General conditions

TERMS AND CONDITIONS

CODE-ON BV, trading under the name "CODE-ON" (Cfr. "We"), is a legal entity under Belgian law located at Sint Jobstraat 155 A, B-9300 Aalst and registered with company number VAT BE 0832.114.993.

These General Terms and Conditions apply to every agreement, of whatever nature, that arises between CODE-ON and you, the client. The set of documents that elaborate the assignment in detail form an integral part of the General Terms and Conditions. The General Terms and Conditions are already applicable from the first contact and the resulting quotation.

CODE-ON reserves the right to amend and/or supplement the Terms and Conditions at any time for future assignments. A future change will obviously not affect existing assignments and the resulting agreements.

1 Between quotation and assignment.

At the request of the prospective client, we draw up an individual quotation detailing the tasks requested and the rates and prices applied. Our quotations for carrying out the requested assignments are always made on a cost-plus basis, unless a fixed price is expressly indicated. Our price calculations and quotations have only an indicative character.

Our quotations are valid only with respect to the person(s) to whom the quotation is addressed. A quotation has a period of validity as stated on the quotation itself, or failing this, a period of validity of thirty (30) calendar days from the date of dispatch.

The order confirmation signifies acceptance of the offer. We then set to work. The order confirmation can be derived both explicitly and implicitly from mutual communications with the client. An acceptance by electronic means of communication or verbally is equally valid. If the acceptance differs from the offer included in the quotation then CODE-ON is not bound by it, unless expressly agreed to by CODE-ON.

Changes to the original assignment, such as additional work, are only valid if jointly decided by the client and CODE-ON. As the client, you understand and accept that these changes may have a possible impact on the price and time frame. The consequences of these changes are entirely the responsibility of the client. Additional work will be performed on a cost-plus basis at the then current hourly rate, unless otherwise agreed between the parties. Additional work includes, among other things, all requirements, wishes, preconditions or expectations of the Client that were not made known to CODE-ON at the time of entering into the agreement, or not in full, or not made sufficiently clear.

The client has the option to revoke his order acceptance at any time, but this will not affect his original payment obligations and the payment obligation for additional work already performed.

Cancellation of an order by the Client is possible if CODE-ON has not yet commenced its work. In the event of cancellation, CODE-ON shall be entitled to compensation of thirty (30%) percent of the agreed price, with an absolute minimum of five thousand (5000) EURO.

The delivery dates communicated are purely indicative and always apply as target dates, unless it has been expressly agreed in writing that the communicated or agreed dates have a binding and effective character. We like to keep the quality of our work high, which is why we have the right to postpone delivery without in any way compromising our liability. If we make use of this, we consider it a best practice to notify you in advance.

2 On the execution of an assignment.

Working with CODE-ON means relying on a solid value with a solid reputation. With years of professional experience and extensive knowledge, we can guarantee that every job is completed to a high standard. We work in accordance with industry standards and practices using the latest insights and technologies. Each assignment is always a best-efforts obligation.

CODE-ON has the creative and technical freedom to carry out the execution of the assignment to its own ability and insight, in accordance with the original brief or quotation. CODE-ON may call upon the services of specialized third parties if necessary for the proper execution of the assignment. CODE-ON may appoint these third parties as it sees fit.

The smooth cooperation of the client is necessary for the successful completion of an assignment; this means taking all reasonably necessary actions required for the proper execution of the agreement. The client understands and accepts that a lack of cooperation may have consequences for the predetermined timing and costs. Any consequences of this are entirely the responsibility of the client.

The development of an order can, if necessary, be divided into partial assignments, each of which will be carried out within the agreed time frame. The execution of a subsequent partial assignment may be made dependent on the client's express written approval of the previous partial assignment. We will always indicate the deadline for such approval at the time of delivery. Approval of the partial order will be presumed if the client fails to respond in time. The execution of late comments shall always be considered as additional work.

Once the assignment is completed, we will proceed to final delivery by means of a clear communication and (symbolic) transfer of the developed products. If the developed products qualify as "computer software", the final delivery means the start of a warranty period of one (1) month during which the Client can report defects. Defects in functionality must always be ascertainable or reproducible and described in the most detailed manner. Feedback must always be communicated in writing and preferably in bundled format.

