TERMS AND CONDITIONS OF SALE

The present terms are concluded between:

The company Digital, 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 "Client".

Together referred to as the "Parties"

These general terms and conditions of sale apply to services provided by Digital:

ARTICLE 1: PURPOSE

1.1 - The Client acknowledges having verified the suitability of the service, support, subscription, or service, hereinafter collectively referred to as "the service", provided by Digital to its needs and having received from Digital all the information and advice necessary to subscribe to this commitment knowingly. This contract aims to define the technical and financial conditions under which Digital commits to the Client. Consequently, placing an order implies the Client's full and unconditional acceptance of these general terms and conditions of sale. These general terms and conditions of sale, possibly supplemented by specific conditions and/or annexes proposed by Digital, apply to the exclusion of all other conditions, particularly those of the Client, to any order by the Client for Services from Digital.

1.2 - Services offered by Digital free of charge are also governed by these general terms and conditions of sale.

ARTICLE 2: THE OFFER

2.1 - Digital's offer consists of services in the form of services, advice, or subscriptions in the fields of:

Project and Company consulting and management;
Internet and everything related to the internet;
Web marketing and web marketing advice;
Creation of commercial or non-commercial websites;
Computer development and advice in computer development;
Hosting;
SEO, SEO audit, and SEO advice;
Domain name management;
Server maintenance;
Management of emai and social medial campaigns;
Management of mailing lists for email campaigns.

ARTICLE 3: OBLIGATIONS OF DIGITAL

3.1 - Digital commits to providing all the care and diligence necessary for a quality service in accordance with professional practices and state of the art. Digital is only bound by an obligation of means.

3.2 - Digital also commits to: - Doing everything possible to ensure the permanence, continuity, and quality of the services offered. The Client acknowledges that fluctuations in bandwidth and the hazards of internet service providers are elements that can lead to discontinuity in access to the service provided by Digital, independent of Digital's will. In case of absolute necessity, Digital reserves the right to interrupt the Client's access to the service to carry out a technical intervention to improve its operation. Digital will then inform the Client beforehand, as far as possible and within a reasonable time, by informing them of the nature and duration of the intervention, so that the Client can make arrangements. - Acting quickly in case of an incident for which it is responsible. - Ensuring the maintenance at the best level of the quality of its own tools. - Using all its means to deliver the service to the Client under optimal conditions, except in the case of an intervention expressly requested by a competent administrative or judicial authority.

ARTICLE 4: LIABILITY OF DIGITAL

4.1 - Digital's liability will not be engaged:

4.1.1 - If the execution of the contract, or any obligation incumbent on Digital under these terms, is prevented, limited, or disturbed due to fire, explosion, failure of transmission networks, collapse of installations, epidemic, earthquake, flood, power failure, war, embargo, law, injunction, request, or requirement of any government, strike, boycott, withdrawal of authorization from the telecommunications operator, due to a provider of Digital (host, access provider, etc.), or other circumstance beyond Digital's reasonable control ("Force Majeure"). Then Digital, subject to prompt notification to the Client, must be exempted from the execution of its obligations to the extent of this impediment, limitation, or disturbance, and the Client will be similarly exempted from the execution of its obligations to the extent that the obligations of this party are related to the execution thus prevented, limited, or disturbed, provided that the party so affected makes its best efforts to avoid or mitigate such causes of non-performance and that both parties proceed promptly as soon as such causes have ceased or been eliminated. The party affected by a Force Majeure event must keep the other party regularly informed of the forecasts for the elimination or restoration of this Force Majeure event.

4.1.2 - If the effects of a Force Majeure event should last more than 30 days, from the notification of the force majeure to the other party, the contract may be terminated by right at the request of either party, without right to compensation from either party.

