GENERAL TERMS AND CONDITIONS
The present terms and conditions are concluded between:
- The company Digital SRL, located at 32 Dreve de Willerieken, 1160 Brussels, hereinafter referred to as "Digital".
- And any natural or legal person, individual or professional, private or public law, wishing to engage in one or more of the services provided by Digital, hereinafter referred to as the "Customer".
Together referred to as the "Parties"
These general terms and conditions of sale apply to services provided by Digital:
ARTICLE 1: DEFINITIONS
- Company: Digital SRL, a Belgian-based company offering consulting, web and app support, development, maintenance, hosting, SaaS licenses, and coaching services.
- Customer: Any individual or legal entity that purchases services or products from the Company.
- Services: Includes consulting, web and app support, development, maintenance, hosting, SaaS licenses, marketing and coaching.
- Agreement: These General Terms and Conditions, along with any specific terms agreed upon between the Company and the Customer.
- Time-and-Material Basis: Work performed by the Company at the Customer’s request, without a formal offer, billed at a rate of €120/hour.
ARTICLE 2: APPLICABILITY
These General Terms and Conditions (GTC) apply to all offers, orders, sales, and services provided by the Company to the Customer, including specific missions requested by the Customer on a time-and-material basis at an hourly rate of €120, unless explicitly stated otherwise in a written agreement.
ARTICLE 3: OFFERS & ORDERS
- Offers: All offers by the Company are non-binding unless expressly stated. They are valid for 30 days from the date of issuance unless otherwise specified.
- Orders: An order is deemed accepted by the Company upon written confirmation. The Company reserves the right to refuse any order without obligation to provide a reason.
- Implied Acceptance: If the Customer requests a service and the Company performs the service, the Customer is obligated to pay for the services rendered, even if no formal offer was signed.
ARTICLE 4: PRICES & PAYMENT TERMS
- Prices: All prices are stated in Euros (€) and are exclusive of VAT unless specified. Prices are subject to change without prior notice but will not affect existing orders.
- Payment Terms: Payments are due within 30 days from the invoice date unless otherwise agreed in writing. Late payments may incur a €250 administrative cost per payment request and a yearly compound interest of 10%.
- Method of Payment: Payments can be made via bank transfer, credit card, or other methods agreed upon in writing.
- Bad Payers: The Company reserves the right to suspend or terminate services in the event of non-payment after a 14-day grace period following a reminder.
- Non-Refundable Fees: Fees for one-time services, yearly subscriptions, setup, or customized development are non-refundable unless otherwise agreed in writing.
- Yearly Subscriptions: Yearly subscriptions automatically renew for successive one-year periods unless the Customer provides written notice of non-renewal at least 30 days before the end of the current subscription term.
ARTICLE 5: DELIVERY & PERFORMANCE
- Service Delivery: The Company will use reasonable efforts to deliver services within the agreed timeframe. However, the Company is not liable for delays beyond its control.
- Performance Standards: The Company commits to performing services with reasonable skill and care in accordance with industry standards.
- Hosting and SaaS Availability: The Company does not guarantee uninterrupted availability of hosting or SaaS services unless explicitly covered under a separately agreed Service Level Agreement (SLA).
- Acceptance: Upon completion of services, the Customer may be required to provide written acceptance. Failure to do so within 14 days will be deemed as acceptance.
ARTICLE 6: RIGHT OF WITHDRAWAL
- Exclusions: Certain services, such as customized consulting, software development, or work performed on a time-and-material basis, are excluded from the right of withdrawal once the service has commenced.
- Procedure: Where applicable, the Customer may withdraw from the Agreement within the legally prescribed period by notifying the Company in writing.
ARTICLE 7: WARRANTY & LIABILITY
- Warranty: The Company warrants that the services will be provided in accordance with these GTC and applicable laws. Any defects must be reported within 14 days of discovery.
