These general terms and conditions apply to all offers from and
agreements with Frauxel, regardless of any conflicting provisions stated on
customer documents. Acknowledged by placing an order
the customer accepts Frauxel's general terms and conditions.
Offers, quotes & order confirmation
All offers and quotations from Frauxel are without obligation
moment of acceptance by the customer. Quotations remain valid until
30 calendar days after quotation date unless stated otherwise.
The agreement is concluded when the customer submits the quotation unchanged
sign for approval within 30 days and return it to Frauxel.
Every order or order confirmation by the customer commits the customer.
The agreement replaces all previously concluded and/or oral agreements
chords.
The quotation is not divisible and therefore cannot be split
unless otherwise stated. Frauxel is obliged to provide a composite quotation
not to carry out part of the assignment against a
corresponding part of the stated price.
The order will be executed upon receipt of the advance payment,
unless expressly stated otherwise in the quotation. The amount of it
advance payment is always stated in the quotation.
Offers and quotations do not automatically apply to future offers
assignments.
Any additional works, caused by third parties or extra
functionalities / wishes that are not mentioned in the quotation,
are carried out under supervision at the basic hourly rate of EUR 70.00/hour.
Cancellation of the order
The cancellation of an order by the customer is possible for as long as
Frauxel has not yet started its work and subject to payment
of compensation of 25% of the agreed price, with a
minimum of 500 EUR.
Delivery
The date of delivery is given only as an indication and is binding
Not Frauxel. Delay in delivery does not give the customer any rights
compensation or price reduction nor on dissolution of the
agreement.
If the parties expressly agree on a binding delivery period
agreed, this period will be extended if the customer is in default
remains to transfer information, documents, originals, images (in a timely manner).
and to accept the improved tests (in a timely manner), or if the
customer places additional orders.
Risk
All goods belonging to the customer and located at Frauxel
are stored there at the risk of the customer.
Payment terms
Unless expressly stated otherwise in writing
agreement, the customer must pay an advance with each order
paying 30% of the invoice amount. Upon delivery of the order
the customer owes 60% of the invoice amount. The remaining 10% is
payable at the end of the support period (mentioned in the quotation -
standard 1 month).
All invoices are payable on their due date by bank transfer
Frauxel's account number (mentioned on all invoices and quotes).
If the customer does not make payment within 8 days of receipt
of a reminder to this effect, the customer is liable to Frauxel
late payment interest of 12% per year and a lump sum
compensation of 10% of the invoice amount with a minimum of
EUR 100.00, from the date of the reminder until the full amount
payment.
Frauxel reserves the right to suspend its further performance
to suspend obligations until the customer receives the overdue invoices
has paid. Any delay in payment by the customer makes all the difference
sums due become immediately due and payable. All will also expire
permitted discounts if these general conditions are not respected
sales conditions.
After the customer has approved the delivered product or service
no further changes to the product or service will be made
carried out free of charge.
Complaints - protest of the invoice
Any protest must be sent to Frauxel by substantiated registered letter
are delivered within 8 days. For complaints or
disputes regarding the services provided catch the period
the day after delivery. The term begins with regard to the invoice
on the invoice date. In the absence of timely protest, the
services/invoices are finally accepted and payment is due.
Liability - General
Frauxel undertakes to provide all services with care
to feed. All of Frauxel's services are obligations of means.
Frauxel is not liable for errors in implementation
to insufficient or incorrect input by the customer.
Frauxel cannot be held liable for any errors (even
a gross error) of her or her appointees, except in the case of
deception. Frauxel will, whatever the cause, form or object
of the claim in which liability is invoked
under no circumstances can we be held liable for any consequential damage
such as loss of expected profit, decrease in turnover,
increased operating costs, loss of clientele, which the customer
or third parties would suffer as a result of any error or negligence on the part of
Frauxel or an appointee.
Frauxel's liability with regard to the customer
services provided is in any case limited to either the refund
of the price paid by the customer, or the re-execution of
the services, at Frauxel's discretion. The total liability of
Frauxel, will never exceed the price agreed by the customer
Frauxel was paid for the services that gave rise to it
claim.
