Terms & Conditions
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1. All our (individual) offers are for indicative purposes and are valid for thirty (30) days.
2. Any change of the original assignment, which can be regarded as additional work, will have an impact on the price calculation, which will be charged on to the Client.
3. The assignments can be withdrawn or cancelled. This can result in specific payment obligations or compensation.
4. The stated periods are target dates and are solely for indicative purposes, unless agreed otherwise.
5. SUPERMACHINE has sufficient creative and technical knowledge for the proper execution of an assignment. But smooth cooperation from the Client is expected. Substandard cooperation can delay the process, which can have an impact on the costing details.
6. During the assignment the invoicing will be monthly. The invoices must be paid within thirty (30) days after the invoice date. In the absence of payment extra costs will be charged such as the statutory interest and flat-rate compensation. Advance invoices are also an option.
7. With regard to intellectual property all materials that are developed by SUPERMACHINE also become the property of SUPERMACHINE. The Client will acquire a licence for use. The source files are never transferred as a matter of fact.
8. The Agreements will last for as long as is necessary for the execution of the assignment. If an Agreement is terminated prematurely, a notice period of three (3) months must be observed, except in the event termination with immediate effect for example due to payment arrears, bankruptcy, or any other contractual obligation or obligation to cooperate
9. SUPERMACHINE will only be liable for each of its attributable, major, or repeatedly minor contractual errors and/or non-contractual shortcomings caused during the performance of the Agreement. The total of the liable can never be more than the amount that accrues to us.
10. Belgian law applies to all Agreements with SUPERMACHINE. If there is any dispute, this must preferably be resolved amicably. If this is not possible the courts of the Ghent district will have exclusive jurisdiction.
GENERAL TERMS AND CONDITIONS SUPERMACHINE
WHY COOPERATE WITH SUPERMACHINE ?
1. SUPERMACHINE NV, acting under the name ‘SUPERMACHINE’ (Or ‘We’), is a legal entity established under Belgian law in Heernislaan 19, B-9000 Ghent and registered with enterprise number VAT BE 0568.836.605.
2. These General Terms and Conditions apply to each Agreement of whatsoever nature that arises between SUPERMACHINE and you, the Client. The entirety of the documents that further elaborate the assignment in detail form an integral part of the General Terms and Conditions. The General Terms and Conditions already apply from the first contact and the offer ensuing therefrom,
3. SUPERMACHINE retains the right to amend and/or add to the General Terms and Conditions at any for future assignments. Any future change will of course not have any impact on existing assignments and the Agreements ensuing therefrom.
BETWEEN OFFERT AND ASSIGNMENT.
1. Upon the request from the future Client we will draw up an individual offer detailing the requested assignments and the rates and prices applied. Our offers for the execution of the requested assignments are already drawn up on a cost-plus basis, unless a fixed price is expressly stated. Our price calculations and offers are only for indicative purposes.
2. Our offers are exclusively valid with regard to the person(s) to whom the offer is/are addressed. An offer has a validity period as set out in the offer itself or, in the absence thereof, a validity period of thirty (30) calendar days after the date of sending.
3. As and when necessary the offer will be accompanied by a preliminary draft. The layout of the preliminary draft does not automatically imply a confirmation of the assignment on account of SUPERMACHINE. The Client does not acquire any rights to the layout of this preliminary draft.
4. The preliminary draft means the acceptance of the offer and the preliminary draft. We subsequently start the work. The confirmation of the assignment can be deduced expressly as well as impliedly from the mutual communications with the Client. Acceptance by an electronic means of communication of verbally is also valid. If the acceptance derogates from the supply included in the offer, SUPERMACHINE will not be bound by this, unless this has been expressly approved by SUPERMACHINE.
