General terms and conditions

1Definitions and Applicability

1.1. These General Terms and Conditions apply to all quotations, agreements, assignments, productions, services, deliveries, technical support, consultancy, subcontracting activities and invoices issued by Sound Waves CommV.

1.2. By approving a quotation, confirming an order, issuing a purchase order, accepting delivered services or making any payment, the client acknowledges having read and accepted these General Terms and Conditions.

1.3. Any general or specific terms and conditions of the client are expressly excluded unless explicitly accepted in writing by Sound Waves CommV.

1.4. The issuance of a purchase order, supplier onboarding procedure, vendor registration or any administrative client process shall not imply acceptance by Sound Waves CommV of the client's terms and conditions unless explicitly agreed in writing.

1.5. In the event of contradiction between the client's purchase order and these General Terms and Conditions, the specific commercial terms expressly agreed in writing shall prevail solely for the relevant assignment, without affecting the applicability of the remaining provisions herein.

2Quotations and Agreements

2.1. All quotations issued by Sound Waves CommV are non-binding and valid for thirty (30) calendar days unless stated otherwise.

2.2. A binding agreement only exists after written confirmation by Sound Waves CommV, including confirmation by e-mail.

2.3. Quotations are based on the information available at the time of preparation. Any modification to:

• schedules
• locations
• technical requirements
• production scope
• crew requirements
• working hours
• transport
• rehearsals
• access times
• installation or dismantling schedules

may result in revised pricing and additional charges.

2.4. Sound Waves CommV reserves the right to refuse modifications requested after confirmation if such modifications would compromise operational feasibility, planning or resource availability.

2.5. Any instruction, modification or approval given on-site by the client, production management, technical management or any person reasonably appearing to represent the client shall be considered binding and billable.

3Prices

3.1. All prices are expressed in EUR and are exclusive of VAT unless explicitly stated otherwise.

3.2. The quoted price includes only the services and materials expressly described in the quotation.

3.3. Additional costs caused by:

• overtime
• waiting time
• delays
• additional rehearsals
• night work
• schedule extensions
• additional travel
• venue restrictions
• client-requested modifications
• incomplete or incorrect information provided by the client

shall be invoiced separately at the applicable rates.

3.4. Travel costs, accommodation costs, parking costs, toll fees, freight charges and externally incurred expenses may be invoiced separately unless explicitly included in the quotation.

3.5. Any bank charges, withholding taxes, exchange rate costs or international transfer fees shall be borne by the client.

4Payment Terms

4.1. Invoices are payable within fourteen (14) calendar days from invoice date unless agreed otherwise in writing.

4.2. Sound Waves CommV reserves the right to request:

• an advance payment
• staged payments
• partial invoicing
• or full prepayment

prior to the execution of services.

4.3. In case of non-payment on the due date:

• all outstanding amounts become immediately due and payable by operation of law and without prior notice
• interest at a rate of twelve percent (12%) per year shall automatically apply from the invoice due date
• a fixed compensation equal to ten percent (10%) of the outstanding amount, with a minimum of EUR 150, shall automatically be due

4.4. Any partial payment by the client shall first be allocated to:

• recovery costs
• damages
• accrued interest
• oldest outstanding invoices

4.5. Any dispute regarding an invoice must be notified in writing within seven (7) calendar days from invoice date. After this period, the invoice shall be deemed fully accepted.

4.6. In case of late payment, Sound Waves CommV reserves the right to:

• suspend ongoing services
• postpone deliveries
• withhold technical files or deliverables
• refuse future assignments

without liability or compensation toward the client.

4.7. All judicial and extrajudicial recovery costs, collection costs, legal fees and enforcement expenses shall be borne entirely by the client.

5Execution of Services

5.1. Sound Waves CommV undertakes to perform its services professionally and according to industry standards.

5.2. The client shall ensure that all required:

• permits
• venue access
• loading facilities
• electricity supply
• rigging approvals
• safety measures
• schedules
• technical information
• parking access
• and logistical conditions

are available and operational before the start of the services.

5.3. Delays caused by the client, venue, authorities, suppliers or third parties may result in additional costs and revised planning.

5.4. Sound Waves CommV reserves the right to adapt technical execution where operational or safety conditions reasonably require such adaptation.

6Working Hours and Overtime

6.1. Quoted working schedules are indicative and based on the information provided by the client.

6.2. Overtime, waiting time, delayed load-outs, additional rehearsal time, night work and schedule extensions may be charged separately at the applicable rates.

