GENERAL TERMS AND CONDITIONS
(Last updated on 08/02/2021)
A. Use of these terms in a DOMANI – CLIENT context:
This document contains the general terms and conditions applicable to all agreements with DOMANI BV(BA) [hereinafter "DOMANI," registered with the Crossroads Bank for Enterprises under number 0683.936.508], pursuant to which DOMANI agrees to supply goods and/or services to customers (including B2G, B2B, and B2C customers). Each delivery of goods and/or services by DOMANI to customers is subject to the following terms and conditions, always to the exclusion of the customer's own general terms and conditions. The customer declares that they have read these terms and conditions and accept them in full and without reservation.
B. Use of these terms in a DOMANI – SUPPLIER context:
Should DOMANI agree with one or more of its own suppliers that the present terms and conditions shall apply to their contractual relationship(s), such agreement would only concern the following numbers of these General Terms and Conditions, the supplier being deemed to have the rights and obligations of the “customer” and DOMANI to have the rights and obligations of “DOMANI”: 1, 2, 3, 4, 7, 9, 10, 11, 12, 18, 19, 20, 23, 24, 45, 66, 72, 73, 74, 76, 77, 78, 81, 82, 91, 92, 93, 94, 97, 102, 103, 104, 108, 113, 115, 116, 117, 122, 123, 128, 129, 130, 131, 133, 134, 144, 145, 146, 148.
GENERAL
1. These general terms and conditions apply to all offers, quotations, orders, legal relationships and agreements, however named, whereby DOMANI undertakes/will undertake to perform work and/or supply goods, as well as to all work arising therefrom.
2. The customer expressly acknowledges that the content of the agreement and the current general terms and conditions are in accordance with current commercial practices in the sector and do not create any apparent imbalance between the rights and obligations of the parties, also taking into account the nature of the goods and/or services supplied by DOMANI.
3. These general terms and conditions also apply to any additional orders and follow-up orders.
4. DOMANI's obligations are best efforts obligations and never result obligations.
5. DOMANI determines the manner in which the assignment is carried out and by which employee(s).
6. DOMANI has the right to have work carried out by a third party designated by DOMANI.
7. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing in a document signed by all parties.
8. Delivery will take place at DOMANI's address. Risk passes to the customer upon delivery. Transport and packaging costs are the customer's responsibility. Goods travel at the customer's risk.
9. DOMANI reserves the right to unilaterally cancel the execution of the order if the nature or description of the order changes, or changes during execution. In that case, only the hours already worked or goods already delivered will be charged.
10. DOMANI is not liable for any marketing objectives not achieved by the customer.
11. The customer may never transfer the agreement to a third party without prior written consent from DOMANI.
12. If any provision of these general terms and conditions deviates from a provision in the agreement between the parties, the provision in the agreement shall prevail.
13. Work performed at the client's request in addition to or in addition to the agreement (additional work) will be billed on a time-and-materials basis at the usual rates. The additional work is evident from its mere performance.
14. DOMANI cannot be held liable for more than the execution of the order expressly described in the accepted quotation.
15. If DOMANI performs work at the client's location, the client guarantees a suitable workplace that meets all legal standards regarding working conditions. The client shall ensure that DOMANI is provided with office space and other facilities that DOMANI deems necessary or useful for the performance of the agreement and that meet all applicable (legal) requirements. With regard to the (computer) facilities provided, the client is obligated to ensure continuity, including through adequate backup, security, and virus control procedures.
16. The customer shall make the materials required for the execution of the order available to DOMANI in a timely manner and free of charge.
17. DOMANI will correct any spelling, linguistic, or grammatical errors indicated by the customer, but is not obligated to detect and correct unspecified errors itself.
18. The Client may not hire or contact any DOMANI employees involved in the performance of the work to perform work, whether temporarily or otherwise, directly or indirectly, or directly or indirectly for the benefit of the Client, whether or not as employees, during the term of the agreement or any extension thereof and for 28 months thereafter.
