General Terms & Conditions

Algemeen

De offertes, facturen en overeenkomsten van BRIGHTBOARD BV zijn onderworpen aan de onderstaande voorwaarden. Afwijkingen van deze voorwaarden zijn slechts mogelijk indien uitdrukkelijk en schriftelijk aanvaard door BRIGHTBOARD BV.

Aanbiedingen

Al de offertes van BRIGHTBOARD BV zijn zonder verbintenis en gelden louter ten in­formatieve titel. Een aan BRIGHTBOARD BV toegezonden bestelling is slechts aanvaard voor zover de bestelling uitdrukkelijk wordt bevestigd. Een overeenkomst komt geldig tot stand door ondertekening door de klant van de be­stelbon. Van zodra BRIGHTBOARD BV het voorschot van een klant ontvangt, betekent dit dat de klant akkoord gaat met de algemene voorwaarden en de goederen definitief in be­stelling neemt.

Leveringen

De levering geschiedt en het risico gaat over op het ogenblik dat de goederen ter beschikking zijn van de klant conform huidige algemene voorwaarden. Leveringstermijnen worden enkel ter inlichting aangeduid en zijn geenszins bindend voor BRIGHTBOARD BV.

Laattijdige leveringen geven geen aanleiding tot ontbinding of schadevergoeding.

Indien BRIGHTBOARD BV ingevolge omstandigheden onafhankelijk van haar wil, zoals overmacht, in de onmogelijkheid is om een aanvaarde bestelling uit te voeren, dan kan BRIGHTBOARD BV door gewone mededeling aan de klant de overeenkomst ontbinden zonder schadevergoeding verschuldigd te zijn.

Montage – Programmering

Indien overeengekomen wordt dat BRIGHTBOARD BV instaat voor de plaatsing en/ of programmering van het product, dient de klant BRIGHTBOARD BV schriftelijk op de hoogte te brengen dat de noodzakelijke voorbereidende werken ten laste van de klant afgerond en conform zijn, vooraleer BRIGHTBOARD BV tot installatie overgaat.

De klant staat zelf in voor de aanwezigheid van een gekeurde elektriciteitsinstallatie, alsmede voor geschikte accommodaties voor de plaatsing van het product. Alle eventuele belastingen en taksen vallen ten laste van de klant.

Gebreken – Aansprakelijkheid

Klachten inzake uitvoering van werken, verkeerde leveringen en uitwendig waarneembare gebreken dienen per aangetekend schrijven aan BRIGHTBOARD BV overgemaakt te worden binnen 48 uur na de levering. Bij overschrijding van deze termijn vervalt elke eventuele aanspraak tegen BRIGHTBOARD BV.

Klachten inzake verborgen gebreken dienen per aangetekend schrijven aan BRIGHTBOARD BV overgemaakt te worden binnen 8 dagen na de ontdekking. Bij overschrijding van deze termijn vervalt elke eventuele aanspraak tegen BRIGHTBOARD BV.

BRIGHTBOARD BV is slechts verantwoordelijk voor de kwaliteit van de geleverde goederen en diensen, in functie van de specificaties die de klant schriftelijk bij zijn bestelling heeft opgegeven en waarvoor de klant zelf uitsluitend aansprakelijk blijft. Elke andere aansprakelijkheid van BRIGHTBOARD BV is uitgesloten.

De verantwoordelijkheid van BRIGHTBOARD BV is beperkt tot de vervanging van de geleverde goederen en diensten indien deze niet conform zou zijn of tot de terugbe­taling van de factuurprijs, indien BRIGHTBOARD BV dat verkiest.

BRIGHTBOARD BV kan niet aansprakelijk gesteld worden voor enige schadevergoeding voor bedrijfsverliezen of voor andere indirecte schade.

De klant is verantwoordelijk voor vergunningen alleraard.

Betaling

Voor de bestelling van goederen, wordt er een voorschotfactuur gemaakt van 50%, tenzij uitdrukkelijk anders vermeld. Het productieproces start pas na het ontvangen van dit voorschot; tevens start dan ook de niet bindende levertermijn.

Tenzij andersluidend beding op de aanvaarde bestelbon of de factuur, is de prijs contant betaalbaar op de maatschappelijke zetel van BRIGHTBOARD BV, te weten 1730 Asse, Zone 5 Mollem 318.

Zonder tegenbericht van de klant binnen 8 dagen na facturatiedatum wordt de fac­tuur als goedgekeurd beschouwd.

De facturen zijn betaalbaar binnen de 15 dagen na de factuurdatum, zonder enige aftrek of schuldvergelijking

Elk op de vervaldag onbetaald gebleven bedrag wordt, zonder voorafgaande in­gebrekestelling, van rechtswege verhoogd met een forfaitaire vergoeding van 15 procent van het totale factuurbedrag, met een minimum van 250,00 EUR. Daarenboven brengt elk onbetaald gebleven bedrag, zonder voorafgaande ingebrekestelling, van rechtswege nalatigheidintrest op van 12 procent vanaf de ver­valdag van de factuur.

Garantie

BRIGHTBOARD BV waarborgt een garantie op een normale werking van het product ten behoeve van de klant gedurende 36 maanden. Deze termijn begint te lopen vanaf de op­levering. Deze garantie geldt niet ten behoeve van derden aan wie de klant de goederen zou hebben overgedragen.

