Article 1. Scope of the general terms and conditions
1.1. These general terms and conditions apply to all offers from and all agreements with dev+, notwithstanding any contrary provisions mentioned on the customer’s documents. By placing an offer, the customer accepts the general terms and conditions of dev+.
Article 2. Offers and quotations – order confirmation
2.1. All offers and quotations made by dev+ are not binding until they are accepted by the customer. The agreement becomes effective when the customer approves the offer through Harvest. Any order or order confirmation by the customer shall oblige the customer. The agreement replaces any prior oral and/or written arrangements. The execution of the order begins from the receipt of the advance.
2.2. Any change in the scope/functionality during and/or after the process is performed on a time and material basis at the hourly rate applicable at that moment, unless agreed otherwise.
Article 3. Cancellation of the order
3.1. The cancellation of an order by the customer is possible as long dev+ has not started its activities and subject to the payment of damages amounting to 10% of the agreed price, with a minimum of € 500.
Article 4. Delivery
4.1. The delivery periods specified are only indicative and shall not be binding upon dev+. A delay in the delivery shall not entitle the customer to damages or a price reduction, or the termination of the agreement.
4.2. If parties expressly agree a binding delivery term, the term is prolonged if the customer fails to submit information, lay-out files, accompanying documents, originals or images (in time), both before and during the development, and accept the corrected test version (in time), or if the customer places additional orders. Lay-out files, developed in accordance with the scope / functionality of the offer, must be delivered before the execution of the order if the agreed delivery term is to be respected.
Article 5. Payment modalities
5.1. Unless otherwise agreed, invoices issued by dev+ are payable in cash. Dev+ must be informed of any dispute by registered letter within seven working days after sending the invoice. A dispute shall not justify any postponement or suspension of payment.
5.2. All invoices are payable on the due date by transfer to the bank account number of dev+. Every payment shall be set off against the oldest outstanding invoice, and first with the interest and costs due. Any discounts granted become null and void if the general terms and conditions of sale are not respected.
5.3. If the customer fails to pay within 8 days after the receipt of a reminder to this effect sent by dev+, the customer owes dev+ a late payment interest at the rate of interest laid down in article 5 of the Law of 2 August 2002 on Combating Late Payment in Commercial Transactions. In that case, the customer also has to pay lump-sum damages amounting to 10% of the invoice amount with a minimum of € 125. The interest due is calculated from the date of the reminder until the date of full payment. Furthermore, dev+ reserves the right to suspend the further execution of its obligations until the customer pays the outstanding invoices. In case of a delay in payment by the customer, all sums due become immediately payable.
In that case the customer may not use the creations made by dev+.
5.4 The works shall only be delivered after payment of 30% of the invoices. The source code and the intellectual property rights attached to the visual design of the website shall only be transferred after the customer paid the full amount of the approved offer.
5.5 Web projects put on hold by the customer shall not give rise to a suspension of payment. For projects suspended for more than 6 weeks, a restart fee shall be charged in proportion to the time required to restart the project.
5.6. dev+ may terminate the agreement immediately and/or block the access to the services (for example, the website) in whole or in part and temporarily or not, if the customer fails to comply in whole or in part with one or more of his obligations arising from this agreement (such as the non-payment of the invoice). In that case, the customer is not entitled to the repayment of the fees paid in advance or any damages. dev+ shall in any case inform the customer. Furthermore, dev+ is entitled to terminate the agreement without further notice of default and by operation of law if the customer is declared bankrupt, applied for or accepted composition, or more in general if the customer suspended payments.
Article 6. Liability – General
6.1. dev+ covenants and agrees to provide all services with due care and diligence. All services performed by dev+ are obligations of means. dev+ is not liable for any errors in the execution due to insufficient or wrong input from the customer. After the development of a website, dev+ shall ensure a transparent transfer and installation. dev+ also grants a six weeks’ guarantee period, after the trial delivery, to process technical bugs. The test delivery is considered as the provisional acceptance by the customer. Without any formal written notice, the provisional acceptance becomes final after six weeks.
6.2. dev+ shall not be held liable for any error (not even a serious error) committed by dev+ or its employees, except in case of deceit. Regardless of the cause, form or object of the claim which invoked the liability, Dev+ shall not be held liable for any consequential damage such as the loss of expected profit, loss of turnover, increased operational expenses or loss of customers suffered by the customer or third parties as a result of an error or negligence of dev+ or an employee.
6.3. The liability of dev+ with respect to the services provided to the customer is in any case limited either to the repayment of the price paid by the customer or the provision of new services, at the election of dev+. The total liability of dev+ shall never be more than the price paid by the customer to dev+ for the services causing the damage.
6.4. With respect to services provided by third suppliers, dev+ accepts no liability in addition to or other than the liability accepted by the third suppliers for their products or services.
6.5. dev+ shall not be held liable for the use of photos or fonts delivered and/or approved by the customer.
