Modification Date: June 5, 2024

 

The present General Terms and Conditions of Sale apply between:

 

On the one hand, VIA MEDIA PRODUCTION SARL (hereinafter "VIA MEDIA"), registered with the Luxembourg Trade and Companies Register under number B107715, whose registered office is located at 115A Emile Mark Street, L-4620 Differdange, Grand Duchy of Luxembourg,

 

And on the other hand, THE CLIENT (hereinafter "THE CLIENT"), who is the natural or legal person identified as such in the service offers addressed to them by VIA MEDIA.

 

VIA MEDIA offers the following services, hereinafter referred to as "services", and the creation and production of audiovisual content, hereinafter referred to as "content".

 

These General Terms and Conditions, along with THE CLIENT's acceptance of the quotes issued by VIA MEDIA, constitute the contract between VIA MEDIA and THE CLIENT.

 

Unless specifically agreed in writing, these prevail over any General Purchase Conditions of sale or specific documents belonging to THE CLIENT, which THE CLIENT acknowledges and accepts by validating the quote submitted to them. These general terms and conditions of sale may be amended at any time without notice by VIA MEDIA.

 

ARTICLE 1. ACCEPTANCE AND ACCESS TO THE GENERAL TERMS AND CONDITIONS OF SALE

 

These constitute the legal basis of all our production contracts and service offers. Unless specifically agreed upon and signed by the parties, they prevail over any contrary clauses, whether printed or not, proposed by THE CLIENT or used as the basis for drafting their order, and established rules without any reservation or guarantee other than those stipulated herein. These General Terms and Conditions can be consulted on the website www.viamedia.lu. Consequently, THE CLIENT who enters a commercial relationship with VIA MEDIA is deemed to have read and accepted these general terms and conditions of sale. The service offers issued by VIA MEDIA include the VIA MEDIA web address allowing for the consultation of these general terms and conditions of sale.

 

ARTICLE 2. ORDERS

 

Orders must be written in the form of a purchase order signed by THE CLIENT, or failing that, by THE CLIENT's transmission of the service offer issued by VIA MEDIA, dated, signed, and endorsed with the notation "agreed upon."

 

Any modification of the order requested by THE CLIENT will be subject to a new service offer, including the requested changes, and will only be considered upon receipt of the new order.

 

ARTICLE 3. CANCELLATION OF ORDER

 

Any cancellation of the order by the client after its validation by VIA MEDIA must be made in writing. In this case, the deposit paid at the order as defined in "ARTICLE 5. BILLING AND PAYMENT" will not be refunded regardless of the reasons for cancellation. The stages and services performed 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 CLIENT. The stages and services not performed will not be invoiced to the Client.

 

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 CLIENT and VIA MEDIA duly as defined in "ARTICLE 2. ORDERS."

 

VIA MEDIA will not invoice any service option or additional service without THE CLIENT’s prior written consent. VIA MEDIA provides the Client with an invoice displaying the rates excluding tax (HT) and including tax (TTC), if applicable.

 

The invoices are sent electronically (PDF documents sent by email indicating the client order reference and/or including a copy of the client's purchase order or, failing that, including a copy of the signed service offer) or via the Peppol platform if THE CLIENT requests it.

 

ARTICLE 5. BILLING AND PAYMENT

 

A deposit may be requested at the order by VIA MEDIA. This deposit amounts to 30% of the total price of the service offer. The balance will be invoiced upon delivery of the content or at the end of the performance of the service. Unless a specific agreement between the parties is stated in the terms of the service offer, any invoice issued by VIA MEDIA must be paid by THE CLIENT no later than 7 days after receipt. In case of late payment and non-payment of the amounts due by THE CLIENT beyond the validated due date, late penalties will be calculated on the total tax-inclusive (TTC) amount stated on the invoice. The amount of the penalties is calculated as follows: (Amount due x Legal interest rate x Number of days of delay) / (365 days X 100). These penalties will automatically and by right be acquired by VIA MEDIA without formality or prior notice and may lead to the immediate demand for the full amount due to VIA MEDIA by THE CLIENT, without prejudice to VIA MEDIA's right to pursue any necessary legal action against the Client.

 

VIA MEDIA may also claim compensation for all other recovery costs exceeding this amount (notably recourse to a lawyer or a collection agency). In case of non-compliance with the payment conditions mentioned above, VIA MEDIA reserves the right to suspend or cancel the delivery of the content or services ordered by THE CLIENT. VIA MEDIA also reserves the right to suspend the execution of its obligations and to reduce or cancel any discounts granted to the Client.

 

ARTICLE 6. RETENTION OF TITLE

 

VIA MEDIA remains the owner of the delivered content from the day of delivery until the full payment of the sale price. Consequently, in case of non-payment, VIA MEDIA is entitled to prohibit any exploitation of the created content in any form.