De garantie gedurende deze periode heeft de volgende inhoud:

• Indien er een defect werd vastgesteld aan de producten, waarborgt BrightBoard dat na de kennisgeving van het defect een technicus van BrightBoard (of een on­deraannemer) zo snel mogelijk ter plaatse komt op werkdagen. De goederen worden ter plaatse hersteld of meegenomen voor herstelling naar de fabrica­geruimte. BRIGHTBOARD BV is niet aansprakelijk voor de eventuele schade die de klant lijdt ingevolge genotsderving of gederfde inkomsten tijdens de duur van de herstelling. De kosten van de wisselstukken zijn gedurende de garantieperio­de ten laste van BRIGHTBOARD BV, de werkuren en kilometervergoeding zijn ten laste van de klant. Defecten, veroorzaakt door menselijk toedoen, worden door BrightBoard in regie gefactureerd aan 90€ per gewerkt uur (herstelling en de trans­portvergoeding).
• Indien er bepaalde onderdelen niet in voorraad zijn, worden deze bijbesteld en gele­verd binnen een redelijke termijn.

Na verloop van 36 maanden worden de interventies van BRIGHTBOARD BV, welke werk­uren en wisselstukken omvatten en eventuele bestellingen doorgerekend aan de klant, aan de gebruikelijke tarieven.

De waarborg van BRIGHTBOARD BV beperkt zich tot de verborgen gebreken, die op het ogenblik van de levering redelijkerwijze niet konden worden ontdekt en voor zover tijdig mede gedeeld. De waarborg van BRIGHTBOARD BV beperkt zich tot de pres­taties in verband met de plaatsing die door BRIGHTBOARD BV worden onderschreven en tot de vervanging van wisselstukken. De waarborg geldt evenmin indien de klant de producten niet op een normale manier onderhoudt en indien het defect te wijten is aan gebrekkig onderhoud. Kosten van onderhoud zijn ten laste van de klant.

De waarborg vervalt wanneer de klant zelf of via derden herstellingen aan het product heeft pogen te ondernemen (behoudens herstellingen uitgevoerd door een door BrightBoard opgeleide technicus), wijzigingen aan het product heeft toegebracht of de gebruiksvoorschriften niet heeft nageleefd, het product onzorgvuldig heeft ge­bruik of verkeerde wisselstukken heeft aangewend. Onder geen enkel beding kan BRIGHTBOARD BV aangesproken worden voor gevolgschade.

Annulering – ontbinding

Indien de klant de bestelling annuleert, is deze een schadevergoeding verschuldigd aan BRIGHTBOARD BV van 60 procent van de integrale prijs. Annuleert de klant haar bestel­ling minder dan dertig dagen voor de levering van het product, is een schadevergoeding verschuldigd van 75 procent van de integrale prijs.

BRIGHTBOARD BV heeft ingeval van het niet-respecteren door de klant van overeengekomen betalingsmodaliteiten, zonder ingebrekestelling of gerechtelijke tus­senkomst de keuze tussen enerzijds de toekomstige leveringen op te schorten, en ander­zijds de overeenkomst als van rechtswege ontbonden te beschouwen, zonder afbreuk van haar recht bijkomende schadevergoeding te vorderen.

Eigendomvoorbehoud

De geleverde en geplaatste producten blijven eigendom van BRIGHTBOARD BV tot integrale betaling van de prijs, incl. intresten en schadevergoedingen, zelfs indien de klant ze reeds gebruikt. Tot zolang is de klant niet gerechtigd de producten te verkopen of uitlenen aan derden, dan wel ze als onderpand te gebruiken.

Dit eigendomsvoorbehoud doet geen afbreuk van de overgang van het risico van BRIGHTBOARD BV de klant.

De klant zal de goederen die niet betaald werden op de vervaldag vrijwillig ter beschikking van BRIGHTBOARD BV stellen.

Beëindiging contract

De overeenkomst tussen BRIGHTBOARD BV en de klant kan onmiddellijk en zonder voor­afgaande kennisgeving worden beëindigd in geval van stopzetting van de activiteiten door de klant, faillissement, gerechtelijk akkoord. Een eenvoudige kennisgeving volstaat.

Bevoegde rechtbanken – Toepasselijk recht

Alle geschillen omtrent deze algemene voorwaarden en de overeenkomst tussen BRIGHTBOARD BV en de klant, worden uitsluitend gebracht voor de rechtbanken van het arrondissement Brussel.

Het contract tussen BRIGHTBOARD BV en de klant wordt beheerst door Belgisch recht.

General Terms & Conditions Rental

Article 1 – Definitions

1.1 General Terms & Conditions: these general terms and conditions.

1.2 Equipment: movable property that shall be rented out by BrightBoard on a temporary basis and as a temporary auxiliary structure under the Agreement, e.g. video and LED equipment, as well as all associated materials and accessories.

1.3 Article: a provision of these General Conditions.

1.4 Source files: Digital files used in the execution of the Agreement or created during its execution.

1.5 Dry Hire: Equipment rental, which does not involve any work on the Equipment, such as installation, assembly, operation, maintenance and/or disassembly of the Equipment, by BrightBoard.

1.6 BrightBoard BV: The Private Limited company BrightBoard BV with its registered office at 1730 Asse, Zone 5 Mollem 318 (Belgium) and company number 0887904346.

1.7 Information carriers: magnetic tapes and discs, optical discs and all other means intended for the recording, processing, transmission or reproduction of texts, images or other data by means of equipment, in the broadest sense of the word.

1.8 Client: the potential or actual other party in an agreement with BrightBoard. This may refer to a renter, a client or any other type of customer.

1.9 Location: the agreed location or locations where the Equipment will be used by the Client on a temporary basis and as a temporary auxiliary structure.

1.10 Agreement: the agreement concluded between the Client and BrightBoard, which may consist of a rental agreement for the rental of the Equipment, an agreement for the performance of audio-visual services or any other type of agreement.

