General terms and conditions
1. General provisions
These general terms and conditions define, without prejudice to the application of specific conditions, the respective obligations of the contracting parties in connection with services provided by our services.
By signing the contract or the order form, our contracting partner expressly acknowledges having read and accepted these general terms and conditions.
The provisions from which no express derogation is made shall continue to apply. Only deviations agreed in writing by us may change the application of these general terms and conditions.
In the event of any conflict between the general terms and conditions of our contracting partners and ours, it is agreed that the latter shall prevail.
2. Validity of offers
Unless otherwise agreed in writing, the validity period of our offers is thirty clear days from the date of their issue.
3. Commitment
The signing of an order form or any other contractual document constitutes a firm and definitive commitment by our customers.
Changes made by the customer to our offer will only be valid if we have accepted and confirmed them in writing.
4. Prices
The fixed prices are denominated in euros, excluding VAT.
Notwithstanding any subsequent modification of our price list, the price applicable to the customer is the one in force on the day of conclusion of the contract or signature of the order form. However, we reserve the right to reflect in our prices any change in the applicable VAT rate that may occur before the date on which our service is terminated.
They are established in consideration of normal work, without interruption, all elements that the client must provide or prepare being in order at the appropriate time.
Any additional difficulty giving rise to additional work costs on our part, caused by any circumstance outside our organisation, as well as any modifications requested by the client, shall give rise to the prior drafting of a written document signed by all the parties and to additional invoicing on the basis of our hourly rate in force at that time.
5. Payment of payment
By working with us, the contracting partner expressly declares that he accepts that invoices in electronic form (dematerialised document) will be sent to him.
Invoices are payable in cash in full cash on the following account number: IBAN; BE49 0018 1001 7471, BIC; GEBABEBB, opened in the name of Danshi Zen.
Payments made after this period shall automatically and without formal notice bear interest at a rate of 8.5% and a fixed and irreducible indemnity of 10% of the invoiced amount, with a minimum of €50 as damages.
Failure to pay an invoice on time makes all amounts due immediately payable, regardless of the payment facilities previously granted.
6. Methods of execution
The schedule for the execution of the desired services can only be established after signature and return of all documents relevant to the execution of the contract.
A work can only be considered as being carried out "on a fixed price" if it is expressly presented as such in the contract established between the parties prior to its execution.
Any other service constitutes "direct labour" for which the client signs an estimate before its execution. In such cases, the service provider reserves the right to invoice the customer for an amount higher than that initially agreed by quotation on the basis of the statement of hours actually worked and provided that the price finally invoiced does not exceed by more than 15% the amount initially agreed.
7. Time limits
The deadlines set for our services are given, unless otherwise stipulated, only as an indication.
If a time limit is mandatory, it must clearly be specified as such on the purchase order or other contractual document. In this case, the customer may, when the work is delayed, claim compensation up to a maximum of 10% of the total price of the order. Even in this case, the following circumstances free us from our delays:
1 - Cases of force majeure;
2 - If the order to start our services is given late in relation to the contract or our order confirmation;
3 - If the payment conditions are not respected;
4 - If changes are decided or requested by the client during the work.
5. Quality commitment and responsibility on the part of the service provider
The service provider guarantees a constant approach to controlling the quality of the work entrusted to it by the contracting party.
The service provider undertakes to ensure the client a constant quality of service, to implement techniques perfectly adapted to the service requested in the contract, to adapt its equipment, methods, resources and know-how to the evolution of the business in which it evolves in order to always give the client the assistance most adapted to his needs and most in accordance with the state of the art.
The service provider's obligation is an obligation of means, and cannot commit him/her to the result.
If the service provider is no longer able to continue performing the tasks entrusted to him, he shall immediately notify the client, so that the latter can take the necessary measures, including entrusting these tasks to third parties.
9. Graphic design services
The client confirms that the material used or provided to the service provider for use is not illegal and in no way violates the rights of third parties and is solely responsible for the content of the publications for which it requests performance by the service provider.
The client undertakes, in particular and in a non-limited way, to obtain authorisations and to pay any rights on texts, photos, illustrations, music and in general on any work used, if it has not fallen into the public domain.
10. Intellectual property rights
Any intellectual property rights arising from services provided as part of a consultancy, graphic design, website development or development or improvement of computer software for the benefit of the client shall be considered as the property of our client, unless otherwise specified or rights are inalienable. However, it is understood that the service provider may make use of the content of the work carried out for the part not directly related to the client's activity.
11. Confidentiality
With regard to the communication of confidential information by its owner (service provider or customer) to the recipient (service provider or customer), the latter agrees to keep such information secret and to treat it in complete confidentiality. They may only be used within the framework of the project.
Both during and after the term of this contract, the recipient agrees not to disclose, use or reproduce the confidential information communicated to it, nor to allow it to be used for purposes other than those for which it was communicated to it.
Even in the latter case, the prior written consent of the owner will be required to ensure the confidentiality of the information.
The recipient assumes full responsibility and will indemnify the owner for any publication or misuse of confidential information.
The recipient agrees to use the information only for the purpose defined in this contract and according to the destination given by the owner.
The recipient shall take the necessary measures to ensure that its employees and any person who may become aware of the other party's confidential information are equally bound by this contract.
12. Intuitu personae
The contract binding the parties must be considered as having been concluded intuitu personae with regard to the service provider.
In the event of the death, bankruptcy or judicial liquidation of the service provider, the contract shall automatically terminate. In this case, the client company is entitled to immediately take all necessary steps to appoint a new service provider. In this case, no compensation of any kind whatsoever could be claimed.
Given the intuitu personae nature of the contract against the service provider, the contract is non-transferable on the part of the latter, without the joint agreement of the parties.
13. Cancellation
In the event of unilateral cancellation by the other party less than two working days before the agreed performance day, we reserve the right to demand compensation equal to 30% of the total amount of the cost of the said performance.
14. Termination-resolution at the fault of a contracting partner
In the event of termination-rescission of the contract at the fault of our contracting partner, a fixed compensation of 30% of the total price shall be payable to the other party in addition to the payment of the price of the service partially performed in proportion to the degree of effective performance thereof on the date of termination-rescission.
15. Applicable law
Belgian law applies to everything that has not been explicitly agreed in these terms and conditions.
16. Disputes and disputes
Except in the event of payment claims, the parties undertake to attempt to resolve by mediation or judicial conciliation any dispute relating to the validity, interpretation or execution of this agreement.
This will start no later than 15 clear days after the request for mediation or extra-judicial conciliation notified by one party to the other party. The duration of the mediation may not exceed 30 working days, unless the parties expressly agree otherwise.
In the event of proceedings for payment or failure of the mediation or extra-judicial conciliation procedure, the courts of the judicial district of Brussels Capital shall have exclusive jurisdiction, unless otherwise required by law.
17. Changes to the Agreement
Any change in the specific agreements or general conditions herein shall be the subject of a written amendment signed by all parties.
18. Saving clause
The invalidity or illegality of one of the clauses of our general terms and conditions does not in any way invalidate or invalidate the other clauses of the contract concluded between the parties.
In the event that the offending provision affects the very nature of these general terms and conditions, each of the parties shall endeavour to negotiate immediately and in good faith a valid provision of equivalent economic effect or, at the very least, as close as possible to the effect of the cancelled provision.