General terms and conditions.
- Present General Terms and Conditions (hereinafter "Terms and Conditions") and attachments assume Comm.V. Voices, Voices.eu, Johfrah GCV (hereinafter "Performer").
- Suppliers contracted by Uitvoerder (hereinafter "voices") speak texts with professional care for purposes selected by the Client, such as there are telephone switchboard systems of the Client, radio and TV commercials, commentary texts for Internet, instructional, and corporate or animated films, trailers, e-learning and promo videos, etc. The Client can also call upon Executor for editing or on-demand reworking of texts or assignments, as well as making proposals for accompanying audio.
- These Conditions shall apply to all quotations, offers, work ordered and/or performed, invoices and any form of agreement or cooperation whereby Executor provides goods and services of any kind and under any denomination to the buyer or "Customer," unless other conditions have been agreed upon in writing which explicitly deviate from them.
- The applicability of purchasing or other conditions of Customer is expressly rejected, even if these conditions stipulate that they will govern the relationship between Parties.
- Each clause in these Terms and Conditions reflects the true intention of the Parties and the Parties agree that it balances the rights and obligations of both Parties. If any provision of these Terms and Conditions, a special cooperation agreement or any other agreement entered into between the Parties is null and void or destroyed, the remaining provisions shall remain in full force and effect.
- All offers and other statements, including calculations on the website and budgets and estimates, as well as estimated delivery dates, emanating from Supplier are entirely without obligation, unless expressly stated otherwise in writing. Client warrants the accuracy and completeness of the information provided by it on which performer bases its offers, etc. Unless otherwise indicated, offers and proposals are valid for thirty days. If an offer, quotation or marketing materials contain any data or figure which a normal and careful person could know to be based on a mistake, Executive cannot be bound by it.
- Since Customer always orders custom work, there is no free cancellation possible. If Client wishes to cancel a scheduled order, this can be done up to and including twenty-four hours after ordering, subject to payment of 50% compensation, unless the performance has already started. Executor reserves the right, in case of late cancellation or if the order has already been started and booked, to fully invoice all scheduled time for the goods and services, i.e. the full invoice amount.
- Given the specific nature of the product and the non-exchangeability of the votes of Executive (choice of a specific vote), Executive may be forced to cancel a particular (partial) order. Executor shall notify the Customer of this without delay and refund the full amount to the Customer to the same account with which the fee was paid.
Executor shall endeavor to the best of its ability to keep the votes relied upon by Customer in its portfolio, but cannot be held liable if a vote selected in the past may no longer be available in the future. - Executive shall use its best efforts to perform the services with care, where appropriate in accordance with the agreements and procedures established with Customer.
- Based on the information and audio files available on the website, the Customer can get a clear picture of the service providers and voices that Executor uses prior to placing an order.
- Depending on the assignment, Performer may request Client to provide instructions through an audio briefing. In it, Client indicates what the intonation or insertion of the spoken message should be, fast spoken, high voice, etc. If necessary, record your company name, brand name, family names, number and date notations through our platform. For example: from one to five' or 'from thirteen to seventeen' .
- If, despite the careful provision of such instructions, Customer would still wish an adjustment with respect to the chosen intonation or pronunciation (tone-of-voice), Performer offers to Customer the possibility and the right, after receipt of the audio files and if requested within the period of 8 days hereafter, to request one round of adjustment free of charge, however expressly limited to adjustment of intonation or pronunciation. Textual or conceptual changes are not covered by this under any circumstances.
- If, in an exceptional case, the recording by voice does not correspond to the examples on Executor's website, and the parties agree, Executor will assist Customer in seeking an alternative. If the discrepancy between sample and product is reasonably established, Executive will bear the additional costs for this.
- When a free trial recording is offered, this is an additional service, which is in no way enforceable and/or creates any rights on the part of the client. These trial recordings may be offered within the framework of a vote casting for a commercial order. They are always purely illustrative and may under no circumstances and in no way be used or exploited by the customer in any way. .
- Executor shall not be liable for the accuracy and completeness of the information and data entered by the Customer, neither by content nor by grammar or other standards, or late (after commencement of works) data or corrections supplied. Such adjustments or additions shall be considered additional work. If, at the request or with the prior consent of Customer, Supplier has performed additional work or other performances that fall outside the content or scope of the agreed work and/or performances, these shall be compensated by Customer in accordance with agreed rates and, in the absence thereof, in accordance with Supplier's then current rates.
- performer may require that a separate written agreement be concluded for that purpose. The fact that additional work (or the demand for it) arises during the performance of the Agreement and that this affects the agreed or expected time of completion of services and delivery shall never be a ground for cancellation or dissolution of the Agreement by the Client, nor shall any right to compensation arise.
