The general conditions are intended to specify certain aspects of the collaboration between the AdGrafics Design Studio agency and the Customer in order to avoid any conflict or any misunderstanding. They apply de facto to any order for the provision of services, whether they have been agreed in written or oral form, drawn up with or without a quote.
AdGrafics Design Studio undertakes to provide the customer with the services agreed between the parties. These services concern - in the broad sense - communication strategies and advice, graphic design, publishing of communication media (printed and / or electronic) and digital communication services (websites, others).
These services are precisely described in the quote (form for agreement) or contract signed by the Client and the agency, of which they are an integral part. Any subsequent agreement or convention must be in writing and therefore include the valid signature of the parties.
2. Commitments of the parties
In general, the Client and AdGrafics Design Studio undertake to collaborate actively in order to ensure the proper execution of the mandate. Everyone agrees to communicate any difficulties that they become aware of as the project progresses, to allow the other party to act accordingly.
2.1 The client
To enable the agency to carry out its mission, the Client undertakes to:
Establish specifications or validate the detailed description of the offer established by the agency, depending on the briefing. Once approved by both parties, no modification is possible, except with the agreement of the parties. In the event that changes involve a substantial reworking of the initial specifications or the descriptions of the offer, these are invoiced in addition to the initial estimate.
Provide, within the timeframe agreed between the two parties, all the elements necessary for the successful completion of the contract (such as texts, images, videos, etc.) and this in the right formats that can be used according to the targeted media.
Provide all legal information to be added in the documents. The Client is solely responsible for monitoring and respecting the copyright of documents submitted to the agency. Only the responsibility of the Customer can be engaged in this respect.
The erroneous or incomplete material delivered by the Client does not engage the agency's responsibility (unusable source files, erroneous texts or translations, poorly defined photographs, etc.). Additional costs due to necessary adaptations of the material supplied are invoiced in addition (see point 3.2).
2.2 AdGrafics Design Studio
To ensure that the Client responds to his request, the agency undertakes to:
Regularly and effectively inform the Client of the progress of the project, and this, in particular, through the validations submitted.
As regards confidentiality and for the duration of these presents and even after their termination for any reason whatsoever, AdGrafics Design Studio undertakes to keep strictly confidential all information and documents of any nature whatsoever relating to the Client, to which he could have had access in particular within the framework of the execution of the assigned mandate.
3. Offers and billing conditions
The price calculation is based on indications, data and documents provided so as not to be able to misunderstand the work to be performed. Any significant modification of this data during the delivery of the content to the agency for the execution of the mandate will result in a new estimate.
Work ordered without a prior offer is invoiced at the hourly rate, according to the completion time and on the basis of the usual costs of similar work.
Offers made on the basis of imprecise, incomplete data, or in the absence of documents useful for calculating prices can only be indicative and do not commit the AdGrafics Design Studio agency.
3.1 Commissioning of the mandate & delivery of the equipment by the customer
A specification (CC) or a detailed estimate must be validated between the Customer and AdGrafics Design Studio as well as the delivery of all the elements necessary to carry out the service (text, images, videos, sounds, etc.) in the format requested from the Customer. within the time limits set by the mandate calendar.
3.2 Corrections & Additional Charges
The changes and additional work occurring after a firm oral or written order (a modification of the initial briefing, a modification of the basic documents and manuscripts, the adaptation of the data supports provided, the realization of illustrations / pictograms not specified, the research or retouching of photographs, etc.), as well as author's corrections (subsequent changes in text, illustrations, layout, etc.), falling outside the number of hours and number of versions mentioned in the AdGrafics Design Studio quote, are invoiced in addition, on the basis of an hourly breakdown, at the hourly rate agreed in the initial offer.
For transparency purposes, the agency's management costs (material and agency costs, sessions, travel, possible contacts with suppliers, archiving, license fees for the use of graphic programs, etc.) are separated. costs of carrying out the mandate (communication strategies and advice, graphic design and creation, publishing of printed and / or electronic communication media, technical development of digital communication services such as websites, web applications, etc.).
When the duration of a job extends over several months, AdGrafics Design Studio reserves the right to proceed with partial invoicing in agreement with the Customer.
3.4 Interruption of a current mandate
In the event that the mandate is interrupted before its end by the Client, the latter formally undertakes to regularize and remunerate the amounts relating to the current schedule, to the positions carried out or in progress, as well as to the additional services carried out.
The sketches, project studies, the establishment or examination of specifications, the tree structures of the Internet sites, the models, the photographic works, the management costs of the agency, etc., carried out at the time of the interruption of the mandate are invoiced, except written mention in agreement with the two parts. Invoicing is carried out on the basis of an hourly statement, in accordance with the hourly rate agreed in the estimate.
The copyright on the documents issued at the time of termination of the mandate are the exclusive property of AdGrafics Design Studio (see point 4.3) with the exception of the data provided by the Client.
