TERMS OF SALES
Article 1. GENERAL PROVISIONS
These general conditions of sale govern the contractual relations between WebShop Solutions, hereinafter referred to as the Provider and its Client when performing and selling its services.
The services offered by WebShop Solutions are aimed at individuals and professionals.
No fact of tolerance by WebShop Solutions can constitute a waiver on its part of any of the provisions of these conditions.
The said general conditions of sale may be modified at any time by the Service Provider. In this case, the general conditions applicable are those which are in force on the date of the request for service by the Customer.
These general conditions of sale come into force on the date of signature and acceptance of the quote or the order form serving as a contract, by the Customer.
These general conditions of sale and the order summary sent to the Customer form a contractual whole and constitute the entire contractual relationship between the Parties. In case of contradiction between these documents, the general conditions of sale will prevail.
These general conditions of sale can also be viewed on the website www.webshop-solutions.be/conditions-generales.
Each time you place an order on the website www.webshop-solutions.be, you will be asked to confirm your acceptance of these General Conditions of Sale in force on the date of placing your order.
They will replace any previous agreement, arrangement or contract, written or not, concluded between the parties and relating to the same object. Any derogatory or complementary agreement to these conditions must be noted in writing.
The headings of the articles of these conditions appear only for convenience and in no way affect the meaning of the provisions to which they refer.
Article 2. TYPES OF SERVICES
The Provider offers services for the creation of websites and their configuration, their optimization for search engines, technical maintenance of websites and their servers as well as security updates when necessary.
All work will be planned upon receipt by the Service Provider of the deposit and the order form duly signed by the Customer.
Article 3. ORDER FORM - QUOTE
All orders must be confirmed in writing and must unambiguously identify the name and business name of the customer.
3.1 Order taking / Quotation
Orders are not final until they have been confirmed by the signing of the quote or the order form by the legal representative of the Client or any person duly authorized for this purpose.
Unless otherwise indicated, the Service Provider's offers or quotes are valid for a period of 30 calendar days from their dispatch. After this period, the Customer must request the establishment of an updated offer by the Service Provider.
3.2 Terms and Duration of the service
The terms and duration of the service are fixed on the estimate or on any other document annexed to it. The Customer undertakes to provide the Service Provider with all documents useful for the performance of the service ordered. More generally, he undertakes to facilitate the provision of the service by the Provider.
Unless otherwise specified by the Service Provider, delivery times are given for information only and do not start to run until the working day of the Service Provider's approval of sufficient quality and the completeness of all the necessary elements upon completion of the order and supplied by the Customer.
The Customer cannot, when the delivery or the realization undergoes a delay, claim compensation under the condition that this was fixed beforehand in writing, and the amount of this compensation can never exceed 10% of the total price of the ordered.In all cases, whether for exceptional circumstances or in cases of force majeure, justified by the Service Provider, the latter may review the execution times, or renounce the contract without the Customer being able to assert any right to compensation.
3.3 Performance of the service
All services must be the subject of an estimate signed by the Customer. The quotes or purchase orders signed and transmitted to the Service Provider are irrevocable for the Customer, unless otherwise agreed in writing by the Service Provider. In the latter case, the Service Provider cannot be held to perform the services within the time initially agreed.
The signature of the Customer on the quote or order form implies on the part of the Customer the unconditional acceptance of these general conditions. These general conditions of sale prevail over any other document of the Client, in particular any general condition of purchase, except negotiation of specific conditions by the Provider validated in writing by the parties.
Article 4. RIGHT OF WITHDRAWAL - article VI.47 of the Belgian Economic Code.
Within the framework of orders made by a Customer - unless otherwise indicated, the offers of the quote or of the Service Provider are valid for a period of 30 days according to the specifications of the consumer or clearly personalized. Consequently, the right of withdrawal enjoyed by the end consumer under the terms of article VI.53. 3) of the Belgian Code of Economic Law cannot be exercised on any personalized product.
Article 5. PRINCIPLES OF ASSIGNMENT
The reproduction and republication of the Provider's creations are subject to the collection of copyright according to the laws of April 10 and 19, 2014 codified in Book XI of the Code of Economic Law and the Judicial Code.
In accordance with copyright law (above), only the property rights expressly set out in the conditions of transfer, to the exclusion of any other, are transferred to the Client for the work described. the limits also appear there. It is recalled that the moral right of establishment includes among others the right to respect of the work and right of exploitation of the work provided for in the terms of sale or in a subsequent amendment.
The assignment of these rights only relates to the use specifically intended. Any subsequent or different use requires a new agreement. Modifications or interpretations of a graphic creation or illustration cannot be made, in any case, without the written consent of WebShop Solutions. The signature cannot be deleted without the agreement of the Service Provider.
An idea proposed by the Client does not in itself constitute a creation.
Article 6. REPRODUCTION AND DISTRIBUTION RIGHTS
For services that rely on creations under intellectual property.
