General Terms and Conditions

Courtesy translation. The Dutch version of these terms and conditions is the original and prevails in case of any difference or dispute about interpretation.

Article 1. Application of these terms

These general terms and conditions apply to every offer and every agreement (including future ones) between Defiant BV (hereinafter “Defiant”) and the client, and form an integral part of them. Specific terms or provisions in the offer or the agreement take precedence over these general terms and conditions insofar as they deviate from them. Deviations from or additions to these terms can only be enforced against Defiant if Defiant has expressly agreed to them in writing. The client’s purchasing or procurement conditions do not apply and cannot be invoked against Defiant, even if they were not expressly rejected.

Article 2. Definitions

In these terms and conditions, the following is meant by:

– Defiant: Defiant BV, with registered office at Nachtegaalstraat 10, 2060 Antwerp.

– Client: the natural person or legal entity that enters into an agreement with Defiant or to whom Defiant addresses an offer.

– Offer: any quotation, proposal, scope or specification that Defiant provides to the client.

– Agreement: the offer accepted by both parties, together with these general terms and conditions.

– Deliverables: the strategic, creative, production or other services and results that Defiant delivers under the agreement.

– External costs: costs of third parties that Defiant incurs or commits to in order to perform the agreement, such as freelancers, makers, creators, crew, talent, locations, technology, production, media and licences.

– Subcontractor: a freelancer, maker, creator, producer, specialist or other external partner whom Defiant engages to carry out (part of) the assignment.

Article 3. Offer and formation of the agreement

3.1. Every offer from Defiant, including proposals, price quotes, specifications and concepts, is non-binding and does not bind Defiant. An offer is valid for the period stated in the offer or, failing that, for thirty (30) calendar days.

3.2. The agreement is formed upon written acceptance or signature by both parties, or as soon as Defiant starts performing the assignment after the client has accepted the offer or an assignment. In the latter case too, these terms apply.

Article 4. Prices, rates and external costs

4.1. The prices, rates and method of invoicing are set out in the offer. All amounts are exclusive of VAT, unless expressly stated otherwise.

4.2. External costs are passed on to the client, increased by the handling fee or margin set out in the offer. Defiant does not enter into external commitments as long as the financial cover for them has not been settled between the parties.

4.3. The prices are based on the scope as described in the offer. Changes to that scope are handled in accordance with Article 6.

Article 5. Advance payments and payment schedule

5.1. Upon formation of the agreement, an advance payment is due as set out in the offer.

5.2. For assignments with external production, crew, talent, location or technology costs, the advance payment is 50% of the agreed production budget, payable before production starts.

5.3. For assignments with media costs, the advance payment is 100% of the agreed media budget, payable before media placement starts.

5.4. Defiant is not obliged to start performance or production, to book external parties or to enter into external commitments as long as the advance payment due has not been received. A delay in payment of the advance payment shifts the timing and delivery dates accordingly, without Defiant being liable for this.

5.5. The remaining amounts are invoiced according to the payment milestones set out in the offer.

5.6. Advance payments made are non-refundable in the event of cancellation by the client, without prejudice to Article 11.

Article 6. Additional work and changes

The agreed price and timing apply to the scope described in the offer. Any extension, change or addition outside that scope — including additional deliverables, extra revision rounds beyond the agreed number, changed or additional concepts, and changes to the timing requested by the client — constitutes additional work. Additional work is confirmed in advance in writing by means of a change order, stating the additional price and the impact on the timing, and is charged at the rates set out in the offer or at a separately agreed fixed fee. Without a signed change order, Defiant is not obliged to carry out the additional work.

Article 7. Performance of the services and subcontracting

7.1. Defiant performs the assignment to the best of its ability and in accordance with the professional standards of the sector. Unless expressly stated otherwise in writing, this is an obligation of means and not an obligation of result. Objectives, forecasts or KPIs stated in the offer or in communications are indicative and do not constitute a guarantee of results.

7.2. Defiant has the right to have the assignment carried out in whole or in part by subcontractors from its network, provided they have the necessary qualifications.

7.3. This agreement does not create a direct contractual relationship between the client and a subcontractor. The client does not instruct Defiant’s subcontractors directly and does not contact them about the assignment outside Defiant. During the collaboration and for twelve (12) months after it ends, the client will not enter into a direct collaboration or agreement with a subcontractor engaged by Defiant for work similar to the assignment, without Defiant’s prior written consent.

