Article 1. Application of general terms and conditions
1.1. These general terms and conditions apply to all offers from and to all agreements with Reputations bvba, even if there are conflicting provisions stated on the customer’s documents. By placing an order, the customer accepts the general conditions of Reputations bvba.
Article 2. Offers and quotations – order confirmation
2.1. All offers and quotations of Reputations are without obligation until the moment of acceptance by the customer. The agreement is established when the customer confirms the offer to Reputations for approval, unchanged, within fourteen days. Each order or order confirmation by the customer connects the customer to the agreement. The agreement replaces all previously concluded oral and/or written agreements. The execution of the order starts from the confirmation.
2.2 All changes in scope / functionalities during and / or after the process are carried out under direction at the then current hourly rate, unless otherwise agreed.
Article 3. Cancellation of the order
3.1. The cancellation of an order by the customer is possible as long as Reputations has not yet started its activities and on payment of a compensation of 30% of the agreed price, with a minimum of 500 EUR.
Article 4. Delivery
4.1. The date of delivery is only given as an indication and does not bind Reputations. Delays in delivery do not entitle the customer to compensation or price reduction, nor to dissolution of the agreement.
4.2. If the parties have explicitly agreed on a binding delivery period, this period will be extended if the customer fails to provide information, documents, originals or images (in time) and to accept the improved proofs (in time), or if the customer places additional orders.
Article 5. Risk
5.1. All goods belonging to the customer and located at Reputations are stored there at the customer’s risk.
Article 6. Payment methods
6.1. Unless agreed otherwise, Reputations’ invoices are payable within 15 days of the invoice date. Disputes must be made known to Reputations within seven working days after the invoice has been sent by registered letter. A dispute can under no circumstances justify a postponement or suspension of payment.
6.2. All invoices are payable on their due date by transfer to the account of Reputations. Each payment will be charged on the oldest expired invoice, and first on the interest and costs due. Permitted discounts expire when the general terms and conditions of sale are not respected.
6.3. If the customer does not proceed to payment within 8 days after receipt of a reminder by Reputations, the customer owes Reputations a late payment interest at the interest rate determined in article 5 of the Law of 02/08/2002 on combating late payment in commercial transactions. There is also a fixed compensation of 10% of the invoice amount with a minimum of 125 EUR. This amount does not include any collection, legal and/or execution costs that may have been postponed within the framework of a judicial collection. Your own General Terms and Conditions do not apply to our legal relationship. The interest due is calculated from the date of the reminder until full payment. In addition, Reputations reserves the right to suspend the further execution of its obligations until the customer has paid the overdue invoices. Any delay in payment by the customer makes all amounts due and payable at once.
In that case, the customer may not use the creations made by Reputations.
6.4 Completion of the work carried out can only take place after payment of 90% of the invoices. The transfer of source files and the intellectual property rights associated with the delivered work can only take place after the customer has paid the full amount of the contract.
6.5 Projects that have been put on hold by the client do not give rise to suspension of payment. Online marketing projects cannot be suspended for planning reasons.
6.6. Reputations is entitled to terminate the agreement with immediate effect and / or access to the services (e.g. website) in whole or in part and temporarily or permanently block, if the customer one or more of his obligations arising from this agreement in whole or in part (such as a non-payment of the invoice) without the customer can claim reimbursement of prepaid fees or compensation. Reputations will in any case inform the customer. Furthermore, Reputations is entitled to terminate the agreement without further notice and by operation of law with immediate effect in the event that the customer is declared bankrupt, the customer has requested or accepted a judicial settlement, or more generally the customer is in suspension of payment.
Article 7. Liability – General
7.1. Reputations undertakes to carry out all services to be provided with care. All performances of Reputations are obligations of means. Reputations is not liable for errors in the execution due to insufficient or wrong input by the customer. After delivery, we provide a transparent transfer of the created carriers. For websites, we also provide a guarantee period of 6 weeks after test delivery, for the processing of technical bugs. The test delivery is regarded as a provisional acceptance by the customer. Without written notice to the contrary, this provisional acceptance becomes final after 6 weeks.
