Matita Terms of use

MATITA I visual production

 

General terms and conditions

1 Definitions
1.1.The ’General Terms and Conditions’ are understood to mean: the whole of the provisions as registered hereafter.
1.2 ‘Matita’ is understood to mean: Ms Patrizia Terrenzio, registered with the Commercial Court in Leuven as number 860 716 632.
1.3 The ‘Buyer’ is understood to mean the contact with MATITA, either a natural person, or a company, wherever established; directly, by the website, e-mail or other communication channels. Also those persons providing services to Matita fall under these terms and conditions.
1.4 The ‘Offer/quotation’ is understood to mean: each offer of Matita to the Buyer, to deliver goods, to provide services or a combination thereof in any way by Matita to the Buyer.
1.5 The ‘Agreement’ is understood to mean : each contractual relationship between Matita and the Buyer aimed at supplying goods, providing services or a combination thereof in any way by Matita to the Buyer.

2 General
2.1 These general Terms and Conditions apply to all legal relationships, including negotiations, offers/quotations and agreements between Matita and the Buyer. The appropriateness of any kind of general terms and conditions of the Buyer are explicitly rejected. Departures from the General Terms and Conditions only apply if both parties have agreed upon this explicitly in writing.
2.2 In case of a conflict between the Agreement and the General Terms and Conditions, the provisions in the Agreement will prevail.
2.3 Matita reserves the right to complete and/or change/alter these General Terms and Conditions at any time. The modified General Terms and Conditions will come into effect one (1) month after notification or on a later date as mentioned in the notification. If the Buyer does not agree with a fundamental modification in the General Terms an Conditions, he is entitled to terminate the Agreement before and against the date when the modified General Terms and Conditions will come into effect.

3 Offers/quotations, negotiations and coming about of the agreements
3.1 The offer, unless mentioned otherwise in the offer, applies for maximum 30 days, as of the day as mentioned/stated in the offer.
3.2 Matita can break off negotiations about an agreement yet to be established at any time.
3.3 The Buyer can never demand further negotiations if they have been broken off, whether he pays Matita a compensation for possible incurred expenses and/or possible suffered damages, irrespective of the reason these damages or in which way these damages have been caused.
3.4 The Agreement will come about as soon as Matita receives the necessary completed application forms by mail, fax or e-mail.
3.5 If the buyer is a legal person, he has to submit upon return of the Agreement a certificate, younger than six months, of the concerning register of the Chamber of Commerce. The representative of the legal person is to show upon request of Matita his or her authority to sign.
3.6 The lead times provided by Matita are only informative and are consequently not binding, unless explicitly agreed upon. Delays in execution of the order can never entail a compensation or rescission/dissolution of the agreement.

4 Validity of an agreement for an indefinite period.
4.1 Unless specifically stated otherwise in the General Terms and Conditions or determined otherwise in writing, the Agreement is concluded for an indefinite period of time, amounting minimally to twelve (12) months. In default of any notice by registered letter 1 month before the end of the first year, the agreement will be deemed to be concluded for 3 years and it is as of then annually terminable by registered letter 1 month before the birthday of the agreement.

5 Allowances/fees
5.1 The allowances/fees to be paid by the Buyer are based on the prices as mentioned. All prices are without VAT and all other taxes imposed by the authorities.
5.2 Matita reserves the right to change the prices prematurely. In case of long-term contracts, Matita will notify the Buyer accordingly. The buyer has 8 days to react. In case of default of any reaction, the buyer is supposed to accept the modified prices.

