Terms and conditions

DigiVantex, Varkensmarkt, 2000 Antwerp, represented by Mr. Emilio Deckers. Registered in the Crossroads Bank for Enterprises with number 1000.259.743. Hereinafter referred to as "the Service Provider."

Article 1: The Assignment

By signing this agreement, the Client entrusts the Service Provider, who accepts, with the task of performing the aforementioned services on an independent basis.

Article 2: Duration of the Agreement

The agreement commences on the date of signing this agreement and is entered into for the agreed-upon period specified in the "Duration" section. This period is automatically renewed for 1 year each time, unless terminated by either party with a notice period of at least 3 months before the end of the current contract duration. The termination must be sent by registered mail, effective on the third business day after the date of sending. The termination letter must mandatory specify the duration and starting date of the notice period.

Article 3: The Price

3.1. For the execution of the service, the current hourly rate will be applied. The amounts owed by the Client to the Service Provider shall be invoiced monthly and must be paid within 15 days from the invoice date to the account number BE48 0689 5000 8327 of the Service Provider.

3.2. Additional assignments and any changes in scope or functionalities will be executed on a time and materials basis at the specified hourly rate, unless otherwise agreed.

3.3. In case of delayed payment, any granted discounts will lapse, and the Client shall automatically owe default interest of 10% per annum, as well as a fixed compensation of 10% of the invoice amount, with a minimum of 100 euros (excluding VAT), without the need for formal notice.

The Client will also be obliged to fully reimburse all (extrajudicial) costs of any kind (including fees and costs of a lawyer) incurred by the Service Provider due to the Client's failure to fulfill its (payment) obligations.

3.4. Projects put on hold by the Client will not result in payment suspension. Online marketing trajectories cannot be suspended for planning reasons, unless otherwise agreed upon.

3.5. The Service Provider reserves the right to suspend further execution of its obligations as long as all due amounts are not paid. Until all due amounts are paid, all designs also remain the property of the Service Provider.

3.6. In case of dispute, this must be communicated in writing to the Service Provider within seven days of the invoice date, without justifying any postponement or suspension of payment.

3.7. Payments will always be credited to the oldest overdue invoice and will prioritize outstanding interests, compensations, and costs.

Article 4: Execution of the Assignment

4.1. The execution of the assignment will only commence after payment of the advance invoice.

4.2. The Service Provider performs their task outside of any employment relationship, with complete independence. The Service Provider decides freely on how to organize their task. They will offer their services in the manner and at the times they prefer, and are not required to justify any unavailability due to sickness, vacation, etc.

4.3. The Service Provider is allowed to engage third parties for the execution of specific assignments under their specific direction and responsibility. These third parties will never be considered as employees or agents of the Client. The Client is not authorized to exercise any authority over them and must refrain from direct contact.

4.4. The Service Provider also reserves the right to purchase certain intangible movable goods or services from suppliers for resale, without being held liable for any technical, accidental, deliberate, negligent, gross, or faulty actions of the supplier. However, the Service Provider commits to offering support and advice to the Client regarding any actions to be taken against the supplier.

4.5. The Client will provide the Service Provider with all necessary information and documents for the execution of the tasks and will promptly inform the Service Provider of any changes that are relevant to the requested tasks. The Client guarantees that the provided material does not infringe upon intellectual property rights or similar rights of third parties and that they are fully authorized to grant the rights referred to in this agreement. The Client indemnifies the Service Provider against any damages resulting from alleged infringement of such third-party rights.

4.6. The Service Provider is not authorized to conclude agreements on behalf of the Client or to bind the Client in any way.

4.7. Delivery of completed work can only occur after payment of 90% of the invoices. The transfer of the source code and intellectual property rights associated with the visual design of the website can only occur after the Client has paid the full contract amount.

Article 5: Liability

5.1. All goods owned by the Client and entrusted to the Service Provider are kept at the Client's risk.

5.2. The Service Provider undertakes to perform all services provided with care. However, all performances by the Service Provider are engagements of means.

5.3. The Service Provider is not liable for errors in execution due to insufficient or incorrect input from the Client.

5.4. The Service Provider cannot be held liable for any errors (including gross errors) committed by them or their representatives, except in cases of fraud.

5.5. Under no circumstances can the Service Provider be held liable for consequential damages, such as loss of expected profit, decreased revenue, increased operational costs, loss of clientele, regardless of the cause, form, or subject matter of the claim of liability.

5.6. Even in cases of fraud, the liability of the Service Provider regarding services provided to the Client is limited to either the refund of the price paid by the Client or the re-execution of the services, at the discretion of the Service Provider. The total liability of the Service Provider can never exceed the price paid by the Client to the Service Provider for the services that gave rise to the damage event.