4.1.3 - Or still due to the Client, particularly in the following cases:

Deterioration of the application.
Misuse of the service by the Client or its Customers, fault, negligence, omission, or failure on its part.
Non-compliance with the advice given.
Disclosure of the password confidentially given to the Client.
Illicit use of the password confidentially given to the Client.
Fault, negligence, or omission of a third party over whom Digital has no control or supervision.
Request for temporary or permanent interruption of the Service or the Service by a competent administrative or judicial authority, or notification by a third party.
Partial or total destruction of the information, data, or service transmitted or stored following errors directly or indirectly attributable to the Client.

4.2 - Digital shall not be held responsible for the content of information, sound, text, images, form elements, accessible data, transmitted or uploaded by the Client, under any title whatsoever.

4.3 - Digital cannot be held responsible for the total or partial non-compliance with an obligation and/or failure of the transport network operators to the Internet world, particularly its access providers.

4.4 - The compensation due by Digital in case of a service failure resulting from a fault established against it will correspond to the direct, personal, and certain prejudice linked to the failure in question, expressly excluding any indirect damage such as, in particular, commercial prejudice, loss of orders, damage to brand image, any commercial disturbance, loss of profits or clients (for example, inappropriate disclosure of confidential information concerning them due to system defects or hacking, action by a third party against the Client, etc.).

4.5 - In any event, the amount of damages and interests that could be charged to Digital, if its responsibility was engaged, will be limited to the amount of sums actually paid by the Client to Digital for the service in question or billed to the Client by Digital, or the amount of sums corresponding to the price of the Service for which Digital's responsibility has been retained. The lowest of these sums will be considered.

4.6 - Digital does not perform any specific backup of the Client's local data. It is therefore up to the Client to take all necessary measures to back up their data in case of loss, or deterioration of the entrusted data, whatever the cause, including that not expressly mentioned in these terms.

4.7 - In case of data loss directly or indirectly due to the client, the unarchiving of the concerned data by Digital is subject to billing.

4.8 - The Client acknowledges that no provision herein shall relieve them of the obligation to pay all amounts due to Digital for the services rendered.

ARTICLE 5: OBLIGATIONS AND RESPONSIBILITY OF THE CLIENT

5.1 - The Client undertakes to have the power, authority, and capacity necessary for the conclusion and execution of the obligations set forth herein.

5.2 - Digital recommends that the Client carefully read the following rules. Their purpose is to remind the Client of the main applicable rules. Despite the attention paid to the drafting of these rules, Digital cannot assume any responsibility for the information not contained therein. Digital therefore strongly advises the Client to consult a counsel to deal with their particular problem. The Client is responsible for the words and content on their media and that they disseminate via Digital.

5.3 - It is specified that the Client personally handles all legal, regulatory, or administrative authorizations necessary for the implementation and operation of the service.

5.4 - It is also specified that the Client undertakes to respect, in the context of the operation of the service, the legal and ethical rules that may govern the exercise of their profession, and more generally the use they envisage of the services. In any case, the Client is responsible for respecting public order and good morals, compliance with Laws and Regulations, particularly in terms of protection of minors and respect for human dignity. They commit in the same conditions to respect the rules relating to the protection of personal data and more generally those relating to the rights of third parties, particularly concerning intellectual property rights, as well as rights relating to information and the content of websites. Digital reserves the right to suspend or interrupt all or part of the Services in case of non-compliance with these obligations by the Client.

5.5 - The Client is the sole and exclusive responsible for the passwords necessary for the use of their Service. Digital disclaims all responsibility for any illicit or fraudulent use of the passwords provided to the Client from the date of issue of the invoice(s). The provision of passwords is considered confidential. Any suspicion of disclosure, whether intentional or not, of the provided passwords, engages the sole responsibility of the Client to the exclusion of that of Digital. The Client alone will bear the consequences of the malfunction of the service following any use by members of their staff or by any person to whom the Client has provided their password(s). Similarly, the Client alone bears the consequences of the loss of the aforementioned passwords.

5.6 - Any reissue or unarchiving related to the password(s) may be subject to additional billing without this being opposable to Digital.