1.11 Party: The Client or BrightBoard, according to context

1.12 Parties: The Client and BrightBoard, together.

1.13 Personnel: employees, trainees, directors, hired third parties and other persons working for a Party.

Article 2 – Applicability

2.1 these General Terms & Conditions apply to the conclusion, content and fulfilment of all Agreements, including all subsequent and additional Agreements, and to any disputes arising in connection therewith, unless the Parties expressly agree otherwise in writing.

2.2 These General Terms & Conditions form an integral part of the Agreement.

2.3 The Client’s General Terms & Conditions shall apply only if expressly agreed in writing that they shall apply to the Agreement to the exclusion of these General Terms & Conditions.

Article 3 – Conclusion of the agreement

.1 All offers and quotations from BrightBoard are without obligation and are purely informative.

3.2 A new quotation submitted by BrightBoard is considered a new and separate quotation replacing all previous quotations that have not been accepted by the Client.

3.3 Unless otherwise agreed in writing, all offers and tenders shall be based on the information known at the time of the offer or quotation as well as on execution of the Agreement, being subject to the working hours, work schedules and working conditions specified in the relevant offer or quotation. If, at the Client’s request, execution of the Agreement does not take place within the stated working hours, work schedules and/or working conditions, the Client shall reimburse BrightBoard for any additional costs, including additional hours worked and any waiting hours.

3.4 BrightBoard is at all times entitled to discontinue negotiations with the Client without obligation to provide any reason or to pay any damages and/or costs. BrightBoard also reserves the right to refuse any orders, assignments or commands from the Client, based on BrightBoard’s own compelling reasons.

3.5 An Agreement shall be concluded if: (i) the Parties have signed the Agreement drawn up by BrightBoard, (ii) BrightBoard has accepted in writing the Client’s order, assignment or command, (iii) The Client has accepted and confirmed BrightBoard’s offer in good time in writing and BrightBoard has reconfirmed said Client’s acceptance and confirmation in writing by sending a confirmation of order, or (iv) BrightBoard upon the Client’s request begins to perform or provide services, including Equipment rental.

Article 4 – Prices

4.1 The prices quoted are exclusive of VAT and do not include other costs such as insurance, transport, loading and unloading, accommodation, expenses and hiring of a third party, unless BrightBoard explicitly states otherwise in writing.

4.2 The Client accepts that any changes to the Order requested by or on behalf of said Client, including any modification(s) of instructions after receipt of work drawings, models, sketches, tests, storyboards, or the delivery specifications or work required as a result of adjustments to the assignment may result in changes to the budget and the price. This also applies to additional actual models or animations, unclear descriptions, unclear sketches, drawings or models, inadequate information carriers, faulty computer software or data files, improper delivery of the materials or products to be supplied by the Client and any similar type of supplies that should be delivered by the Client that make any more work or costs necessary above and beyond that which BrightBoard could have reasonably expected when entering into the Agreement.

Article 5 – Payment

5.1 Payment by the Client must be fulfilled within the time limit specified in the quotation, order confirmation or invoice.

5.2 BrightBoard is entitled, whether or not during implementation of the Agreement, to request full or partial advance payments. BrightBoard reserves the right, without prejudice to its possible other rights, to suspend execution of the Agreement, with or without prior notice to the Client, until the advance invoice has been paid.

5.3 The Client’s payments must be made in euro only, without any form of settlement, discount, reduction or suspension. If the Client has complained in writing about an invoice within the term of payment and, in BrightBoard’s opinion, this complaint is justified, payment may only be suspended in respect of the part of the invoice to which the complaint relates.

5.4 All costs related to payment, collateralisation, and transaction costs, including currency exchange costs, are borne by the Client. Any amount not paid by the due date shall, without prior notice of default, be automatically increased with a flat-rate fee of 12% of the total invoice amount, subject to a minimum of EUR 125.00. In addition, any unpaid amount is, without prior notice of default, automatically subject to the legally stipulated arrears interest of 15%, as of the due date and up to the time of full payment. In the event of late payment of an invoice, all outstanding (but not yet due) invoices will be immediately payable in full.

5.5 BrightBoard is entitled to set-off, even if the legal requirements for use of set-off are not met, including but not limited to setting off claims on the part of BrightBoard and/or of BrightBoard’s group of companies against any claims the Client’s shall have against BrightBoard and/or BrightBoard’s group of companies, regardless of the legal basis of the claims in question.

Article 6 – Collateralisation

6.1 in the event that BrightBoard considers that there is a reasonable cause to fear that the Client will not meet its obligations to BrightBoard properly or not in time, said Client is obliged, at BrightBoard’s first request, to provide immediately, and in the form desired by BrightBoard, sufficient collateral to cover full compliance to the Client’s payment or other obligations, or to change or supplement the collateral already provided. The collateralisation offered will have to be such that the claim against the Client, including any interest and other costs, is properly covered and such that will ensure that BrightBoard can recover the amount without difficulty.

6.2 If the Client fails to react within seven calendar days to a request for collateral as set out in the preceding paragraph, all the consequences of non-compliance shall immediately come into force, including BrightBoard’s right to suspend its obligations and to recover the Equipment.

Article 7 – Implementation of the agreement in general

7.1 All Client-to-BrightBoard instructions regarding implementation of the Agreement shall be given by the Client in writing. If BrightBoard is instructed orally by the Client, BrightBoard shall, if possible, confirm this in writing to the Client after being given the instruction. BrightBoard shall, without prejudice to any other provisions herein, not be liable for consequences arising from any inaccuracies or misunderstandings resulting from oral instructions given by the Client.

