Terms of sale

GENERAL TERMS AND CONDITIONS

Identity of the service provider

LA VITA E MEDIA BV (refered as: “LA VITA”)
Kerkhof van Brussellaan 66
B-1140 Evere (Belgium)
BTW : 0446.058.161
Tel. : +32 2 724 66 77

E-mail : info@lavitastudios.be

Applicability

These general terms and conditions apply to all offers, quotations, agreements, deliveries of services and/or invoices with and from LA VITA (hereinafter: the “Agreement”). By entering into an Agreement (even by email), the Client accepts LA VITA’s general terms and conditions and acknowledges to be aware of them.

These general terms and conditions also apply to Agreements with the Client where third parties (such as, but not limited to, copywriters, voice actors, and musicians) are involved for execution.

These general terms and conditions take precedence over those of the Client. Deviations are only valid if expressly and in writing accepted by LA VITA.
LA VITA reserves the right to amend these general terms and conditions at any time without personally notifying the Client. Ongoing Agreements remain subject to the terms and conditions that were applicable at the time of their conclusion.

Services

LA VITA’s services include: voice recordings (remote or not), radio commercials, TV post-production, online & social ads, sound design for corporate films, dubbing, in-store commercials, multilingual IVR messages, use of music libraries, tailor-made music, as well as other services in the broad sense, whether or not in the form of digital files (hereinafter: “Services”).

LA VITA shall provide the Services in accordance with the provisions of the Agreement or order, exercising the due care, skill, expertise, and knowledge expected of a professional in the same field, and in line with the highest industry standards. LA VITA’s obligations under this Agreement are obligations of means, unless expressly stated otherwise.

If and insofar as the execution of the Agreement requires, LA VITA has the right to subcontract certain tasks to third parties.

The Client guarantees that all information indicated by LA VITA as necessary—or reasonably expected to be necessary—for proper performance of the Services will be provided to LA VITA in due time. The Client is solely responsible for any (additional) costs resulting from LA VITA being unable to perform the Services at the agreed time.

Unless expressly agreed otherwise, applying for (music) licenses and/or investigating the possibility of intellectual property rights does not fall within LA VITA’s responsibilities.

Quotations and prices

The Services shall be carried out on a time-and-materials basis, as specified in the assignment.Unless expressly agreed otherwise, quotations from LA VITA are valid for [60] calendar days. Prices remain subject to technical or human errors, which may be corrected.

An Agreement is only concluded when LA VITA confirms acceptance in writing (by email) to the Client. Commencement of execution also counts as confirmation.

Prices are exclusive of VAT and any extraordinary costs incurred by LA VITA, insofar as proven with supporting documents (invoices, expense notes...), as well as travel and transport costs.
LA VITA reserves the right to revise its rates in case of significant changes in market prices and/or wages.

Changes to the Agreement

Unilateral cancellation, in whole or in part, by the Client (after the start of the assignment) will be considered a breach of contract. In such case, a lump-sum compensation equal to [50]% of the agreed price for the cancelled Service shall be charged, without prejudice to LA VITA’s right to claim actual damages in accordance with art. 1794 (Old) Civil Code.

For any services provided to consumers, the Client acknowledges that the Services are executed according to their specifications, meaning that under art. VI.53 WER no right of withdrawal applies.

Invoicing and payment

Invoices are payable in cash without set-off at LA VITA’s registered office, within a maximum of [60] calendar days after invoice date.

In case of non-payment on the due date, late-payment interest of 12% per year is due automatically and without notice, calculated from the invoice due date until full payment, without prejudice to other rights of LA VITA. In addition, a lump-sum penalty of 15% of the invoice amount (minimum EUR 50.00) will also be charged.

Failure to pay one invoice on time makes all other invoices immediately due and payable.

LA VITA reserves the right, in case of partial or full non-payment or any breach by the Client of obligations under the Agreement, to suspend performance of all Agreements or terminate them fully or partially with immediate effect, automatically and without notice, without prejudice to any other rights of LA VITA.

Retention of title

By derogation from art. 1583 (Old) Civil Code, ownership of the productions resulting from the Services passes to the Client only after full payment of the principal amount, any penalties, and/or interest.

Confidentiality and intellectual property rights

Both parties are obliged to maintain confidentiality of all confidential information obtained within the Agreement. The Client guarantees to have obtained all consents and rights regarding the material, recording, and/or (digital) audio carrier provided to LA VITA. The Client shall indemnify and compensate LA VITA for all third-party claims in this respect.

Unless otherwise agreed in the quotation, the following rules on intellectual property rights apply (including copyright and related rights):

After payment of the price (art. 4), the Client has the exclusive right to use the intellectual property rights arising from the works for a standard period of [1] year for radio-related productions after first use, and [1] year for TV-related productions. Works may be used within this period by the Client for advertising and promotional purposes, in any form, but only for the medium for which the rights are granted. If another term applies, this must be expressly stated in the quotation and/or invoice.

After expiry of the aforementioned period, the intellectual property rights revert to LA VITA, unless the Client expressly requests to acquire them definitively, in which case an additional (agreed) fee—usually 50% of the price under art. 4—applies.

Complaints

Any complaint regarding the invoiced Services, of any nature, must be sent by the Client to LA VITA by both email and registered letter within 8 days of the invoice date. Failure to protest in time shall be deemed unconditional acceptance of the Services and the invoice.

Data protection

The processing and protection of personal data are subject to LA VITA’s Privacy Policy, which forms an integral part of these general terms and conditions.

Liability

Without prejudice to mandatory legal provisions, LA VITA is only liable for damages caused by failure to comply with its obligations if such damages result from intentional or gross negligence or fraud. LA VITA cannot be held liable for other errors (including those caused by third parties or subcontractors).

The Client expressly agrees that LA VITA is not liable for errors in recordings, compositions, texts/data, and/or other productions if the Client has approved them or had the opportunity to carry out a (quality) check and waived it.

LA VITA is not liable for indirect damages such as, but not limited to, lost profits, financial or commercial losses, production loss, increased general expenses, increased administrative costs, loss or damage to data, loss of contracts, intangible damages, loss of clientele, and/or any consequential damages.

LA VITA is not liable for damages owed to third parties, such as contractual liability or delay damages payable by the Client to a third party. Therefore, LA VITA does not indemnify the Client.

If LA VITA and/or its subcontractors are held liable for any damages, liability shall in any case be limited to the invoiced amount to the Client.

Force majeure

LA VITA cannot be held to fulfil its obligations under the Agreement if prevented by Force Majeure, being any circumstance beyond LA VITA’s control that wholly or partly hinders performance (such as strike, lock-out, revolution, mobilisation, war, epidemics, government measures, transport difficulties, machinery breakdown, fire, flooding, power outage, defaulting suppliers, or other similar or dissimilar circumstances).

In case of Force Majeure, LA VITA’s obligations under this Agreement are suspended, or the Agreement may be definitively terminated.

Disputes

If any provision of these general terms and conditions is declared null and void or unenforceable, the other provisions remain fully applicable, and the invalid provision will apply to the extent permitted by law.

The legal relationship between LA VITA and the Client is exclusively governed by Belgian law, regardless of the Client’s residence or registered office. If, for reasons of international law, another law applies, interpretation of these terms will primarily refer to the provisions of Book VI WER.

If the Parties cannot amicably resolve a dispute, the courts of the judicial district of Brussels shall have exclusive jurisdiction.