Belgian general conditions of sale (Updated on August 01, 2020)
19/2 rue des cheminots
N° BCE : 0747.721.332
N° TVA : BE0747.721.332
Phone : (+32) 056.332.452
Article 1 – General Clauses
The sale of services, hardware, software or website or services from Be ITDM is subject to these general conditions which prevail over any purchase conditions from the customer, except for formal and express exemption from Be ITDM.
Article 2 – Formation of the Contract
Any contract signed by Be ITDM, or any order it accepts, is subject to these general conditions, which the customer acknowledges having read and accepted without signing them. They can be modified or supplemented by invoices or quotes. Nevertheless, the customer must keep informed.
Article 3 – Ownership
3.1 : Retention of title
In the event of the sale of a product or equipment, the property remains full and entire to Be ITDM as long as the invoices issued by Be ITDM are not paid in full by the client company, up to the total amount of the order and any amendments. concluded during the service.
As a corollary, the client company will obtain the rights of use from the final settlement and settlement of all invoices. The production files and sources remain the sole property of Be ITDM.
3.2 : Copyright, intellectual and industrial rights
All intellectual property rights relating to software, documentation (plans, diagrams, instructions for use, etc.) and all copies of software belong to Be ITDM or its suppliers. Indeed, after completion of the order, Be ITDM will have created a work protected by copyright. Unless specifically agreed in writing on this point, Be ITDM retains all rights to its creation. He can therefore reuse his creation as he sees fit. The user therefore agrees not to resell the software, nor to transfer it to other equipment without the consent of Be ITDM. Regarding the “ITDM CMS”, it cannot be transmitted to another supplier.
3.3 : ITDM retains intellectual property (exploitation, know-how, reproduction, representation, marketing and use rights). Even partial use of the software by another Service Provider is prohibited.
Article 4 – Price and consistency of the service
All prices are exclusive of tax (VAT = 21%).
4.1 : The prices are valid for one month from the date of issue of the quote. They are firm and cannot be revised upon ordering if it occurs during the month mentioned on the estimate.
4.2 : The services include everything that is explicitly listed in the estimate.
4.3 : The corrections requested by the customer are not unlimited, only those included in the order form will be made, any additional correction will be invoiced according to the rates in force at Be ITDM.
4.4 : Be ITDM reserves the right to consider a modification as included or not in the initial offer. Only Be ITDM is able to define whether or not a modification is included in the initial offer.
4.5 : Any development request made without a quote will be considered as “Agile Scrum” development and will be priced at the hourly rate applicable at Be ITDM, details of the hours will be provided to the customer.
4.6 : Any additional services requested outside Be ITDM’s opening hours and on weekends will be priced at double the hourly rate applicable at Be ITDM.
4.7 : All complaints on materials and / or on invoiced prices must be made in writing within ten (10) calendar days of the delivery date and / or invoices, under penalty of foreclosure.
4.8 : Payments will be made as follows (unless otherwise agreed between the parties):
- 40% upon signature of the contract (based on the commercial offer)
- 40% upon delivery of the “Beta” version (based on the commercial offer)
- 20% on the day of final delivery of the software (based on the final invoice)
- If split in Sprint, payment for the first 2 Sprint, then payment after the delivery of each Sprint.
4.9 : In any case, Be ITDM will only start the execution of the contract after payment of the 1st deposit.
4.9 : The balance invoice is payable in all cases before final delivery, these being done simultaneously after receipt of this last payment.
4.11 : Payments will be made by bank transfer to the bank account of the company Be ITDM:
IBAN: BE84 3631 1589 7559
Article 5 – Delivery and execution times
5.1 : Be ITDM reserves the right to organize the schedules according to its availability and constraints. No delivery or execution time is guaranteed unless specifically stated in the contract. Unless otherwise agreed between the parties in writing, a delay in delivery or execution cannot give rise to any compensation or to the cancellation of the order by the Customer.
5.2 : The deadlines do not start to run until all the information necessary for the proper performance of the services is in the possession of Be ITDM. The Customer agrees to provide all the necessary information. Any delay in providing information by the Customer throughout the project will have an impact on the final deadline, the responsibility will fall on the customer.
5.3 : The completion time can only be reduced by mutual agreement between the two parties agreed in writing.
5.4 : If the Customer’s premises, infrastructure, employees and documents are not accessible during the periods provided for in the communicated schedule, the Customer is liable to be billed for additional costs from Be ITDM.
5.5 : The Customer agrees to respect the installation, training and commissioning test dates agreed with Be ITDM. A postponement can lead to the immediate payment of the balance due for the products or services initially planned.
5.6 : If, because of the Client, the completion of the project is postponed by more than four (4) weeks compared to the established schedule (in particular because of a delay in receiving the information or validations necessary for the creation of a portal) , Be ITDM is authorized to invoice and demand payment for products delivered and services performed without waiting for provisional acceptance.
5.7 : By debugging, the parties verify the software’s compliance with the Customer’s requirements.