7.2. Reputations cannot be held liable for any error (even a gross error) on the part of its employees, except in the case of fraud. Reputations, whatever the cause, form or object of the claim in which liability is invoked, can under no circumstances be held liable for any consequential damage such as, for example, loss of expected profit, fall in turnover, increased operational costs, loss of clientele, which the client or third parties would suffer as a result of any error or negligence on the part of Reputations or an appointee.
7.3. The liability of Reputations with regard to services provided to the customer is in any case limited to either the reimbursement of the price paid by the customer, or the re-performance of the services, at the choice of Reputations. The total liability of Reputations will never exceed the price paid by the customer to Reputations for the services that gave rise to the claim.
7.4. With regard to the services provided by third party suppliers, Reputations does not accept any liability above or beyond the liability that the third party suppliers are prepared to accept for their products or services.
7.5. Reputations cannot be held responsible for the use of photographs or fonts supplied and/or approved by the customer.
Article 8. Software liability
8.1. Without prejudice to Article 7, the following applies to software: the flawless operation of a computer configuration (all of the hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning strike…) and 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 can occur. The customer undertakes to put in place appropriate mechanisms for the security, storage and repair of data.
Article 9. Intellectual property rights
9.1. Intellectual Property Rights is understood to mean: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, neighbouring rights, trademarks, trade names, logos, drawings, models or applications for registration as a design or model, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programs and semiconductors.
9.2. Both parties accept that the concept of a website (i.e. the construction of the screens of the website, main navigation) will in principle not be protected by Intellectual Property Rights. The customer can therefore find a similar structure at other sites developed by Reputations.
9.3. The Intellectual Property Rights associated with the visual design of the website created by Reputations are transferred to the customer, after payment (art. 6.4). This transfer applies to the fullest extent, for all modes and forms of exploitation, for the entire duration of the right in question and for the entire world. In addition, the customer receives a non-exclusive licence to use all the codes used for the website. This license is valid for the duration of the copyright protection of the code and for the entire world. However, if the website contains photos or drawings that were not provided by the customer but were taken by Reputations from a website that makes photos and illustrations available online, whether for a fee or not, the user licence that the customer obtains for these photos and drawings is subject to the conditions stipulated on the website of this online library. As a rule, this user licence will not be exclusive. Reputations does not provide any guarantee with regard to these photos and illustrations.
9.4. The Intellectual Property Rights associated with the CMS (i.e. the necessary software for managing the content of the website) belong exclusively to Reputations or a third party with which Reputations has concluded an agreement in this respect. Subject to the payment of an annual license fee, determined in the offer of Reputations, and subject to the suspensive condition of the full payment of this fee, the customer obtains a non-exclusive, non-transferable license to use this software. The customer is forbidden to grant sub-licenses to third parties, or to make the software available to third parties in any way, to communicate, to use it for the benefit of third parties or to commercialise it.
9.5. The customer will respect the Intellectual Property Rights of Reputations at all times and will make reasonable efforts to protect those rights. The customer will immediately inform Reputations of any infringement by third parties of the Intellectual Property Rights of Reputations of which he becomes aware.
Article 10. Hosting services
10.1. For the hosting, Reputations cooperates with a specialised hosting partner. A description of the hosting services and the liability of this partner is included in the Service Level Agreement (SLA) of this hosting partner. This SLA can be modified or changed by the hosting partner. At the customer’s first request, Reputations will provide the customer with a copy of the current version of the SLA.
10.2. The hosting services are provided by Reputations to the customer on an annual basis, subject to payment by the customer of the fee due. If the customer wishes to cancel this service, he must do so by sending his cancellation to Reputations by e-mail no later than 1 month before the expiration date. In case of late termination, the customer will owe the compensation for the next calendar year.