- Delivery deadlines only take effect when the agreement comes into force and in particular after payment has been made via the website or after receipt of integral payment by bank transfer. Deadlines are automatically extended if periods of leave fall within this period, in the event of force majeure, hardship or new difficulties in the execution of the order or if the Customer requests changes to the agreement or the work to be carried out after ordering or drawing up an offer (additional work).
- All (delivery) terms and (completion) dates stated or agreed by performer are indicative and are based on the information known and/or communicated to performer at the time of entering into the agreement. In all cases, therefore also in the event the parties have agreed on a term or delivery date in writing, performer shall not be in default on account of exceeding time until the Client has given him written notice of default with sufficient motivation. Performer undertakes a best efforts obligation in this respect.
- Delay in execution of the order can never give rise to compensation or dissolution of the agreement unless it can be considered unreasonable.
- Displayed rates apply to the sum of the total duration of all audio files ordered unless it is an hourly rate. The use of the home studio is included in the price unless otherwise indicated. Costs such as travel and accommodation, use of specific equipment or rental of other recording studios are never included. These will be charged separately if applicable. All prices are exclusive of VAT and other government levies. Unless otherwise agreed, all prices shall always be in euros and the Client shall make all payments in euros. Executor shall not be obliged to commence any performance until the invoice has been paid in full, unless otherwise agreed in writing.
- Customer's payment term is 14 days from invoice date unless otherwise agreed in the Agreement. If Customer does not agree with the contents of an invoice, it must make this known in writing within ten (10) days of the date of the invoice, accompanied by a clear explanation.
- If the Customer fails to pay the amounts due or fails to pay them on time, the Customer shall owe statutory commercial interest on the outstanding amount without any reminder being required. If after a demand for payment or notice of default the Customer continues to fail to pay the claim, Executive may pass on the claim for collection, in which case the Customer shall be obliged to pay all judicial and extrajudicial costs in addition to the total amount already due. In the event of non-payment on the due date of two or more invoices, performer may suspend or terminate the agreement with immediate effect, in which case performer shall not owe any damages. Customer shall remain liable for all outstanding amounts without prejudice. If the Client fails to fulfill its obligations, performer shall also be entitled to charge the costs thus incurred in accordance with its usual rates, all this without prejudice to performer's right to exercise any other legal and/or agreed right. The Client shall not be entitled to suspend any payment nor to set off any amounts due.
- If Customer consists of several natural persons and/or legal entities, each of those persons is jointly and severally liable to pay the amounts due from any agreement.
- All intellectual property rights to the (audio) files, software, plug-ins, data files, or other materials such as analyses, designs, documentation, reports, offers, as well as preparatory materials thereof, developed or made available to the Customer on the basis of an Agreement, shall be held exclusively by Engineering and, if applicable, its licensors. Customer shall only acquire rights of use and/or access rights expressly granted by these General Terms and Conditions and the law, unless otherwise agreed in writing.
- Any right of use of the finished product granted to Customer is non-exclusive, non-transferable to third parties, unlimited in time and non-sublicensable. Any rights, including rights of use, shall be granted or transferred to Customer under the condition that Customer has paid in full all fees due and payable under the agreements concluded between the parties. If the parties have agreed on a periodic payment obligation of Customer for the granting of a right of use, Customer shall only be entitled to the right of use as long as he punctually meets his periodic payment obligation. Customer may only use the finished product for the purpose for which it was expressly stated in writing that it was developed.
- The Customer is not allowed to remove or change any indication concerning the confidential nature or concerning rights of the Performer, such as but not limited to copyrights, brands, trade names or any other right of (intellectual) property from the (audio) files, websites, data files or materials.
- Executor may retain any items, products, property rights, data, documents, software, data files and (intermediate) results of services received or generated within the scope of the Agreement, notwithstanding any existing obligation to surrender or transfer, until Customer has paid all amounts due in full.
- If the Customer provides his own texts, music or formulas or matters, he declares that he is the owner of these or has the necessary rights and indemnifies Performer in full for all possible claims of votes or third parties and the associated costs such as court costs.
- In case employees of Engineering perform work on location of Customer, Customer will provide free of charge the facilities reasonably desired by those employees, such as a working space with computer, data and telecommunication facilities. Client shall indemnify performer against claims of third parties, including employees of performer, who in connection with the performance of the agreement suffer damage which is the result of acts or omissions of Client or of unsafe situations in his organization. If necessary, the Client will inform the employees deployed by Engineering of the house and security rules applicable within its organization prior to commencement of the work.
