1. General provisions
1.1. These General Terms and Conditions of Sale are applicable from the mutual signature of an order form or order confirmation via email.
1.2. Any and all prior oral or written arrangements and agreements with regard to the subject of these General Terms and Conditions of Sale are deemed to be invalid and replaced by the terms and conditions laid down herein.
1.3. The agreement is concluded on the basis of the prices and rates valid on the date of signature of the order form or order confirmation via email to which these General Terms and Conditions of Sale are applicable.
2. Web design services
2.1. The web design service consists of the development of a website according to the specifications of the customer on the one hand and, if expressly stipulated, the maintenance of the said website on the other hand.
2.2. A fixed hourly rate is charged for any and all performances with regard to development and maintenance of the aforementioned website, based on the actual number of work hours performed. This is not applicable to predetermined quotations.
2.3. When requesting an offer for web design services non-exhaustive price estimates are provided. A deviation between the offer amount and the actually invoiced amount shall never give cause to cancellation of this agreement, or to judicial claims on the part of the customer.
2.4. Any and all offers are valid for a period of 21 working days.
2.5. Upon signature of an order form to which these General Terms and Conditions of Sale are applicable 50% of the offer amount shall be invoiced by way of advance.
2.6. Upon completion of the finished website the complete payable amount is invoiced, minus the already paid advance.
2.7. Any and all expenses that are incurred by ‘Designaid bvba’ for the development of a specific application, including licences for the purchase and use of software, remain at the expensive of the customer, unless this is stipulated otherwise. Nonetheless, the customer is informed accordingly in advance.
2.8. With regard to the approval of the final result of the designs to be delivered ‘Designaid bvba’ commits to a best efforts obligation. On the basis of previously determined instructions on the part of the customer, ‘Designaid bvba’ shall pursue the best possible final result that complies with the said instructions within the degree of what is possible and reasonable.
3. Other services
3.1. Other services are always provided on the basis of additional contractual provisions, in consultation with the customer.
4. Payment modalities
4.1. The amounts that the customer is liable to pay pursuant to this agreement shall be invoiced as described elsewhere in this agreement, with the description of the various services, unless stipulated otherwise.
4.2. The invoices of ‘Designaid bvba’ are payable within at the latest 21 calendar days to be calculated from the date of the invoice, unless the invoice refers to a different time limit. After expiry of the payment term the customer shall by operation of law, automatically, and without demand be in default and subject to the payment of default interest, calculated on the basis of the statutory interest rate.
4.3. ‘Designaid bvba’ reserves the right to set a maximum invoice amount, depending on the payments of the customer. If the said maximum is attained then the customer can temporarily no longer request further payable services or implement further payable transactions until payment of the outstanding invoice or invoices.
5.1. ‘Designaid bvba’ can at all times, for organisational or technical reasons, change the technical specifications or features of its services. The customer is informed accordingly in advance if the said change affects its use of the services. In case of urgency, the customer is informed accordingly no later than one week after the change, without the latter giving cause to any compensation.
5.2. ‘Designaid bvba’ reserves the right to change prices and rates at any time. Customers with a valid agreement are always informed in writing of the said changes at least one month prior to the entry into force of the new prices and rates.
5.3. ‘Designaid bvba’ reserves the right to change these General Terms and Conditions of Sale at any time without prior notice.
5.4. The customer must inform ‘Designaid bvba’ in a timely fashion of each and every change with regard to the information supplied upon the conclusion of this agreement. Damages potentially incurred by ‘Designaid bvba’ or by the customer as a result of late communication of the said change shall always be at the expense of the customer.
6. Protection of the Personal Privacy
6.1. ‘Designaid bvba’ hereby informs the customer of the fact that the personal data supplied by the customer are stored in a data file and may be used for the commercial relationship between ‘Designaid bvba’ and the customer on the one hand, the client management, market survey, user profiling, direct marketing and mailing on the other hand. The aforementioned list is not exhaustive. The customer always has access to the said data and can, in case of inaccuracies, request relevant correction in accordance with the legislation on the protection of the personal privacy dated 8 December 1992.
7.1. ‘Designaid bvba’ shall not be liable for any damages resulting from non-compliance with the provisions set forth in this agreement. In addition, ‘Designaid bvba’ shall by no means and in no way whatsoever be liable for any damages, including indirect losses, trading losses, lost income, lost profit or lost savings, additional expenses, financial losses or loss of or damage to data, that are related to or are the result of the suspension, disruption or quality of the services delivered.
8.1. The customer cannot transfer this agreement or a part of it to another (legal) person or entity without the express written consent of ‘Designaid bvba’.
8.2. Following the transfer any and all rights and obligations pursuant to this agreement are transferred to the transferee, who accepts. The transferee and the transferor must submit documentary evidence of the transfer of the agreement signed by both parties to ‘Designaid bvba’.
9.1. Digital delivery is understood as: the delivery of the design on a CD-Rom or by email.
9.2. If the customer fails to, in a timely and clear fashion, supply information and/or material that ‘Designaid bvba’ deems to be required for the delivery of its performances then the contract is suspended until the customer supplies the necessary information and the date of delivery shall irrevocably be changed to a later time. It is not possible to claim any compensation whatsoever from ‘Designaid bvba’.
10. Payment default, suspension, and termination
10. 1. Each and every invoice issued by ‘Designaid bvba’ is deemed to be accepted definitively by the customer if it is not disputed within 8 days after receipt by registered letter in which the reasons for the dispute are elaborated.
10. 2 In case of non-payment ‘Designaid bvba’ shall be entitled to, after written notice, suspend all activities.
10. 3. In case of non-payment compensation shall be payable from the due date by operation of law and without demand equal to 15%, with a minimum of € 75.00, as well as default interest at a rate of 1% per month.
10.4 If an invoice is not paid within the due date of 21 days then a reminder is sent. Administrative costs can be charged for this.
10.5. If the reminder remains without effect then ‘Designaid bvba’ shall suspend any and all pending services until payment in full of any and all outstanding balances has taken place. The said suspension does not prejudice the right to claim payment in full of any and all outstanding amounts. The said suspension can by no means give cause to judicial claims on the part of the customer.
10.6. If it clearly becomes apparent that the customer cannot settle the outstanding invoices (e.g. on account of insolvency or discontinuation of payments), or informs not to be willing to do so, then ‘Designaid bvba’ can terminate this agreement with immediate effect and irrevocably by operation of law and without a notice of default being required, without notice or compensation. This neither prejudices the right to claim payment in full of any and all outstanding amounts.
10.7. In case of serious and/or recurring violations of this agreement on the part of the customer, or in case of urgency or in case of an order and/or ruling of official authorities or the court, the agreement can be suspended or terminated, as intended in the previous articles.
10.8. A suspension can only be cancelled if there is sufficient evidence of compliance by the customer with any and all obligations.
10.9. In all instances of termination, by ‘Designaid bvba’ or by the customer, any and all fees for pending services shall remain payable up to the effective day of termination of the agreement. In case of termination ‘Designaid bvba’ remains entitled to claim payment in full of any and all outstanding amounts, plus interest, as well as compensation for damages that it incurred as a result of acts or omissions of the customer.
10.10. Any and all potential administrative charges for the termination of this agreement, both by ‘Designaid bvba’ and by the customer, shall always be at the expense of the customer.
10.11. Barring express and written deviation from this article, any and all data that may be present on a computer or server managed by ‘Designaid bvba’ shall be erased upon termination of this agreement. Loss of the said data can by no means give cause to judicial claims on the part of the customer.
10.12. Any and all disputes pertain to the jurisdiction of the court of Antwerp.