6 Payment
6.1 All invoices will be paid by the Buyer in accordance with the payment conditions mentioned on the invoice. In the absence of specific conditions, the buyer will pay within a term of fourteen (14) days after invoice date.
6.2 When the Buyer does not pay the due amounts with the agreed period, the Buyer will be, without any required proof of default, in default and the due amount is to be raised with a moratory interest of 10 % pro year and an extra lump compensation is due amounting to 15 %, with a minimum of 50 € and with reservation of the right of Matita to claim the real amount of damages.
6.3 If the buyer fails to pay the amount due, the payment may be turned over to another party. In that case, the Buyer is also bound to, next to the due total, pay the full compensation of legal and extralegal collecting fees, including all expenses charged for external experts as well as legally determined expenses, the amount of which is to be determined as a minimum of fifteen percent (15 %) of the total amount.

7 Suspension
7.1 The default of correct or timely observation of one or more obligations will put the Buyer without prior notification in default without resulting liability for Matita, as a result of which the obligations of Matita to respect her own obligations will be suspended automatically and immediately until full payment of the amount due by the Buyer, including payment of possible interests and expenses (including damages).
7.2 Matita is entitled to require full compliance by the Buyer before respecting her obligation if the Buyer is likely not (to be able) to respect his obligations correctly and/or timely. This will be the case when the Buyer does not respect his obligations after expiry of 8 days after notification.

8. Reservation and property of rights
8.1 All articles delivered to the Buyer remain property of Matita unless transfer of ownership depends on payment. This will also be the case, until all amounts due by the Buyer for articles delivered or to be delivered by virtue of the Agreement or the services provided or to be provided as stated in article 6.2 and 6.3 of these General Terms and Conditions, including interests and collection charges, are fully paid to Matita.
8.2 Rights are still granted to the Buyer, or as the occasion arises, transferred provided that the Buyer pays the agreed fees fully and in time.

9. Availability and website management
9.1 Matita will do her utmost for the buyer to have the largest availability and usefulness. Matita will repair (have) possible defects (repaired) as soon as possible.
9.2. Matita cannot guarantee free internet access or 24-hours use of the other Matita services.
9.3 Matita is not in the least liable for loss, exchange, or damage of the data by use of her services.
9.4 The Buyer will not be able to access the Services at times of maintenance and/or repair. Matita will do her utmost to perform them at times causing the least trouble for the Buyer.
9.5 In view of the maintenance and/or improvement of the quality and safety of the Service, Matita is entitled to adjust her equipment, programs as well as her way of service, including for example provisions about access times, identification procedures, type of programs and volume and content of information.

10 Obligations of the Buyer
10.1 The buyer is bound to act according to the applicable legislation and rules and is to conduct himself according to what is to be expected of a responsible and careful internet-customer.
10.2 The Buyer will only use the Service according to the obligations, instructions and restrictions, as stated in these General Terms and Conditions. The Buyer is bound, upon use of the Services, not to violate any rights of third parties, not to act contrary to the public order or common decency, and not to cause damages to third parties or Matita. In particular, the Buyer or his representatives amongst others :
· will not violate any intellectual property rights of third parties;
· will not distribute any illegal and/or penal data, including racist expressions, child pornography, criminal data traffic and insults/defamations;
· will not try to gain access to computer systems to which he is not entitled;
· will abstain from penetrating other computers on the internet without permission (hacking), where the Buyer breaks any security or gets access by using a false key;
· will abstain from spamming; the uncalled dispatch of large numbers of e-mail with the same content.
10.3 The Buyer is bound to use the service in such a way that the correct operation of the Matita computer system as well as the Service use by other Buyers is undisturbed.
10.4 The Buyer is bound to complete fully and correctly the Application forms delivered by Matita. Incorrect an incomplete Application forms will not be treated.
10.5 Matita reserves the right to deny a Buyer access to the Service if the Buyer act contrary to the previous article members of this article 10. Matita will never be bound to any damages because of denial of access to the Service by virtue of article 10. The Buyer will protect Matita from all claims of third parties by virtue of this article.