Article 7. Liability software
7.1. Without prejudice to article 6, the following applies with respect to software: the flawless operation of a computer configuration (the combination of hardware and software) can never be fully guaranteed, due to external elements (power breakdown, power failure, lightning strike, …) or elements characteristic for the computer configuration (defects, network failures, undetected errors in system and application software, …) so that the unexpected loss of (even all) programmes and/or data may occur. The customer covenants and agrees to install the appropriate mechanisms to secure, store and repair data.
Article 8. Intellectual property rights
8.1. Intellectual property rights are: all intellectual, industrial and other property rights (whether or not they are registered), including but not limited to copyright, neighbouring rights, brand names, trade names, logos, drawings, models or applications to register as drawings or models, patents, application for patents, domain names, know-how and data base rights, computer programmes and semiconductors.
8.2. Both parties accept that in principle the concept of a website (i.e. the screen layout of the website, main navigation) in principle shall not be protected by intellectual property rights. The customer may find a similar construction on other sites developed by dev+
8.3. The customer shall respect the intellectual property rights of dev+ at all times and make every reasonable effort to protect these rights. The customer shall inform dev+ immediately of any infringement by third parties of the intellectual property rights of dev+ of which he is aware.
Article 9. Hosting services
9.1. For hosting services, dev+ 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 adjusted or amended by the hosting partner. At the customer’s first request, dev+ shall present the customer a copy of the current version of the SLA.
9.2. The hosting services are provided by dev+ to the customer on an annual basis, subject to the payment of the fee by the customer. The actual price list may be requested from dev+ and may be adjusted each year. If the customer wants to cancel this service, he shall do this at the latest 1 month before the expiry date of the current period (= invoice date + 12 months). The notice must be sent to dev+ by registered letter and by email. In case of the late cancellation, the customer shall pay the fee for the next year.
9.3. Example: if the customer takes the domain name as from 1 February 2018, the hosting service ends on 1 February 2019. In that case, to be valid, the notice must be given before 31 December 2018.
Article 10. Domain name
10.1. If the customers orders a domain name through dev+, the rights attached to this domain name correspond exclusively to the customer. Dev+ as agent shall take care of the management of this domain name provided the customer pays the corresponding annual fee to dev+. This management agreement is entered into for an indefinite duration and may be terminated by a one month’s notice sent by registered letter before the anniversary of the domain name registration.
Article 11. Termination of the agreement
11.1. If the customer commits a serious breach of contract and fails to remedy it within 8 days after the receipt of a notice of default sent by registered letter, dev+ may either (i) suspend the agreement until the customer meets his obligations, or (ii) terminate the agreement immediately. The non-payment of one or more invoices on due date shall always be considered as a serious breach of contract.
11.2. Upon termination of the agreement, the customer shall pay all services provided by dev+ together with the costs incurred by dev+ as a result of this termination, increased by lump-sum damages of 30% of the amount dev+ could have invoiced to the customer should the agreement have been executed completely. The advance paid, if any, shall remain acquired by dev+. Furthermore, dev+ reserves the right to claim additional damages if there is proof that the damage actually suffered is higher than the lump-sum agreed above.
11.3. Every party, however, accepts to grant the other party a reasonable period to remedy the shortcomings, if any, and shall always try to settle the matter amicably.
Article 12. Solicitation
12.1. The customer covenants and agrees as from the initial date of collaboration until 24 months after the termination not to recruit or attempt to recruit neither full-time nor part-time, neither directly nor indirectly, or on any other basis any personnel of dev+. “Personnel” means all permanent employees and freelancers of dev+.
12.2. If the customer fails to respect this article, the customer shall pay damages amounting to the gross annual salary of the person involved.
Article 13. Confidentiality
13.1. Parties covenant and agree not to disclose the commercial and technical information and company secrets received from the other party, even after the termination of the agreement. The information received shall only be used for the execution of the agreement.
Article 14. Processing of personal data
14.1. Insofar the customer processes personal data on the server of dev+, dev+ has the capacity of processor. The customer has the capacity of controller for the processing of personal data within the sense of the Law on the Processing of Personal Data. The customer covenants and agrees to comply with the obligations imposed on the controller, as laid down by law.
14.2. In the context of the services provided the customers, dev+ processes the personal data of the contact persons appointed by the customer. Their contact information shall be processed for the purpose of “customer management”, i.e. to contact the customer with respect to the services. A contact person is entitled to examine and correct his data.
Article 15. Reference
15.1. The customer agrees that the work performed by dev+ for the customer may be included in the dev+ reference portfolio.
Article 16. Force majeure
16.1. Force majeure situations, such as strikes, public unrest, administrative measures and other unexpected events beyond the control of dev+, shall exempt dev+ from its obligations for the duration of the period and the extent of the force majeure event. In that case, the customer shall not be entitled to a price reduction or damages.
Article 17. Nullity
17.1. If a provision of these general terms and conditions is null and void, the other provisions shall remain fully effective and dev+ and the customer shall replace the invalid provisions by another provision, which shall have an effect as close as possible to that of the invalid provision.
Article 18. Applicable law – jurisdiction
18.1. Belgian laws applies to the agreements entered into by dev+. Any dispute with respect to the conclusion, validity, execution and/or termination of this agreement shall be settled by the competent courts of Ghent.