1. By placing an order the Client accepts, without reserve, these General Terms and Conditions, with the exclusion of any other purchase conditions of the Client.
2. The offers for the execution of the requested orders are always issued on an hourly basis unless a fixed price is explicitly indicated. Price calculations and offers are of an indicative nature only. The period of validity of an offer is as mentioned in the offer itself, or in the absence thereof, is valid during a period of thirty (30) calendar days as from the date of sending. Additional orders become only legally effective following acceptance by BURO IMAGIN and will be additionally invoiced. The periods of delivery which are communicated are indicative only and shall never give a right to claim damages.
3. In the event an order is cancelled, the services rendered remain payable by the Client, and are to be increased with a conventional compensation equal to 30% of the remaining value of the order as well as a compensation for the costs incurred.
4. BURO IMAGIN are only bound by a best efforts obligation. BURO IMAGIN can rely on third party services if required for the proper performance of the order and can appoint them at their discretion.
5. In certain instances a ìready for printî is required by which the Client gives his approval for the further material execution of the order. This approval is to be always confirmed in writing, and this in a manner or by any means which allow said confirmation to be duly dated. By this agreement, the risk of errors or omissions occurring prior to or after printing passes over to the Client.
6. The development of an order may, if necessary, be subdivided into partial orders which each are performed within the agreed time frame. The execution of the next partial order can be made subject to an express and written approval by the Client with regard to the previously completed partial order within the stipulated period. The approval of a partial order shall be presumed in the event the Client has failed to react within the stipulated period. The implementation of late remarks is always considered as extra work.
7. If the developed products can be qualified as ìcomputer softwareî, final delivery means that a warranty period of one (1) month starts to run during which period the Client can report any flaws. Functional deficiencies should always be determinable or reproducible and be described in the most detailed manner possible.
8. The Client is solely and exclusively liable for each use that is made of his (virtual) storage space. At this he has also to ensure the personal and confidential use of possible allocated log-in data such as user name and password. The Client is under an obligation to notify BURO IMAGIN in case of a (presumed) breach of confidentiality.
9. In principle the Client is at liberty to use the hosted space at his own discretion in as far as he acts in good faith and does not infringe the governing legal rules and/or rights of third parties, including infringement of public policy and good morals. It is absolutely prohibited to use the virtual space for the following purposes: - The use of processes, programmes, spamming technology or other practices which may hinder or cause damage to BURO IMAGIN or other parties, irrespective of whether this has an actual influence on the hosting services from BURO IMAGIN.
- The use for the purpose of the promotion and/or distribution of prohibited products and services such as illegal drugs, illegal weapons, goods under embargo and the like.
- The use with a view to promote, to instigate to facilitate and/or performing of any illegal or criminal offences or activities. This should be interpreted in the broadest manner and includes inter alia performing fraudulent acts and the distribution and promotion of for instance child pornography material.
- The use with a view to obtaining unsolicited access into other computers and networks on the internet (ìhackingî) by which the Client breaks through any security and/or gains access by means of a technical intervention using false signals or false keys or by assuming a false quality.
- Violation of the intellectual property of entitled third parties.
- Any link to third party websites that are used are prohibited acts.
10. Performance of webhosting services means the storage of various content such as text and imagery in the virtual space. The Client expressly grants BURO IMAGIN unlimited authorisation for the reproduction, communication to the public or further dissemination of the protected content in the virtual space as needed for the implementation of the hosting services.
11. Application for the registration and renewal of domain names is to be made with the competent authorities in accordance with the terms and procedures of such authority (DNS for be-domain name). The registration results in a direct relationship between the Client and the competent authority in which BURO IMAGIN play only a connecting role. Application for the registration and renewal of the domain name is only made upon explicit instruction from the Client. BURO IMAGIN can never be held liable for loss of the domain name arising from a defective or unclear instruction.
12. Costs of registration of a domain name will always be invoiced prior to the registration or renewal. Refusal by the competent authorities or subsequent loss of a domain name does not affect the payment obligations of the Client and does not provide for a reimbursement or any other form of compensation.
13. The tariffs applied and the prices are always exclusive of VAT and other additional expenses, unless indicated otherwise and include all costs necessary for the proper execution of the agreement, unless explicitly stipulated otherwise.
14. BURO IMAGIN reserve the right to at all times vary the tariffs and prices of a service agreement of which a period of at least six (6) months has lapsed since its commencement or the most recent review. The Client shall be deemed to have accepted such price review unless he terminates the agreement by means of a registered letter at the latest thirty (30) days after the entry into force of the new rates.
15. In case of agreements lasting longer than one (1) year the applied hourly or daily rates at the end of each annual period are automatically and without notice indexed on the basis of the consumer price index. The calculation is made according to the formula (base price x new index)/initial index. The base rent price is the price mentioned in the agreement. The index of the month preceding that of the adjustment of the price counts as the new index. The index of the month preceding the signing of the initial agreement counts as base index. In the absence of explicit specified intervals BURO IMAGIN will invoice on a monthly basis.
16. The invoices of BURO IMAGIN are payable within fifteen (15) days as from the date of invoice. Protest against an invoice under penalty of cancellation has to be made within eight (8) calendar days. This does not affect any (interim) payment obligations. In the absence of payment in full on the due date by law and without prior notice of default, interest for late payment shall be charged, which shall be equal to the statutory rate of interest for payment arrears in commercial transactions. Apart from this, equally by law, lump sum damages are due equal to 10% of the outstanding invoiced amount with an absolute minimum of § 200. This does not impair the right to seek compensation for further costs related to non-payment. Costs related to the protest of bills of exchange are not included therein. Non-payment of an invoice on its due date results, by law, in all other not yet expired invoices becoming claimable in full. In case of non-payment BURO IMAGIN shall be entitled to suspend all further services and deliveries. In doing so BURO IMAGIN is entitled to exercise a right of retention on all goods and materials of the Client that are in their possession.