7.2 Unless otherwise expressly agreed in writing or specified by BrightBoard, delivery terms, schedules, milestones, review timings etc. are indicative. Any shift in planning related to modifications or other requests by the Client, including those described in Section 4.2, may result in an order exceeding the planned and available production capacity, which may in turn result in delayed execution of the work. The Client accepts these consequences.

7.3 The Client should generally provide such cooperation as may reasonably be necessary for BrightBoard to perform the Agreement, including but not limited to providing facilities and access to land and buildings, receiving items, having sufficient and qualified personnel available to assist BrightBoard personnel, and providing any necessary input and making necessary decisions in good time.

7.4 Unless otherwise expressly agreed in writing or stated herein, the Client shall provide the necessary (technical) facilities, infrastructure and tools for putting into service that which is provided by BrightBoard.

7.5 The Client must ensure that all information and files it provides are current, accurate and complete, that they do not infringe intellectual or other proprietary rights of third parties, and that they are in accordance with applicable laws and regulations. BrightBoard is not required to check files received from the Client in regard to the factors mentioned above.

7.6 When BrightBoard personnel carry out the work at the Client’s premise, said Client shall ensure that working conditions are in accordance with the regulations on welfare at work.

7.7 If the Client fails to fulfil the obligations set out in the Agreement (including these General Terms & Conditions), this shall be deemed a shortcoming and BrightBoard shall be entitled, inter alia, to suspend its obligations and to charge any additional costs incurred in connection therewith.

Article 8 – Special provisions regarding equipment rental

8.1. General

8.1.1. In addition to the other provisions set out in these General Terms & Conditions, provisions stated in this Article 8 apply when BrightBoard rents out Equipment.

8.1.2. BrightBoard is entitled to rent to the Client replacement Equipment of equivalent or better quality if the agreed Equipment is not available for the performance of the Agreement.

8.2. Rental term

8.2. 1. The Agreement shall be entered into for the rental period shown in the Agreement and shall commence on the agreed date of delivery of the Equipment.

8.3. BrightBoard’s obligations

8.3.1. BrightBoard undertakes to make available to the Client the agreed Equipment, in good condition and in accordance with the specifications, dimensions and, where necessary, weight stated in said Agreement.

8.3.2. Unless otherwise agreed in writing, BrightBoard will make the Equipment available to the Client by delivery of the Equipment to the agreed location.

8.4. Client cooperation

8.4.1. The Client should indicate the precise location where the Equipment should be unloaded. When the event ends, the Client should indicate precisely where the Equipment should be collected for return. BrightBoard shall not be liable, irrespective of the legal basis and without prejudice to the other provisions set out herein, for any damage which may arise as a result of following the instructions given by the Client regarding loading and/or unloading.

8.4.2. In the event of an outdoor event, the Client is required to ensure safe and accessible terrain conditions. If delivery, loading, unloading and/or removal of the Equipment is not possible by the agreed date or is delayed as a result of the site conditions, the Client must reimburse BrightBoard for the related costs. BrightBoard shall not be liable, irrespective of the legal basis and without prejudice to the other provisions set out herein, for any damage that may occur to roads, paths or land on the site or at or near the location where the Equipment is located within the site – whether or not this is considered private or public – as a result of following the Client’s instructions regarding delivery, loading, unloading or removal of the Equipment and/or entry and/or exit from the site. The Client shall indemnify BrightBoard in this respect.

8.4.3. The Client is required to clearly instruct BrightBoard where to install the Equipment before BrightBoard can execute the Agreement.

8.4.4. The Client is responsible for and shall ensure that all permits, licenses and other approvals required in order to organize the event and use the Equipment are obtained.

8.4.5. The Client must follow BrightBoard’s advice strictly in regard to Equipment positioning.

8.4.6. The Client undertakes to provide BrightBoard with a continuous power supply, in good time and free of charge, when BrightBoard deems it appropriate for the Equipment. On BrightBoard’s first request, the Client must provide as much lighting as is necessary to be able to work safely (in the evening).

8.4.7. The Client is required to allow BrightBoard and personnel engaged by BrightBoard to enter and leave the site at any time for loading, unloading, assembly, installation, and as the case may be, operation, maintenance, disassembly and/or removal (from the site) of the Equipment. The Client will provide BrightBoard with adequate and continuous access tickets if necessary.

8.4.8. The Client is responsible for timely completion of any work that must be completed by its personnel prior to installation and assembly of the Equipment, so that BrightBoard has sufficient time to perform the work agreed with said Client. BrightBoard is entitled to charge the Client for waiting hours if the intended work (as mentioned above) has not been carried out in time.

8.5. Use of the Equipment

8.5.1. The Client is obliged to behave as a good renter of the Equipment and to use it carefully and professionally in accordance with the intended purpose of said Equipment. The Client must follow any instructions provided or communicated in respect of the Equipment.

8.5.2. If the Agreement provides that BrightBoard cannot handle installation, disassembly, maintenance and/or operation of the equipment on a number of specific dates, the Client may not use the equipment on such dates without the prior written permission from BrightBoard.

8.5.3. The Client is not permitted to make changes in or on the Equipment, unless said Client has written, express prior consent from BrightBoard. BrightBoard is entitled to make changes in or on the Equipment, if such is necessary for proper performance of the Agreement and/or to comply with applicable laws and/or regulations or measures or orders by government

8.5.4. Without the explicit permission of BrightBoard, the Client is not permitted to: (i) open the housing/ packaging of the Equipment or any part thereof, (ii) move the Equipment and/or (iii) operate the Equipment.