5.7 - The Client undertakes to comply with all legal and regulatory prescriptions in force, particularly those relating to computing, files, freedoms, and intellectual property, as well as the rights of third parties.

5.8 - The Client undertakes not to host charm or pornographic, racist, or illegal data and those with hypertext links to such sites. These are absolutely prohibited on Digital's hosting services. Similarly, they are prohibited from hosting any site on pages related to any proselytism related to sectarian movements, or considered as representing a sectarian risk for the state services, or recognized as such by a judicial decision having the authority of res judicata. They also undertake not to redirect to such sites.

5.9 - The Client also undertakes to take out all necessary insurance with a notably solvent organization to cover all damages that could be attributed to them in the context of this contract or its execution.

5.10 - The Client declares to fully accept all legal obligations arising from the ownership of their services, and Digital cannot be sought or worried in this regard for any reason whatsoever, particularly in case of violation of laws or regulations applicable to the Client's services. Non-compliance by the Client with the points mentioned above and those mentioned in the special conditions, and in particular any activity likely to generate civil and/or criminal liability, will give Digital the right to disconnect and/or interrupt immediately and without prior notice the Services and/or Supports and/or Performances of the Client and to terminate the contract immediately and as of right, without prejudice to the right to all damages and interests to which Digital could claim. In these cases, the Client cannot claim reimbursement by Digital of the sums already paid. The Client agrees to pay directly to the author of the claim any sum that they would demand. Furthermore, the Client agrees to intervene at the request of Digital in any proceedings brought against the latter and to guarantee Digital against all convictions that would be pronounced against it on this occasion. Consequently, the Client undertakes to take personal care of any claim and/or procedure, whatever its form, object, or nature, that would be formed against Digital and which would be related to the obligations imposed on the Client under this contract.

5.11 - The Client, solely responsible for the content of the Service, undertakes to ensure at their own expense the defense of Digital in the event that the latter is subject to a claim action, related to the data, information, messages, etc., that it disseminates, and to bear the indemnity due in compensation for any damage possibly suffered, provided they have complete freedom to negotiate and conduct the procedure. The Client undertakes to implement the necessary backup means for the sustainability of their activity.

5.12 - The Client undertakes to inform Digital within 48 hours of any change concerning their situation, and within 24 hours of any loss of passwords. For any contact with Digital, the Client undertakes to clearly formulate their request, according to the usual rules.

ARTICLE 6: EXECUTION, DEADLINE, RATE, PAYMENT, RENEWAL

6.1 - The services ordered are mentioned in the order form; they are understood to be inclusive of all taxes unless otherwise indicated and are payable in euros.

6.2 – Digital applies daily or hourly fees. Any day or hour started is due. Digital's rates are as follows, unless specifically mentioned: - Hourly rates: €95 excluding VAT - Daily rates: €760 excluding VAT.

6.3 – If, due to the direct or indirect responsibility of the client, a failure on their part to meet their obligations, an error on their part, or any other action incumbent upon them, the allotted time stated on the order form were to be exceeded, this extra time may be re-invoiced to the client without a prior order form. Digital, as far as possible, will warn the client before starting the extra time.

6.3 – In the context of subcontracting for the client, it is agreed that Digital, by default, will not maintain any direct contact with the clients of Digital's Client. If due to lack of competence, time, or technicality on the part of Digital's client, Digital were to operate in this way, any intervention will be billed by Digital to Digital's client and not to the latter's client. Digital has a commitment only towards its own clients.

6.4 – The services ordered from Digital are subject to a strict and perfectly planned organization beforehand between Digital and the Client. Any request for Digital's intervention must be made by the Client at least two (2) calendar days before its application. Any request not respecting this scheme will be considered urgent and may be subject to a 50% surcharge on the rates mentioned in article 6.2.

6.5 – Digital's opening hours are from Monday to Friday from 9 am to 12:30 pm and from 1:30 pm to 6 pm. It seems obvious that during a production launch, certain corrections of any kind can be made. For these obvious reasons of quality and speed of intervention, no production launch can be carried out on Friday.

