'In The Picture Group' (hereinafter referred to as 'In The Picture') is established in Vloeiende 94, 2950 Kapellen.
'In The Picture' offers a variable online platform where actors, walk-ons, extras and public can contact professionally and rapidly with a variety of providers in the media sector.
All media companies that are authorized by 'In The Picture' can consult the extensive database at a transparent and advantageous rate and use its 'state of the art' search functions to establish fast and easy communication with all candidates.
For a monthly fee, an 'In The Picture' B2B licence enables you to book considerably more people in less time, without losing sight of the role-specific actor specifications.
1.1. 'In The Picture' shall, on simple request, provide all CLIENTS, either a media company (hereinafter referred to as B2B CLIENT) or an extra, audience candidate or actor (hereinafter referred to as B2C CLIENT), with a specific services package as indicated in the website or services tailored to the CLIENT's specificities.
'In The Picture' shall decide whether or not specific CLIENTS are allowed to use its services as it deems fit, without any obligation to communicate a reasoned decision. On the same basis, 'In The Picture' shall be allowed to temporarily or permanently deny any CLIENT access to its services at any time. There is no need to communicate a reasoned decision for such a decision and it shall never give rise to compensation for damages from 'In The Picture'.
1.2. Subject to the chosen SLA (Service Level Agreement - see Article 2), the service package shall contain various licences, software updates, credits, support, and the like, that shall be provided to the CLIENT during the term of the agreement.
The CLIENT is aware that the services supplied cannot be assigned to third parties (in the broadest sense, therefore including subsidiaries, subcontractors, freelance service providers, and the like) without special and prior written authorisation.
1.3 The CLIENT can pay a fee to 'In The Picture' in return for a chosen premium profile package, The amount thereof shall either be communicated on the website or calculated individually. In this way, the CLIENT shall retain its full freedom to opt for the basic free package or, where appropriate, for additional services, depending on the requirements. Only this way, a maximum of flexibility can be offered to the CLIENT and is it possible for the CLIENT to decide which services are managed under its own direction.
1.4. The right to use conferred to the CLIENT only includes the package offered on the website or tailored to the CLIENT's specificities.The services may be used only for the activities that the B2B CLIENT deems required as part of its operations, with due regard for the functionality and specific characteristics of the services intended for the CLIENT's internal purposes.
1.5. The CLIENT may, as required, opt for additional services that are not included in the service package as standard. Such services can be booked at a specific rate.
1.6. All rights attached to the services, software and products (including Intellectual Property Rights) shall be reserved to 'In The Picture', unless a written agreement to the contrary is made.
All information and data submitted are and shall remain the property of 'In The Picture'. Any reproduction or information to third parties of any element appearing on the website or in the database of 'In The Picture' cannot be made without the prior written consent of 'In The Picture'.
The B2C CLIENT's registration shall authorize 'In The Picture' to provide the information, pictures and videos that the B2C CLIENT has posted to third parties for the promotion of 'In The Picture' or of the profile referred to.
The B2B CLIENT's registration shall authorize 'In The Picture' to offer a paid premium profile to all B2C CLIENTS, including such B2C CLIENTS with contact details in a B2B CLIENT's private database.
The CLIENT shall, in the narrowest sense of the word, refrain from posting contributions on the website for which it has not the required intellectual property rights. Furthermore, the CLIENT shall protect 'In The Picture' from the principal amount, interests and costs resulting from any claim by third parties.
It is always permitted that a link of the CLIENT refers to 'In The Picture' if and to the extent that the reference is hyperlinked and opens in a separate window and provided that the URL address is clearly distinguishable from the website of 'In The Picture'. All other references or entries require the prior explicit consent of 'In The Picture'.
'In The Picture' shall in no way be responsible for the content of external websites referred to.
Sending or receiving illegal, commercial or personal information of third parties through the websites of 'In The Picture' is not permitted. Any illegal information (such as statements that are contrary to the public order or to accepted principles of morality, statements that are discriminating, insulting, defamatory or damaging or that otherwise violate the rights of third parties, ...) shall, according to the decision and understanding of 'In The Picture', give rise to the termination of the agreement and the removal of the account without any entitlement for compensation from 'In The Picture'.
