Terms & Conditions.

Jaywalk SPRL
BE 0507 724 229

52 Avenue Marie-José
1200 Brussels
Belgium

+488 68 99 99

hello@jaywalk.eu

1. These terms and conditions form the contract between the parties, notwithstanding specific customer conditions. No exceptions to these general terms and conditions will be allowed except via prior written agreement of jaywalk SPRL (hereinafter referred to as “Jaywalk”). The lack of implementation of a clause set out in these terms and conditions shall not be construed as a waiver of the latter by Jaywalk. Any waiver by Jaywalk, of any if its rights hereunder shall be in writing.

2. Jaywalk offers are not binding and exclude VAT and shipping costs. They are valid for 15 calendar days from the date of issue. After that time, they are null and void.

3. Jaywalk can enter into contract only via the signature of a duly mandated person. Unless expressly mandated, attendants and members of Jaywalk staff are not empowered to enter into an agreement on Jaywalk’s behalf.

4. The customer is considered to be bound as soon as it has entered into a contract with Jaywalk’s member of staff or representative, and/or when it sends an order to jaywalk.

5. All orders will be subject to an advanced deposit payment of 30% calculated on the total amount of the offer excluding VAT. This deposit must be paid upon signature, before any production.

6. Any change to the order occurring after its entry into force will have to be sent in writing to Jaywalk which, if accepted, reserves the right to change its offer accordingly and claim adjustment of the advance payment.

7. In case of pure cancellation of a valid order, the advance payment paid by the customer to Jaywalk may be retained by Jaywalk as a lump sum, in addition to reimbursement to Jaywalk of all costs incurred up to the day of cancellation, without prejudice to Jaywalk right to demand additional compensation, upon justification of its extent.

8. The customer is solely responsible for the files and the contents thereof, models, drawings, materials or any other element that it transmits to Jaywalk in connection with the execution of the order. It guarantees that it owns and / or is legally authorised to use all the transmitted elements (typography, photographs, drawings, models, ...). The customer will hold Jaywalk harmless from any third party claims relating thereto, in principal, interest and costs. Jaywalk reserves the right to refuse the broadcast of any file containing a political allusion, xenophobia, or which would be contrary to law or morality. Assuming the distribution / production come to be banned by the administrative or judicial authorities for any reason whatsoever, the customer remains fully liable for payment of the price agreed in the order.

9. Jaywalk performs a first test at the request of the customer. If the customer does not request such test, Jaywalk is in no way responsible for the quality of the finished product. Jaywalk may, at customer’s request, perform a second and, if necessary, a third test taking into account the customer’s wishes for the graphics. If the customer should not have made the final choice among the three proposed tests, subsequent tests requested by the customer will incur additional billing. This additional work will be carried out in-house at an hourly rate of €75 excluding VAT.

11. The delivery and execution times are provided for information only and are not binding upon Jaywalk. A delay in execution or delivery can under no circumstance give rise to any compensation, damages or early termination (resolution) of the order, except as set forth in Section 15.

12. The customer picks up the deliverables at Jaywalk’s headquarters or at any other location specified in the order. If applicable, the risk of loss resulting from sending the order to the customer shall be borne by the latter. Picking up a deliverable from Jaywalk or partial use thereof is considered final acceptance by the customer of what has been delivered. Delivered work-related complaints are admissible only insofar as they are notified by registered mail within eight days of delivery, or the invitation to take delivery. These claims, however, do not suspend the obligation to pay by the agreed term.

13. The work remains the property of Jaywalk until full payment of all invoices relating thereto. The risk of loss shall, however be borne by the customer upon the existence of a firm and final order, as defined in Section 4.

14. Invoices are payable in cash, except if expressly agreed by Jaywalk, to Jaywalk’s headquarters or to the financial institution indicated on the invoice. Any invoice unpaid at due date will be increased without prior notice by an interest of 1% per month until payment, in addition to a conventional penalty clause of 15% with a minimum of €125.00. In case of non-payment on the agreed date, Jaywalk also reserves the right to immediately suspend any further execution of work and deliveries, regardless of its right to consider the terminated for  customer’s breach and to claim damages.

15. Claims relating to products delivered are only admissible provided that they are notified by registered mail with acknowledgment of receipt within seven business days (Saturdays, Sundays and bank holidays not included) following the delivery or pick up. Any claims submitted after this period shall be null and void. These claims do not suspend the obligation to pay by the agreed term. The customer acknowledges and agrees that Jaywalk has an obligation of means and not results, within the framework of its mission. Jaywalk’s responsibility may only be invoked in cases of gross negligence or wilful misconduct. The customer irrevocably waives any attempt to engage the responsibility of Jaywalk for other damages, including indirect and consequential damages such as, damages to reputation, lost profits or commercial loss. In any event, Jaywalk’s liability for proven direct damages will be limited to the amount paid by the customer as part of the mission carried out in execution of an order.

16. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to both parties’ respective successors and assignees. This includes section 15.

17. Any communication between the parties, which does not result in change to the obligations under this Agreement may be made by electronic means, the parties agreeing to consider e-mail and electronic files, e stored on a solid and permanent medium, as binding until proven otherwise.

18. The nullity of a clause of these conditions does not alter the validity of the remaining provisions.

19. This agreement is governed by Belgian law and any dispute relating thereto shall be the exclusive jurisdiction of the courts of the district of Brussels. All proceedings shall take place in French.