TERMS AND CONDITIONS

ARTICLE 1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS

These general terms and conditions apply to all quotes from and all agreements with Are Agency (Company Registration Number BE 0699.758.196), hereinafter referred to as “Are Agency,” even if conflicting provisions are stated in the customer’s documents.

The customer’s terms and conditions of purchase or other terms and conditions do not apply to Are Agency, unless expressly accepted in writing by Are Agency.

ARTICLE 2. FORMATION OF THE AGREEMENT & BEST-EFFORTS OBLIGATION

2.1 An agreement between Are Agency and the client is formed when the client accepts a prepared quote by signing it—whether digitally or otherwise—by confirming it via email or Facebook (Messenger), or upon requesting that the work begin.

2.3 The client is always responsible for the accurate and timely provision of information, cooperation, and input regarding the services and work provided by Are Agency.

2.3 All changes or additional services, whether or not in line with but not limited to the quote, will be billed at the hourly rate in effect at that time, unless otherwise agreed in writing.

2.4 Travel and transportation costs shall always be borne by the customer, unless otherwise expressly agreed.

ARTICLE 3. ORDER

3.1 Each order constitutes the customer’s or client’s acceptance of our terms and conditions and is binding only after written confirmation by our company. The customer’s signature on documents and in emails is binding on the customer.

3.2 Any person or company that places an order on behalf of a third party, or to be invoiced to a third party, acts on behalf of that third party, in accordance with Article 1120 of the Civil Code, and shall be responsible for payment.

ARTICLE 4. CANCELLATION OF THE AGREEMENT AND/OR ORDER

4.1 The customer may cancel the agreement and/or order only if Are Agency has not yet commenced work and provided that compensation equal to 30% of the agreed price, with a minimum of 250 EUR, is paid.

4.2 Any agreement involving a monthly recurring payment has an initial term of twelve months and is thereafter automatically renewed every six months, but may be terminated at least one month before the end of the current term.
4.3 Any agreement shall be terminated by operation of law in the event of the bankruptcy of either party. However, payment for services already rendered remains due and payable.

ARTICLE 5. DELIVERY

5.1 The obligations undertaken by Are Agency are best-efforts obligations. Deadlines are therefore always indicative. This means that the delivery date is provided for informational purposes only and is not binding on Are Agency. A delay in delivery does not entitle the customer to compensation, a price reduction, or termination of the agreement.

5.2 If the parties have expressly agreed on a binding delivery deadline, that deadline shall be extended if the customer fails to provide information, documents, originals, or images (in a timely manner) and to accept the revised proofs (in a timely manner), or if the customer places additional orders.

ARTICLE 6. LIABILITY & RISK

6.1 For certain services, Are Agency collaborates with specialized partners (including for hosting). A description of these partners’ warranties and liability is always available upon request.

6.2 At the client’s request, Are Agency may take over the management of services or a platform provided or developed by a third party. Are Agency is not responsible or liable for any errors committed by that third party.

6.3 At the customer’s request, Are Agency may integrate its solutions with other systems managed by the customer or a third party. Are Agency is not responsible or liable for any unavailability of or errors caused directly or indirectly by such external systems.

6.4 The customer must comply with the applicable legal provisions and any contractual obligations and shall indemnify Are Agency against all direct and indirect damages and costs resulting from any violations committed by the customer, as well as any claims by third parties. This indemnification shall remain in effect even after the termination of the agreement.

6.5 Services related to website development are considered provisionally delivered and accepted as soon as they are presented to the customer for testing. Following development, we provide a transparent handover and installation. This provisional acceptance becomes final after 4 weeks unless the client provides written notice to the contrary, which means that any additional changes made by Are Agency will be billed separately on a time-and-materials basis.

6.6 The customer expressly acknowledges that Are Agency can only be held liable for proven damages that are a direct result of an intentional error on the part of Are Agency.

6.7 Are Agency cannot be held liable for any error (including gross negligence) on its part or on the part of its employees, except in cases of fraud. Under no circumstances shall Are Agency be held liable for any consequential damages, such as loss of anticipated profits, decline in revenue, increased operating costs, loss of clientele, loss of information or data, etc., which the client or third parties might suffer as a result of any error or negligence on the part of Are Agency or any employee, whether internal or external.

6.8 In any case, liability is limited to an amount equal to the invoice amount for the last month of the agreement or the invoice amount for the development of the website, or the cost of re-performing the services, at Are Agency’s sole discretion. Are Agency’s total liability shall never exceed the price paid by the customer to Are Agency for the services that gave rise to the claim. With regard to services provided by suppliers, Are Agency accepts no liability beyond or other than the liability that the suppliers are willing to accept for their products or services.

 

6.9 All legal claims by the customer against Are Agency, including claims for damages, expire three months after the claim in question arises.

