Terms and Conditions

 Article 1. Definitions

In these general terms and conditions, the following definitions apply:

a. The term 'General Terms and Conditions' is understood to mean all the provisions as included below;

b. Wonder Media: the legal entity Wonder Media Productions bvba registered with the Cross Roads Bank for Enterprises in Belgium under registration number: RPR 0630.951.841;

c. Client: the natural person or legal entity who has concluded an Agreement with Wonder Media for the delivery of a Production, as defined below;

d. Contractor: Wonder Media, who performs the assignment for a Production as referred to under f. and has accepted or issued an offer prior to such assignment;

e. Agreement: the written and duly signed contract concluded between the Client and Contractor;

f. Production: the creation, development, and production of works of art and related services by Contractor as specified in the Agreement.

 Article 2. Applicability

1. These general terms and conditions apply to all offers, quotations, agreements and production work between the Contractor and the Client.

2. General terms and conditions of the Client, or of third parties, never apply to offers, quotations, agreements and Production work with the Contractor, unless explicitly agreed in writing that the general terms and conditions of the Client or third party will apply.

3. If it should appear that any article of these general terms and conditions or parts thereof are invalid, that does not affect the legality of the other articles or parts thereof.

 Article 3. Offers and quotations

1. Quotations, offers, recommendations, and any announcements made by the Contractor are without obligation, unless the Contractor has stated in writing that these actions are not without obligation.

2. The designs, formats, content descriptions, script summaries, 3D models and other art work, and, if applicable, technical specifications forming part of a quotation, offer, advice, quotation, budget, or pre-calculation have the nature of a proposal, showing an indication of the Production being discussed.

3. The mere issuance of a quotation, budget, estimate or similar notification, whether or not indicated with a quotation, does not oblige the Contractor to conclude an Agreement with the Client.

 Article 4. Agreement

 1. The Agreement is concluded at the moment that the Contractor sends an order confirmation to the Client, or the Agreement drawn up by the Contractor or the Client has been signed by the Client, has been sent and has been received by the Contractor. The confirmation is deemed to represent the Agreement correctly and completely.

2. Changes in the Agreement and additions to the Agreement can only be made in writing, unless the Contractor explicitly states otherwise.

 Article 5. Execution of assignment

 1. The Contractor will always carry out the assigned production to the best of its capabilities and in accordance with the requirements of good workmanship. The Contractor always determines in which way the Production is executed. However, he will take the wishes expressed by the Client into account as much as possible.

2. The Contractor will only perform activities for which it can bear the responsibility in relation to a professional execution of the Production according to industry standards. The Contractor has a best efforts obligation with regard to the execution of the Production. The intended result of the Production is not guaranteed by the Contractor.

3. The Client is obliged to make available to Contractor all information (including digital files) and documents, which the Contractor indicates necessary for the correct execution of the assigned Production, in time in the form and manner desired by the Contractor.

4. The Client is obliged to immediately inform the Contractor of facts and circumstances that may be relevant in connection with the execution of the Production.

5. The Client guarantees the correctness, completeness and reliability of the data made available to the Contractor (for example, digital files) and documents.

6. The additional costs resulting from the delay in the execution of the Production result from the non-delivery, late or improper availability of the requested data (i.e. digital files) and documents, are at the expense of the Client.

7. In the event that the Client provides or has provided insufficient or incorrect information to the Contractor, the Contractor shall be entitled to dissolve the Agreement and hold the Client liable for any resulting damage. 

 Article 6. Additional work

 1. All changes to the Production, either on behalf of the Client or due to whatever circumstances, which make additional work necessary that involves extra costs, will be considered additional work, which is invoiced accordingly to the Client.

2. In the event that the Contractor, due to circumstances at the time of the quotation or the order confirmation unknown, has to do more work than initially agreed, the Contractor is entitled to charge the Client the resulting extra costs.

3. If the Client cannot agree with the additional costs involved, he has the right to cancel the part of the order that has not yet been executed.

 Article 7. Cancellation

The Client is entitled to cancel an agreement before the Contractor has commenced with the execution of the Production that is subject of that the agreement, provided that he compensates the damage incurred for the Contractor. This damage includes the losses incurred by the Contractor and lost profits and in any case the costs already incurred by the supplier (whether or not in preparation), including but not limited to the costs of reserved production capacity and purchased materials.

 Article 8. Price

1.   All quoted prices are exclusive of value added tax (VAT) and other levies imposed by the government.

2.  All quoted prices are exclusive of transport, insurance costs and costs of third parties to be engaged, unless stated otherwise in the quotation.

2. The price quoted by the Contractor for the deliverables to be supplied shall only apply to the execution and delivery in accordance with the agreed specifications. The prices are based on cost-determining factors applicable at the time of the quotation or price quotation.

 Article 9. Payment

 1. Unless otherwise agreed, the Client must pay the price and the other amounts owed pursuant to the agreement within 14 days of the invoice date, without being able to invoke settlement on suspension.

2. If the Client does not pay on time as mentioned in paragraph 1 of this article, this constitutes a default and the statutory interest will be due on the then outstanding invoices. The Contractor is entitled to charge a twelfth part of this interest on every month or part of a month in which the Client has not, or has not fully fulfilled, his obligation to pay.

3. In the event of overdue payment as referred to in paragraph 1, the Client shall be obliged to pay, in addition to the amount owed and the interest due, full compensation of extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and debt collection agencies. The extrajudicial costs are set at a minimum of 15% of the principal sum with interest with a minimum of € 200.

4. In the event of liquidation, bankruptcy or suspension of payment of the Client by court order, the obligations of the Client will be immediately due and payable.

