TERMS AND CONDITIONS OF SALE

1. Definitions

1.1. “Company” means Melting Prod SRL, RPM (Company Register) of Brussels 0698.837.587, with its registered office at Chaussée de Tubize 17, 1440 Wauthier-Braine, Belgium.

1.2. “Customer” means any person or entity commissioning Services from the Company.

1.3. “T&Cs” means these terms and conditions of sale.

1.4. “Services” means the photography services provided by the Company.

1.5. “Order” means the Services to be provided by the Company to the Customer as agreed upon.

2. Applicability of these T&Cs

2.1. These T&Cs apply to all Orders placed with the Company. By placing an Order with the Company, the Customer expressly acknowledges that it has read these T&Cs and accepts them in their entirety without reservation. By accepting these T&Cs, the Customer irrevocably waives any and all of its own terms and conditions.

2.2. The Company reserves the right to modify its T&Cs from time to time. The T&Cs that are enforceable against the Customer are those in effect on the date on which the Order was placed.

3. Orders

3.1. Any offer of Services from the Company is valid only for the duration indicated in the offer. In the absence of such, the duration of the offer does not exceed 30 days from the date of issue.

3.2. Any Order is subject to a written agreement signed between the Company and the Customer. The Company is bound only by written Orders validated and confirmed by the Company without reservation.

3.3. The Customer declares that it has taken all the necessary precautions and has had sufficient time for reflection before making its choice and placing an Order with the Company, in such a way that it acknowledges that it is solely responsible for ensuring that said Order is suited to the purpose and specific needs for which it is intended.

4. Price and payment

4.1. The prices for Services provided by the Company exclude VAT. The Customer is liable for VAT and any other applicable taxes.

4.2. The Services provided by the Company exclude carriage costs and insurance, which shall be borne by the Customer.

4.3. Even in the event that a full package is provided, any significant increase (+10%) in wages, materials prices and/or social security charges during the Order will result in an automatic adjustment of the agreed price, in due proportion.

4.4. Invoices issued by the Company are payable in EUROS, within 30 days of the invoice date, net and without deductions.

4.5. Any payment reminders will be charged at a cost of €7.50 per reminder.

4.6. Any unpaid invoice will be automatically increased as of right and without notice, from the day after its due date by: (i) a lump sum recovery fee of 10%, subject to a minimum of €50, and (ii) interest at the statutory interest rate applicable to late payments in commercial transactions, plus two (2) percentage points, with any month commenced being due in its entirety.

4.7. Any payment made will be first charged against fees and other penalties, followed by interest, and then the principal sum.

4.8. Non-payment of an invoice on the due date:

4.8.1. as of right renders the balance of all invoices for all outstanding Orders immediately payable, even those whose due date has not been reached;

4.8.2. entitles the Company to unilaterally suspend all or part of the Services referred to in the corresponding Order without notice.

4.9. No payment may be validly suspended or withheld by the Customer on the grounds of any claim that is not supported by an enforceable instrument having the authority of res judicata.

5. Delivery period

5.1. The delivery period for an Order takes effect only from: (i) the conclusion of the Order or (ii) if applicable, the expiry of the withdrawal period stated in the T&Cs.

5.2. The Company shall make all necessary efforts to adhere to its delivery deadlines, which are given only as an indication and are not binding. The delivery period agreed in the Order is for information only.

5.3. Any delay to delivery does not in any case give rise to penalties or compensation. Moreover, the Company’s obligations are automatically suspended, without formal notice required, and the Company may not be held liable in the case of events such as: fire, work stoppage, lockout, flood, failure of the machines necessary to fulfil the Order or any circumstances that arise, whether legally classed as force majeure or unforeseeable or not, occurring after the conclusion of the Order and preventing the Company from fulfilling the Order under normal conditions.

6. Liability

6.1. The Customer declares and warrants that it has provided the Company with all the information necessary to fulfil the Order properly at the agreed price.

6.2. Any Customer placing an Order in the name and on behalf of a third party is personally and severally liable for payment of the corresponding Order.

6.3. The Company shall make every effort to comply with the terms of the Order as best and as faithfully as possible. However, the Company only assumes an obligation of means in the performance of the Customer’s Order.