6.10 Are Agency undertakes to perform all services to be provided with due care. All services provided by Are Agency are best-efforts obligations. Are Agency is not liable for errors in performance attributable to insufficient or incorrect input from the client.

6.11 Are Agency cannot be held liable for the use of photos or fonts provided and/or approved by the client.

6.12 All goods belonging to the customer and located at Are Agency are stored there at the customer’s risk.

ARTICLE 7. FORCE MAJEURE

7.1 Are Agency is not liable if it is prevented from performing the agreement due to force majeure or other circumstances beyond its control. Such as, among other things: labor disputes, power outages (including blackouts), communication network outages, unavailability of web hosting or social media, etc.

7.2 The customer acknowledges that, with regard to development in any form whatsoever by Are Agency, the flawless operation of a computer configuration (the combination of software and hardware) can never be guaranteed and that this, as well as certain cases of force majeure or malicious intent (hacking, denial of service, etc.) may, among other things, result in the loss of (even all) of the customer’s programs and/or data. The customer therefore undertakes to take the precautions it deems necessary to limit the consequences of such circumstances. Furthermore, the customer expressly acknowledges that he may obtain insurance against the harmful consequences that such events would have on his business processes, managed customer and personal data, and other data.

ARTICLE 8. INTELLECTUAL PROPERTY AND PROPERTY RIGHTS

8.1 “Intellectual property rights” means all intellectual, industrial, and other property rights (whether registered or unregistered), including, but not limited to, copyrights, neighboring rights, trademarks, trade names, logos, designs, models, or applications for registration as a design or model, patents, domain names, know-how, as well as rights to databases, computer programs, and semiconductors.

8.2 All rights to works developed by the customer remain the customer’s property.

8.3 All rights to works developed by Are Agency shall remain the property of Are Agency at all times.

8.4 The parties acknowledge that the design of a website (specifically, the layout of the website’s screens, main navigation, etc.) is not protected by intellectual property rights. The client may therefore find a similar layout on other websites developed by Are Agency.
8.5 Are Agency reserves the right at all times to include or remove its name on, alongside, or in publicity surrounding the result of the assignment—in the manner customary for such results—or to have it included or removed. The client is not permitted to publish or reproduce the result without mentioning Are Agency’s name without Are Agency’s prior consent.
8.6 Upon completion of the assignment, both the client and Are Agency remain obligated to each other to retain the materials and data used, unless otherwise agreed.

ARTICLE 9. PAYMENT TERMS

9.1 All of our invoices are payable in full, without any discount, on the due date and at the address indicated on the invoice, unless otherwise specified.

9.2 Failure to pay on time entitles us to suspend further deliveries or services in order to prevent the outstanding balance from increasing further, without the need for a reminder on our part.

9.3 Payment of any portion of an invoice without reservation shall constitute full acceptance of that invoice.

9.4 In the event ofpayment by the specified due date, contractual interest of 10% per annum shall be due by operation of law on the invoice amount, without any notice of default being required, and this shall be increased by an irrevocable lump-sum penalty of 15%, with a minimum of 100 EUR.

9.5 Failure to pay a single invoice by its due date shall render the balance due on all other invoices—even those not yet due—immediately payable by operation of law.

10. COMPLAINTS

10.1 All complaints, as well as comments and objections regarding the invoice and/or the general terms and conditions stated therein, must be sent by the customer—under penalty of forfeiture—within 8 days by registered letter, stating the reasons, to the registered office of our company.

10.2 Filing a complaint does not relieve the customer of their obligation to pay.

ARTICLE 11. DISPUTES AND GOVERNING LAW

11.1 The parties shall first attempt to resolve any dispute that arises through mutual consultation.

11.2 Belgian law governs the relationship between Are Agency and the client. All disputes directly or indirectly related to the work or matters under discussion shall be subject to the exclusive jurisdiction of the courts of our registered office, unless one party, as the first claimant, requests the Institute for Arbitration (www.euro-arbitration.org) to appoint an Arbitral Tribunal, which shall resolve any dispute in accordance with the Standard Dispute Rules. This provision supersedes any conflicting jurisdiction clauses.

ARTICLE 12. OTHER PROVISIONS

If any provision of these General Terms and Conditions is void or is set aside, the remaining provisions of these General Terms and Conditions shall remain in full force and effect. In that case, the parties shall consult with each other to agree on new provisions to replace the void or voidable provisions, taking into account, as much as possible, the purpose and intent of the void or voidable provisions.

ARTICLE 13. RECORDING OF CONVERSATIONS AND MEETINGS

To ensure the quality of our services and to support internal training and improvement efforts, conversations and (online) meetings may be recorded. By using our services, the customer agrees that such recordings may be made.

Recordings are treated confidentially and used exclusively for the purposes for which they were made. They are not retained longer than necessary and are not shared with third parties, unless required by law or necessary for the performance of the agreement.

If the customer objects to the recording of a specific conversation or meeting, they may indicate this prior to the recording.