For the purposes of these Terms and Conditions, the following terms, when capitalized, shall have the following meaning:
“Agreement”: means the contract between CLICK & RUSH and the Customer for the supply of Services under the Terms and Conditions set out in this document;
“CLICK & RUSH”: means is a limited liability company (BV) organized and existing under Belgian Law, with registered office at Britse Tweede Legerlaan 41, 1190 Vorst, Belgium and registered with the Crossroads Bank of Enterprises under the number 0761.345.476;
“Customer”: means the natural or legal person that purchases or commissions the Services of CLICK & RUSH;
“Deliverables”: means the final product of the Services supplied by CLICK & RUSH;
“Intellectual Property Rights”: any and all intellectual property rights, registered or unregistered, including but not limited to copyrights, design rights, trademarks, patents, knowhow, trade secrets and all other intangible property rights, and all rights related thereto, including but not limited to the right to use, prosecute, register and enforce;
“Parties”: CLICK & RUSH and the Customer;
“Platform”: the CLICK & RUSH platform www.clickandrush.be
“Project Files”: all files and other data uploaded by the Customer to the Platform including, without being limited, to video files, voice files, music files, photo’s, writings, drawings and logos;
“Services”: means the editing services supplied to the Customer in accordance with the order made by the Customer on the Platform, accepted by CLICK & RUSH;
“Terms and Conditions”: means the general terms and conditions of supply of Services as set out in this document and that apply to the contractual relationship between CLICK & RUSH and the Customer with regard to the Services
PLACING ORDERS AND CONTRACT BASIS
The order is placed by the Customer by uploading the Project Files on the platform of CLICK & RUSH. All orders shall be treated as an offer to buy the Services of CLICK & RUSH in accordance with these Terms and Conditions and will not be binding until the order is accepted by CLICK & RUSH.
The order shall be deemed accepted when CLICK & RUSH confirms the order in writing (via e-mail) at which point the Agreement comes into existence.
These Terms and Conditions will apply in their entirety, unless expressly stipulated otherwise by the Parties at the time of entering into the Agreement .
CLICK & RUSH will supply the Services in all material respects in accordance with the specific order placed by the Customer.
CLICK & RUSH will perform the Services with all reasonable skill and care.
CLICK & RUSH will use its reasonable efforts to perform the Services and deliver the Deliverables in accordance with the delivery dates stated in the order. These dates shall be estimates only, meaning that CLICK & RUSH will not be liable to the Customer for any delay in providing the Services or Deliverables, subject to intent and serious error by CLICK & RUSH.
The Customer agrees that the successful performance of the Services and/or the delivery of the Deliverables will be dependent on receiving all the correct and timely information and instructions from the Customer. CLICK & RUSH will use its reasonable efforts to provide Deliverables of the highest possible quality. However the quality level will also depend on the quality of the Project Files uploaded by the Customer on the Platform and CLICK & RUSH can not be held liable for any reduced quality that is due to the original Project Files coming from the Customer.
Alterations made by the Customer and/or the Customer’s failure to comply with any obligations set out in these Terms and Conditions may cause a delay in the Services and/or the completion and/or the delivery of the Deliverables, for which CLICK & RUSH cannot be held liable and Article 4.4 may apply.
PRICES AND PAYMENT
All prices indicated on CLICK & RUSH's website and in the order process on the Platform are VAT included.
Full payment is due upfront and at the latest at the confirmation of the order by CLICK & RUSH.
If the Customer is a legal person, who has not paid within that period, CLICK & RUSH may, without notice of default, charge a default interest of ten (10) percent (%) as from the date the invoice became payable. If the Customer is a natural person, who has not paid within the period, CLICK & RUSH may, from the first notice of default, charge a default interest of 1,75% as from the date the invoice became payable.
Subject to intent and serious error by CLICK & RUSH, its staff or subcontractors, possible difficulties or delays during editing caused by problems with Project Files supplied by the Customer, extend the delivery time of the Deliverables. CLICK & RUSH reserves the right to increase the charges with the additional costs caused by these problems.
CLICK & RUSH reserves the right of ownership of the Deliverables until the amounts due have been paid in full.
The Customer warrants that he/she/it:
will provide to CLICK & RUSH, on a timely and on-going basis, all Project Files and information in respect of the Services that are reasonable required to execute the Agreement;
has obtained and paid for any and all necessary authorities, licenses and/or third party consents to make and exploit the Project Files it supplies to CLICK & RUSH in connection with the Services;
will provide to CLICK & RUSH – where and when required – any licenses and/or third party consents required to enable CLICK & RUSH to perform its Services; and
will notify CLICK & RUSH of the identity of the Customer’s representative (in case the Customer is a legal person) who will be available in connection with the Services and who will have the authority to approve the Deliverables on behalf of the Customer.