If the order also consists of a long-term service (for example, support or hosting services), the Client must refrain from any use that significantly exceeds the use of an average customer of this service, so-called excessive use. We will inform the Client about the excessive use and discuss measures that can limit this use. Support services will also be limited to the duration of one (1) month. After this period, a new offer will be made for continued services.

3 Our rates and payment methods.

Our rates and prices charged always exclude VAT and other additional charges, unless otherwise indicated. Our rates and prices include all costs necessary for the proper execution of the agreement, unless expressly stated otherwise.

CODE-ON may change the rates and prices at any time in case of agreement for services where a period of at least six (6) months has passed since the commencement or the most recent revision. The client is deemed to agree to this price revision, unless he terminates the agreement by registered letter at the latest until thirty (30) days after the new rates come into effect. A revision of the base price according to the index as mentioned below shall not be considered as a price adjustment and, consequently, shall not be notified to the client.

For agreements lasting more than one (1) year, our hourly or daily rates charged are automatically indexed at the expiration of each annual period using the consumer price index. The calculation is done according to the formula (base price x new index figure) / initial index figure. The new index figure is the consumer price index for the month of August of the year in which the price is revised. The starting index figure is the index figure of the month of August of the year preceding the year of the new index figure.

In the absence of explicitly specified times, CODE-ON will invoice on a monthly basis. If the client does not agree with the invoice received, you are expected to protest it promptly and with reasons, at the latest up to fifteen (15) calendar days after the invoice date. This does not affect any (interim) payment obligations. In the absence of timely protest, the services/invoices are definitively accepted and payment is due.

Our invoices are payable within thirty (30) calendar days from invoice date. If payment is not made by the due date, interest on arrears equal to the legal interest rate for late payment in commercial transactions will be charged automatically and without prior notice. Once we have sent the first notice of default, liquidated damages amounting to 10% of the invoice amount will also be payable, with an absolute minimum of €125. This does not affect the right to claim compensation for further expenses related to the non-payment. CODE-ON also reserves the right to suspend the further execution of its commitments until the invoices are paid. Any delay in payment by the Client shall make all sums due payable at once. In that case the Client may not retain creations made by CODE-ON.

All delivered products shall remain the exclusive property of CODE-ON until the moment of full payment by the Client. Client undertakes to draw the attention of third parties to this retention of title if this proves necessary.

CODE-ON is also entitled to block access to the delivered products and/or services in whole or in part, temporarily or otherwise, if the Client fails to fulfill one or more of its obligations arising from this Agreement in whole or in part (such as a non-payment or protest of the invoice) without the Client being able to claim repayment of any pre-paid fees or any compensation.

Upon acceptance of the assignment, a retainer invoice amounting to twenty (20%) percent of the total value of the assignment may be charged, unless the parties agree otherwise. CODE-ON may make the commencement of the assignment dependent on receipt of payment of the advance invoice.

4 What about intellectual property rights?

Creative effort also deserves respect; all materials we develop and/or make available in the execution of an assignment are protected by intellectual property rights. These intellectual property rights belong to CODE-ON, our employees and licensors. The Client is not permitted to duplicate, commercialize or cause to be commercialized CODE-ON's intellectual property discussed above.

As a result of this agreement, the Client shall acquire the intellectual property rights relating to the relevant materials whose rights belong to CODE-ON under an exclusive use license. This will take place as soon as all payment obligations in favor of CODE-ON are fulfilled. In any case, the intellectual property rights shall remain with CODE-ON.

All materials created and/or made available by CODE-ON can only be used for the previously communicated purposes and/or destinations. The unauthorized use will consequently give rise to a new billing at the amount of the standard rate used plus a surcharge of fifty (50%) percent, for each determined violation separately. The client shall also be responsible for any unauthorized use by third parties found. If any questions remain regarding the authorized or unauthorized use, please do not hesitate to contact us.

The Client is not allowed to remove or change any indication concerning the confidential nature or concerning copyrights, software rights, database rights, brands, trade names or any other right of intellectual property from the goods.

CODE-ON is permitted to make technical provisions to protect the products in order to safeguard its rights or an agreed restriction on use. The Client shall never be permitted to remove or circumvent such technical provisions.

Finally, we are proud of our client and completed projects. The client understands and accepts that we may at any time make reference to your trade name and/or trade marks as one of our references. Please expressly let us know if this is unwanted.

