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These general terms and conditions apply to all offers and agreements arising between Filip Coertjens (hereinafter: “Frametales”), located at Meubelstraat 10 in 2800 Mechelen (Belgium), with company number BE0500.515.545, and its counterparts (“Client”). Terms or conditions set by the Client that deviate from, or do not appear in, these general terms and conditions are only binding for Frametales if and insofar as this has been expressly accepted in writing.
Installation and maintenance of works
Quotation and acceptance
Frametales draws up an offer in which Frametales indicates which work (“the Services”) Frametales offers to perform, what is included in the Services and what amount will be due for this. Only the description of the Services indicated in the offer is binding.
In general, the Services include designing websites, visual identities, layout, texts, designs, photos, movies, sound recordings, image logos and anything related to the graphical development of this. Other activities will only be performed if this is stated in the offer.
A quotation is without obligation and valid for 30 days after shipment, unless stated otherwise in the quotation. Frametales can never be obliged to accept an acceptance after this period, but if Frametales does so, the offer will still be accepted.
The agreement is concluded at the moment that the notice of acceptance of the offer by the Client is received by Frametales. The offer must be signed by the Client and returned in writing or by email.
If the Client does not explicitly indicate that he agrees to the quotation, but nevertheless agrees, or gives the impression, that Frametales carries out work that falls within the description of the Services. the offer is considered accepted. This also applies if the Client requests Frametales to perform certain activities without waiting for a formal offer.
Changing the Services is only possible with the consent of both parties, except as otherwise provided in these terms and conditions. Frametales will request additional work at the usual hourly rate. It will be indicated in advance that additional work is involved. If proper execution of the Services requires this, Frametales has the right to have certain work done by third parties. Frametales is and remains responsible to the Client.
Performance of the services
After the agreement has been concluded, the Services will be performed by Frametales as soon as possible in accordance with the offer, taking into account the Client's reasonable wishes.
The Client is obliged to do everything that is reasonably desirable and necessary to enable the correct and timely performance of the Services. In particular, the Client will ensure that all data, which Frametales indicates are necessary or which the Client should reasonably understand to be necessary for the performance of the Services, is provided to Frametales in a timely manner.
The Client will give Frametales access to all places, services and accounts under its management (such as web hosting) that Frametales reasonably needs to provide the Services. In special cases it can be agreed that the Client will place the necessary data or make adjustments to these services or accounts.
Frametales guarantees that the Services are performed carefully, properly and as well as possible. If proper execution of the Services requires this, Frametales has the right to have certain work performed by third parties. Frametales is and remains responsible to the Client.
Frametales is entitled, but never obliged, to investigate the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and to suspend the agreed work until the Client has identified the relevant work, if any imperfections are found. has removed imperfections.
Frametales has the right to (temporarily) not or only provide the Services if the Client fails to fulfill an obligation to Frametales with regard to the agreement or acts contrary to these general terms and conditions.
Development of the works
With regard to the development, setting and / or adaptation of Works such as websites, applications, lay-out, data files, software, documentation, advice, reports, analyzes, designs, texts, photos, films, sound recordings, images, audiovisual material, logos or house styles (hereinafter: “Works”), the provisions of this article apply.
Frametales makes no guarantees with regard to functioning when using non-current or outdated operating systems, browsers, plugins, scripts, other software, and hardware unless and insofar as stated otherwise in the offer.
Frametales is entitled, but never obliged, to investigate the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and to suspend the agreed work until the Client has identified the relevant work, if any imperfections are found. has removed imperfections.
If a Service requires the Client to supply source materials to Frametales, the Client guarantees at all times that it has all the licenses that are necessary for the provision and intended use by Frametales. The Client indemnifies Frametales against claims from third parties with regard to violation of these rights.
Frametales has the right, unless otherwise agreed, to use third party images, software and components, including stock photos and open source software, when developing, configuring or modifying Works.