11 Liability of Matita
11.1 Liability of Matita due to imputable shortcoming while respecting an Agreement will only exist if the buyer will declare Matita immediately and beyond doubt in writing in default, stating a reasonable time to cure the default and Matita to be imputable also after this time when she fails to respect her obligations even after this period. The notification of default is to contain a description as detailed as possible of the shortcoming in order to allow Matita to react adequately.
11.2 Matita only accepts legal obligations to damages as this articles 12 implies.
11.3 The total liability of Matita arising upon execution of an Agreement following the performance of Matita on behalf of the Buyer is restricted to compensation of direct damages amounting maximally to the half of the total of invoice prices to be paid by the Buyer per year, by long-term contracts and, generally speaking, on the understanding that the total liability will never exceed 750 euro. Direct damages are understood to mean exclusively:
a. the reasonable costs the Buyer has incurred to have the performance of Matita correspond to the Agreement. These damages are not compensated if the Buyer has terminated the Agreement;
b. the costs the Buyer has incurred to keep his old system or systems perforce operational for a longer period as well as corresponding provisions because Matita has not delivered on a date binding to her, reduced by possible savings due to the delayed delivery;
c. reasonable expenses, incurred for conclusion of the cause and proportion of the damage as far as the conclusion relates to direct damage according to these terms and conditions;
d. reasonable expenses, incurred for prevention or restriction of damages, as far as the buyer proves these costs have resulted in a restriction of indirect damages according to these terms and conditions.
11.4 Matita will not be liable for indirect damages, including consequential damage, lost profit, missed savings and damages due to business stagnation.
11.5 Except for the cases mentioned in the articles 12.3 and 12.4, Matita will not be liable for damages, irrespective of the reason on which a claim for damages will be based. The Buyer will protect Matita from all claims of third parties.
11.6 A condition for any right to damages : the Buyer always has to notify Matita within 7 days as soon as the damages occurs.

12 Intellectual property rights
A distinction is made between the right to personal portrayals downloaded from ARTSTOCK on the one hand, and the rights to works of art made by 'IMAGEMAKERS' in response to an assignment.

A. WORK RESULTING FROM A SPECIFIC ASSIGNMENT.
12.1 All intellectual property rights on all developed designs or designs put at the disposal by virtue of this agreement, as well as all preparatory material, are held by Matita or her licensers. The Buyer will only obtain a non-exclusive and non-transferrable right of use regarding the intellectual property for the validity term of the agreement.
12.2 The Buyer abstains himself from multiplication and/or publication and/or distribution of the designs.
12.3 Matita is allowed to take technical protection measures. If Matita has secured by means of technical protection, the Buyer is not allowed to remove or deviate this security.
12.4 The parties can depart from the above by means of particular agreement determining that Matita will transfer intellectual property. This transfer will occur provided that the Buyer has paid all invoices regarding the concerned rights.
12.5 Assuming the transfer of the rights indicated in article 12.4 require a specific act, Matita will sign such an act upon first request of the Buyer. Article 12.4 is fully applicable.

B. ARTSTOCK
12.7 Images downloaded of this part of the website are for non-exclusive use.
12.8 Matita will maintain all copyrights and property rights.
12.9 The images may be used for commercial and non-commercial use.
The buyer has a non-exclusive, non-transferable right to copy, to multiply the images for following goals:
* publicity in written press and promotion material;
* internet use including website design up to 72 dpi;
* annual reports;
* publishing house;
* CD, DVD and album covers;
* billboards;
* packages;
* all other goals which Matita explicitly permits;
12.10 The images may NOT be used for following goals:
* catalogues of images;
* data bank of images or any other system enabling distribution or allowing distribution
of the image itself;
* rent or lend out;
* greeting or postal cards for further sale;
* samples or printing destined for further sale;
* clothing for further sale;
* decorative objects for further sale;
* multimedia games or educative materials destined for further sale.
* use for logo or a brand;
* illegal use or use causing damages;

12.11 Use of images has to be accompanied by the text ‘image matita.be’ as a source of copyright to the work.
12.12 Only 1 copy is allowed as back-up;
12.13 Only five copies can be put at the disposal of staff or representatives of the Buyer;
12.14 It is recommended to contact Matita for approval of a certain use of images;

