GENERAL SALES TERMS AND CONDITIONS
Date Modified 01/01/2022
These General Sales Terms and Conditions are applicable between:
on the one hand, via Media Production sàrl (hereinafter "Via Media"), registered with the Luxembourg Trade and Companies Register under number B107715, whose registered office is at 115A rue Emile Mark, L-4620 Differdange, Grand Duchy of Luxembourg
and on the other hand, the customer (hereinafter "the Customer"), who is the natural or legal person identified as such on the service offer(s) addressed to him by Via Media.
Via Media offers services, hereinafter referred to as "services",
and the creation and production of audiovisual content, hereinafter referred to as "content".
These General Terms and Conditions associated with the validation by the Customer of the quotes issued by Via Media form the contract between Via Media and the Customer.
Unless specifically agreed in writing, they prevail over any General Conditions of Purchase, Sale, or special documents specific to the Customer, which the Customer acknowledges accepting by validating the quote submitted to him.
These general conditions of sale may be modified at any time and without notice by Via Media.
ARTICLE 1. ACCEPTANCE AND ACCESS TO THE GENERAL CONDITIONS OF SALE
This is the legal basis for all our production contracts and service offerings.
Unless specifically agreed by the parties, they prevail over any contrary clauses, printed or not, proposed by the Customer or taken as the basis for drafting his order and rules established without any reservation or guarantee other than those stipulated above.
These General Terms and Conditions can be consulted on the website www.viamedia.lu Consequently, the Customer who enters a commercial relationship with Via Media is considered to have read and accepted these general conditions of sale.
The service offers issued by Via Media include via Via Media's web address allowing the consultation of these general conditions of sale.
ARTICLE 2. ORDER
Orders must be written in writing in the form of a purchase order signed by the Customer or failing that by the transmission by the Customer of the service offer issued by Via Media dated, signed and marked "good for agreement".
Any modification of the order desired by the customer will be the subject of a new service offer including the requested changes and will only be considered upon receipt of the new order.
ARTICLE 3. ORDER CANCELLATION
Any cancellation of the customer's order after the validation of it by Via Media must be made in writing. In this case, the deposit paid to the order as defined in the "ARTICLE 5. INVOICING AND PAYMENT' will not be refunded, regardless of the reasons for the cancellation.
The steps and services carried out as part of the execution of the order (including firm orders by Via Media to third-party suppliers) whose amount exceeds the deposit are due by the Customer.
Steps and services not performed will not be invoiced to the Customer.
ARTICLE 4. RATES
The rates for the execution of the order are defined and applied based on the service offer validated and signed by the Customer and by Via Media in due form, as defined in the "ARTICLE 2. ORDERS'.
No additional option, service or service will be invoiced by Via Media without the prior written consent of the Customer.
Via Media provides the Customer with an invoice displaying the rates HT (Excluding Taxes) and TTC (All Taxes Included) if applicable.
Invoices are sent electronically: PDF document sent by email, indicating the reference of the sales order and/or including a copy of the sales order form or failing that, including a copy of the signed service offer.
ARTICLE 5. INVOICING AND PAYMENT
A deposit may be requested when ordering by Via Media.
This deposit is 30% of the total price of the service offer.
The balance will be invoiced upon delivery of the contents or at the end of the performance of the service.
Unless specifically agreed between the parties in the terms of the service offer, any invoice issued by Via Media must be paid by the Customer no later than 7 days after receipt.
In the event of late payment and payment of the sums due by the Customer, beyond the limit of the due date validated by signature on the invoice by the Customer, late payment penalties will be calculated based on VAT (All Taxes Included) of the amount mentioned on the invoice.
The amount of the penalties is calculated as follows: (Amount due x Legal interest rate x Number of days late) / (365 days X 100).
These penalties will be automatically and automatically acquired by Via Media, without formality or prior formal notice, and may result in the immediate payment of all sums due to Via Media by the Customer, without prejudice to Via Media's right to bring any necessary action against the Customer.
Via Media may also claim compensation for all other collection costs exceeding this amount (including the use of a lawyer or a collection company).
In the event of non-compliance with the payment conditions mentioned above, Via Media reserves the right to suspend or cancel the provision of the content or services ordered by the Customer. Via Media also reserves the right to suspend the performance of its obligations and to reduce or cancel any discounts granted to the Customer.
ARTICLE 6. RETENTION OF TITLE
Via Media remains the owner of the content delivered from the day of delivery until payment of the full sale price. Consequently, in the event of non-payment, the company is entitled to prohibit the exploitation in any form whatsoever of the content created.
ARTICLE 7. EXPLOITATION RIGHTS
The exploitation rights of the content created for the Customer by Via Media concern only the finished products (deliverable content subject to the order) for the intended use on the intended media (for example: internal use, private projection, public projection, web broadcasting and social networks, television broadcasting, streaming, etc.).
