GENERAL TERMS AND CONDITIONS
(Last updated on 08/02/2021)
A. Use of these terms in a DOMANI – CUSTOMER context:
This document sets out the general terms and conditions that apply to all agreements with DOMANI BV(BA) [hereinafter “DOMANI”, registered with the Belgian Crossroad bank of Undertakings with number 0683.936.508], under which DOMANI would undertake to deliver goods and / or services to customers (including B2G, B2B and B2C customers). Any 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 to be aware of these terms and conditions and to accept them in full without reservation.
B. Use of these terms in a DOMANI – SUPPLIER context:
If DOMANI would agree with one or more of its own suppliers that the present terms apply to their contractual relationship(s), such agreement would relate only to the following numbers of the present Terms & Conditions, whereby the supplier is then to be regarded as having the rights and obligations of the “customer” and DOMANI carrying 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, assignments, legal relationships and agreements, by whatever name, whereby DOMANI undertakes / will undertake to perform work and / or deliver goods, as well as to all work arising therefrom.
2. The customer expressly acknowledges that the content of the agreement and the present general terms and conditions correspond to current trade 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 deliveries by DOMANI goods and / or services.
3. These general terms and conditions also apply to any additional or follow-up assignments.
4. DOMANI's commitments concern best efforts commitments and never result commitments.
5. DOMANI determines the way in which the assignment is carried out and by which employee(s).
6. DOMANI has the right to have work performed by a third party to be 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 takes place at the address of DOMANI. The risk passes to the customer from delivery. Transport and packaging costs are at the expense of the customer. Goods travel at the risk of the customer.
9. DOMANI reserves the right to unilaterally cancel the execution of the assignment if the nature or definition of the assignment has changed, or changes during the execution. In such a case, only the hours already worked or goods delivered will be charged.
10. DOMANI is not responsible for any unachieved marketing objectives of the customer.
11. The customer can never transfer the agreement to a third party without prior written agreement with DOMANI.
12. If any condition in these general terms and conditions deviates from a condition in the contract between the parties, the provision included in the contract will prevail.
13. Works that are carried out at the request of the customer in addition to or in amendment of the agreement (additional work) are charged on a cost-plus basis according to the usual rates. The additional work is proven by the mere execution thereof.
14. DOMANI cannot be obliged to do more than the execution of the order explicitly described in the accepted offer.
15. If DOMANI carries out work on the customer's site, the customer guarantees a suitable workplace that meets all statutory standards with regard to working conditions. The customer must ensure that in such case DOMANI is provided with office space and other facilities that, in DOMANI's opinion, are necessary or useful to execute the agreement and that meet all (legal) requirements imposed on it. With regard to (computer) facilities made available, the customer is obliged to ensure continuity, among other things by means of sufficient back-up, security and virus control procedures.
16. The customer will make the material necessary for the execution of the order available to DOMANI on time and free of charge.
17. DOMANI will correct the spelling, linguistic or grammatical errors indicated by the customer, but is not obliged to find and correct unspecified errors itself.
18. The customer shall not hire or approach any DOMANI employees involved in the performance of the work to enter the service of the customer, whether or not temporarily, directly or indirectly, or directly or indirectly on behalf of the customer, whether or not in paid employment, to perform work during the term of the agreement or any extension thereof and during 28 months thereafter.
19. The customer may in no way use the services or facilities offered by DOMANI, including the storage areas offered, to commit infringements, cause damage or nuisance to DOMANI or third parties. Nor should the activities of the customer give cause for this. The customer guarantees at all times that no punishable and / or infringing data, files, software, meta tags, hyperlinks, deep links or comparable references or information are present on equipment made available by DOMANI. At the first request of DOMANI, the customer will fully indemnify DOMANI against this and intervene at his 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 made available by DOMANI and will lead to immediate disconnection. The customer guarantees that he will immediately comply with any request from DOMANI as well as any reasonable request from a third party to remove and / or adapt his own content. The customer waives his right to claim any compensation from DOMANI. For example, DOMANI does not allow pornographic material on its servers, nor are illegal MP3 sites or sites on which things are offered that are contrary to public order or morality, or which constitute an unlawful practice. activities are carried out on DOMANI servers which violate protected works or which are punishable by the Law on IT Crime.
20. Provisions in the assignment that expressly or by their nature must also remain in force after the end or termination of the assignment, remain in effect following termination.
QUOTES, ORDERS & COMMENCEMENT OF THE ORDER
21. Every quotation from DOMANI is without obligation and valid for 30 days.
22. The acceptance of a quotation can take place explicitly (eg written document) or tacitly (by means of an action that must be interpreted as such).
23. Unless agreed in writing between the parties, DOMANI is never bound by changes that the customer believes to have made to the quotation.
24. Placing an order implies the express and full acceptance of these conditions.
25. When placing every order, the customer is obliged to purchase the ordered good and / or service. In the event of cancellation of the order by the customer, DOMANI reserves the right to either demand the purchase or financial compensation, the amount of which can never be less than 50% of the value of the order.