5. Changes of the original assignment, such as additional work, will only be valid of the Client and SUPERMACHINE jointly decide this. You, as the Client, will understand and accept that these changes can have a potential impact on the price and time period. The consequences of these changes will be fully at the Client's expense. The additional work will be executed on a cost-plus basis on the hourly rates applicable at that time, except for when otherwise agreed between parties. The additional work contains inter alia all requirements, wishes, preconditions, or expectations of the Client, which were not, or not to a sufficient extent, or insufficiently clear made known to SUPERMACHINE at the time of the entering into of the Agreement.
6. The Client has the option to withdraw his acceptance of the assignment at any time, but this will not affect his original payment obligations and the payment obligation for the additional work that has already been executed.
7. The cancellation of an order by the Client is possible, if SUPERMACHINE has not yet commenced its work. In the event of cancellation SUPERMACHINE will have the right to compensation of thirty (30%) percent of the agreed price, with an absolute minimum of five thousand (5,000) EURO.
8. The periods for delivery that will be stated are solely for indicative purposes and will always apply as a target date, unless expressly agree otherwise in writing that the stated or agreed dates have a binding and effective effect. We like to keep the quality of our work high, and for this reason we have the right to postpone delivery without adversely affecting our liability in any manner whatsoever. If we make use of this, we regard it as best practice to inform you of this in advance.
REGARDING THE EXECUTION OF AN ASSIGNMENT.
1. Cooperating with SUPERMACHINE means trust in a fixed value with a solid reputation. Due to the years of our professional experience and extensive knowledge we can guarantee you that each assignment will be completed with high quality. The execution always takes place in accordance with the generally accepted standards and practices in the sector on the basis of the recent insights and technologies. Every assignment always concerns an obligation to use best endeavours.
2. SUPERMACHINE has the creatively and technical freedom to execute the assignment in accordance with its own capacity and insight, in conformity with the original assignment or offer. SUPERMACHINE can hereby rely on the services of specialised third parties if this is necessary for the proper execution of the assignment. SUPERMACHINE appoint these third parties at its discretion.
3. Smooth cooperation from the Client is necessary to properly complete an assignment; this means executing all reasonably necessary actions that are required for the proper performance of the Agreement. The Client understands and accepts that a defect in the cooperation can have consequences for the timing and costs stated in advance. Any consequences thereof will be fully at the Client's expense.
4. In specific cases a ‘ready for press’ is required whereby the Client gives approval for the further material execution of the assignment. This approval must always be confirmed in writing by means of a technology that permits recording of the date. Due to this approval the risk of recorded errors or omissions during or after the printing will transfer to the Client.
5. As and when necessary the elaboration of an assignment can be divided in part assignments, which will be executed within the agreed time frame. The execution of a following part assignment can be made depending on express approval in writing from the Client with regard to the previously delivered part assignment. We will always state the period for such approval at the delivery. The approval of the part assignment will be assumed if the Client does not responded in a timely manner. The execution of late comments will always be regarded as additional work.
6. As soon as the assignment is completed we will proceed with the final delivery by means of express communication and (symbolic) transfer of the developed products. If the developed products can be classified as “computer software” the final delivery will mean the commencement of a guarantee period of one (1) month during which the Client can report defects. Defects in the functionality must always be recordable or reproducible and must be described in the most detailed manner. The feedback must always be in writing and preferably reported in a bundled format.
7. If the assignment also consists of provision of service in the long-term (for example support or hosting services), the Client must refrain from any use that is to a significant extent higher than the use of the average purchaser of this provision of service, so-called excessive use. We will inform the Client with regard to the excessive use and will discuss measures that can limit this use. The support are also limited to the duration of one (1) month. After this period a new offer will be drawn up for continued provision of service.
HOSTING AND DOMAIN NAMES
1. The execution of hosting services means the storage of various types of content, such as text and image, in the virtual space. We acquire express and unrestricted permission to produce, disclose to the public, or to further disseminate the protected content in the virtual storage space as is necessary for the practical execution of the hosting services.
