ANTWERP BASED - PARIS MINDED
TERMS & CONDITIONS
1. Introduction
1.1. FRONT SEAT STUDIO BV
FRONT SEAT STUDIO BV is a limited liability company with its reg- istered address at Frankrijklei 93, 2000 Antwerp, Belgium and regis- tered under company number 0797.896.858 (hereafter “FRONT SEAT STUDIO”).
1.2. Applicability of these Terms and Conditions
These Terms and Conditions are an integral part of any agreement between FRONT SEAT STUDIO and the Customer, and apply to all FRONT SEAT STUDIO’s contractual relationships with its Custom- ers; they govern any contract relating to the Services as set out in the Commercial Proposal.
By signing the Commercial Proposal, the Customer explicitly acknowl- edges the content of the Agreement (consisting of the signed Com- mercial Proposal, the current Terms and Conditions and any Schedules and Appendices attached thereto), and its unconditional and integral consent to this content.
2. Definitions
In these Terms and Conditions, the terms set out below shall have the following meaning:
“Commercial Proposal” means the offer as agreed upon between the Customer and FRONT SEAT STUDIO, as set out on the cover page, titled “Commercial Proposal”. The Commercial Proposal contains a listing of the Services and the applicable commercial terms.
“Customer” means the legal entity identified in the Commercial Pro- posal which signs the Commercial Proposal;
“Effective Date” means the date determined in the Commercial Pro- posal;
“Personnel” means employees, employees of affiliated companies, independent staff members, subcontractors, consultants, and any oth- er natural or legal person directly or indirectly involved in the provision of the Services.
“Services” means the services, as specified in the Commercial Pro- posal, which will be made available by FRONT SEAT STUDIO to the Customer in accordance with this Agreement if and where applicable;
“Works” means all drawings, texts, photos, plans, designs, applica- tions, models, documentation, databases, manuals, reports, diagrams, algorithms, analyses, methodologies, technologies, manufacturing and commercial secrets, trade names, trademarks, domain names, tools, procedures, methods, inventions, discoveries, improvements, innovations, know-how, and any other work created designed, devel- oped or produced by or on behalf of FRONT SEAT STUDIO alone or together with others, whether or not using the buildings, machines or tools of the Customer, (i) during or on the occasion of the performance of the Services, or (ii) according to the instructions of the Customer, or that relate to or could relate to any subject matter that belongs or could belong to the present or future business of the Customer, or that constitute or could constitute the object of any research by the Customer.
3. Services
3.1. General
In approving the Commercial Proposal, the Customer acknowledges that it has been informed by FRONT SEAT STUDIO of all the impor- tant elements of the Services, and that it is fully aware of them.
Subject to the Customer’s compliance with its obligations under the Agreement, FRONT SEAT STUDIO will use its reasonable efforts to provide Services to the Customer as set out in the Commercial Pro- posal. The Customer agrees that the preceding is an obligation of means. The Customer acknowledges that the obligations of FRONT SEAT STUDIO regarding the provision of Services are exhaustively de- fined in the Commercial Proposal.
Additional requests outside the agreed scope (such as extra content, productions, or strategic support etc.) will be invoiced separately after mutual approval.
Time-scales that may be given for performing the Services are purely indicative and in the absence of any stipulation to the contrary, not binding on FRONT SEAT STUDIO, nor do they render it liable.
3.2. Customer cooperation
The Customer shall, in order for FRONT SEAT STUDIO to effectively perform the Services in a proper timely and efficient manner, at no cost for FRONT SEAT STUDIO, cooperate with FRONT SEAT STUDIO by (i) making on a timely basis management decisions, information and approvals, (ii) providing timely and appropriate access to the Cus- tomer personnel, resources and systems, and any relevant information and documentation (to be accurate and complete) as necessary to fa- cilitate performance of the Services and (iii) providing to FRONT SEAT STUDIO all reasonable assistance required to perform the Services.
4. Intellectual Property Rights
4.1. Property
Subject to the terms and conditions of this Agreement and timely pay- ment of all applicable fees, the Intellectual Property Rights developed by FRONT SEAT STUDIO exclusively for the Customer when provid- ing the Services under this Agreement shall belong to the Customer (expressly excluding any Pre-existing IPR).
