Terms & Conditions
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General Terms and Conditions
Article 1. General Provisions
1.1 These general terms and conditions (hereafter: “General Terms and Conditions”) describe the terms and conditions that are applicable to any agreement between (hereafter: “Customer”) and Christopher Ward, with address in Belgium, Astridlaan 466/1, 8310 Bruges, registered in the Belgian Crossroadbank for Enterprises under the company number 0820.184.191 (hereafter: “Chris Ward”). These General Terms and Conditions, along with any agreed upon specific terms (if any) which shall prevail over the General Terms and Conditions (hereafter: “Specific Terms”) and attachments, shall together form the agreement (hereafter: “Agreement”) between parties.
1.2 Every offer is without obligation until the moment of acceptance by the Customer, either by signing the Agreement manually or electronically (e.g. by confirmation through e-mail message). By such confirmation, an Agreement is deemed to have been fully and legally concluded. Starting from the day of dispatch, every offer will be valid during a period of 14 days. Beyond the expiry of that period, Chris Ward will be entitled to make a new offer with other terms and conditions. A notification of acceptance beyond the aforementioned term shall not be valid, unless Chris Ward explicitly agrees with such late acceptance.
1.3 Entering into an Agreement with Chris Ward implies the acceptance of the Customer of these General Terms and Conditions. This implies that the Customer completely waives the application of any other terms and conditions. Amendments to the Agreement are only effective if mutually agreed upon in writing.
1.4 For the purpose of these General Terms and Conditions, “Works” shall mean all works that are provided by Chris Ward to the Customer as part of the Agreement. Depending on the circumstances, such Works may consist of personal artwork by Chris Ward that is licensed to the Customer under the agreed upon license terms, or Customer-specific deliverables as prepared as part of the contractually agreed upon services as defined in the Special Terms (hereafter: “Services”), that may be licensed to the Customer under the agreed upon license terms.
Article 2. Performance of Services: general
2.1 This article is applicable insofar the Agreement entails the provision of Services to the Customer as defined in the Specific Terms.
2.2 The Customer relies on the expertise of Chris Ward in order to benefit from the Services. Parties will define the scope of the Services in the Specific Terms. Customer will provide all information as reasonably requested by Chris Ward in order to allow a clear definition of the scope of the Services.
2.3 Chris Ward and the Customer can agree to an indicative time schedule regarding the performance of the Services. Such time schedules are always indicative and the expiry of any timing can never be qualified as a breach of the Agreement.
2.4 The Customer agrees to share as much relevant information as possible about their subjective expectations regarding the Services, such as but not limited to, preferences in terms of style, quality, finish, lighting, post-processing, etc. Chris Ward is free to take these preferences into account to the extent reasonably possible, also taking into account, among other things, the nature of the assignment, the technical possibilities and the agreed budget. If the Customer requests that certain self-supplied materials are used in the context of the Services, the Customer warrants and represents that such materials do not infringe any third-party rights.
2.5 Chris Ward's performance of the Agreement is considered an obligation of effort and not an obligation of result or guarantee. Accordingly, Chris Ward makes all reasonable efforts to perform the Agreement with the necessary expertise that may be expected of a professional branding agency and photo/videographer.
2.6 Notwithstanding the nature of the Services, Chris Ward will be fully allowed to provide his services to any third party worldwide and he will under no circumstances be bound by any obligation of non-competition.
2.7 Unless otherwise agreed, the Services include the digital editing of the materials by Chris Ward after its capture, and the delivery of the finalized Works, and under the conditions described in these General Terms and Conditions. The Works created by Chris Ward and received by the Customer are strictly limited to the edited and finalized materials, and do not include the unedited RAW files, nor the editable source files, nor the individual parts or layers of a Work, unless specifically agreed otherwise in the Specific Terms.
2.8 If the Customer is asked for feedback on preview versions of the Works, the Customer accepts that his approval of such preview versions constitutes acceptance of the state of the Works, so that any visible non-conformities regarding such previews are accepted by the Customer.
2.9 The finalized Works are provided to the Customer exclusively through digital media. No physical carriers are provided, unless agreed otherwise.
2.10 If the price (or part of it) for the Services is fixed, it is geared to the estimated work time and any costs already estimated as a function of the contractually agreed order as defined in the Special Conditions. The agreed budget does not take into account requirements, wishes, preconditions or expectations that do not belong to the scope of the Services, or that were not made fully or sufficiently clear to Chris Ward at the time of entering into the Agreement (hereinafter: "Additional Services"). For example, without being limited thereto, the following is considered Additional Services: requests for adjustments or extra services after the Customer's acceptance of the Services already performed; requests for adjustments or extra services that are only communicated after the Agreement has been concluded or after the provision of the agreed upon Services has commenced; requests for adjustments or extra services that are apparently prompted by new or changed subjective preferences of the Customer that were not made sufficiently clear to Chris Ward at the time of the conclusion of the Agreement; extra services that Chris Ward must perform unexpectedly because the Customer had not provided the necessary information in advance.