After delivery, the responsibility lies with correct compliance with the relevant third-party licenses when using the developed Works at the Client. Frametales will provide the Client with adequate information about the applicable license conditions.
The Client indemnifies Frametales against claims from third parties regarding installation and licenses of the software, except insofar as the claims are the result of information or licenses provided by Frametales.
Frametales will only make the source files (such as, but not limited to, AI, EPS, PSD, HTML / CSS) of the delivered Works available to the Client if custom work has been delivered.
Frametales will keep source files of the Works as long as Frametales provides Services for the Client, or it is plausible that Frametales will provide Services for the Client. Frametales is entitled to delete the source files after this period. If the Client only gives follow-up orders for these Works after this period, Frametales is entitled to charge costs for the redevelopment, repair or recovery of these source files.
Delivery and acceptance
Frametales will develop or modify Works or deliver parts thereof when in its professional opinion they meet the specifications or are suitable for use.
The Client must then evaluate and approve or reject the delivered work within 14 days of delivery. If the Client does not reject the delivered work within this period, the delivered work is deemed to have been accepted. If a Work is delivered in phases, the Client must give approval or rejection of the part of the Work of that phase after completion of each phase in the manner as stipulated in the previous paragraph. The Client may not base an approval or rejection at a later stage on aspects that have been approved at an earlier stage.
If the Client rejects the delivered work in whole or in part, Frametales will endeavor to remove the reason for rejection as soon as possible. Frametales can do this by revising the result or stating why the reason does not apply. The client then has a period of 14 days to approve or reject the revision or motivation.
If the Client has rejected the delivered work in whole or in part after the first revision or motivation, in the opinion of Frametales a reasonable number of revision rounds will follow.
If a party indicates that it does not consider further revisions to be meaningful (anymore), both parties are entitled to terminate the agreement with regard to what has been rejected. In that case, the Client will reimburse the hours actually worked by Frametales, with a maximum of the amount offered for the rejected offer. However, the client is not entitled to use the rejected in any way whatsoever. Frametales can only cancel after having indicated at a revision or motivation that it is the latest and that the Client also rejects it in whole or in part.
After acceptance of the delivered goods, any liability for defects in the delivered goods will lapse, unless Frametales knew or should have known the defect at the time of acceptance. In any case, any liability for defects in a Work will lapse after one year after termination of the Agreement for whatever reason.
Intellectual property rights
Frametales uses open source software for its activities, the rights of which lie with third parties. For works made by Frametales itself, the rights lie with Frametales, unless it has been agreed in writing with the Client that the rights have been transferred.
If the license of certain open source software implies that the Client can only distribute (parts of) the software as open source, Frametales will inform the Client about this in time.
The Client is only entitled to make changes to Works that it receives if explicitly agreed upon
The Works developed by Frametales remain the property of the Client and will receive a non-exclusive right of use.
The Client is not permitted to remove or change any indications concerning copyrights, brands, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the project.
Frametales is allowed to take technical measures to protect the materials. If Frametales has secured the materials by means of technical protection, the Client is not permitted to remove or protect this protection.
Any use, reproduction or disclosure of the materials that is outside the scope of the agreement or rights of use granted is considered a copyright infringement. The Client will pay Frametales an immediately due and unenforceable fine of EUR 20,000 per infringement. This is without prejudice to Frametales' right to claim damages for the infringement or to take other legal action to terminate the infringement.
Frametales is at all times entitled to refer for promotional purposes as a reference to the services and / or products supplied, stating the customer's identity details, unless expressly agreed otherwise.
Installation and maintenance of works
If this has been agreed as a Service, Frametales will install and configure the Works or software or other data to be agreed on a hardware, software and network environment to be designated by the Client. The choice, purchase and management of this hardware, software and network environment is the sole and full responsibility of the Client. Frametales will provide guidance on the desired configuration. If the designated environment does not meet Frametales requirements, we are entitled to refuse installation or configuration.
