Terms

1. Definitions.

87 SECONDS is a «société anonyme» incorporated under Belgian law. Its registered office is at 1000 BRUSSELS (Belgium), Boulevard Barthélémy, 17 (BCE-TVA BE 0847.961.528 (RPM Brussels). The Client is the physical or legal person who in the course of their professional activity has ordered services or goods. The Service provided is set out in a short explanatory video which can be downloaded online.

2. Scope.

These terms and conditions form the contract linking the parties, to the exclusion of the Client’s own conditions. No exemptions to these conditions will be allowed without the prior written consent of 87 SECONDS. The absence of implementation of any provision contained in these Terms and Conditions can not be interpreted as a waiver by 87 SECONDS or as an acknowledgment of any right on the part of the Client.

3. Service request.

All service requests should be made by the Client via the 87 SECONDS website. The Client should formulate his request, taking into account the options set out on the website. Upon completion of the formulation process of the service request, the Client will be shown the price of his request. The price is shown exclusive of VAT and other taxes and concerns strictly and solely the services and facilities set out, excluding fees and out of pocket expenses (travel and accommodation costs outside the Brussels metropolitan area, etc.). If the Client accepts the price, he can place an order for the services which he has requested, at the price shown on the website and pay a deposit equivalent to 50% of the price plus VAT and other taxes. He will then receive an acknowledgement of his order from 87 SECONDS. The order is confirmed and the contract agreed if, within 15 days from the date of sending of the acknowledgement of the order, 87 SECONDS has not refused the order. In the case of refusal of the order by 87 SECONDS, the deposit will be returned by 87 SECONDS less a sum equal to 34% of the amount of deposit paid to cover administration costs.

4. Payment.

A deposit of 50% of the purchase price plus VAT and other taxes, is due at the time the order is submitted. The balance of the price plus VAT and other taxes is due upon delivery of the services ordered.

5. Cancellation clause.

The Client has the right to cancel the contract provided that 1) the cancellation is sent in writing (by recorded delivery with proof of receipt) within 30 days of its submission, 2) 87 SECONDS shall not have started to carry out its obligations and 3) the Client shall pay compensation for cancellation equivalent to 66% of the deposit paid, the balance then being refunded to the Client. Beyond this 30 day period or in case of 87 SECONDS having started work on the contract, it will no longer be possible for the Client to cancel the contract. For inasmuch as is necessary, article 1794 of the Code civil shall be, by express agreement, rendered inapplicable. 87 SECONDS may cancel the contract at any moment, by notification generated on its website, by refunding to the Client the total amount of the deposit paid.

6. Modification.

Any modification of the order made after submission of the contract should be sent in writing to 87 SECONDS who, in case of acceptance, reserve the right to modify these conditions as a consequence.

7. Responsibility.

87 SECONDS is not responsible, either contractually or extra-contractually, for any files, models, drawings, media or any other element sent or used by the Client in the course of its execution of the contract. The Client guarantees that he is the owner and/or is legally authorized to use all the elements transmitted (typography, photographs, drawings, models, etc.) and that he is solely and uniquely responsible for their usage and for the use of the services and systems provided by 87 SECONDS, included in this is respect for legislation relating to privacy. He will exclude 87 SECONDS from any claim by third parties relating thereto, for principal, interest and costs. 87 SECONDS is not responsible for any material or media transmitted by the Client, who agrees to insure such items against all risks (fire, theft, damage, etc.), at no cost to 87 SECONDS. 87 SECONDS is not responsible for any faults, deficiencies or damage caused by third parties, including by sub-contractors or enforcement officers. The Client is solely responsible for any delays, malfunctions or adverse consequences which might arise from inaccurate or incomplete information communicated to 87 SECONDS. The Client acknowledges and accepts that all the obligations to which 87 SECONDS is subject are strictly limited and that 87 SECONDS is not responsible except in the case of gross negligence or fraud. In the event that the Client can prove the existence of gross negligence or fraud on the part of 87 SECONDS, the damages which the Client can claim only includes material damage resulting directly from the offence with which 87 SECONDS is charged, to the exclusion of any other damage (including psychological damage, loss of enjoyment or pleasure, loss of earnings, costs incurred, etc.) and shall not, in any event, exceed 75% (excluding taxes) of the amount actually paid by the Client for execution of the contract.

8. Intellectual property rights.

Under all circumstances, 87 SECONDS retains ownership of all copyright for the products to be produced by 87 SECONDS in execution of the contract. However, in circumstances where 87 SECONDS may be able to concede copyright to the Client, 87 SECONDS will, upon payment of the entire cost, concede the rights to exclusive use of the product or the service supplied in execution of the contract.

However, 87 SECONDS retains the right to make use of the finished product (free of charge) produced for the Client according to the contract, in order to carry out, by whatever means, promotion of its products and services to third parties. 87 SECONDS remains sole proprietor of all other intellectual property rights (such as trademarks, patents, drawings, models, copyright on any work other than that which constitutes the finished product produced under the contract), and of any know-how developed in the course of production of its services.

