General Terms and Conditions of Sale
Article 1 – Scope
1.1. These general terms and conditions of sale (“General Terms and Conditions”) apply to all orders for services (photo and video shoots) and all sales of digital content or goods (photos, video edits) (“the Services”) placed with “Lilutch” (the trade name of the sole proprietorship registered under the name of Mr. Lillo Mendola, established at Rue des Liégeois 11, 1050 Ixelles, registered with the Belgian BCE under number 0799.580.007, hereinafter referred to as “the Service Provider”) by:
- a private client 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 is a determining condition for 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 its recognition that these General Terms and Conditions take precedence over any other general or special terms and conditions of the Client.
1.3. The Client agrees that any derogation from these General Terms and Conditions must be set out in a written agreement signed by the Service Provider. Any derogation granted by the Service Provider shall not affect the validity of the remaining clauses of these General Terms and Conditions.
1.4. Should any clause of these General Terms and Conditions be declared null or contrary to the law for any reason, such nullity shall not affect the validity of the remaining clauses. In such a case, the Parties (the Service Provider and the Client) undertake to confer within 15 business days to replace the invalid or non-compliant clause(s) with a valid clause or clauses that pursue the same object and carry the same economic effect.
1.5. The Service Provider reserves the right to modify these General Terms and Conditions at any time. In such event, the version applicable is the one provided to the Client on the date the Client accepts the Service Provider’s offer.
1.6. Entire Agreement (Contract in its entirety)
These General Terms and Conditions, together with any specific quotation or contract signed between the Parties, constitute the entire agreement between the Parties regarding the subject matter and supersede any prior agreement, correspondence, or written communication. No prior or informal document or exchange shall create any binding obligations upon the Service Provider.
Article 2 – Offer and Order
2.1. The validity period of any offer made by the Service Provider is one (1) month (30 calendar days).
2.2. The prices indicated in the Service Provider’s offer are an estimate of the price for the Services requested by the Client (time-based work), subject to the actual time spent, and cover only the Services described therein, excluding any other services.
2.3. If additional or different Services (not listed in the initial order) are requested by the Client, they shall be invoiced separately by the Service Provider.
2.4. The pricing proposal is based on the information provided by the Client. In the event of changes to the desired services, the Service Provider is entitled to present a new quote to the Client.
Article 3 – Place of Performance
3.1. The Services (photo or video sessions) will be performed at the Service Provider’s studio or at the Client’s home/registered office/premises, after discussion 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 will be carried out according to the schedule agreed upon by the Parties.
Article 4 – Copyright and Related Rights in the Works Delivered by the Service Provider
4.1. The Service Provider remains the holder of the entire copyright and related rights in the media (the goods: photos, videos, edits) delivered to the Client, and may adapt, modify, and/or reuse them in any medium without territorial or temporal limitation, including commercial use (in its portfolio, on its website, or on social media to promote its activities), while respecting the Client’s image and personality.
4.2. If the Client objects to the Service Provider’s reuse of any media that features them, the Client shall notify the Service Provider as soon as possible after placing the order (within 30 calendar days). If the Service Provider agrees to such restriction, a written agreement between the Parties will specify this prohibition and any price agreed upon between the Parties for granting the Client an exclusive license or assigning the Service Provider’s copyright in the media to the Client.
4.3. Upon payment of the agreed price (which includes the cost of this license), the Service Provider grants the Client a personal usage license for the delivered media. This license is unlimited in both territory and duration and includes, for the Client, the right to reproduce and communicate these goods to the public in any medium.
4.4. However, this usage license granted by the Service Provider to the Client does not include the right (unless explicitly authorized in writing and in advance by the Service Provider) to:
- adapt or modify such media (change format, resolution, duration, incorporate them into another work, etc.),
- resell them or derive any financial advantage from them.
4.5. Non-delivery of RAW files and artistic style
The Service Provider shoots, selects, and post-processes photos according to their own style and quality criteria. Only the processed (final) photographs are delivered to the Client. Raw (RAW) files are never handed over to the Client, as they neither constitute a final version nor are they exploitable, and they form part of the Service Provider’s personal creative process.
Article 5 – Right to One’s Image and Processing of Identifiable Persons’ Data
5.1. The Client placing an order guarantees the Service Provider that they do not object to the use of their image or personal data by the Service Provider when such use is necessary for the fulfillment of the order.