2. SUPERMACHINE works together with a specialised hosting partner for the hosting. 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 adjusted or changed by the hosting partner. Upon the first request from the Client SUPERMACHINE will provide the Client with a copy of the current version of the SLA. The Client also can consult the current version of the SLA on the website of SUPERMACHINE.
3. SUPERMACHINE will provide the hosting services to the Client per calendar year, provided that the Client has made the owed payment. The current costs will be included in the offer. If the Client wishes to cancel this service, the Client must do this by means of sending the notice to SUPERMACHINE by registered letter no later than with effect from 1 December. In the event of late notice, the Client will owe the payment for the following calendar year.
4. The registration and renewal of domain names will take place at the competent authorities for this purpose, in accordance with the rules and procedures determined by them (DNS for .be-domeinnaam). Due to the registration a direct relationship arises between the Client and the competent authority in which SUPERMACHINE only plays a connecting role. The registration and renewal of domain name will only take place after express instructions for this purpose from the Client. We can never be held liable if defective or unclear instructions result in the loss of the domain name.
5. The registration costs for a domain name will always be charged in advance of the registration or renewal. The refusal by the competent authorities, or the later loss of a domain name will not affect the payment obligations of the Client and also will not result in any repayment or any other form of compensation.
OUR RATES AND METHODS OF PAYMENT
1. Our applied rates and prices are always excluding VAT and other additional costs, unless stated otherwise. Our rates and prices contain all cost that are necessary for the proper performance of the Agreement, unless expressly determined otherwise.
2. SUPERMACHINE can change the rates and prices at any time in the event of an Agreement for provision of service whereby a period of at least six (6) months has expired since the commencement or the most recent revision. The Client will be deemed to agree to this price revision, unless the Client terminates the Agreement by means of a registered letter at the latest until thirty (30) days after the entering into effect of the new rates. A revision of the basic price in accordance with the index figure as set out below, will not be regarded as a price adjustment and accordingly will not be reported to the Client.
3. For Agreements that last longer than one (1) year, our applied hourly rates or daily rates will be automatically indexed on the basis of the consumer prices index figures at the expiry of each annual period. The calculation takes place in accordance with the formula (basic price x new index figure) / initial index figure. The new index figure is the index figure of the consumer prices of the month of August of the year during which the price is revised. The initial index figure is the index figure of the month of August of the year preceding the year of the new index figure.
4. In the absence of expressly determined times, SUPERMACHINE will invoice on a monthly basis. If the Client does not agree to the received invoice, the Client will be expected to object to this promptly stating reasons at the latest until fifteen (15) calendar days after the invoice date. This will not have any impact on any (interim) payment obligations. In the absence of an objection in a timely manner, the services/invoices will be definitively accepted and the payment will be owed.
5. Our invoices must be paid within thirty (30) calendar days after the invoice date. In the absence of payment on the due date, default interest will be charged by operation of law and without prior notice of default. to the amount of the statutory interest rate for payment arrears for commercial transactions (2016: 8.5%) on an annual basis. As soon as we have sent the first notice of default, flat-rate compensation will also be owed to the amount of 10% of the invoice amount, with an absolute minimum of € 125. This will not affect the right to request compensation of the further costs attached to non-payment. SUPERMACHINE also retains the right to suspend the further fulfilment of its obligations until the time of the payment of the invoices. Any delay in the payment by the Client will make all amounts owed due and payable in a lump sum. In that case the Client is not permitted to retain the creations made by SUPERMACHINE.
6. All delivered products remain the exclusive property of SUPERMACHINE until the time of payment in full by the Client. The Client undertakes to point out this retention of title to third parties if this appears to be necessary.
7. SUPERMACHINE is also entitled to to block, wholly or partly and whether or not temporarily, the access to the delivered products and/or services, if the Client does not, wholly or partly, fulfil one or more of his obligations ensuing from this Agreement (such as non-payment or objection to the invoice) without the Client being able to claim any repayment of the advance payments or any compensation whatsoever.