19. The customer may not use the services or facilities offered by DOMANI, including the storage spaces provided, in any way to commit infringements, cause damage, or cause nuisance to DOMANI or third parties. Nor may the customer's activities give rise to such infringement. The customer guarantees at all times that no illegal and/or infringing data, files, software, metatags, hyperlinks, deep links, or similar references or information are present on the equipment provided by DOMANI. At DOMANI's first request, the customer will fully indemnify DOMANI against this and will intervene at their own expense in any related proceedings against DOMANI. The use of Warez, MP3 sites, and/or other sites with illegal software is prohibited. Spamming is strictly prohibited on all equipment and systems provided by DOMANI and will result in immediate termination. The customer guarantees that they will immediately comply with any request from DOMANI, as well as any reasonable request from a third party, to remove and/or modify their own content. The customer waives their right to claim any damages from DOMANI. Therefore, DOMANI does not permit pornographic material on its servers, nor illegal MP3 sites or sites offering content that violates public order or morality, or constitutes an unlawful practice. Activities that infringe protected works or are punishable under the Computer Crime Act are being conducted on DOMANI's servers.
20. Provisions in the assignment which, expressly or by their nature, must remain in force even after the end or termination of the assignment, shall retain their effect after termination.
QUOTES, ORDERS AND COMMENCEMENT OF THE ORDER
21. Every quotation from DOMANI is without obligation and valid for 30 days.
22. Acceptance of an offer may be express (e.g. written document) or tacit (by means of an act which must be understood as such).
23. Unless agreed in writing between the parties, DOMANI is never bound by changes that the customer believes to have been made to the quotation.
24. Placing an order implies the express and full acceptance of these conditions.
25. With every order, the customer is obligated to accept the goods and/or services ordered. In the event of order cancellation by the customer, DOMANI reserves the right to demand either the purchase or financial compensation, the amount of which will never be less than 50% of the order value.
26. If the customer requests, without express reservation, a proof, a model, a design, a text, a video or any preparatory work, he agrees to compensate DOMANI for the work delivered after the order has been placed.
27. DOMANI has the right to refuse an order without any justification.
28. An agreement arising from the assignment replaces all previous oral and/or written agreements between the parties.
29. Orders placed by minors can only be fulfilled if they are co-signed by their parents or guardian, and the latter are also obliged to fulfil all the customer's obligations.
30. DOMANI is never obliged to commence the execution of an order without the customer having paid the first invoice.
31. On a project basis, DOMANI reserves the right to immediately invoice 50% of the estimated total amount and is not obligated to commence the assignment without prior payment from the client. For the purposes of this article, a Project is considered whenever DOMANI is asked to provide a cluster of combined services or to organize their delivery.
PRICE, PAYMENT, SETTLEMENT, DEFERRED INTEREST & DAMAGES
32. Unless otherwise stated, all prices are exclusive of VAT.
33. All prices exclude the purchase of (protected) source material (such as but not limited to fonts, images, etc.), unless stated otherwise.
34. The listed prices do not include transport and delivery on site. Transport and delivery costs are listed separately.
35. DOMANI may adjust the price unilaterally and proportionally as a result of and in accordance with externally changing price factors that have changed since the moment the agreement was concluded (changes in wages, raw material prices, social security contributions and benefits, index fluctuations, etc.)
36. DOMANI may freely determine the frequency of its invoicing, but is not obliged to always maintain the same time intervals between invoices.
37. Bank and other costs arising from payment of the invoice are borne by the customer.
38. All invoices from DOMANI are payable at DOMANI's registered office within 14 days of the invoice date.
39. Receipt of the invoice shall automatically and in accordance with Article 1139 of the Civil Code be deemed to constitute notice of default, without any document being required.
40. An invoice cannot be rejected because it does not include an internal customer order/reference number.
41. In the event of non-payment, DOMANI is legally entitled to suspend all further deliveries, services and performances, without prejudice to the right to demand termination of the agreement.
42. In the event of late or incomplete payment, all permitted discounts will be forfeited, and the customer is legally obligated, without prior notice, to pay default interest of 15% per year on the outstanding amount, from the invoice date until the date of full payment. The customer is also obligated to pay compensation of 10% of the total outstanding amount, with a minimum of €250.
43. In the event of breach of contract by the customer, DOMANI is also entitled to the following compensation:
(a) If the agreement is for a fixed period:
(b) If the agreement is for an indefinite period:
44. Any delay in payment by the customer will render all amounts due immediately due and payable, regardless of the previously approved payment terms. Any delay in payment by the customer will also result in the forfeiture of all price advantages and discounts.