Reproduction and distribution rights are calculated based on the dissemination of the creation of the work. They can be sold completely or partially. Each different adaptation of the original work is the subject of a new transfer of copyright. For each new edition, the amount of fees must be updated. The rights are transferred within the temporal and geographical scope of this contract and cannot exceed this limit.
The entire production and related rights, subject of this order, remains the full and exclusive property of the Provider as long as the invoices issued by the Provider are not paid in full by the Client, up to the total amount of the order and any amendments made during the service. As a corollary, the Customer will become the de facto owner of the rights transferred from the final payment and will settle all the invoices issued within the framework of the order.
Article VI.53.3 °) of the Belgian Code of Economic Law stipulates that the right of withdrawal cannot be exercised, in particular for goods made up. The Customer will become the de facto owner of the rights transferred from the final payment and clearing all the invoices issued by WebShop Solutions as part of the order.
WebShop Solutions reserves the right to mention its creation for the Customer as a reference within the strict framework of its commercial prospecting, external communication and advertising initiatives.
Any reservation to the advertising rights of WebShop Solutions must be notified and negotiated before the quotation is signed and mentioned on the invoice.
Article 7. COMMITMENT OF THE PARTIES
In general, the Customer and the Service Provider undertake to collaborate actively in order to ensure the proper performance of the contract. Everyone agrees to communicate any difficulties they become aware of, as they go along, to allow the other party to take the necessary measures.
Any modification to an order during execution, as well as any change in the use or distribution of the creations or materials delivered, may result in a revision of the price initially agreed, without prejudice to the right of the Service Provider to oppose the modifications which if necessary, infringe its intellectual property rights.
7.1 The Client
In the event that the Customer calls on the Service Provider for more technical or complex services, or to highlight the visibility of his business or its products, he undertakes to:
- establish, if necessary, a detailed specification which will no longer be modified, unless the parties have agreed, after having been approved by the Service Provider. In the event that modifications imply a substantial reworking of the initial specifications, these will be carried out by the Service Provider.
- remettre au Prestataire un bon de commande, ou une confirmation écrite (datée et signée) en conformité avec les termes du barème ou du devis présenté.
- provide all the graphic and textual documentary elements necessary for the proper performance of the contract (in particular in the correct formats usable depending on the media targeted), and notify the Service Provider of elements which are not in the public domain. As a corollary, the Customer must be constantly able to consider if necessary the acquisition of the reproduction rights relating thereto. Otherwise, only the responsibility of the Client may be engaged in this respect.
- collaborate actively in the project's success by providing to Provider in useful time all information and documents necessary for the proper understanding of the needs and performance benefits.
- strictly comply with technical and creative recommendations made by the Service Provider.
- ensure the Provider against any action that may be brought to him because of the data or character information (text, images, sound) allegedly provided or chosen by the customer.
- pay the amounts due to the Service Provider within the specified deadlines.
7.2 The Provider
If necessary, the Service Provider may intervene in the development of specifications, jointly with the Customer.
The Provider undertakes to inform regularly and effectively the Customer of the progress of implementation of the contract and, in particular, through validations submitted to the Customer.
If, at the request of the Client, the execution of the work is temporarily suspended, or if the Client delays in transmitting his remarks or data when these are necessary and requested by the Service Provider, a provisional invoicing may be established, in proportion to the services already performed by the Provider.
In respect of confidentiality and for the duration of this agreement and even after their cessation for any reason whatsoever, the Service Provider undertakes to keep all information and documents of any kind relating to the Client strictly confidential, to which he could have had access in the context in particular of the execution of this mission.
Article 8. DELIVERY
Deliveries are made by the choice of WebShop Solutions, unless otherwise agreed in writing.
In the event of deliveries by the Provider, the products travel at the expense, risk and peril of the Client, except for fraud on the part of the Provider.
Article 9. RETENTION OF TITLE CLAUSE
The Provider retains ownership of the goods sold until full payment of the price and its accessories.Consequently, the Customer expressly prohibits himself from selling, assigning, pledging and generally disposing of the goods covered by the contract before clearance of his account, under penalty of increasing general costs. In addition, the Service Provider is in no way responsible for defects caused directly or indirectly by the fault or negligence of the Customer himself or of a person acting on his behalf and / or on his behalf, or of a third party.
Article 10. PRICES AND INVOICING
The prices of the Service Provider are those in force on the day of sending the Quote to the Customer. The Service Provider's prices are given in euros, including VAT.
The VAT rate possibly applicable will be that in force at the time of the payment (s).
When the Service Provider provides his services in the form of electronic files, there is no additional file transmission cost.
If other shipping methods are requested by the Customer, the Service Provider reserves the right to invoice him for additional costs of copying on other digital media and delivery costs.
However, the Service Provider reserves the right to impose the choice of Internet platform used for the transfer of specific or larger files.