7.4. Defiant remains responsible to the client for the work of its subcontractors, within the limits of Article 15.

Article 8. Cooperation by the client

8.1. The client provides Defiant in good time with all information, materials, access, feedback and approvals needed to perform the agreement, and observes the reasonable deadlines agreed for this.

8.2. The client ensures access to the people within its organisation who have decision-making authority for the project.

8.3. Delay, incompleteness or defects in the client’s cooperation shift the timing and delivery dates accordingly and may entail additional costs, which are treated as additional work. Defiant is not liable for the consequences, including for assignments with a fixed date such as events or activations.

Article 9. Delivery, revision and approval

9.1. The offer sets out the number of revision rounds included. Additional rounds constitute additional work.

9.2. The client reviews delivered deliverables within the agreed period or, failing that, within ten (10) working days. If the client does not provide written and reasoned comments within that period, the deliverable is deemed to have been approved.

9.3. Approval of a deliverable or phase means that further work builds on it. Later changes to an approved deliverable constitute additional work.

Article 10. Performance deadlines

Stated deadlines and schedules are indicative, unless expressly and in writing designated as binding. Except in the case of intent or gross negligence on the part of Defiant, a delay in delivery or performance does not entitle the client to damages, to termination of the agreement, or to suspension of its payment obligations.

Article 11. Cancellation by the client

11.1. Cancellation by the client must be made in writing.

11.2. In the event of cancellation, all services already delivered remain due, as do — in full (100%) — all external costs and commitments that Defiant has already incurred or entered into at the time of cancellation and that can no longer be cancelled free of charge.

11.3. In addition, fixed-rate compensation is due on the part of the agreed price that has not yet been performed, as follows:

– cancellation more than 30 calendar days before the agreed start or delivery date: 20%;

– cancellation between 30 and 14 calendar days before: 35%;

– cancellation less than 14 calendar days before: 50%.

All of this is without prejudice to Defiant’s right to prove greater actual damage suffered.

Article 12. Payment and late payment

12.1. Invoices are payable within the period stated on the invoice, unless otherwise agreed in writing.

12.2. In the event of non-payment on the due date, interest for late payment of 1% per month is due by operation of law and without prior notice of default, with each month commenced counting as a full month.

12.3. In addition, fixed-rate compensation of 10% of the outstanding invoice amount is due, with a minimum of €150, as compensation for extrajudicial collection costs, without prejudice to the right to prove higher actual damage suffered.

12.4. Any late payment entitles Defiant to suspend further deliveries and services until full payment, without this entitling the client to damages.

12.5. Complaints about an invoice must be notified in writing within eight (8) calendar days of the invoice date, failing which the invoice is deemed accepted.

Article 13. Intellectual property and usage rights

13.1. All intellectual property rights in Defiant’s concepts, strategies, designs, creations and other deliverables remain with Defiant until all amounts relating to them have been paid in full.

13.2. After full payment, the client obtains the usage rights to the final deliverables as defined in the offer by medium, channel, territory and duration. Use outside that definition, including an unlimited or exclusive transfer, requires prior written consent and additional compensation.

13.3. Concepts, proposals and deliverables that were not selected or not paid for remain the full property of Defiant and may not be used by the client.

13.4. The methodology, working methods, tools, templates, know-how and working files that Defiant develops or uses remain the property of Defiant and are not covered by the transfer.

13.5. Defiant gives no guarantee as to the admissibility, availability, exclusivity or authenticity of designs, names, trademarks or models, and is not liable for third-party claims in this respect. The client is responsible for the final legal clearance and for any trademark or design registration.

Article 14. Talent, creators, content and third-party rights

14.1. Where the deliverables make use of talent, creators, music, imagery, footage, fonts, stock material or other third-party rights, the usage rights apply only within the definition (channel, territory, duration) set out in the offer.

14.2. Extending or expanding the use of talent, creator or licensed material after the agreed usage window has ended requires a new agreement and may entail additional fees to third parties and to Defiant.

14.3. The offer sets out which party clears and bears third-party rights. Unless otherwise agreed, the client bears the costs of licences, rights extensions and buy-outs.

14.4. The client indemnifies Defiant against all third-party claims arising from the client’s use of the deliverables outside the agreed definition.

14.5. The client warrants that the materials, trademarks, texts, images and other elements that it supplies to Defiant itself do not infringe third-party rights, and indemnifies Defiant against all third-party claims arising from this.

