TERMS AND CONDITIONS
ARTICLE 1. APPLICATION OF GENERAL TERMS AND CONDITIONS
These general terms and conditions apply to all offers by and all agreements with Are Agency (KBO number BE 0699.758.196), hereinafter “Are Agency”, even if conflicting provisions appear on client documents.
Purchase or other terms and conditions of the client are not applicable to Are Agency unless expressly accepted in writing by Are Agency.
ARTICLE 2. FORMATION OF THE AGREEMENT & COMMITMENT OF EFFORT
2.1 An agreement between Are Agency and the client is established when the client accepts a prepared quotation by signing, whether digitally or not, by a confirmation from the client via e-mail or Facebook (Messenger) or after the request to start the work.
2.3 The client is always responsible for the correct and timely delivery of information, cooperation and input regarding the services and works provided by Are Agency.
2.3 Any changes or additional services, whether in line with but not including the quotation, will be performed at the then current hourly rate unless otherwise agreed in writing.
2.4 Travel and relocation costs are always to be borne by the customer, unless otherwise expressly agreed.
ARTICLE 3. ORDER
3.1 Every order is an acceptance by the customer or client of our terms and conditions and only binding after written confirmation by our company. The customer’s signature on documents and his emails are binding on him.
3.2 Any person or company that places an order on behalf of a third party, or to bill to a third party, makes a representation to that third party, in accordance with Article 1120 of the Civil Code, and will be responsible for payment.
ARTICLE 4. CANCELLATION OF THE AGREEMENT AND/OR ORDER
4.1 The cancellation of the contract and/or order by the client is only possible as long as Are Agency has not yet started its work and upon payment of a compensation of 30% of the agreed price with a minimum of EUR 250.
4.2 Each agreement with a recurring monthly fee shall have an initial duration of twelve months and shall be renewed every six months thereafter, but shall be terminable at least one month before the end of the current commitment.
4.3 Any agreement shall be terminated by operation of law in case of bankruptcy of one of the parties. However, services already performed remain due and payable.
ARTICLE 5. DELIVERY
5.1 The commitments made by Are Agency are effort/resource commitments. Therefore, deadlines are always indicative. That is, the date of delivery is given only as an indication, but does not bind Are Agency. Delay in delivery does not entitle the customer to compensation for damages or price reduction, nor to rescind the contract.
5.2 If the parties have expressly agreed on a binding delivery period, this period shall be extended if the customer fails to transmit information, documents, originals or images (on time) and to accept the improved proofs (on time), or if the customer places additional orders.
ARTICLE 6. LIABILITY & RISK
6.1 For certain services, Are Agency works with specialized partners (e.g. for hosting). A description of the guarantees and liabilities of these partners are always available on request.
6.2 At the request of the client, 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 this third party.
6.3 At the request of the client, Are Agency may link its solutions to other systems managed by the client or a third party. Are Agency is not responsible or liable for unavailability of or errors directly or indirectly caused by such external systems.
6.4 The client shall respect the applicable legal provisions and any contractual obligations and shall indemnify Are Agency for all direct and indirect damages and costs caused by any breaches committed by the client, as well as claims of third parties. This indemnification shall continue to apply after the termination of the agreement.
6.5 Website development services are considered provisionally delivered and accepted as soon as they are presented to the customer for testing. After development, we provide transparent handover and installation. This preliminary acceptance will become final without written notice to the client after 4 weeks, which means that additional changes will be billed by Are Agency additionally on a directional basis.
6.6 The client expressly acknowledges that Are Agency can only be held liable for proven damages as a direct result of intentional fault of Are Agency.
6.7 Are Agency cannot be held liable for any fault (even gross fault) of its or its appointees, except in case of fraud. Are Agency shall in no event be liable for any consequential damages such as, for example, loss of anticipated profits, decrease in revenue, increased operational costs, loss of clientele, loss of information or data, etc., which the client or third parties may suffer as a result of any fault or negligence on the part of Are Agency or any appointee, external or otherwise.
6.8 In any case, the liability is limited to the amount, equal to the invoice amount of the last month of the commitment or the invoice amount for the development of the website, or the re-performance of the services, this always at the discretion of Are Agency. Are Agency’s total liability will never exceed the price paid by the client to Are Agency for the services that gave rise to the claim. Regarding services derived from suppliers, Are Agency does not assume any liability above or beyond that which the suppliers are willing to accept for their products or services.