At the request of Frametales employees and auxiliary persons of Frametales, the Client will provide all necessary access to the environment to enable installation, configuration, maintenance and adjustments of the software. Physical access to hardware will only take place if this is necessary, and only after prior consultation with the Client.
If licenses from third parties are necessary for the use of Works, the Client will purchase these licenses and ensure that the provisions contained therein are strictly observed. The Client indemnifies Frametales against claims from third parties regarding the installation and licenses of the software, except insofar as the claims are the result of information or licenses supplied by Frametales. If the Client wishes to implement a change to a Work independently, this will be entirely at the Client's own risk and responsibility, unless the Client has notified Frametales of the desired change in advance and we have approved it in writing. Frametales may attach conditions to this approval. Frametales can refuse further maintenance on the changed or carry out an hourly surcharge in the event of changes that take place without its approval.
Changes to the services
All changes to the Services, either at the request of the Client, or as a result of the fact that due to any circumstances, a different implementation is necessary, if additional costs are involved, will be considered additional work and insofar as there are fewer costs involved. as less work. These will be invoiced to the Client accordingly.
If Frametales has to perform more work than Frametales should have foreseen at the time of the quotation, or should work under more difficult circumstances than he was or should have been known when entering into the agreement, Frametales is entitled to pay the additional costs ensuing therefrom. To charge the client.
A condition for the right from the previous paragraph is that Frametales has timely informed the Client about the circumstances and additional costs referred to there. If the Client cannot agree to the additional costs involved, he has the right to cancel the part of the additional work that has not yet been carried out, but without the right to a refund or remission of the costs of additional work already carried out.
Prices and payment
All prices are in euros, unless otherwise agreed with the Client.
Frametales will send an electronic invoice to the Client for the amounts owed by the Client.
The payment term of invoices is 14 days after the date of the invoice, unless a longer payment term is indicated on the invoice. If the Client does not pay on time, he will be in default by operation of law from 14 days after the date of the invoice, without notice of default being required. If an amount due is not paid within the payment term, statutory interest is due on the outstanding invoice amount.
If the Client believes that (part of) an invoice is incorrect, he must report this to Frametales within the payment term. The payment obligation of the disputed (but not the rest) is suspended until Frametales has investigated the report. If, after investigation by Frametales, it appears that the dispute was unjustified, the Client must still pay the disputed within seven days.
In the event of late payment, the Client is, in addition to the amount owed and the interest due thereon, obliged to pay in full both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies.
The claim for payment is immediately due and payable in the event that the Client is declared bankrupt, applies for a moratorium or if an attachment is levied on the Client's assets, and the Client also dies and if it goes into liquidation or is dissolved.
Once per calendar year, Frametales is entitled to adjust the rates applied on the basis of the then published consumer price index (CPI), whereby an increase may never exceed 5%. Frametales will inform the Client of rate changes at least 2 (two) months in advance. In the event of a price increase, the client has the right to terminate the agreement, with due observance of a notice period of 1 (one) month.
All prices invoiced by Frametales are exclusive of taxes (VAT) and other government levies.
The Client is obliged to pay the amounts arising from the agreement to Frametales. If the Client consists of several natural and / or legal persons, each of those persons is jointly and severally obliged to comply with the payment obligations.
If proof must be provided with regard to the services performed and the amounts owed by the Client, without prejudice to the Client's right to provide evidence to the contrary, all relevant documents and data full evidence from Frametales systems and records.
Confidentiality
Parties will treat information they provide to each other before, during or after the execution of the agreement confidentially if this information is marked as confidential or if the receiving party knows or should know that the information was intended to be confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement.
Frametales may use the knowledge it has acquired in the execution of the agreement for other assignments, insofar as no information from the Client becomes available to third parties contrary to confidentiality obligations.
The obligations under this article will continue to exist after termination of the agreement for any reason, for as long as the party providing the information can reasonably claim the confidentiality of the information.