Article 3. Performance of Services: hosting
3.1 This article is applicable if the Service includes the hosting of the Works on a dedicated hosting environment where the Customer is provided online access (hereafter: “Hosting”).
3.2 Unless agreed otherwise in the Specific Terms, all Works are made available by Chris Ward on a dedicated Hosting environment for a period of one month from the formal delivery of the finalized Works. During this initial period, the Customer is able to download all Works to his own devices free of charge.
3.3 Customer understands that the Hosting is provided “as is” and “as available” according to the best efforts of Chris Ward, and that no warranties are given regarding uptime and the fixing of bugs and errors.
3.4 After the initial period as mentioned in the second paragraph, Chris Ward no longer ensures the Hosting and he cannot be held liable for the unavailability of the Works on the Hosting environment.
3.5 The Customer may nonetheless request access to Chris Ward to specific Works on the Hosting environment after the initial period as mentioned above, for which Chris Ward may request the prior payment of a retrieval fee of 100 EUR (excl. VAT) per requested file.
Article 4. Payment
4.1 The pricing arrangement for the provision of the Services is determined and agreed upon in the Specific Terms, without prejudice to the possibility of charging fees for Additional Services. Additional pricing arrangements for a license are either determined in the Specific Terms or in any other document as indicated by Chris Ward. If no distinction is made between the fee for the provision of the Services and a license fee, any license fee shall be deemed to be included in the agreed upon fees for the Services.
4.2 The Customer shall pay each invoice submitted by Chris Ward, within 30 calendar days of the date of the invoice, unless another payment term is mentioned on the invoice. Any protest from an invoice from Chris Ward shall be made by means of a reasoned and registered letter sent to the address of Chris Ward, within 14 calendar days of receipt of the invoice by the Customer. In the absence of such protest, the Customer shall be deemed to have accepted the invoice and the invoiced Services.
4.3 In case of non-payment by the Customer within the agreed payment term:
- Chris Ward is entitled to suspend further performance of the Agreement until the date of full payment.
- Chris Ward is entitled to suspend the right to use the Works until the date of full payment of the amounts due.
- The Customer will, if acting as a consumer, receive a first free payment reminder stating the potential costs as mentioned below in case of persistent non-payment. The Customer-consumer must then pay the outstanding amounts no later than 14 days after the payment reminder is sent. In case of non-payment within this period, Chris Ward is entitled to a conventional late payment interest at the interest rate determined in accordance with the Belgian statutory interest rate, as well as a fixed damages compensation calculated as follows towards the Customer-consumer:
• Debts up to and including 150.00 EUR: 20.00 EUR.
• Debts between 150.01 EUR and 500.00 EUR: 30.00 EUR plus 10% on the tranche between 150.01 EUR and 500.00 EUR.
• Debts above EUR 500.01: EUR 65.00 plus 5% on the tranche above EUR 500.01, with a maximum of EUR 2,000.00.
- If the Customer acts in the capacity of a company, Chris Ward will be automatically entitled, without the need of a notice of default, from the due date of the invoice, to a conventional late payment interest at the interest rate determined in accordance with the Belgian statutory interest rate, which if the Customer is a company is determined in accordance with the Belgian Act of August 2, 2002 on combating late payment in commercial transactions, as well as a fixed damages compensation of 10% of the amount due, with a minimum of 150.00 EUR. The Customer waives his right to suspend payment of any amount in the event of a claim or complaint of his own.
4.4 If the Services are performed on behalf of two or more natural or legal persons, each of these persons shall be jointly and severally liable for the full performance of the obligations arising from the Agreement.
4.5 In the event that the contractual relationship is terminated, Chris Ward may apply set-off between all mutually established claims with the Customer, irrespective of the time at which the claims in question become due and payable, in accordance with the provisions of Article 14 of the Financial Securities Act of 15 December 2004.
Article 5. Intellectual Property
5.1 "Intellectual Property Rights" refers to all existing and future intellectual property rights, including but not limited to copyrights, trademarks, trade names, designs, patents, applications for protection related to these rights, and all extensions and renewals thereof. It also includes know-how, trade secrets, and any other legally applicable protection rights worldwide.
5.2 All Intellectual Property Rights concerning the Works, as well as all preparatory materials, know-how, templates, visuals, trade names, trademarks, logos, databases, and other proprietary elements, remain the exclusive property of Chris Ward.
5.3 Unless otherwise agreed in the Specific Terms, and upon timely payment of all amounts due, Chris Ward grants the Customer a non-exclusive, non-transferable, and non-sublicensable license to the following economic rights (as part of Chris Ward's copyright) in connection with the Works: the right to reproduce and publicly communicate the Works for the Customer's private use (if the Customer is a consumer) or for the Customer's business purposes (if the Customer is a corporation). The fees for this license are included in the billing to the Customer. The license is valid for the duration of the applicable intellectual property right and is subject to the termination terms outlined in Article 7.
5.4 This license is geographically limited to the Customer's country of residence or registered office unless otherwise agreed.