RIGHT TO WITHDRAWAL
If the Customer is a natural person, he/she has the right to withdraw from the Agreement within fourteen (14) calendar days without incurring any costs. The period of fourteen (14) calendar days starts from the day the Agreement is concluded. The Customer must exercise his/her right of withdrawal by e-mail to [firstname.lastname@example.org]. The risk and burden of proof of timely exercise lie with the Customer.
The right of withdrawal shall not apply if the Customer is a legal person.
If a confirmed order is cancelled by the Customer after the expiry of the withdrawal period as described in Article 6.1, then without prejudice to CLICK & RUSH’s other rights and remedies available, CLICK & RUSH may charge a cancellation fee of fifteen (15) percent of the charges that would be due if the Services would have been performed in accordance with the Agreement. Cancellations of any order by the Customer must be done in writing.
The Customer shall indemnify CLICK & RUSH and hold it harmless in the event that the Customer violates the Intellectual Property Rights of third parties.
Ownership of Intellectual Property Rights in any third party materials which form part of the Deliverables shall remain with the third party. The Customer is granted license to use those Intellectual Property Rights on the terms on which that third party has granted a license to CLICK & RUSH.
The Intellectual Property Rights within the Deliverables, which are specifically developed for the Customer as part of the Services will be automatically transferred to the Customer from CLICK & RUSH on full payment for the Services, in accordance with Article 4.
The Intellectual Property Rights owned by CLICK & RUSH before the date of the Agreement or developed separately and independently by CLICK & RUSH of the Services within the Agreement shall remain the property of CLICK & RUSH
CLICK & RUSH grants a non-exclusive, royalty free license to use, display, copy, perform and distribute such Intellectual Property Rights as part of the Deliverables.
Notwithstanding any other provision of these Agreement, the Customer agrees that CLICK & RUSH is entitled to use any expertise, ideas, methods, processes, workflows or techniques used in the Deliverables for the purposes of CLICK & RUSH business.
CLICK & RUSH shall not be liable in any way for loss, or failure of, or delay in, performance by CLICK & RUSH of its duties and obligations under the Agreement arising from acts, events, omissions or non-events beyond it’s reasonable control, which shall include without limitation, strikes, lockouts, acts of terrorism, fire, storm, earthquake, illness among CLICK & RUSH’s staff and any disaster and failure of a third party utility service or telecommunications network (including, without limitation, the internet). CLICK & RUSH will communicate such force majeure events to the Customer in writing as soon as reasonably possible.
Following notification by CLICK & RUSH to the Customer of any such force majeure event as defined in Article 9.1., CLICK & RUSH shall be entitled to a reasonable extension of time to perform its obligations under the Agreement.
INDEMNITY AND LIABILITY
The Customer is responsible for storing the originals of the Project Files. It is the responsibility of the Customer to keep back-up copies of the Project Files uploaded on the Platform and to insure Project Files where required. CLICK & RUSH shall not be under any obligation to maintain insurance against any risks whilst the Project Files are in its possession.
- Save if caused by its intentional fault or its material shortcoming, CLICK & RUSH shall have no liability to the Customer or any other third party whatsoever for any loss or damage to the Project Files whilst in CLICK & RUSH’s possession, which shall be stored at the Customer’s sole risk.
The Customer undertakes to indemnify CLICK & RUSH against all claims, demands, actions, proceedings, damages, losses, costs, expenses, fines and charges or other liabilities made against or incurred or suffered by CLICK & RUSH:
in respect of the content of the Project Files supplied to CLICK & RUSH by the Customer in connection with the Services;
as a result of a failure by the Customer to obtain any licenses or consents as required under Article 5.1;
as a result an infringement by the Customer of the Intellectual Property Rights of third parties; and
as a result of any other breach under the Agreement.
CLICK & RUSH can only be held liable for damages suffered by the Customer if it is directly and exclusively the result of a proven serious shortcoming or material breach on the part of CLICK & RUSH.
CLICK & RUSH’s liability will in any event be limited to [fifty (50) percent (%) of the price to be paid by the Customer], save in the case of intentional fault for which CLICK & RUSH shall remain fully liable and save in the case of fault causing physical harm for which CLICK & RUSH’s liability shall be unlimited with regard to the damages suffered as a result of the physical harm.
These Terms and Conditions constitute the entire Agreement between the Parties and supersede all prior oral or written agreements in relation to the subject matter thereof.
No modifications, amendments or supplements to this Agreement shall be binding, unless made in writing and duly executed by the Parties.
In the event that any provision or a part of a provision of these Terms and Conditions are found to be invalid, illegal or unenforceable under law, it shall not affect the validity, legality or enforceability of any other provision of these Terms and Conditions. In that case, the Parties shall agree on (an) alternative, similar provision(s) that is legally acceptable and that, as far as possible, approximate(s) the economic intent that the Parties had in mind by means of the unlawful provision(s).
These Terms and Conditions are solely governed by and construed in accordance with the laws of Belgium. Any dispute between the Parties arising out or in relation to these Terms and Conditions, shall fall under the exclusive jurisdiction of the courts of Brussels, Belgium.