6.6 - The services subscribed are payable within fifteen (15) calendar days from the date of issue of the invoice delivered to the client by e-mail and/or by postal mail. The payment methods are stipulated on the invoice.

6.7 - The provision of the Service takes place within a period determined on the order form and this from the effective payment by the client of the service under the conditions stipulated on the order form unless otherwise indicated therein and from the return by postal mail, of mail which will be valid for validation of the graphic and/or technical and/or editorial aspects. The effective payment is made as soon as the sums corresponding to the conditions of the order form are credited to Digital's bank account.

6.8 - Digital immediately acknowledges receipt to the Client of the duly signed and stamped order form of the Client and the payment, and informs them of the implementation of the ordered service.

6.9 – As a result, the Client cannot in any case hold Digital responsible after agreement on a specification for the ordered services, in the event that they omitted to report an error or an oversight.

6.10 - Digital reserves the right to modify its prices at any time, subject to informing the Client by email, fifteen days (15 days) in advance if the new tax-excluded rates are less favorable to the Client. In this case, the Client will have a period of fifteen days (15 days) from this information to terminate the present contract without penalty. Otherwise, the Client will be deemed to have accepted the new rates. The tariff changes will be applicable to all contracts, including those in progress.

6.11 - Digital reserves the right to pass on, without delay, any new tax or any increase in the rate of existing taxes, subject to informing the Client by email, fifteen days (15 days) in advance if the new tax-excluded rates are less favorable to the Client. In this case, the Client will have a period of fifteen days (15 days) from this information to terminate the present contract without penalty. Otherwise, the Client will be deemed to have accepted the new rates. The tariff changes will be applicable to all contracts, including those in progress.

6.12 - The services provided by Digital are payable in accordance with the payment terms indicated on the order form. The Client is solely responsible for the payment of all sums due under the Digital services contract. By express agreement and unless a postponement is requested in time and granted by Digital in a specific and written manner, the total or partial non-payment at the due date of any sum due under the contract will automatically result in:

The immediate exigibility of all sums remaining due by the Client under the contract, regardless of the planned method of payment.
The suspension of all services and/or ongoing services, regardless of their nature, without prejudice to Digital's right to terminate the contract.
The impossibility to subscribe to new services or to renew them.
The increased by 20% of the invoiced amount for administrative costs, control, verification, reminders, and accounting, with a minimum of 125€. In addition, the amounts due will accrue compound moratory interest at the rate of 12% per year from the due date and without formal notice.

6.13 - Delivery times are agreed with the client and will be notified. They will also depend on the client's responsiveness in providing the necessary elements for the development of the project.

6.14 - Any delivery time is given for information purposes only, and its non-observance cannot justify a discount or any compensation, whatever the causes, importance, or consequences of the delay. Under no circumstances can Digital be held responsible for delays caused by a proven failure by the Client to meet their obligations of responsiveness, transmission of elements facilitating the realization of the service. The Client must communicate as often as necessary with Digital for the smooth running of the projects entrusted to it. These exchanges can be physical as far as possible and/or by mail and/or by email and/or through telephone interviews.

6.15 - The duration of the service is that provided for in the order. In the absence of precision, the service is deemed to be delivered firmly and definitively on the delivery date. The date of invoice issuance being proof.

6.16 - In the absence of a delivery note, the date of payment of the remaining balance due will be proof.

6.17 - If neither of the two solutions mentioned in articles 6.13 and 6.14 of these general terms and conditions of sale could be applicable, Digital reserves the right to send the Client a registered letter to notify them of the firm and definitive delivery of the service. Without proven contestation from the client, the service will be considered as delivered firmly and definitively.

6.18 - The client must ensure that the delivery conforms to their requirements and carry out all necessary tests before resorting to the signature of the delivery note. Digital will have no obligation whatsoever after the signature of the delivery note. Any subsequent modification to the signature of the delivery note must be the subject of a new order.

