payable no later than ninety (90) calendar days from receipt by INS.
4. INSOLVENCY OF THE SERVICE PROVIDER
Without prejudice to any other right or remedy available to INS, INS may terminate the Service Agreement to the extent permitted by law, without notice or compensation being required and without incurring additional liability vis-à-vis the SERVICE PROVIDER, in the following circumstances:
- The SERVICE PROVIDER enters into a voluntary arrangement with its creditors or is subject to an administrative order or becomes bankrupt, or (if a company) goes into liquidation (for purposes other than merger or restructuring); or
- A mortgage lender takes possession of all the SERVICE PROVIDER’s property or assets, or a court-appointed liquidator is assigned for such purpose; or
- The SERVICE PROVIDER ceases or threatens to cease trading; or
- INS has reasonable grounds to suspect that one of the aforementioned events is imminent, with respect to the SERVICE PROVIDER, and informs the SERVICE PROVIDER accordingly.
5. INTELLECTUAL PROPERTY
5.1. Unless the Special Conditions state otherwise, the SERVICE PROVIDER assigns to INS all its intellectual property rights and copyrights, pursuant to paragraphs 2 and 3 herein, on all works created during the performance of this agreement. This assignment shall apply for the duration of the copyright and to the whole world.
5.2. The SERVICE PROVIDER assigns to INS, on the works specified under paragraph 1 herein, the entirety of the following patrimonial rights:
- The right to reproduce the work by any means and on any medium – notably:
- catalogues, reports, periodicals, news publications, books, etc.,
- illustration of display networks;
- decoration of public and private spaces, exhibition signs, decoration of stands;
- offline IT support: floppy disk, CD-ROM, CD-i, etc.;
- online IT support; internet, intranet, computer terminals in private and/or public places, etc.;
- any other existing medium/usage.
- The right to reproduce the work in an unlimited number of copies of each medium.
- The right to distribute and disseminate the work and communicate it to the public using any technical means of communication, including via cable, satellite, radio, internet and computer networks;
- The right to translate the work or have it translated into any language;
- The right to adapt the work or to have the work adapted and modified, especially by reproducing some of its features using any technology (including any IT) or by modifying settings (such as colour, size, format, etc.).
5.3. The SERVICE PROVIDER waives the right to have its name mentioned on the works when commercialising them. The SERVICE PROVIDER authorises INS to make any reasonable amendment to the work and expressly waives its moral right to object to such modification, unless it can demonstrate that such modification is deleterious to its name or reputation.
5.4. It has been agreed that the SERVICE PROVIDER’s remuneration for this assignment is included in the price set forth in the Special Conditions.
5.5. The SERVICE PROVIDER agrees to provide INS with assistance, including but not limited to, any power of attorney that INS may need for obtaining the right or title in question, including the signing of relevant or appropriate documents, and taking any action necessary to acquire the right or title in question.
6. CONFIDENTIALITY
6.1. Obligation
Any and all information, regardless of its nature, that the SERVICE PROVIDER may have collected on INS throughout the existence and performance of this Service Agreement, whatever its form, especially verbal information gathered during meetings and interviews, is confidential.
The SERVICE PROVIDER undertakes:
- not to disclose or communicate this confidential information in any way whatsoever, whether in whole or in part, to third parties;
- not to disclose this confidential information to its employees and/or subcontractors except to the extent strictly necessary for the performance of the agreement;
- to take all necessary steps to ensure that such confidentiality is preserved; and
- not to use the confidential information for any purpose other than the performance of this agreement.
All documents of any kind supplied by INS remain the property of INS. Within 14 days of the termination of this Service Agreement, irrespective of the cause, the SERVICE PROVIDER undertakes to destroy any documents, exhibits or products provided to it by INS, or, if INS prefers, to surrender them to INS, without retaining copies of such confidential information.
The obligations set forth in this section shall remain in force as long as the confidential information remains out of the public domain.
6.2. Duration and necessity of the confidentiality obligation
The confidentiality obligation provided for in these General Conditions shall persist as long as the information in question is of a confidential nature, and may, if necessary, survive termination of this Service Agreement. Moreover, the confidentiality obligation provided for in these General Conditions is of fundamental importance. The parties expressly recognise this fundamental importance and that any breaches thereof will cause considerable harm to INS. In the event of a breach, INS can terminate the Service Agreement and/or demand compensation for the harm suffered.