The original files and source data created and used by the agency, as well as the rejected projects, cannot therefore be claimed by the Client without a financial contribution (see point 4.4).
4. Deliverables, intellectual property and copyright, assignment of rights
Designs, advice and strategies, graphic / digital creations or achievements, source files as well as deliverables obtained by the Client during a mandate remain the property of the agency. Modifications or interpretations of a communication medium, an edition or a web creation are subject to copyright and may not be made, under any circumstances, without the consent of the agency.
The AdGrafics Design Studio agency provides the Client with a final (deliverable) document "ready for use". The agency is not required to provide the source data that allowed the design and production of the deliverable, which fall within its know-how and expertise (intellectual property).
4.2 intellectual property
For any consulting, design, creation / graphic or digital production, the agency holds the intellectual property rights in accordance with legal requirements.
Unless explicitly stated otherwise by the Client, AdGrafics Design Studio reserves the right to include in the realization a discreet mention clearly indicating its contribution or that of its partners.
For any service provided, the agency holds the copyright in accordance with legal requirements. By this clause, the Client cannot use the deliverables obtained during a mandate for a use other than that initially planned. This includes any modification, processing or subsequent use in another context (for example when changing service provider).
When the Agency takes part in a competition, the copyright to the documents as well as to the advice and strategies developed remain the exclusive property of AdGrafics Design Studio.
4.4 Transfer of source files and copyright
AdGrafics Design Studio may assign the copyright and transmit the source files - against possible remuneration if this point was not provided for in the request for an offer linked to the mandate - at the request of the Client, within 3 months after the end of term.
The use of source files created by the agency by the Client or by a third party appointed by the latter, is reserved specifically for a minor update of the deliverables *. Any subsequent use in a different form or in terms of formats and uses requires a new agreement. The delivery of the source files does not include the delivery of the non-royalty-free fonts (see point 5 below).
From the source files in its possession, the Customer assumes responsibility for the duration of the licenses and the management of the copyright of the various contents used to edit the deliverable. The agency cannot be held responsible for any violation of the copyrights of third parties or the expiration of licenses not renewed by the client.
* Minor updates mainly include modifications the need for which is linked to the lifespan of the contents of the deliverable such as dates, list of services, mention of prices and information texts as well as visuals. Are not included in the minor updates and are considered as misuse of the source files, the use of the latter for the purpose of editing a new language version of the deliverable, the variation of the source file with the objective of duplicate a similar deliverable of a service, an offer or a complementary product or considered in the same range by the client as the one for which the source file was created by the agency, as well as when more than 50% of the content is renewed, a major modification of the format (size, number of pages, etc.) or of the graphic expression apart from the logo, typography and adaptation of the institutional colors as part of a new or update of the customer's graphic identity. To avoid any misunderstanding, it is recommended if in doubt to notify the agency by email before modifying the source files.
5. Third-party services linked to the mandate (subscriptions / services, licenses, rights)
5.1. Third-party services
In certain circumstances, when carrying out a mandate, it is necessary to link services provided by the AdGrafics Design Studio agency to purchases from third-party entities. Here are some examples (non-exhaustive list):
purchase of images, illustrations, films or soundtracks (from image banks or external service providers)> subject to copyright
purchase of a typeface
> subject to license
purchase of a domain name for a website
> subject to subscription
purchase of accommodation (websites, mobile applications or ePub)
> subject to subscription
purchase of production services (from printers, decorators or other craftsmen).
For all these services, additional costs to the mandate (not included in the AdGrafics Design Studio services) are to be expected, in proportion to the services and the conditions agreed or necessary.
If the Client so requests, AdGrafics Design Studio can assist him by offering advice and offers. The Customer is however solely responsible for concluding the respective contracts, for their maintenance, updating, verification of copyright and payment of the agreed services.
The agency cannot be held responsible for any problem or damage relating to non-compliance with the conditions between the Client and the third party.
5.2 Copyright or third-party entity licenses (when obtaining source files)
When obtaining source files, images, illustrations, films or soundtracks that have been purchased from image banks or photographers also carry copyright (often limited). In most cases, and unless otherwise agreed in writing, the Customer may not use them for any purpose other than that initially provided for in the mandate when purchasing these items. The Customer is required to comply with the contractual obligations. Any further use can only be made with the consent of the copyright owners.
Fonts are considered the same as software. When obtaining source files, fonts which are not "open source" cannot be transferred, they must be the subject of a license purchase from the Customer.
6. Conduct of the mandate
6.1 Starting the mandate
A specification (CC) or a detailed estimate must be validated between the Customer and AdGrafics Design Studio as well as the delivery of all the elements necessary to carry out the service (texts, images, videos, sounds, etc.) in the format requested from the Customer, and this within the time limits set by the mandate calendar. (see point 3.1).
6.2 Content, legality and rights
The contents belong to the customer, he must comply with the legislation in force within the framework of his activity and in the countries where he broadcasts his communication.
