Terms and Conditions of Innovatus BVBA
BE 0835 315 795
These terms and conditions apply to all deliveries by Innovatus BVBA, unless explicitly stated otherwise in a written agreement.
By signing an agreement with Innovatus BVBA or by confirming a quotation or order per email, the Client declares they are aware of these delivery terms and hereby accepts them.
These conditions were determined on April 1st, 2018.
Website: a coherent set of digital Internet pages, including any accompanying digital images, scripts and databases.
Maintenance of a website: the placement of new information provided by the client (texts, images or data in any type or form) on the client's existing website, by Innovatus BVBA.
Client: the natural or legal person with whom Innovatus BVBA comes to an agreement in regard to providing services.
Web application or CMS: a coherent set of digital internet pages, including any accompanying digital images, scripts and databases, which enables, after the possibility of a user logging in, the customisation of content on a different or an associated website.
Webhosting: the system or space on which the website, web application or CMS is placed and hosted. This includes all services such as redirecting a potential domain name and logging in per FTP.
By signing an agreement with Innovatus BVBA, a purchase order from Innovatus BVBA, or by confirming a quotation or order per email, the Client declares they are aware of these delivery terms, and hereby accepts them.
Deviations from the general terms of delivery are only possible if they have been agreed upon in writing at the time of the conclusion of the agreement between Innovatus BVBA and the Client.
c) OFFER AND ACCEPTANCE
All offers and quotations by Innovatus BVBA are without charge.
Offers and quotations by Innovatus BVBA remain valid for thirty (30) days unless otherwise specified by Innovatus BVBA.
Changes to the original agreement between the Client and Innovatus BVBA are exclusively valid from the moment these changes are stipulated in an additional or amended agreement, signed by both the Client and Innovatus BVBA.
A composite quotation does not oblige Innovatus BVBA to perform part of the works in exchange for part of the stipulated price.
Offers or quotations are exclusively valid in relation to the works they are related to and do not bind Innovatus BVBA to other and future assignments.
The Client and Innovatus BVBA mutually acknowledge the evidence value of emails in court.
d) IMPLEMENTATION OF THE AGREEMENT
Innovatus BVBA will execute the agreement to its best insight and ability, and in accordance with the requirements of good workmanship.
If and to the extent that a proper execution of the agreement requires it, Innovatus BVBA has the right to outsource some work activities to third parties.
The Client shall insure that all data, which Innovatus BVBA indicates are necessary, or which the Client should reasonably understand are necessary for the execution of the agreement, are provided in time and without delay to Innovatus BVBA.
In case the data are not provided to Innovatus BVBA in a timely manner, Innovatus BVBA has the right to suspend the execution of the agreement and/or charge the Client for any additional costs resulting from the delay, in accordance with the usual rates.
Innovatus BVBA is not liable for damage of any kind as a consequence of the use of incorrect and/or incomplete data provided by the Client.
In case it is agreed that the agreement is executed in phases, Innovatus BVBA may suspend the execution of the parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client indemnifies Innovatus BVBA from any third party claims, which could suffer damage attributable to the Client, in connection to the execution of the agreement.
e) DURATION OF THE AGREEMENT AND TERMINATION
Unless otherwise agreed upon between both parties, any assignment executed by Innovatus BVBA will be considered to be a one-off commitment.
Delivery terms and periods within which the agreement will be executed are determined in the agreement itself.
Insofar the agreement between the Client and Innovatus BVBA entails an entire or partly maintenance contract, the terms of these will be stated separately in the agreement itself.
Innovatus BVBA can immediately terminate an agreement with the Client if the Client, does not behave properly and entirely in accordance with the agreed upon agreements with Innovatus BVBA, including the corresponding delivery terms.
Innovatus BVBA has the right to terminate the agreement without any notice or legal intervention with immediate effect if the Client has declared bankruptcy, appeals to the Company's Continuity Act or has otherwise lost the free management of its assets. The Client is not entitled to any damages.
f) DELIVERY AND DELIVERY TIME
Innovatus BVBA will commence creating the agreed upon products and/or services as soon as it receives the required data, texts and/or visual material, and will inform the Client of the estimated delivery time.
