1. Definitions.
Raysys is a company incorporated under Belgian law and registered in BCE under the number 2.296.356.521 (BE0895.406.703). Raysys provides short animation videos/ motion design services to it’s clients. The Client is the physical or legal person who in the course of their professional activity has ordered services or goods.
2. Scope.
These terms and conditions form the contract linking the parties, to the exclusion of the Client’s own conditions. No exemptions to these conditions will be allowed without the prior written consent of Raysys. The absence of implementation of any provision contained in these Terms and Conditions can not be interpreted as a waiver by Raysys or as an acknowledgment of any right on the part of the Client.
3. Order intake
Raysys will send a quotation to the client specifying the services offered to the client as well as their terms and prices.
After receipt of the quotation sent by Raysys, the client shall proceed to payment of the total amount of the order by bank transfer. Confirmation of payment constitutes validation of the quote and makes the order firm and definitive.
4. Duty of cooperation:
Raysys shall provide the customer with the services specified in the quotation which has been validated by the client within the agreed time limits, insofar as the client has complied with his duty to cooperate with Raysys, such cooperation and compliance with the schedule agreed at the start of the provision of the service being indispensable for the proper performance of the service.
The client furthermore acknowledges and in accordance with the practices of the profession that Raysys is only bound by an obligation of means.
5. Modification of the script and storyboard
Modifications to the script and the storyboard following their validation are invoiced. The client understands and acknowledges that no modification of the text of the video can be requested after he has given his validation on this text, except to have to bear costs as specified in the « Rates” section on the website. The same applies to the validation of the storyboard which, after validation by the client, may only be modified with the agreement of Raysys and in return for additional financing as specified in the “Rates” section on the website.
6. Exceeding the duration of the video agreed in the quote:
By validating the quotation proposed by Raysys, the client declares that he has understood that the rates for the services proposed take into account the duration of the video. In the event of exceeding the duration fixed in the original quotation as validated by the client, the latter understands and accepts the application of additional rates fixed in the “Rates” section on the website.
7. Modifications.
Waves of returns in excess of 3 waves of returns are invoiced.
For the following deliverables, 3 waves of returns are included in the price of the service:
Sketches of the main characters
Voice-over text
Storyboard
Animation (including voice-over recording, music and sound effects)
Beyond these 3 return waves, each additional return wave will be subject to an estimate before being carried out.
8. Deadlines for video validation:
Following the delivery of a new version of the video, the client has 15 days to inform us of any requests for modifications. After this period, the video is considered as validated and the service is completed.
9. Responsibility.
Raysys is not responsible, either contractually or extra-contractually, for any files, models, drawings, media or any other element sent or used by the Client in the course of its execution of the contract. The Client guarantees that he is the owner and/or is legally authorized to use all the elements transmitted (typography, photographs, drawings, models, etc.) and that he is solely and uniquely responsible for their usage and for the use of the services and systems provided by Raysys, included in this is respect for legislation relating to privacy. He will exclude Raysys from any claim by third parties relating thereto, for principal, interest and costs. Raysys is not responsible for any material or media transmitted by the Client, who agrees to insure such items against all risks (fire, theft, damage, etc.), at no cost to Raysys. Raysys is not responsible for any faults, deficiencies or damage caused by third parties, including by sub-contractors or enforcement officers. The Client is solely responsible for any delays, malfunctions or adverse consequences which might arise from inaccurate or incomplete information communicated to Raysys. The Client acknowledges and accepts that all the obligations to which Raysys is subject are strictly limited and that Raysys is not responsible except in the case of gross negligence or fraud. In the event that the Client can prove the existence of gross negligence or fraud on the part of Raysys, the damages which the Client can claim only includes material damage resulting directly from the offence with which Raysys is charged, to the exclusion of any other damage (including psychological damage, loss of enjoyment or pleasure, loss of earnings, costs incurred, etc.) and shall not, in any event, exceed 75% (excluding taxes) of the amount actually paid by the Client for execution of the contract.
10. Intellectual property rights.
Under all circumstances, Raysys retains ownership of all copyright for the products to be produced by Raysys in execution of the contract. However, in circumstances where Raysys may be able to concede copyright to the Client, Raysys will, upon payment of the entire cost, concede the rights to exclusive use of the product or the service supplied in execution of the contract.
However, Raysys retains the right to make use of the finished product (free of charge) produced for the Client according to the contract, in order to carry out, by whatever means, promotion of its products and services to third parties. Raysys remains sole proprietor of all other intellectual property rights (such as trademarks, patents, drawings, models, copyright on any work other than that which constitutes the finished product produced under the contract), and of any know-how developed in the course of production of its services.
As part of the execution of General terms, Raysys can freely entrust the execution of some tasks to partners or subcontractors.
The client authorises unconditionally Raysys to exploit publicly his name, brand, marks, signs and/or logos as commercial reference from the coming into force of General terms.
Raysys signs all the videos on a final screen. If the client does not wish that video is signed by Raysys or that its name could be or is used by Raysys as commercial reference, the client must inform Raysys about it in writing and fulfil the additional price which follows from this choice, such as specified in rates on the site of Raysys.
11. Exclusivity.
The Client agrees to deal exclusively with Raysys during the entire duration of the contract, in relation to the services directly or indirectly linked to its execution, its consequences and effects.
12. Time limits.
The time limits for delivery and execution are given for information only and are in no way binding upon Raysys. Any delay in delivery or execution shall not give entitlement to compensation, damages or interest, cancellation of the contract or suspension of the Client’s obligations.
13. Force majeure, accident and lack of foresight.
Raysys cannot be held responsible, either contractually or extra-contractually, in the event of temporary or permanent failure to carry out its obligations, when this failure is the result of force majeure or accident. The following events, in particular, shall be considered to be due to force majeure or accident: 1) the loss, partial or total destruction of Raysys computer systems or of its data base when one or other of these events cannot reasonably be considered to be the direct fault of Raysys and it cannot be demonstrated that Raysys has omitted to take reasonable measures to prevent one or other of these events, 2) earthquake, 3) fire, 4) flood, 5) epidemic, 6) acts of war or terrorism, 7) strikes, whether official or unofficial, 8) lock-outs, 9) insurrections and riots, 10) cuts in energy supply (such as electricity), 12) failure of the internet or data storage system, 13) failure of the telecommunications network, 14) loss of connection to the internet or to the telecommunications network upon which Raysys relies, 15) an act or decision by a third party, where such a decision affects the correct execution of this contract or 16) any other cause beyond the reasonable control of Raysys.
If, due to circumstances independent to the wishes of Raysys, the execution of its obligations cannot be carried through or is simply made more onerous or difficult, Raysys and the Client agree to negotiate loyally and in good faith a modification of the contractual conditions within a reasonable period of time in order to restore the equilibrium. Failing an agreement within a reasonable time limit, each of the Parties may invoke the cancellation of the contractual relationship which unites them, without indemnity or compensation of any kind whatsoever.
14. Other.
The possible invalidity of any provision within these Terms and Conditions shall not affect the validity of the remaining provisions. Any clause shall be interpreted, where appropriate to be in favour of Raysys . The contract, its negotiation, its effects and consequences shall all be subject to Belgian law and any dispute relating thereto shall be under the sole jurisdiction of the Braine l’Alleud courts, and where appropriate of the Justice of the Peace of Braine l’Alleud, acting in the French language.