8.5.5. After the end of the rental period, the Client must make the Equipment available to BrightBoard.

8.6. Location

8.6. 1. The Equipment should only be used at the agreed Location. If, after the date of delivery of the Equipment and at any time during the rental period, the Equipment is not located at the site or is moved to another location, BrightBoard is entitled to terminate the Agreement in writing with immediate effect, through withdrawing from it in whole or in part or by cancellation. In addition, the Client will immediately be liable for a fine of €50,000 (fifty thousand euro), without prejudice to BrightBoard’s other rights, including but not limited to the right to compensation and compliance.

8.6.2. If the equipment is located at the site in a means of transport in which the control room is located, neither the Client nor his personnel shall be permitted to enter the control room in the means of transport and/or the means of transport itself, unless this is done by invitation and under the guidance of a BrightBoard member of staff, and subject to the provision that all safety procedures established by BrightBoard are strictly adhered to.

8.7. Audio-visual transmission material

8.7.1. Unless otherwise expressly agreed in writing, the Client is responsible for making available the content of the audio-visual transmission material to be shown and/or broadcast through the Equipment. The Client must obtain, at its own expense, all permits, licenses and consents that are necessary for showing and transmitting on or through the Equipment all the transmission material involved. The Client is advised not to use any original material in the Equipment, or in connection with the use thereof, without making a backup.

8.7.2. The Client indemnifies and releases BrightBoard from any claims by third parties based on the assertion that the displayed material and/or transmission material itself infringes their (intellectual property) rights and/or does not comply with relevant laws and/or regulations, except to the extent that the responsibility can be fully attributed to BrightBoard.

8.7.3. BrightBoard shall not be liable, regardless of the legal basis and without prejudice to the other provisions set out herein, for any loss or damage to or on (original) transmission material.

8.8. Dry Hire

8.8.1. The provisions set out in Articles 8.4.3, 8.4.5, 8.4.6, second sentence, 8.4.7, 8.4.8, 8.5.2, 8.5.4 and

8.6.2 are not applicable if Dry Hire is involved.

8.8.2. In the case of Dry Hire, BrightBoard is not obliged to make any enquiry to the Client concerning the intended use of the Equipment or the conditions under which it will be used. Without prejudice to the other provisions set out herein and regardless of the legal basis, BrightBoard shall in such case not be liable for the application and/or use of the Equipment by the Client.

8.9. Protection of Equipment and insurance obligation

8.9.1. The Client is required to take all necessary measures to protect the Equipment from vandalism, theft, loss and other risks during the rental period. The Client is required to properly secure the site, the Equipment and its location and position, whereby, in any case, said Client ensures that third parties do not have unauthorized access to the Equipment.

8.9.2. As of the date of delivery of the Equipment and during the entire rental period, the Client is obliged to have all risks related to the Equipment insured with a nationally recognized insurance company, ensuring that the value of the Equipment is fully insured.

8.9.3. The Client will have BrightBoard included as a co-insured party in the policy referred to in article

8.9.2, but without BrightBoard becoming liable for premium payments or for paying an excess or any other compensation (to the insurer). The Client will ensure that any claim payment by the insurance provider relating to the Equipment is paid directly to BrightBoard. The Client will always pay the associated premiums in good time, and will provide BrightBoard with a copy or copies of the policy or policies and the related policy conditions upon first request. If necessary, the Client will cede to BrightBoard any claim to the insurer related to BrightBoard’s Equipment.

8.9.4. In a case where the Client is insured because it has failed to fulfil its obligations under Article

8.9.2. and/or 8.9.3, said Client shall be liable, without limitation, for all damage to the Equipment, including vandalism, theft, loss or other risks that have occurred, whether or not there is force majeure on the part of the Client.

8.10 Equipment damage and complaints about it

8.10.1. The Client is required to inform BrightBoard about any damage to the Equipment and any com plaints related to operation of or the Equipment itself within 24 hours, and to confirm this in writing to BrightBoard within three calendar days from the end of the event, at the latest. At the time of notification, the Client must provide a sufficiently detailed description of the damage and/or the motivation of the complaint. If the Client has not complained within the period and/or not sufficiently specified that set out above, any claim made by the Client shall be voided and BrightBoard shall not be liable to said Client.

8.10.2. If BrightBoard finds that a complaint is justified (which shall never be the case if the problem with the Equipment is caused by the Client and/or third parties it hires and/or Client-deployed items and/or the problem is otherwise attributable to the Client), BrightBoard is only obliged to replace

or repair the part(s) of the Equipment(s) covered by the complaint, and to do so free of charge and within a reasonable period of time or to reimburse an amount in accordance with the provisions of

Article 8.10.3, with BrightBoard retaining the right to choose which of these options to implement.

8.10.3. If, at any time during the rental period, the Equipment does not function for a transmission time amounting to more than 15% of the total planned transmission time on a given day due to one of the following: (i) a circumstance which BrightBoard considers should be at the expense and risk of

BrightBoard, (ii) failure of the Equipment itself or (iii) action(s) or omission(s) on the part of BrightBoard’s personnel, and BrightBoard cannot remedy or, as the case may be, repair this problem within a reasonable period, BrightBoard will refund to the Client an amount that shall correspond to the lost transmission time and will be calculated as a percentage of the total rental price due from the Client, excluding transport, labour and other costs, and taking into account the number of screens used as well as the days of use, provided that the maximum amount of BrightBoard’s liability, regardless of the legal basis, is limited to the amount actually paid by said Client for the rental of the Equipment concerned.

8.10.4. The provisions of Articles 15.1 to 15.9 shall apply accordingly.

8.10.5. Complaints regarding the non-conformity of the Equipment or hidden defects should be formulated within 14 days from the time of discovery.

