Drawn up by FEBELGRA, the Belgian Federation of Graphic Industries asbl, a member of the Federation of Belgian Enterprises.
The present general conditions and business practices shall apply to all of our quotes, tasks, agreements and supplies. Each offer and each acceptance of an order shall previously be submitted to the approval of the supplier’s credit insurance company.
Article 1 – Definitions
The Client is the party who places the order and the service provider is the party who agrees to execute the order.
Article 2 – Proposals
The service provider’s proposals are without obligation and subject to evaluation of the website to be created. The service provider reserves the right to refuse an order. The supplier shall only be validly committed after written confirmation of the order or after commitment of the production expenses.
Article 3 – Order
The fact of handing over production elements (raw materials, models, copies and/or digital files, etc.) to a supplier with a request, without an explicit reservation, to supply a proof or a draft constitutes a commitment to the service provider to entrust the work to it or to compensate it for the expenses incurred.
Article 4 – Quotation
The price in the quotation is only valid for the work stated in it. Any modification made by the client to the wording of the initial quotation will be invoiced for as a supplement. The font type as well as the layout are left to the free choice of the supplier except where this is stated otherwise by the client. Quotations are always drawn up excluding taxes, which are always borne by the client. A client who can claim a reduced VAT rate or an exemption from VAT must provide all of the required justification relating to this when placing the order. The validity period for a quotation is one month for a job that has to be performed within nine months.
Article 5 – Calendar of the creation phases
The service provider will ensure that it respects the creation phases listed in the specific conditions or annexes (which however remain indicative) insofar as possible. In the event of a delay, the client can only terminate the service provider’s assignment within the twenty working days following receipt by the service provider of a registered letter from the client inviting it to adopt the measures needed to make up for the delay incurred as much as possible.
Article 6 – Duty of advice
The service provider will inform the client of the legal and administrative formalities to be fulfilled in order to open the website and for its protection, notably with respect to intellectual property law. This support is limited to the website as such, without any reference to its information content which remains the sole responsibility of the client. Having been asked, the client states that the information that it intends to put online satisfies the legal stipulations and does not breach the right of any third party.
Article 7 – Indexation
When the salaries and/or prices of raw materials increase, the prices of quotations are reviewed in accordance with the Febelgra indexation formula, which will be sent to the client on first request.
Article 8 – Debtor
Each person or company which places an order and asks for it to be billed to a third party becomes jointly and severally liable for its payment.
Article 9 – Software
A standard software package is ‘off the shelf’ software which has not been developed specifically to meet a special need of the client, in contrast to a specific software package which has been developed specially to meet a particular need of the client. A software package freely available for sale in the reseller market is deemed to be a standard software package. The service provider remains the owner of the knowledge developed or used when executing this contract and is free to use it for any other purpose, notably to create other websites. In particular, it can freely reuse the software components and the code developed specifically for the client for these purposes.
Article 10 – Intellectual rights – standard software
The client cannot assert any right of ownership or any intellectual right to a standard software package, as these rights are either the property of the software provider or the property of the developer or a third party, it being understood that the service provider assures the client that it is authorised to use the standard software package.
Article 11 – Intellectual rights – specific software
The price set in this contract includes a non-exclusive and non-transferrable right to use the specific software package, in accordance with its purpose. The type of the contract will be defined by the parties. The ownership of the source code always belongs to the service provider; the code cannot be either sold or transferred for free or subject to payment, or communicated or revealed, except if other agreements have been made between the parties. Without this provision leading to the least derogation from the rules governing the rights relating to the main software package, the adaptations of the main software package which comprise a derived work follow the regime applicable to a specific software package. The client undertakes to exercise the rights that it holds concerning the adaptation, while respecting the rights of the service provider or a third party to the standard software. Translating, modifying or changing the software is only authorised if this is necessary for the specific use of it. If the client modifies the software, the supplier can not guarantee that the specific software will still be compatible with the standard software.
Article 12 – Copyright – Patrimonial rights – Transfer
When a supplier, under whatsoever circumstances, performs a job involving creative activity in the sense of the legislation on intellectual rights, the rights arising from this creation and notably the right of reproduction remain acquired by the supplier and are only transferred to the client subject to a written contract to this effect. On the basis of the abovementioned provisions, the supplier who is the creator of a computerized system of data, images, a graphic tool, matrix, etc. benefits in the copyright area from the protection arising from the regulations on intellectual rights. The written contract on the transfer of copyright and notably the right of reproduction must be explicit: it cannot result either from the fact that the creative activity was stipulated in the order or from the fact that it forms the subject of special remuneration or finally because ownership of the copyright support medium was transferred to the client. Except where there is a special exclusivity contract, the supplier can reuse an artistic creation produced by its service.