6.19 - Digital will notify the Client as far as possible through letters sent to the Client's billing contact (email address to be kept up to date, under the responsibility of the Client) before the expiry date, the obligation to pay the price for the renewal of the service of the service or support, when this is possible. Any failure to pay or irregular payment, namely, in particular, an incorrect amount, or incomplete, or not containing the required references, or made by a means or a procedure not accepted by Digital, will be purely and simply ignored and will cause Digital to reject the request for registration or renewal.

6.20 - In the absence of payment methods registered with Digital for the payment of the renewal of the service or in case of payment failure, Digital will inform the Client, as far as possible, of the need to update or communicate their payment information by email and by any other means it deems necessary ten days (10 days) calendar days before the expiration of the subscribed service, with the Client being responsible for communicating the necessary information no later than five (5) calendar days before the expiration date of the Service, Service or supports subscribed. Digital cannot be held responsible in case of non-renewal of a service following a payment not honored or not regularized by the Client.

6.21 - The Client is expressly informed and accepts that in case of non-compliance with the preceding provisions, the service will be immediately suspended on its expiration date and a period of 48 hours will be granted to the Client to recover the data hosted on their Service (in the context of realization concerning hosted digital supports). At the end of this period, all the data will be erased by Digital and the service recycled. Digital will archive the data on its servers beyond this period. The unarchiving of these data will be subject to a new invoice.

ARTICLE 7: TERMINATION, LIMITATION, AND SUSPENSION OF SERVICE

7.1 - Either party may rightfully and without compensation terminate the contract in the event of force majeure lasting more than thirty days.

7.2 - For termination before the expiration of the contract, the Client is free to terminate the contract by registered mail to the address of Digital's head office. However, the client must still pay the amounts initially contractually due.

7.3 - In all other cases of breach by one of the parties of any of its obligations under the contract not remedied within a period of 15 calendar days from either a registered letter with acknowledgment of receipt sent by the complaining party notifying the breaches in question, or any other form of verifiable notification sent by said party, the contract will be rightfully terminated, without prejudice to any damages that may be claimed from the defaulting party. The date of notification of the letter containing the breaches in question will be the date of receipt of the acknowledgment of receipt.

7.4 - Digital reserves the right to interrupt the Client's service if it poses a danger to the maintenance of the security or stability of Digital's hosting platform or any other structure that could harm Digital's integrity. Where possible, Digital will inform the Client in advance.

7.5 - Any failure or delay in payment by the client, as well as non-compliance with the obligations under these general conditions, will result in a cessation of the service. Previously, Digital will, as far as possible, have warned the Client of its intention to cease the service.

ARTICLE 8: OPERATING CONDITIONS

8.1 - In the context of "Digital" and/or "Multimedia" supports, the Client acknowledges that fluctuations in bandwidth and the uncertainties of access providers and hosts are elements that can lead to discontinuity in the services offered by Digital, and are beyond its technical means.

8.2 - Furthermore, the Service is restricted, limited, or suspended by Digital as of right:

If it appears that the Client uses the Service provided to them for an activity, whatever it may be, that would not be in accordance with the service and/or the present general conditions of sale.
In application of the specific conditions applicable.
If Digital receives a notice to this effect notified by a competent authority, administrative, arbitral or judicial, in accordance with the appropriate applicable laws, or by a third party.

8.3 - Digital reserves the right to monitor compliance with the conditions of use of the service.

ARTICLE 9: TOLERANCE

9.1 - The fact that Digital does not take advantage at a given time of any of the present general conditions of sale and/or tolerates a breach by the other party of any of the obligations referred to in these general conditions cannot be interpreted as a waiver by Digital to subsequently assert any of the said conditions.

