Terms of services
ARTICLE 1 – APPLICABLE CONDITIONS
1.1. These general service conditions (hereinafter referred to as “the General Conditions”) aim to define the conditions under which intellectual services (hereinafter referred to as “the Services”) of the SRL ITZY (hereinafter referred to as “the Service Provider”) are concluded with the Client.
1.2. The Client unreservedly adheres to these conditions, which he acknowledges having perfect knowledge of, as soon as he places an order.
1.3. These General Conditions govern all contracts for services provided by the Service Provider and are supplemented, if necessary, by the Specific Conditions contained in other commercial documents of the Service Provider, such as the quote. In the event of a conflict and/or contradiction between these different documents, the Specific Conditions shall prevail over the General Conditions.
1.4. The acceptance of these General Conditions excludes the application of any other provisions found in any commercial document of the Client, except with the prior written agreement of the Service Provider.
1.5. This English translation of the Terms of Services is provided solely for the convenience of English-speaking users. The French version of these Terms of Services shall prevail over any translation in case of discrepancy or dispute between the French version and any translated version. The French version shall be the legally binding version of these Terms of Services.
ARTICLE 2 – CONTRACT FORMATION
2.1. The Contract comes into effect upon written agreement given by the Client following the quote proposed by the Service Provider.
2.2. In the absence of any contractual document, it is expressly agreed between the Client and the Service Provider that emails exchanged between the parties may be used to establish a commercial relationship and therefore constitute regular evidence of the existence of an order and its acceptance.
2.3. Any service provided following this agreement will be invoiced.
2.4. Any modification of the order during its execution, as well as any change in the use or distribution of the creations or materials delivered, may lead to a revision of the initially agreed price, without prejudice to the Service Provider’s right to object to modifications that infringe its intellectual property rights.
2.5. In case of cancellation of the order by the Client, the Service Provider reserves the right, in accordance with the common law, either to demand the forced execution of the contract, or to consider, after prior formal notice, the contract as terminated automatically and exclusively at the buyer’s fault. In this case, a flat-rate indemnity of 50% of the price of the Services must be paid automatically by the Client within eight days of notification of this termination.
ARTICLE 3 – PRICES AND PAYMENT
3.1. The hourly rate and/or fixed price of the Services are stated in euros, exclusive of taxes, on the offer, quote or invoice.
3.2. In the event of non-payment or partial payment of the amount due by the Client on the due date indicated on the invoice, contractual interest set at 10% per annum on the unpaid amount will be due automatically and without prior notice the day after the due date. In addition, a flat-rate compensation amounting to 10% will be applied on the total amount of the unpaid invoice.
3.3. An invoice shall be deemed accepted by the Client if it is not contested by registered letter with acknowledgement of receipt within 15 calendar days from its issuance.
ARTICLE 4 – LIABILITY
4.1. Unless otherwise expressly agreed, the Service Provider is only bound by an obligation of means: therefore, the Service Provider assumes no responsibility for non-performance, delays, defects or other failures resulting from an external cause or events, even if foreseeable, beyond its own control (examples, without limitation: power failures, telecommunication network failure, illness, service incidents, or failures of one of its subcontractors or another Service Provider, etc.).
4.2. To the extent that the Service Provider’s liability is established, it shall be limited in all cases to the foreseeable damage at the time of the conclusion of the contract, namely the price of the services invoiced since the beginning of the contract.
4.3. Consequently, the Service Provider cannot be held responsible for any indirect losses, damages, costs or expenses of any kind, regardless of the cause.
ARTICLE 5 – WARRANTIES
5.1. The Service Provider warrants and undertakes that the intellectual property rights associated with the computer creations do not infringe the copyrights or any other intellectual property rights of third parties.
5.2. The Client warrants to the Service Provider that the elements it provides for the performance of the services may be freely used, without any restriction, for the purposes of such services, and it releases the Service Provider from any liability in this regard. The Client will in particular indemnify the Service Provider against any claim by a third party asserting rights over such elements. The Client will also hold the Service Provider harmless against any damages in this regard.
ARTICLE 6 – INTELLECTUAL PROPERTY RIGHTS
6.1. Subject to full payment of the Service Provider’s invoice, the Service Provider assigns to the Client the rights to use the creations that have been produced in the performance of the contract, including preparatory design material such as plans, sketches, and drawings, etc. This assignment is granted for the entire duration of the copyright and worldwide. It represents a fixed percentage determined by the Service Provider based on the Services provided and the total amounts invoiced.
6.2. The assignment includes the rights of reproduction, adaptation, public communication, and exploitation in all forms and on all present and future media/formats, including paper, electronic, magnetic, network disk, floppy disk, DVD, CD, CDI, On line and Off line.
ARTICLE 7 – RETENTION OF TITLE
7.1. The Provider retains full ownership of the delivered creations and related rights until full payment of the price, taxes, and other accessories invoiced to the Client. The Provider may, at its discretion, either exercise its right of retention on the creations intended for the Client in the event of non-payment of the amounts due on the agreed dates, or claim a flat-rate indemnity of 50% of the sale price.
7.2. The Client undertakes not to assign or grant the rights relating to the creations to third parties as long as they remain the property of the Provider.
ARTICLE 8 – PROCESSING OF PERSONAL DATA
8.1. The Service Provider may need to process the personal data of its Clients in compliance with the privacy laws in force.
8.2. The Service Provider commits to using the Clients’ personal data solely for the purpose of managing the contracts and executing the Services.
8.3. The Client can access the information held by the Service Provider through an electronic request via our contact page
8.4. The information related to banking data will be used solely for the purpose of payment of the agreed price.
ARTICLE 9 – APPLICABLE LAW AND COMPETENT JURISDICTION
9.1. The formation, validity and performance of these General Terms and Conditions as well as any contract concluded with the Service Provider shall be governed by Belgian law.
9.2. Any dispute relating to their interpretation and/or performance shall first be considered by way of commercial mediation. In case of failure, the parties agree to submit their dispute to the jurisdiction of the business court of Liège, Namur division.