For the avoidance of doubt and notwithstanding anything to the con- trary in this Agreement, FRONT SEAT STUDIO shall be entitled to use the ideas, concepts, methodologies, processes and knowhow devel- oped or created by FRONT SEAT STUDIO in the course of delivering the Services for its own benefit and for the benefit of third parties.
Raw footage, photos and video’s, will remain property of FRONT SEAT STUDIO and will never be shared, unless agreed in advance.
4.2. Usage
All works as described in the Commercial Proposal, delivered as final assets (via Milanote or other tools), may only be used by the Customer on the platforms as agreed upon in the Commercial Proposal. Publica- tion on other channels is only allowed with prior written permission.
5. License to Marks
FRONT SEAT STUDIO may reproduce the Marks as agreed upon between the Parties in the Commercial Proposal necessary for, and for the performance of the Services. To that purpose, FRONT SEAT STUDIO is granted a restricted, personal (non-assignable, non-trans- ferable, non-sub-licensable), revocable, non-exclusive license to use the Marks for the duration of the Services and pursuant to the terms of this Agreement.
6. Customer Data
The Customer is fully responsible for the content of the Customer Data. The Customer warrants that the Customer Data, and FRONT SEAT STUDIO’s access to and processing of the Customer Data in the context of the provision of Services in accordance with the Agreement, do not violate any laws or regulations, contractual agreements and/or any third party rights. The Customer shall comply with any terms of use at all times with respect to the Customer Data.
7. Duration of the Agreement
FRONT SEAT STUDIO provides two types of services, each clearly specified in the Commercial Proposal.
7.1. Always On Content Management Agreement
Each Always On Content Management Agreement has a term of 12 months. Unless the Agreement is terminated in writing at least 3 months before the end of the term, the Agreement will be continued for a further period of 12 months.
7.2. Project Agreement
The term of a Project Agreement lasts until the agreed work, specified on the Commercial Proposal, has been delivered and approved by the Customer.
8. Payment terms
The Services shall be provided on a time and material basis or fixed price basis and shall be charged at the rates as specified in the Com- mercial Proposal. All payments under this Agreement shall be done by bank transfer using such payment details as notified by FRONT SEAT STUDIO to the Customer.
Customer agrees to make all payments due to FRONT SEAT STUDIO under this Agreement within thirty (30) Calendar Days of the date of invoice and in euro, unless Parties have agreed otherwise in writing. In the event of late payment, all Customer payment obligations to FRONT SEAT STUDIO will immediately become due and payable.
The amount of any invoice which has not been paid within the agreed timeframe shall automatically be subject to a late payment interest equal to the legal interest rate of the Act of 1 February 2022 on late payment interests in commercial transactions, which interest shall be compounded monthly as of the due date until receipt of full payment by FRONT SEAT STUDIO. In addition, Customer shall pay all costs incurred by FRONT SEAT STUDIO as a result of the (extra)judicial en- forcement of the Customer’s payment obligation under this article.
Each invoice made by FRONT SEAT STUDIO shall be deemed to have been accepted by the Customer if it is not disputed by registered let- ter sent to FRONT SEAT STUDIO wherein the reason for the dispute is explained, and this within fifteen (15) days after the date of that specific invoice.
9. Limitation of Liability
Under no circumstances shall FRONT SEAT STUDIO be liable to the Customer for (i) any indirect, incidental, punitive, physical, special, prospective, speculative, consequential or similar damages or loss (in- cluding damages for loss of profit, anticipated savings, lost revenue or income, loss of use or production, loss of business, loss or corrup- tion of data, loss of database or software, loss of customers and con- tracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage resulting from the performance of the Agreement, (ii) damages resulting from a fault or negligence of the Customer, (iii) compensation of any direct and indirect damages caused by the use of the result of the Services, (iv) all third party claims brought against the Customer.
10. Confidentiality
Each Party shall treat as confidential and keep secret all Confidential Information relating to the other Party and shall not disclose to any third party, other than its agents, officers, employees, professional ad- visors, insurers, subcontractors or consultants where such disclosure is necessary for the performance of the Services, any Confidential Information learned during the negotiation and performance of the Agreement, except for prior written consent of the disclosing Party. Confidential Information disclosed under this Agreement shall not be used by the recipient thereof for any purpose other than as required for the performance of its obligations under the Agreement.
