Article 1: Application of general terms and conditions
1.1: These general terms and conditions apply to all offers from and agreements with Fabulor NV, regardless of conflicting provisions stated on documents of the customer. By placing an order, the customer acknowledges accepting the general terms and conditions of Fabulor NV.
Article 2: Offers, quotations & order confirmation
2.1: All offers and quotations from Fabulor NV are without obligation until the moment of acceptance by the customer. Quotations remain valid until 30 calendar days after the quotation date unless stated otherwise.
2.2: The agreement is concluded when the customer signs the quotation unchanged within eight days for approval and returns it to Fabulor NV. Every order or order confirmation by the customer commits the customer. The agreement supersedes all previously concluded and/or oral agreements.
2.3: The offer is not divisible and therefore cannot be split up unless stated otherwise. A composite quotation does not oblige Fabulor NV to perform part of the assignment against a corresponding part of the stated price.
2.4: The order will be executed upon receipt of the advance payment, unless expressly stated otherwise in the quotation. The amount of the advance is always stated in the quotation.
2.5: Offers and quotations do not automatically apply to future assignments.
Article 3: Cancellation of the order
3.1: The cancellation of an order by the customer is possible as long as Fabulor NV has not yet started its activities and subject to payment of compensation of 25% of the agreed price, with a minimum of EUR 500.
Article 4: Delivery
4.1: The date of delivery is only given as an indication and does not bind Fabulor NV. Delay in delivery does not entitle the customer to compensation or price reduction or to dissolution of the agreement.
4.2: If the parties have expressly agreed on a binding delivery period, this period will be extended if the customer fails to provide information, documents, originals, images (on time) and to accept the corrected proofs (on time), or if the customer places additional orders.
Article 5: Risk
5.1: All goods belonging to the customer and located at Fabulor NV are stored there at the risk of the customer.
Article 6: Payment modalities
6.1: Subject to explicit written deviation stated in the agreement, the customer must pay an advance of 40% of the invoice amount for each order. Upon delivery of the order, the customer owes 50% of the invoice amount. The remaining 10% is payable at the end of the support period (standard 1 month).
6.2: All invoices are payable on their due date by transfer to the account number of Fabulor NV (stated on all invoices, offers and website).
6.3: If the customer does not proceed to payment within 8 days after receipt of a reminder to do so, the customer owes Fabulor NV default interest of 12% per year and a fixed compensation of 10% of the invoice amount with a minimum of 100.00 EUR, from the date of the reminder to full payment.
6.4: Fabulor NV reserves the right to suspend the further performance of its obligations until the customer has paid the overdue invoices. Any delay in payment by the customer makes all amounts due immediately due and payable. All permitted discounts will also lapse in the event of non-compliance with these general terms and conditions of sale.
Article 7: Complaints - protest of the invoice
7.1: Any protest must be sent by registered letter to Fabulor NV within a period of 8 days. For complaints or disputes with regard to the services provided, the period starts the day after delivery. With regard to the invoice, the term starts on the invoice date. In the absence of timely protest, the services/invoices are definitively accepted and payment is due.
Article 8: Liability - General
8.1: Fabulor NV undertakes to perform all services to be provided with due care. All performances of Fabulor NV are obligations of means. Fabulor NV is not liable for errors in the execution due to insufficient or incorrect input by the customer.
8.2: Fabulor NV cannot be held liable for any error (even a gross error) on the part of Fabulor NV or its employees, except in the case of fraud. Whatever the cause, form or object of the claim for which liability is invoked, Fabulor NV can under no circumstances be held liable for any consequential damage such as loss of expected profit, drop in turnover, increased operational costs, loss of clients, which the client or third parties would suffer as a result of any error or negligence on the part of Fabulor NV or an appointee.
8.3: The liability of Fabulor NV with regard to services provided to the customer is in any case limited to either the refund of the price paid by the customer or the re-performance of the services, at the option of Fabulor NV. The total liability of Fabulor NV will never exceed the price paid by the customer to Fabulor NV for the services that gave rise to the claim.
8.4: If and insofar as the proper execution of the agreement requires this, Fabulor NV has the right to have certain activities performed by third parties.
8.5: With regard to the services provided by third party suppliers, Fabulor NV does not accept any liability above or other than the liability that the third party suppliers are prepared to accept for their products or services.
8.6: The client mutually acknowledges e-mail as legal, valid evidence.
Article 9: Software liability
9.1: Without prejudice to Article 8, the following applies with regard to software: the flawless operation of a computer configuration (the whole of hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning strike, ...) as well as due to factors specific to the computer configuration (defects, network failures, undetected errors in system and application software,...), so that unexpected loss of (even all) programs and/or data may occur. The customer undertakes to install appropriate mechanisms for the protection, retention and recovery of data.
Article 10: Intellectual property rights
10.1: Intellectual property rights are understood to mean: all intellectual, industrial and other property rights (regardless of whether they are registered or not), including but not limited to copyrights, related rights, brands, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs and semiconductors.
10.2: Both parties accept that the concept of the app/web/chat solution (particularly the structure of the screens of the app/web/chat solution, main navigation) will in principle not be protected by Intellectual Property Rights. The Customer can therefore also find a similar structure at other sites and web applications developed by Fabulor NV.
