- These general terms and conditions apply to any service for which the client has called on CARTOONBASE.
- The client’s signature on the quotations or any other contractual document issued by CARTOONBASE implies the unconditional acceptance by the client of these general terms and conditions.
- These terms and conditions prevail over any other contractual document of the client, including its own terms and conditions.
Scope of the services
- The services include everything that is explicitly listed on the written quotation. As a corollary, it does not include what is not described on the written quotation.
- The prices and the possible timeframes communicated on the quotations of CARTOONBASE are given as an indication and do not bind CARTOONBASE. The deadlines for completion of the services depend inter alia on the proper performance by the client of its own obligations, and in particular its obligation to respond to CARTOONBASE without undue delay and to provide any useful information without undue delay.
- CARTOONBASE reserves the right to request, at the time of the order and thus before beginning the performance of the services, the payment of a deposit equivalent to 50% of the total price of the quotation.
- Unless an additional payment term has been agreed by the parties and is indicated on the invoice, the payment shall be made no later than the thirtieth day following the date of receipt of the completed project and the invoice. Any delay in payment as of the 31st day following the issue of the invoice (or, where applicable, the maximum date of payment appearing on it) will give rise to default interest due without the necessity of a reminder and calculated at the legal rate.
- The parties undertake to cooperate and collaborate in good faith to ensure the proper performance of their contractual relationship.
- CARTOONBASE undertakes to use its best endeavours to perform the agreed services with the care and skill reasonably required. The client acknowledges that CARTOONBASE is bound by an obligation of means and not of result.
- The client undertakes to provide CARTOONBASE with all the information and documents necessary for the proper performance of CARTOONBASE’s services, without undue delay and on a support that can be used by CARTOONBASE, and to respond to CARTOONBASE without undue delay. In addition, the client acknowledges having read the warnings set forth in these terms and conditions concerning the laws of intellectual property, and the penalties that may be incurred for their violation.
- The client acknowledges and assumes full responsibility for the information given to CARTOONBASE and for the choices made in terms of content (such as textual and iconographic content), contained in the projects delivered by CARTOONBASE. The client shall indemnify and hold harmless CARTOONBASE from and against any claim from any third party because of the choices made by the client or because of the illicit or harmful nature of the data or information transmitted by the client to CARTOONBASE.
- The liability of CARTOONBASE cannot be invoked in case of breach resulting from a case of force majeure or events beyond the control of CARTOONBASE.
- CARTOONBASE shall not be held liable (i) for indirect or collateral damage caused to the client, such as, inter alia, damage to reputation or loss of business opportunities nor (ii) for damage caused directly or indirectly by the fault or negligence of the client.
Models and working documents
- Only the finished realization shall be delivered to the client. Intermediate working documents (such as mock-ups, production files or source codes) shall only be delivered at the client’s request and with CARTOONBASE’s approval.
- In the absence of a request in accordance with Article 6.1, CARTOONBASE reserves the right to keep the intermediate work files only for a period of three months from the date of delivery of the product.
- It is recalled here for information purposes that the moral right of a creation (including the right to paternity, the right of disclosure, the right of integrity and the right to withdrawal) is non-transferable and attached to its creator perpetually and imprescriptibly.
- Therefore, only the economic rights explicitly agreed between the parties shall be transferred, to the exclusion of any other right and, if applicable, within the limits contained therein (limit of support, territory or of duration). These rights may include the right of reproduction, the right of representation, the right of modification, the right of exploitation.
- It is finally recalled that any representation or reproduction in whole or in part made without the consent of the author or his/her beneficial owners is unlawful, and punishable under the laws on counterfeiting offense. The same applies for translation, adaptation or transformation, arrangement or reproduction by any art or process.
Ownership of the production
- The realization, covered by the present order, remains the entire and exclusive property of CARTOONBASE as long as the invoices issued by CARTOONBASE are not paid in full by the client, up to the total amount of the order and any amendments concluded during the performance of the services.
- As a corollary, the client will become the owner of the realization as of the full and final payment of all invoices issued by CARTOONBASE as part of the agreed services.
Right of publicity
- Unless explicitly stated otherwise by the client, notified by letter with acknowledgment of receipt, CARTOONBASE reserves the right to mention its realization for the client, as well as the name and logo of the client, as a reference in the context of its commercial prospecting, external communication and advertising (including on its website).
- The client authorizes CARTOONBASE, through its legal and commercial representatives, to use the realization for purely demonstrative purposes. This authorization extends more particularly to the constituent elements of the realization, including without restriction the public release of the following contents: the textual contents, the iconographic contents.
- Either CARTOONBASE or the client may terminate the contract with immediate effect, upon written notice to the other party if (i) the other party materially breaches the contract and fails to remedy the breach within 15 days, or if (ii) the other party is or appears likely to be unable to pay its debts or become insolvent.
- The client shall pay CARTOONBASE for all the services that CARTOONBASE has provided up to the date of termination of the contract.
- In the event of a dispute in relation to the contract between CARTOONBASE and the client, the parties shall attempt to resolve the dispute by conducting good faith discussions and negotiations before commencing any legal proceedings.
- The contractual relationship between CARTOONBASE and the client, as well as any dispute arising from it, shall be governed by Belgian law and subject to the exclusive jurisdiction of the courts of Brussels.