5.2. Where applicable, the Client guarantees the Service Provider that the Client has obtained prior written consents from the individuals photographed or filmed by the Service Provider in the context of performing the Client’s order, regarding their right to one’s image and the processing of their personal data (pursuant to Article XI.174 of the Belgian Code of Economic Law and the relevant provisions of the General Data Protection Regulation). At the Service Provider’s simple request, the Client shall provide copies of such authorizations.
5.3. In the event of a complaint or legal action brought by a person filmed or photographed by the Service Provider—or by a third party—related to image rights or the protection of personal data, the Client who ordered the Services shall hold the Service Provider harmless and reimburse all legal fees, or any damages that the Service Provider may be required to pay to the filmed or photographed person whose rights were not respected, if said deficiency is attributable to missing or incomplete information and authorizations that the Client was responsible for providing.
Article 6 – Price
6.1. All prices are stated in euros, excluding VAT.
6.2. Any increase in VAT or any new tax imposed between the order date and the performance of the services shall be borne by the Client.
Article 7 – Payment
7.1. Invoices are payable immediately upon receipt or by the due date stated on the invoice, by credit transfer to the Service Provider’s account (IBAN: BE56 7330 7164 0388, BIC: KREDBEBB), unless stated otherwise on the invoice.
7.2. Any late payment exceeding 30 calendar days from the date the invoice was sent by the Service Provider to the Client shall automatically incur, without any prior notice, statutory interest calculated on a daily basis from the due date, as well as a lump-sum increase of 15% of the total amount due (with a minimum of EUR 50) as compensation for the Service Provider. Furthermore, the Service Provider is entitled to suspend any previously perceived guarantee.
7.3. Any reminder sent to the Client who has not settled their invoice in full may be invoiced at EUR 12.50 per letter sent, without prejudice to any bailiff’s costs, which shall also be borne by the Client.
7.4. Any dispute relating to an invoice must be submitted no later than eight (8) calendar days after receipt of said invoice, by email sent to hello@lilutch.com and confirmed on the same day by postal mail sent to the Service Provider’s registered address. Failing compliance with these deadlines and formal requirements, the Client will no longer be able to contest the invoice.
Article 8 – Order Validation, Right to Cancel an Order
8.1. Any order placed by the Client—whether via the Service Provider’s website, by email or by telephone—shall be binding once the Client confirms the Service Provider’s offer. For every order placed by the Client, the Client shall receive an acknowledgment of receipt by email confirming that the Service Provider has registered the order, along with a copy of these General Terms and Conditions.
8.2. Cancellation Schedule (excluding force majeure)
The Client may cancel or postpone the session under the conditions set out below:
- Cancellation made between 15 days and 7 days prior to the scheduled session date: the Service Provider shall invoice 30% of the total order amount as compensation.
- Cancellation made between 7 days and 48 hours prior to the scheduled session date: the Service Provider shall invoice 60% of the total order amount as compensation.
- Cancellation made less than 48 hours before the session date: no amount already paid shall be refunded, and the full invoice remains due.
8.3. No additional compensation (beyond that set out above) may be claimed by the Client in the event of cancellation by the Client. If the Service Provider agrees to a more favorable cancellation or postponement for the Client, that must be formally agreed upon in writing.
8.4. The statutory provisions relating to consumers’ right of withdrawal (Articles 9.1 and 9.2) continue to apply to the extent permitted by law. However, such provisions will not apply if the legal conditions for the exemption from the right of withdrawal are met (customized content, etc.).
Article 9 – Right of Withdrawal and Statutory Warranty (Consumers Only)
9.1. Pursuant to Article VI.53, 1° of the Belgian Code of Economic Law, with regard to photo shoots or video production/editing services ordered by a private individual for personal purposes, if the service has been fully performed or if performance has begun with the consumer’s prior express consent (who acknowledges they will lose their right of withdrawal), then such 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 (photos, videos, including digital formats) to the Client are produced according to the Client’s specifications and are highly personalized, private individuals (consumers) acknowledge that they may not exercise the right of withdrawal under Article VI.47 of the Belgian Code of Economic Law with respect to these deliverables.
9.3. In the event of a proven lack of conformity in any good delivered by the Service Provider (photos or videos, including those provided in digital format), the consumer has, for a period of two (2) years from the date of delivery, the right to request that the Service Provider:
- make the digital content or goods compliant, or replace them;
- or, failing that, provide a price reduction;
- or, if that is not possible, cancel the sale.
