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FABRIC MAGIC
SALES CONDITIONS
1.1 These general terms and conditions apply to all quotations for services and products provided by Fabric Magic BV (hereinafter: “FM”), a company under Belgian law with its registered office in Belgium at 2630 Aartselaar, Kontichsesteenweg 39, registered with the Crossroads Bank for Enterprises (KBO) and VAT registration number BE 0652.858.005, or Fabric Magic Productions BV (hereinafter “FMP”), a company under Belgian law with its registered office in Belgium at 2630 Aartselaar, Kontichsesteenweg 39, registered with the Crossroads Bank for Enterprises (KBO) and VAT registration number BE 0687.965.174, or Magic Makers BV (hereinafter “MM”), a company under Belgian law with its registered office in Belgium at 2630 Aartselaar, Kontichsesteenweg 39, registered with the Crossroads Bank for Enterprises (KBO) and VAT registration number BE 0803.042.511.
1.2 These general terms and conditions and the specific conditions agreed upon between FM, FMP, MM, and the Customer (such as, for example, the purchase order, the service agreement) together constitute ‘the Agreement.’ If other attachments are included with the Agreement, and inconsistencies arise between different documents, the parties confirm the following hierarchy among the documents: specific conditions, specific attachments, general terms and conditions of FM, FMP, MM. The Customer’s general terms and conditions apply only if they have been expressly and in writing confirmed by FM, FMP, MM for the execution of the order. Matters not described in the Agreement shall be governed by the generally applicable legal rules under Belgian law.
1.3 These general terms and conditions must be signed by the Customer, either upon receipt of a quotation from FM, FMP, MM, upon placing an order by the Customer, or upon the signing of the agreement between the parties. The parties acknowledge the legal validity of the signature of the agreement with an electronic signature using commonly accepted and available software and/or the exchange of scanned or PDF signatures. Each party has the right to use the electronically signed version of the agreement as evidence of its existence. Acceptance of these general terms and conditions by the Customer is also inferred if the Customer has not raised objections within a reasonable period following receipt, which is determined to be 7 calendar days. Deviations from these general terms and conditions are only possible with the consent of FM, FMP, MM.
1.4 FM, FMP, MM reserve the right to amend or supplement these general terms and conditions at any time with valid reason. In such cases, an amendment or supplement will be communicated in writing to the Customer. If the Customer has not raised written objections to the relevant amendment(s) or supplement(s) within 7 calendar days of receiving this notice, it will be deemed that the Customer has accepted them.
2.1. Unless stated otherwise, quotations are valid for a period of thirty (30) days from the date of the quotation. By signing an offer or confirming it via email or by other means, the Customer places a definitive order that cannot be unilaterally canceled. Quotations are indivisible and can only be accepted in their entirety.
2.2. The Agreement between the parties is established at the moment when either the Customer returns a signed quotation to FM, FMP, MM, or when the Customer sends an order confirmation to FM, FMP, MM, along with these general terms and conditions signed by the Customer, or when the Customer returns the service agreement signed to FM, FMP, MM along with these general purchase conditions signed by the Customer. The quotation, order confirmation, or service acceptance agreement is sent to the email address provided by the other party. It is the responsibility of the parties to ensure that the messages do not end up in their spam folder.
2.3. Only the services and products expressly mentioned in the quotation, the service acceptance agreement, or in the order confirmation are included in the Agreement.
2.4. The Agreement is concluded for the entire duration of the agreed-upon services and their execution and/or the delivery of products.
3.1. FM, FMP, MM will carry out the Services with due care and attention. FM, FMP, MM may fully rely on information provided by the Customer or its employees and may assume that such information is correct, complete, and up-to-date. FM, FMP, MM always aims to meet the agreed-upon (delivery) deadlines and will inform the Customer of any delays.
3.2. The execution of the Agreement may require close cooperation between FM, FMP, MM, and the Customer. Parties will respond promptly to each other’s requests for input without unreasonable delay and acknowledge that a delay in providing such input may lead to delays in delivery.
If the Customer provides (personal) data, materials, logos, works, or other elements to FM in the context of the Services, the Customer guarantees that FM, FMP, MM is entitled to use them in the execution of the Agreement.
If Services are provided at the Customer’s location or a location designated by the Customer, the Customer will provide a suitable and safe working environment for the employees and other personnel of FM, FMP, MM, in accordance with legal requirements. The Customer shall take care of and be responsible for any damage to products and materials provided to the Customer in the context of the execution of the Services.
Upon delivery, the Customer must immediately inspect the results of the Services. Any complaints must be reported to FM, FMP, MM in writing and with reasons within five (5) working days of delivery; otherwise, the results of the Services are deemed to have been accepted by the Customer.