ARTICLE 10 - CONFIDENTIALITY

10.1 - Each party acknowledges that the negotiation and execution of the contract may lead it to become aware of information specific to the other party. Each party therefore undertakes and ensures for its staff the respect of the obligation not to communicate to anyone, either directly or indirectly, neither the information, nor the documents (whether they bear a mention of confidentiality or not) collected during the execution of the contract or during exchanges or visits preceding the conclusion of the contract, nor the contract itself. This obligation of confidentiality will survive despite the expiration of the contract until the information in question becomes public knowledge.

ARTICLE 11 - INTELLECTUAL PROPERTY

11.1 – Digital remains the owner of its services. The client declares to have ensured the necessary rights for technical, computer, industrial, literary, and artistic properties, image rights in all its forms, human rights of property to the physical and moral person, etc.

11.2 - All technical developments, photographs, texts, slogans, drawings, images, animated sequences with or without sound, as well as all works integrated into a service created or legally modified by Digital remain its property. Any reproduction, representation, use, or modification by the client, by any process whatsoever and on any medium whatsoever, of all or part of a service, without having obtained prior authorization from Digital is strictly prohibited and constitutes an offense of counterfeiting.

11.3 - In general, Digital grants a strictly personal, non-exclusive, and non-transferable right to the Client to use the service, all other rights being expressly excluded without prior written agreement. These property obligations will survive despite the expiration or termination of the contract.

11.4 - These present conditions can only be denounced after written agreement from Digital, stipulating that Digital renounces its full and entire right of ownership. The initiative for such a procedure will be motivated by the Client.

11.5 - In the case of a request for the transfer of rights by the client, a contract may be written and signed by both parties, specifying the detailed terms of the transfer of rights. For all services, the contract must specify the separate remuneration due for each mode of exploitation of the service as well as their duration even if it remains undetermined.

11.6 – In the context of the full and entire transfer of rights to the client, it is agreed that this transfer will only take place after the total payment of fees due to Digital.

ARTICLE 12 – ERRORS AND CORRECTIONS

12.1 - All our services are reviewed by us and submitted for your verification: in case of error or omission, our responsibility is limited exclusively to the replacement of the element(s) that present(s) non-conformity. No compensation of any kind can be claimed.

12.2 - Under no circumstances will Digital bear any costs whatsoever concerning corrections notified after the validation of the specifications.

12.2 - If, however, Digital had to make modifications to one of its services after the validation of the specifications, Digital reserves the right to apply the principle of additional billing at the rates provided in article 6.2.

ARTICLE 13 - ADVERTISING AND PROMOTION

13.1 - Digital may, on the occasion of events, in conferences, and specialized publications on professional markets, use the services provided to the Client as well as on its commercial documents and/or brochures.

13.2 - The Client undertakes not to exploit the names and logos of Digital and its services in a way that could be prejudicial or harmful to its reputation. In particular, neither the names nor the logos of Digital and its services may be associated, directly or indirectly, with any company, brand, or others, representative of a product or service incompatible or competing with the purpose of its services.

ARTICLE 14: GENERAL PROVISIONS

14.1 - The nullity of one of the clauses of the contract of services, or supports subscribed with Digital, in application notably of a law, a regulation, or following a decision of a competent jurisdiction passed in force of res judicata will not entail the nullity of the other clauses of the service contract which will keep their full effect and scope. In this case, the parties shall, as far as possible, replace the annulled provision with a valid provision corresponding to the spirit and purpose of the Contractual Conditions.

14.2 - All clauses contrary to those above inserted in the commercial documents of Digital's clients will be considered null and void.

14.3 - Our present conditions will govern alone the sales and services of Digital.

14.4 - The titles of the articles of the General Terms and Conditions of Sale are intended solely to facilitate references and do not have, in themselves, contractual value or a particular meaning.

ARTICLE 15: APPLICABLE LAW AND DISPUTE

15.1 - This contract is governed by Belgian law and is subject to Belgian jurisdictions.

15.2 - In case of a dispute concerning the contract or its conditions, and in the absence of an amicable settlement, the Francophone Commercial Court of Brussels will have sole jurisdiction.