5.5 The license does not extend to any material that is preparatory in nature (such as previews of Works), refunded, or disapproved by the Customer.
5.6 Unless otherwise agreed:
- The Customer may not modify the Works without prior written permission from Chris Ward.
- The Customer may not redistribute or sublicense the Works for profit without prior written permission from Chris Ward.
5.7 No additional licenses or assignments of Intellectual Property Rights beyond those explicitly mentioned herein can be inferred. Any broader license or assignment of Intellectual Property Rights must be established through a separate written agreement, such as the Specific Terms.
5.8 The Customer agrees that its company name, trade name, logo, or trademarks may be published on Chris Ward’s website and social media pages and used in other marketing materials.
Article 6. Liability
6.1 Chris Ward shall not be liable for any damages caused by negligent acts, omissions, or breaches of the agreement by the Customer, its employees, contractors, or any other individuals acting on the Customer’s behalf.
6.2 Chris Ward disclaims all warranties, explicit or implicit, including but not limited to guarantees regarding the quality or suitability of the Services.
6.3 Chris Ward shall not be liable for minor deviations in the Works, such as, but not limited to, slight color differences between digital and physical photographs or minor printing variations.
6.4 If a separate agreement grants a license for unfinished Works, the Customer acknowledges that such unfinished Works do not reflect the final deliverables typically provided by Chris Ward. Therefore, Chris Ward cannot be held liable for the quality or completion of such unfinished Works.
6.5 Except in cases of fraud or willful misconduct, Chris Ward shall not be liable for indirect or consequential damages, including but not limited to loss of revenue, profit, expected savings, reputational harm, data loss, increased costs (such as overhead or personnel expenses), or business disruptions.
6.6 Except in cases of fraud or willful misconduct, the total contractual and extra-contractual liability of Chris Ward towards the Customer is limited to the amount covered by Chris Ward’s liability insurance. Additionally, the total liability of Chris Ward for all claims during the Agreement’s term shall not exceed the total amount invoiced to the Customer under the Agreement in the year preceding the claim.
6.7 If Chris Ward is temporarily unable to fulfill the Agreement due to Force Majeure, performance of the Services may be suspended without liability for damages until the Force Majeure situation is resolved. If the Force Majeure situation persists for more than three consecutive months, Chris Ward may terminate the Agreement in whole or in part by written notice, without judicial intervention or liability for damages. This does not affect the Customer’s obligation to pay for Services rendered before the Force Majeure event.
Article 7. Termination
7.1 Chris Ward may, at its sole discretion and without judicial intervention, terminate the Agreement in the event of a material breach by the Customer that remains unrectified within 15 days following written notice of default. Such breaches include, but are not limited to, the non-payment of an invoice by the due date. In the event of a violation by the Customer of Articles 5 to 7, no prior notice period shall be required, and Chris Ward shall have the right to immediately terminate the Agreement by providing written notice to the Customer.
7.2 Unless otherwise agreed, the Customer acknowledges that events such as bankruptcy, liquidation, dissolution, or a change of control (e.g., acquisition of a majority of the Customer’s shares by a third party) shall automatically result in the termination of the Agreement, unless Chris Ward explicitly waives this right and continues the Agreement at its discretion.
Article 8. Miscellaneous
8.1 Any claims by the Customer against Chris Ward shall expire by operation of law if not brought before the competent court within one year from the date the Customer became aware or should have reasonably become aware of the facts giving rise to the claim.
8.2 If any provision of these General Terms and Conditions or the Specific Terms is found to be null, invalid, or unenforceable, it shall be enforced to the maximum extent permissible and shall not affect the validity of the remaining provisions. The null, invalid, or unenforceable provision shall be replaced by a legally valid provision with a similar economic effect, as mutually agreed upon by the parties in good faith.
8.3 Chris Ward retains the right to provide its Services to third parties without limitation, both during and after the term of the Agreement.
8.4 This Agreement, consisting of the General Terms and Conditions, the Specific Terms, and any additional attachments, constitutes the entire understanding between the parties and supersedes all prior agreements, statements, or representations, whether written or oral, related to the Services. Modifications to this Agreement shall only be valid if made in writing and mutually agreed upon by both parties.
Article 9. Applicable Law and Jurisdiction
9.1 This Agreement shall be governed exclusively by Belgian law, excluding international conflict-of-law rules, except where mandatory legal provisions apply.
9.2 All disputes arising from or in connection with this Agreement shall fall under the exclusive jurisdiction of the courts having material and territorial competence over Chris Ward’s registered address. However, if the Customer is acting as a consumer, territorial competence shall be determined in accordance with the Belgian Code of Civil Procedure.
If my general terms and conditions are not adequate please contact me for "Specific Terms & Conditions".
Should the provided general terms and conditions not meet your specific requirements, please reach out for access to "Specific Terms". Please be advised that an administrative fee will be applied, the amount of which will be determined by the extent of modifications and the number of additional provisions requested. Furthermore, project or hourly rates may be subject to adjustment based on the final "Agreement" terms of the engagement.