General Terms and Conditions of Sale
Article 1 – Scope of Application
1.1. These general terms and conditions of sale (hereinafter the “General Terms and Conditions”) apply to all orders for services (photography and video recording sessions) and to the sale of digital content or goods (photographs, edited videos) (hereinafter the “Services”) placed with the business “Lilutch”, which is the trading name of the entity registered as a sole proprietorship represented by Mr Lillo Mendola, established at Rue des Liégeois 11, 1050 Ixelles, registered with the Crossroads Bank for Enterprises under number 0799.580.007 (hereinafter the “Service Provider”), by:
a private customer placing an order for private purposes; or
an entrepreneur/company placing an order for professional purposes (hereinafter the “Client”).
1.2. The application of these General Terms and Conditions constitutes an essential condition of the Service Provider’s consent. Any order placed with the Service Provider entails the Client’s full and unreserved acceptance of these General Terms and Conditions and the Client’s agreement that they shall prevail over any other general or specific terms and conditions of the Client.
1.3. The Client agrees that these General Terms and Conditions may only be derogated from by a written agreement signed by the Service Provider. Any derogation from these General Terms and Conditions granted by the Service Provider shall not, however, affect the validity of the remaining provisions.
1.4. If any provision of these General Terms and Conditions is declared null and void or contrary to law, such nullity shall not affect the remaining provisions. In such circumstances, the Parties (the Service Provider and the Client) undertake to consult each other as soon as possible (within 15 working days) in order to replace the invalid or non-compliant provision or provisions with valid provisions having the same purpose and economic effect.
1.5. The Service Provider reserves the right to amend these General Terms and Conditions at any time. In such circumstances, the applicable version shall be the version communicated to the Client on the date on which the Client accepts the Service Provider’s offer.
1.6. Entire Agreement (Complete Contract)
These General Terms and Conditions and, where applicable, any quotation or specific contract signed between the Parties constitute the entire agreement between them in relation to the subject matter described. They supersede and cancel any previous agreement, correspondence or written document. No prior document or exchange that has not been formalised may create obligations on the part of the Service Provider.
Article 2 – Offers and Orders
2.1. Offers issued by the Service Provider are valid for one month (30 calendar days).
2.2. The prices stated in the Service Provider’s offer constitute an estimate of the price for the Services requested by the Client (work charged on a time-spent basis), subject to the time actually worked, and cover only the Services described therein, to the exclusion of all other services.
2.3. Any additional Services or Services not included in the order that are requested by the Client shall be invoiced separately by the Service Provider.
2.4. The price quotation is based on the information provided by the Client. If the requested services are changed, the Service Provider is entitled to submit a new offer to the Client.
Article 3 – Place of Performance of the Services
3.1. The Services (photography or video sessions) shall be performed at the Service Provider’s studio or at the Client’s home/registered office/business premises, following consultation and agreement between the Parties. The Service Provider’s travel expenses shall be reimbursed at the rate of … (to be specified).
3.2. The Services shall be performed in accordance with the schedule agreed between the Parties.
Article 4 – Copyright and Related Rights in the Goods Delivered by the Service Provider
4.1. The Service Provider retains ownership of all copyright and related rights in the materials (the goods: photographs, videos, edited productions, etc.) delivered to the Client and may therefore adapt, modify and/or reuse them in any medium and without geographical or time limitations, including for commercial purposes (in the Service Provider’s portfolio, on the Service Provider’s website or on social media to promote the Service Provider’s activities), while respecting the Client’s image and personality.
4.2. If the Client objects to the Service Provider reusing materials depicting the Client, the Client shall notify the Service Provider as soon as possible after placing the order (30 calendar days). Where applicable (if the Service Provider agrees), a written agreement between the Parties shall specify this prohibition and the price agreed between the Parties for any exclusive licence granted to the Client or for the assignment to the Client of the Service Provider’s copyright in those materials. The Service Provider’s moral rights remain reserved in accordance with the Code of Economic Law.
4.3. The Service Provider retains ownership of all copyright in the photographs, videos and other works created in the course of providing the services. Unless otherwise agreed in writing, the Client is granted only a non-exclusive licence to use them, the scope of which (media, duration, territory, authorised uses and any limitations) is specified in the offer, quotation, invoice or any other written agreement between the Parties.
Where the quotation and invoice distinguish between remuneration for the technical services and remuneration for usage rights, this allocation reflects the respective economic value of the services provided and of the copyright licence granted to the Client. Unless otherwise stipulated in writing, the remuneration relating to copyright may not exceed 30% of the total amount excluding VAT for the service concerned.
The licence granted by the Service Provider to the Client shall only take effect once the invoice has been paid in full.
4.4. Unless otherwise authorised in writing, the Client may not resell the deliverables as standalone files, sublicense them, or incorporate them into stock image libraries or products intended for resale. Any substantial modification of the deliverables that may prejudice the Service Provider’s moral rights is also prohibited.