45. DOMANI may at any time offset claims against the customer against any claims the customer may have against DOMANI.
46. The customer remains (also) obliged to pay the invoices, regardless of DOMANI's agreement to invoice third parties at the customer's request.
47. Each payment and settlement will first be deducted from the costs, then from the interest and damages, and finally from the outstanding principal amounts.
48. If the customer has not paid the invoice on the due date, the customer is also obliged to reimburse all judicial and extrajudicial (collection) costs actually incurred by DOMANI.
49. In the event of a jointly placed order, all clients are jointly and severally liable to DOMANI for the full payment of the invoice amount, the interest due, damages and costs.
50. Late invoicing does not release the customer from his obligation to pay an invoice.
51. Printing and other external costs are always the responsibility of the customer and will either be charged to the customer by DOMANI or must be paid directly by the customer to the third party in question.
PROOFS
52. The customer acknowledges that a proof may delay delivery and that DOMANI is not responsible for this.
53. The customer also acknowledges that digital proofs are always a simulation of the actual print result and are therefore never fully representative of the actual printing and finishing results. Any deviations are not DOMANI's responsibility.
54. Signing the proof, dating it, and noting “ready for printing” by hand or by email (or in some other way) means that DOMANI accepts the performance in accordance with the agreement without reservation and releases DOMANI from all liability for any errors or defects.
55. Any corrections to the proof must reach DOMANI within five (5) business days of receipt of the proof by the customer. DOMANI is not obligated to consider corrections and/or comments on the proof received after this period.
WEB SERVICES, INTRANET, EXTRANET, HOSTING AND DOMAIN NAME
56. For hosting and domain name registration, DOMANI works with a partner of its choosing. Unless the customer explicitly requests otherwise, DOMANI will select that partner for these services.
57. Unless otherwise stated, hosting services are contracted for a minimum period of one (1) year from the date of acceptance of the offer. The term is extended by one (1) year each time, unless the hosting agreement is terminated as provided below.
58. By signing the hosting and domain name agreement, the Customer accepts the terms and conditions of the official domain name registration authority DNS Belgium vzw (KBO number BE0032471630525, which can be consulted at https://www.dnsbelgium.be).
59. Provided the customer pays the hosting and domain fees on time, DOMANI will renew the hosting and domain name agreement. If these fees are not paid or paid too late, the domain will be deleted, and the credits will remain due. Reactivation is possible after payment of the outstanding fees plus any reactivation costs.
60. The customer can cancel the hosting and domain name agreement by registered letter no later than three (3) months before the anniversary date of the hosting and domain name agreement. If the cancellation is not made on time, the customer will owe the full hosting and domain name fee for the newly commenced period.
61. At the end of the hosting agreement, DOMANI will make all data currently on the website available to the customer in an open format for one (1) month after the end of the hosting agreement, for a one-time fixed fee, but without any configuration or compatibility guarantee. If the customer does not collect or download the data within this period, it will be deemed not relevant, and DOMANI will have no further obligations in this regard.
62. DOMANI is not liable for the unavailability or loss of data during this unavailability, which is not attributable to its own gross or intentional error or that of its employees, nor for any direct or indirect damage that may result from this.
63. The customer is responsible for the design and content of the website and agrees to comply with all applicable legal and regulatory requirements. Unless otherwise specified, the customer will not provide "adult content" and/or other prohibited content.
64. The customer indemnifies DOMANI against any claim concerning the content, use of the website or the software that runs on it or is made available through the website.
65. If DOMANI is summoned by a third party for an alleged infringement of public or private rights or obligations, DOMANI has the right to temporarily close the website until the customer declares on reasonable grounds (ideally via a court order) that the summons is unfounded and can prove this, without DOMANI being liable for the consequences of the website closure.
66. DOMANI is in no way liable for unlawful acts by third parties (e.g. crypto-locking, cyberattack, bad faith registration of domain names, etc.).
67. The source code and database remain the exclusive property of DOMANI, unless otherwise agreed. Therefore, the source code and database may not be copied, reproduced, republished, downloaded, made public, broadcast, or transmitted without the express permission of DOMANI.
