Terms and Conditions
Version date: 15/01/2020
Article 1 – Application area
1.1 These are the General Conditions of Instruxion NV, established at the Buro & Design Center, Esplanade 1, box 20, 1020 Brussels, with company registration number BE 0474.631.094, hereinafter called “Instruxion”.
1.2 The General Conditions in question are applicable to all business transactions that Instruxion carries out with third parties. They have precedence over all other General Conditions from third parties such as partners, clients or suppliers. Unless stipulated and defined otherwise, the third party renounces his or her general conditions.
1.3 By entering into an agreement with Instruxion, the other party declares (a) to have become acquainted with these General Conditions, (b) to expressly agree with them and (c) to be bound by them.
1.4 These General Conditions can only be deviated from by means of explicit clauses in agreements with third parties.
1.5 Instruxion maintains the right to modify these General Conditions at any time and without notice.
1.6 In case of contradictory clauses or interpretations, the Dutch text of these General Conditions shall take precedence over all other language versions.
Article 2 – Quotations
2.1 Unless stated otherwise our quotations are valid for a period of one month after being drawn up.
2.2 All prices are exclusive of VAT.
2.3 All offers and quotations, in whatever form, are without obligations, unless the reverse is explicitly determined. Offers or quotations are not automatically valid for future orders. With formulated prices there is no obligation to deliver a part for an agreed part of the price given for the entirety.
2.4 Our offers and quotations take into account moderate administrative and communication costs. Costs of international trips and related costs are not included here.
2.5 The implementation times mentioned in our quotations are indicated as information only and are not binding.
2.6 Instruxion maintains the right to refuse the compilation of a quotation for a project.
2.7 The services and projects that are offered and undertaken by Instruxion are a best-effort obligation, not a result obligation.
Article 3 – Orders and work in progress
3.1 An order is only definite after receipt of a written confirmation (such as a “Purchase Order” or “PO”) that includes the order number of the client and our quotation reference.
3.2 In all circumstances, Instruxion maintains the right to refuse an order on the basis of legal, ethical or moral grounds and without further accountability, even if Instruxion has issued a quotation for it.
3.3 When, after placing the order, the client wishes to amend it, this is considered as a Change Request. A Change Request will always give rise to additional costs and a change in the delivery period. The Change Request will be considered as a separate order.
3.4 When the client cancels an order, for whatever reason, he is legally and without proof of default liable to pay compensation to Instruxion for the amount of 15% of the order, as well as all the project costs already made (“time and materials”) and with a minimum of 750,00 euro. Such a cancellation can occur only by registered letter or by fax message.
3.5 Instruxion maintains the right to cancel an order on its own initiative at any time, without further indemnity. In such a case, Instruxion will reimburse the client all amounts paid.
3.6 At the start of a project, a project planning is submitted to the client for approval. This includes the planning and all practical agreements concerning the implementation of the project, such as the responsibilities and tasks for both the client and Instruxion. In case of non-acceptance of the project planning, Instruxion reserves the right to postpone the start or the delivery of the project.
3.7 During the implementation of the project Instruxion may ask the client to make certain choices or take certain decisions. Should the client neglect to take these decisions or take them after the agreed time period, Instruxion will take the decision for the client. These decisions or choices will be deemed to have been accepted by the client. Instruxion shall not hold the client accountable or liable for compensation.
3.8 Unless stated otherwise an Instruxion project includes one review by the client after conclusion of the storyboard and one review after conclusion of the animation. If, after approval of the storyboard or the animation, the client wants to make changes or corrections, such as changes to a voice-over text, when this could have been noticed during the review, then Instruxion will invoice extra costs for these changes or corrections (“time and materials”).
3.9 Instruxion includes resources on the basis of the approved project planning. When the client has not delivered his input or feedback at the agreed point in time, then Instruxion maintains the right, in accordance with this planning, to move the project ahead or to adapt the planning unilaterally. All corrections, adaptations or costs which are the result of late input or feedback from the client, will be considered as extra costs for the client (“time and materials”), with a minimum of 500,00 euro.
3.10 Instruxion, its personnel and its freelance workers, agree not to make public any information that is obtained from the client in the performance of their order, nor to use this information without the explicit permission of the client. Instruxion takes all reasonable precautionary measures to protect the interests of the client. The client shall make no announcements about the approach, working procedures or quotation of Instruxion, nor the reports placed at their disposal, without permission from Instruxion.
3.11 When the performance of a project comes to a standstill for a period of at least one month and for circumstances beyond Instruxion’s control, Instruxion maintains the right to send an additional interim invoice to the client, in proportion to the services and costs already fulfilled.
3.12 When the performance of a project comes to a standstill for a period of at least three months and for circumstances beyond Instruxion’s control, Instruxion maintains the right to unilaterally cancel the order. In such a case the client cannot claim any damages. Furthermore, if the delay is due to an action or inactivity of the client, he is legally and without proof of default liable to pay compensation to Instruxion for the amount of 15% of the order, as well as all the project costs already made (“time and materials”) and with a minimum of 750,00 euro.
Article 4 – Deliveries
4.1 If the client does not formally accept the delivery within fourteen calendar days after delivery, then the delivery will be considered as accepted. All modifications or corrections requested by the client after this period shall be considered a Change Request.
