1. Parties to the contract
The term “Customer” refers to any natural or legal person who has requested the services of AESIR SRL for advice, graphic design, computer graphics, logos, brand images, websites, photos, videos, pictograms, layouts, etc.
The term “Third Party” refers to any natural or legal person who is not a party to the contract.
The term “Service Provider” refers to AESIR SRL, whose registered office is at Rue Chérombou 9, 5374 Havelange, registered under company number BE1001.139.770.
2. General
The purpose of these general terms and conditions of sale is to define the rights and obligations of the parties involved in the supply of services performed by the Service Provider for its Customers as part of its commercial activity of consulting, graphic design, computer graphics, logos, brand images, websites, photos, videos, pictograms, page layouts, etc.
The Service Provider reserves the right to modify its general terms and conditions of sale, its formulas and its rates at any time and without prior notice.
If the Customer is an individual, he/she acknowledges that he/she is of legal age in accordance with the laws of the country in which he/she resides.
The Customer using the services of AESIR SRL acknowledges that he/she has read and accepted without reservation the present general terms and conditions of sale and undertakes to respect the copyright of the creators working for AESIR.
Any special requests not covered by the quotation or order form must be the subject of a quotation accepted by the Customer and the Service Provider, and will be subject to a new quotation.
3. Customer’s responsibility
The Customer undertakes to provide accurate and truthful information and to notify the Service Provider of any changes to the data provided. The Customer shall be solely responsible for any malfunctions that may result from the transmission of erroneous information. The Customer must maintain a valid e-mail address.
4. Commitment of the parties
In general, the Customer and the Service Provider undertake to cooperate actively to ensure the proper performance of the contract. Each party undertakes to communicate any difficulties of which it becomes aware as the project progresses, to enable the other party to take the necessary measures.
4.1 The Customer
To enable the Service Provider to carry out its mission, the Customer undertakes to:
Draw up detailed specifications which will not be modified, except by agreement between the parties, once they have been approved by the Service Provider. In the event of modifications involving a substantial reworking of the initial specifications, these will be invoiced in addition to the initial estimate.
To provide the Service Provider with the estimate (dated, signed and stamped).
To supply all the elements, documents, graphics and text necessary for the successful completion of the contract, (in particular in the correct formats to be used according to the targeted media).
The customer undertakes to supply all the legal information to be added to the documents, and assumes responsibility for supplying the content of the documents he edits.
To hold the necessary rights to the elements supplied above. The sponsor alone may be held liable in this respect.
To collaborate actively in the success of the project by providing the Service Provider with all the information and documents required for a proper understanding of the needs and the proper execution of the services, in a timely manner.
Strictly comply with the technical and creative recommendations made by the Service Provider.
Guarantee the Service Provider against any action that may be brought against it due to the nature of the data or information (texts, images, sounds) provided or chosen by the Customer.
To pay all sums due to the Service Provider on time. Inform the Service Provider of any competition with other service providers.
4.2 The Service Provider
If necessary, the Service Provider may intervene in the drawing up of specifications, jointly with the Customer.
The Service Provider guarantees that the creations are legally available and are not encumbered by the rights of third parties, whether or not they are employees of the Service Provider, for the uses provided for under the contract.
The Service Provider undertakes to keep the Customer regularly and effectively informed of the progress of the project, in particular by means of validations submitted to the Customer.
With regard to confidentiality, the Service Provider undertakes to keep strictly confidential all information and documents of any kind whatsoever relating to the Customer, to which it may have had access in the course of carrying out the present assignment, throughout the duration of the present contract and even after its termination for any reason whatsoever.
5. Additional costs
Miscellaneous items that may be required to carry out the Service Provider’s services and that are not included in its offers are not included in the prices indicated. These include, for example, fonts, site hosting and domain names.
The following will be invoiced in addition: modifications requested by the customer during the course of the project, if these involve a reworking of the project. The textual content required to produce the product must be supplied by the customer.
Subject to the agreement of the Service Provider, an additional emergency fee (50% surcharge on the daily rate) will be invoiced for services performed at the Customer’s request outside the days and times defined in the “General” article, or in the event that the order is processed in priority to other orders currently being carried out by the Service Provider.
6. Quotation, commencement of work and deadlines
The order is only effective once the quotation has been accepted by both parties, and once the quotation has been signed by the customer and marked “bon pour accord”, and a deposit of 30% has been paid if the order exceeds €500.
This quotation therefore serves as a purchase order. This sum is non-refundable.
Work will not commence until all documents (signed quotation and 30% of the total amount paid) have been made available to the Service Provider.
If the Customer returns the quotation at a date later than the start date indicated on the document, the Service Provider is entitled to extend the delivery date by the number of working days exceeding the date indicated on the quotation (working days do not include weekends, public holidays, sick leave and vacation periods).
The delivery time for a job is given as an indication only. In particular, the Service Provider reserves the right to suspend, on one or more occasions, his intervention until the customer has fully met his obligations.
If the suspension of the Service Provider’s intervention exceeds 15 days, for one of the reasons mentioned above, the Service Provider is authorized, at its best convenience, either to terminate the order to the detriment of the customer, or to subject the resumption of services to the payment by the customer of an additional indemnity to the cost of the work ordered corresponding to 10% of the sums still to be invoiced.
7. Validations
After the creation phase(s) of the project, the Customer undertakes to send the Service Provider his validations clearly and explicitly by email.
In the absence of a validation or a request for modification of the mock-ups by the Customer within 8 working days, they will be considered as validated by both parties. Work completed, delivered and tacitly validated implies that the sums corresponding to this work are due.
8. Invoices and payment
Unless additional time for payment is clearly granted, payment of the invoice is due on the date of delivery after it has been issued.