8.11 Equipment recovery

8.11.1. In the event the Client failing to fulfil one or more of its obligations under the Agreement (including its obligations under these Terms & Conditions), BrightBoard has the right to recover the Equipment made available to the Client or to have it recovered.

8.11.2. The Client now irrevocably authorizes BrightBoard to enter the areas and/or areas where the Equipment concerned is located and, if such a case arises, is obliged to ensure that a third party authorized to do so by BrightBoard may enter the site(s) and/or area(s) where the Equipment concerned is located.

8.11.3. All costs incurred by BrightBoard in connection with recovery of the Equipment due to non-compliance on the part of the Client will be borne by said Client.

Article 9 – Special provisions regarding performance of assignments

9.1. General

9.1. 1. In addition to the other provisions set out in these General Terms & Conditions, provisions set out in this Article 9 apply when BrightBoard delivers services or performs works.

9.2. Execution of the assignment

9.2. 1. Unless the Parties explicitly agree otherwise in writing, BrightBoard has no result-achievement obligations.

9.2. 2. BrightBoard will endeavour to create the works as a normal and careful contractor in accordance with design, drawing, sketch, model or storyboard, as well as the tests.

9.3. Delivery or commissioning

9.3.1. The Client is required to check immediately after delivery or commissioning whether BrightBoard has properly complied with the Agreement, and to notify BrightBoard in writing immediately, if and as soon as it finds otherwise. This written notification from the Client must include a sufficiently detailed statement describing what it considers to be the shortcoming. In any event, compliance with the Agreement shall be deemed to be sound by default if the Client has failed to perform the investigation or provide notification as referred to above or has not done so in good time.

9.3.2. The Client’s approval of tests is deemed valid recognition that BrightBoard has carried out the work performed prior to the testing correctly.

9.3.3. BrightBoard is always entitled to utilize compensation in kind, except in cases where the shortcoming cannot be remedied.

9.3.4. In any event, BrightBoard’s performance shall be deemed to be sound between the Parties if the Client put into service, modified or processed, or delivered to third parties that which has been delivered or any part thereof.

9.3.5. Deviations between, on one hand, the work carried out and, on the other hand, the original design, drawing, sketch, model or storyboard, or the tests cannot constitute grounds for disapproval, discount, dissolution of the Agreement or compensation if they are of minor importance and/ or do not prevent commissioning the delivered items. Deviations which, taking account of all the circumstances, have in all reasonableness minor influence or none at all on the functional value of the work provided, are always considered to be deviations of minor importance.

9.3.6. In the event of deviations which are not of minor importance, BrightBoard will seek to rectify this with appropriate speed, subject to the proviso that the Client has complied with the provisions of paragraph 1. BrightBoard cannot, however, guarantee this rectification. If BrightBoard fails to rectify any deviation(s) before an event takes place or any other agreed time, it reserves the right to dissolve the Agreement in part or not and credit the amount of the work to the extent of the non-minor deviation(s). This is then the only remedy available for the Client.

Article 10 – Ownership

10.1 The Client acknowledges and respects that BrightBoard owns and retains ownership of the equipment.In regard to third parties, including but not limited to the Client’s customers and the parties who own or are responsible for the event in question, as well as those hired by the Client for construction and disassembly of the event infrastructure, the Client is obliged to inform them clearly and promptly – that is to say, at the latest when the Equipment is to be used – in writing of the following factors concerning the Equipment: (a) it remains BrightBoard’s property, (b) it is made available to the Client on a temporary basis and for use as a temporary aid to said Client, and (c) must be removed (by BrightBoard) and returned to BrightBoard after the event has ended. The Client is required to provide BrightBoard with copies of the notifications concerned, after receiving the first request to do so from BrightBoard.

10.2 The Client shall not do or fail to do anything that could impair BrightBoard’s proprietary right, including but not limited to installing the Equipment in such a way that could cause any kind of withdrawal of the proprietary right or it being incorporated into other property, or by removing signs or marks indicating BrightBoard’s ownership from the Equipment.

10.3 Without the express prior written consent of BrightBoard, the Client is not permitted in any manner, directly or indirectly to dispose of, give in security, encumber, rent out or sub-hire the Equipment rented or part thereof.

10.4 The Client is required to notify BrightBoard without delay if any third party exercises rights on the Equipment or if it has knowledge that any third party intends to exercise rights on the Equipment in question.

10.5 If and to the extent that BrightBoard has rented the Equipment from third parties, Articles 10.1 to

10.4 shall apply mutatis mutandis and the provisions shall apply to the third-party owner in question.

10.6 In regard to the preservation and use, processing and handling of other items entrusted to BrightBoard by or on behalf of the Client, BrightBoard will use the same care that it employs in this respect in relation to its own. The Client bears the risk for the goods in question and must insure them itself. The Client grants BrightBoard a pledge to these items as security for payment of amounts due to BrightBoard.

10.7 Insofar as BrightBoard delivers items withing the framework of the execution of work (the Equipment does not fall under this because it is only rented), these items remain the property of BrightBoard until the Client has paid for them (if this has been agreed), as well as the costs of any work performed or to be performed on behalf of the Client in connection with these items, and including any claim(s) for failure to comply with the Agreement by the Client, including interest, costs and any fines.

Article 11 – Intellectual property rights

11.1 The Client shall indemnify and hold BrightBoard free of fault in regard to any claims made by third parties concerning infringements of their (intellectual) property rights in connection with implementation of the Agreement, unless such claim can be fully attributed to BrightBoard.