4.1. FM, FMP, MM provides the Services to the Customer for payment of the fixed fee or the daily or hourly rates as indicated in the Special Conditions. Prices are indicated in Euros and are exclusive of VAT, taxes, and any other levies.
4.2. If a daily or hourly rate is agreed upon, the Services will be invoiced based on the actual time worked, where applicable, plus any expenses and/or travel allowances. Unless expressly agreed otherwise, a daily rate covers a presence of eight (8) consecutive hours. FM, FMP, MM reserves the right to revise the agreed price due to a price increase in one or more elements of the production or logistics chain and/or in the case of a price increase in the raw materials required for the Services.
4.3. Invoices are payable within thirty (30) days from the invoice date. An invoice that is not contested with motivation within fourteen (14) days from the invoice date is deemed to have been accepted by the Customer. If an invoice is disputed by the Customer, the payment obligation can only be suspended from the moment FM, FMP, MM is informed until the dispute is resolved and, in any case, for a maximum period of 4 months.
4.4. From the expiry of the payment term, the Customer is automatically and without prior notice liable for a conventional interest rate of 1% per month. In addition, a lump-sum increase is applied, amounting to 10% of the invoice amount, with a minimum of 200 euros per invoice. The Law concerning combating late payment in commercial transactions (W. 02/08/2002) applies.
4.5. Licenses and other intellectual property rights are always granted subject to the suspensive condition of full payment of the corresponding invoice(s), including any default interest and fees. FM, FMP, MM expressly reserves ownership of all delivered elements until full payment of all invoices is received.
5.1. Provided that the corresponding invoices, including any default interest and fees, are paid in full and unless otherwise specified in the Special Conditions, the Customer obtains a temporary, non-transferable right to use, reproduce, and communicate (hereinafter referred to as the “License”) the final result of audiovisual, live entertainment, graphic, or other works of creative nature, on which copyrights or other intellectual property rights rest, specifically developed for the Customer by FM, FMP, MM as part of the Services and described in the Special Conditions (hereinafter “the Works”). Pre-designs, rushes, editing timelines, and other non-finalized elements do not fall within the definition of Works. Unless expressly agreed otherwise, the License is limited to the use of the Works within Belgium.
5.2. If no term is specified, the License is valid for a period of 1 year from the date of delivery. If the purposes and/or media are not described in the Special Conditions, the Customer may use the Works in a manner that can reasonably be expected by FM, FMP, MM, taking into account the nature of the Works (e.g., instructional video ⬄ commercial) and the description in the Special Conditions.
5.3. Unless expressly agreed otherwise, the Customer shall not have the right to modify the Works (translate, re-edit…) or use any part of the Works separately. In exceptional cases, if the Special Conditions specify a transfer of rights to the Works (instead of a license), such transfer shall only apply to the parts of the Works specifically developed by FM, FMP, MM for the Customer and shall not apply to any underlying software or pre-existing elements developed by FM, FMP, MM, or third parties, which may be subject to specific license terms.
5.4. Unless otherwise agreed in the Special Conditions, live performances are not considered Works for which a License is granted or intellectual property rights are transferred. The Customer merely obtains the right to stage and communicate FM, FMP, MM’s live performances to the present audience at the time of execution.
5.5. If exclusivity is agreed upon, it applies exclusively to the Work itself, not to the various components (logos, images, choreographies, music…) integrated into the Work.
5.6. Depending on the specific use the Customer makes of the Works, and in case of exploitation of the Works beyond the limits of the License, additional license fees and/or damages may be due under legal licenses and/or (mandatory) collective management. The Customer alone shall be responsible for the necessary declarations, payments, and any other obligations in this regard.
5.7. FM, FMP, MM reserves the right to integrate data in the Works in the context of the right to attribution (e.g., end credits). Furthermore, FM, FMP, MM always reserves the right (for the entire duration of the rights) to use the Works as reference and promotional material, for example, by displaying (parts of) the Works on the website or social media of FM, FMP, MM. Unless otherwise agreed, FM, FMP, MM is allowed (but not obligated) to mention the name of the Customer.
6.1. Each of the parties shall strictly maintain the confidentiality of any information received from or through the other party in connection with the Agreement and shall only use it in the context of the execution of the Agreement and/or when disclosure is required by law or binding decision of a competent (judicial) authority. In the latter case, where legally permitted, advance notice shall be given of the mandatory disclosure to the owner of the confidential information so that the necessary steps can be taken to prevent the mandatory disclosure.
6.2. Confidential information shall be considered as: Any information that can reasonably be regarded as information of a confidential nature, such as, for example, financial information (including price and rate information), commercially valuable information, information about processes and methods, information about products and intellectual property rights, information about customers, employees, workers, or suppliers, etc.