6.4. The Company accepts no liability for:

6.4.1. any direct, indirect, special, consequential or punitive damages (including, but not limited to, loss of business, damage to image or commercial reputation, non-material damage, etc.) arising from the Customer’s Order or use of the Services rendered and/or any rights granted;

6.4.2. any loss, material damage, injury, accident, delay or other damage suffered by the Customer or third parties resulting from the use of the Services rendered and/or any rights granted. The Customer acknowledges and agrees that use of the Services rendered and/or any rights granted is at Customer’s own risk;

6.4.3. the content of the Order and the Services relating thereto. The Company makes no express or implied representations or warranties regarding the quality, accuracy, reliability, suitability or adequacy of the Services rendered;

6.4.4. loss, theft or destruction of or damage to the Customer’s property, including equipment, accessories, clothing or any other items brought by the Customer during photography sessions;

6.4.5. verifying the materials provided by the Customer and/or any third party of its choice in the performance of any Order. The Company accepts no liability for: (i) damage, loss or theft of equipment entrusted to the Company or (ii) Services rendered using entrusted equipment and containing defects.

6.5. The Customer warrants that it shall indemnify the Company against all claims relating to the Order and its use of the Services rendered, as well as the rights granted.

6.6. In no event shall the total liability of the Company, whether contractual, tort or otherwise, exceed the total amount paid by Customer for the Services in question.

7. Claims

7.1. Claims are only deemed valid and will be processed by the Company if they are:

7.1.1. reported to the Company no later than 10 working days following receipt of the Services to which the claim relates; and

7.1.2. reported by registered mail with acknowledgement of receipt, comprehensively listing and detailing the grounds for claim.

7.2. The Company’s liability is limited, at its discretion, to the replacement and/or remediation of the Services and/or the invoices to which the claim relates, in accordance with the above provision, without any other costs, fees or compensation due.

7.3. Except for the items explicitly listed and specified by the Customer in connection with any claim reported in accordance with the provision above, the use – whether full or partial – of any Service rendered by the Company to the Customer automatically constitutes the Customer’s full and unconditional acceptance of the Order to which such Service relates, to the exclusion of any subsequent claim.

8. Transfer of ownership; risks

8.1. The transfer of risks covered by Articles 1788 and 1789 of the Belgian Civil Code occurs as soon as the Services are rendered; the Customer is then liable for and assumes all risks related to their use, storage, handling or loss.

8.2. The Services are provided ex works (Incoterms 2020) from the place and on the date provided by the Company, or from any other place indicated by the Company in the Order. The Company is not liable for any loss or deterioration of the Services from the time of their availability or in transit with the carrier, or for any damages resulting from late delivery or non-delivery by the carrier. It is the Customer’s responsibility to take delivery of the Services on the date provided by the Company and, if necessary, to purchase adequate insurance to cover any risk associated with any delivery of the Services by the carrier.

8.3. The Services rendered remain the exclusive property of the Company until full payment is made for the Order, as well as any accessories thereof (including any fees and interest due). The Customer is prohibited from using the Services and exercising any rights granted until the Order has been paid in full.

9. Intellectual rights

9.1. The Services rendered by the Company are protected by intellectual property rights and may only be used or reproduced with the prior express written consent of the Company.

9.2. Any Order placed for the purpose of an advertising campaign of the Customer is subject to an ancillary licence agreement in return for payment, under which the Company allows the Customer, which accepts and is therefore authorised by the Company, on payment of the invoices due relating to the Order concerned, to exercise the rights of reproduction, editing and communication to the public of the Services rendered, for a maximum period of 6 months, effective upon delivery and for the territory of the Customer’s registered office/domicile. Such licence may not be assigned and/or granted in any way by the Customer to third parties without the prior written permission of the Company.

9.3. In so far as is necessary, the Customer grants to the Company a non- exclusive, non-transferable licence to edit, reproduce and/or modify the intellectual property rights provided for the performance of any Order, to the extent necessary and strictly to perform its obligations under the Order, for the duration thereof. The Customer warrants that it shall indemnify the Company against any claim as to the rights granted to the Company under this provision.