- Implementer clearly posters which extensions are possible for audio files. Customer remains responsible for his chosen formula and formats etc. and compatibility with his own infrastructure. All costs that would be associated with adjustments after ordering to deviating choices are therefore for the Customer. Performer is never liable for damages or costs due to transmission errors, malfunctions or unavailability of Customer's own facilities.
- Executive's total liability on account of an attributable failure to perform an Agreement or on any other account shall be limited to compensation for direct damage up to a maximum of the amount of the price stipulated for the Agreement (excluding VAT). This limitation of liability shall apply mutatis mutandis to all indemnification obligations of Performer. If the Agreement is primarily a continuing performance agreement with a term of more than one year, the price stipulated for the Agreement shall be set at the total of the fees (exclusive of VAT) stipulated for one year.
- Executor's liability for indirect damage, consequential damage, loss of profit is excluded, as well as the damage related to the use of items, materials and damage related to the engagement of suppliers prescribed by Customer. Also excluded is liability due to mutilation, destruction or loss of data or documents.
- The parties acknowledge that the allocation of risk and liability is balanced in all circumstances, taking into account all relevant factors, including the nature and prices of the Services and the purpose of the deliverables. Performer shall use its best efforts to perform the Services with care, in accordance with the arrangements and procedures set forth with Customer in the quotation. However, this is a best-efforts obligation.
- Where in any agreement reference is made to 'errors', this shall be understood to mean substantial non-compliance with the functional or technical specifications of the (audio) files made known by Performer in writing. An error only exists if the Customer can prove it and if it is reproducible. Customer is obliged to report errors without delay and to give performer the opportunity to remedy them. In the event of intervention by a third party before performer has been informed of the alleged error, any claim against performer shall lapse.
- Performer cannot be held liable for checking and/or correcting the grammatical or general accuracy of the information provided by Client. However, Performer reserves the right to refuse or not complete an assignment if it is contrary to its reasonable expectations and/or if one of its Voices invokes this ground: a.o. in case of an incitement to use any kind of narcotics, incitement or glorification of violence/hate/discrimination and/or racism, display of certain political beliefs, promotion of illegal products or services, etc. , (non-exhaustive list). Executor shall immediately cease performance of such order, notify Client and refund any money paid within thirty days of determination....
- A condition for the creation of any right to compensation is always that Customer reports the damage in writing as soon as possible after its occurrence. Any right to compensation shall lapse by the mere expiry of two (2) months after the occurrence of the damage.
- Unless performance by Performer is permanently impossible, liability on account of attributable failure in the performance of an Agreement shall arise only if the Client immediately gives written notice of default to Performer, setting a reasonable term for remedy of the failure, and Performer continues to fail imputably in the performance of its obligations even after such term. The notice of default must contain a description of the breach that is as complete and detailed as possible, in order to give performer the opportunity to respond adequately.
- Neither party shall be obliged to fulfill any obligation, including any guarantee obligation agreed between the parties, if he is prevented from doing so as a result of force majeure. Force majeure shall include all but not be limited to: the unexpected unavailability of a Voice given the intuitu personae nature of this choice.
In the event of hardship on the part of the Performer, the parties shall act in good faith and reasonably redetermine the applicable conditions. Each Party shall use its best efforts to negotiate immediately and in good faith a valid substitute provision with equal or comparable economic effect. - All intellectual property rights to components and products belong to Performer. The Customer's right of use or access never extends to the individual contributions or parts ca of the (audio) files.
- Customer and Performer shall ensure that all information received from the other party which is known or should reasonably be known to be of a confidential nature shall remain secret. The party receiving confidential information shall use it only for the purpose for which it was provided.
- Performer is entitled to use the Customer's name and logo as a reference with respect to its services, as well as the finished end product.
- Responsibility for data processed using a service provided by Executive shall lie solely with Customer. Customer warrants to Executive that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. Customer shall indemnify performer against any legal action by third parties, on any grounds whatsoever and including the persons whose personal data have been recorded or are being processed, in connection with such data or the performance of the agreement. If, pursuant to an agreement, performer is required to provide some form of information security, such security shall meet a level that is not unreasonable, given the state of the art, the sensitivity of the data and the costs associated with providing security.
- The agreements between Executor and Customer shall be governed by Belgian law. Applicability of the Vienna Sales Convention 1980 is excluded. Any disputes that may arise between Engineering and the Client as a result of an agreement entered into between Engineering and the Client or as a result of further (Partial) agreements resulting therefrom, the Court of Commerce of the judicial district of the headquarters of Engineering shall have jurisdiction in the first instance.
