These General Terms and Conditions define the contractual relationship BETWEEN the company “INSTANT NEWS SERVICES”, whose registered office is located at Boulevard de Charlemagne 1, Boite 15, 1000 Brussels, registered with the Belgian Companies Register (BCE) under No. 0442.731.259 (hereinafter “INS”), AND its clients (hereinafter the “CLIENT(S)”).
1. PREAMBLE
1.1. Validity and acceptance
Services provided by INS to its Clients are governed exclusively by the following documents (to the exclusion of the CLIENT’s general purchasing conditions, if any):
1 – The Special Terms and Conditions of the Service Agreement (hereinafter “Special Conditions”)
2 – These General Terms and Conditions (hereinafter “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 CLIENT and INS, any amendment, deviation or reservation made by the CLIENT 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 CLIENT fails to duly sign and return the Service Agreement, but the Services are performed 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 CLIENT 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. Open-ended Service Agreements can only be terminated with reasonable notice.
2. SERVICES
The services offered by INS include, but are not limited to, the following:
- technical assistance to TV operators which have been accredited by the European institutions and other public institutions;
- the management of framework contracts for audiovisual services;
- audiovisual outsourcing for communication agencies;
- the production of documentary films;
- the provision of equipment and studios; and
- communications advice.
3. PRICES AND PAYMENT TERMS
Prices and payment terms are set out in the Special Conditions. All prices are exclusive of tax. Unless otherwise stated in the Special Conditions, invoices are payable by bank transfer within thirty (30) days of the invoice date. Any services not specified in INS’ quotation will be charged separately.
4. DELAY IN PAYMENT OR FAILURE TO PAY
Any amounts not paid by the due date will result in the immediate suspension of any service orders in progress, without prejudice to any other right or remedy. Furthermore, any invoices remaining unpaid on the day following their due date will give rise, without formal notice being required, to late payment interest at an annual rate of 12 % (minimum fee of €50) plus a lump sum payment of 10 %. Any direct or ancillary costs incurred by INS (including legal expenses incurred prior to initiating legal proceedings or submitting a liquidation request) for the recovery of unpaid amounts due, shall be borne in full by the CLIENT.
5. INSOLVENCY OF THE CLIENT
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 CLIENT, in the following circumstances:
- The CLIENT 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 CLIENT’s property or assets, or a court-appointed liquidator is assigned for such purpose; or
- The CLIENT 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 CLIENT and informs the CLIENT accordingly.
In the aforementioned scenarios under article 5 herein, if a service has been provided but not paid for, the fees for such service will automatically become due immediately, notwithstanding any previous agreement or arrangement to the contrary.
6. INTELLECTUAL PROPERTY
Unless otherwise specified in the Special Conditions, INS will retain entire and exclusive ownership of all its industrial and intellectual property rights, regardless of their nature, pertaining directly or indirectly to the Service Agreement, the know-how used to provide the services, including any software, copyright, technology and know-how, whether patented or not, as well as any documents sent to the CLIENT (drafts, documentary studies, technical descriptions, etc.). The CLIENT undertakes to take all steps necessary to ensure confidential treatment of the aforementioned items in full respect of the intellectual and industrial property rights referred to above, without restriction, and shall be held liable in the event of non-compliance with this obligation.
If the Special Conditions provide for an assignment of intellectual and industrial property rights whatever their nature, this assignment will apply solely for the use and duration specified by the CLIENT to the extent such assignment is permitted by law.
If, in order to deliver the service purchased from INS, the CLIENT provides INS with an item to which intellectual property rights are likely to be attached, the CLIENT shall represent and warrant ownership of all such intellectual property rights and assume sole liability for any breach of this warranty.
7. CONFIDENTIALITY
7.1. Obligation
Both parties expressly undertake not to disclose or communicate, or to have disclosed or communicated, nor use directly or indirectly, unless prior written consent is obtained from the other party, any data, information, applications, confidential methods and know-how as well as any documents whatever their nature, to which they have become privy within the context of the Service Agreement (including but not limited to the proposed terms and conditions, and information on commercial and corporate affairs, financial forecasts and budgets, strategic plans, marketing and advertising plans). The Parties undertake to solely and exclusively use the confidential information referred to above for performance of the Service Agreement.
7.2. Duration and necessity of the confidentiality obligation
The confidentiality obligation provided for in the General Conditions herein 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 accept that any breaches thereof will cause considerable harm to INS. If a breach occurs, INS can terminate the Service Agreement and/or demand compensation for the harm suffered.
8. LIABILITY
8.1. INS liability
Except in instances of wilful misconduct and fraud, INS’ liability shall be strictly limited to the obligations set forth in the Service Agreement, regardless of the type of damage caused, and INS’ liability shall, under no circumstances, exceed the price paid by the CLIENT under the Service Agreement, even for cases of gross negligence.