9.4. The Customer acknowledges the Company’s right to publish the Services rendered in connection with the Orders on its website, for the proper promotion of its business. The Company also reserves the right to retain a copy of the Services for its records.

10. Cancellation

10.1. Any Customer acting as a consumer (a natural person operating privately) has a right of withdrawal in respect of contracts concluded remotely or off-site, in accordance with the law, except in the case of: (i) Services rendered to the Customer’s specifications, (ii) custom Services rendered or (iii) Services performed urgently (within 15 days of the Order) at the Customer’s express request.

10.2. The right of withdrawal must be exercised within 14 calendar days of the date of conclusion of the Order by sending a registered letter to the Company’s registered office, with acknowledgement of receipt, stating the exercise of that right, in order to be deemed valid.

10.3. In such case, all payments received from the Customer will be refunded within 30 days of the date on which the Company was validly informed of the Customer’s decision to withdraw, minus the amount due in return for performance already rendered by the Company until the exercise of the right of withdrawal becomes known.

11. Termination

11.1. The parties are entitled to unilaterally terminate any Order without notice, without court proceedings and without any fees being due or liability arising on the part of the defaulting party, and without prejudice to the right to claim compensation for damage suffered as a result of the above, in the case of:

11.1.1. force majeure or an unforeseeable event resulting in a delivery delay of more than 90 calendar days;

11.1.2. a breach of any obligation that the defaulting party: (i) cannot remedy or (ii) has not remedied within 30 days of notification sent by the injured party;

11.1.3. bankruptcy or insolvency or any other similar condition of the other party.

11.2. Any unilateral termination shall be notified by registered mail to the other party, with acknowledgement of receipt, in order to be valid, which takes effect upon receipt.

11.3. Early termination of an Order has no effect on any other ongoing Orders.

11.4. Any early termination of an Order shall result in compensation and payment by the defaulting party to the injured party of a fee equal to 50% of the balance due on the Order, excluding sales tax.

12. Sub-contracting

11.1. The Customer expressly recognises the Company’s right to subcontract all or part of the Order to one or more third parties at any time. In such case, the Company remains jointly and severally liable towards the Customer for the performance of each subcontractor.

13. Confidentiality; GDPR

13.1. The parties agree to respect the confidentiality of information disclosed to them and/or of which they become aware in connection with any Order.

13.2. The parties are bound by the confidentiality of such information throughout the duration of the Order and for five (5) years from the delivery/end date.

13.3. The Company collects and processes the Customer’s personal data in accordance with the provisions of the General Data Protection Regulation (GDPR), other applicable data protection legislation and the Company’s Privacy Policy (available at: https://www.meltingprod.eu/privacy-policy/), which the Customer expressly acknowledges having read on the date of the Order and accepts the terms thereof.

14. Miscellaneous

14.1. In the event that one or more provisions contained herein are declared void, unlawful or unenforceable in any way, this does not affect the validity, legality or application of the other provisions in any way. In addition, the parties undertake to replace such void provision with a new provision, in accordance with the legal requirements and the spirit of the affected provision.

14.2. Any failure by any party to exercise a right in time or at all may not be construed as a waiver by such party of the exercise of that right. The partial exercise by a party of a right does not prevent it from subsequently exercising that right in its entirety.

14.3. No Order and no provision in these T&Cs may be modified without the written and signed agreement of the parties.

14.4. For such a modification to be valid, a notification must be sent to the addresses provided by the parties to the Order, unless duly notified beforehand, by simple letter delivered by hand against receipt, or by registered mail with acknowledgement of receipt, or by email with acknowledgement of receipt.

14.5. These T&Cs and any Order are governed by and interpreted in accordance with Belgian law.

14.6. The parties agree to submit any dispute relating to the validity, interpretation or performance of these T&Cs and/or Orders to the exclusive jurisdiction of the Walloon Brabant Commercial Court. If the Customer is considered a consumer within the meaning of the Belgian Act on Market Practices and Consumer Protection (Loi relative aux pratiques du marché et à la protection du consommateur), the Customer may bring the proceedings before the courts of its domicile.