6.9 All legal claims of the client against Are Agency, including claims for damages, shall expire three months after the relevant claim arose.
6.10 Are Agency undertakes to perform all services to be provided with care. All Are Agency services are effort/resource commitments. Are Agency is not liable for errors in execution due to insufficient or incorrect input by the client.
6.11 Are Agency cannot be held liable for the use of photographs or fonts supplied and/or approved by the client.
6.12 All goods belonging to the client and located at Are Agency are kept there at the client’s risk.
ARTICLE 7. OVERVIEW
7.1 Are Agency is not liable in case it is prevented from executing the agreement due to force majeure, or other circumstances beyond their control. Such as, among others: social conflicts, interruptions of the electricity network (including blackouts), interruptions of the communication network, unavailability of web hosting or social media,…
7.2 The client acknowledges that with regard to development in any form, by Are Agency, flawless operation of a computer configuration (the entirety 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,…) may result, among other things, in the loss of (even all) of the client’s programs and/or data. Accordingly, the customer undertakes to take such precautions as it deems necessary to limit the consequences of such circumstance. In addition, the customer expressly acknowledges that he can insure himself for the harmful consequences that such facts would result in for his business processes, managed customer and personal data and other data.
ARTICLE 8. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
8.1 Intellectual Property Rights means 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 drawings, models, patents, patents, domain names, know-how, as well as rights to databases, computer programs and semiconductors.
8.2 All rights to works developed by the client remain his property.
8.3 All rights to works developed by Are Agency remain the property of Are Agency at all times.
8.4 The parties accept that the concept of a website (in particular the construction of the website’s screens, main navigation, etc… will not be protected by intellectual property rights. The client can therefore find a similar structure in other websites developed by Are Agency.
8.5 Are Agency shall at all times have the right to mention or remove his/her name on, near, or in publicity surrounding the result of the assignment – in the manner customary for that result. The client is not permitted to publish or reproduce the result without Are Agency’s prior consent.
8.6 After completion of the order, neither the client nor Are Agency have a safekeeping obligation to each other regarding the materials and data used, unless otherwise agreed.
ARTICLE 9. PAYMENT METHODS
9.1 All our invoices are payable in full, without discount, on the due date and at the address stated on the invoice, unless otherwise stipulated.
9.2 Late payment entitles us to discontinue further deliveries or services in order to prevent further accumulation of credit balances, and this without a reminder from us.
9.3 Payment without any reservation of a portion of an invoice shall constitute full acceptance of that invoice.
9.4 In case of non-payment on the scheduled due date, a conventional interest of 10% per annum and increased by an irrevocable fixed damages clause of 15% with a minimum of 100 EUR shall be payable on the invoice amount by operation of law without any notice of default.
9.5 The non-payment on the due date of a single invoice makes the balance due on all other invoices, even those not due, immediately payable by operation of law.
- COMPLAINTS
10.1 All complaints, as well as comments and restrictions in connection with the invoice and/or the general terms and conditions stated thereon, must be sent by the customer within 8 days by registered and reasoned letter to the registered office of our company, under penalty of expiry.
10.2 The filing of a complaint does not release the customer from his payment obligation.
ARTICLE 11. DISPUTES AND JURISDICTION
11.1 The parties will initially attempt to resolve a dispute that has arisen by mutual agreement.
11.2 Belgian law shall apply between Are Agency and the client. All disputes, which directly or indirectly relate to the work or subjects under discussion, shall be subject to the courts of our registered office which shall have exclusive jurisdiction, unless one party, as first claimant, requests the Institute of Arbitration (www.euro-arbitration.org) to designate the Arbitral Tribunal, which shall settle each dispute according to the Standard Dispute Rules. This provision replaces all conflicting jurisdiction clauses.
ARTICLE 12. OTHER PROVISIONS
If any provision of these Terms and Conditions is null and void or destroyed, the remaining provisions of these Terms and Conditions shall remain in full force and effect. In that case, the parties will consult with the aim of agreeing on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and meaning of the void or voided provisions.