Participation in discussion groups shall imply that the CLIENT's true identity and e-mail address are mentioned on the discussion group's website. The CLIENT shall not collect the e-mail addresses mentioned, or use them for commercial or other illegal purposes (such as spam, defamation, stalking, etc.).
'In The Picture' may, without notice and at its sole discretion, exclude messages or questions regarding a discussion group from its websites. 'In The Picture' may, without notice and justification, exclude the CLIENT from accessing a chat group.
'In The Picture' is neither liable for the content or activities in the discussion or chat groups nor for the use that third parties make of the e-mail addresses mentioned in the discussion groups.
1.7. The CLIENT guarantees and undertakes to preserve the secrecy and confidentiality of its personal identification code (password and access code).
1.8. Any illegal or improper use of the data provided by 'In The Picture' shall expose the CLIENT to fixed estimated damages of EUR 50,000.00 per infringement, subject to proof of higher damage. 'In The Picture' may terminate the agreement without justification and/or claim such damages as it deems fit.
1.9. Creating more than one profile on the website of 'In The Picture' is not permitted.
1.10. With the registration, the B2C CLIENT agrees to be contacted by third parties as part of a potential assignment. Such contacts may be established through any media and for any purpose. Of course, 'In The Picture' is unable to guarantee in any way assignments or work after registration with 'In The Picture' and, obviously, it cannot be held responsible for future cancellations or modifications of such assignments.
1.11. The B2C CLIENT of 'In The Picture' must scrupulously comply with the agreements made with the final contractual party. B2C CLIENTS that regularly fail to comply with the agreements may be imposed penalties in the form of a bad score for the profile or the removal of the profile from the database. Paying B2B CLIENTS of 'In The Picture' or 'In The Picture' itself may decide so as they deem fit, without any obligation to communicate a reasoned decision.
Apart from the B2C CLIENT's behaviour, B2B CLIENTS may decide to include a positive or negative score to the profile as they think fit. This can be done in any form and may be communicated to other B2B CLIENTS. 'In The Picture' shall not be accountable to the CLIENT in any way.
1.12. Subject to the explicit consent of 'In The Picture', the name, concept and all constituent elements of the services (including the database) that 'In The Picture' temporarily provides are its exclusive property and may not be reproduced, copied or used in contravention of the present terms and conditions and shall expose the CLIENT to fixed estimated damages of EUR 50,000.00 per infringement.
1.13. Registration for the services of 'In The Picture' implies that all information communicated is included in the database of 'In The Picture' and that it is accepted that 'In The Picture' sends mails in this context. Failure to renew the agreement with 'In The Picture' implies the approval to remove such information from the database of 'In The Picture'.
1.14. Under any circumstances, the online platform may be used for reproductions containing any pornographic element. Should the production include erotic elements, the requested extra or actor must be informed in advance before the assignment was accepted.
1.15. The services of 'In The Picture' are not open to minors without the consent and accompaniment of a parent or guardian.
2.1.All B2C CLIENTS are entitled to withdraw from the optional premium profile service without payment of a penalty and without justification within 14 calendar days of the day of the conclusion of the agreement. The withdrawal period is respected if the withdrawal is timely sent.
The withdrawal must be addressed to:
- By mail: Vloeiende 94, 2950 Kapellen Belgium or
- By e-mail: sales @ inthepicture . com.
To ensure an unmistaken identification, it is recommended that the CLIENT clearly mentions the e-mail address or purchase confirmation number that is registered at 'In The Picture'. Otherwise the CLIENT shall be deemed to have waived the withdrawal.
2.2. When the site and the services related thereto are used (such as posting pictures or videos), the right of withdrawal of 'In The Picture' expires in view of the immediate provision/delivery of the services.
3.1. The service package EITHER costs the annual fee for the agreed service OR the agreed fee for the specific project.
3.2. The CLIENT undertakes to pay the agreed one-off,annual fee when the CLIENT registers on the website for an optional premium profiel package of 'In The Picture' within 30 days after the invoice date.
