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  1. General Terms and Conditions – Noir Jaune Rouge Events SRL

  3. Article 1 − ACKNOWLEDGEMENT AND ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS
  4. Any Client who contacts the agency is deemed to have read and accepted the present General Terms and Conditions of Sale. Quotations include the General Terms and Conditions of Sale. The General Terms and Conditions of Sale constitute the legal basis of all our contracts. They prevail over any conflicting clauses, whether printed or not, proposed by the Client or used as a basis for drafting the order, unless expressly accepted by the agency. By signing a quotation, signing a contract, or using a service, the Client declares having read the present general and, where applicable, specific terms and conditions, and accepts all provisions and rules set out herein without any reservation or guarantee other than those stipulated above.

  6. Article 2 − ORDERS
  7. Unless otherwise agreed, Noir Jaune Rouge Events SRL shall only be bound by Client orders subject to the payment of a deposit of 50% of the total amount of the quotation issued. By way of exception, the deposit is set at 50% for event communication services. Orders shall only be considered upon receipt of the “Order Form” or quotation and the corresponding specifications, dated, signed and preceded by the wording “Approved” and/or “Read and approved” by the Client. The signatures imply acceptance of the terms of the quotation and validation of the specifications. All raw materials and documents entrusted by the Client, as well as the work or services carried out by Noir Jaune Rouge Events SRL, constitute a pledge securing payment. In any event, these items may be retained or services suspended in the event of failure by the Client to fulfil an obligation. The benefit of the order is personal to the Client and may not be transferred to a third party without the prior authorisation of Noir Jaune Rouge Events SRL.

  9. Article 3 − MODIFICATION OF THE ORDER
  10. Any modification to an order must be made in the same form as the original order. Any cancellation of the order shall result in the deposit being retained by Noir Jaune Rouge Events SRL, without prejudice to any additional compensation the agency may claim before the courts as a result of such cancellation.
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  12. Article 4 − SUBCONTRACTING
  13. Noir Jaune Rouge Events SRL is authorised, unless otherwise instructed in writing by the Client, to subcontract all or part of the work ordered by the Client.
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  15. Article 5 − PRICES
  16. Prices are expressed in euros, exclusive of taxes.
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  18. Article 6 − PAYMENT FOR SERVICES
  19. Invoices are payable upon receipt, unless otherwise agreed. In the absence of payment by the due date, Noir Jaune Rouge Events SRL reserves the right to issue a formal notice to the buyer to pay the invoiced amount and to apply the statutory interest rate in force. Any unpaid amount, late payment, or non-payment (including returned payment instruments) shall result in the immediate suspension of services until the situation is regularised. Such suspension shall not give rise to any liability on the part of Noir Jaune Rouge Events SRL. Noir Jaune Rouge Events SRL retains all intellectual property and ownership rights over its production until full payment of invoices has been received. Payment is deemed to have been made only upon actual receipt of funds; the delivery of a bill of exchange or any other document creating an obligation to pay does not constitute settlement. Failing this, all documents must be returned without delay to the company or removed from public or private servers connected to the Internet.
  20. If payment is delayed for more than two months, Noir Jaune Rouge Events SRL reserves the right to initiate legal proceedings. The Client may not claim any compensation from Noir Jaune Rouge Events SRL as a result of the suspension of services following a payment incident.
  21. 1.      All invoices are payable within a maximum of 30 days from the invoice date. In the case of a deposit required to validate an order, payment may be required upon receipt of the invoice.
  22. In the event of late payment on the due date, interest at the statutory rate in force at the time the invoice falls due shall automatically become payable, without prior notice, on any outstanding amount.
  23. In addition, without prejudice to the foregoing and to the Client’s right to request payment terms pursuant to Article 1244 of the Civil Code, a fixed penalty of 15% of the unpaid amounts, with a minimum of €500.00, shall be payable as an irreducible contractual indemnity if the Client remains in default fifteen days after a formal notice sent by registered letter.

  25. 2.      Cancellation after confirmation: In the event of cancellation of the event confirmed by the contracting party, for whatever reason, the latter shall remain liable for compensation equal to 50% or 100% of the invoicing amount depending on whether the cancellation occurs respectively after the confirmation or within the month preceding the period during which the products and services are made available. This compensation may not be less than the total disbursements incurred by Noir Jaune Rouge Events SRL (subcontracting costs).
  26. 3.      Any invoice shall be deemed accepted if no written complaint is made within three days of receipt.
  27. 4.      Right of non-performance: We expressly reserve the right to apply the defence of non-performance, i.e. to suspend any intervention in any matter if a Client is late in payment in a manner that places Noir Jaune Rouge Events SRL in difficulty with its own contractors and subcontractors.
  28. 5.      The courts of the judicial district of Nivelles shall have exclusive jurisdiction over any dispute arising from the performance or interpretation of our contracts. However, we reserve the right, where we are the claimant, to bring proceedings before the court of the defendant’s domicile.
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  30. Article 7 − UNSUCCESSFUL PROPOSALS
  31. Quotations issued by Noir Jaune Rouge Events SRL are free of charge. Any projects submitted must be returned in full (digital and paper documents) if not accepted and remain the property of Noir Jaune Rouge Events SRL.