 

ARTICLE 7. EXPLOITATION RIGHTS

 

The exploitation rights of the content created for THE CLIENT by VIA MEDIA apply only to the finished products (deliverable content of the order) for the intended use on the planned distribution channels (for example internal use, private projection, public projection, web diffusion, social networks, broadcast, streaming, etc.). If the client wishes to extend the diffusion of the content to other media, THE CLIENT must request an amendment to the service offer from VIA MEDIA.

 

According to the notation indicated on the service offer, the exploitation rights may be transferred for a given period or perpetually.

 

The eventual delivery of the source files or working files related to the Client's order will only be made if necessitated by the strict exploitation of the content provided in the terms of the transfer or by a subsequent amendment. In case of use of elements belonging to other rights holders (image rights and buy-out of still or animated images, sounds, music, typography) in the context of the Client's order, VIA MEDIA commits to acquiring the necessary licenses according to the planned use.

 

Unless explicitly agreed, the intermediate productions necessary for the realisation of the Client's project (images shot and not used, graphic research, editorial content not selected) are strictly excluded from these exploitation rights and remain the property of VIA MEDIA.

 

ARTICLE 8. CASE OF NON-SELECTED PROPOSALS

 

Unless specifically agreed, VIA MEDIA's service offers are free of charge. However, if the presented projects are not selected, they must be returned to us in their entirety (digital and paper documents). In this case, the concepts, work content, editorial, technical, or artistic proposals remain the intellectual property of VIA MEDIA and may in no case be exploited in any form.

 

ARTICLE 9. CONFIDENTIALITY

 

VIA MEDIA commits for the duration of the execution of the order as defined by the purchase order or the signed quote, not to disclose any confidential information that has been communicated to it by THE CLIENT.

 

ARTICLE 10. LIABILITY

 

In case of delays or non-performance of the services, VIA MEDIA cannot be held liable if the cause of these delays or non-performance directly or indirectly results from insufficient cooperation by the Client.

 

THE CLIENT assumes full and entire responsibility for the choices made regarding textual and iconographic content featured in the content delivered by VIA MEDIA as well as for the exploitation of all creative textual, iconographic, and video elements provided by THE CLIENT to VIA MEDIA within the framework of its mission and guarantees VIA MEDIA against any third-party claims related to the violation of the rights of these elements.

 

ARTICLE 11. INTELLECTUAL PROPERTY

 

THE CLIENT remains the sole holder of their copyright (for example: provided script, visual elements provided) except for the original creations by VIA MEDIA resulting from its services. The exploitation of the content is carried out in accordance with the provisions of the order made and the legal and regulatory provisions in force at the time of signing the contract.

 

THE CLIENT guarantees that any document communicated to VIA MEDIA by them, their auxiliaries, and/or their representatives is free from any third-party copyright that would prohibit the execution of the services entrusted to VIA MEDIA.

 

THE CLIENT irrevocably undertakes to pay as a guarantor any damages and interests that might be claimed from VIA MEDIA due to the violation of third-party copyright as a result of the execution of the services or tasks accepted by THE CLIENT.

 

THE CLIENT undertakes to notify VIA MEDIA as soon as they become aware of any such copyright violation.

 

In accordance with copyright legislation, only the proprietary rights explicitly stated in the terms of the transfer will be transferred to the sponsor for the content subject of the order, excluding any others and within the limits also stated therein. It is recalled that the moral right of creation (including, among others, the right to respect for the work and the right to respect for the name) remains attached to its author perpetually and imprescriptibly.

 

Any full or partial representation or reproduction made without the consent of the author or their rights holders is illegal and punishable under the laws relating to the offence of counterfeiting. The same applies to translation, adaptation, transformation, arrangement, or reproduction by any art or process whatsoever.

 

ARTICLE 12. SUBCONTRACTING

 

VIA MEDIA reserves the right to entrust or subcontract all or part of the object of the service to its suppliers and/or independent collaborators without the obligation to inform THE CLIENT. VIA MEDIA assumes all contractual and legal responsibility with these third parties in the context of the execution of the Client's order.

 

ARTICLE 13. ARCHIVING

 

Unless otherwise agreed in writing, VIA MEDIA is not required to retain the working documents regardless of the medium (including: data, texts, images, videos, composition used for the execution of the work).

 

For technical security reasons, this release only takes effect 10 days after the service is delivered. If the client and the provider agree on conservation, the costs of archiving, subsequent processing, formatting, and editing will be borne by the Client.

 

ARTICLE 14. ADVERTISING

 

VIA MEDIA reserves the right to mention its realisation for THE CLIENT as a reference and to quote textual, photographic, iconographic, or video excerpts of the content strictly within the 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 signing 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. They must be applied and interpreted in accordance with this law. In the event of any dispute related to this document, the Parties grant exclusive jurisdiction to the courts of the city of Luxembourg.

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This English translation is provided for informational purposes only. In the event of a dispute, only our general terms and conditions drafted in French shall prevail.

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