11.2 The source files remain the property of the BrightBoard. BrightBoard is not obliged to keep these source files and is not liable for their suitability for reuse. Unless expressly agreed otherwise in writing, the Client is not entitled to access or to make a copy of the source files.

11.3 The Client shall obtain a limited, non-transferable, non-sublicensable license covering that which is delivered, which it shall use exclusively in the form, to the extent, manner and duration, and for the purpose specified in the Agreement.

11.4 Unless expressly agreed otherwise in writing, the Client does not acquire ownership of that which is delivered, regardless of whether said Client reproduces and/or makes public that which is delivered under its own name.

11.5 BrightBoard shall be entitled to indicate its name in an appropriate place on that which is delivered and shall also be entitled to indicate in this the symbol © and the year of first publication. The Client is obliged to disclose and reproduce said indications, always including BrightBoard’s name and/or any other information submitted, except in the event of any deviations pursuant to prior written consent from BrightBoard.

11.6 In the event of the display of that which is delivered, by or on behalf of the Client, the image and sound may not be published separately, so, it is only permitted to publish the image and sound together. And It should also be shown in its entirety at all times.

11.7 The Client shall be responsible for the acquisition of publication, display, recording and/or reproduction rights in respect of music, text and/or other elements forming part of that which is delivered.

11.8 BrightBoard is, without prejudice to its other rights, always free to use that which is delivered or a reproduction thereof in regard to other Clients, for its own publicity, promotion and exhibition of that which is delivered, and to mention the name of the Client, unless otherwise agreed in advance between the Parties in writing.

Article 12 – Force majeure

12.1 If the proper fulfilment by one Party is wholly or in part permanently impossible as a result of one or more circumstances, including, but not limited to, the circumstances referred to in Article 12.2 but with the exception of the Client’s payment commitments and of the circumstances referred to in Article 12.3, the Party affected by force majeure shall not be liable to the other Party for any shortcoming in fulfilling its obligations under the Agreement, or any failure or delay in the performance of the Agreement, any omission arising therefrom, and either Party shall have the right to dissolve the Agreement in whole or in part. If the impossibility of performance is temporary, the Agreement may be fulfilled at a later date, unless fulfilment later is no longer of value to BrightBoard.

12.2 Circumstances which in any case give rise to force majeure on the part of BrightBoard are: Regulations or measures adopted or to be adopted by the public authorities which prevent or restrict the use of the rented or to be rented Equipment or otherwise prevent or restrict BrightBoard in the implementation of the Agreement, labour strikes, exclusions, trade Union actions, disease, incapacity for work or other non-availability of personnel, (imminent) epidemic(s)/pandemic(s), prohibitions on entry, exit and/or transit in relation to Equipment, transport problems, failure to comply with obligations on the part of BrightBoard’s suppliers or auxiliary persons or of BrightBoard-engaged transport companies, signal and/or power outages or other interruptions, congestion or stagnation in resources provided by utilities, cable damage, fire, machine breakage, incorrect stage build-up, wrong lighting, no sound or faulty sound reproduction, natural and/or nuclear disasters, war and/or threat of war, mobilization, terrorist actions and/or attacks. The Client cannot claim compensation for costs, damages nor assert compliance.

12.3 (I) Weather conditions, (ii) failure to go ahead or (premature) cancellation, for any reason, of the event for which the Equipment and/or, where applicable, BrightBoard personnel have been hired by the Client, (iii) cancelling the order given to BrightBoard for any reason, (iv) failure to use or to commision the Equipment after delivery to the Client, and/or (v) failure or improper or non-timely fulfilment of agreements made by the Client with third parties, do not constitute an instance of force majeure on the Client’s side.

12.4 If a Party has been affected by a case of force majeure, it shall inform the other Party orally without delay and confirm this in writing within 24 hours of the oral notification.

Article 13 – Terminating the agreement

13.1 If the Client fails to fulfil one or more of its obligations under the Agreement and/or these Terms & Conditions or if: (a) suspension of payment by the Client is or has been requested or granted, (b) bankruptcy of the Client is or has been requested or pronounced, (c) the Client makes a settlement with its creditors or takes other steps to restructure its debts, (d) the Client is otherwise restricted or loses control of its assets, (e) the Client ceases its business or moves it to another country, or is liquidated, dissolved, merged or split, or a decision is taken to do one of the foregoing; or (f) the Client has lost actual power over (any part of) the Equipment, BrightBoard has the right to terminate the Agreement in writing with immediate effect either by discontinuing the Agreement in whole or in part or by terminating the Agreement, and to suspend further fulfilment of its obligations under the Agreement, whether or not without notification thereof, without prejudice to all other attributable rights, and to do so without being liable for damages. The setting of a deadline for compliance is not a requirement in BrightBoard’s written notification if, in BrightBoard’s opinion, compliance is not possible or desirable.

13.2 All claims BrightBoard might have against the Client are immediately due after termination of the Agreement. After the termination of the Agreement for whatever reason, BrightBoard is not obliged to refund any amounts already paid, unless the parties have expressly agreed otherwise in writing.

Article 14 – Cancellation by the client

14.1 If the Client cancels an event and for that reason the Agreement cannot be executed, the Client is liable to reimburse BrightBoard a percentage of the agreed rental price in accordance with the schedule shown below:

• Cancellation up to 1 month before start of rental period: 40% of the total rental price.
• Cancellation 1 month before start of rental period: 60% of the total rental price.
• Cancellation 2 Weeks before start of rental period: 75% of the total rental price.
• Cancellation 1 Week before start of rental period: 90% of the total rental price.
• Cancellation after the Equipment and/or, as the case may be, BrightBoard personnel arrive at the site: 100% of the total rental price.

