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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 you (hereafter: “Customer”) and Christopher Ward, with address in Belgium, Astridlaan 466/1, 8310 Bruges, registered in the Belgian Crossroad bank 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 include the hosting of the Works on a dedicated hosting environment where to 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 three months 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 is 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:

o Debts up to and including 150.00 EUR: 20.00 EUR.

o 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.

o 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” means all existing and future intellectual property rights, such as, but not limited to, copyrights, trademarks, trade names, designs, patents, all applications for protection with respect to the aforementioned rights and all extensions and renewals thereof, as well as know-how, trade secrets, all aforementioned rights anywhere in the world, and any other possible legally applicable protection rights.

5.2 All Intellectual Property Rights with regards to the Works, as well as all preparatory materials, knowhow, templates, visuals, trade names, trademarks, logos, databases and other proprietary elements, remain exclusively with Chris Ward.

5.3 Unless insofar agreed otherwise in the Specific Terms, and upon timely payment of all amounts due, Chris Ward grants to Customer a non-exclusive, non-transferable and non-sublicensable license to the following economic rights (as part of the copyright of Chris Ward) in connection with the Works: the right to graphical or physical reproduction and public communication of the Works either for Customer’s own private sphere (if Customer is acting as a consumer), or for Customer’s own business purposes (if Customer is acting as a corporation). The fees for this license are included in the outgoing billing to the Customer. The license is valid for the duration of the intellectual property right in question and is subject to the same termination terms as referred to in Article 7. 5.4 The license as described in this article is geographically limited to the country of residence/registered office of the Customer, unless agreed otherwise.

5.5 The license as described in this article does not extend to any material that is preparatory in nature (previews of Works), refunded, or disapproved by the Customer.

5.6 Unless agreed otherwise:

– The Customer is not entitled to modify the Works without the prior written permission of Chris Ward.

– The Customer is not entitled to re-distribute or sublicense the Works for profit without the prior written permission of Chris Ward.

5.7 No licenses beyond abovementioned, nor assignments of Intellectual Property Rights on any Works, can be construed from these General Terms and Conditions. Any such broader license or assignment of Intellectual Property Rights on certain Works can only be established through an express written agreement (e.g. via the Specific Terms).

5.8 Customer agrees that its company name, trade name, logo or trademarks may be published on the website and social media pages of Chris Ward and be used in other marketing material of Chris Ward.

Article 6. Liability

6.1 Chris Ward shall not be liable for any damages caused by the negligent acts, omissions or breaches of the Agreement by the Customer or its employees, contractors or any other person acting on behalf of Customer.

6.2 Chris Ward rejects all guarantees, both explicit and implicit, including, without limitation, guarantees concerning the quality or suitability of the Services.

6.3 Chris Ward shall have no liability or obligation to remedy or compensate for common limited

deviations in the Works, such as but not limited to, common color differences between a digital and physical photograph, limited deviations in printing, and so forth.

6.4 If a separate agreement would provide a license on unfinished Works, the Customer explicitly acknowledges that such unfinished Works do not reflect the finalized Work as is normally provided by Chris Ward as a formal deliverable. As such, Chris Ward cannot be held liable for a breach of the good performance of the Services if such unfinished Works as referred to in this article would be unfinished in nature.

6.5 Except in case of fraud or willful misconduct, Chris Ward shall not be liable for, or held to pay compensation for indirect or consequential damage, such as, but not limited to, a loss of turnover, profit or income, a loss of expected savings, reputational damages, loss of data, increases in costs of any kind (such as overhead costs, personnel costs, etc.), business and/or production delays or interruptions, etc.

6.6 Except in case of fraud or willful misconduct, the total contractual and extra-contractual liability of Chris Ward towards the Customer will be limited to the amount covered by the liability insurance taken out by Chris Ward. Without prejudice to the foregoing, the aggregate contractual and extra-contractual liability of Chris Ward vis-à-vis the Customer for all claims that may occur during the entire term of the Agreement shall at all times be limited to the amount invoiced to the Customer pursuant to this Agreement during the year preceding the claim.

6.7 If Chris Ward is prevented by force majeure of a temporary nature from performing or further performing the Agreement, Chris Ward shall be entitled, without any obligation to pay damages, to suspend the further performance of the Services until the situation of force majeure has been resolved. If a situation of force majeure is of a permanent nature, which shall inter alia be the case if such situation persists for a continuous period of three months, Chris Ward shall be entitled to terminate the Agreement in whole or in part by means of a written notice without judicial intervention and without any obligation to pay damages, without prejudice to Chris Ward’s right to payment by the Customer for Services already performed before there was a situation of Force Majeure.

Article 7. Termination

7.1 Chris Ward may, of its own volition and without judicial intervention, terminate the Agreement in the event of a serious breach of contract by the Customer which is not rectified within 15 days of the Customer being given written notice of default by Chris Ward, such as, but not limited to, the non-payment of an invoice by the due date. In case of an infringement by the Customer of articles 5 to 7, no preliminary notice period shall be required and Chris Ward shall be entitled to immediately terminate the Agreement by written notice to the Customer with immediate effect.

7.2 Unless agreed otherwise, the Customer acknowledges that its bankruptcy, liquidation, dissolution or the change of control of Customer (e.g. by acquirement of the majority of Customer’s shares by a third party), shall by operation of law result in the termination of the Agreement, unless Chris Ward expressly or impliedly waives such termination and pursues the performance of the Agreement to which Chris Ward is entitled.

Article 8. Miscellaneous

8.1 Any and all claims of the Customer against Chris Ward shall expire by operation of law if they are not brought before the competent court within a period of one year after the facts on which the claim is based were known to the Customer or could reasonably have been known to the Customer.

8.2 The nullity, invalidity or unenforceability of any provision of these General Terms and Conditions or the Specific Terms shall nevertheless have its maximum permissible effect and shall in no way affect the validity of the other provisions of these General Terms and Conditions or the Specific Terms and shall not lead to the nullity of these provisions. The null, invalid or unenforceable provision will be replaced by a legally valid provision with the same or similar economic scope by mutual agreement between the parties, who will negotiate it to the best of their ability and in good faith.

8.3 Chris Ward shall be free to provide its Services without limitation to third parties whether during or after the term of the Agreement.

8.4 The current Agreement, which consists of the General Terms and Conditions and the Specific Terms and any additional attachment, constitutes the entire understanding between the parties and supersede all prior agreements, statements, declarations, written or oral, between the parties relating to the Services. The Agreement may only be modified with the mutual written consent of both parties.

Article 9. Applicable law and competent court

9.1 The Agreement is governed solely by Belgian law, with the exclusion of international rules of conflict, without prejudice to any mandatory rule of law that may apply.

9.2 All disputes fall under the exclusive jurisdiction of the courts with material and territorial competence over the address of Chris Ward, unless the Customer acts as a consumer, in which case the territorial competence shall be established according to the rules of the Belgian Code of Civil Procedure.

payment method

Payments can only be made to account number ING 377-0182133-04 IBAN: BE10 3770 1821 3304 BIC: BBRU BE BB of Christopher Ward.

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