Information shall not be considered as confidential if: (i) it was lawfully obtained from a third party not bound by confidentiality; (ii) it was already known to a party before it was disclosed to her in the context of the Agreement; (iii) it is developed by a party herself without a breach of this Agreement; (iv) it is publicly known or public (without fault of the party that must keep the information confidential under this Agreement).
The Client shall refrain from approaching any employee of FM, FMP, MM involved in the execution of the Services with the aim of establishing a collaboration and/or recruiting such an employee, whether directly or indirectly (through an interim agency, company, or by any other means). In the event of a breach of this provision, FM, FMP, MM shall be entitled to charge a lump-sum compensation amounting to [10,000 Euros] per violation.
8.1 The commitments of FM, FMP, MM under this Agreement constitute obligations of means. Except for liability due to fraud, deceit, intent, or gross negligence, the liability of FM, FMP, MM in the context of this Agreement is always limited to a maximum of the fee paid or due by the Client for the Services that gave rise to the damage.
8.2 Unless in cases of fraud, deceit, intent, or gross negligence, FM, FMP, MM shall in no event be liable for indirect or consequential damages, loss of revenue, loss of profits, increased general expenses, diminished goodwill, business interruption, disruption of planning, loss of clientele, or opportunities.
8.3 Any claim arising from this Agreement shall expire one (1) year after the delivery of the Works and/or Services to which the claim relates.
9.1 Each of the parties may terminate this Agreement with immediate effect against the other party, without prejudice to its right to compensation, by sending a notice by registered mail if:
- The other party is in a general payment strike or a situation of bankruptcy or is evidently insolvent.
- In case of proof or serious suspicion of fraud committed by the other party.
- If the other party ceases its activities and/or its company is dissolved or liquidated.
- In case of a gross error or omission by the other party, which is not remedied within a period of twenty (20) working days after a written request to do so.
9.2 FM, FMP, MM reserves the right to terminate the Agreement with immediate effect against the Client by sending a notice by registered mail if the Client fails to pay one or more invoices by their due date.
9.3 Unless the Client terminates the Agreement due to a proven gross error on the part of FM, FMP, MM, and FM, FMP, MM fails to rectify the error after being requested to do so in writing by the Client, the Client shall compensate FM, FMP, MM for all services actually performed and expenses incurred up to the time of termination. FM, FMP, MM reserves the right to claim additional compensation for higher actual damages suffered.
10.1 Neither Party shall be liable for the non-compliance with its obligations (except for the payment of any amounts due) when such non-compliance is a result of causes beyond its reasonable control, unforeseeable, and unavoidable, including but not limited to fire, flood, earthquake, storm, water damage, exceptional weather conditions, strikes, social unrest, war (declared or undeclared), embargoes, blockades, legal restrictions, government regulations, theft, or blocking of the computer, IT, or telecommunications system. If one of the parties is affected by a force majeure situation, it shall immediately inform the other Party thereof in writing. These elements thus exempt the affected party from fulfilling the agreed-upon obligations, without the other party having any right to claim reimbursement of costs, damages, or interest for this reason. In the event of force majeure, the parties may suspend the performance of the agreement during the period in which the force majeure exists, or terminate the agreement (by registered mail) if the force majeure persists for more than two weeks.
10.2 If a force majeure situation leads to the Services being unable to be delivered on the agreed-upon date (cancellation of an event, impossibility of recording for a certain period, etc.), the Parties will strive to reschedule the Services to another date by mutual agreement. In such a case, FM, FMP, MM may invoice the Client for efforts already made under the Agreement (including rehearsals and other preparatory activities) and/or expenses incurred. If the postponement results in additional costs or efforts for FM, FMP, MM (e.g., related to rented equipment that could not be canceled, extra rehearsals necessary due to the time elapsed), the Parties will agree on a reasonable additional fee for this.
10.3 If a force majeure situation lasts for more than sixty (60) days and the Services cannot be rescheduled, each of the Parties has the right to terminate the Agreement in writing. Efforts already made under the Agreement (including rehearsals and other preparatory activities) and/or expenses incurred will be reimbursed to FM, FMP, MM in proportion, as applicable.
11.1 Parties acknowledge that the invalidity of one of the clauses in the agreement does not render the entire agreement void. In this case, the parties undertake to replace the invalid clause with a valid clause that closely aligns with the original legal and economic intent of the parties.
11.2 The Client shall not transfer its rights and obligations under the Agreement to a third party without the prior written consent of FM, FMP, MM.
11.3 The Agreement is subject to Belgian law, excluding the Vienna Convention of 11 April 1980 (CISG).
11.4 In the event of a dispute, the parties shall attempt to find an amicable solution. If such a solution cannot be reached within a reasonable period from the date of sending the registered letter in which the most aggrieved party has requested an amicable settlement from the other party, only the courts of Antwerp, Antwerp division, Belgium, shall have jurisdiction to settle the dispute.