Article 10 – Performance of Services and Subcontractors
10.1. The Service Provider undertakes to make every effort to deliver high-quality services to its clients (duty of best efforts).
10.2. The Service Provider is entitled to have the services ordered performed by any collaborator or subcontractor of its choice, under its own liability.
10.3. The Service Provider reserves the right to refuse to honor an order from a Client who has not settled in full or in part a previous order, or with whom a payment dispute is ongoing.
10.4. Independent Service Relationship
The Service Provider acts as an independent contractor and is not subject to any relationship of subordination with respect to the Client. The Client shall refrain from giving instructions that would encroach on the Service Provider’s autonomy in any technical or artistic aspect of service delivery. Nothing in these provisions shall be construed as creating an employment relationship or hierarchical bond between the Client and the Service Provider.
Article 11 – Warranties and Limitation of Liability
11.1. If the Client (beyond cases where statutory warranty would apply) believes it is entitled to contest the quality of the Services provided by the Service Provider, the Client must give written notice (via email or postal mail) to hello@lilutch.com or by registered letter to the Service Provider’s registered address (Rue des Liégeois, 11, Brussels), on pain of forfeiture.
11.2. In any event, the Service Provider’s liability is limited to the contract amount, without prejudice to the Client’s right to seek termination of the contract in court, pursuant to Article 1184 of the Belgian Civil Code.
11.3. Exclusion of Indirect Damages
The Service Provider is only liable for direct, foreseeable, and proven damages that are exclusively attributable to the Service Provider in cases of gross negligence or willful misconduct. Under no circumstances shall the Service Provider be liable for indirect or intangible losses (such as lost profit, lost data, lost contracts, increased overhead, etc.) incurred by the Client or third parties due to the performance of the contract.
Article 12 – Protection of Personal Data
12.1. The Service Provider undertakes to process only the personal data necessary for the execution of the order, either according to the Client’s instructions, or in order to comply with legal obligations (e.g. tax obligations), or based on the Client’s express authorization. The Service Provider agrees to comply with the General Data Protection Regulation (GDPR) and all applicable national data protection legislation.
12.2. The Service Provider has taken the necessary technical and organizational measures to ensure the integrity of the Client’s personal data.
12.3. At any time and without giving any reason, the Client may object to the processing of their personal data or exercise their 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 address (Rue des Liégeois, 11, Brussels). The Client acknowledges, however, that such objection or the exercise of these rights may, in certain cases, affect the proper performance of the order or prove impossible if, for example, the Service Provider must comply with a legal obligation.
Article 13 – Force Majeure
13.1. The Service Provider shall be released from any liability for any performance or obligation that is partially or fully impossible or delayed due to force majeure, unforeseeable circumstances, or any other event beyond its control, including events caused by the Client or by third parties.
Events deemed to be force majeure include, in particular, labor conflicts, supplier delivery delays, shortages of materials or transportation means, wars, riots, fires, natural disasters, adverse weather conditions, pandemics, terrorism, serious traffic accidents en route to the place of performance, serious illness or sudden death of the Service Provider’s staff, insofar as they delay or make the contract’s performance impossible.
13.2. The Party experiencing such events shall inform the other Party thereof.
13.3. The Parties agree to confer at the earliest opportunity to determine how to carry out the order during the force majeure event.
Article 14 – Intellectual Property
14.1. All logos, trademarks, photos, and designs appearing on the Service Provider’s documents are the property of the Service Provider.
14.2. Any partial or full reproduction of these logos, trademarks, photos, or designs, in any medium, whether for commercial, associative, or non-profit purposes, is prohibited without the Service Provider’s consent or that of the rights holders of these graphic representations. Such infringement shall be subject to a penalty of EUR 2,000 per violation per day, without prejudice to any higher damages that may be awarded by a competent court.
Article 15 – Governing Law and Disputes
15.1. Any dispute of any kind must first be submitted to an attempt at amicable resolution before it can be brought before the courts. To this end, the Parties agree to allow 30 days from receipt by the other Party of a written notice outlining the grounds for complaint, in an effort to find an amicable solution.
15.2. The law applicable to the contract (quotation or agreement between the Client and the Service Provider) and to these General Terms and Conditions is Belgian law. Any dispute relating to the validity, interpretation, and/or performance of a contract concluded with the Service Provider or these General Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of the judicial district of Brussels, unless otherwise agreed or unless mandatory statutory provisions stipulate otherwise.