26. If the customer requested to provide a proof, model, design, text, video or any preparatory work, without express reservation, he undertakes to reimburse DOMANI for the work delivered after the order has been placed.
27. DOMANI has the right to refuse an order without any form of justification.
28. An agreement arising from the order replaces all previous oral and / or written agreements between the parties.
29. Orders placed by minors can only be executed if they are co-signed by their parents or guardian and the latter will also be obliged to fulfill all obligations of the customer.
30. DOMANI is never obliged to start executing an order without the customer having paid the first invoice.
31. On a project basis DOMANI reserves the right to invoice 50% of the estimated total amount immediately and DOMANI is not obliged to commence the assignment without first having been paid by the customer. For purpose of this article, a Project exists each time when DOMANI is asked to render or organize the rendering of a cluster of combined services.
PRICE, PAYMENT, SETTLEMENT, DEFERRED INTEREST & DAMAGES
32. All prices are exclusive of VAT, unless stated otherwise.
33. All prices exclude the purchase of (protected) source material (such as but not limited to fonts, images…), unless stated otherwise.
34. The stated prices never include transport and delivery on site. Transport and delivery costs are listed separately.
35. DOMANI can adjust the price unilaterally and proportionally as a result of and in accordance with externally changing price factors that change since the moment of the conclusion of the agreement (changes in wages, raw material prices, social benefits and charges, index fluctuations, etc.)
36. DOMANI may freely determine the frequency of its invoicing, without being bound to always maintain the same time intervals between invoices.
37. Bank or other costs arising from the payment of the invoice are for the account of the customer.
38. All DOMANI invoices are payable at the address of DOMANI's registered office, within 14 days of the invoice date.
39. Receipt of the invoice applies by operation of law and in accordance with article 1139 of the Dutch Civil Code as notice of default, without any document being required.
40. An invoice cannot be refused due to failure to state an internal order / reference number of the customer.
41. In the event of non-payment, DOMANI is legally entitled to stop all further deliveries, performances and services, without prejudice to the right to demand the dissolution of the agreement.
42. In case of late or incomplete payment, all permitted discounts will lapse and the customer is legally and without prior notice of default obliged to pay interest on arrears at an interest rate of 15% per year on the outstanding amount, from the invoice date and until the date of full payment. The customer will then also be bound to pay an indemnity of 10% on the total outstanding amount, with a minimum of 250 EUR.
43. In case of breach of contract by the customer, DOMANI is also entitled to the following damage clause:
(a) If it concerns an agreement of a fixed term:
• The equivalent of all amounts that DOMANI would have received from the customer if the agreement were fully performed, the minimum limit of which can never be less than EUR 10,000.
(b) If it concerns an agreement of an indefinite term:
• The equivalent of 6 months of compensation that DOMANI would have received, the minimum limit of which can never be less than EUR 10,000.
44. Any delay in payment by the customer makes all sums due immediately due and payable, regardless of the pre-approved payment terms, and any delay in payment by the customer also voids all price benefits & discounts.
45. DOMANI can always set off claims against the customer by way of compensation against any claims that the customer has 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 is first charged against the costs, then the interest and compensation and finally the outstanding principal amounts.
48. If the customer has not paid the invoice by its 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 joint assignment, all clients are jointly and severally liable towards DOMANI for the full payment of the invoice amount, the interest due, damage clause and costs.
50. Late invoicing does not relieve the customer from his obligation to pay an invoice.
51. Printed matter and other external costs are always at the expense of the customer and are either charged by DOMANI to the customer or are to be paid by the customer directly to the third party concerned.
PROOF PRINTS
52. The customer acknowledges that a proof print may delay delivery and is not the responsibility of DOMANI.
53. The customer also acknowledges that proof prints in digital work are always a simulation of the actual printing result and are therefore never fully representative of the effective printing and finishing result. Any deviations are not the responsibility of DOMANI.
54. Signing the proof print, dating and with “ready for press” written by hand or given by e-mail (or in some other way), constitutes acceptance without reservation of the performance by DOMANI in accordance with the agreement and releases DOMANI from any liability regarding any errors or defects.
55. Any corrections to the proof must reach DOMANI within five (5) working days from receipt of the proof by the customer. DOMANI is not obliged to take into account corrections and / or comments on the proof received after this period.
WEB SERVICES, INTRANET, EXTRANET, HOSTING AND DOMAIN NAME
56. With regard to hosting and domain name registration, DOMANI works together with a partner chosen by it. Unless explicitly requested otherwise by the customer, DOMANI chooses that partner for these services.
57. Unless stated otherwise, hosting services are entered into for a minimum period of one (1) year from the date of acceptance of the offer. The duration is each time extended by a period of one (1) year, unless the hosting agreement is canceled as determined below.
58. By signing the hosting and domain name agreement, the Customer accepts the conditions of the official domain name registration authority DNS Belgium vzw (CBE number BE0466.158.640), which can be consulted at https://www.dnsbelgium.be.
