OH! Agency is a limited liability company and is therefore subject to its general terms and conditions. It is managed by Mathieu Blanchart.

1. Applicability :

When the client signs the purchase order, this implies its unreserved acceptance of these general terms and conditions, notwithstanding any stipulations to the contrary appearing in any document or correspondence from the client, unless formally agreed in writing by OH! Agency.

2. Orders :

This purchase order constitutes the entire agreement between the parties about the subject described, and cancels and replaces any previous agreement, correspondence or written document. No document, agreement, instruction or clause can impose any obligations binding OH! Agency if it is not the subject of an additional clause or specific agreement signed by the client and Mathieu Blanchart or one of his authorised representatives.

3. Prices :

Only the prices in the purchase order are binding for OH! Agency. The prices will only be officially determined on the day the client signs the purchase order.

4. Deadlines :

The deadlines for delivering goods or services stipulated, if applicable, in the purchase order are adhered to where possible, but they do not constitute an essential clause in the agreement between the parties. A delivery delay cannot be used by the client to ask for the contract to be terminated, claim for damages or assert any other claim, unless there is a written stipulation to the contrary that has been specifically accepted by Mathieu Blanchart.

5. Delivery of goods :

As soon as the goods ordered are available, they are made available to the client, who will be informed by telephone or by any other means agreed when the order was placed. Delivery and receipt are assumed to have taken place when the goods leave OH! Agency premises or any other location where they are made available for the client to take delivery of them in accordance with the 1st paragraph of this Article, whether they are dealt with directly by the client or by a delivery company appointed by the client or OH! Agency at the client’s request. From this moment, the risks of loss or damage, during transport for example, are the client’s. If the client does not take responsibility for the goods within one month of them becoming available, they will be deemed to have been delivered and received on the date of the notification, which implies that the client is responsible for theft or physical damage to the goods and that the guarantee period starts on the date of the same notification.

6. Transfer of ownership :

In all circumstances and as an exception to article 1583 of the Civil Code, ownership of the goods ordered is only transferred to the client after the agreed price has been paid in full. The client undertakes to keep the goods in good condition until the price has been paid in full. If the client does not pay invoices issued by OH! Agency when due, OH! Agency can, automatically and without warning, consider the agreement to have been terminated. OH! Agency will at that point be authorised to demand that the goods be returned from the client, without prejudice to any compensation for any damages suffered.

7. Complaints :

Receipt of the goods by the client implies unreserved acceptance of their compliance in terms of quantity and quality. In order to be valid, complaints or disputes relating to the quality of goods or services or to invoices must be sent to OH! Agency, by registered post, outlining the reasons, within fifteen days of the delivery date or the last date on which the service was provided. Submitting a complaint does not release the client from its payment obligations. If the complaint is reasonable, the guarantee covering the goods is limited either to a free replacement of the goods acknowledged to be faulty by OH! Agency, or to a refund of the order price, excluding any other damages.

8. Invoicing – Payment – Late payments :

Invoices issued by OH! Agency are payable – by the deadline specified on the back of these invoices – at the registered office of OH! Agency into the bank account in its name at the KBC Brussels bank, number: BE08 7310 4365 3813. In the event of late payment, OH! Agency reserves the right to suspend its services and start them again after the payment has been made. Invoices that are not paid when due will automatically and without notice incur late payment interest at a rate of 10% per year. In addition, they will automatically and without notice incur 10% as fixed compensation. The compensation will never be less than €40.00. If payment for all or part of an invoice is not made or is late, this will also mean, automatically and without notice, that all other invoices due must be paid. OH! Agency reserves the right to refuse any subsequent order or only to accept such orders if adequate guarantees are provided.

9. Validity of purchase orders :

Unless specified otherwise in writing, our quotes are valid for 30 days.

10. Changing or cancelling orders: :

By signing the purchase order, the client places a final, irrevocable order. No order can be cancelled or changed without OH! Agency’s prior written agreement, and without compensation for all the costs incurred for this by the client. Unless agreed in writing by OH! Agency, if the client cancels an order, OH! Agency will be able to demand full payment for the work and services that have been cancelled if they have been delivered in part or in full, or demand payment of compensation equal to at least 50% of the work and services that have been cancelled if they have not yet begun. In addition, if the order led to the payment of a deposit the total of which is included on the purchase order, the deposit is not refunded, regardless of the reason for cancellation.