Article 11. Domain name
11.1. If the customer orders a domain name through Reputations, then the rights attached to this domain name belong exclusively to the customer. Reputations as agent is responsible for the management of the domain name as far as the customer pays the annual fee to Reputations. This management agreement is of indefinite duration and can be terminated by e-mail no later than one month before the anniversary of the domain name registration.
Article 12. Maintenance contract
12.1 After the contractual guarantee period of 6 weeks, we continue to work under a maintenance contract/service contract. Such a maintenance contract allows us to reserve a fixed number of hours in the planning in order to provide changes and support at a fixed cost. The contract is valid for 1 year, unless otherwise agreed.
Article 13. Termination of the agreement
13.1. If the client is guilty of a serious breach of contract which the client does not remedy within 8 days of receipt of a notice of default sent by registered mail, Reputations has the right to either (i) suspend the agreement until the client has fulfilled his obligations, or (ii) terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be considered as a serious breach of contract.
13.2. Upon termination of the agreement, the customer will pay all services provided by Reputations, as well as the costs incurred by Reputations as a result of this termination, plus a fixed compensation of 30% of the amount that Reputations could have invoiced to the customer if the agreement had been fully executed. Any advance paid remains acquired for Reputations in any case. In addition, Reputations reserves the right to claim a higher compensation if it proves that its actual damage is greater than the fixed damage as determined above.
13.3. Nevertheless, each party accepts to give the other party a reasonable period of time to remedy any shortcomings, and to always first look for an amicable settlement.
Article 14. Obligation of confidentiality
14.1. The parties undertake to keep the commercial and technical information and the trade secrets which they learn from the other party confidential, even after the termination of the agreement, and to use them only for the execution of the agreement.
Article 15. Processing of personal data
15.1. Insofar as the customer processes personal data on the Reputations server, Reputations has the capacity of processor. The customer is responsible for the processing of personal data within the meaning of the Personal Data Processing Act. The customer declares to fully comply with the obligations of the data controller, as laid down in this law.
15.2. Within the framework of the services for the client, Reputations processes personal data of the contact persons specified by the client. The contact details of these persons are processed for the purpose of ‘customer management’, i.e. to contact the customer with regard to the services. The contact persons have a right of access and correction with regard to their data.
Article 16. Reference
16.1. The customer agrees that the work carried out by Reputations for the customer is included in the Reputations reference portfolio.
Article 17. Force Majeure
17.1. Force majeure situations such as strikes, public unrest, administrative measures and other unexpected events over which Reputations has no control, relieve Reputations, for the duration of the nuisance and for their scope, of its obligations, without the right to any price reduction or compensation for the customer.
Article 18. nullity
18.1. If any provision of these terms and conditions is void, the remaining provisions will remain in full force and Reputations and the customer will replace the void provision by another provision that approximates the purpose and purport of the void provision as much as possible.
Article 19. Applicable law – competent court
19.1. Belgian law is applicable to Reputations’ agreements. Any dispute relating to the conclusion, validity, execution and/or termination of this agreement shall be settled by the competent court of Antwerp.
Article 20. The creation of distinguishing signs
20.1. We certainly have the expertise in-house to develop a word or figurative mark or a complex word or figurative mark for you.
20.2. We would like to point out, however, that Reputations cannot be held responsible for an investigation into the availability of a word or figurative mark. We advise you to contact a specialised trademark agency to check whether certain signs have not previously been used by third parties or registered as a trademark.
20.3. You should discuss the distinctive character of your distinctive sign with the same specialised trademark agency, as such an evaluation presupposes specialised legal knowledge.
20.4. We will be happy to discuss with you further how we can approach the creation of your logo, and how we can collaborate with the specialised agency.
20.5 The purchase of fonts, stock photographs and other graphic material is done in consultation with the client and is passed on to the client. This can be an annual or a one-off cost.