4.5. Non-Delivery of Raw Files (RAW) and Artistic Style
The Service Provider creates, selects and post-processes the photographs in accordance with the Service Provider’s own style and artistic quality standards. Only processed photographs (final files) are delivered to the Client. Raw files (RAW) are never provided to the Client, as they constitute neither a final nor a usable version and form part of the Service Provider’s personal creative process.
Article 5 – Image Rights and Processing of Data Relating to Identifiable Persons
5.1. By placing an order, the Client warrants to the Service Provider that the Client does not object to the Service Provider’s use of the Client’s image or personal data where such use is necessary to fulfil the order.
5.2. Where applicable, the Client warrants to the Service Provider that the Client has obtained the prior written consent of the persons photographed or filmed by the Service Provider in the course of fulfilling the order, in relation to their image rights and the processing of their personal data (pursuant to Article XI.174 of the Belgian Code of Economic Law and the applicable provisions of the General Data Protection Regulation). The Client shall provide copies of those authorisations upon the Service Provider’s simple request.
5.3. In the event of a complaint or proceedings brought by a person filmed or photographed by the Service Provider (or by a third party) in relation to image rights or personal data protection law, the Client who ordered the Services shall hold the Service Provider harmless and reimburse the Service Provider for all legal costs or damages that the Service Provider may be required to pay to the filmed or photographed person whose rights have not been respected, if such failure is attributable to missing information or authorisations that the Client was required to provide.
Article 6 – Prices
6.1. All prices are stated in euros, excluding VAT.
6.2. Any increase in VAT or any new tax imposed between the time the order is placed and the time the services are provided shall be borne by the Client.
Article 7 – Payment
7.1. Invoices are payable immediately or on any other due date stated therein, by payment into the Service Provider’s account (IBAN: BE56 7330 7164 0388, BIC: KREDBEBB).
7.2. Any delay in payment exceeding 30 calendar days after an invoice has been sent by the Service Provider shall automatically and without formal notice give rise to interest at the statutory rate, calculated daily from the due date, together with a surcharge of 15% of the total overdue amount, subject to a minimum of EUR 50, as compensation for the Service Provider. In addition, the Service Provider is entitled to suspend any guarantee already received. These provisions apply subject to the mandatory provisions of Book XIX of the Code of Economic Law where a Client acts as a consumer.
7.3. Any reminder sent to a Client who has not paid the invoice in full may be charged at EUR 12.50 per letter sent, without prejudice to any bailiff’s fees, which shall also be borne by the Client.
7.4. Any complaint relating to an invoice must be submitted no later than eight calendar days after receipt, by email sent to hello@lilutch.com, and confirmed on the same day by a letter posted to the Service Provider’s registered office. If these requirements as to time and form are not met, the Client shall no longer be entitled to dispute the invoice.
Article 8 – Confirmation of an Order and Right to Cancel an Order
8.1. Any order placed by the Client, whether through the Service Provider’s website, by email or by telephone, shall bind the Client upon acceptance of the Service Provider’s offer. For each order, the Client shall receive an acknowledgement by email confirming that the Service Provider has recorded the order, together with a copy of these General Terms and Conditions.
8.2. Cancellation Charges (Except in Cases of Force Majeure)
The Client may cancel or reschedule the session, subject to the following conditions:
Cancellation between 15 days and 7 days before the scheduled session date: the Service Provider shall charge 30% of the total order amount as compensation.
Cancellation between 7 days and 48 hours before the scheduled session date: the Service Provider shall charge 60% of the total order amount as compensation.
Cancellation less than 48 hours before the session date: no amount already paid shall be refundable, and the full amount shall remain payable.
8.3. The Client may not claim any additional compensation (beyond that provided for above) in the event of cancellation by the Client. If the Service Provider agrees to cancellation or rescheduling on terms more favourable to the Client, this must be recorded in a written agreement.
8.4. The provisions relating to the right of withdrawal applicable to consumers (Articles 9.1 and 9.2) shall continue to apply within the statutory limits. However, they shall not apply where the statutory conditions for exclusion of the right of withdrawal are met (personalised content, etc.).
Article 9 – Right of Withdrawal and Statutory Guarantee (Consumers Only)
9.1. Pursuant to Article VI.53, 1° of the Belgian Code of Economic Law, in relation to photography sessions or video recording and editing ordered by an individual for private purposes, if the service has been fully performed or if performance has begun with the individual’s prior express consent (with the individual acknowledging the loss of the right of withdrawal), the right of withdrawal shall not apply.
9.2. Pursuant to Article VI.53, 3° of the Belgian Code of Economic Law, given that the digital content and goods delivered by the Service Provider to the Client (photographs, videos, including those on digital media) are produced according to the Client’s specifications and are clearly personalised, individuals ordering for private purposes (consumers) agree that they may not exercise their right of withdrawal under Article VI.47 of the Belgian Code of Economic Law in relation to these deliverables.
9.3. In the event of an established lack of conformity of goods delivered by the Service Provider (photographs or videos, including those delivered on digital media), the consumer shall be entitled, during the first two years following their supply, to request from the Service Provider:
the proper provision of the (digital) content or replacement;
or, failing that, a price reduction;
and, if that is not possible, cancellation of the sale.