4.2 All complaints concerning the delivery should be made in writing to Instruxion within fourteen calendar days after delivery. When in default of this, the delivery will automatically be considered as accepted by the client and each complaint is legally rejected. Complaints are possible only when the client has not used, processed or incorporated the delivery, or has disposed of it in some other way.
4.3 All delivered products are provided with a clickable Instruxion logo. All players are provided with an animated Instruxion logo during the loading and a reference to Instruxion in the end-credits of the animation. All deviations from this lead to an additional cost, which will be invoiced to the client.
4.4 For the Flash animations that Instruxion delivers, the client should have at least Adobe Flash player version 10 at his disposal. Instruxion guarantees that its Flash creations function on version 10. They may also work on higher versions, but is not supported as standard by Instruxion.
4.5 When the creation includes an Internet application, Instruxion guarantees that it functions on the following browsers: (a) Microsoft Internet Explorer version 7, (b) Microsoft Internet Explorer version 8, (c) Firefox version 3. Other versions or other browsers may also work, but are not supported as standard by Instruxion.
4.6 When making a preparatory order with Instruxion, the client acknowledges to be fully informed about the possibilities of the delivered services or products. The client will comply with the user conditions of Instruxion’s creations. The client is solely responsible for the appropriate use of the product, the services or the software, taking into account the specifications, the documentation and the instructions of Instruxion.
4.7 All physical deliveries and all transport of material during the performance of a project are at the risk and for the account of the client.
Article 5 – Invoices
5.1 Unless stated otherwise, all our invoices are payable thirty days after the date of invoice.
5.2 Any complaints concerning the delivery or performance cannot be used as an excuse to postpone or delay the payment of our invoices. The payment without any restriction of a part of the invoiced amount is considered as acceptance of this invoice.
5.3 Each late payment or non-payment will be considered as a contractual error in accordance with article 1147 of the Civil Code. Non-payment or late payment of our invoices gives Instruxion the legal right and without proof of default, to a compensation of 12% of the invoiced amount with a minimum of 250,00 euro. Furthermore, a demur interest of 1% per month will be considered. Hereby, each beginning month will be considered as a complete month. Compensation and interest are payable, regardless of any legal interests and costs.
5.4 Partial payments will be accepted by Instruxion under all conditions and without any adverse effects. They will first be attributed to any potential legal costs, then on the interest due, followed by the fixed compensation and finally the principal amount.
5.5 In the case of non-payment or late payment of our invoices, Instruxion maintains the right to defer or cancel any further work or further deliveries to the client. Instruxion shall be under no obligation to offer compensation or pay back the client for this.
5.6 When the delivery of projects, for whatever reason, takes place later than six months after the date of order, Instruxion maintains the right to adjust the price of the quotation to altered exchange rates or inflation. For an exchange rate adaption the value of the currency in which the quotation is made up is taken into account on the one hand and on the other hand, the euro. For a wage indexation, the Belgian consumer price index is taken into account.
5.7 Unless agreed otherwise, the total price of a project will be invoiced: (a) 50% on the commencement of the project, (b) 30% at delivery of the first animation review, and (c) 20% at the final delivery. Instruxion has the right to invoice each part delivery separately.
Article 6 – Intellectual rights
6.1 Instruxion maintains all intellectual rights to the creations that they have made for the client. The client receives only a user right to the creations. Thus, the client can make no claim for compensation for not receiving the intellectual ownership of the creations. Under no circumstance can the client make a claim to the source code of the creations.
6.2 The user’s right that the client receives is simultaneously limited to (a) the platform or channel as described in our quotation, (b) the geographic application as described in our quotation, (c) the target audience as described in our quotation and (d) a maximum period of three years after delivery. The user’s right does not permit the client to make alterations or derivatives of the creations, by himself nor by a third party. Each extension of this user’s right must be obtained from Instruxion and shall give rise to a new quotation for the extended user’s right.
6.3 When the client himself delivers graphic or typographic material for the creations that Instruxion makes for him, Instruxion shall not obtain the intellectual property rights to that material. The client stands surety that the material in question (a) is free of rights or (b) that he is the legal owner of it, or (c) that he can make legal use of it. The client shall safeguard Instruxion for all liability against third parties concerning the delivered material, including any damage that can arise from this. Instruxion cannot, under any circumstances, be held responsible for the misuse of intellectual rights to the material in question.
Article 7 – Liability
7.1 Under no circumstances is Instruxion liable for indirect damage such as, among others, commercial or financial loss, loss of data, loss of reputation, loss of profit or turnover, loss of clients and loss as a result of legal steps taken by third parties against the client.
7.2 Instruxion shall, in relation to the client, only be liable for actual past and proved damage resulting from the explicit obligations in the agreement made with Instruxion, with the exception of any other implicit or non-written obligations. The liability of Instruxion according to or in connection with an agreement made with Instruxion shall be, per claim or series of claims, resulting from the same fact or the same origin, in each case no more than the total amount invoiced to the client and paid by him and which is related to the specific project to which the claim is connected.
7.3 The rights and obligations, which result from the agreements made with Instruxion for the client, can be neither partially nor completely transferred to third parties, without the prior written permission of Instruxion. When a provision of an agreement made with Instruxion or the application of it, regardless of which party or circumstance, no matter how unfeasible it would be or is, that will not detract from the rest of the agreement.
7.4 In the case of a dispute between Instruxion and a third party, the law courts of Brussels have sole jurisdiction.