11. Termination :

Either party can terminate the order for goods or services with immediate effect if the other party fails to respect the obligations arising from these general terms and conditions and fails to rectify the situation within 15 days of any failure communicated by the other party by registered post.

12. Intellectual rights :

The client has sole responsibility for the content of printed or electronic publications that it asks OH! Agency to deliver. In particular it is responsible for securing authorisation and payment in relation to any rights to programs, text, photos, illustrations, music and more generally any work used. It also indemnifies OH! Agency against any third-party complaint and/or conviction, including the principle amount, interest and costs. Images and text created by OH! Agency are protected by Belgian law as well as international laws protecting intellectual property. They remain its property including when an assignment comes to an end, unless they are the subject of a contract transferring the copyright.

13. Data protection :

Personal information provided is processed by OH! Agency insofar as might be necessary to process the order, in accordance with the law of 8 December 1992 on data protection when processing personal data. All information provided is processed with the utmost discretion.

14. Liability :

OH! Agency undertakes to fulfil an order in accordance with the purchase order within the limits of its resources. The client undertakes to cooperate with OH! Agency for as long as the purchase order is being fulfilled, in order to facilitate and improve the quality of the services as defined in the purchase order. OH! Agency’s liability is limited to redressing direct, foreseeable, personal and definite harm resulting from its intentional fault or negligence. Mathieu Blanchart can never be held responsible for indirect damages of any kind suffered by the client or third parties such as additional expenses, operating losses, loss of contracts, loss of data, software, computer processing time, financial or commercial loss, loss of profit or turnover, increases in overheads etc. or any other damages of this kind, caused by the fulfilment of the order. The client has been fully informed of the artistic qualities of the individuals assigned by OH! Agency to carry out all or part of the order and will not hold OH! Agency responsible for this. OH! Agency acts as an independent supplier in relation to the client and has sole responsibility for its employees. The client assumes sole responsibility for protecting and safeguarding its own data.

15. Force majeure :

If as a result of force majeure, OH! Agency has to interrupt the fulfilment of the order, the fulfilment of the contract will be suspended for as long as it cannot fulfil the order. Force majeure refers to all events outside of OH! Agency’s control that are unforeseeable and unavoidable, of any kind whatsoever, including in particular natural disasters, bad weather, fire, strikes, sabotage, acts or regulations issued by administrative or judicial authorities, the effects of which make it impossible to fulfil the contract.

16. Invalid clauses :

The invalidity of one clause in these terms and conditions does not call into question the validity of the other clauses. The invalid clause must be replaced, by mutual agreement or by a judge, with a clause that reflects as closely as possible the economic intention of the invalid clause.

17. Jurisdiction and applicable law :

The contractual relationship between the parties to which these terms and conditions apply are governed exclusively by Belgian law. In the event of a dispute regarding the application or interpretation of these terms and conditions, and if the matter cannot be resolved amicably, the Courts of Brussels have exclusive jurisdiction unless OH! Agency, as the party making a complaint, prefers to pursue legal proceedings in another other competent court.

18. Additional filming :

The filming must be prepared and OH! Agency must be informed of all the elements requested within the deadlines agreed with OH! Agency and at least 7 working days before filming.
If some scenes or shots need to be redone due to the client’s poor preparation, OH! Agency will carry out this additional filming at the hourly rate in force when the quote was issued.
If any failing is attributable to OH! Agency, the latter will carry out the additional filming free of charge.

19. Edit changes :

A maximum of three requests for minor editing changes by email are possible once the video has been delivered to the client. Minor changes are understood to be changes that take less than one hour for OH! Agency to carry out and that do not affect more than 10% of the whole video.
For example: changing colours, switching some elements, changing the layout of some elements slightly, adding photos, adding/creating a new pictogram or graphic element, adding/changing text, changing a font, changing text size (this list is not exhaustive).
If any failing is attributable to OH! Agency in relation to the specifications that goes over this 10%, OH! Agency will carry out the changes without invoicing for the additional hours.

20. Use of content created :

Unless specified otherwise in writing before ownership is transferred, the client specifically and irrevocably authorises OH! Agency to use the content created free of charge and, if applicable, to broadcast it, in return for the publicity given to the content created due to the fact that it appears on the OH! Agency website. As it is understood that this use is limited to promoting services and expertise, it cannot give rise to any compensation.
In some circumstances, OH! Agency reserves the right to add its graphic signature to the content created: in other words its logo or a mention.