Terms and conditions
All agreements between Épisode 8 BV (commercial name ‘The Social Supper’) with registered office at Kapucijnenvoer 165, 3000 Leuven and registered with the KBO under number 1017.763.095 (hereinafter the “Épisode 8“) and you or the company that you represent (the “Customer”), and the purchase of all services performed by Épisode 8 are subject to the following terms and conditions, unless explicitly agreed otherwise in writing. The application of the Customer’s terms and conditions, purchase conditions, codes of conduct or other legal documents is explicitly excluded and these documents are never binding towards Épisode 8 without any requirement of its protest. By purchasing services, the Customer confirms the knowledge of and fully accepts these terms and conditions.
1. Offer and price
1a) All quotations of Épisode 8 are based on the information provided by the Customer. The Customer ensures to the best of his ability that he has provided all information essential to the design, execution and completion of the assignment. The Customer shall provide Épisode 8 with all documents, information and contacts in a timely manner, which are necessary for a proper execution of the services.
1b) An offer is binding only for the period specified on the offer and at the price specified therein. In the absence of a specified period, an offer will be valid for a duration of 30 calendar days. All prices quoted are exclusive of VAT, levies, taxes and any bank charges; these shall always be borne by the Customer. Épisode 8 is only bound to the offers if the acceptance is confirmed in writing by the Customer within 30 days, unless otherwise indicated or agreed. Épisode 8 has the right to revoke the offer within 3 working days after acceptance by the client.
1c) Any changes to the agreed services and/or additional deliverables shall be invoiced in addition in accordance with the rates in force at the time the changes/deliverables are ordered. The Customer may request the applicable rates from Épisode 8 at any time. Any price revision will be made in accordance with the legally permitted standards. In this case, the new price shall apply as stated on the front of the invoice. Any increase in the VAT rate, other taxes or duties and bank charges in the period between the order and the delivery shall be borne by the buyer.
1d) In the event of verbal changes (face-to-face, call, etc.) to the order by the Customer, without written confirmation, the risk of implementing the changes shall be borne by the Customer. Any additional costs associated with the changes to the original order communicated verbally or in writing by the Customer shall be borne entirely by the Customer.
2. Duration
2a) Unless otherwise specified in the contract, these general terms and conditions apply for an indefinite duration. A specific agreement takes effect after signing the order form and/or the offer and at the latest at the commencement of the works and applies, unless otherwise specified, for an indefinite duration. The Customer and Épisode 8 can terminate the agreement by registered letter addressed to the other party, subject to a notice period of 1 month. All this subject to specific derogation thereof in the specific agreement between the Customer and Épisode 8. However, these general conditions, as well as the terminated agreement, remain in any case applicable to all services provided after the termination of the agreement for the duration of this service.
2b) If the Customer terminates the agreement contractually subject to the notice period stated above, Épisode 8 is entitled to discontinue the services provided by the due date.
2c) In the event of unilateral cancellation of the order by the Customer before the start of the services or after the start of the services, the Customer shall owe flat-rate compensation of 15% of the value of the order, always with a minimum of €100, increased by the costs already incurred and after offsetting the state of the services.
2d) If the Customer does not or only partially comply with its commitments, Épisode 8 has the right to terminate the agreement by registered mail with a grace period of 8 calendar days. If the non-performance is not rectified within this period, or if rectification should prove impossible, the agreement is terminated by operation of law and without further notice.
2e) However, Épisode 8 retains at all times its right to prove its actual damages and claim full compensation for them.
3. Payments
Payments must be made within 30 calendar days of the invoice date, unless otherwise agreed in writing, in a manner and currency specified by Épisode 8. Invoices are sent digitally by email.
Protests against the invoice must be made in writing no later than 8 days after the invoice date. One is requested to always mention the date and number of the invoice. In the absence of a response after the aforementioned period, the Customer is considered to have agreed to the billing, and may not revoke it.
If payment is not made in time, a first free reminder will be sent. If payment is again not made within the specified payment period as stated in the first reminder, late-payment interest will be charged as specified in the Law of August 2, 2002 on combating late payment in commercial transactions, as well as a fixed compensation as follows.