13 Secrecy/confidentiality and data processing
13.1 Parties will treat all information about each other’s business and their relationships as strictly confidential. Information will be indicated in any case as confidential, as the parties will indicate them as such. The obligation in this article will apply for the validity of an Agreement and two (2) years hereafter.
13.2 The Buyer allows Matita explicitly to process and use the personal data provided by him in a database that Matita will establish within the context of her service. These data will be kept and managed according to the applicable legal provisions to this effect.
13.3 The Buyer agrees that his personal data, according to the applicable legal provisions, will be treated for market study and direct marketing for the benefit of the Matita services.
13.4 The Buyer can request at all times inspection of the date kept about him in the database of Matita.
13.5 Matita will do her utmost to take the adequate technical and organisational measures to protect the personal data against loss or any kind of illegal use. The measures anticipate, taking into account the status of the technique and execution costs, an adequate protection level in view of the risks that data processing and the kind of data may involve.

14 Act of God
14.1 None of the parties is bound to observe any obligation when he is unable to due to Act of God. Act of God is understood to mean: war (risk of war), riots, strikes, fire, water damage, inundation, atmospheric conditions, loss of electricity, adjustments or maintenance of the telecommunication and/or electricity networks of others, breaks in the cable, interruption in communication links, including telecommunication links or disturbance or refusal to comply by suppliers on which Matita depends during the carrying out of the tasks.
14.2 When a situation of force majeure exceeds 60 (sixty) days, the parties have a right to terminate the agreement in writing. The buyer owes in any case the price of the month of termination.

15 (Interim) termination
15.1 Each of the parties is entitled to the competence to terminate an agreement only then, when the other party, after a convenient written proof of default which is as detailed as possible, stating a reasonable term to remedy the shortcoming, fails imputably to observe her real obligations resulting from the Agreement and/or General Conditions.
15.2 Matita can terminate an Agreement without proof of default and without legal intervention, entirely or partially by a written notification applicable as of immediately, when the Buyer – provisionally or not – is granted an extension of payment, when a bankruptcy is requested with regard to the Buyer or when his/her business is liquidated or terminated for another reason than reconstruction or merging of companies.
15.3 If the Buyer has already received services in execution of the agreement at the time of termination as stated in article 15, these services and the corresponding payment liability will not be subject to cancellation, unless Matita is in default with regard to these performances. Sums that Matita has invoiced before the dissolution regarding her service or delivery in execution of the agreement, will remain due irrespective of the last phrase and will be due on demand upon the time of dissolution.

16 Miscellaneous
16.1 When a provision of these General Terms and Conditions is rescinded by a judicial instance, or its force has been denied, this will not affect the other provisions of the General Terms and Conditions. In the above case, the Buyer and Matita will consult to agree upon new provisions looking as much as connection as possible with the goal and intent of the void, annulled provision or the provision whose force has been denied.
16.2 Transfer of rights. Matita can transfer her rights and obligations resulting from an Agreement to another legal person upon transition of (a part of) the business. The buyer cannot transfer the rights and obligations resulting from an Agreement and/or these General Terms and Conditions to any third party without the consent of Matita. Matita will not withhold her consent for unreasonable motives.
16.3 The article designations in these General Terms and Conditions are indicative. The parties can never found a right on them.
16.4 Provisions in the General Terms and Conditions and/or the Agreement meant to remain valid after the end of the Agreement, will continue to apply.
16.5 The General Terms and Conditions are mentioned on the Matita website ( HYPERLINK "http://www.matita.be" www.matita.be) and can be downloaded there. Upon request, Matita will also send them free of charge.

17 Applicable law and forum
17.1 These General Terms and Conditions as well as the corresponding Agreements, Offers/Quotations and other documents are governed by Belgian law.
17.2 All disputes between parties will be settled by the competent judge in Leuven.