 Article 10. Delivery and retention of title

 1. Unless otherwise agreed, the delivery takes place at the place where the Contractor carries out his business.

2. The Client is obliged to fully cooperate with the delivery of the products or services to be delivered by the Contractor under the Agreement. The Client shall be in default, if he fails to collect the goods to be delivered after the first request from the Contractor, or if the delivery has been agreed to at his address, and he refuses to accept the goods to be delivered. Furthermore, the Client will also be in default, if he does not take the services on the agreed date.

3. Any delivery of goods or the provision of services by the Contractor to the Client shall take place subject to the right to property under the law until the Client has done everything that he has been obliged to do under the agreement, including interest and costs.

4. In the event that transport of the goods to be delivered has been agreed, this will be at the expense of the Client. The client always bears the risk during transport. Transport also includes the transmission of data by means of a digital network and any comparable transmission by means of any technical (auxiliary) means.

5. The Contractor is not charged with the storage of the items to be delivered, unless this has been explicitly agreed. In the event of storage, this will always be at the risk and expense of the Client. 

Article 11. Delivery time

1. The agreed production period starts on the date on which the order is received by the Contractor, or otherwise when explicitly agreed in writing between Contractor and the Client.

2. The period stated by the Contractor for the completion of the production is indicative, unless explicitly agreed otherwise in writing.

3. Exceeding agreed delivery times for whatever reason does not give entitlement to compensation, unless otherwise agreed in writing.

 Article 12. Trailers, models, sample art, sizzle reels

 1. The client is obliged to evaluate designs, models, sample art, sizzle reels and other intermediate products received by the supplier, whether or not at his request, and to provide feedback to the Contractor.

2. Approval of designs, models, sample art, sizzle reels and other intermediate products by the Client shall deemed to be recognition that the Contractor has adequately performed the work preceding these intermediate deliveries.

3. The Contractor is not liable for deviations, errors and defects that have gone unnoticed in the designs, models, sample art, sizzle reels and other intermediate products approved or corrected by the Client.

4. Each design, model, sample art, sizzle reel and other intermediate product produced at the request of the Client will be charged in addition to the agreed price, unless it has been explicitly agreed that the costs of these intermediate products are included in the price.

  Article 13. Intellectual property

1. All intellectual property rights on all works of art manufactured by the Contractor, such as designs, models, animated characters, scripts, storyboards, backgrounds, sizzle reels, drawings, logos, concepts, formats, computer software (including GUIs), data files, digital recordings, and sound files are exclusively held by the Contractor, unless explicitly agreed otherwise in writing between the Client and the Contractor.

2. The Contractor is not obliged to transfer the rights referred to the works of art in the first paragraph of this article to the Client or, if such transfer is not possible on the basis of any legal provision, to waive these rights, unless explicitly agreed otherwise in writing.

3. The Client will only acquire the rights of use and powers that are explicitly granted in the agreement between the Client and the Contractor and under these terms and conditions.

4. The Client is not permitted to remove or change any designation concerning copyrights, brands, trade names or other intellectual property rights from software, from other data carriers or from digital media.

5. The Client is permitted to take technical measures to protect digital media and, if applicable, software. In the event that the Contractor has secured the digital media and software by means of technical protection measures, the Client is not permitted to remove or circumvent this protection(s).

6. The Client guarantees to the Contractor that the Client is the copyright owner of all items provided by the Client for the inclusion or use in the Production, including but not limited to logos, photographs, graphics, music, film, sound files and texts, or that permission is obtained from the relevant copyright owner(s)and/or of the relevant trademark holders in relation to these items.

7. The Client indemnifies the Contractor against all claims of third parties on account of infringement of intellectual property rights with respect to the items supplied by the Client to the Contractor as mentioned above.

8. The Client indemnifies the Contractor against all claims of third parties in the unlikely event that the Client fails to comply with what he has guaranteed in accordance with paragraph 6 or that the Client has incorrectly provided the aforementioned guarantee.

 Article 14. Liability

1. Except for intent or gross negligence on the part of the Contractor, the Contractor shall never be liable for any form of damage, including additional compensation in any form whatsoever, compensation for indirect damage or consequential loss or damage due to lost turnover or profit.

2. Also applies as additional damage limiting circumstance that the contractor is never obliged to compensate more damage than the value or the financial interest of the agreement and the contractor is never obliged to compensate more damage than the damage that the contractor receives from its supplier.

3. The Client indemnifies the Contractor against all claims for compensation from third parties that may arise from damage that has arisen in any way whatsoever by the unlawful or careless use of the products or services delivered by the Client to the Contractor.

4. The Contractor is not liable for damage of whatever nature that arises because or after the Client has used the goods or services that have been taken into use after delivery, has used or processed them, or has it delivered to third parties.

5. The contractor is never liable for damage in any form whatsoever caused by sending confidential or secret information. In addition, the Contractor is never liable for the security or abuse by third parties of data that is stored.

6. In spite of the fact that the Contractor pays the utmost attention to the reliability and topicality of the data, inaccuracies may occur. The Contractor is not liable for the consequences of the take-over by contract parties or third parties of data supplied or passed on by the Contractor. Contractor is not liable for damage resulting from inaccuracies, problems caused by or inherent in the dissemination of information via internet as well as due to technical malfunctions.

 Article 15. Confidentiality

 1. The parties undertake to maintain confidentiality regarding all confidential information ('know-how') that they receive back and forth about each other's company. The parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the agreement between the parties.

2. Information shall in any case be regarded as confidential, if this has been communicated by the other party, designated as such or if this results from the nature of the information.

Article 16. Applicable law

 1. The agreement between the Contractor and the Client is governed by Belgian law to the exclusion of the law of other states.

2. The competent court in Antwerp shall have jurisdiction to hear disputes between parties to the exclusion of other courts.

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