5 Duration and termination.

The duration of this Agreement is the duration necessary for the execution of the discussed services, being of definite or indefinite duration. In case of an agreement of definite duration, it will be tacitly renewed each time for a new duration equal to the initially determined duration, unless expressly agreed otherwise. Each party may prevent this automatic renewal by giving notice of termination at the end of the term. The termination is mandatory by means of a registered letter at the latest three (3) months before the expiration of the term of this agreement.

In case of an Agreement of indefinite duration, both CODE-ON and the client have the right to unilaterally terminate the Agreement at any time by registered letter subject to a notice period of three (3) months, beginning the day following the date of the registered letter.

Each party may terminate the Agreement with immediate effect if the other party culpably and severely or repeatedly breaches the obligations specific to this Agreement. Breaches of the obligation to pay and the obligation to cooperate by the Client are considered to be serious breaches. An immediate termination is only possible after the defaulting party has been given a reasonable opportunity to still fulfill its obligations, following registered notice of default. The termination shall not affect the possibility of exercising further rights for damages suffered as a result of a breach.

If one of the parties can no longer fulfill the obligations of the Agreement due to a state of bankruptcy or judicial reorganization or any other impairment of creditworthiness, each party shall have the right to terminate the Agreement immediately, unilaterally and without prejudice by registered letter.

6 What about our liability?

CODE-ON shall only be liable for any major or repeated minor contractual and/or extra-contractual failure attributable to it and caused in the performance of its obligations under this agreement. Our liability shall be limited to these cases. In the event of a culpable shortcoming, the client must immediately send CODE-ON a registered reasoned notice of default upon discovery, giving CODE-ON the opportunity to rectify the shortcoming. However, the total of our liability can never exceed the amount of the compensation due to us.

We are only liable for direct damages resulting from our failures. Under no circumstances shall we be liable for any form of indirect damages, such as consequential damages, lost profits, financial or commercial losses, increase in overhead costs, increased personnel costs, damages due to loss of clients and the like. CODE-ON is also not liable for any kind of damage, destruction or loss of data or documents.

If the Client's contractual or extra-contractual failure compromises CODE-ON's liability, it must take all necessary measures to indemnify CODE-ON against any damage it may incur as a result. CODE-ON cannot be held liable for the use of photographs, fonts, et cetera, supplied and/or approved by Client.

Unforeseeable and insurmountable situations (force majeure) such as, for example, strikes, public unrest, administrative measures and other unexpected events over which CODE-ON has no control, shall release CODE-ON from its commitments for the duration of the nuisance and for their scope, without entitlement to any price reduction or compensation for the Client.

CODE-ON can only be held liable for damages caused by appointed third parties if the error qualifies as fraud, a grave error or a common slight error and if the damaging event happened during the execution of their assignment.

7 Confidentiality.

CODE-ON and the client confirm that any confidential information that comes to their knowledge as a result of this Agreement shall remain confidential at all times. Confidential information is that information which has been communicated in writing to the other party and which is clearly designated as confidential or information that should reasonably be considered confidential. Any breach of confidentiality compromises the liability of the breaching party. This breaching party shall also have the obligation to indemnify the other party against any damage resulting from the breach, including taking further (extra)-judicial steps.

In particular, the parties expressly point out that prior information shared between the parties during, inter alia, but not limited to a pitch, also constitutes confidential information.

8 Attrition.

The Client is prohibited from contracting directly or indirectly with any appointee of CODE-ON during the term of its cooperation with CODE-ON, as well as twenty-four (24) months after the end of such cooperation. The damages suffered by CODE-ON in case of violation shall be contractually fixed at the total gross compensation excluding patronage charges of the appointee dismissed during a period of twelve (12) months preceding the dismissal, without prejudice to CODE-ON's right to prove and claim the more damages suffered.

9 Provisions about this agreement.

This agreement shall be governed by Belgian law. In case of a dispute regarding the execution of the agreement CODE-ON and the client shall make every effort to find an amicable solution. If the dispute nevertheless continues, the courts of the district of Ghent shall be competent.

The nullity or invalidity of any provision or part of a provision of these terms and conditions shall not affect the operation of the remaining provisions. The disputed provision shall be deemed to be isolated and inapplicable. We have the prerogative to replace the provision in question with a valid provision of equal purport. (Sub-)Titles in this agreement have a purely illustrative value.

We may transfer or subcontract our rights or obligations under an agreement to a subsidiary or a third party engaged for this purpose at any time. This can be done without the consent of the client and without any compensation. The third party will fully guarantee the continued performance of the agreement.