Terms and conditions

In these terms and conditions, the following terms shall have the meanings set out below:

Client: the customer as specified in the Cooperation Agreement.
Service Provider: PAVLOV BV, with registered office at Desguinlei 100 bus 1.2, 2018 Antwerp and with company number 0647.607.434.
Services: the services provided by the Service provider, as described in detail in the Quotation and Cooperation Agreement.
Cooperation Agreement: the agreement concluded between the Service Provider and the Client in which the Services and objects of delivery are specified.
Days: calendar days.
Quotation: the offer made by the Service Provider to the Client, which includes the proposed Services, pricing, specifications, deadlines and other relevant conditions.
Auxiliary Persons: any partner, director, employee, appointee, agent, administrator or other independent service provider of the Service Provider or any other person, whether a natural person or legal entity, who – in whole or in part, on behalf of the Service Provider or in their own name and for their own account – assists the Service Provider in the performance of the Cooperation Agreement.

 

1. General provisions
These general terms and conditions were sent together with the Quotation. If the Client has accepted the Quotation by placing the order and/or signing the Cooperation Agreement, these general terms and conditions apply, where applicable in addition to the Cooperation Agreement. If the Cooperation Agreement contains deviating provisions, the Cooperation Agreement shall take precedence. Placing the order and/or signing a Cooperation Agreement implies acceptance of the general terms and conditions by the Client. The Cooperation Agreement and these general terms and conditions take precedence over any (purchase) conditions of the Client. Unless otherwise expressly agreed in writing, all Services are therefore provided under the terms and conditions set out below.

 

2. Quotations and orders
The validity of the Quotation is thirty (30) days and includes the elements as discussed between the Client and the Service Provider. The prices quoted are net prices, i.e. excluding VAT or other taxes, duties or levies.

Unless expressly stated in the Quotation, the prices quoted never include any third-party costs, such as catering costs and/or (external) location costs for workshops, printing and printing costs, publicity costs, registration costs, etc. All changes to the nature or scope of the Services requested by the Client shall be at the Client’s expense and will be invoiced at an hourly rate. At the start of the collaboration, a 15% advance payment will be invoiced, unless otherwise agreed between the Client and the Service Provider. Any order confirmation by the Client binds them to the execution thereof by the Service Provider and replaces any previous verbal or written agreements. Any order confirmation by the Client means that the Client has understood the assignment correctly.

 

3. Payment
The amount of the invoices is payable within fourteen (14) days in the specified currency. The Service Provider reserves the right to send interim invoices upon delivery of certain (sub)phases or at the end of the month or quarter. Each invoice is considered accepted unless a protest is sent by registered letter within 7 days. In the event of late payment by the Client, the Client shall owe default interest from the due date, calculated on the basis of the interest rate equal to the statutory interest rate as determined by application of the Act of 2 August 2002 on combating late payment in commercial transactions (as amended from time to time) + 2%. In the event of non-payment of an invoice on its due date, all outstanding invoices, even those not yet due, shall become immediately payable. In the absence of a timely and justified protest, the Client shall be liable by operation of law and without notice of default to pay compensation, conventionally and irrevocably set at 10% of the unpaid amount with a minimum of €125, without prejudice to the default interest and any legal costs. In the event of late payment of the invoice, the Service Provider reserves the right to immediately cease work until all outstanding debts have been paid. All costs arising from this shall be borne by the Client.

 

4. Delivery and Timing of the performance of the services
The Service Provider shall provide the Services within a reasonable period of time, as indicated in the Cooperation Agreement, where applicable. Compensation for delay in performance shall only be payable if the timing was expressly agreed as binding or if it is clear from the Cooperation Agreement that performance after the scheduled date is no longer useful.

 

5. Obligations of the Client
The Client shall provide the Service Provider with all relevant input, information and materials in a timely and complete manner that are reasonably necessary to enable the Service Provider to deliver the Services properly and in accordance with the Client’s wishes. It is the Client’s responsibility to check the accuracy of the information communicated (and, where applicable, used in campaigns) and to determine its content. The Services never include checking the appropriateness or legality of the content and information used during or in connection with the provision of the Services. It is the Client’s responsibility, among other things, to provide sufficient data to substantiate the statements made in the campaigns. These statements must comply with the legal requirements. The Client remains solely responsible for the communications (whether or not in connection with the Services provided) and campaigns conducted by its audience and shall indemnify the Service Provider against any claims by third parties in connection with or arising from such services.

 

6. Liability
Any liability claims arising from a breach of the Cooperation Agreement or these general terms and conditions, and the resulting compensation for damages, shall be governed exclusively by the provisions and principles of contract law (contractual liability), even if the event causing the damage is a tortious act that may give rise to non-contractual liability as described in the Civil Code. Potential liability claims can only be brought against the Service Provider. The Client therefore accepts that the Service Provider remains solely liable for all damage caused by any act or omission in the context of the performance of the cooperation agreement, even if the Service Provider calls on Auxiliary Persons for the performance of the Agreement. None of the Auxiliary Persons shall be liable to the Client or other third parties (such as customers or other third-party clients of the Client). Such liability is expressly excluded. The Client hereby waives any right to bring claims or proceedings, judicial or extrajudicial, contractual, non-contractual or otherwise, against the Auxiliary Persons.