The provisions of this article shall continue in force during five (5) years following the termination of this Agreement.
11. Term
FRONT SEAT STUDIO may terminate this Agreement by written no- tice to the Customer, if the Customer fails to pay to FRONT SEAT STUDIO any amount due hereunder and the Customer fails to cure such failure to pay within fifteen (15) days from the date of such notice.
Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement, oth- er than by non-payment, and fails to cure (if applicable for cure) such breach within fifteen (15) days from the date after being notified by the Party invoking the material breach.
In the event of termination of an Always On Content Management Agreement by the Customer, this must always be done three months in advance in all circumstances.
If this notice period is not respected, the Customer will be required to pay compensation to FRONT SEAT STUDIO. The value of this com- pensation corresponds to an amount equal to three times the agreed monthly fee stated in the Commercial Proposal.
Upon termination of the Agreement for convenience by the Customer, the Customer shall promptly pay all fees to FRONT SEAT STUDIO in respect of the Services as defined in the Commercial Proposal. Fur- thermore FRONT SEAT STUDIO will be under no obligation to con- tinue the provision of the Services after the Customer has given notice of its desire to terminate the Agreement.
12. Data Protection
Each Party shall comply with the Data Protection Laws with respect to the processing of Personal Data communicated by the other Party.
The Customer warrants to FRONT SEAT STUDIO that it has the legal right to disclose all Personal Data which it does in fact disclose to FRONT SEAT STUDIO under or in connection with this Agreement and that the Customer has obtained sufficient consent from all data subjects concerned (if applicable).
The Customer entitles FRONT SEAT STUDIO to store all data provid- ed to FRONT SEAT STUDIO and all documents produced by FRONT SEAT STUDIO for the Customer, for a duration of maximum ten (10) years without any obligation for FRONT SEAT STUDIO to do so and unless specified otherwise in the Commercial Proposal.
13. Miscellaneous
13.1. Severability
If any provision of this Agreement is held to be invalid, illegal or unen- forceable, in whole or in part, the other provisions shall nevertheless continue in full force and effect.
13.2. Notices
Any notice required to be served by this Agreement shall in first in- stance be given by electronic mail to the email addresses set out in the Commercial Proposal.
13.3. Publicity
FRONT SEAT STUDIO shall have the right (unless otherwise indicated in the Commercial Proposal) to use any trademarks or other marks of the Customer (including the Customer’s corporate name) for market- ing or promotion purposes, such as (but not limited hereto) Customer references on FRONT SEAT STUDIO’s website and sales presenta- tions.
13.4. Force Majeure
Neither Party will be liable for any delay in performing, or failure to perform, any of its obligations under this Agreement due to an event, or a series of related events, that is outside the reasonable control of the Party affected (power failures, social strikes or actions, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks wars, unfavourable weather conditions, force majeure on the part of the subcontractors of FRONT SEAT STUDIO, failures in goods, equip- ment, software or materials of third parties, government measures, disruption of internet, data network or telecommunication facilities, unavailability of third party servers, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections unavail- ability of personnel, general transportation problems and electricity outages) (a “Force Majeure Event”). If a Party refers to a Force Ma- jeure Event, it must immediately (at least within five (5) Business Days) inform the other Party of the nature of the Force Majeure Event, stat- ing the date when the Force Majeure Event comes or has come into effect, and when it will have ceased to exist. In this case, the Party must use its best efforts to keep the consequences to a minimum.
If a situation of Force Majeure lasts longer than sixty (60) calendar days, either Party is entitled to terminate the Agreement in writing. In that event, all performances already rendered under the Agreement will be settled in proportion to the state of completion, without the Parties owing anything to each other beyond this proportionate com- pensation.
13.5. Applicable law and jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Belgium and the Parties hereto submit to the exclusive jurisdiction of the Business court of Antwerp, division Antwerp.
Front Seat Studio
Contact
hello@frontseatstudio.be
Frankrijklei 93
2000 Antwerp
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