3.3. 'In The Picture' may unilaterally adapt the rates indicated on the site at the beginning of the service without the CLIENT's consent as of the annual renewal.
3.4. 'In The Picture' is entitled to suspend the execution of this agreement and to block the access to the services and software after a prior notice in the event of non payment of overdue invoices.
4.1. With the exception of contraventions, if any - that have been agreed for a tailored specific project in advance, the agreement shall apply for the preagreed duration and shall NOT be renewed automatically or by tacit agreement. Fees that have been paid are not refundable. If desired, but without any obligation, the CLIENT can take the necessary steps to renew the agreement at the expiry date. When the agreement is terminated, it shall end upon expiry of the final date that applies at that time.
4.2. 'In The Picture' reserves the right to terminate the agreement immediately and without prior judicial intervention when the CLIENT fails to observe the obligations resulting from this agreement. According to its choice, 'In The Picture' can propose that the CLIENT corrects the shortcoming within 7 calendar days after the formal notice of 'In The Picture', without prejudice to the entitlement to damages at the expense of the CLIENT.
4.3. Without prejudice to their respective entitlements to damages at the expense of the other party, every party shall be entitled to terminate the agreement automatically without formal notice and notice of termination by sending a registered letter in the event of bankruptcy, liquidation, cessation of payments or when the other party's creditworthiness is seriously affected.
4.4. When the agreement is terminated, the CLIENT undertakes to return all provided materials within five days of the termination and to no longer use the data obtained and to permanently and irrevocably destroy them after the termination of the collaboration.
If it is established that the CLIENT makes continued use of the data, except with the explicit consent of 'In The Picture', the CLIENT agrees to pay fixed estimated damages of EUR 50,000.00 per infringement, subject to proof of higher damage. This compensation shall also apply when a B2B CLIENT registers under false pretences in order to copy the data available for commercial use and therefore not in order to use them for its own media productions.
5.1. 'In The Picture' operates as a platform that coordinates the supply and demand in the target groups that 'In The Picture' aims at. 'In The Picture' however is NOT involved in the actual agreements between the suppliers and providers, if any. For this reason, 'In The Picture' assumes no liability whatsoever and/or exerts no control on the quality, security, lawfulness or competence of the subscribers or on the accuracy of the information. Finally, 'In The Picture' shall never be considered as the employer of the actor, extra or public.
5.2. With the exception of the explicit obligation of means that 'In The Picture' undertakes, the liability of 'In The Picture' is limited to the compulsory legal liability.
5.3. All data provided by the parties shall irrevocably remain the property of 'In The Picture'.
5.4. Save for explicit obligations to the contrary, 'In The Picture' shall not be liable for any direct or indirect damage resulting from the use of its site or sites, including loss of data, unavailability of data, loss of revenue, loss of earnings or any increase of overhead costs, irrespective of whether such damage results from a failure to comply, an illegal action (including negligence), product liability or otherwise. The CLIENT is aware of the restrictions and directives regarding the use of electronic communication as specified by 'In The Picture'.
5.5. 'In The Picture' shall look to provide the most comprehensive and accurate information. Should the information on the websites be incomplete or contain mistakes, 'In The Picture' can in no way be held liable. Breakdowns, interruptions or faults in the electronic provision of services requested through the websites shall under no circumstances give entitlements to any financial compensation.
5.6. The liability of 'In The Picture' in this agreement shall in any case be limited to the amount that 'In The Picture' has received from the CLIENT as part of the agreement regarding the element that would give rise to the liability of 'In The Picture'.
5.7. It is the CLIENT's responsibility to ensure that its own equipment and IT-environment conform to the minimum requirements imposed by 'In The Picture'.
5.8. 'In The Picture' can in no way guarantee the continuous and secure operation of 'In The Picture'. 'In The Picture' cannot be held responsible when the CLIENT cannot enter the software due to technical problems that are or are not beyond the control of 'In The Picture', such as (but not limited to) defects of third parties, operators or service providers (including without limitation, the company whose server runs the software, the CLIENT's internet provider, the telephone or telecommunication company and the company that manages the CLIENT's network).
