Subject to errors due to translation, machine translation by Deepl translation
Quotations, orders, contracts and other commercial or technical documents which form the basis of a mutual commitment between Latcho Drom NV (hereinafter referred to as Latcho) and the customer may under no circumstances be shared with third parties without the express permission of Latcho. The customer implicitly agrees with the interpretation given by Latcho to each of the elements and concepts mentioned in the offers, orders, contracts and other commercial or technical documents presented by Latcho to the customer with a view to entering into or perpetuating a mutual commitment.
These general terms and conditions together with our special terms and conditions constitute the agreement between the parties. The customer explicitly acknowledges to have been informed of these general terms and conditions pre-contractually and to have accepted them. Unless otherwise agreed in writing, the following terms and conditions of sale apply to all our business transactions; any other terms and conditions of sale of the buyer are not accepted unless they have been agreed in writing.
All our offers, including those made by means of price lists and brochures, become binding only after they have been confirmed by us in writing. Afterwards, they are valid for one month. A contract shall only be binding on us from the date of dispatch of our written order confirmation. This provision applies to both the price and the estimated date of delivery. Even if a formal agreement or order confirmation exists, Latcho may at any time formulate a new price proposal or a new delivery date should Latcho consider the original proposal not to be in accordance with the intended commercial reality. All prices are exclusive of VAT (and other possible taxes) unless otherwise stated. Latcho shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
Budget:
Order:
It is recommended that the communication agency for Latcho, if a production, after a full pitch, does not finally go ahead for any party, coordinates with the advertiser in order to obtain compensation for costs incurred.
We reserve the right in the event of late payment or any other default or breach of good faith on the part of the client to suspend or cancel the execution of all current orders, at the expense and for the account of the client. In the event of cancellation, the customer shall automatically owe additional fixed compensation of 25% of the value of the cancelled amount, exclusive of VAT, without prejudice to our right to claim additional compensation if the actual damage suffered exceeds the damage estimated on a fixed basis. In addition, all claims, including those not yet due, can then be collected immediately. If an order is cancelled less than 48 hours before the start of the work, the customer shall additionally owe Latcho a compensation of at least 1 full day’s recording fee for the agreed work.
Cancellation after award
When a project is cancelled after it has been awarded to Latcho, Latcho will prepare a cancellation budget based on the original agreed budget. The cancellation budget shall contain a transparent overview of the costs already incurred by Latcho for that project, cancellation fees and a part of the missed mark-up.
All invoices shall be payable exclusively by bank transfer or transfer to the account number of Latcho, indicating preferably the reference number or alternatively the invoice number and date. Any order formally confirmed or contractually agreed by the customer shall be irrevocable, whether or not an advance payment has been made. Where appropriate, the advance payment made by the customer shall be deducted from the total price for the order.
Invoicing:
The communication agency and Latcho shall agree on the invoicing terms applicable to that production at the latest at the time of the briefing. The invoicing terms and conditions listed below form a good basis for productions at home and abroad. Any deviating invoicing conditions should be included in the briefing and the communication agency and Latcho should discuss and agree these at the briefing before any costs are incurred.
Production in Belgium
The second advance invoice and/or the balance invoice must be paid no later than 30 days after the invoice has been drawn up.
Production abroad
Extra costs and any agreed supplements shall be invoiced separately and additionally for productions at home and abroad.
All complaints relating to delivery and invoicing must be made by registered letter within 8 days. Reaction to a late complaint does not imply renunciation of this article. If the buyer or the principal does not react within five days after receipt of the goods or services, he is deemed to have unconditionally and definitively accepted the goods delivered by Latcho. Complaints, however, do not release the buyer from his payment obligations.
In the event of late payment, a conventional interest rate calculated at the interest rate set in implementation of Article 5 of the Law of 02.08.2002 on combating late payment in commercial transactions shall be payable, ipso jure and without prior notice of default, from the due date of the invoice until the date of full payment. In the event of full or partial non-payment of the invoice on the due date without serious reason, the balance shall be increased – without the need for a notice of default and without prejudice to the costs of any proceedings – by a fixed penalty of 12% of the total amount of the invoiced sums or balances claimed, with a minimum of EUR 75 and a maximum of EUR 2,500, even if terms of respite are granted. The customer will also lose the benefit of the discounts granted on the standard rate.
