Conditions générales de vente Belgique

Terms and conditions of sale BelgiumLegal notice
Be Itdm
Boulevard Industriel
91070 Anderlecht

N° BCE : 0747721332
N° TVA : BE.0747721332
Tel : (+32) 065 35 55 85
Email : contact@itdm-group.com

Article 1 – General Clauses

The sale of services, hardware, software or website or services by Be Itdm is subject to these general conditions which prevail over any conditions of purchase from the customer, unless expressly waived by Be Itdm.

Article 2 – Formation of the Contract

Any contract signed by Be Itdm, or any order it accepts, is subject to these general terms and conditions, which the Customer acknowledges having read and accepts without signing. They may be modified or supplemented by invoices or quotations. Nevertheless, the customer must be kept informed.

Article 3 – Ownership

3.1: Reservation of ownershipIn the event of the sale of products or equipment, Be Itdm retains full and complete ownership until the invoices issued by Be Itdm are paid in full by the client company, up to the total amount of the order and any amendments made during the course of the service. As a corollary, the client company will obtain the rights of use as from the final and balancing payment of all invoices. The production files and sources remain the sole property of Be Itdm.
3.2 : Copyright, intellectual and industrial rightsAll intellectual property rights relating to software, documentation (plans, diagrams, instructions, etc.) and all copies of software belong to Be Itdm or its suppliers. By the end of the order process, Be Itdm will have created a work protected by copyright. Unless specifically agreed otherwise in writing, Be Itdm retains all rights to its creation. The user may therefore reuse his/her creation as he/she sees fit. The user therefore undertakes not to resell the software or transfer it to other hardware without the consent of Be Itdm. The ITDM CMS cannot be transferred to another supplier.

3.3: ITDM retains intellectual property rights (exploitation rights, know-how, reproduction, representation, marketing and use). Exploitation of the software, even in part, by another Service Provider is prohibited.

Article 4 – Prices and scope of the service

All prices are exclusive of tax (V.A.T. = 21%).

4.1: Prices are valid for one month from the date of issue of the quotation. They are firm and cannot be revised when the order is placed if the order is placed during the month mentioned on the quotation.
4.2: Services include everything explicitly listed in the quote.4.3: Corrections requested by the customer are not unlimited, only those included in the order form will be made, any additional correction will be billed according to rates in effect 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 a modification is included or not in the initial offer.

4.5: Any request for development carried out without a quote will be considered as “Agile Scrum” development and will be charged at the hourly rate applicable at Be Itdm. Details of the hours will be provided to the client.

4.6: Any additional services requested outside of ITDM’s opening hoursas well as on weekends will be charged at double the hourly rate applicable at Be Itdm.

4.7: Any complaints about the materials and/or the prices invoiced must be made in writing within ten (10) calendar days of the delivery date and/or the invoices, under penalty of foreclosure.
4.8: Payments will be made as follows (unless otherwise agreed between the parties): 40% on signature of the contract (on the basis of the commercial offer) 40% on delivery of the “Beta” version (on the basis of the commercial offer) 20% on the date of final delivery of the software (on the basis of the final invoice) If cut into Sprint, payment for the first 2 Sprints, then payment after delivery of each Sprint.

4.9: In any event, Be Itdm will not commence performance of the contract until the 1st instalment has been paid.

4.10: The balance invoice is payable in all cases before final delivery, which will take place simultaneously after receipt of this final payment.
4.11 : Payments will be made by bank transfer to the Be Itdm bank account:ING Belgium IBAN: BE84 3631 1589 7559 BIC/SWIFT: BBRUBEBB

Article 5 – Delivery and performance times

5.1: Be Itdm reserves the right to organise schedules according to its availability and constraints. No delivery or performance time is guaranteed unless specifically stated in the contract. Unless otherwise agreed between the parties in writing, a delay in delivery or performance cannot give rise to any compensation whatsoever or to cancellation of the order by the Client.

5.2: Deadlines only begin to run from the moment when all the information necessary for the proper performance of the services is in the possession of Be Itdm. The Client undertakes to provide all the necessary information. Any delay in the provision of information by the Client throughout the project will have repercussions on the final deadline, the responsibility for which will rest with the Client.

5.3 : The completion deadline can only be reduced by mutual agreement between the two parties in writing.

5.4 : If the Client’s premises, infrastructure, employees and documents are not accessible during the periods provided for in the communicated schedule, the Client will be liable to Be Itdm for additional costs.
5.5: The Customer undertakes to respect the installation, training and start-up test dates agreed with Be Itdm. Any postponement may result in immediate payment of the balance due for the products or services initially planned.