If and to the extent that this is necessary for proper execution of the agreement
required, Frauxel has the right to omit certain work
performed by third parties.
As for services provided by third-party providers, you accept
Frauxel has no liability whatsoever in excess of or other than the
liability that the third party suppliers are willing to accept
for their products or services.
The client mutually acknowledges e-mail as legal and valid
evidence.
Frauxel is in no way liable for the content of the
materials supplied by the customer (including images),
as well as for the content that the customer itself stores on its systems (e.g
website, for example). The customer must be aware of this
ensure that the material supplied does not infringe any
intellectual property rights or legal provisions.
Frauxel is not liable if the
website, when this is due to technical or administrative reasons
problems with its suppliers and/or subcontractors, malicious intent
(hacking) or force majeure.
Frauxel is not liable for infringements against the Belgian
website. The customer must be aware of the legislation and regulations
request the necessary implementations from Frauxel.
Software liability
Without prejudice to Article 8, the following applies to software: the
flawless operation of a computer configuration (the entirety of hardware
and software) can never be fully guaranteed, due to:
external factors (power outage or disruption, lightning strike,...) as
due to factors specific to the computer configuration (defects,
network failures, undiscovered errors in system and
application software,...), so that, among other things, unexpected loss of (even
all) programs and/or data may occur. The customer commits
appropriate mechanisms for security, safekeeping and
install data recovery.
Intellectual property rights
Intellectual Property Rights means: all
intellectual, industrial and other property rights (regardless of whether
whether they are registered or not), including but not limited to
to copyrights, neighboring rights, brands, trade names, logos,
drawings, models or applications for registration as drawings or
model, patents, patent applications, domain names, know-how,
as well as rights to databases, computer programs and semiconductors.
Both parties accept that the concept of a website (in particular the
structure of the screens of the website, main navigation) in principle
will not be protected by Intellectual Property Rights. The
The customer can therefore find a similar structure with other doors
Frauxel developed sites and web applications.
The Intellectual Property Rights associated with the visual design
of the website/web application created by Frauxel
transferred to the customer. This transfer applies in the most complete way
scope, for all modes and forms of exploitation, for the entire duration
of the relevant law and for the entire world. Moreover
the customer receives a non-exclusive license to use all for the
website codes used. This user license applies for the duration of
the protection of the code by copyright and for the entire
world. However, if the website contains photographs or drawings that
were not supplied by the customer, but were supplied by Frauxel
taken from a website that offers online photos and illustrations
makes it available, whether or not for payment, then the
license of use that the customer obtains on these photos and drawings,
depending on the conditions determined on this online website
library. As a rule, this license of use will be non-exclusive
are. Frauxel does not provide any warranty in relation to this
photos and illustrations.
The Intellectual Property Rights associated with the CMS (i.e. the
software necessary to manage the content of the website).
exclusively to Frauxel or a third party with which Frauxel has an agreement in this regard
agreement has been concluded. Subject to payment of an annual fee
license fee, determined in Frauxel's quotation, and below
condition precedent of full payment of this compensation,
the customer obtains a non-exclusive, non-transferable
license to use this software. The customer is prohibited from
to grant sublicenses to third parties, or to use the software
to make it available to third parties in any way, to communicate it,
to use for the benefit of third parties or to commercialize.
The customer will retain the Intellectual Property Rights of Frauxel in all respects
respect those rights at all times and make reasonable efforts to enforce those rights
to protect. The customer will immediately inform Frauxel
any infringement by third parties of the Intellectual Property Rights of
Frauxel of which he takes note.
Data (texts, photos, illustrations…) provided by the customer
supplied are deemed to be in accordance with the applicable laws
copyright and other intellectual property rights. Frauxelle
is not liable for infringement of patents, license or
other rights of third parties through the use of data, which her
by or on behalf of the customer for the execution of the order
provided. The customer must investigate the existence of this himself
these rights, including patent rights, trademark rights, drawing rights or
design rights, copyrights, portrait rights… of third parties.