- Limitation of Liability: The Company’s liability is limited to direct damages and excludes indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages. The maximum liability is limited to the total amount paid by the Customer for the specific service in question.
- Force Majeure: The Company is not liable for failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, war, governmental actions, cyber-attacks, pandemics, labor disputes, or regulatory changes.
ARTICLE 8: INDEMNIFICATION
The Customer agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, damages, losses, or expenses (including legal fees) arising out of or in connection with the Customer’s use of the Services, violation of the Agreement, or infringement of any third-party rights.
ARTICLE 9: COMPLIANCE WITH LAWS
Both the Company and the Customer agree to comply with all applicable local, national, and international laws and regulations in the performance of their obligations under this Agreement.
ARTICLE 10: INTELLECTUAL PROPERTY
- Ownership: All intellectual property rights related to the services and any deliverables remain the property of the Company unless otherwise agreed in writing.
- License: The Company grants the Customer a non-transferable, non-exclusive license to use the deliverables for their intended purpose.
- Restrictions: The Customer may not reproduce, distribute, modify, or create derivative works without explicit written permission from the Company.
ARTICLE 11: CONFIDENTIALITY
Both parties agree to keep confidential all information marked as confidential or that reasonably should be understood to be confidential, and not to disclose such information to any third party without prior written consent, except as required by law.
ARTICLE 12: CUSTOMERS RESPONSABILITIES
- The Customer is required to provide accurate, timely, and complete information or access necessary for the Company to fulfill its obligations under the Agreement.
- The Customer shall ensure that all necessary permissions, licenses, and consents are obtained for the Company to perform the Services.
- Failure to comply may result in delays or additional costs.
ARTICLE 13: TERMINATION
- By Customer: The Customer may terminate the Agreement by providing a minimum of 30 days’ written notice to the Company, specifying the reasons for termination.
- By Company: The Company may terminate the Agreement immediately in the following cases: breach of terms by the Customer, non-payment of invoices within 14 days after a reminder, or failure of the Customer to cooperate in providing necessary access or information.
- Procedure for Termination: Either party wishing to terminate the Agreement must provide written notice specifying the reason for termination. If termination is due to a breach, the breaching party has 15 days to remedy the breach upon receiving notice. Upon termination, all outstanding fees for services rendered up to the termination date become immediately due and payable within 7 days.
- Effects of Termination: The Customer must cease using the services immediately upon termination. The Company will return any confidential information provided by the Customer, subject to legal obligations.
ARTICLE 14: DATA PROTECTION
The Company complies with the General Data Protection Regulation (GDPR) and Belgian data protection laws. Details on data processing are available in our Privacy Policy. Upon termination, the Company will retain customer data for a period of 90 days unless otherwise required by law or explicitly agreed upon in writing.
ARTICLE 15: GOVERNING LAW & JUREDICTION
This contract is governed by Belgian law and is subject to Belgian jurisdictions. Any disputes arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the Francophone Commercial Courts of Brussels, Belgium. Before pursuing legal action, the parties agree to attempt to resolve disputes amicably. If unsuccessful, the parties may agree to mediation or arbitration under Belgian law.
ARTICLE 16: ASSIGNMENT
The Customer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of its assets.
ARTICLE 17: INDEPENDANT CONTRACTORS
The Company and the Customer are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
ARTICLE 18: WAIVER AND SEVERABILITY
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
ARTICLE 19: SURVIVAL
The provisions of this Agreement that by their nature are intended to survive termination, including but not limited to those relating to Intellectual Property, Confidentiality, Liability, Indemnification, and Governing Law and Jurisdiction, shall survive any termination or expiration of this Agreement.
ARTICLE 20: ENTIRE AGREEMENT
This Agreement supersedes all prior understandings, agreements, or representations, whether oral or written, between the parties concerning the subject matter herein.
Contact Information: Digital SRL, 32 drève de Willerielken, 1160 Auderghem - info@digital.be