DELIVERY AND ACCEPTANCE OF THE PROGRAM
68. If an acceptance test for software has been agreed upon in writing, the test period will be 14 days after delivery. The parties will mutually determine the content and specifications of the acceptance test.
69. The software will be deemed accepted (i) upon delivery if no agreement has been reached between the parties regarding the acceptance test prior to delivery, or (ii) on the first day following the test period, if an acceptance test has been agreed upon in writing between the parties and DOMANI does not receive a detailed error report from the customer during the test period or if these errors are corrected before the end of the test period, or (iii) if the customer uses the software for production or operational purposes. If, during the performance of the agreed acceptance test, it appears that the software contains errors, the customer will inform DOMANI in writing and in detail as soon as possible during the test period, in which case the test period will be interrupted until the software has been modified in such a way that the errors have been eliminated.
70. DOMANI is in no way responsible for errors caused by software, data or hardware of the customer or third parties.
71. For up to one month after delivery of the software, DOMANI will make the necessary adjustments to the software to ensure compatibility with the browsers listed in the quote. The customer will provide reasonable cooperation in this regard.
DATA & INFORMATION
72. All information provided in or in connection with a quotation by or on behalf of DOMANI remains the property of DOMANI and must be returned to DOMANI immediately or destroyed at DOMANI's request. This information is confidential and may only be used by the quotation requester and the customer for the purpose of concluding the agreement with DOMANI and may only be reproduced for that purpose. Any other use, as well as providing or forwarding it, in whole or in part, to third parties, is prohibited.
73. In order to execute its agreements, DOMANI, as the controller, collects personal data from the customer.
74. The customer must inform DOMANI in writing and in a timely manner of any changes to contact details such as addresses, telephone numbers and e-mail addresses.
75. DOMANI may use personal data for direct marketing purposes. This allows DOMANI to regularly inform customers about its activities. If customers do not wish their data to be used for this purpose, they can inform us at the following address: Hello@wearedomani.com
76. The customer can consult, improve or change his personal data by sending a dated and signed letter to Hello@wearedomani.com
77. Unless otherwise agreed or if necessary for the performance of the agreement, these personal data will not be passed on to third parties.
78. DOMANI reserves the right to modify this privacy policy at any time and in accordance with current GDPR regulations.
79. DOMANI may be required to provide the name, company name, address, email address, telephone and fax numbers, the start and end dates of the registration, and the associated name server information to the organization that manages the domain extension. This information is publicly available. The public nature of this information is inherent to the operation of the domain name procedures and falls entirely outside DOMANI's authority regarding the use of this information by these organizations or third parties.
80. DOMANI may refer to completed or ongoing projects on the website or in other commercial documents. Only publicly known information, such as the name and nature of the project and an address or link to a website, will be disclosed. The customer may object to this if they so choose.
81. The customer's (and their contacts') identity and contact details are stored in the database for internal use. By accepting these terms and conditions, the customer consents to the use and communication of this information for promotional purposes.
82. The customer and the persons whose personal data are related can always ask questions and, for example, submit written requests to change or delete personal data from the database, in accordance with the applicable GDPR regulations.
COMPLAINTS & ACCEPTANCE
83. All complaints regarding DOMANI invoices must reach DOMANI by registered letter within 8 days of the invoice date. The invoice receipt period is deemed to be 2 days from the invoice date, unless a different date of receipt is demonstrated.
84. Complaints regarding the delivery of goods or services by DOMANI must be notified to DOMANI by registered letter within eight (8) calendar days after the delivery date.
85. If the complaint is not submitted on time and/or not by registered letter, the customer is deemed to have definitively accepted the services and/or goods and/or the invoice.
86. In any event, the complaint must contain a detailed and exhaustive list of the defects.
87. Filing a complaint does not suspend the customer's payment obligation. Complaints cannot be used as a pretext to suspend or delay invoice payment.
88. The investigation of a complaint by DOMANI does not constitute an acknowledgement of its validity.
89. Partial use of the delivered goods results in acceptance of the whole.
90. Defects in part of the delivery do not give the customer the right to reject the whole.
CUSTOMER FACILITIES & INFORMATION
91. The customer is obligated to provide DOMANI with all information and documents DOMANI deems necessary for the correct execution of the order, in the desired form, in the desired manner, and in a timely manner. DOMANI determines what is meant by "timely," "in the desired form," and "in the desired manner."