7. LIABILITY
The SERVICE PROVIDER (including its employees, representatives and/or staff) is liable for any damage caused by its Services. The SERVICE PROVIDER is also liable for the loss or destruction of any material entrusted to it by INS.
The SERVICE PROVIDER represents and warrants that it owns the rights to use and modify any documents provided to INS for the performance of the Services and consequently shall indemnify INS against any claims or remedies from third parties for any possible breach of intellectual property rights.
8. TERMINATION FOR CAUSE
This Service Agreement may be terminated in the event of a fundamental breach by the SERVICE PROVIDER or INS of any provision of this Service Agreement which has not been remedied (provided such remedy is possible) within 14 days of a written request to do so.
Any termination of this Service Agreement pursuant to this clause shall be made without prejudice to any other rights or remedies to which INS or the SERVICE PROVIDER may be entitled under this Service Agreement or existing laws, and shall have no effect whatsoever on the rights and liabilities acquired by either party, or the entry into force or continued enforcement of any provision expressly or implicitly intended to come into or remain in force after such termination. Within 14 days following termination of this Service Agreement (whether for cause or not and irrespective of which party terminates it), the SERVICE PROVIDER shall surrender all material provided by INS in its possession or under its control, and destroy all copies of such material, at the sole discretion of INS, pursuant to Article 6 of these General Conditions.
9. NON-SOLICITATION
The SERVICE PROVIDER is prohibited from directly or indirectly prospecting INS clients, whether through telephone calls, unsolicited emails or advertisements that specifically target INS clients.
The SERVICE PROVIDER is also prohibited from advertising its own services to INS clients in any manner whatsoever when undertaking duties under this Service Agreement.
The SERVICE PROVIDER ensures and guarantees that any third party conducting work on its behalf complies with the aforementioned obligations.
The SERVICE PROVIDER is also prohibited from employing, recruiting or directly or indirectly approaching, for purposes of recruitment or direct or indirect cooperation in any form whatsoever, any INS employees, subcontractors or service providers, regardless of their status, throughout the term of this Agreement and for a period of twelve (12) months beyond the end of this agreement.
The parties expressly recognise that this is of fundamental importance and accept that any breaches thereof will cause considerable harm to INS. In the event of a breach, INS has the right to terminate the Service Agreement and/or demand indemnification for the harm suffered.
10. FORCE MAJEURE
Neither party shall be held liable for the non-performance or delay in performance of all or part of its obligations, whether directly from or as a result of events that the competent court deems to be a case of force majeure.
It is expressly agreed that the destruction of the SERVICE PROVIDER’s material, whether due to its own negligence or not, whether such material was supplied by INS or not, during the performance of its duties under this Service Agreement does not constitute a case of force majeure. The SERVICE PROVIDER is required to take any action necessary for continuation of its duties, at its own expense.
11. ASSIGNMENT – SUBCONTRACTING
The SERVICE PROVIDER may assign the Service Agreement or subcontract its obligations only with the consent of INS.
12. MISCELLANEOUS
Any notice that can or must be served to the other party shall be sent in writing to its registered office or principal trading address, or to any other addresses that are notified in a timely manner to the party issuing the notice, pursuant to this clause.
Any waiver by INS of a breach of this Service Agreement by the SERVICE PROVIDER shall not constitute a waiver of rights for any future breaches, be they of a similar or different nature.
If all or part of a provision of this Service Agreement is found to be invalid or unenforceable by any competent authority, this does not automatically invalidate the remaining provisions of this Service Agreement or, in the event of partial invalidity, the remaining part of the provisions in question.
This Service Agreement and the documents to which it refers shall represent the complete and final agreement between the parties with respect to the subject matter of the Service Agreement and shall supersede all previous agreements made by or between them on this matter.
13. APPLICABLE LAW – DISPUTE RESOLUTION
This Service Agreement shall be exclusively subject to Belgian law. Any disputes that cannot be resolved amicably by the parties shall be subject to the exclusive jurisdiction of the French-speaking courts of Brussels.