8. In the event of acceptance of the assignment, an advance invoice to the amount of twenty (20%) percent of the total value of the assignment will be charged, unless parties agree otherwise. SUPERMACHINE can make the commencement of the assignment depend on the receipt of the payment of the advance invoice.
WHAT WITH THE INTELLECTUAL PROPERTY RIGHTS?
1. Any creative effort deserves respect, all materials that we develop and/or make available during the execution of an assignment will be protected by intellectual property rights. We consider hereby in particular every form of text, layout, drawings, designs, flowcharts, notes, annotations, articles, websites, etcetera, as used. SUPERMACHINE, our employees and licensors own these intellectual property rights The Client is not permitted to copy, commercialise,, or let commercialise the intellectual property of SUPERMACHINE discussed above. The source files are never transferred.
2. The Client acquires, with reference to this Agreement, the intellectual property rights with regard to the materials concerned, the rights to which belong to SUPERMACHINE, in a non-exclusive licence for use. This will take place as soon as all payment obligations have been fulfilled for the benefit of SUPERMACHINE. The intellectual property rights will in any event remain vested in SUPERMACHINE.
3. All materials created and/or made available by SUPERMACHINE can only be used for the purposes and/or intended use communicated in advance. The unauthorised use will accordingly give cause for new invoicing to the amount of the applied standard rate plus a surcharge of fifty (50%) percent for each breach recorded separately. The Client is also responsible for every recorded unauthorised use by third parties. Please do not hesitate to contact us if you have any questions with regard to whether or not the use is authorised.
4. The Client is not permitted to remove or change any specification concerning the confidential nature, or as the case may be concerning copyright, software rights, database rights, trademarks, trade names or any other intellectual property rights ensuing from the goods.
5. SUPERMACHINE will be permitted to affix technical facilities for the protection of the products in order to be able to safeguard its rights, or an agreed restriction on use. The Client is never permitted to remove or circumvent such technical facilities.
6. The intellectual property rights attached to the CMS (this is software that is necessary for the management of the content of the website) exclusively accrue to SUPERMACHINE or a third party with whom SUPERMACHINE has concluded an Agreement concerning this. Provided that payment of an annual licence fee is determined in the offer from SUPERMACHINE and on the suspensive condition of payment in full of this fee, the Client acquires a non-exclusive, non-transferable licence for use for this software. The Client is prohibited from granting sublicences to third parties, or as the case may be to make the software available to third parties, or to disclose the software to third parties, or to use the software for the benefit of third parties, or to commercialise the software in any manner whatsoever.
7. Lastly, we are proud of our Client and the completed projects. The Client understands and accepts that we can at any time refer to your trade name and/or trademark as one of our references. Please let us expressly know if this is unwanted?
DURATION AND TERMINATION.
1. The duration of this Agreement is the duration necessary for the execution if the services discussed, consisting of a specific or indefinite duration. In the event of an Agreement of a specific duration, this will always be tacitly renewed for a new duration that will be equal to the original specific duration, unless expressly agreed otherwise, Each party can prevent this automatic renewal by means of notice at the expiry of the duration. The notice will take place by means of a registered letter at the latest three (3) months prior to the expiry of the duration of this Agreement.
2. In the event of an Agreement for an indefinite duration SUPERMACHINE as well as the Client will have the right to unilaterally terminate the Agreement at any time by registered letter, provided that this is with due regard to a notice period of three (3) months, starting on the day following the date of the registered letter.
3. Each party will be entitled to terminate the Agreement with immediate effect if the other party breaches the obligations under this Agreement in an attributable and important or repeated manner. Shortcomings in the payment obligation and the obligation to cooperate by the Client will be regarded as important shortcomings. Termination with immediate effect is only possibility after the party that remains in default has been given a reasonable option to still fulfil his obligations after notice of default by registered mail. The termination will not affect the option to exercise further rights for the damage suffered resulting from a breach.
