The present General terms and conditions aim at defining the conditions under which Artemio Design carries out its services or product development processes. Artemio Design is a branch of Artemio S.A. located at Allée de Salmonsart 2, 7090 Braine-le-Comte, Belgium; registered in the Belgian register of Companies under reference n° BE0471.675.366.The Customer is the person that put an order whereas the service provider is the person who agreed to carry out this order.
All offers, interventions and actions of the Provider are subject to the General Terms and Conditions.
These shall be deemed accepted by the Customer upon putting an order, without any restrictions.
These general terms and conditions lay out the order conditions, invoicing, payment and delivery.
All orders submitted by a Customer to the Provider will imply the Customer’s definitive and irrevocable agreement with the terms and conditions of sales presented below.
2 – Offers and quotations.
2.1 Submitting quotations:
The offers of the Provider are established without any commitment on his part. They only bind the Provider when they have been expressly accepted by the Customer and after written confirmation, sent by mail or electronically, of the Client’s order by the Provider.
Offers and quotations made by the Provider are only valid for a period of one month.
A deposit of 25% minimum may be required to order without any justification, the balance being payable according to the terms specified below. This deposit will be established on the basis of a detailed calculation, that the invoicing is done with a cost-plus contract, a fixed price contract or on the basis of royalties.
2.3 Modifications :
Any changes of the initial specifications will entail an adjustment of the initially agreed prices.
In case of cancellation of an order in progress, the worked hours will be invoiced and a flat fee of 500€ will be added.
2.4 Suspension :
In case of suspension of the project following a delay of the Customer to follow up the information and requests presented to him, the work, in the state of execution where it is, will be billed to him. Moreover, in case of suspension or delay of the customer, compared to the retro planning presented, provisional billing can be established at the current stage of the execution of the order (service, prototypes, wages, transport, …)
3 – Delivery.
The delivery is considered completed on the day of the first presentation or delivery of the prototypes and / or the first files to the Customer.
3.2 Final delivery:
The delivery is considered final only when the customer has validated the files and / or prototypes, and that the latter or the goods are delivered to him
In case of delivery of goods, these must conform to the prototypes presented.
The delivery delays and feedback are only given as an indication and start only on the working day of the delivery to the Provider of all the elements necessary for the realization of the order.
The delays of the Provider are automatically extended by any event beyond his control and making it impossible or difficult to perform his services for as long as this event lasts, including technical or computer problems.
These fortuitous delays do not authorize the Customer to cancel the order or to claim any compensation from the Service Provider.
If, at the request of the Customer, the execution of the order leads to additional costs due to a shorter period than the agreed or normal period, they will be charged.
4 – Invoicing.
The quote of the Service Provider will be detailed and the prices will be those in force on the day of sending the Quotation to the Customer. Prices are expressed in euros and exclude VAT.
It is possible to work on fixed price, on the basis of royalties, or in management.
As a rule, the daily expenses for an eight-hour day are for example:
• € 800 excluding VAT for a Director.
• € 500 excl. VAT for a Senior Graphic Designer / Illustrator.
• € 250 excluding VAT for a junior graphic designer.
A deposit of 25% minimum can be requested to the order and the balance is payable 30 days from the date of final delivery.
From the day of the due date, each unpaid invoice will pay by right and without notice a default interest in accordance with the Law on the fight against late payments (02/08/2002) as well as damages covering collection costs, conventionally fixed at 15% of the amount of the receivable due with a minimum of 500,00 EUR.
Any invoice is deemed accepted in the absence of specific dispute communicated to the Provider by the Customer by registered mail or by e-mail within 15 days of receipt of the invoice. After this period, any claims by the Customer may no longer be taken into consideration by the Service Provider.
5 – Services and delivery products.
5.1 The Provider offers the Customer various tailor-made services such as:
• Creation of collections for all media.
• Product development.
• Logo design.
• Promotional and communication materials.
• Delivery of patterns from its image database.