17. If the object of this agreement constitutes a transfer of any ownership, the products delivered remain the exclusive property of BURO IMAGIN till the time of full payment. The Client undertakes to point this retention of title out to third parties if this should prove necessary.
18. Upon acceptance of the offer an advance invoice ad 30% of the total value of the offer will be issued unless otherwise agreed between parties. BURO IMAGIN is entitled to make the start of the assignment conditional upon receipt of payment of the advance invoice.
19. As long as the final invoice is not paid in full, there is no transfer of ownership of the intellectual property rights on that what BURO IMAGIN have been commissioned to create. Dependent upon the object of the order this concerns rights as awarded by copyright, software law, database rights, designs and models law and other applicable (intellectual) property rights within the limits of the legal, regulatory and contractual restrictions.
20. The transfer does not relate to concepts, techniques, specific skills, pre-programmed routines or procedures and technologies that are part of the knowhow of BURO IMAGIN. There may be no intellectual property rights on software or other products whose property rights do not belong to BURO IMAGIN, such as the open source-software used. The property rights of the Client remain limited to what is determined in the relevant licenses.
21. All materials developed by and/or made available by BURO IMAGIN may be used solely for the previously communicated purposes and/or designated use. Consequently unauthorised use shall give rise to new invoicing to the value of the applicable standard rate increased with a surcharge of 50% for each established breach separately. Responsibility for each established unauthorised use by third parties also remains with the Client.
22. Unless previously excluded in writing, the Client authorises BURO IMAGIN to use the Clientís trade name and logos as a reference.
23. In case of a fixed-term agreement, this will be tacitly renewable subject to the same conditions, including duration, failing notice of termination having been given by means of registered letter at the latest three (3) months before the expiry of this agreement.
24. In case of agreement for an indefinite period of time, such agreement may be terminated unilaterally by either BURO IMAGIN or the Client by registered letter subject to three (3) months notice being given commencing on the day following the delivery of the registered letter to the residence or registered office of the other party.
25. If one of the other parties can no longer meet the obligations of this Agreement due to bankruptcy, judicial reorganisation or any other impairment of creditworthiness, each party shall be entitled to terminate this Agreement with immediate effect, unilaterally and without delay by means of registered letter.
26. BURO IMAGINís liability shall only arise in respect of each to BURO IMAGIN attributable severe or recurrent minor contractual and/or extra-contractual shortcoming caused in the execution of their obligations under this Agreement. This liability remains limited to these instances and in as far as the Client sends a motivated notice of default by registered letter within eight (8) calendar days in which BURO IMAGIN is given the opportunity to remedy the failure in kind. Liability of BURO IMAGIN will in any case be limited to the amount of the insurance coverage. The aggregate liability of BURO IMAGIN may not, under any circumstances, except in the case of intent or fraud, ever exceed the amount of the invoice, with a maximum amount of 1000 Euro.
27. BURO IMAGIN shall never be liable for any form of indirect damage such as consequential loss, lost profits, financial or commercial losses, increase in overheads, higher personnel costs, loss of customers and the like. Nor shall any liability be incurred by BURO IMAGIN for any kind of damage, destruction or loss of data or documents.
28. If, as a result of a contractual or extra-contractual shortcoming, the Client should place BURO IMAGINís liability in jeopardy, the Client should take all necessary measures to safeguard BURO IMAGIN from any damage which they might incur.
29. In case of force majeure BURO IMAGIN shall be entitled to suspend the execution of the order in whole or in part, for the duration of the force majeure. Force majeure includes a situation where an unforeseeable and unavoidable event, which is beyond the control of the debtor, and that is an insurmountable obstacle for the fulfilment of the obligation or the agreement.
30. BURO IMAGIN can only be held liable for damage caused by assigned third parties when the fault is classified as fraud, gross negligence or frequent minor errors and if the event which gave rise to damage or loss occurred during the execution of the order.
31. BURO IMAGIN and the Client confirm that any undisclosed information which comes to their knowledge during or arising from the Agreement at all times remains confidential. Confidential information is the information that is communicated in writing to the other party and which is clearly identified as confidential or information reasonably to be regarded as confidential. Any infringement of confidentiality entails the liability of the violating party. Said violating party is also under an obligation to indemnify the other party for any damages resulting from the infringement, including taking further (extra) judicial action.
32. The content of the Agreement, as well as the communication between both parties in respect of the Agreement, the offers or exploratory discussions, either electronically, by telephone, physically or in writing must be treated as confidential.
33. Both BURO IMAGIN and the Client have the right to refer to the mere existence of the Agreement at the mention of references. This does not prevent that the content of the Agreement remains strictly confidential.
34. This Agreement shall be exclusively governed by Belgian law. In case of dispute relating to the execution of the Agreement BURO IMAGIN and the Client shall make every effort to find an amicable solution. If the dispute continues, only the Court of the District of Ghent has jurisdiction.
35. If any provision of this Agreement or part of a provision is found to be invalid or unenforceable , the validity or enforceability of the remainder of this Agreement shall not be affected thereby.
36. BURO IMAGIN may at all times transfer or assign their rights or obligations under an Agreement to a subsidiary company or to a for that purpose deployed third party without the consent of the Client nor any compensation. The third party will be fully responsible for the further implementation of the Agreement.