92. DOMANI has the right to suspend the execution of the order until the customer has fulfilled the obligations mentioned in the previous article.
93. The client guarantees the accuracy, completeness and reliability of the information provided by him, even if this information comes from third parties, unless the nature of the assignment dictates otherwise.
94. The customer indemnifies DOMANI against any damage resulting from incorrect or incomplete information.
95. The additional costs and additional hours incurred by DOMANI, as well as other damages suffered by DOMANI, because the client does not provide, does not provide in a timely manner or does not provide properly the data necessary for the performance of the work, shall be borne by the client.
96. The customer is also obligated to provide all utilities and other facilities in accordance with DOMANI's instructions. If failure to provide the required facilities leads to avoidable difficulties for DOMANI in fulfilling its obligations, the customer is obligated to pay the full value of the agreement, plus all services provided by DOMANI, as well as the additional costs, without this affecting DOMANI's ability to temporarily suspend all or part of its services.
LIABILITY AND INDEMNIFICATION
97. DOMANI disclaims all liability for damage that is not the result of its gross negligence or intentional misconduct.
98. DOMANI cannot be held liable for errors in the text or design if the customer has given his approval.
99. Anyone placing an order with DOMANI is deemed authorized to do so. The person/entity entering into an agreement with DOMANI indemnifies DOMANI accordingly against all third-party claims.
100. After delivery of digital files and data, the customer is responsible for the storage and quality of the delivered files. If the digital files are also made available to the customer in DOMANI's "customer zone," there is no guarantee for their storage. Loss of source files by DOMANI cannot give rise to any compensation.
101. DOMANI's liability is always limited to a maximum of the invoice value of the delivered goods, which the customer accepts as a valid limitation of liability.
102. DOMANI's liability is further limited to compensation for direct damage that is the direct result of a (connected series of) attributable shortcoming(s) in the execution of the assignment.
103. DOMANI is in no event liable for any consequential damages whatsoever. DOMANI is not liable for indirect damages, including: loss of data, loss of time, loss of customers, loss of profit, loss of income, loss of opportunity, loss of goodwill, or any other form of economic loss, lost savings, damage due to business interruption, and other consequential or indirect damages resulting from non-compliance, late performance, or improper performance.
104. DOMANI cannot be held liable for errors made by third parties (hosting, theme builder, etc.)
105. DOMANI is in no way liable for the bad faith registration of domain names at the customer's request, which violates the rights of third parties. The customer indemnifies DOMANI against all third-party claims arising from the registration of a domain name.
106. In the event of non-compliant or defective delivery, DOMANI's liability is limited to the replacement of the part of the delivery that is the subject of a justified complaint, to the exclusion of any other compensation.
107. DOMANI is not liable for any damage suffered by the customer because the customer has not provided DOMANI with any information, or has provided incorrect or incomplete information, or because this information has not been provided on time.
108. The customer is obliged to take damage-limiting measures.
109. DOMANI always has the right to undo or limit the damage by repairing or improving the work performed.
110. The customer indemnifies DOMANI against claims from third parties for damages caused by the customer providing DOMANI with no, incorrect, or incomplete information.
111. The client indemnifies DOMANI against claims from third parties (including DOMANI employees and third parties engaged by DOMANI) who suffer damage in connection with the execution of the assignment and which damage is the result of the client's actions or omissions or of unsafe situations in its company or organization.
112. If DOMANI performs work or manufactures goods according to the customer's specific instructions, this is done under the sole responsibility of the customer, who indemnifies DOMANI against all claims brought against DOMANI for alleged or suspected infringement of any intellectual property right or personal right of third parties.
113. The provisions of these general terms and conditions relate to both contractual and non-contractual liability.
INSPECTION OF GOODS AND SERVICES
114. The customer is deemed to have inspected the delivered goods and services on the date of delivery. Complaints regarding the conformity and/or visible defects of the goods and services supplied by us must be reported to DOMANI in writing within 48 hours of delivery and in any case before using or reselling the goods.