10.3: The Intellectual Property Rights associated with the visual design of the app/web/chat application created by Fabulor NV are transferred to the customer. This transfer applies to the fullest extent, for all modes and forms of exploitation, for the entire duration of the relevant right and for the entire world. In addition, the customer receives a non-exclusive license to use all codes used for the app/web/chat solution. This license of use is valid for the duration of the protection of the code by copyright and for the entire world. However, if the app/web/chat solution contains photos or drawings that were not supplied by the customer, but were taken by Fabulor NV from the app/web/chat solution that makes photos and illustrations available online, whether or not against payment, then the user license that the customer obtains on these photos and drawings depends on the conditions determined on the app/web/chat solution of this online library. As a rule, this license of use will be non-exclusive. Fabulor NV does not provide any guarantee with regard to these photos and illustrations.
10.4: The Intellectual Property Rights associated with the app/web/chat solution (ie the software necessary for managing the content of the app/web/chat) belong exclusively to Fabulor NV or a third party with which Fabulor NV has concluded an agreement in this regard . Subject to payment of an annual license fee, determined in the quotation from Fabulor NV, and under the suspensive condition of full payment of this fee, the customer obtains a non-exclusive, non-transferable license to use this software. The customer is prohibited from granting sub-licences to third parties, or making the software available to third parties in any way, communicating it, using it for the benefit of third parties or commercializing it.
10.5: The customer shall at all times respect the Intellectual Property Rights of Fabulor NV and make reasonable efforts to protect those rights. The customer shall immediately inform Fabulor NV of any infringement by third parties of the Intellectual Property Rights of Fabulor NV of which he becomes aware.
Article 11: Hosting services & domain name
11.1: Fabulor NV works together with a specialized hosting partner for the hosting and registration of domain names. 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. At the first request of the customer, Fabulor NV will provide the customer with a copy of the current version of the SLA.
11.2: The hosting services are provided to the customer by Fabulor NV per calendar year, subject to payment by the customer of the fee due. The current price list can be requested from Fabulor NV and is updated annually. If the customer wishes to cancel this service, he must do so by sending his notice to Fabulor NV by registered letter no later than 2 months before the start of the annual term or by e-mail 2 months before the start of the new term. -mail to which agreement has been obtained through a reply from Fabulor NV. In the event of late cancellation, the customer will owe the fee for the following calendar year.
11.3: Fabulor NV is never liable for the content placed on its systems by the user.
11.4: Unless a specific additional and deviating agreement is concluded with Fabulor NV regarding the provision of backups by Fabulor NV, the user is solely responsible for taking backups of his hosting account. Fabulor NV cannot be held liable for this in any way. Insofar as backups are taken by Fabulor NV, these are only intended for internal use.
Article 12: Supply of source files
12.1: Source files used for the creation of the product are not supplied unless stated otherwise in the agreement. However, source files can always be obtained for a fee.
12.2: Fabulor NV reserves the right to freely reuse or commercialize all code, files and pages. Unless stated otherwise.
Article 13: Termination of the agreement
13.1: If the customer is guilty of a serious contractual breach that the customer does not remedy within 8 days after receipt of a notice of default by registered mail, Fabulor NV has the right to either (1) terminate the agreement to suspend until the customer has fulfilled his obligations, or (2) to terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be regarded as a serious breach of contract.
13.2: Upon termination of the agreement, the customer will pay for all services provided by Fabulor NV, as well as the costs that Fabulor NV must incur as a result of this termination, plus a fixed compensation of 30% of the amount that Fabulor NV could have invoiced. to the customer if the agreement had been fully executed. Any advance paid will in any case remain acquired for Fabulor NV. In addition, Fabulor NV reserves the right to claim higher compensation if it proves that its actual damage is greater than the fixed damage as determined above.
13.3: Nevertheless, each party accepts to grant the other party a reasonable period of time to remedy any shortcomings, and to always first look for an amicable settlement.
Article 14: Duty of confidentiality
14.1: The parties undertake to keep the commercial and technical information and trade secrets they learn from the other party secret, even after termination of the agreement, and to use them only for the performance of the agreement.
Article 15: Processing personal data
15.1: Insofar as the customer processes personal data on the server of Fabulor NV, Fabulor NV has the capacity of a processor. The customer has the capacity to be responsible for the processing of personal data within the meaning of the Personal Data Processing Act. The customer declares to fully comply with the obligations resting on the person responsible for the processing, included in this law.
15.2: In the context of the services for the customer, Fabulor NV processes personal data of the contact persons specified by the customer. The contact details of these persons are processed for the purpose of 'customer management', ie to contact the customer regarding the services. The contact persons have a right of access and correction regarding their data.
Article 16: Reference
16.1: The customer agrees that the product developed by Fabulor NV for the customer will be included in the reference portfolio of Fabulor NV.
Article 17: Force majeure
17.1: Force majeure situations such as strikes, public unrest, administrative measures and other unexpected events over which Fabulor NV has no control, release Fabulor NV, for the duration of the nuisance and for their scope, from its obligations, without the right to any price reduction or compensation for the customer.
17.2: If it is concluded in the above situation that it is no longer possible to reasonably fulfill the obligations, the agreement will be reviewed or dissolved in mutual consultation. Any performances already delivered by Fabulor NV up to the moment of force majeure will still be invoiced.
Article 18: Invalidity
18.1: If any provision of these general terms and conditions is invalid, the other provisions will remain in full force and Fabulor NV and the customer will replace the invalid provision with another provision that is as close as possible to the purpose and purport of the invalid provision. possible approaches.
Article 19: Applicable law - competent court
19.1: Belgian law applies to the agreements of Fabulor NV. Any dispute regarding the conclusion, validity, performance and/or termination of this agreement will be settled by the competent court in the judicial district of Antwerp (Belgium).
19.2: Fabulor NV reserves the right to freely reuse or commercialize all code, files and pages. Unless stated otherwise.