The Customer undertakes to deliver trial games no later than fifteen (15) days after delivery of the “Alpha”, “Beta”, “Final” version. The parties agree by mutual agreement that the results of the test games will be recorded in a provisional acceptance report which may be made by email or in writing, Be ITDM will reserve the right to refuse. modifications which are not foreseen, otherwise they will be invoiced at the rate in force at Be ITDM.
5.8 : The delivery or provision of services will be reviewed in the event that the Customer makes changes to the project initially agreed and accepted by Be ITDM. Any special or urgent work will be planned according to the constraints of Be ITDM and invoiced in addition to the order.
Article 6 – Terms of payment
6.1 : The terms of payment are those clearly stipulated on the estimate and / or on the invoice. These as well as any payment facilities granted to the Client are always subject to revision without notice. 6.2 : For all other supplies and services not appearing in the order and / or estimate, payment is to be made in cash on presentation of an invoice.
6.3 : In the event of late payment of a single invoice, for any reason whatsoever, all other receivables, even not yet due, will become immediately payable without notice and automatically, Be ITDM will also have the right to suspend all services until the situation is regularized. 6.4 : Any non-payment on the due date also automatically renders the full balance of the account payable, plus compensation, damages and interest, without any derogation. Any sum not paid on its due date, product automatically and without formal notice, in the payment of a monthly interest of 5% of the amount excluding VAT initially provided for in the contract. The Customer will also be liable, as of right and without prior notice, for compensation equivalent to 10% of the unpaid amount of the invoice (including VAT), as fixed damages with a minimum of € 50. In accordance with article 6 of the law of August 2, 2002, the Client will compensate Be ITDM for all collection costs, including the fees and costs of lawyers / bailiffs and technical advice, in the event of failure on his part. to one of the obligations imposed on it by these general conditions.
6.5 : Any non-payment of an invoice after 3 reminders and without prior feedback from the Customer, will automatically result in recovery of the amount due by law and full prepayment of the next services requested.
6.6 : Regarding hosting and software, Be ITDM reserves any right to cut off access to the site or / and software in the event of non-payment, and this until full payment of the invoices due. Once the invoices have been cleared, the Customer will be asked to make near-payment of the invoices for the future in order to avoid a re-cut of the services.
Article 7 – Copyrights and commercial notices
Unless explicitly stated otherwise by the client company, Be ITDM reserves the right to include in the production a commercial mention clearly indicating its contribution, in the form of a mention of the type:
- “Graphic design: ITDM”, when it concerns graphic design services,
- “Production: ITDM” or “Creation of ITDM website” when it concerns web development services.
- “A Creation of ITDM”, more generically when it comes to a global service.
Article 8 – Responsibility and ownership of content
8.1 : The client company, represented by the signatory, acknowledges that it takes full and entire responsibility for the choices made in terms of textual and iconographic content, appearing in the work delivered by Be ITDM. The client company, represented by the signatory, acknowledges having read the warnings issued by the legal representatives of Be ITDM, concerning copyright and intellectual property laws, and the penalties that may be incurred for their violation.
8.2 : Any text provided by the customer must be proofread and corrected by the customer beforehand, no modification or spelling error will be corrected by Be ITDM.
8.3 : In the event of error or improper execution, the responsibility of Be ITDM is limited exclusively to making the required corrections. Be ITDM cannot under any circumstances be held liable for damages or costs incurred by the Client, its representatives or any other person or entity used by the Client except in the event of serious and gross negligence.
8.4 : Under no circumstances will Be ITDM be liable for any special damage, incident, or loss of income or profit, or loss of information damage, or any other indirect damage, whether or not this liability is contractual.
8.5 : Except fraud or serious misconduct by a member of its staff, no compensation can be claimed from Be ITDM for any reason whatsoever. In any event, Be ITDM’s liability will be limited to the amount of the order.
Article 9 –Right of publicity
Unless explicitly stated otherwise by the client, notified by letter with acknowledgment of receipt, Be ITDM reserves the right to mention its realization for the client company as a reference in the context of its commercial prospecting, external communication and advertising efforts. The client company, represented by the signatory of this order, authorizes Be ITDM, through its legal and commercial representatives, to use the production for purely demonstrative purposes.
This authorization extends more particularly to the constituent elements of the production, including without restriction the public presentation of the following content: textual content, iconographic content.
Article 10 – Domain name
Since ITDM acts only as a technical intermediary with the naming organizations for the reservation of domain names, it is therefore necessary to take into account the general conditions of sale of these organizations. The Customer remains the sole owner of the domain name. He acknowledges using the domain name in accordance with the legislation in force and the rights of third parties. The Customer agrees to indemnify, defend and hold Be ITDM harmless against any recourse, damages, responsibilities, costs and expenses, arising from the registration of the domain name. The domain name remains the property of Be ITDM until full payment of the invoice. Transferring a domain name to another company will cost € 58.00 per domain name for administration.