5.9. The CLIENT shall incur full liability for its equipment and all consequences that result from the poor operation of this or other equipment of the CLIENT.
6.1. Confidential information shall mean any (oral, written, graphical, electronic, etc.) information, in whatever form, that is communicated or exchanged between the parties as part of this agreement. The parties explicitly agree that client information that the B2B CLIENT submits to 'In The Picture' as part of this agreement, either in the form of a database or otherwise, shall also be qualified as confidential information.
6.2. The parties may use the confidential information only as part of this agreement. The CLIENT shall not disclose the confidential information to third parties without the written consent of 'In The Picture'. In so far as necessary, the CLIENT shall ensure that its staff, employees and partners involved sign a confidentiality agreement to protect the confidentiality of the B2B CLIENT's information and data. The confidentiality obligation shall apply for a period of three years as of the termination of this agreement, irrespective of the reason for the termination of the agreement.
'In The Picture' shall take all reasonable measures to protect the CLIENT's confidential information.
6.3. Shall not be deemed to be confidential information:
- information legally obtained from a third party that is not bound by any confidentiality or secrecy obligation;
- information already known to a Party before it was communicated as part of this Agreement;
- information that a Party has developed in-house without thereby infringing this Agreement;
- information that has become public domain without the intervention or the error of the receiving Party;
- information that must be made public by court order.
6.4. Notwithstanding the confidentiality obligation, 'In The Picture' shall be entitled to mention the CLIENT's name as part of its advertising for the promotion of its products and/or services.
7.1. The CLIENT shall refrain from soliciting any freelance staff, employees, agents or assistants of 'In The Picture', either directly, indirectly or through third parties or through - in any way - associated companies. Neither shall the CLIENT have them provide services, even when the solicitation for employment is at the initiative of the staff. This provision shall apply throughout the duration of this Agreement and for a period of 5 years as of the termination of this Agreement. In the event of infringement of this provision, the CLIENT shall be liable to pay lump-sum damages of EUR 50,000.00 per infringement to 'In The Picture', without prejudice to the right of 'In The Picture' to claim higher damages.
8.2. For the proper functioning of 'In The Picture', the CLIENT is requested to provide personal data with the registration. When such data are not or incompletely provided , 'In The Picture' shall reserve the right to deny access to the CLIENT. 'In The Picture' guarantees that the CLIENT's data are sufficiently protected and that it shall abide by the laws and regulations regarding confidential information and customer information.
8.3. 'In The Picture' shall process the personal data as part of performing this Agreement under the control of the CLIENT and exclusively according to the data provided by the CLIENT. Accordingly, the CLIENT recognizes that it is the person responsible for the processing of the personal data and that 'In The Picture' processes the personal data in its capacity of processor.
8.4. The CLIENT confirms that it fully complies with the obligations imposed by the GDPR privacy law with regard to the person responsible for processing of personal data.
Consequently, with the exception of the obligations contained in this Agreement, 'In The Picture' shall bear no responsibility whatsoever regarding the processing of personal data that the CLIENT may process. At no time, 'In The Picture' shall be held accountable and in this respect the CLIENT undertakes to hold 'In The Picture' not liable for any claim or entitlement of any third party due to the violation of the obligations imposed on the person responsible for processing personal data by the GDPR law. In this respect, any party that is not a party to this Agreement shall be deemed to be a third party.
9.1. The Parties cannot be held liable for delays or flaws in the implementation of the Agreement if such delays or flaws are due to facts or circumstances beyond the control of either Party and that were unforeseeable and inevitable.
9.2. CLIENTS that want to invoke such facts or circumstances must, on pain of loss of rights, inform the other Party in writing as soon as possible, make every effort to strictly limit their duration and also to inform the other Party in writing when such facts or circumstances are over.
9.3. When the duration of the facts or circumstances exceeds 7 days, 'In The Picture' may terminate the Agreement by law without obligation to pay any compensation.