8.2. CLIENT liability
The CLIENT acknowledges and assumes full liability for the choices made in terms of textual and iconographic content featuring in any Service delivered by INS. The CLIENT represents and warrants that it owns the rights to use and modify any documents provided to INS for 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 pertaining to the material provided.
9. TERMINATION FOR CAUSE
This Service Agreement may be terminated in the following circumstances:
- Delay in payment of INS invoices of 30 days or more;
- Material breach by INS or the CLIENT 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 CLIENT 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 CLIENT 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.
10. RESTRICTIONS
At no time between the effective date and the second anniversary of the termination date of this Service Agreement, for any reason and in any manner whatsoever, shall the CLIENT (acting directly or indirectly, whether for its own account or the account of another party) use the services of or hire any INS directors, employees, agents or subcontractors who are in any way involved in the provision of the Service.
11. FORCE MAJEURE
Neither party shall be held liable for the non-performance or delay in performance of all or part of its contractual obligations, whether directly from or as a result of events that the competent court deems to be a case of force majeure.
Under no circumstances shall INS be liable to the CLIENT nor be deemed to be in breach of this Service Agreement, if it delays performance or fails to perform its obligations pertaining to the Services, provided that such delay or non-performance is due to events beyond INS’ reasonable control. Notwithstanding the general nature of the foregoing, the following circumstances shall be considered as being beyond INS’ reasonable control:
- cases of force majeure, explosion, flood, storm, fire or accident;
- war or threat of war, sabotage, insurrection, civil war, industrial action or requisition;
- strike, acts, restrictions, regulations, statutes, embargo or any measures of any kind imposed by any governmental, parliamentary or local authority.
12. ASSIGNMENT – SUBCONTRACTING
INS is authorised to assign its rights and obligations under this Service Agreement, to a related company as well as to any other entity in the context of a merger, demerger, transfer of business or branch of activity and more generally, as part of the restructuring or sale of its operations.
Unless otherwise agreed, and without prejudice to the previous paragraph, neither Party shall be authorised to assign or transfer in any manner, all or part of its rights and obligations arising from the Service Agreement herein, without the prior written consent of the other party.
INS is also authorised to subcontract its obligations.
13. 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 CLIENT 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 case of partial invalidity, the remaining part of the provisions in question.
The present 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.
14. APPLICABLE LAW – DISPUTE RESOLUTION
This Service Agreement is 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.
15. Cancellation provisions
In light of the ongoing COVID pandemic situation, the following special conditions are now also applicable to all INS sales.
If for any reason – be it the COVID pandemic or any other reason outside of INS’ responsibility or control – an event is cancelled by the client ahead of the foreseen and agreed date, the following cancellation fees will be automatically due to and charged by INS to the client without any possible contest or dispute:
- a. Cancellation seven (7) working days ahead of the event: 1.5% (excl. VAT) of the total budget submitted by INS, including pre-production, production and post-production fees and costs, as well as all reimbursable costs which will then not be recovered by or reimbursed to INS by its providers and/or sub-contractors;
- b. Cancellation six (6) working days ahead of the event: 3% (excl. VAT) of the total budget submitted by INS, including pre-production, production and post-production fees and costs, as well as all reimbursable costs which will then not be recovered by or reimbursed to INS by its providers and/or sub-contractors;
- c .Cancellation five (5) working days ahead of the event: 6 % (excl. VAT) of the total budget submitted by INS, including pre-production, production and post-production fees and costs, as well as all reimbursable costs which will then not be recovered by or reimbursed to INS by its providers and/or sub-contractors;
- d. Cancellation four (4) working days ahead of the event: 8 % (excl. VAT) of the total budget submitted by INS, including pre-production, production and post-production fees and costs, as well as all reimbursable costs which will then not be recovered by or reimbursed to INS by its providers and/or sub-contractors;
- e. Cancellation three (3) working days ahead of the event: 10 % (excl. VAT) of the total budget submitted by INS, including pre-production, production and post-production fees and costs, as well as all reimbursable costs which will then not be recovered by or reimbursed to INS by its providers and/or sub-contractors;
- f. Cancellation two (2) working days ahead of the event: 15% (excl. VAT) of the total budget submitted by INS, including pre-production, production and post-production fees and costs, as well as all reimbursable costs which will then not be recovered by or reimbursed to INS by its providers and/or sub-contractors;
- g. Cancellation one (1) working day ahead of the event: 20 % (excl. VAT) of the total budget submitted by INS, including pre-production, production and post-production fees and costs, as well as all reimbursable costs which will then not be recovered by or reimbursed to INS by its providers and/or sub-contractors.