In the event of the customer's wish to extend the distribution of content to other media, an amendment to the service offer must be requested by the customer from Via Media.
Depending on the mention indicated on the service offer, the exploitation rights may be transferred for a given period or perpetually.
The possible delivery of the sources or work files relating to the Customer's order will only be made in case of necessity induced by the strict exploitation of the contents provided for in the conditions of assignment or by a subsequent amendment.
In the event of use in the context of the Customer's order of elements belonging to other rights holders (image rights and buy-out, still, or animated images, sounds, music, typography), Via Media undertakes to acquire the necessary licenses according to the intended use.
Unless explicitly agreed, the intermediate productions necessary for the realization of the Customer's project (images shot and not used, graphic research, editorials not retained) are strictly excluded from these exploitation rights and remain the property of Via Media.
ARTICLE 8. CASE OF UNSUCCESSFUL PROPOSALS
Unless specifically agreed, Via Media's service offers are issued free of charge.
However, the projects submitted must be returned to us in their entirety (digital and paper documents) if they are not selected.
In this case, the concepts, work content, editorial, technical, or artistic proposals remain the intellectual property of via Media and may under no circumstances be exploited in any form whatsoever.
ARTICLE 9. CONFIDENTIALITY
Via Media undertakes for the duration of the execution of the order, as defined by the order form or the signed quote, not to disclose any confidential information that would have been communicated to it by the Customer.
ARTICLE 10. RESPONSIBILITY
In the event of delays or non-performance of the services, Via Media can in no way be held responsible if the cause of these delays or non-performance results directly or indirectly from the insufficient cooperation of the Customer.
The Customer assumes full and entire responsibility for the choices made about textual and iconographic content appearing in the content delivered by Via Media, as well as for the exploitation of all the textual, iconographic, and video creative elements provided by the Customer to Via Media as part of its mission and guarantees Via Media against any recourse of a third party relating to the violation of the rights of these elements.
ARTICLE 11. INTELLECTUAL PROPERTY
The Customer remains the sole owner of his copyright (for example: script provided, visual elements provided), except for the original creations by Via Media resulting from its services. The use of the contents is carried out in accordance with the provisions of the order placed and the legal and regulatory provisions in force at the time of signing the contract.
The Customer guarantees that any document communicated to Via Media, by him, his auxiliaries and/or his representatives is free of any copyright belonging to a third party that would prohibit the performance of the services entrusted to Via Media.
The Customer irrevocably undertakes to pay, in his capacity as guarantor, any damages that may be claimed from Via Media, for the infringement of the copyright of a third party, due to the performance of the services or services accepted by the Customer.
The Customer undertakes to inform Via Media, as soon as they are found, of any infringement of the copyrights.
In accordance with copyright law, only the economic rights explicitly stated in the conditions of assignment, to the exclusion of any other, and this within the limits also set out therein, will be transferred to the sponsor for the contents subject to the order.
It is recalled that the moral right of a creation (including in other rights to respect for the work and the right to respect for the name) remains attached to its author in a perpetual and imprescriptible way.
Any representation or reproduction in whole or in part made without the consent of the author or his successors in title is unlawful, and punishable under the laws relating to the offence of counterfeiting. The same applies to translation, adaptation or transformation, arrangement or reproduction by any art or process.
ARTICLE 12. OUTSOURCING
Via Media reserves the right to entrust or subcontract all or part of the purpose of the service to its suppliers and/or independent collaborators, without obligation to inform the Customer.
Via Media assumes all contractual and legal responsibility with these third parties in connection with the execution of the Customer's order.
ARTICLE 13. ARCHIVING
Unless otherwise agreed in writing, Via Media is not obliged to keep the working documents, regardless of the medium (in particular: data, texts, images, videos, composition, used for the execution of the work).
For reasons of technical security, this release takes effect only 10 days after delivery of the service. In the event of an agreement on preservation, the costs of archiving, further processing, formatting, and editing shall be borne by the Customer.
ARTICLE 14. ADVERTISING
Via Media reserves the right to mention its realization for the Customer as a reference and to quote textual, photographic, iconographic, or video extracts of the contents within the strict framework of its commercial prospecting, external communication, and advertising efforts.
Any reservation to Via Media's right of publicity must be notified and negotiated before the signature of the service offer and mentioned on the invoice.
ARTICLE 15. APPLICABLE LAW AND JURISDICTION CLAUSE
These general terms and conditions of sale are governed by Luxembourg law. It must be applied and interpreted in accordance with this right.
In the event of any dispute in connection with this document, the Parties assign exclusive jurisdiction to the courts of the city of Luxembourg.