Each payment shall first be charged by Latcho as a settlement of interest, damages and/or costs before being deducted from the invoice balance. Payments will first be deducted from the oldest outstanding invoice. The non-payment on the due date of a single invoice, the protest of a bill of exchange (even if this has not been accepted), any application for concordat judicial reorganisation (WCO) and/or dissolution and putting into liquidation, amicably or judicially, any application for postponement of payment, even unofficially, or any other fact demonstrating the customer’s inability to pay, shall render the balance due of all the other invoices, even those not yet due, immediately payable ipso jure and without notice of default. Furthermore, in such cases Latcho reserves the right to suspend all further work for the customer concerned, without notice of default and without prejudice to its right to compensation.
Latcho reserves the right to disable the services concerned in the event of late payment, breach of contract or any other breach of obligation by the customer, such at the discretion of Latcho. Latcho can never be held liable for damages in any form whatsoever, compensation for loss of data, compensation for indirect damage and/or consequential damage or compensation for loss of turnover and/or profit. If the services are switched off, Latcho shall inform the customer of this in writing or by e-mail at least 3 working days in advance. Payment of invoices shall never be subject to whether or not the customer accepts the result of the order or parts thereof qualitatively or quantitatively. If, at the customer’s request, the invoice is drawn up in the name of a third party, the customer and the third party shall be jointly and severally liable for the performance of the payment and other obligations arising from the general and special terms and conditions of sale.
The goods delivered by Latcho remain our property as long as they have not been fully paid for by the buyer (both the principal and the accessories). On the understanding that in the meantime all risks, none excepted, are at the buyer’s expense. Latcho always remains the owner of the original material they have produced unless otherwise stated.
By signing the order form/offer the buyer accepts the obligation to indemnify Latcho against claims by third parties in connection with possible copyrights. Latcho shall also retain the exclusive right to all the technical rights of the orders it has delivered, such as the reproduction, editing, re-assembly and copying in any way whatsoever. This enumeration is not exhaustive. At the client’s request, a quotation will be drawn up for each copy in advance.
We reserve the right to make changes to the agreed terms and conditions for the purchase of media or titles, based on the requirements set by the media and in accordance with their specific general terms and conditions (e.g. with respect to rate increases and cancellations). Cancellation by the customer implies that he shall bear all the consequences which may arise.
With regard to third parties, the client bears all responsibility for the orders he has ordered and approved. The customer shall indemnify us on first request against all claims of third parties and bear all costs of possible proceedings.
The customer shall provide all information and materials necessary for the execution of the order in a timely manner and directly to Latcho. The customer shall immediately inform Latcho of any change in name, address, e-mail, telephone number, VAT number, status or change of legal form.
We cannot be held liable for any error or even gross negligence on our part or on the part of our employees, except in the case of an intentional error. Under no circumstances can we be held liable for any consequential damage, such as for example loss of expected profit, decrease of turnover, loss of clientele, which the customer would suffer as a result of any error or negligence on our part or on the part of our employees in connection with this agreement.
The execution periods indicated by us are only indicative and cannot bind us unless specifically, explicitly and in writing provided otherwise.
Complaints about the nature and extent of our products and/or services must be reported to us – on penalty of forfeiture of all rights – at the latest within 5 days after discovery by the customer. Reaction to a late complaint does not imply renunciation of this article.
Latcho recommends that the buyer and the principals take out their own insurance. Latcho accepts no liability concerning direct or indirect damage suffered by principals or third parties caused by stoppages, breakdowns or malfunctioning of the equipment, or caused by operating personnel, or arising from any cause whatsoever. Nor does Latcho accept liability for damage of any kind or loss of materials provided for processing and/or storage, irrespective of the cause of such damage or loss. Latcho cannot be held liable in any way for the transport of the material entrusted to us.
We do not accept any purchase conditions or any conditions of our own from our customers, unless they have been explicitly negotiated and accepted by us in writing. Our general and special conditions exclusively govern the agreement between the parties.