Article 10 – Performance of the Services and Subcontractors
10.1. The Service Provider undertakes to make every effort to provide clients with a high standard of service (an obligation of means).
10.2. The Service Provider is entitled to have the ordered services performed by any collaborator or subcontractor of the Service Provider’s choice, while remaining liable under the general rules of law.
10.3. The Service Provider reserves the right to refuse to fulfil an order placed by a Client who has failed to pay all or part of a previous order or with whom a payment dispute is ongoing.
10.4. Independent Service Provider Relationship
The Service Provider acts as an independent service provider and is not subject to any relationship of subordination to the Client. The Client undertakes not to give instructions that compromise the Service Provider’s autonomy in the technical or artistic performance of the services. Nothing in these General Terms and Conditions may be interpreted as creating an employment contract or a hierarchical relationship between the Client and the Service Provider.
Article 11 – Guarantees and Limitation of Liability
11.1. If the Client (other than in cases where the statutory guarantee applies) considers that the Client is entitled to challenge the quality of the Services provided by the Service Provider, the Client must, on pain of forfeiture of that right, do so in writing (email or letter) to hello@lilutch.com, or by registered letter to the Service Provider’s registered office (Rue des Liégeois, 11, Brussels).
11.2. In all circumstances, the Service Provider’s liability is limited to the contract amount, without prejudice to the Client’s right to seek judicial termination of the contract in accordance with Article 1184 of the Civil Code.
11.3. Exclusion of Indirect Loss
The Service Provider shall only be liable for direct, foreseeable and proven damage exclusively attributable to the Service Provider in the event of gross negligence or intentional misconduct on the Service Provider’s part. Under no circumstances may the Service Provider be held liable for indirect or intangible loss (such as business interruption losses, loss of data, loss of contracts or revenue, increased overheads, etc.) suffered by the Client or third parties as a result of the performance of the contract.
Article 12 – Protection of Personal Data
12.1. The Service Provider undertakes to process the personal data necessary to fulfil the order only in accordance with the Client’s instructions, or in order to comply with the Service Provider’s legal obligations (for example, tax obligations), or pursuant to express authorisation provided by the Client. The Service Provider undertakes to comply with the General Data Protection Regulation (GDPR) and applicable national laws.
12.2. The Service Provider has taken the necessary technical and organisational measures to ensure the integrity of the Client’s personal data.
12.3. At any time and without having to provide any justification, the Client may object to the processing of the Client’s personal data or exercise the Client’s rights (access, rectification, erasure, restriction, etc.) by sending a letter to the Service Provider, an email to hello@lilutch.com, or a registered letter to the Service Provider’s registered office (Rue des Liégeois, 11, Brussels). The Client understands, however, that such objection or exercise of rights may, in certain circumstances, affect fulfilment of the order or prove impossible if, for example, the Service Provider is required to comply with a legal obligation.
Article 13 – Force Majeure
13.1. The Service Provider shall be exempt from all liability where an obligation is wholly or partly unfulfilled, or its performance is delayed, as a result of force majeure, a fortuitous event or any other event beyond the Service Provider’s control, caused by the Client or third parties.
The following, in particular, shall be considered events of force majeure: labour disputes, supplier delivery delays, shortages of equipment or means of transport, wars, riots, fires, natural disasters, adverse weather conditions, pandemics, acts of terrorism, serious road accidents during transport/the journey to the delivery location, serious illness or unexpected death of the Service Provider’s personnel, where such events delay or make it impossible to perform the contract.
13.2. The Party affected by such events shall inform the other Party of the occurrence of the event.
13.3. The Parties agree to consult each other as soon as possible in order jointly to determine the arrangements for fulfilling the order for the duration of the force majeure event.
Article 14 – Intellectual Property in General
14.1. All logos, trademarks, photographs and designs appearing in the Service Provider’s documents are the Service Provider’s property.
14.2. Any partial or complete reproduction of these logos, trademarks, photographs and designs, in any medium, for commercial, association-related or voluntary purposes, is prohibited without the consent of the Service Provider or the holders of the trademarks or rights attached to these graphic representations. Any infringement shall give rise to a penalty of EUR 2,000 per day and per infringement, without prejudice to any damages exceeding that amount that may be awarded by a competent court.
Article 15 – Applicable Law and Disputes
15.1. Any dispute whatsoever must first be the subject of an attempt at amicable settlement before it may be referred to the courts. To this end, the Parties agree on a period of 30 days from receipt by the other Party of written notice setting out the grievances, during which they shall attempt to reach an amicable solution.
15.2. The contract (quotation or agreement between the Client and the Service Provider) and these General Terms and Conditions shall be governed by Belgian law. Any dispute relating to the validity, interpretation and/or performance of a contract entered into with the Service Provider or of these General Terms and Conditions shall fall within the exclusive jurisdiction of the courts of the judicial district of Brussels, unless otherwise agreed or required by a mandatory statutory provision.