10.1. Basically, payments shall be made online when the services of 'In The Picture' are subscribed to or renewed.
In the event of non-payment or late payment of the invoice by the due date, late-payment interest shall be due automatically and without prior notice. The late-payment interest amounts to 12% per year for the full invoice amount.
A compensation of 12% of the full invoice amount, with a minimum of EUR 125, shall also be due automatically and without prior notice as a lump-sum irreducible compensation, subject to proof of higher damage.
Partial payments shall be accepted subject to the express reservation of all rights and without any adverse recognition and are preferentially attributed to the legal costs, if any, then to the interest due, subsequently to the damages and finally to the principal amount. The non payment of a single invoice on the due date, shall result in the outstanding balance of all other invoices being automatically and immediately due and payable, including invoices that are not overdue.
It is explicitly excluded that the CLIENT suspends the payment obligations (exception for non-compliance or exceptio non adimpleti contractus) and that the CLIENT compensates mutually owed debts.
In the event of non-payment or failure to pay one or more invoices in full, 'In The Picture' shall reserve the right to stop all assignments and to regard all current agreements¬ automatically and without prior notice as dissolved either in full or for the activities not carried out.
Any other collection costs, including costs of debt collection and/or legal assistance are excluded from these lump-sum damages and shall remain due and payable and invoiced separately to the CLIENT.
11.1. The Agreement constitutes the entire agreement between the Parties regarding the subject and provisions of the reciprocal obligations they have contracted; it cancels and replaces all written or oral agreements, proposals and commitments regarding the same subject and that would precede the approval date of the Agreement. 'In The Picture' may at any time, unilaterally and without the CLIENT's prior approval, modify this agreement and its provisions at its own discretion. The CLIENT then recognizes it is bound by the new provisions.
11.2. Void provisions of the Agreement, if any, shall in no way affect the validity of the other provisions, notwithstanding the invalidity of the disputed provision. The Parties shall make every effort to substitute the void provision by common agreement with a valid provision with the same or largely identical scope as the void provision.
11.3. Rights that are not demanded or sanctions that are not applied by one of the Parties shall in no way waive them.
11.4. The CLIENT may not transfer the rights and/or obligations resulting from the Agreement to a third party without the prior written consent of 'In The Picture'. By contrast, 'In The Picture' shall be entitled to transfer its rights and/or obligations from the Agreement to a third party without the prior written consent of the CLIENT.
11.5. Subject to contractual clauses to the contrary, notifications can be made by e-mail. Such e-mails shall have the same value as written and signed correspondence. Information regarding notifications, the Agreement and payments that 'In The Picture' stores on a durable and unalterable medium shall be deemed conclusive until proved otherwise.
11.6. The CLIENT's purchase conditions shall not apply, except with the express written consent of 'In The Picture'.
11.7. All obligations regarding prohibition to use and protection of confident information, damages, the restriction of liability and other conditions that, by their nature, also apply after the termination, shall be deemed to apply after the termination of this Agreement.
11.8. Subject to contractual clauses to the contrary in the Specific Conditions, the services shall be offered in the premises of 'In The Picture'.
11.9. For the services offered and depending on the formula/SLA chosen, the CLIENT undertakes to conform to the selected package of 'In The Picture'.
11.10. 'In The Picture' may unilaterally adapt the present conditions without the CLIENT's prior approval. The CLIENT shall observe the newest version.
11.11. All amounts communicated and mentioned to the B2B CLIENT are excluding VAT.
12.1. The Parties undertake to make every effort to reach an amicable settlement for all disputes regarding validity, interpretation or operation of the Agreement.
12.2. Consumers have the right to make a complaint at the ODR/ADR platform ( http://ec.europa.eu/consumers/odr/ ) of the european commission. This platform is provided by the EU for all consumers within Europe.
12.3. In the absence of an amicable settlement, all disputes regarding validity, interpretation and operation of the Agreement shall be submitted to the exclusive competence of the courts of the judicial district of Antwerp or - according to the decision of 'In The Picture' - any other territorially competent court. The Agreement is subject to Belgian law.