Certain projects will be subject to 3-step payment terms: 30% on order, 30% within 30 days (from date of invoice) and the remaining 40% on delivery. Payment is to be made by bank transfer to AESIR SRL.
Any delay in payment will result in a surcharge of 1.5% per month, automatically and without prior notice, plus a fixed and irreducible penalty of 10%, with a minimum of 75.00€. In addition to this interest, the amount of our invoices may also be increased by €12.50 for a letter sent and €25 for the travel of a person. Legal costs and any defense costs will also be charged to the debtor.
In accordance with article 32.15 of the law of 14/07/1991 on trade practices, it is hereby specified that the present general contractual conditions are reciprocally applicable between the parties. Any dispute, to be admissible, must be notified within a week, by registered mail, on receipt of the invoice. In the event of a dispute, the courts of Brussels shall have sole jurisdiction.
9. Deposit and cancellation of order
In the event of early termination of the contract by the Customer, the latter formally undertakes to settle and remunerate the amounts relating to the current schedule, to jobs completed or in progress, and to additional services performed.
All copyrights remain the exclusive property of the Service Provider, with the exception of data supplied by the Customer. The files and source data created and used by the Service Provider cannot be claimed by the Customer without a financial contribution.
All original files and rejected projects remain the property of the Service Provider. Source files and data created and used by the Service Provider cannot be claimed by the Customer without an additional financial contribution to be agreed. Mock-ups and, more generally, all original works remain the property of the Service Provider, as do rejected projects.
The deposit already paid shall remain the property of the Service Provider, constituting compensation for the work undertaken.
10. Incapacity for work
In the event of incapacity for work as a result of illness or accident, the Service Provider reserves the right to modify the current schedule without the Customer being entitled to claim compensation. It is understood that the Service Provider is obliged to notify the Customer on the first working day of his incapacity.
11. Ownership of work carried out
All production and related rights, which are the subject of the order, remain the full and exclusive property of the Service Provider until invoices issued are paid in full by the Customer, up to the total amount of the order and any amendments made during the course of the service.
As a corollary, the Customer will become the assignee of the right to reproduce and communicate to the public the creations assigned, in accordance with the quotation, as from final payment and settlement of all invoices issued by the Service Provider in connection with the order.
Unless otherwise specified in the quotation, production and source files remain the property of the Service Provider. Only the finished product will be sent to the Customer. In the absence of such mention and if the Customer wishes to have the source codes of the documents, an amendment to this document must be concluded.
The work carried out by the Service Provider, in particular preliminary studies, remains confidential and may under no circumstances be passed on by the Customer to a third party without the prior agreement of AESIR.
12. Principles of assignment
The reproduction and republication of the Service Provider’s creations are subject to the collection of copyright in accordance with the Code of Economic Law. The transfer of these rights concerns only the use specifically intended. Any subsequent or different use requires a new agreement. Modifications or interpretations of graphic creations, computer graphics, logos, brand images, websites, photos, videos, pictograms, layouts, etc. may not be made under any circumstances without the consent of the Service Provider. The signature may not be removed without the agreement of the Service Provider.
An idea proposed by the Customer does not in itself constitute a creation. Modifications or interpretations of one of the Service Provider’s graphic creations may not be made under any circumstances without the Service Provider’s consent.
13. Reproduction and distribution rights
Reproduction rights are calculated according to the distribution and use of the creation. They may be transferred globally, as a lump sum or partially. Any request for the transfer of file copies will be subject to invoicing with immediate payment, after agreement by the Service Provider, and must comply with strict rules of use. Each separate adaptation of the original work will be subject to a new transfer of copyright, whether or not this is carried out by the Service Provider. For each new edition, the amount of the rights must be updated.
In order to enable the Customer to freely exploit the service provided within the framework of its business, all economic rights relating to the Service Provider’s creation under the project will be entirely and exclusively assigned to the Customer, for distribution on the media specifically addressed at the time of the order, upon effective payment of the fees due in full.
14. Copyright and commercial mention
Unless explicitly stated otherwise by the Customer, the Service Provider reserves the right to include a commercial mention in the production clearly indicating its contribution, such as the formula “Created by Aesir”, accompanied, when the medium permits, by a hypertext link pointing to the commercial site of its activity(https://aesir-agency.com/).
15. Right of publicity
The Service Provider reserves the right to mention the work carried out for the Customer on its external communication and publicity documents (website, portfolio, etc.) and when canvassing for business.
16. Force majeure
The parties may not be held liable or in breach of their contractual obligations where failure to perform their respective obligations is due to force majeure; the contract between the parties is suspended until the causes giving rise to the force majeure have ceased to exist.
Force majeure takes into account irresistible facts or circumstances, external to the parties, unforeseeable and independent of the parties’ will, despite all reasonably possible efforts to prevent them. The following are also considered to be cases of force majeure: blockage of means of transport or supply, earthquakes, fires, storms, floods, lightning, stoppage of telecommunication networks, and in particular all networks accessible via the Internet, or difficulties specific to telecommunication networks external to the parties.
The party affected by the force majeure will notify the other within five working days of becoming aware of the situation. The two parties will then agree on the conditions under which performance of the contract will continue.
17. Dispute resolution
The contract is governed by Belgian law. Any dispute relating to the validity, interpretation, performance or termination of this agreement shall fall within the exclusive jurisdiction of the French-speaking company court of Brussels. The parties agree, however, to submit their dispute to mediation prior to taking any action. To this end, the parties undertake to attend at least one mediation meeting, delegating to it a person with decision-making authority; the mediator will be chosen by the parties from among the approved mediators, whose cost of intervention will be shared equally between the parties.