4. If one of the parties can no longer fulfil the obligations under the Agreement resulting from being declared insolvent, or judicial reorganisation, or any other deterioration of the creditworthiness, each of the parties will in that case have the right to unilaterally and automatically terminate the Agreement with immediate effect by means of a registered letter.
WHAT ABOUT OUR LIABILITY?
1. SUPERMACHINE will exclusively be liable for each of its attributable, major, or repeatedly minor contractual and/or non-contractual shortcomings caused during the fulfilment of its obligations under this Agreement. Our liability will remain limited to these cases. In the event of an attributable shortcoming, the Client must when establishing this immediately send by registered mail notice of default stating reasons, whereby SUPERMACHINE will be given the opportunity to remedy the shortcoming. However, the total of our liability can never be higher than the amount of the payment accruing to us.
2. We will only be liable for direct damage or loss resulting from our shortcomings. Under no circumstances will we be liable for any form of indirect loss, such as consequential loss, lost profit, financial or commercial losses, increase of general expenses, increased personnel costs, damage due to loss of customers and suchlike. SUPERMACHINE also will not be liable for any form of damage, destruction, or loss of data or documents.
3. If the Client, due to a contractual or non-contractual shortcoming, adversely affects the liability of SUPERMACHINE, the Client must take all necessary measures to indemnify SUPERMACHINE against any damage that it can suffer because of this. SUPERMACHINE cannot be held liable for the use of photos, fonts, etcetera, delivered and/or approved by the Client.
4. Unforeseeable and insurmountable situations (force majeure), such as for example strike actions, public unrest, administrative measures and other unexpected events that are beyond the control of SUPERMACHINE, will release SUPERMACHINE from its obligations for the duration of the hindrance and for the scope thereof, without any right to any price reduction or compensation for the Client.
5. SUPERMACHINE can only be held liable for damage caused by appointed third parties if the error classifies as deception, a major error, or a minor error that occurs frequently and if the damaging fact takes place during the execution of their assignment.Confidentiality
6. SUPERMACHINE and the Client confirm that any confident information that comes to their knowledge resulting from this Agreement will remain confidential at all times. Confidential information is the information that is reported in writing to the other party and which is clearly indicated as confidential, or information that must be regarded as confidential in all reasonableness. Any breach of confidentiality will adversely affect the liability of the party that is in breach. This party that is in breach will also have the obligation to indemnify the other party against any damage that is the result of the breach, including taking further (extra)judicial steps.
7. Parties in particular expressly point out the fact that prior information is also shared between parties inter alia during, but not limited to, a pitch, also consisting of confidential information.
1. The Client is prohibited, during the term of the cooperation with SUPERMACHINE, as well as twenty four (24) months after the end of this cooperation, from directly or indirectly contracting with an employee of SUPERMACHINE. The damage suffered by SUPERMACHINE due to the breach is contractually recorded at the total gross payment excluding employer's charges of the recruited employee, during a period of twelve (12) months prior to the recruitment, without prejudice to the right of SUPERMACHINE to prove and claim damage suffered over and above this.
PROVISIONS REGARDING THIS AGREEMENT
1. This Agreement is governed by Belgian law. In the event of a dispute with regard to the performance of the Agreement, SUPERMACHINE and the Client will make every effort to find an amicable solution. If the dispute still continues, the courts of the Ghent district will have jurisdiction.
2. The voidness or invalidity of any provision, or a part of a provision, under these terms and conditions will not have any consequences for the effect of the other provisions. The disputed provision will be deemed to be separate and not to apply. We have the right to replace the provision concerned by a valid provision with an equal effect. The (sub-)titles of this Agreement are solely for illustrative purposes.
3. We can at any time transfer or outsource our rights and obligation under an Agreement to a subsidiary company or a third party engaged for this purpose. This can take place without agreement from the Client and without any compensation. The third party will fully guarantee the further performance of the Agreement.