5.7. Force majeure events, such as strikes, public disturbances, administrative measures, and other unexpected events beyond the control of the Service Provider, release the Service Provider from their obligations for the duration and scope of the hindrance, without the right to any price reduction or compensation for the Client.

5.8. Regarding services from third-party suppliers, the Service Provider accepts no liability beyond or different from the liability that the third-party suppliers are willing to accept for their products or services.

5.9. Without prejudice to the above sub-articles, the following applies to software: the flawless operation of a computer configuration (the combination of hardware and software) can never be fully guaranteed, due to external factors (power failure or outage, lightning strikes, etc.) and factors inherent to the computer configuration (defects, network failures, undiscovered errors in system and application software, etc.), which may result in unexpected loss of (even all) programs and/or data. The Client acknowledges that such matters are beyond the responsibility of the Service Provider and undertakes to install appropriate mechanisms for data security, retention, and recovery. A warranty period of 6 weeks after test delivery is provided for addressing technical bugs. The test delivery serves as provisional acceptance by the customer. Without written objection, this provisional acceptance becomes final after 6 weeks.

5.10. If the Service Provider needs to develop a wordmark, image mark, or complex word-image mark for the Client, the Service Provider is not responsible for researching the availability of the sign. It is the Client's responsibility to contact a specialized trademark agency to determine whether certain signs have been used or registered by third parties as trademarks and to discuss the distinctiveness of the distinguishing mark.

5.11. Under no circumstances is the Client allowed to use purchased services for unlawful or even criminal activities or actions contrary to public order and morality. The Service Provider assumes no liability in this regard and will be indemnified by the Client on all levels if a claim is made against the Service Provider for such actions.

5.12. The Service Provider cannot be held responsible for any downtime of the products hosted by them, as they have no control over their proper functioning, and only the third party can be held responsible for it.

5.13. The Service Provider cannot be held responsible for any damage caused by third parties (hackers and others who misuse the provided products).

5.14. Any defects (other than those referred to in Article 5.9) that could not be detected at the time of delivery must be reported to the Service Provider by registered mail within one month after delivery. After this period, the Service Provider will bear no liability for such defects.

5.15. No liability can be attributed to the Service Provider once the Client or a third party has worked on the project. The costs incurred by the Service Provider to ascertain this fact will be borne by the Client.

Article 6: Intellectual Property Rights

6.1. Intellectual Property Rights shall mean all intellectual, industrial, and other property rights (whether registered or not), including but not limited to copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as a design or model, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs, and semiconductor topographies.

6.2. Both parties acknowledge that the concept of a website (specifically the arrangement of the website screens, main navigation) will generally not be protected by Intellectual Property Rights. Therefore, the Client may find a similar layout in other websites developed by the Service Provider.

6.3. The Intellectual Property Rights associated with the visual design of the website created by the Service Provider will be transferred to the Client after full payment of the invoices related to these services. This transfer applies in the broadest scope, for all modes and forms of exploitation, for the entire duration of the respective right, and for the entire world. Additionally, the client is granted a non-exclusive usage license for all codes used for the website. This usage license applies for the duration of copyright protection of the code and for the entire world. However, if the website contains photographs or illustrations that were not provided by the Client but were obtained by the Service Provider from a website offering photos and illustrations online, either free or for payment, then the usage license that the Client obtains for these photos and illustrations depends on the terms specified on the website of this online library. Generally, this usage license will not be exclusive. The Service Provider provides no warranty regarding these photos and illustrations.

6.4. The Intellectual Property Rights associated with the CMS (i.e., the necessary software for managing the website's content) exclusively belong to the Service Provider or a third party with whom the Service Provider has concluded an agreement on this matter. Subject to the payment of an annual license fee and the condition of full payment of this fee, the Client obtains a non-exclusive, non-transferable usage license for this software. The Client is prohibited from granting sublicenses to third parties, providing the software to third parties in any manner, disclosing, using it for the benefit of third parties, or commercializing it.

6.5. The Client shall at all times respect the Intellectual Property Rights of the Service Provider and make reasonable efforts to protect these rights. The Client shall immediately notify the Service Provider of any third-party infringement upon the Service Provider's Intellectual Property Rights that they become aware of.

Article 7: Source Code

The term "source code" refers to the complete PHP code, databases, image and source files. The complete source code of the project will only be transferred after full payment of the services specified in this agreement. The Client is prohibited from commercially transmitting or reselling the source code or its components to third parties without the explicit prior consent of the Service Provider. Furthermore, the Client may not use this source code as a basis for other websites. The transfer of the source code is strictly limited to the scope of this agreement.