Liability
Frametales is only liable to the Client in the event of an attributable shortcoming in the fulfillment of the agreement and exclusively for replacement compensation, ie compensation of the value of the omitted performance.
Any liability of Frametales for any other form of damage is excluded, including, among other things, additional compensation in any form, compensation for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data as well as damage. for exceeding deadlines due to changed circumstances.
In case of liability under the previous articles, Frametales is only obliged to reimburse the offered amount.
The liability of Frametales due to an attributable shortcoming in the fulfillment of the agreement only arises if the Client immediately and properly puts Frametales in default in writing, whereby a reasonable period is set to rectify the shortcoming, and Frametales also attributable after that period. the fulfillment of his obligations continues to fall short. The notice of default must contain as detailed a description as possible of the shortcoming, so that Frametales is able to respond adequately. Due to the lapse of twenty-four months after the claim for compensation has arisen, the Client's claim against Frametales lapses.
In case of force majeure, which in any case means disruptions or breakdowns of the internet, the telecommunications infrastructure, power failures, internal disturbances, mobilization, war, traffic jam, strike, exclusion, business disturbances, supply stagnation, fire, flood, import and export barriers and in the event that Frametales is not enabled to supply by its own suppliers, for whatever reason, as a result of which the agreement cannot reasonably be required of Frametales, the execution of the agreement be suspended or the agreement terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.
Duration and cancellation
This agreement is entered into for the period necessary for the provision of the Services. The agreement can only be terminated prematurely as stipulated in these general terms and conditions, or with the consent of both parties.
The Client may prematurely terminate a Service for the development or adaptation of Works against payment of a lump sum payment of 50% of the total value of the parts of the agreement that have not yet been delivered.
If certain Services are provided for an indefinite period (such as maintenance), the agreement for these Services is deemed to have been concluded for periods of one year each. Both parties may terminate the agreement in writing at any time by the end of this period with two months' notice.
In the event of cancellation, termination or dissolution for whatever reason, Frametales is entitled to erase or make inaccessible all stored data and to close all Client accounts immediately after the date on which the agreement expires. Frametales is not obliged in that case to provide the Client with a copy of this information.
Changes to the agreement
After acceptance, the agreement may only be modified by mutual consent.
If the agreement is a continuing performance agreement, Frametales is entitled to unilaterally amend or extend these general terms and conditions once per calendar year. To this end, it must notify the Client at least two months before the changes or expansions will take effect. However, changes to the terms and conditions can never set aside a specific agreement.
If the Client objects within this period, Frametales will consider whether or not it wishes to withdraw the objectionable adjustments or extensions. Frametales will notify the Client of this decision. If Frametales does not wish to withdraw objectionable adjustments or extensions, the Client has the right to cancel the agreement as of the date that these will take effect.
Frametales may make changes to these general terms and conditions at any time if these are necessary due to changed legal regulations. The Client cannot object to such changes.
All changes in the performance of a Service, either at the request of the Client or as a result of the fact that due to which circumstances another performance is necessary, are considered as additional work if additional costs are involved and if less work is required. this reduces costs.
The Client understands that by changing the agreement and / or the creation of additional work, the agreed or expected time of completion of all agreements made in the Agreement may be influenced.
Final provisions
Belgian law applies to this agreement. Unless otherwise prescribed by mandatory law, any disputes arising under this Agreement will be brought before the competent court before the court in which Frametales is based.
If any provision of this agreement proves to be invalid, this will not affect the validity of the entire agreement. In that case, the parties will replace (a) new provision (s), which is as much as legally possible to the intention of the original agreement and these general terms and conditions are implemented.
In these terms and conditions, "written" also includes e-mail and communication by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. Parties will endeavor to acknowledge receipt and content of communications by email.
The version of any communication received or stored by Frametales is authentic, unless the Client provides evidence to the contrary.
Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, Frametales is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.
Last Update:
2023-10-09