Article 15 – Liability

15.1 BrightBoard’s liability in connection with the Equipment rental is, irrespective of the legal basis, limited to a maximum of the total rental price paid by Client during the rental period for the rental of the Equipment that causes the damages suffered by the Client.

15.2 Without prejudice to the other provisions of these General Terms & Conditions, and regardless of the legal basis, BrightBoard shall not be liable for any damage caused by or resulting from the use or processing and transmission of information supplied by the Client, nor for damage caused by or after the Client has put the manufactured goods or works into service, or processed or handled them, delivered them to third parties, or respectively has had them put into service, has had them processed or handled, or has had them delivered to third parties, unless the damage would not have been foreseeable for a careful and alert client.

15.3 BrightBoard, regardless of the legal basis, is not liable for consequential damages, whether directly or indirectly incurred, including the following: loss of profit, losses suffered, loss of turnover, loss of goodwill, damage to reputation, costs incurred, loss of pleasure, reduced pleasure, loss of data, loss of contracts, missed assignments, missed savings, Client claims, claims by the Client’s customers, claims by the Client’s personnel, fine liabilities, non-recovered investments, damages related to engagement of third parties prescribed by the Client or prescribed items, materials or means of transport and damage due to production stagnation or business interruption.

15.4 In any event, the Client must give notice of default to BrightBoard by registered mail, stating the (alleged) failure and obligations to be fulfilled, and providing BrightBoard with a reasonable period of time to fulfil its obligations.

15.5 The Client shall inform BrightBoard as soon as possible and within one (1) month of becoming aware of the cause of the damage, subject to the penalty of loss of the right to compensation. Any claim for damages shall lapse if the Client fails to seek the damages in law within six (6) months of the date on which the Client became aware or could reasonably be aware of the existence of the damage.

15.6 The Client shall be liable to BrightBoard, irrespective of the legal basis, for any damage suffered at the site and during the rental period, whereby damage is caused to: (i) BrightBoard’s Equipment and/ or (ii) personnel and/or (iii) property of BrightBoard’s personnel, unless the damage is caused by a fault attributable to BrightBoard’s personnel.

15.7 If BrightBoard is held liable by a third party for any damage for which it is not liable under the Agreement and/or these General Terms & Conditions, or for any other kind of claim or sanction imposed on BrightBoard, the Client shall indemnify BrightBoard and hold it as free of fault, both in and out of court, and shall reimburse BrightBoard for all the liability costs it has had in regard to said third party.

Article 16 – Confidentiality

16.1 If the Parties have not concluded a confidentiality agreement or the confidentiality agreement concluded between them has ended, the following shall apply. Each Party undertakes not to disclose, at any time, to any third party any confidential information relating to the Agreement(s), quotations, assignment confirmations and assignments or concerning the other Party’s activities and affairs, or to use such information for any purpose other than the performance of the Agreement(s), except: (a) to the extent required by or under the law or on the claim of a judicial authority; Or (b) to the extent that this is done to a professional consultant under the obligation of confidentiality or with a legal obligation of confidentiality and only to the extent that this is done for lawful purposes or (c) to the extent that the relevant information provided at the date of conclusion of the Agreement or at any time thereafter, is already publicly available or made public without any unlawful act of any person or of which such person could reasonably have known that disclosure is unlawful. Confidential information includes but is not limited to: Price lists, customer data, know-how, design, sketch drawings, Models, tests and storyboards, specifications and all (other) information, written or oral, whether or not recorded on data carriers received from BrightBoard.

Article 17 – General provisions

17.1 Deviation from these General Terms & Conditions is only permitted with written agreement between the Parties.

17.2 In the event of inconsistency, interpretation differences or conflict between the Agreement and these General Terms & Conditions, the Agreement shall prevail, unless otherwise expressly agreed in writing by the Parties.

17.3 If any provision of these Terms & Conditions is invalid, illegal, non-binding or (in whole or in part) unenforceable, the remaining provisions of these Terms & Conditions shall remain in effect. The Parties shall do all they can to reach agreement on a new provision that deviates as little as possible from the invalid, illegal, non-binding or non-enforceable provision in question, while taking into account the content and purpose of these General Terms & Conditions.

17.4 The Client is not entitled to transfer its rights or obligations under the Agreement or its legal relationship with BrightBoard to third parties under the Agreement, without prior, express, written consent from BrightBoard. BrightBoard is entitled to transfer its rights and obligations to a third party, or part thereof, without the Client’s consent.

17.5 If work is carried out at a remote location (e.g. a film set or an office of the Client), the Client is not allowed to offer BrightBoard Personnel assignments or employment contracts without notifying BrightBoard and receiving its written permission to do so.

17.6 If at any time a Party does not invoke a particular clause in the Agreement or these General Terms & Conditions, this does not give notice of waiving the clause in question.

17.7 in the event of inconsistency, interpretation differences or contradiction between the Dutch language version of these General Terms & Conditions and their translations, the Dutch version shall always prevail.

17.8 The term “written” in these General Terms & Conditions shall include messages by fax, e-mail or other electronic medium, addressed to the address or number of a Party that is known to or made known to the other Party, and with which communication has already been successful.

17.9 The phrase “delivery of the Equipment” in these Terms & Conditions means the actual provision for use of the Equipment by BrightBoard.

Article 18 – Applicable law and the competent court

18.1 Belgian law applies exclusively to all legal relationships between BrightBoard and the Client.

18.2 The District Court in the place where BrightBoard has its principal place of business shall be entitled exclusively to take note of all disputes that may arise between BrightBoard and the Client arising out of or in connection with the Agreement(s) and execution thereof, and in connection with these General Terms & Conditions.