Article 13 – Copyright & Right of reproduction – Counterfeiting
The placement of an order relating to the reproduction of any element which, supplied by the client, benefits from the protection of the provisions of the legislation on intellectual rights implies the assertion of the existence of a right of reproduction to its benefit by the client. It therefore lawfully guarantees the supplier against any challenge which may be faced by this right of reproduction. Each challenge relating to the rights of reproduction suspends execution of the work. In this context, in the case where placing an order would imply the provision by the client of digital media incorporating software and sets of fonts, the latter shall guarantee the supplier, notably on the origin of the acquisition of the software and sets of fonts and more generally against any challenge relating to use of this software.
Article 14 – Mention of the service provider’s name
The client cannot object to the mention of the service provider’s name at an appropriate location on the website, with a hypertext link to its homepage. The client shall ensure that this mention and this link remain at the appropriate location and are not hidden by other texts or components. The service provider can also quote the client’s name in the list of clients that have entrusted it with the assignment of creating their website for advertising purposes or to inform third parties.
Article 15 – Confidentiality clause
Unless it has been authorised in advance by the other party in writing, each of the parties undertakes not to disclose or communicate, not allow the disclosure or communication or directly or indirectly use the data, information, applications, methods and confidential know-how as well as any document of whatsoever nature which it learnt about during its assignment. The confidentiality obligations set out in this contract persist as long as the information in question retains its confidential nature, including beyond the date of the end of this contract.
Article 16 – Termination
If the client entrusts the service provider with the hosting of the website and/or the updating and maintenance or upgrading of the company’s data, these periodical services are awarded to it for a non-specified period, unless another agreement between the parties has been made. If termination occurs by one of the parties, the client can have its website hosted by a third party. However, the client cannot demand the transmission of the software that was specially developed for the website. The hosting agreement can only be terminated by sending a registered letter and a notice period of 3 months must be respected.
Article 17 – Periodicals – Notice
The client can only withdraw the execution of a periodic-type job (i.e. a job made up of recurring partial tasks) from the supplier subject to respecting the notice periods stated below. The notice period must be served by registered letter. If the time frames are not respected, the client shall indemnify the supplier for all of the losses incurred and the loss of earnings suffered during the period of non-compliance. Notice period: 3 months for a periodic job representing an annual turnover of less than EUR 7,500; 6 months for a periodic job representing an annual turnover of less than EUR 25,000; 1 year for a periodic job representing an annual turnover of EUR 25,000 or more.
Article 18 – Interruption or cancellation
If the order is cancelled or if its execution is interrupted at the client’s request, the invoicing will take place at the current stage of the order’s execution (salaries, raw materials, sub-contracting, etc.). The invoiced amount will comprise the expenses incurred by the supplied increased by contractual indemnification amounting to 15%. In all cases, a minimum amount of EUR 750 will be claimed. If a given job is interrupted due to the client’s delay in following up the items presented to it, the job shall be invoiced to it in its current state of execution as stipulated above after a period of one month. If execution of the job is suspended temporarily at the client’s request, a provisional invoice may be drawn up at the current stage of execution of the order (salaries, raw materials, sub-contracting, etc.)
Article 19 – Payment
Before advices, proposals and/or plans are transferred to the client, a deposit will be paid to cover the studies expenses. This deposit will be deducted from the cost of the final order. After the analysis report, the service provider shall create an initial invoice. Following approval of the definitive project, a second invoice shall be sent out. After the report on the receipt has been signed, a third invoice is sent out. Following the opening of the website to the public, the creation phase is completed and is followed by a fourth invoice. Other additional invoices are possible in accordance with additional wishes and/or orders from the client. Each invoice issued in the context of these conditions is payable at latest on the due date in the service provider’s business. Forwarding of the invoice is equal to a demand for payment. The service provider is entitled to suspend the ordered work without prior notice until payment of all partial invoices. If the client does not pay the pending invoices within the ten days following the interruption of services, or if the client cancels the execution of the future services in the order, the latter shall be invoiced for at the current state of execution of the creation services.
Article 20 – Due date
Invoices are payable at latest on the due date at the supplier’s business. As of the due date, each unpaid invoice shall lawfully and without notice of default bear late-payment interest in accordance with the Law on combating delays in payment (02/08/2002) as well as damages and interest covering recovery costs fixed contractually at 15% of the amount of the demandable receivable with a minimum of EUR 75. Moreover, where applicable, the service provider is entitled to demand the immediate payment of all (non-due) invoices and all other amounts, for which the service provider has granted a payment period to the client. The supplier therefore has the right to suspend execution of the contracts underway until the client has paid the abovementioned down-payments.
Article 21 – Proof
The electronic communications exchanged between the service provider and the client are accepted by the parties as authentic until proof is provided to the contrary if these are stored on a solid and non-alterable medium.