MAINTENANCE AND RETURN OF GOODS
115. In the event of rental or provision of goods by DOMANI, the customer is obligated to handle and maintain the goods, which are deemed to have been received in good condition, with care. From the moment of delivery, the customer bears the risk for any damage, loss, or destruction of the goods, even in the event of force majeure.
116. If defects are found upon return of the goods, the customer will be charged for repairs. Replacement parts will be charged for replacement.
117. In the event of late return of goods, compensation (occupancy fee) of at least EUR 250 per day is due by operation of law and without prior notice of default. DOMANI reserves the right to claim compensation for actual damages incurred if these exceed the aforementioned stipulation.
RETENTION OF OWNERSHIP & OPTION TO PURCHASE
118. In the event of a sale, the goods remain the property of DOMANI until the date of full payment of the entire amount (principal, costs, interest, and, where applicable, damages for late payment). The customer agrees not to transfer, pledge, or encumber the delivered goods with any security or lien until full payment has been made.
119. Software, apps, plugins and licenses, or the user rights for them, always remain the property of DOMANI, even after the agreement has ended.
120. DOMANI strives to offer the customer the opportunity to purchase rights to images at the end of the agreement (insofar as this option exists).
121. DOMANI strives to offer the customer the option to purchase design files (indd, eps, ai, psd, prproj, aep and others) at the end of the agreement (to the extent possible).
INTELLECTUAL PROPERTY
122. DOMANI retains all intellectual property rights and, unless expressly stated otherwise in the agreement between the parties, these rights are not transferred to the customer. The delivery of goods or services in execution of the agreement never entails the transfer of intellectual property rights to the customer, unless the parties expressly agree in writing to transfer these rights for an additional fee.
123. All intellectual property rights relating to the goods, the results of the services, and/or the creations developed and/or used in the performance of the agreement, or arising from it, belong exclusively to DOMANI or to third parties.
124. The customer is not permitted to alter, remove, or make unrecognizable any indication of intellectual property rights of DOMANI or third parties.
125. The customer may not remove or alter any indications of DOMANI or its suppliers concerning copyrights, trademarks, trade names or other intellectual property rights.
126. The customer is not permitted to distribute, reproduce, reproduce, commercialize or make available to third parties the goods, the results of the services and/or the creations developed and/or used in the execution of the agreement in a manner that conflicts with the statutory provisions regarding intellectual property rights.
127. The customer is not permitted to provide the products referred to in the previous article to third parties without prior written permission from DOMANI. (This does not apply if the customer requires an expert opinion on the performance of the work by DOMANI. In that case, the customer will impose its obligations under this article on the third parties it engages, ensure that they are responsible for these obligations, and indemnify DOMANI against any infringement.)
128. The customer is expressly prohibited from reproducing, publishing, or exploiting any products subject to DOMANI's intellectual property rights, or any products subject to intellectual property rights for the use of which DOMANI has acquired rights. This includes (but is not limited to): computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros, and similar products.
129. DOMANI has the right to mention the delivered or conceptual products and services in advertisements, mailings and for reference to third parties.
130. DOMANI has the right, unless expressly agreed otherwise, to sign the design and/or to have its name mentioned in the colophon of a publication, website, announcement or title list.
FORCE MAJEURE, EXOGENOUS CAUSE AND AGGRAVATING CIRCUMSTANCES
131. In the event of force majeure, external causes and aggravating circumstances that significantly hinder the performance of the agreement by DOMANI, DOMANI may suspend performance until the situation ceases to exist.
132. If DOMANI has already partially fulfilled the agreed obligations when the situation referred to in the previous article occurs, DOMANI is entitled to invoice separately and in the interim for the work already performed and the customer is obliged to pay this invoice as if it concerned a separate transaction.
BANKRUPTCY AND INSOLVENCY OF THE CLIENT
133. DOMANI reserves the right to consider the agreement terminated by operation of law and without prior notice of default if the customer has been declared bankrupt, has applied for a suspension of payments, or is in a suspension of payments.