Hosting services & domain name
When the client prefers the web hosting of the project
to have another hosting partner take care of it, he is bound to the
conditions imposed by this hosting partner. Frauxel is not
responsible for performance and safety. Possible
additional work by Frauxel as a result of the choice for the relevant one
hosting provider are charged to the customer.
Unless there is a specific additional and deviating agreement in this regard
is concluded with Frauxel regarding the provision by
Fraudulent backups, the user is solely responsible for
taking backups of his hosting account. Frauxel can do this
cannot be held liable in any way. As far as through
Frauxel if any backups were taken, these are only
intended for internal use.
Supply source files
Source files used for the creation of the product are not
delivered unless otherwise stated in the agreement. Source files
However, they can always be obtained for a fee.
Termination of the Agreement
If the customer is guilty of a serious contractual
breach of contract that the customer does not remedy within 8 days of receipt
of a notice of default sent by registered mail, Frauxel has it
right to either (1) suspend the agreement until the customer
obligations have been fulfilled, or (2) the agreement with
with immediate effect. The non-payment of one or
multiple invoices on their due date will always be considered
a serious contractual breach.
Upon termination of the agreement, the customer will receive all damages from Frauxel
services provided, as well as the costs that Frauxel has to incur
as a result of this termination, plus a lump sum
compensation of 30% of the amount that Frauxel could still have paid
invoice the customer if the agreement is complete
executed. Any advance paid remains in any case
acquired for Frauxel. In addition, Frauxel reserves the right to
to claim higher damages if she proves that her
actual damage suffered is greater than the lump sum damage such as
determined above
Nevertheless, each party agrees to grant the other party reasonable compensation
grant a period to remedy any shortcomings,
and to always first look for an amicable settlement.
1Confidentiality
The parties undertake to provide commercial and technical information
and the trade secrets they learn from the other party, even after
to keep the termination of the agreement secret and only to
use for the execution of the agreement.
Processing personal data
In the context of customer services, Frauxel processes
personal data of the contact persons specified by the customer. The
contact details of these persons are processed for the purpose
'customer management', i.e. to contact the customer regarding the
services.
The customer has the right to inspect and correct any data
his or her personal data provided proof of identity (e.g. to the
by means of a copy of the identity card). Applications are due
must be delivered to Frauxel in writing, dated and signed.
This can be done via info@frauxel.be or via the postal address. Frauxel sets everything
every effort to update the information as soon as possible.
Reference
The customer agrees that the services provided by Frauxel to the customer
developed product is included in the reference portfolio of
Frauxelle.
Force majeure
Force majeure situations such as strikes, public unrest,
administrative measures and other unexpected events
over which Frauxel has no control, free Frauxel, for the duration
of the nuisance and for their scope, of its obligations, without
right to any price reduction or compensation for the customer.
When it is concluded in the above situation that it is no longer possible
it is possible to reasonably fulfill the obligations, the
agreement may be revised or dissolved by mutual agreement.
Any services already delivered by Frauxel up to that point
of force majeure will still be invoiced.
Nullity
If any provision of these general terms and conditions is void,
the remaining provisions will remain in full force and effect and will continue to affect Frauxel and
the customer replaces the void provision with another provision
the purpose and scope of the void provision as much as possible
approaches.
Applicable law - competent court
Belgian law applies to Frauxel's agreements.
Any dispute regarding the conclusion, validity, the
execution and/or termination of this agreement
settled by the competent court in Brussels.
Privacy
All data is processed with due care and discretion by Frauxel
treated as included in Article 15.
Software development
Frauxel has the right to use open source components.
Frauxel is not responsible for malfunctions, bugs and updates
open source systems and external support systems (e.g. browsers,
operating systems…) or its consequences for the software
delivery.
Frauxel may, at its sole discretion, propose to the customer the use of
creating existing (paid or non-paying) modules. The operation of
these modules are considered standard functionality.
Changes to the operation of these modules are not provided for
proposal unless this was explicitly stated. Frauxel can't
be held liable for the correct functioning of this
modules.