Please read these terms & conditions carefully before using our services. Using our services indicates that you accept these terms. This notice is issued by Upper Side.
These general conditions apply to all offers, agreements and resulting deliveries and services of whatever nature between us and the customer. They always prevail over any customer’s general conditions. By virtue of placing an order, the customer declares to be in agreement with these conditions. Derogations or supplements only become binding when agreed between the parties in writing.
All our verbal and written offers and associated quotations are free of any obligation. Quotations can be changed as a result of an unforeseen change in the activities.
3. WRITTEN CONFIRMATION
Orders must be confirmed in writing by the customer. If the customer fails to do this, the order is confirmed by us and if no objection is submitted within eight days of receipt, the content of the confirmation becomes binding. If neither party confirms the order in writing, and we have started carrying out the order with the approval of the customer, the customer is considered to have placed the order in conformity with the quotation.
4. COMPETITION/MULTIPLE AGENCIES
Should the customer wish to simultaneously assign the same order to a number of agencies, he must inform all advertising agencies involved of this. On our request, the customer must mention to which other agencies the order has been assigned.
5. PROVISION OF INFORMATION
The customer is bound to make every effort that is reasonably required or desirable to allow us to make an on-time and correct delivery, in particular the provision in good time of complete, correct and clear information and/or the necessary materials.
6. USE OF OTHER SUPPLIERS
Orders granted to third parties including printing companies, media organisations, broadcasters, content and service providers, etc. involving the duplication or making public of the subject of the contract are provided by or on behalf of, and by order of and for the account and risk of the customer. We remain available for consultation concerning the execution of the order as necessary. On the request of the customer we can act as an authorised representative at the risk of the customer and under conditions to be agreed upon. The carrying out of our order also comprises acceptance by the customer of the general conditions of the third parties we use for the order.
If no detailed acceptance procedure per development phase is agreed upon, before making public and/or duplication is proceeded with, the parties will give each other the opportunity to examine the last proof, revised proof or the last prototype of the order and approve it and sign it for acceptance. Should such official agreement prove impossible due to a lack of time beyond our control, the customer bears any risk.
8. PERIOD OF COMPLETION
Any periods mentioned by us for the completion of an order are purely indicative unless it is explicitly mentioned that this is an ultimate deadline. Should a period be indicated for the completion of an order, we only become in default after the customer has informed us of such by registered mail. Exceeding the indicated period gives no rise to the payment of compensation or only partial payment of the original invoice sum by the customer.
9. PROPRIETARY RIGHTS
Unless and until explicitly otherwise agreed, all material proprietary rights as well as all intellectual property rights associated with the provisional and/or final design for publicity, artistic, photographic, digital, electronic and other production work and domain names, accounts, creations, layout, designs as well as those relating to reproductions of such will exclusively remain in our possession.
Any transfer of these rights to the customer is limited to the contractually established purpose, numbers, territory and duration, and applies with the reservation of the prior payment of the invoiced rights.
Unless explicitly agreed otherwise, we guarantee to be in possession of the copyrights, licences or user rights with respect to the work or services supplied by us. Material submitted by the customer for reproduction or integration in the ordered creation is considered to be in compliance with the prevailing laws on copyrights and other intellectual property rights. The customer will hold us harmless against any claims from third parties with respect to this material within the context of the order.
10. CREDIT – PRICES
We are entitled to sign and/or provide our creations with our identification in conformity with the rules for professional use. On our request and after mutual consultation concerning procedures, the customer will credit us with the work to be duplicated and/or made public. Prices designated for the creation are nominative.
The customer may not make changes to the provisional or final creations without our written agreement. We cannot deny this agreement if the request is reasonable. In the case of any change desired by the customer, we must first be given the opportunity to make such a change. A payment must be made for this based on our customary rates.
12. FEE IN CASE OF CHANGED ORDERS
If due to late or non-delivery of full, proper and clear information/materials or due to a changed or incorrect order and/or briefing we are required to carry out extra or other activities, we reserve the right to charge for these activities separately.
13. PAYMENT OBLIGATIONS
Unless stipulated otherwise in writing, our invoices are always payable to our registered office within thirty (30) days of the invoice date. If after the expiry of this period we have still received no (complete) payment, the customer becomes in default and owing statutory interest of 1% a month. Administrative, extrajudicial and legal collection costs due to late payments are charged to the customer. Administrative and/or extrajudicial costs are set at a minimum of 15% of the invoice sum with a minimum of €100.
Complaints about invoices are only valid if received by registered mail within five (5) business days after the date of the invoice concerned.
14. PERIODIC PAYMENTS
During the course of an order we are entitled to charge periodic payments for the activities within the bounds of reasonableness.
Should the customer not comply with his payment obligations, all rights transferred by us to the customer under the contract are suspended up to the time of compliance with these payment obligations. In such a case the customer may not make use of the creations made available to him.
16. WITHDRAWAL OF THE ORDER
Should the customer withdraw a placed order, the customer must pay the full fee that would have been due to us on the full completion of the order, as well as all additional costs incurred up to that time, without prejudice to our right to recover all damages suffered from the customer.
17. LONG-TERM AGREEMENTS
When our activities consist of repeated activities of a similar nature for the customer, such an agreement will apply for an indefinite period unless otherwise agreed in writing. This agreement can only be ended by notice of termination by registered mail, while observing a reasonable period of notice of at least three (3) months.
18. FORCE MAJEURE
In a case of force majeure, whereby we cannot reasonably be required to further carry out the order, we are entitled to cease carrying out the order or suspend its execution without being bound to pay any damage payments or being bound by any guarantee. In this case we are entitled to the fee for work performed up to that time, and compensation for costs incurred up to that time. We will make the achieved results available to the customer. If due to the behaviour or actions of the customer a situation should arise in which we cannot reasonably be required to further carry out the order, besides the right to cease carrying out the order we become entitled to the fee to be charged for the whole order.
We can never be held liable for errors in the result of the order if the customer, as specified in article 7, has carried out a control of and approved the order.
The customer bears the risk of misunderstandings or errors with regard to the execution of the agreement if they result from or are caused by actions of the customer, such as in the case of the late or non-delivery of full, proper and clear information/materials.
The customer also bears sole liability for legal consequences of activities he has ordered and approved, and their conformity with the various legal provisions including trading practices and privacy laws. Our liability for damage resulting from an agreement with a customer is always limited to the amount of the fee due to us for the order concerned. Any claim for compensation must be submitted to us by registered mail within eight (8) calendar days of the occurrence of the damage-causing event.
Under no circumstances whatsoever can we be held liable for indirect damage such as financial damage, commercial damage, loss of profit or income or loss of information. Neither can we be held liable for material entrusted to us by the customer within the context of carrying out our order or otherwise.
20. BELGIAN LAW
The agreement between us and the customer is subject to Belgian law. In the event of disputes only the law courts of the district of our registered office are competent.