5.2.1 Product design and development:
The Customer wishes to develop a product, a complete collection or that the Provider creates designs and patterns exclusively for him!
a) Starting from the Customer’s expectations and needs:
Whether on the basis of the specifications, or simple guidelines of the Customer, or on proposals of the Provider.
The Provider carries you out all the projects on the basis of a calendar and a detailed estimate.
A simple methodology:
• The Provider listens to the needs and targets of the Customer.
• Together, Customer and Provider validate the color palette, patterns, drawings, designs that the Customer wishes.
• The Provider realizes moodboards to ensure that the project is well understood and meets the expectations of the Customer.
• After validation of the moodboards, the Provider offers the first drafts, both by hand and on PC.
• Once the drawings have been validated by the Customer, the Provider issues the prototypes, samples or files.
• When the samples, prototypes and files are validated by the Customer, the Provider can accompany the Customer on complementary projects: production of your packaging, or even a POS that would help the marketing, or simply complete its mission.
b) Starting from the Provider’s image database.
The Provider may make drawings and designs available to the Customer in order to use them in clearly defined conditions.
For this service, the Provider works solely on the basis of royalties.
The Service Provider can help the Customer out with all its visual needs for a relevant, effective and global communication. Depending on the objectives, the Provider may develop logos, posters, videos, contests, packaging, various merchandising or advertising materials such as bags, key rings, clothing, etc.
5.2.3 Planning and pricing:
The Provider can adapt its schedules and pricing to the specificities of the Customer and its market.
After having listened to the needs and understood the Customer’s market, the Provider will provide a detailed estimate and an indicative retro planning to enable the Customer to validate the order.
The pricing of the Provider will be based on the following:
• First appointment: needs meeting, report and quote = free.
• Study package: moodboard creation, color palette: € 2,000 excluding VAT.
• Cost-plus contract day rate:
o Director: 800 €.
o Senior: 500 €.
o Junior: 250 €.
• Royalties: 15% on sales.
• Logo design: depending on the complexity, the price starts at 250 € for a basic logo.
Based on the needs and requests of the Customer, the Provider prepares the project retro planning, incorporating the reaction times of each party, accompanied by the billing cadence.
6 – Responsibilities.
The Customer warrants to the Provider that the items he gives to him for the execution of his orders may be freely used, without any restriction, for the purposes thereof, and he exonerates him from any liability in this respect. In particular, it will guarantee the Provider against any recourse from a third-party claiming rights in the said elements. The Customer will also indemnify the Provider for any loss.
All information contained in the projects and creations made by the Provider is the sole responsibility of the Customer. The Provider cannot be held responsible for errors and errors caused by the customer.
The proofreading of texts and any other element produced by the Provider in accordance with the purchase order is the responsibility of the Customer, who therefore assumes full responsibility for it. No compensation can therefore be claimed from the Provider as such.
Any modification of the original order made in writing or otherwise, by or on behalf of the Customer, will be charged extra and will extend the turnaround time.
The Provider is in no way responsible for problems or disputes arising after the delivery of the projects or equipment ordered.
The Provider is only responsible for the works, studies, creations or projects that he has executed himself.
6.2 Third party rights:
In case of complaint by a third party, the Provider reserves the right to suspend or stop the project, if any content is likely to infringe the rights of the complainant, without possible recourse of the Customer. The hours already worked and an allowance will be invoiced in accordance with point 2.3. these terms and conditions.
In any case, the Customer will guarantee the Provider against any recourse that would be exercised by a third party due to the dissemination or publication of illegal or harmful content.
6.3 Obligation of means:
The Provider is bound only to an obligation of means: the Provider therefore assumes no responsibility for delays, defects or other failures resulting from a foreign cause or events, even foreseeable, beyond his own control (examples, without this list being exhaustive: power outages, failure of the telecommunications network, illness, service incident, or failures of one of the subcontractors or another Provider, etc.).
Except in case of gross negligence on its part, the Provider cannot be held liable for any direct damage suffered by the Customer, such as loss of earnings, reduction of turnover or any other increase in costs, etc.