Article 8: Hosting Services

8.1. For hosting, the Service Provider collaborates with a specialized hosting partner. A description of the hosting services and the liability of this partner is included in the Service Level Agreement (SLA) of this hosting partner. This SLA may be modified or amended by the hosting partner. Upon the first request of the Client, the Service Provider shall provide a copy of the current version of the SLA to the Client.

8.2. The hosting services are provided by the Service Provider to the Client on a calendar year basis, upon payment by the Client of the due fee. The current price list can be requested from the Service Provider's website and is updated annually. If the Client wishes to terminate this service, they must do so by sending their termination notice to the Service Provider by registered mail no later than December 1st. In case of late termination, the Client shall be liable to pay the fee for the following calendar year.

Article 9: Domain Name

If the Client orders a domain name through the Service Provider, the rights associated with this domain name belong exclusively to the Client. The Service Provider acts as an agent for the management of the domain name as long as the Client pays the annual fee to the Service Provider. This management agreement is of indefinite duration and can be terminated by registered mail no later than one month before the anniversary of the domain name registration.

Article 10: Confidentiality

The Service Provider undertakes, both during the term of this agreement and after its termination, not to disclose any trade secrets and/or confidential information they would become aware of in connection with the Client, their products, techniques, and strategies, or with regard to other affiliated companies and/or any person who comes into contact with the Client. Any breach of this confidentiality obligation constitutes a serious breach of the Service Provider's obligations.

Article 11: Personal Data

11.1. To the extent that the Client processes personal data on the Service Provider's server, the Service Provider acts as a processor. The Client acts as the data controller within the meaning of the Data Processing Act. The Client declares that they will fully comply with the obligations of the data controller as stipulated in this law.

11.2. As part of the services for the Client, the Service Provider processes personal data of the contact persons provided by the Client. The contact details of these individuals are processed for the purpose of 'Client Management', i.e., to contact the Client regarding the services. The contact persons have the right to access and rectify their data.

Article 12: Reference

The Client agrees that the work performed by the Service Provider for the Client will

be included in the Service Provider's reference portfolio.

Article 13: Delivery

Delivery times are indicative only and do not bind the Service Provider in any way. Delay in delivery does not entitle the Client to compensation or price reduction, nor to termination of the agreement. These times will be extended in any case if the Client fails to provide information, documents, originals, or images (on time) and accept the revised proofs (on time), or if the Client places additional orders.

Article 14: Termination of the Agreement

14.1. The cancellation of an order by the Client is possible as long as the Service Provider has not yet commenced its activities and subject to payment of a compensation of 30% of the agreed price, with a minimum of 1,500.00 euros (excl. VAT).

14.2. In deviation from Article 1794 of the Civil Code, the Client does not have the right to unilaterally terminate the agreement at any time. The agreement can only be terminated prematurely in the event of a serious breach by one of the parties of its contractual obligations and provided that this breach is not rectified within seven days after a registered notice of default. Non-payment of invoices on time will always be considered a serious breach within the meaning of this article. In this context, the Service Provider is entitled to terminate the agreement with immediate effect and/or block access to the services (e.g., website) in whole or in part, and whether temporary or not, if the Client fails to fully or partially fulfill one or more of its obligations arising from this agreement, without the Client being entitled to a refund of prepaid fees or any compensation. Furthermore, the Service Provider is entitled to terminate the Agreement without further notice and automatically with immediate effect in case the Client has been declared bankrupt, has requested or accepted a judicial arrangement, or is generally in a state of suspension of payment.

14.3. In any case of premature termination of the agreement, the Client shall pay for all services provided by the Service Provider, as well as the costs incurred by the Service Provider as a result of this termination, plus a lump-sum compensation of 30% of the amount that the Service Provider could still invoice to the Client if the agreement had been fully executed. Any advance payment made shall in any case remain vested in the Service Provider. Furthermore, the Service Provider reserves the right to claim higher compensation if the actual damage suffered is greater than the lump-sum compensation determined above.

14.4. Upon termination of the agreement, the Service Provider shall immediately return all work instruments and documents (including but not limited to price lists, promotional material, technical and commercial data, samples, etc.) and any other information provided by the Client to the Service Provider.

Article 15: Invalidity and Previous Agreements

15.1. The invalidity or unenforceability of a provision of this agreement shall in no way affect the validity and enforceability of the other provisions of this agreement. The parties shall replace the void provision with another provision that as closely as possible reflects the purpose and intent of the void provision.

15.2. This agreement constitutes the entire agreement between the parties and supersedes all previous implicit or explicit, oral or written agreements that may have been concluded between the parties.

Article 16: Applicable Law and Jurisdiction

This agreement is governed by Belgian law. Any disputes shall be settled by the competent court of the judicial district of Antwerp, Division Turnhout.