AdGrafics Design Studio can in no way be responsible for the content distributed by the customer. Neither can it guarantee that its content is legal and that its means of distribution are in accordance with the law and the practices of its branch. The agency declines all responsibility for any damage.
AdGrafics Design Studio Srl cannot be held responsible for material or immaterial damage that could be caused by the information disseminated or by its use or non-use, by the misuse of communication or by technical problems.
6.3 Studies, sketches and visual models
The models presented to the client by the agency for verification / validation are generally not representative of the finished product, in particular the rendering of the printing (offset or digital, definitive support such as paper or cardboard, definitive quality for the image or sound, etc.). The usual tolerances of the branches involved in carrying out a job apply de facto.
6.4 Control or validation documents (proof)
The customer is required to carefully check the final control or validation documents (color proofs, visual or audio models, etc.). He reports errors clearly and precisely to AdGrafics Design Studio within the agreed timeframe. The agency, for its part, checks the documents to be produced (technical), but is not responsible for errors not reported by the client or not foreseeable at the stage of the final control / validation document.
In the event that it is agreed not to present a control document or if the principal directly requests the computer files without a control document referred to, the latter bears all the risks.
6.5 Delivery time and delay
The agency cannot be held responsible for a late delivery if the material provided by the Customer or the return of the proof is not made within the requested or reasonable time. Economic damage linked to a delay in delivery and proven as such commits AdGrafics Design Studio within the limit of the value of the offer or of the work carried out, as long as there is a written confirmation of the deadline.
Unless otherwise agreed, AdGrafics Design Studio is not required to save and archive the work, working documents and elements (logos, illustration, electronic files, images, films, texts, etc.) made for the customer or provided by it.
6.7 Third-party work
AdGrafics Design Studio can enlist the services of third parties to carry out the mandate. It nevertheless retains the direction and responsibility for execution.
7. Digital services
AdGrafics Design Studio undertakes to design, implement and ensure the online availability of a website, mobile application or digital medium according to the conditions defined in the description of the offer and / or the detailed specifications.
Content readability and compatibility with common browsers (Explorer, Safari, Firefox, Chrome) is ensured in a screen resolution of 1024 x 768 or higher.
AdGrafics Design Studio cannot be held responsible for the improper display of a mandate on versions of browsers more than 4 years before the delivery date or those no longer supported by their designer.
The updating and proper functioning after delivery of the mandate of the hypertext links set up as part of a website, mobile application or digital publication to resources on the Internet are the responsibility of the Customer.
7.2 Maintenance / updating of content
The Customer may at any time request minor modifications to the site or to a digital edition, up to a maximum of a quarter of an hour of work per month, or approximately 3 hours per year. All additional work is notified to the Customer and invoiced at the hourly rate.
In the case of frequent editing of pages and content, constant updating of the content or maintenance of specialized modules, AdGrafics Design Studio offers the Customer a monthly fee for all maintenance work.
7.3 Website management (with AdGrafics Design Studio CMS solution)
AdGrafics Design Studio offers its Customers in its initial quote a basic training in the management of their website. This training is delivered within 1 month after delivery of the site (maximum 4 participants). It must allow him to add articles, pages and / or to modify texts, add / delete photos… In any case, this training does not claim to provide complete training in creation and management website or programming languages. At the customer's request, AdGrafics Design Studio can organize other additional training courses on request.
7.4. Changes to content by the customer
AdGrafics Design Studio has no obligation to monitor changes made to the website by the client or by any other person not working for the agency.
The Customer, or the person designated by him, administering the website by adding pages, articles and media has an obligation to self-monitor the changes he makes to the website. AdGrafics Design Studio is in no way responsible for the loss of data due to the negligence of the Customer.
In the event of a malfunction of the website due to improper handling on the part of the Customer, AdGrafics Design Studio invoices the maintenance hours necessary to restore the proper functioning of the site.
The Client who works on the source code does so at his own risk. The agency cannot be held responsible for any malfunction of the site or problem with saving or displaying. However, in such situations, AdGrafics Design Studio remains at the disposal of its customers and makes every effort to restore a normal situation as soon as possible.
Any complaint must be communicated within 8 days of receipt of the goods (print, digital file, photograph, website, etc.), failing which, the delivery is considered accepted. In the event of a justified complaint, remedial measures will be taken within an appropriate timeframe, but may in no case exceed the value of the offer or of the work carried out by the agency.
9. Revocation or invalidity:
The invalidity of any clause of the present general terms and conditions does not invalidate other clauses. The invalidated clause must be replaced, by common agreement or by judicial decree, by a clause similar in economic intention to the invalid clause.
10. Court having jurisdiction and applicable law
The contractual relations between parties to the present general terms and conditions are exclusively governed by Belgian law. In the case of dispute as to the application or interpretation of the present, and in the case of failure to reach a common accord, the Tribunal of Brussels is the only competent judicial body unless the SPRL, acting as the requestor, prefers to bring action before another competent court.