Article 11. CLAIMS
Any complaint relating to the Services, creations or the material delivered must be notified by email and by registered letter to the Service Provider and be duly motivated by the Customer. No claim is admissible if it has not been addressed to the Service Provider within 5 calendar days of delivery to the Customer of the equipment or product ordered or within 48 hours of the end of the work ordered.
If the complaint is recognized as justified by the Service Provider, its obligations are limited exclusively to the replacement or free repair of the products, without the Service Provider being able to be held liable for any compensation whatsoever, direct or indirect, except in cases of fraud or gross negligence on his part.
Article 12. LIMITED LIABILITY
The Service Provider is bound by obligations of means, unless expressly stipulated otherwise.
The Service Provider is not responsible for delays, defects or other failures resulting from a cause of force majeure or events caused independently of its own will or escaping its duty of control (examples, without this list being exhaustive : power outages, failure of the telecommunications network, illness, service incident, strike, civil unrest, fire, transport paralysis, failure of subcontractors or suppliers, etc.).
Except in the event of fraud and gross negligence on his part, the Service Provider can in no case be held responsible for direct and indirect damage suffered by the Customer, such as loss of profit, decrease in turnover or any another increase in overhead costs. In addition, the Service Provider is in no way responsible for defects caused directly or indirectly by the fault or negligence of the Customer himself or of a person acting on his behalf and / or on his behalf, or of a third party.
Article 13. CONFIDENTIALITY
The Service Provider undertakes not to disclose any confidential information provided by the Customer.
This confidentiality obligation does not concern information which:
- Belong to the public domain at the time of their transmission, or are successively known by the public without fault of the Service Provider;
- Were in possession or created by the Service Provider before transmission by the Customer;
- Were obtained by the Service Provider by legitimate means from sources other than the Customer.
- Are disclosed by the Service Provider with the written approval of the Customer.
Article 14. PAYMENT
14.1 Payment of the price
Payment of the total price must be made no later than the end of the month following billing. The service provider will request a deposit of 50% of the total amount including all taxes.
Invoices are payable to the bank account number listed on the quote or order form or the invoice. Unless otherwise indicated, payment must be made in cash, without delay. Complaints do not suspend the Client's payment obligations and the latter expressly declares that he does not raise the Provider with the exception of non-performance for any reason whatsoever, even in the case of successive contracts.
14.2 Late payment
Any delay in payment beyond 30 days from the date of issue of the invoice will automatically entail, without prior notice, a conventional late payment interest equal to 13% per year. In addition, a fixed and irrevocable indemnity will also be due in the amount of 10% of the remaining balance due with a minimum of € 75, subject to all other damages and interests. The 10% penal clause above may also be required by the end consumer in the event that the Service Provider does not deliver the products or does not carry out the work covered by the order.
14.3 Additional costs
Travel necessary for the successful completion of the contract may also be billed to the Customer.
Article 15. BREACH OF THE CONTRACT
In the event of breach of the contract before its term by the Client or the Service Provider, the Client formally agrees to regularize and remunerate the amounts relating to the current schedule, to the works carried out or in progress, as well as to the additional services performed.
If the rupture is due to the Customer, the amount due will be increased by compensation amounting to 15% of the total amount of the order. In all cases, a minimum amount of 150.00 EUR will be claimed from the Customer.
Exceptionally, the Service Provider may offer to convert the initial order into an order for other services falling within the scope of its competence.
Article 16. SETTLEMENT OF DISPUTES
Any dispute relating to the validity, lapsing, invalidity, execution, non-execution, extension, interruption, resolution of these general conditions or in relation to them such as a dispute relating to amount that could not be resolved amicably, the parties involved agree to try to resolve their dispute through mediation.
The parties expressly agree to use an approved mediator within the meaning of article 1726 of the Judicial Code.
Mediation will begin no later than (15) days after the request for mediation notified by one party to the other party (ies). The mediation period may not exceed three months unless expressly agreed to by the parties.
The seat of the mediation will be in Charleroi (Belgium), unless the parties expressly agree to choose a different place.
The language of mediation will only be French or English.
If the mediator does not agree to initiate the requested mediation, the parties undertake to find another approved mediator on the list of approved mediators on the site of the Federal Mediation Commission www.juridat.be.
If mediation does not lead to an agreement, the dispute will be settled exclusively by the Courts and if necessary by the Justice of the Peace of Charleroi.
16.3 Costs, rights and fees
Each Party shall bear the fees, costs and expenses of its respective lawyers, advisers, accountants and other experts, and all other expenses incurred in connection with the negotiation, preparation, signature and entry into force hereof, and operations and agreements referred to therein.
The non-profit association SACE, registered with the ECB under the company number: 0472.101.473, having its administrative headquarters at avenue Général Michel, 1E box 18 at 6000 Charleroi. It acts as a billing center. In no case is it a party to the agreement concluded between the co-contractors. It therefore does not assume any obligation or responsibility relating to the agreement between the parties.