5.6: If, as a result of the Customer, the completion of the project is delayed by more than four (4) weeks in relation to the established schedule (in particular due to a delay in the receipt of the information or approvals necessary for the creation of a portal), Be Itdm is authorised to invoice and demand payment for the products delivered and services provided without waiting for provisional acceptance.
5.7 : Through the debugging process, the parties verify the software’s compliance with the Customer’s requirements. The Customer undertakes to deliver the debugging process no later than fifteen (15) days after delivery of the “Alpha”, “Beta” or “Final” version. The parties mutually agree that the results of the test sets will be recorded in a provisional acceptance report, which may be done by email or in writing. Be Itdm reserves the right to refuse modifications that are not provided for, otherwise they will be billed at the rate in force at Be Itdm.
5.8 : Delivery or service deadlines will be revised in the event that the Client makes changes to the project initially agreed and accepted by Be Itdm. Any special or urgent work will be planned according to Be Itdm’s constraints and invoiced in addition to the order.

Article 6 – Terms of payment

6.1 : The terms of payment are those clearly stipulated on the quotation and/or the invoice. These, as well as any payment facilities granted to the Customer, are always subject to revision without prior notice.

6.2 : For all other supplies and services not included in the order and/or quotation, payment is to be made in cash on presentation of the invoice.

6.3: In the event of late payment of a single invoice, for any reason whatsoever, all other debts, even if not yet due, will become immediately payable without formal notice and ipso j ure, Be Itdm will also have the right to suspend all services until the situation has been regularised.
6.4 : Any non-payment on the due date shall also automatically render payable the full balance of the account, plus any compensation, damages and interest, without any derogation. Any sum not paid on the due date shall automatically and without prior notice result in the payment of monthly interest of 5% of the amount (excluding VAT) initially provided for in the contract. The Customer will also be liable, ipso jure and without prior notice, to pay compensation equivalent to 10% of the amount of the invoice that remains unpaid (inclusive of VAT), by way of liquidated damages with a minimum of €50. In accordance with article 6 of the law of 2 August 2002, the Customer will compensate Be Itdm for all recovery costs, including lawyers’ and bailiffs’ fees and costs and technical advice, in the event of a breach by the Customer of any of its obligations under these general terms and conditions.
6.5 : Any non-payment of an invoice after 3 reminders and without prior return from the Customer, will automatically result in recovery of the sum due by operation of law and full pre-payment for the next services requested.6.6: With regard to hosting and software, Be Itdm reserves the right to cut off access to the site and/or software in the event of non-payment, until all outstanding invoices have been paid in full. Once the invoices have been paid in full, the Customer will be asked to make pre-payments for subsequent invoices in order to avoid a re-cut-off of services.

Article 7 – Copyrights and commercial references

Unlessexplicitly stated otherwise by the client company, Be Itdm reserves the right to include a commercial reference in the production clearly indicating its contribution, in the form of a reference of the following type: “Graphic design: ITDM”, when this concerns graphic design services, “Production: ITDM” or “Creation of ITDM website” when this concerns web development services. “A Creation by ITDM”, in a more generic manner when this concerns a global service.

Article 8 – Responsibility and ownership of content

8.1: The client company, represented by the signatory, acknowledges that it assumes full and complete 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 violating them.

8.2: Any text provided by the client must be proofread and corrected by the client, no changes or spelling errors will be corrected by Be Itdm.
8.3 : In the event of error or improper performance, Be Itdm’s liability is limited exclusively to making the required corrections. Be Itdm shall in no event be liable for damages or expenses incurred by the Client, its representatives or any other person or entity used by the Client except in the case of gross negligence.

8.4: In no event will Be Itdm be liable for any special, incidental, or consequential damages, loss of revenue or profits, or loss of information, or any other indirect damages, whether or not such liability is contractual.

8.5: Except in the case of fraud or gross negligence on the part of a member of its staff, no compensation may 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 acknowledgement of receipt, Be Itdm reserves the right to mention its work for the client company as a reference in its commercial prospecting, external communication and publicity activities. The client company, represented by the signatory of this order, authorises Be Itdm, through its legal and commercial representatives, to use the product for purely demonstrative purposes. This authorisation extends more specifically to the constituent elements of the production, including without restriction the public presentation of the following content: textual content, iconographic content.
Article 10 – Domain nameAs Be Itdm only acts as a technical intermediary with naming organisations for the reservation of domain names, the general terms and conditions of sale of these organisations must be taken into account. The Customer remains the sole owner of the domain name. The Customer agrees to use the domain name in accordance with current legislation and the rights of third parties. The Customer undertakes to indemnify, defend and hold Be Itdm harmless against all claims, damages, liabilities, 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. The transfer of a domain name to another company will cost €58.00 per domain name for administration.