Delivery time is always an estimate and depends on the timely availability of the necessary data, texts and/or visual material concerning the specific assignment, by Innovatus BVBA.
In case Innovatus BVBA unexpectedly is unable to meet its obligations within the agreed upon delivery period, Innovatus BVBA can only be in default by means of writing, and will be given a minimum of 21 business days to fulfil its obligations.
g) FORCE MAJEURE
Innovatus BVBA does not accept liability whatsoever if Innovatus BVBA cannot fulfil its obligations due to force majeure. In the event a force majeure temporarily takes place, Innovatus BVBA will still be in compliance with all of its obligations from the moment it is reasonably possible once more. If, after joint consultation between the Client and Innovatus BVBA, it is not deemed possible any longer, the agreement will be jointly reviewed or dissolved. Any existing services provided by Innovatus BVBA until the moment of the force majeure, will still be billed.
All prices mentioned in quotes or agreements are exclusive of VAT, unless explicitly stated otherwise.
Changes to tariffs are announced to the Client by Innovatus BVBA at least one (1) month in advance. The Client is entitled to terminate the agreement from the moment the adjusted tariffs become effective.
The expiry date of the invoices drawn up by Innovatus BVBA is seven (7) days unless explicitly stated otherwise in writing between the parties.
In the event the agreement includes an entire or partial maintenance agreement, the Innovatus BVBA will send an invoice to the Client at the beginning of each agreed upon maintenance period.
The Client is obliged to pay the due amount within seven (7) days after Innovatus BVBA sends its invoice. The maintenance period and the related payment period may be changed in a written agreement.
Innovatus BVBA reserves the right to temporarily suspend any on-going work or services provided until the Client has paid the outstanding invoice.
From the moment the Client exceeds the payment period of the respective invoices, he is considered to be in default without explicit notice.
From then onward, the provisions of the Law of August 2nd, 2002 concerning the combating of late payments in commercial transactions will apply.
Comments regarding the invoices issues by Innovatus BVBA must be handed over to Innovatus BVBA within seven (7) days after the invoice has been sent, by registered mail.
The client is entitled to use the goods and/or services provided from the moment they have fulfilled all of their obligations to Innovatus BVBA.
All material created by Innovatus BVBA and website applications designed by Innovatus BVBA may not be adjusted or processed in other applications than those for which they were originally created without the explicit permission of Innovatus BVBA, unless explicitly stated otherwise between both parties, in writing.
Innovatus BVBA retains the proprietary right of any and all ideas, concepts or designs provided by Innovatus BVBA, unless explicitly agreed upon otherwise between both parties. In case of the latter, Innovatus BVBA may charge a fee.
In case of copyright infringement, Innovatus BVBA is entitled to charge the Client a fee. This fee will amount to at least fifty (50) per cent of the amounts invoiced by Innovatus BVBA to the Client for the particular project.
In case of a misunderstanding about said copyright, Innovatus BVBA is not liable for the consequences and potential damage to the Client or third parties as a result of the use of the products, applications and programmes provided by Innovatus BVBA.
The client only has a warranty due to hidden defects under the following conditions:
• Timely and full payment of the fee • Notification per registered mail within 24 hours after the defect was discovered or reasonably assumed to have been known
The warranty is limited to a free solution of the defect or refund of its price, per choice of Innovatus BVBA, and is exclusively valid within the first three (3) months after delivery.
Under no circumstances shall Innovatus BVBA be liable for consequential damages of any kind whatsoever. Innovatus BVBA is not responsible for defects that result from improper use by the Client or any third parties.
The client will be given a warranty under visible defects, provided that they have reported these to Innovatus BVBA within eight (8) days of delivery.