If the agreement is terminated by the customer, he shall be liable for compensation equal to the services already rendered and the materials already purchased for the order in question, plus damages, the minimum of which is fixed at 25% – increased to 65% in the case of custom work – of the price excluding VAT, without prejudice to Latcho’s right to prove the additional damage. For the principal-consumer, i.e. any natural or legal person who acquires or uses the products or services exclusively for non-professional purposes, the compensation shall be fixed at a minimum flat rate of 15% – increased to 30% in case of customisation – of the price excluding VAT, without prejudice to Latcho’s right to prove the additional damage. The principal-consumer shall have the same rights if the contract is terminated as a result of the faulty performance of Latcho.
Latcho may unilaterally terminate the contract by registered letter if one or more of the situations from the following enumeration, not necessarily limited to but in the spirit of that enumeration, occur:
In the event of bankruptcy, judicial reorganisation (WCO), dissolution and liquidation, temporary administration, collective debt settlement or any other indication of imminent inability or incapacity to pay by the customer, Latcho also reserves the right to discontinue all services without being liable to pay any compensation to the customer. Latcho also reserves the right to regard the agreement as dissolved by operation of law, without further notice of default, either in its entirety or for the part of the agreement not yet executed.
In the event of termination by mutual agreement, the applicable modalities may be freely chosen.
Latcho shall not be held liable for the non-performance or late performance of an order in the event of force majeure of any kind or any event beyond its control. Latcho shall not be obliged to prove the unforeseeable nature of the circumstance constituting force majeure. The customer cannot use possible defects, which despite all care would have crept into the result, as a reason not to pay an outstanding invoice. In addition, the customer shall indemnify Latcho against all consequences of claims which its own customers might make against Latcho. Latcho can never be held liable for the data placed on its systems by the customer and cannot be held liable for damages caused by third parties. The customer shall recover damages caused by third parties directly from such third parties. Latcho cannot be held liable for loss of data, delays or interruptions of the services provided. The customer is expected to take a backup of all data placed on the systems by the customer or transmitted through these systems. The customer is at all times responsible for all damages resulting from misuse of the services. Neither party can be held responsible for the consequences of force majeure.
Unless explicitly protested by the client, Latcho is free to refer to the name and logo of the client and the produced material for its own publicity purposes, in writing and verbally, both on online and offline channels. In doing so, Latcho shall of course not disclose any details which are covered by the confidentiality provisions as laid down in any separate contract entered into with its customer.
Latcho cannot be held responsible for publications by cast or crew on their social media or online. Of course we ask cast, crew or anyone who is involved in the project to exercise the necessary discretion. Latcho is not responsible for any statements, notifications or other statements, this list is not exhaustive, online or otherwise made by cast or crew that may be contrary to the values or principles of the client, agency or other parties involved in the project. Latcho can in no way be held responsible and cannot be asked to pay compensation in such cases, or be held responsible for loss of income or turnover.
Latcho and the customer undertake to treat personal data received from each other in accordance with the Law of 8 December 1992 and the Royal Decree of 13 February 2001 on the protection of privacy in relation to the processing of personal data. The customer accepts and acknowledges that Latcho, in the course of performing its obligations under the agreement, may process personal data received from the customer and the customer undertakes to ensure that all relevant data subjects (as defined by law) consent to such processing by Latcho.
All documents provided by Latcho such as designs, scripts, models, test films, intention notes, storyboards, etc. (this list is not exhaustive) are exclusively intended to be used by the client and only after approval of the script, budget, idea and elaboration by Latcho. Only upon final approval and confirmation of the assignment can these rights be transferred to the client. Until then these rights, copyright etc. remain the property of Latcho. They may not be reproduced, made public or passed on to third parties, copied, published, stored, adapted or used in any form whatsoever, online or offline, without the prior written permission of Latcho. All rights are reserved.
The agreements are concluded at the registered office of Latcho and are subject to Belgian law. Any dispute arising from the interpretation or execution of the contract shall be subject to the jurisdiction of the courts of the judicial district of Brussels, even in cases of urgency (e.g. summary proceedings). The possible nullity of one or more provisions of these general terms and conditions shall in no case imply the nullity of the entire agreement. The other provisions shall therefore remain fully applicable.c