Article 15. Liability

15.1. Defiant’s liability is limited to direct and foreseeable damage, excluding indirect and consequential damage, including loss of profit, loss of revenue, loss of data, reputational damage and damage resulting from exploitation or use.

15.2. Defiant’s total liability is in any event limited to the amount that Defiant has invoiced for the part of the agreement to which the liability relates.

15.3. Defiant is not liable for damage caused by third parties, by the materials or information supplied by the client, or by the choices the client makes itself.

15.4. Defiant’s liability never extends further than that of its suppliers and subcontractors.

15.5. All claims between the parties in connection with the agreement are governed exclusively by these terms. Within the limits of the law, the client waives the right to hold Defiant liable in tort.

15.6. The client will not bring a direct claim against Defiant’s partners, employees, directors or subcontractors. All claims are directed exclusively against Defiant, within the limits of this article. This limitation does not apply in the case of intent, fraud or damage to the physical or psychological integrity of persons, nor to the extent that the law does not permit it.

15.7. No provision in these terms excludes Defiant’s liability in the case of intent or gross negligence.

Article 16. Confidentiality and data protection

16.1. Both parties treat the confidential information they receive in the context of the collaboration as confidential and use it only for the performance of the agreement.

16.2. Where Defiant processes personal data in the context of the assignment, for example for registrations, communities or events, this is done in accordance with the applicable data protection legislation (GDPR). Where necessary, the parties record the processing arrangements in writing.

Article 17. Retainers and ongoing collaborations

17.1. For retainers or ongoing collaborations, the offer sets out the defined deliverables, the scope and the duration.

17.2. Unused services, hours or capacity within a period are not automatically carried over to a following period, unless expressly agreed otherwise.

17.3. A retainer covers only the agreed scope. Work outside it is treated as additional work.

17.4. A retainer can be terminated in writing by either party with a notice period of one (1) month.

Article 18. References, portfolio and case studies

Unless expressly agreed otherwise in writing, Defiant has the right to name the client as a reference and to show and discuss the work carried out for the client in its portfolio, case studies, presentations, award entries, website and social channels. Confidential elements or elements not yet publicly launched are shown only after the public launch or with the client’s consent.

Article 19. Force majeure and hardship

19.1. Where Defiant, due to force majeure, strike, lock-out or any other extraordinary circumstance beyond its control, is unable to (continue to) perform the agreement, Defiant has the right to extend the performance period or to terminate the agreement in whole or in part, without any damages being due for this. Services already delivered and external costs already incurred remain due.

19.2. Where unforeseen circumstances that are not attributable to a party significantly increase the burden of performing the agreement, for example through a substantial rise in production, crew, talent or other external costs, the affected party has the right to request renegotiation of the agreement. If the parties do not reach an agreement within a reasonable period, either party may terminate the agreement without damages, with services already delivered and external costs already incurred remaining due. This provision does not apply to payment obligations.

Article 20. Suspension and termination

20.1. In the event of the client’s failure to perform its obligations, and after a written notice of default that remains without effect within a reasonable period, Defiant has the right either to suspend its obligations or to consider the agreement terminated in whole or in part.

20.2. In the event of bankruptcy, manifest insolvency or cessation of payments by the client, Defiant has the right to terminate the agreement with immediate effect.

20.3. In the event of termination at the client’s expense, all services actually performed are invoiced, including in the case of fixed-price agreements. In addition, fixed-rate compensation of 20% is due on the part of the agreed price that has not been performed, without prejudice to Defiant’s right to prove greater actual damage suffered and without prejudice to Article 11.

20.4. In the event of termination at Defiant’s expense, the client is entitled to compensation for its direct and foreseeable damage under the general law, within the limits of Article 15.

Article 21. General provisions

21.1. If a provision of these terms is wholly or partly void, invalid or unenforceable, the remaining provisions remain fully in force. In that case, the parties will in good faith replace the provision concerned with a valid provision that comes as close as possible to the original intention.

21.2. The fact that Defiant does not enforce a right under these terms, or does not enforce it immediately, does not constitute a waiver of that right.

Article 22. Applicable law and competent court

Belgian law exclusively applies to every invoice and to the underlying agreement. All disputes relating to them fall under the exclusive jurisdiction of the courts of the judicial district of Antwerp, division Antwerp.