general conditions

Definitions

AMPA is a “société en nom collectif (SNC)” incorporated under Belgian law, whose registered office is located Avenue Hergé 9, Postbox 19, 1050 Brussels (Belgium) and whose company / VAT number is BE 0724.684.327 (hereafter AMPA).  The services it offers are described on its website https://ampa.agency/

Is to be considered as a client (hereafter Client), any person, physical or legal, who orders a creation from AMPA, such as such as photographs, films, videos of any kind, events, illustrations, branding, graphical assets, advices, strategy, creative concepts (hereafter “Creation”).

Scope

These general conditions are applicable to all orders placed by the Client with AMPA, including for ancillary services.

These general conditions are the only ones applicable to the contractual relation between AMPA and the Client, to the exclusion of any general or specific conditions issued by the Client that AMPA has not expressly accepted in writing. The absence of implementation of a provision included in these terms and conditions shall neither be construed as a waiver by AMPA to invoke them nor as the acknowledgment of any right on the part of the Client.

Offer and Order

Unless otherwise stipulated in the specific conditions, the validity period of the offers issued by AMPA is 1 month.

Any order that has not been preceded by a written offer from AMPA will only bind AMPA if AMPA has accepted it in writing.

The contract shall be seen as agreed upon, rending the order definitive, as of the moment AMPA sends an e-mail acknowledging its receipt and confirming its acceptance.

AMPA reserves the right to refuse any order that it considers to be unethical, contrary to public order, morality or that, to the best of its knowledge, violates national or international legal provisions. Under no circumstances will AMPA be held liable to third parties for the content of its ordered creations.

AMPA reserves the right to subcontract all or part of its obligations to independent external service providers.

First Draft of the Creation

10.AMPA and the Client will agree on the guidelines for the Creations under the contract.  They will agree on the timeframe within which AMPA should deliver a first draft of the project. The Client will then have 7 working days to comment on this draft, after which it will be considered irrevocably accepted by the Client and AMPA will continue the work on this basis.

11.If the Client submits comments within the time limit set in the preceding paragraph, AMPA will make the commercially reasonable adaptations in order to have the draft Creation meet the Client’s comments. Unless the parties have agreed otherwise in writing, AMPA will make 2 iterations within the agreed budget. Any subsequent modification by the Client of the guidelines will not be taken into account.

12.AMPA shall deliver the final version of the Creation, which the Client shall approve unless it demonstrates on an objective basis that the final version objectively and materially does not comply with the guidelines agreed upon between the parties. It is presumed that the Client accepts the final version of the Creation if it does not notify any material objections within 5 business days following receipt of the final version or if it uses the Creation for its own professional purposes. 

Intellectual Property Rights

13.AMPA is the sole owner of all intellectual rights (copyright and neighbouring rights, its own trademarks, design rights) on the Creations it produces under the contract. Should any third-party creations be used, AMPA will acquire the right to use the third-party creation in accordance with the contract.

14.The Client will be entitled to use the Creation produced under the contract and accepted by Client in accordance with the conditions and within the limitations set out in the specific conditions (i.e. the order form).  

Under no circumstances shall the Client modify or adapt the Creations without AMPA’s prior consent in writing. 

AMPA holds and keeps the right to use at its sole discretion any Creations produced under the contract but not accepted by the Client.

15.AMPA guarantees that the authors and performing artists waive the right to exercise their moral rights under copyright or neighbouring rights (paternity, first disclosure, integrity) on the Creations. The Client agrees to mention AMPA as the author of the Creation for each use of the Creation, in a form to be agreed upon by the parties.

Price and Invoicing

16.Unless otherwise indicated, prices are in EUR, excluding VAT. Any increase in VAT or any new tax that would be imposed between the time of the order and the time of delivery of the Creation shall be borne by the Client.

17.This price exclusively applies for the services covered by the offer, excluding extraordinary expenses and disbursements (such as but not limited to travel or accommodation expenses).

18.AMPA shall request a deposit equal to 50% of the price including VAT at the time of the introduction of the order. The rest of the price including VAT shall be billed at the time of the delivery of the Creation.

Payment

19.Invoices are to be paid at AMPA’s establishment or at the financial institution named on the invoice, no later than 30 calendar days after the billing date.

20.Any claim relating to one of the invoices must be sent to AMPA in writing no later than 15 calendar days after its receipt. Beyond that deadline, potential claims will no longer be admissible.

21.Should the Client fail to pay an invoice at the due date, the payment of the totality of the invoices of the Client will become immediately due.

22.Any unpaid invoice at the end of the term will, ipso jure and without notice, result in a late payment interest of 1% per month, with a minimum of 250.00 EUR, in accordance with the law of 2 August 2002 concerning the fight against late payment in commercial transactions.

23.Any invoice unpaid at the end of the term will, in addition, be increased automatically and without notice by a flat-rate compensation of 10% of the remaining amount to be paid as damages.

24.The receipt of the invoice is legally and in accordance with Article 1139 of the Civil Code put to the notice of the debtor, without the need for further action and by the mere expiry of the term. In the absence of payment on the agreed date, AMPA also reserves the right to suspend the execution of its obligations, without prejudice to its right to consider the contract as terminated due to breach of contract by the Client and without its right to claim damages (in accordance with the provisions of point 8 below).