134. If, in DOMANI's opinion, the customer's financial position or payment history gives reason to do so, or if the customer fails to pay an advance payment or an invoice within the specified payment term, DOMANI is entitled to demand that the customer immediately provide (additional) security in a form to be determined by DOMANI. If the customer fails to provide the required security, DOMANI is entitled, without prejudice to its other rights, to immediately suspend further performance of the agreement, and all amounts owed by the customer to DOMANI, for whatever reason, shall become immediately and fully due and payable.
CONDITIONS
135. If DOMANI and the customer have agreed on a term/date within which an order must be carried out by DOMANI and the customer fails to: (a) make an advance payment - if agreed - or (b) provide the required information on time and in full, in the desired form and in the desired manner, the parties will consult on a new term/date within which the order can be carried out.
136. Deadlines within which work must be completed can only be considered a "deadline" if this has been expressly agreed upon in writing between DOMANI and the customer. All other deadlines for the performance of work by DOMANI are guidelines and cannot entitle the customer to compensation or a price reduction, nor to refusal of delivery or termination of the agreement.
137. Delivery times only begin on the business day on which the customer provides DOMANI with the materials and information required for the order. The delivery time will be extended by a period equal to the customer's delay in providing the necessary information, data, and other materials. Digital materials that do not meet the requested specifications may result in delays and additional costs.
138. If the client requests a shorter term than initially anticipated and wishes to consider this term as a strict deadline, this may result in DOMANI charging for additional work.
IMPLIED EXTENSION OF CONTRACTS
139. A fixed-term agreement between the customer and DOMANI expires on the set end date, provided that one party has notified the other party by registered letter at least 60 days prior to that date that the agreement will not be extended. If neither party has given such notice, the agreement will be automatically extended for a period of one year. Unless one party has notified the other party by registered letter at least 60 days prior to the new end date that the agreement will not be extended, the agreement will be tacitly extended for one year according to this mechanism.
RIGHT OF SUSPENSION
140. Without prejudice to DOMANI's other rights, DOMANI may suspend the fulfillment of all its obligations until all outstanding invoices to the customer and all amounts owed by the customer (damages, interest, and costs) have been paid in full. In that case, the customer may not use the creations made by DOMANI. DOMANI is not liable for the consequences of such a suspension.
CANCELLATION AND TERMINATION
141. If the agreement between the parties has been entered into for an indefinite period, either party may terminate it in writing with at least one month's notice. If the agreement ends before the assignment is completed, the customer is obligated to pay for the costs incurred by DOMANI (e.g., cancellation fees for subcontractors, etc.) and for the hours worked by DOMANI.
142. If the agreement has a fixed term and is terminated prematurely by the customer without demonstrable serious shortcomings on the part of DOMANI, the customer is obliged to immediately repay to DOMANI the full amount that DOMANI would have received if the agreement had been performed until the end of the specified term.
143. After the end of the agreement, regardless of how it is terminated, DOMANI is in no way responsible for the operation of the customer's website.
EXPIRY PERIOD
144. Unless the parties have agreed otherwise in writing, any rights of action and other powers of the customer against DOMANI, on whatever grounds, in connection with the delivery of goods and/or services by DOMANI, shall in any case expire after one year from the moment at which the customer became aware or could reasonably have been aware of the existence of these rights and powers.
REPAIR CLAUSE NULLITY
145. If any provision of these general terms and conditions or of the underlying agreement is, in whole or in part, null and void and/or unenforceable as a result of any statutory provision, court ruling or otherwise, this shall not affect the validity of all other provisions of these general terms and conditions or the underlying agreement.
146. If any provision of the assignment or part thereof cannot be legally invoked, the remainder of the assignment shall remain in full force and effect, provided that the provision relating to the part that cannot be invoked shall be deemed to have been amended so that it can be invoked, whereby the intention of the parties with regard to the original provision or part shall be preserved as much as possible.
APPLICABLE LAW AND JURISDICTION
147. All offers, orders, deliveries of goods and services provided by/from DOMANI are exclusively governed by Belgian law.
148. Any dispute shall be governed exclusively by the law and the competent courts of DOMANI's registered office, unless a party, as the first claimant, requests the Institute of Arbitration (www.euro-arbitration.org) to designate the Court of Arbitration that will settle the dispute in accordance with the Standard Dispute Resolution Rules. This provision supersedes any conflicting jurisdictional provisions.