Article 11 – Hosting

The Customer will be hosted on its behalf by Be Itdm. The guaranteed annual rate of visibility is 99.99% except in cases of force majeure, network disruptions or saturation, anomalies, maintenance or improvements to the computer systems used. The Internet space allocated is guaranteed to be free of advertising. Be Itdm will not be held responsible for service interruptions 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 for, in particular: Difficulties in accessing the hosted system due to saturation of the Internet network, disturbances in the telecommunications network and the influx of Internet users at certain times, Limitations in performance and response times for consulting, querying or transferring data, Virus contamination of the Customer’s data and/or software, the protection of which is the Customer’s responsibility, Malicious intrusions by third parties on the hosted sites, despite the reasonable security measures put in place by Be Itdm and its suppliers, Any damage to the Customer’s equipment, which is the sole responsibility of the Customer, Any misappropriation by third parties through the fault of the Customer of passwords, confidential codes and, more generally, any information of a sensitive nature for the Customer.

Article 12 – Hosting contract

When the website and/or application is designed, Be Itdm automatically creates a hosting contract for a period of one year. Payment for this hosting is annual; payment in instalments will automatically incur management fees of 10% of the amount excluding VAT. Hosting is tacitly renewable and may be terminated by registered letter sent to the Be Itdm head office three (3) months before the anniversary date. In the event of termination outside the cancellation period, hosting 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 as soon as the project is delivered.

Article 13 – Email

As part of its services, Be Itdm offers to provide emails (electronic mail) on the basis of a prior contract valid for one month and accepted by both parties. The Client acknowledges that it is entirely responsible for the content of the emails it sends and undertakes to comply with the legal conditions for the use of email services.

Article 14 – Referencing

Be Itdm does not guarantee the results of the referencing of the website. In this respect, Be Itdm is only bound by an obligation of means. Be Itdm does, however, offer an SEO contract, with professional NATURAL referencing.

Article 15 – Processing of personal data

15.1 : GeneralData processing will take place in accordance with the law of 8 December 1992 on respect for privacy and its implementing decrees, including the decree of 13 February 2001 aimed at adapting this law to European Directive 95/46/EC of 24 October 1995, on 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 27 April 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 processingData: invoicing, company details, client company contact details Processing: Be Itdm processes this data for the purpose of smooth operations between the client company and Be Itdm. These data remain confidential and are not used for commercial purposes. Duration: In accordance with the various laws concerning the conservation of documents, Be Itdm will keep at least the duration provided by law and will be subject to deletion at the request of the client company once this period has elapsed.
15.3 : Responsibility for the dataThe 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 partiesThe client company benefits from a right of access, rectification, portability and deletion of its data or limitation of processing. It may also, for legitimate reasons, object to 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.

15.5 : SubcontractorsA verification is made by Be Itdm on the compliance, relative to the RGPD law, services offered by its subcontractors.
Article 16 – Force majeure

Be Itdm may not be held responsible for a deadline not met due to any fortuitous event or force majeure such as, in particular, any act emanating from a civil or military authority, strike, fire, flood, water damage, storm and lightning, accident, riot, attack, non-delivery of documents for the creation or commissioning of the product, any event attributable to a third party, or any other circumstance having an external cause and preventing it, directly or through a third party, from fulfilling the said obligations. Performance of the contract will be suspended for a period equal to that of the force majeure. If the case of force majeure lasts for more than three months, either party may terminate all or part of the contract without being liable to pay any damages to the other party, provided that the other party is notified by registered letter.

Article 17 – Disputes

In the event of a dispute, and after an attempt has been made to find an amicable solution, jurisdiction is expressly 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 status of the latter, incidental claims, guarantee claims, and whatever any clauses to the contrary printed on the purchasers’ order forms.

Article 18 – Jurisdiction

Any dispute relating to the interpretation and performance of these general terms and conditions of sale shall be governed by Belgian law.

Article 19 – Termination / Breach ofcontract
In the event of a breach of contract with Be Itdm, the entire order and/or accommodation must be paid in advance. The Customer’s right to terminate the contract is subject to compensation from Be Itdm. This compensation must cover: All work carried out at the time of termination; Expenses already incurred or which have become unavoidable; Loss of profit, assessed on a flat-rate basis at 20% of the total price excluding VAT of the order with a minimum of €75.00. Termination must be 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).