The Client undertakes to include the foregoing provisions of this article in agreements or general terms and conditions concluded or to be concluded with customers or other third-party clients that are performed, in whole or in part, by the Service Provider. The Client guarantees that the provisions in the preceding paragraphs of this article will be complied with by its customers/clients vis-à-vis the Service Provider and will indemnify the Service Provider for any damage resulting from non-compliance with this provision. The Service Provider’s liability is limited to the amount invoiced and received by it for the assignment in question. This limitation shall not apply to damage resulting from intentional acts or omissions, fraud or any criminally sanctioned acts or omissions. The Service Provider undertakes a best efforts obligation and cannot offer any guarantee as to the effectiveness or success of the Services it provides with regard to the Client’s market position.

 

7. Acceptance
The Services may consist of a creative component and/or a strategic component. The Service Provider will always give a presentation of the Services provided to the Client, after which a report of the Services presented will be submitted to the Client.

For the creative part of the Service, each delivery will be presented to the Client, after which the Client will have the opportunity to provide feedback. The Service Provider reserves the right to request adjustments. This process of presentation and feedback may take place during the number of rounds as included in the price determination in the Quotation. The Client may order additional rounds of presentation and feedback at any time, subject to payment of an additional fee to be agreed at that time.

The strategic part of the Service will also be delivered by means of a presentation to the Client. The Client has the opportunity to provide feedback within seven (7) Days. If no feedback is provided by the Client within this period, the strategic part of the Service will be deemed to have been accepted, and invoicing will take place after this acceptance.

8. IP
All intellectual property rights , among other things, works of literature, art, neighbouring rights and computer programmes, brands, drawings and models, patents (the ‘Works’) developed by the Client remain the property of the Client. All intellectual property rights to Works created by the Service Provider remain the property of the Service Provider, unless expressly agreed otherwise. Transfer of or licence to the intellectual property rights to the Works created by the Service Provider within the framework of the Cooperation Agreement with the Client (the ‘Assignment Works’) shall only take place by means of an agreement between the Service Provider and the Client and after payment for the Services delivered.

If the Service Provider transfers the intellectual property rights to the Assignment Works to the Client, the latter shall grant the Service Provider a worldwide, non-exclusive, perpetual, royalty-free licence to use the Assignment Work in the broadest sense, including the right to reproduce, edit, distribute and communicate the Assignment Work to the public, including the right to further use and develop the Assignment Work for its own publicity purposes and in the context of the Service Provider’s business operations.

Unless expressly agreed in writing, the Services do not include conducting research into the existence of patent rights, trademark rights, design rights, copyrights and portrait rights of third parties. This also applies to any research into the possibility of such forms of protection for the Client. Subject to the foregoing, the Service Provider shall use its best efforts to ensure that the performance of the Services does not infringe any copyright, trademark or other intellectual property right, title or interest belonging to a third party, whether a natural or legal person. In the event of notices of default or claims brought by a third party, the Client undertakes to make the changes necessary to remove the disputed elements and replace them with entirely original elements or elements for which the Service Provider holds the rights. The Client, for its part, must be the holder of all rights to exploit the Works communicated to the Service Provider for the purpose of their reproduction within the framework of the Service Agreement. The parties shall inform each other and act jointly against any infringement of the intellectual property rights to the Commissioned Works.

 

9. GDPR
The Service Provider undertakes to process the personal data of natural persons acting on behalf of the Client in accordance with the applicable legislation on the protection of personal data, including Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the ‘GDPR’) and the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data. For more information about the processing of personal data by the Service Provider, please consult the privacy statement available at https://pavlov.be/
about/privacy/.

 

10. Cancellation of the agreement
Any cancellation of all or part of the agreed Services must be made in writing. In the aforementioned cases, as well as in the event of termination of the Cooperation Agreement to the detriment of the Client, the latter shall owe a fixed compensation of 15% of the agreed total amount to cover, among other things, fixed and variable costs and loss of profit, without prejudice to the Service Provider’s right to prove higher damages, which shall be payable in addition to the advance payment(s) already made. Training courses, coaching sessions and workshops may be cancelled up to 14 days before the date of the event, subject to a cancellation fee of 30% of the amount to be invoiced.

 

11. Force majeure
If a situation of force majeure arises, the party in default shall notify the other party by registered letter within ten (10) days of the occurrence of the situation of force majeure. In that case, the obligations of the parties shall be temporarily suspended until the situation of force majeure has passed. During this (suspension) period, the parties shall make every reasonable effort to mitigate the consequences of the force majeure situation and shall negotiate in good faith regarding the fulfilment of their respective obligations under this agreement. If the force majeure situation lasts longer than thirty (30) days, the parties may terminate the agreement by registered letter, without the need for judicial intervention or the payment of compensation to the other party.

Force majeure means any event that (i) makes it impossible for one of the parties to perform its obligation, (ii) was not caused by either party, and (iii) was unforeseeable at the time of entering into the agreement, including, but not limited to, government intervention, natural disasters, armed conflicts, social unrest, crimes, accidents, diseases, epidemics and pandemics, power and telecommunications outages, hacking and cyber attacks.

 

12. Confidentiality
The Service Provider undertakes to maintain complete confidentiality and will treat the documents, information and data provided to it by the Client as strictly confidential. Unless expressly excluded at the request of the Client, the Service Provider reserves the right to report on the progress of the Services after their completion and to use them as a reference, without prejudicing the rights of the Client or sharing confidential information with third parties.

 

13. Nullity
If any provision of these general terms and conditions is invalid, the remaining provisions will remain in full force and the Client and Service Provider will replace the invalid provision with another provision that approximates the purpose and meaning of the invalid provision as closely as possible.

 

14. Disputes
All disputes are governed by Belgian law and fall exclusively within the jurisdiction of the courts of the judicial district of Antwerp.