Article 22 – Content of the website
The client is solely responsible for the information content that it places online or requests to have put online. It undertakes to comply with all of the rules or regulations which could prevent, limit or regulate the distribution of such information, i.e. for exemplary purposes: codes of conduct and etiquette, protection of privacy, the respect for intellectual property rights, etc. The service provider guarantees that third parties cannot assert rights to the data and equipment made available to the service provider. The client guarantees the service provider against all claims by third parties to or in relation to the content of the website and the client shall indemnify the service provider for all loss or all harmful consequence which may ensue from this.
Article 23 – Suspension of the online service
Either at its own initiative or at the initiative of a third party, the service provider can decide to temporarily or definitively suspend the online service or access to all or part of the website, if it is reasonably convinced that a legal or regulatory provision or a contractual rule has been breached. The client waives all right to claim any compensation in the event of an error in assessment by the service provider, except in the case of malicious damage or professional negligence. The temporary or definitive suspension of the service in accordance with this provision does not suspend the client’s payment obligations.
Article 24 – Right of exit
The client can terminate the contract immediately without compensation on either side, if it persistently disagrees with the service provider which exercised its contractual right to suspend the provision of an online service or access to all or part of the website, provided that it has the same information hosted by a different service provider who accepts this.
Article 25 – Change of service provider
In the event of a change of a hosting provider or generally in the event of recourse to a different service provider, the client is solely responsible for ensuring that the new intervening party has the standard software packages needed for the website’s correct operation.
Article 26 – Liability
In the case of error or poor execution, the service provider’s liability is limited to the execution of the required corrections and cannot lead in any case to damages and interest except in the case of malicious damage or professional negligence by the service provider, its staff or subcontractors. Similarly, the service provider cannot be held liable for the harmful consequences and loss which arise from: any modification and/or addition to the content of the website due to third parties and/or the client, including action by hackers, any use which third parties may make of information and data made available on the website or the use of hyperlinks which may damage the rights of third parties. The service provider cannot be held liable in any case for indirect losses caused to the client, such as lack of earnings. The service provider’s liability is limited in any case to the amount of the contract (excluding hosting), which is the amount that the client would have paid if the service provider had provided the service to the client’s satisfaction.
Article 27 – Processing of Personal Data for the Principal
It may be that the supplier, within the framework of the execution of the order, has to process personal data as defined in the applicable regulations. In this case, the supplier acts as the processor for all operations taking place at the request of the principal, who will be considered responsible for the processing. The supplier will then process the personal data solely on the basis of written instructions from the principal, and for the purpose of the execution of the order. The principal undertakes fully and solely to comply with the statutory requirements, being the one responsible for the processing of the personal data. The supplier shall, in good faith, assist the principal in ensuring and proving compliance with the applicable statutory requirements. Staff members of the supplier who have access to the data are bound by an 2018.02.22 obligation of confidentiality. The supplier shall take reasonable technical and organisational measures to secure the data as is customary in the sector. The principal confirms that the data are not subject to any particular statutory safety or confidentiality requirements, except insofar as has been agreed in writing between the supplier and the principal. The principal agrees that the supplier may entrust the processing of the personal data to a third party, including outside the European Union, provided that the supplier ensures compliance with applicable regulations. After completing the order, the supplier is under no obligation to retain the personal data.
Article 28 – Processing of Personal Data for the Supplier
In the event that the supplier, upon execution the order, has to process personal data for his own purposes, namely for the management of the relationship with the principal and of his order, the supplier shall be responsible for the processing. In that case, the personal data are only processed insofar as necessary for the performance of the agreement with the principal, or for compliance with the applicable legislation, and for defending the supplier’s legitimate interests. The supplier shall ensure compliance with the applicable legislation for these operations. The principal agrees that the supplier may entrust the processing of the personal data to a third party, including outside the European Union, provided that the supplier ensures compliance with applicable regulations and compliance with the present General terms and Conditions.
Article 29 – Force majeure
In the case of force majeure and more generally, in all circumstances which prevent, reduce or delay execution of the work by the supplier, or which cause an excessive aggravation of the commitments accepted by the latter, the supplier is discharged from all liability, it can reduce the commitments, sever the contract or cancel its execution, without being obliged to pay any compensation. Such circumstances include: war, civil war, mobilisation, unrest, strikes, lock-outs, both in the case of the supplier and its co-suppliers, breakdown of machines, computer bugs or viruses, fire, water damage, interruption of the means of transport, difficulties in sourcing stocks of raw materials, materials and energy as well as the restrictions or prohibition provisions imposed by the authorities.
Article 30 – Encroachment of the validity – Non-renunciation
If any clause of these Terms are to be considered as invalid, illegal or void, this will in no way affect the validity, legality and applicability of the other clauses. Failure at any time by the supplier to enforce or to exercise any of the rights set out in these Terms, could never be seen as a renunciation of these rights and will never affect the validity of these rights.
Article 31 – Competence
Any dispute relating to the conclusion, validity, interpretation or execution of this contract and the contracts ensuing from it is governed by Belgian law and comes within the exclusive competence of the courts in the jurisdiction where the supplier’s business is established.