Under no circumstances shall Innovatus BVBA be liable for indirect damage such as commercial or financial losses, loss of data, loss of reputation, profit or loss of turnover, loss of customers or losses resulting from legal action by third parties against the Client.
Innovatus BVBA cannot be held liable for any failure of the Internet connection due to technical issues or other defects both inside and outside of the network. The Client is solely responsible for the proper use of the product, the service or software, taking into account the specifications, documentation and instructions as given by Innovatus BVBA.
Innovatus BVBA shall exclusively be liable to the Client for the actual and proven loss arising from the obligations entered into with Innovatus BVBA, thus excluding any other implied or not-in-writing obligations.
The liability of Innovatus BVBA according to, or in connection with, an agreement concluded with Innovatus BVBA will, under no circumstances, exceed the total of the amount, due to the claim or series of claims arising from the same fact or same cause, charged to and effectively paid by the Client as the purchase price or recurring service provider costs over the period of one month preceding the incident relating to the specific project concerning said claim.
The Client must keep in mind that third parties may copy information transmitted per the Internet. Innovatus BVBA cannot be held liable for damage in any form whatsoever caused by sending confidential or secret information.
Innovatus BVBA is neither responsible nor liable for the content of the material submitted by the Client, which is placed on the Client's website. The content of the dissemination and publication remains the responsibility of the Client in any and all circumstances. Innovatus BVBA is not expected to restrict or oversee this, nor may Innovatus BVBA be held liable for the content of its own publication. All necessary copyrights, fees, expenses or fines are borne by the Client.
The Client must immediately notify Innovatus BVBA of any changes to the identity data of the Client. If the Client fails to do so, they are fully liable for any resulting damage caused by Innovatus BVBA.
a) TRANSFER RIGHTS AND OBLIGATIONS
Neither Innovatus BVBA nor the Client shall be entitled to transfer their rights or obligations arising from agreements agreed upon to third parties without the prior written consent of the other party.
The Client has the opportunity to report clearly identified defects to the products delivered within seven (7) days after delivery to Innovatus BVBA, after which Innovatus BVBA will attempt to rectify these defects. If no defects are reported to Innovatus BVBA within said deadline, any possibility of protest will expire.
Wrongful information provided by the Client, which leads to defects in the delivered goods/services, is explicitly not considered to be a defect.
Protest does not suspend the obligations of the Client.
c) AMENDMENTS OF CONDITIONS
Innovatus BVBA reserves the right to amend or supplement these general delivery terms and conditions.
Amendments also apply to already concluded agreements, taking into account a period of thirty (30) days after written announcement of the amendments.
If the Client does not agree with the amended general terms of delivery, they are entitled to dissolve the agreement as of the date of amendment of the general delivery terms and conditions, or within seven (7) days of the receipt date of the amendment of the general delivery terms and conditions if this receipt date is later than the effective date of the amendment.
Innovatus BVBA will not provide the Client's personal information to third parties without there being any legal obligation. This also applies to the confidential information provided for the purpose of conducting an agreement with Innovatus BVBA.
When the Client chooses another webhost to take care of the webhosting, they are bound to the conditions this webhost stipulates.
If necessary, changes to the agreement may be made after written confirmation from both parties. This might mean the agreed delivery time changes. Innovatus BVBA will inform the Client as soon as possible of the new delivery date as well as the financial consequences.
Innovatus BVBA is free to refer to the delivered final products by means of promotional purposes, unless explicitly agreed otherwise.
e) DISPUTES AND APPLICABLE LAW
If one or several articles of these terms are declared to be invalid in court, the other provisions of these Terms and Conditions will remain in full force and Innovatus BVBA and the Client shall engage in joint consultation in order to replace the void articles with replacements.
All offers and agreements concluded under these terms, are exclusively subject to Belgian law.
The competent court of the Borough of Mechelen or the District Court of Mechelen may exclusively rule upon all disputes, arising directly or indirectly out of this agreement or related thereto.
With these terms, all previous copies have expired. These terms were published on the website of Innovatus BVBA on April 1st, 2018.