Article 11 – Accommodation
The Customer will be hosted on his behalf by Be ITDM. The guaranteed annual visibility rate is 99.99% except in the event of force majeure, disruption or even saturation of networks, anomalies, maintenance or improvement of the IT systems used. The allocated Internet space is guaranteed to be ad-free. Be ITDM will not be held responsible for the interruption of service due to suppliers. Due to the characteristics and limitations of the Internet, which the Customer declares to be fully aware of, Be ITDM cannot be held responsible in particular for:
- Difficulties in accessing the hosted system due to the saturation of the Internet network, disruptions to the telecommunications network and the influx of Internet users at certain times,
- Performance and response time limits for consulting, interrogating or transferring data,
- Contamination by viruses of Customer data and / or software, the protection of which is the responsibility of the latter,
- Malicious intrusions by third parties on hosted sites, despite the reasonable security measures put in place by Be ITDM and its suppliers,
- Any damage suffered by the Customer’s equipment, these being the sole and entire responsibility of the latter,
- Any misappropriation by third parties and through the fault of the Customer of passwords, confidential codes, and more generally of any information of a sensitive nature for the Customer.
Article 12 – Accommodation contract
When designing the website and / or application, Be ITDM automatically creates a one-year hosting contract. The payment for this accommodation is annual, a split payment will automatically entail a management fee of 10% of the amount excluding VAT. Accommodation is tacitly renewed and termination can be done by means of a registered letter sent to Be ITDM’s head office within three (3) months before the anniversary date. In the event of a break outside the termination deadlines, accommodation will be payable in advance according to the following calculation: “Number of months remaining before the next anniversary date X monthly rate”. The hosting contract begins upon delivery of the project.
Article 13 – Email
Be ITDM offers in its services to provide emails (electronic mail) on the basis of a prior contract valid for one month and accepted by both parties. The Customer acknowledges being fully responsible for the content of the emails he sends and agrees to comply with the legal conditions of use of email services.
Article 14– Referencing
Be ITDM does not guarantee the results of the website referrals. As such, Be ITDM is only bound by an obligation of means. Be ITDM, on the other hand, offers an SEO contract, subject to professional NATURAL referencing.
Article 15 – Processing of personal data
Data processing will take place in accordance with the law of 8 December 1992 on respect for private life and its implementing decrees, including the decree of 13 February 2001 aiming to adapt this law to European Directive 95/46 / EC of 24 October 1995, relating to the protection of individuals with regard to the processing of personal data and on the free movement of such data and, from 25 May 2018, in accordance with Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (RGPD).
15.2: Data and processing
Data: invoicing, company details, contact details of the client company.
Processing: Be ITDM processes this data for the purpose of proper functioning between the client company and Be ITDM. These data remain confidential and are under no circumstances used for commercial purposes.
Duration: In accordance with the various laws concerning the conservation of documents, Be ITDM will keep at least the period provided for by law and will be deleted at the request of the client company once this period has expired.
15.3: Responsibility for the data
The client company is legally responsible for the data transmitted to Be ITDM.
Be ITDM is legally responsible for the security of this data.
15.4: Rights of the parties
The client company benefits from a right of access, rectification, portability and erasure of its data or even limitation of processing. It may also, for legitimate reasons, oppose the processing of data concerning it or the contact person.
Be ITDM must make a return to the client company within 30 calendar days and execute the request within 60 calendar days.
Be ITDM reserves the right to refuse a request if it does not comply with the legislation in force.
A check is carried out by Be ITDM on the compliance, relative to the GDPR law, of the services offered by its subcontractors.
Article 16 – Force majeure
Be ITDM cannot be held responsible for a deadline not respected due to any fortuitous event or force majeure such as, in particular, any act emanating from a civil or military authority, de facto or right to strike, fire, flood, water damage, storm and lightning, accident, riot, attack, non-delivery of documents for the creation or commissioning of the product, any fact attributable to a third party, or other circumstance having an external cause and preventing it , directly or through a third party, to meet the said obligations. The execution of the contract will be suspended for a period equal to that of force majeure. If the case of force majeure lasts for more than three months, each of the parties may terminate all or part of the contract without being liable for any damages towards its co-contracting party, on condition of notifying the latter by recorded delivery.
Article 17 – Litigation
In the event of a dispute, and after an attempt to find an amicable solution, express jurisdiction is attributed to the Courts of the jurisdiction of Tournai and the Justice of the Peace of the canton of Mouscron, notwithstanding the plurality of defendants and whatever the quality. of these, incidental demand, warranty call, and whatever any contrary clauses printed in the purchase orders of the buyers.
Article 18 – Jurisdiction
Any dispute relating to the interpretation and execution of these general conditions of sale is subject to Belgian law.
Article 19 – Termination / Termination
In the event of breach of contract with Be ITDM, the entire order and / or accommodation will have to be paid in advance. The exercise of the right of termination by the customer is subject to compensation from Be ITDM. This compensation must cover:
- All work performed at the time of termination;
- Expenses already incurred or become unavoidable;
- The shortfall, assessed at a flat rate of 20% of the total price excluding VAT of the order with a minimum of € 75.00.
Termination is made by registered letter sent to ITDM’s head office three (3) months before the anniversary date, (the anniversary date corresponds to the date of the first invoice issued for this service).