  33. Article 8 − CONFIDENTIALITY
  34. For the duration of the performance of the order, as defined by the signed order form or quotation, Noir Jaune Rouge Events SRL undertakes not to disclose any confidential information communicated to it by the Client.

  36. Article 9 − INTELLECTUAL PROPERTY
  37. Noir Jaune Rouge Events SRL remains the sole holder of the copyright arising from its services. The exploitation of creations and services is carried out in accordance with the terms of the order and the legal and regulatory provisions in force at the time of signature of the contract. Any use of the creation not provided for in the present contract must be subject to prior express authorisation and agreed remuneration. Technical fees relating to the delivery of source materials may also be applied. Company identification elements, including logos, acronyms, trademarks and packaging, must be the subject of a separate agreement specifying the terms of assignment and remuneration. As regards third-party rights (copyright and related rights), these rights are negotiated by Noir Jaune Rouge Events SRL with the Client according to the needs of the services provided and invoiced accordingly. Should additional uses beyond those initially foreseen be considered, Noir Jaune Rouge Events SRL shall endeavour to negotiate with the third party to acquire the necessary rights. The Client undertakes to report any use not initially provided for. The assignment granted above does not cover personal rights (right to image, personality rights of natural or legal persons) relating to specific contributions such as photography, illustration or video. These rights are negotiated by Noir Jaune Rouge Events SRL with the Client according to service requirements and invoiced accordingly. Noir Jaune Rouge Events SRL shall inform the Client of the amount and limits of the rights acquired. The Client guarantees that any document supplied to Noir Jaune Rouge Events SRL by itself, its agents or representatives is free of third-party copyright that would prevent execution of the services. The Client irrevocably undertakes, as guarantor, to pay any damages claimed from Noir Jaune Rouge Events SRL due to infringement of third-party copyright resulting from the execution of services accepted by the Client. The Client expressly authorises Noir Jaune Rouge Events SRL to edit, retouch and modify all documents supplied by the Client and to make reproductions for the purposes of executing the order. The Client undertakes to inform Noir Jaune Rouge Events SRL without delay of any infringement of the aforementioned copyrights.

  39. Article 10 − ARCHIVING
  40. Unless otherwise agreed in writing, Noir Jaune Rouge Events SRL is not required to retain working documents, regardless of medium (including data, negatives, models, texts, translations, films, compositions, proofs and materials used). For technical security reasons, this release takes effect 10 days after delivery. Where archiving is agreed, the costs of storage, subsequent processing, formatting and editing shall be borne by the Client. Due to the fragility of certain documents (e.g. posters, flyers), Noir Jaune Rouge Events SRL cannot be held liable for any deterioration.

  42. Article 11 − REFERENCES
  43. The Client expressly authorises Noir Jaune Rouge Events SRL to use its name and the products or services developed on its behalf for commercial purposes.

  45. Article 12 − CLIENT LIABILITY
  46. The Client shall provide Noir Jaune Rouge Events SRL, on a confidential basis, with all information necessary for understanding the products and services covered by the order and their markets. The Client guarantees Noir Jaune Rouge Events SRL against all consequences of actions arising from information provided by the Client. The Client is responsible for the accuracy of information provided, particularly regarding the name, composition, qualities and performance of the product or service, and for compliance with applicable legislation. Consequently, Noir Jaune Rouge Events SRL cannot be held liable for projects approved by the Client, including in the event of liability claims. The Client guarantees Noir Jaune Rouge Events SRL and shall replace it in the event of legal action or conviction arising from the Client’s failure to fulfil its obligations, without prejudice to full compensation for any loss suffered by Noir Jaune Rouge Events SRL.
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  48. Article 13 − LIABILITY OF NOIR JAUNE ROUGE EVENTS SRL
  49. Noir Jaune Rouge Events SRL shall comply with its duty to advise. It ensures compliance with advertising regulations for campaigns and media produced for the Client. It shall not be held liable for decisions taken by the Client or any third party designated by the Client. Noir Jaune Rouge Events SRL undertakes to perform its obligations with due professional care and in accordance with best practice. The Client may only seek liability upon proof of fault, and such liability is strictly limited to foreseeable and direct damages and may not exceed the total cost of the service giving rise to the damage. Any claim for compensation must be brought within 15 days of the damaging event. No liability shall be incurred in the event of force majeure.
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  51. Article 14 − FORCE MAJEURE
  52. The Client may not engage the liability of Noir Jaune Rouge Events SRL or terminate its commitment in the event of force majeure. Force majeure means any event rendering performance impossible or manifestly more difficult due to its unforeseeable, irresistible or external nature, including strikes, energy supply failures, telecommunications or IT network disruptions, specialised link failures, or terrorist attacks.
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  54. Article 15 − TOLERANCE AND SEVERABILITY
  55. Failure by either party to enforce any provision shall not constitute a waiver or modification thereof. If any provision is held invalid under applicable law or a court decision, it shall be deemed unwritten without affecting the validity of the remainder of the contract.

  57. Article 16 − GOVERNING LAW AND JURISDICTION
  58. This contract is governed by Belgian law. The parties shall seek an amicable settlement before initiating legal proceedings. Failing amicable settlement, any dispute relating to performance or termination shall fall within the exclusive jurisdiction of the Commercial Court of Nivelles, including in summary proceedings, incidental claims or multiple defendants, regardless of payment method.