9. Approval of goods and services.

Based on the parameters set by the Client, 87 SECONDS will supply within [7] days of conclusion of the contract, a first draft of the goods or services. The Client has [7] days in which to approve or reject the project. In case of rejection, he must set out his reasons for rejection. Any project which has not been rejected within the aforementioned period is irrevocably accepted by the Client. Where appropriate, 87 SECONDS will supply a second draft of the goods or services, within [7] days of the Client’s rejection of the first draft. The Client has [7] days in which to approve or reject the project. In case of rejection, he must set out his reasons for rejection. Any project which has not been rejected within the aforementioned period is irrevocably accepted by the Client. Where appropriate 87 SECONDS will carry out the required modifications and supply, upon prior payment of the balance of the price, the final version of the product or service. Upon payment of the balance of the price, the Client is solely and uniquely responsible for collection of the products or services ordered and agrees to take necessary measures to avoid delivery of the contract, on his part or on the part of 87 SECONDS, from producing damaging consequences.

10. Exclusivity and anti-poaching.

The Client agrees to deal exclusively with 87 SECONDS during the entire duration of the contract, in relation to the services directly or indirectly linked to its execution, its consequences and effects and not to poach, either directly or indirectly, the employees of 87 SECONDS or its independent service providers.

11. Time limits.

The time limits for delivery and execution are given for information only and are in no way binding upon 87 SECONDS. Any delay in delivery or execution shall not give entitlement to compensation, damages or interest, cancellation of the contract or suspension of the Client’s obligations.

12. Force majeure, accident and lack of foresight.

87 SECONDS cannot be held responsible, either contractually or extra-contractually, in the event of temporary or permanent failure to carry out its obligations, when this failure is the result of force majeure or accident. The following events, in particular, shall be considered to be due to force majeure or accident: 1) the loss, partial or total destruction of 87 SECONDS computer systems or of its data base when one or other of these events cannot reasonably be considered to be the direct fault of 87 SECONDS and it cannot be demonstrated that 87 SECONDS has omitted to take reasonable measures to prevent one or other of these events, 2) earthquake, 3) fire, 4) flood, 5) epidemic, 6) acts of war or terrorism, 7) strikes, whether official or unofficial, 8) lock-outs, 9) insurrections and riots, 10) cuts in energy supply (such as electricity), 12) failure of the internet or data storage system, 13) failure of the telecommunications network, 14) loss of connection to the internet or to the telecommunications network upon which 87 SECONDS relies, 15) an act or decision by a third party, where such a decision affects the correct execution of this contract or 16) any other cause beyond the reasonable control of 87 SECONDS.

If, due to circumstances independent to the wishes of 87 SECONDS, the execution of its obligations cannot be carried through or is simply made more onerous or difficult, 87 SECONDS and the Client agree to negotiate loyally and in good faith a modification of the contractual conditions within a reasonable period of time in order to restore the equilibrium. Failing an agreement within a reasonable time limit, each of the Parties may invoke the cancellation of the contractual relationship which unites them, without indemnity or compensation of any kind whatsoever.

13. Claims.

Delivery by 87 SECONDS of the product or service ordered or their partial use carries with it final approval of what has been delivered. Claims relating to work delivered or services supplied are only admissible if (a) they do not relate to the conformity of the goods or services delivered to the parameters set out by the client and (b) they are sent by recorded delivery letter within 8 days of delivery. In any event, any legal action relating to contractual or extra-contractual liability against 87 SECONDS is limited to 6 months from the date of occurrence of the fault.

14. Payment.

Invoices are payable in cash upon receipt, unless otherwise expressly arranged, to the headquarters of 87 SECONDS, or to the financial institution mentioned on the invoice. Any invoice which remains unpaid by the due date will be subject to an annual interest rate of 15% per month until payment is made, not including a standard penalty clause of 15% with a minimum of 125.00 Euros, without prejudice to the application of the law of August 2nd 2002 relating to commercial transactions. Receipt of the invoice constitutes automatically and in conformity with article 1139 of the Code Civil notice to the debtor, without the need for further action or notice of expiry of the term. If no payment is received by the due date, 87 SECONDS also reserves the right to suspend, without any prior notice, the execution of its obligations and independently of its right to consider, without warning or prior judicial decision, the contract as cancelled by the fault and wrongdoing of the Client and to demand damages and interest. The same applies in the case of failure by the Client to carry out any of his obligations.

15. Other.

The possible invalidity of any provision within these Terms and Conditions shall not affect the validity of the remaining provisions. Any clause shall be interpreted, where appropriate to be in favour of 87 SECONDS . The contract, its negotiation, its effects and consequences shall all be subject to Belgian law and any dispute relating thereto shall be under the sole jurisdiction of the Brussels courts, and where appropriate of the Justice of the Peace of Brussels, acting in the French language.