6.3. Breaks, standby periods and interrupted schedules caused by the client or production circumstances may be considered billable working time.

7Subcontractors and Personnel

7.1. Sound Waves CommV reserves the right to engage subcontractors, freelancers, operators, technicians and external suppliers for the execution of assignments.

7.2. Unless explicitly agreed otherwise in writing, Sound Waves CommV does not guarantee the availability of any specifically named technician or crew member.

7.3. Sound Waves CommV remains solely responsible for the coordination of the agreed services.

7.4. The client shall not directly or indirectly hire, contract or engage personnel, freelancers or subcontractors introduced by Sound Waves CommV during the execution of an assignment and for a period of twelve (12) months thereafter without prior written consent from Sound Waves CommV.

8Cancellation and Postponement

8.1. Cancellation fees apply as follows unless agreed otherwise in writing:

• cancellation more than 14 calendar days before execution: no cancellation fee
• cancellation between 14 and 7 calendar days before execution: 50% of the quoted amount
• cancellation between 7 calendar days and 48 hours before execution: 75% of the quoted amount
• cancellation less than 48 hours before execution: 100% of the quoted amount

8.2. All third-party costs already incurred by Sound Waves CommV remain fully chargeable.

8.3. In case of postponement by the client, Sound Waves CommV reserves the right to:

• invoice already incurred costs
• revise pricing
• refuse rescheduling depending on availability

9Equipment and Risk

9.1. The client is responsible for all loss, theft, damage or misuse affecting equipment during the period in which the equipment is present on-site or under the client's supervision.

9.2. The client shall ensure sufficient security and safe storage conditions for all equipment.

9.3. Repair, replacement and associated operational costs resulting from damage or loss may be invoiced to the client.

10Liability

10.1. Sound Waves CommV shall only be liable for direct damages resulting from proven gross negligence or intentional misconduct.

10.2. Liability is in all cases strictly limited to the total invoice amount relating to the relevant assignment.

10.3. Sound Waves CommV shall under no circumstances be liable for:

• indirect damages
• consequential damages
• loss of profit
• reputational damage
• data loss
• business interruption
• loss of opportunity
• technical failures outside its reasonable control
• delays caused by third parties
• force majeure situations

10.4. The client remains solely responsible for:

• audience safety
• venue compliance
• structural approvals
• local permits
• noise regulations
• insurance coverage
• compliance with applicable legislation

11Intellectual Property

11.1. All technical drawings, showfiles, calculations, concepts, renderings, workflows, documentation and production files created by Sound Waves CommV remain the exclusive intellectual property of Sound Waves CommV unless explicitly agreed otherwise in writing.

11.2. No document, design or technical file may be copied, transferred, disclosed or reused without prior written consent from Sound Waves CommV.

11.3. Deliverables remain the property of Sound Waves CommV until full payment of all related invoices has been received.

12Confidentiality and Media

12.1. Both parties undertake to keep confidential all non-public information relating to productions, events, technical setups, clients, schedules and commercial arrangements.

12.2. Unless explicitly approved in writing:

• no backstage material
• no rehearsal footage
• no production imagery
• no recordings
• and no confidential production information

may be published, distributed or disclosed by the client or third parties acting on its behalf.

12.3. Sound Waves CommV may refer to completed projects for portfolio purposes unless explicitly prohibited in writing before the execution of the assignment.

13Force Majeure

13.1. Sound Waves CommV shall not be liable for delays, interruptions or non-performance resulting from force majeure situations including but not limited to:

• extreme weather conditions
• strikes
• transport disruptions
• pandemics
• government restrictions
• supplier failures
• power failures
• internet or network outages
• venue restrictions
• civil unrest
• accidents
• or any circumstance beyond reasonable control

13.2. In such cases, Sound Waves CommV reserves the right to:

• suspend execution
• revise planning
• adapt technical execution
• or terminate the agreement without compensation

14Applicable Law and Jurisdiction

14.1. All agreements between Sound Waves CommV and the client are governed exclusively by Belgian law.

14.2. Any dispute shall fall under the exclusive jurisdiction of the courts of Limburg, division Hasselt.

15Survival and Severability

15.1. Articles relating to payment obligations, liability limitations, confidentiality, intellectual property and dispute resolution shall survive termination or completion of the agreement.

15.2. If any provision of these General Terms and Conditions is held invalid or unenforceable, the remaining provisions shall remain fully valid and enforceable.