In addition, the Provider is in no way responsible for defects caused directly or indirectly by the fault or negligence of the Customer himself or a person acting on his behalf and / or on his behalf.
In the event of force majeure and, more generally, in all the circumstances which prevent, reduce or delay the performance of the work by the Provider, or which cause an excessive aggravation of the commitments made by the latter, the Provider is relieved of any responsibility, he can reduce the commitments, break the agreement or cancel the execution without being required to pay any compensation.
Such circumstances include: war, civil war, mobilization, unrest, strike, lockout, both in the name of the Provider and its co-providers, breakage of machinery, bug or computer viruses, fire, water damage, interruption of the means of transport, difficulties of supply of raw materials, materials and energy as well as restrictions or prohibition provisions imposed by the authorities.
Dans l’hypothèse où le Prestataire ne pourrait se prévaloir d’une des causes d’exonération stipulées dans les présentes conditions générales, sa responsabilité ne pourra en tout état de cause être engagée qu’à concurrence des montants facturés au Customer, avec un maximum de 2.000€.
In the event that the Provider can not avail itself of one of the causes of exemption stipulated in these terms and conditions, its liability may in any event only be incurred up to the amounts invoiced to the Customer, with a maximum of 2,000 €.
7 – Intellectual property.
7.1 Preservation of rights:
Subject to the rights that have been assigned or granted by the Provider to the Customer pursuant to a specific express contractual provision, the Provider retains full ownership of the intellectual property rights (copyright, related rights, design and templates rights, database rights, etc.) relating to creations and material that have been made in performance of the contract. Also covered are preparatory design materials such as projects, sketches, etc.
However, the Provider grants the Customer the authorization to use and exploit creations addressed to the latter in accordance with their destination, in strict compliance with the limits and conditions, including financial, specified in the offer, the order form, the invoice or any other contractual document drawn up by both parties. However, this authorization does not include any assignment of rights and extends only to the acts of exploitation necessary for the normal use of the creations by the Customer (primary exploitation), to the exclusion of any other form of derived exploitation (adaptation, merchandising, etc.).
In case of doubt as to the scope of the authorization and in the absence of any precision in this respect, the destination of the material delivered to the Customer is deemed to correspond strictly to the first use made of it. This applies only to the final material delivered to the Customer by the Provider; projects, sketches, and other preparatory works cannot be exploited without prior written agreement of the Provider who retains ownership and may demand restitution at any time. The operating authorization granted by the Provider for the benefit of the Customer in accordance with the foregoing is linked to the latter’s compliance with all the obligations incumbent on it, including the full payment of amounts due to the Service Provider.
The Provider retains full ownership of the delivered equipment until full payment of the price, taxes and other accessories invoiced to the Customer. The Provider may claim or exercise its right of retention on the equipment intended for the Customer in case of non-payment of the amounts due at the agreed dates, regardless of the order or the service to which they relate.
7.2 Portfolio :
Unless otherwise stipulated, the Customer authorizes the Provider to use all or part of the creations delivered to the latter, in order to use it as a reference in a portfolio.
8 – Complaints.
Any complaint relating to the creations or the delivered material must be indicated in writing to the Provider and duly motivated by the Customer.
No complaint is admissible if it has not been sent to the Provider within 15 days of delivery to the Customer of the ordered material.
In any event, omissions, errors or possible defects in design that would have escaped the Customer’s vigilance during the presentation of the various tests and / or at the time of the final approval of the project cannot be attributed to the Provider who will proceed if to the necessary corrections to the Customer’s expenses, the latter cannot in any way rely on the discovery of these errors to postpone the payment of invoices that have expired.
9 – Confidentiality clause.
The Provider undertakes not to disclose any confidential information provided by the Customer, except in the case of litigation at the express request of the judge or at the request of an administrative authority under the legislation in force.
10 – Applicable law.
Any dispute relating to the conclusion, validity, interpretation or performance of this contract and contracts arising therefrom shall be governed by Belgian law and shall fall exclusively within the jurisdiction of the courts of the judicial district of Brussels. The applied language is French.