Termination of the Contract

25.AMPA is entitled to terminate the contract without prior court order, if the Client has failed to remedy a material breach of contract within 10 business days after AMPA’s notification by registered letter of such breach (provided that such remedy is still available).  As material breach of contract are considered: failure to pay AMPA’s invoices within the agreed term or infringement of AMPA’s intellectual property rights.  

26.In the event of the termination of the contract pursuant to the preceding paragraph, the Client shall be liable to AMPA for damages fixed at the rate of 20% of the price, without prejudice to AMPA’s right to claim the entirety of its loss should it be superior.

Cancellation Clause

27.The Client may validly waive the contract provided that (i) this waiver occurs by registered mail with acknowledgment of receipt within 15 calendar days of its conclusion, (ii) AMPA has not begun to execute its obligations and (iii) the Client pay a compensation allowance equal to 15% of the price including VAT. If a deposit has been made, this compensation allowance will be reduced by the amount of the deposit and the potential balance will be refunded to the Client.

28.After this period of 15 days, or in case of commencement of execution of the contract by AMPA, the Client will be liable, in addition to this compensation allowance, full payment of services already executed. 

Limitation of Liability

29.The Client acknowledges and accepts that all of AMPA’s obligations are obligation of means and that AMPA can only be held liable for fraud, wilful or gross negligence. In the event that the Client demonstrates the existence of gross misconduct on the part of AMPA, the prejudice that it can claim compensation for includes only material damage directly resulting from the fault attributed to AMPA, excluding any other damage (such as but not limited to non-pecuniary damage or resulting from loss of profits, harm to reputation, loss of opportunities, loss of data or additional costs) and shall in any case not exceed 100% (excluding taxes) of the amount actually paid by the Client for the performance of the contract.

30.The execution and delivery deadlines included in the contract are only indicative and shall not be seen as binding vis-à-vis AMPA.

A reasonable delay of execution or delivery therefore shall not give rise to any compensation, nor to a resolution of the contract or to the suspension of the obligations incumbent on the Client.

31.AMPA shall not be held responsible, contractually or non-contractually, for files, models, drawings, media or any other element received from the Client or used by it in connection with the performance of the contract.

32.AMPA shall not be held responsible for faults, failures and damages caused by third parties.

33.The Client is solely responsible for any delays, malfunctions and harmful consequences arising from inaccurate or incomplete information provided to AMPA.

34.The Client warrants that it holds the intellectual property rights or has acquired a sufficient licence to use any protected subject matter which it communicates to AMPA in the context of the contract.  More generally, it warrants that the material it communicates to AMPA does not violate any other third-party rights (such as image rights, data protection or privacy rights).

35.The Client will keep AMPA harmless against any third-party claim resulting from the alleged violation of third-party rights (including but not limited to the infringement of intellectual property rights, image rights, privacy or data protection rights) that are considered the Client’s sole responsibility.

36.AMPA will hold the Client harmless against any third-party claims resulting from the alleged violation of violation of third-party rights (including but not limited to the infringement of intellectual property rights, image rights, privacy or data protection rights) that are considered AMPA’s sole responsibility.

Force Majeure

37.AMPA shall not be held responsible, contractually or non-contractually, for the temporary or definitive non-performance of the obligations resulting from the contract when this non-performance is the result of force majeure or of a fortuitous event.

38.Will be, without any claim to completeness, considered as cases of force majeure or fortuitous events the following incidents:

the total or partial loss or destruction of AMPA’s computer systems or database, in the event that such loss or destruction cannot reasonably, directly or indirectly, be attributed to AMPA; earthquakes, floods, fires and other natural disasters; epidemics; acts of terrorism; strikes, whether announced or not; lockouts; riots or insurrections; interruptions of energy supplies; failure or loss of connectivity to the internet, data storage or the telecommunication network; an act of a third party affecting the normal execution of the contract; any other event falling outside the reasonable control of AMPA.

39.If reasons beyond AMPA’s control make the continuation of the contractual relationship impossible or unreasonably complicated, AMPA and the Client undertake to negotiate in a fair and diligent manner an adaptation of the contractual conditions allowing the continuation of the contractual relationship.

40.Should AMPA and the Client fail to agree on new contractual conditions within a reasonable time frame, each of the parties to the contract may invoke its termination without compensation of any kind, without prejudice to the services already performed by AMPA, that remain due in their entirety.

Disputes

41.Disputes relating to the delivered Creation shall only be taken into account to the extent that (i) they are based on the agreed guidelines and (ii) they are communicated by registered letter within 5 business days of the delivery of the Creation.

42.In any event, any action for contractual or non-contractual liability against AMPA is excluded after 6 months from the date of the occurrence of the wrongful act.  This means that the limitation period (verjaringstermijn / délai de prescription) under common law is reduced to 6 months following the occurrence of the wrongful act.

Exclusivity and Anti-Poaching Clause

43.Throughout the duration of the contract as well as for a period of 6 months after its completion, the Client agrees to exclusively use the services of AMPA for services directly or indirectly related to its execution and its consequences and not to poach, directly or indirectly, AMPA staff or its independent contractors.

44.In the event of a violation, and without prejudice to the possible claim for higher compensation, AMPA will automatically be entitled to a compensation amounting to 6 months of the average monthly remuneration of the worker or of the independent contractor during the last 6 months.

Jurisdiction and applicable law

45.Any dispute directly or indirectly related to the contractual relations with the Client falls under the jurisdiction of the courts of Brussels.

46.The contractual relationship with the Client is governed by Belgian law (without application of any rules of private international law).