- €20 if the balance due is less than or equal to 150 euros;
- €30 euros plus 10 % of the amount due on the tranche between €150,01 and €500 if the balance due is between €150,01 and €500 euros;
- €65 plus 5 % of the amount due on the tranche above €500 with a maximum of €2000 if the balance due is above €500.
4. Execution
Épisode 8 performs the services within the scope of the assignment to the best of its knowledge, expertise and ability. To the extent necessary for a proper execution of the assignment, Épisode 8 has the right to have (parts of) the work performed by third parties.
4a) Épisode 8 does not accept any liability for the work performed by third parties, insofar as they themselves have entered into an agreement with the Customer. Épisode 8 is also not liable for any damage caused because it relied on incorrect and/or incomplete data provided by the Customer, unless the incorrectness or incompleteness of the data should have been known to Épisode 8.
4b) If it was agreed that the deliverables will be carried out in phases, Épisode 8 may suspend the execution of those parts belonging to a following phase until the Customer has approved in writing the results of the preceding phase.
4c) Unless otherwise agreed, the assignment does not include research into the existence of patent, copyright and portrait rights of third parties. The same applies to any investigation of the possibility of such forms of protection for the Customer.
4d) Épisode 8 is at all times entitled to mention or remove its name on or near the final product, and the Customer is not allowed to disclose or multiply it without written permission from Épisode 8.
5. Liability
5a) Épisode 8 is not liable for the content nor the form of the marketing/communication, which falls under the sole responsibility of the Customer.
5b) To the extent permitted by applicable law, the liability of Épisode 8 under this agreement is excluded. In particular, Épisode 8 cannot be held liable for any direct, indirect or incidental damages, economic damages or consequential damages, herein including loss of revenue, lost profits, loss of opportunities or contracts, loss of goodwill or data, and loss of programs and/or data.
6. Complaints and claims
6a) Complaints regarding the services provided by Épisode 8 must be reported by the Customer to Épisode 8 by registered mail within 8 days after discovery, otherwise the complaint will be regarded as non-existent.
6b) All claims of the Customer against Épisode 8, for whatever reason, expire after 6 months from the occurrence of nature of the complaint. This period cannot be suspended and can only be interrupted by legal action.
6c) Even in case of serious fault, the possible obligation of Épisode 8 for compensation is limited to the amount invoiced by Épisode 8 during the last 6 months of the cooperation.
7. Force Majeure
6a) Épisode 8 cannot be held liable in any way if it cannot perform its commitments or cannot perform them in time as a result of any unforeseeable events beyond the control of Épisode 8 and which cannot be attributed to it that prevents or unreasonably complicates the performance of its commitments (hereinafter “Force Majeure”).
6b) Force Majeure shall include, in a non-exhaustive manner: pandemics, epidemics, measures imposed by governments, illness or incapacity of employees, accidents, material breakage, exceptional weather conditions, fire, lockout, theft, exceptional traffic disruption, strike or any other interruption of services by third parties relied upon by Épisode 8, computer, electricity, telephone failures, failures in energy supply and other similar events. In the event of Force Majeure, Épisode 8 shall inform the Customer as soon as possible and in any case within a reasonable period of time about the nature of the Force Majeure and its probable impact on the performance of the agreement with the Customer.
6c) The performance of the obligations affected by the Force Majeure shall be suspended for the duration of the Force Majeure, without the Customer being entitled to any compensation. If the Force Majeure lasts longer than two months, or is of a permanent nature, both parties are entitled to terminate the agreement via registered mail, without further notice and without any right to compensation arising on the part of the Customer.
8. Reference
The Customer agrees that Épisode 8 may include the products and services provided to them in its reference portfolio. Épisode 8 reserves the right to quote from communications with the Customer and to use the Customer’s brands, trade names, slogans and logos in its communications through any medium.
9. Dispute settlement
Belgian law is applicable to these general terms and conditions and any other agreement between the parties with the exclusion of the rules of international private law and other rules of any nature that would make another law or other rules of law applicable. All disputes fall under the exclusive jurisdiction of the courts of the judicial district where the registered office of Épisode 8 is located.
Épisode 8
Kapucijnenvoer 165,
3000 Leuven (Belgium)
VAT BE1017.763.095
IBAN BE82 7390 2341 2868
BIC KREDBEBB
hello@thesocialsupper.be