59. Subject to timely payment by the customer of the hosting and domain fee, DOMANI ensures the extension of the hosting and domain name agreement. If these fees are not paid or if they are paid 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 at the latest three (3) months before the anniversary of the hosting and domain name agreement. In case of late cancellation, the customer will owe the entire hosting and domain name fee for the newly started period.
61. At the end of the hosting agreement, DOMANI will make all data on the website at that time, subject to payment of a one-off fixed fee, available to the customer, in an open format, but without any guarantee of configuration or compatibility, for a period of one (1) month following the end of the hosting agreement. If the customer does not collect or download the data during this period, they are deemed not to be of importance and DOMANI has no further obligations in this regard.
62. DOMANI is not liable for the unavailability or loss of data during this unavailability, which is not due to its own serious or deliberate error or those 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 undertakes to observe all applicable legal and regulatory requirements. Unless otherwise stipulated, the customer will not offer “adult content” and / or any other prohibited content.
64. The customer indemnifies DOMANI against any claim regarding the content, use of the website or the software running on it or made available via the website.
65. In the event that it is summoned to do so by a third party due to an alleged infringement of public or private rights or obligations, DOMANI has the right to temporarily close the website until the customer reasonably (ideally through a court order) declares that the reminder is unfounded and can so demonstrate, without DOMANI being liable for the consequences of closing the website.
66. DOMANI is never liable for unauthorized actions by third parties (eg crypto-locking, cyber attack, registration of domain name in bad faith, etc.).
67. The source code and database remain the exclusive property of DOMANI unless agreed otherwise. The source code and database may then not be copied, reproduced, republished, downloaded, made public, broadcast or transmitted without express permission from DOMANI.
DELIVERY & ACCEPTANCE OF PROGRAMMATION
68. If an acceptance test for software has been agreed in writing, the test period is 14 days after delivery. The parties will determine the content and specifications of the acceptance test in mutual consultation.
69. The software will be considered accepted (i) upon delivery if no agreement was reached between the parties about the acceptance test before delivery, or (ii) on the first day after the test period, if an acceptance test has been agreed between the parties in writing and DOMANI does not receive a detailed error report from the customer during the test period or these errors have been corrected before the end of the test period, or (iii) if the customer uses the software for productive 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 adjusted 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. Up to one month after the delivery of the software, DOMANI will make the necessary adjustments to the software that are necessary to guarantee compatibility with the browsers provided in the quotation. The customer will provide reasonable cooperation for this.
DATA & INFORMATION
72. All information provided in or as a result of a quotation by or on behalf of DOMANI remains the property of DOMANI and must be returned to DOMANI immediately or destroyed at the request of DOMANI. This information is confidential and may only be used by the quotation applicant and the customer for the purpose of establishing the agreement with DOMANI and may only be reproduced for that purpose. Any other use, as well as releasing or forwarding to third parties in whole or in part, is prohibited.
73. In order to be able to execute its agreements, DOMANI, as responsible for the processing, collects personal data from the customer.
74. Changes to contact details such as addresses, telephone numbers and e-mail addresses must be communicated by the customer to DOMANI in a timely manner and in writing.
75. Personal data can be used by DOMANI for direct marketing. This allows DOMANI to inform the customer at regular intervals about its activities. If the customer does not wish his data to be used for this purpose, he can inform us at the following address: Hello@wearedomani.com
76. The customer can consult, correct or change his personal data by sending a dated, signed letter to Hello@wearedomani.com
77. Unless otherwise agreed or if necessary for the execution of the agreement, these personal data will not be transferred to third parties.
78. DOMANI reserves the right to adjust this privacy policy at any time and this in accordance with the current GDPR regulations.
79. DOMANI may be required to provide the name, company name, address, e-mail address, telephone and fax number, the start and expiration date 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 in the operation of the domain name procedures and is completely outside DOMANI's competence with regard to any use by these organizations or third parties of this information.
80. DOMANI may refer to completed projects or projects under development on the website or in other commercial documents. Only generally known data will be disclosed such as the name and nature of the project and an address reference or link to a website. If the customer so wishes, he / she can oppose these statements.
81. Identity data and contact details of the customer (and his contact persons) are kept in the database for internal use. By accepting these terms and conditions, the customer authorizes the use and communication of such data for promotional purposes.
82. The customer and persons whose personal data it concerns can always ask questions and, for example, request a written change or removal of personal data from the database, in accordance with the applicable GDPR regulations.
COMPLAINTS & ACCEPTANCE
83. All complaints regarding invoices from DOMANI must reach DOMANI by registered letter within 8 days of the date of receipt of the invoice. The term for receipt of the invoice is considered to run 2 days from the invoice date, unless proof is provided of another date of receipt.
84. Complaints regarding the delivery of goods or services by DOMANI must be made known to DOMANI by registered letter and within eight (8) calendar days after the delivery date.
85. In case of a complaint not formulated 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 case, the complaint must contain a detailed and exhaustive list of the defects.
87. Formulating a complaint does not suspend the customer's payment obligation. Complaints cannot be used as a pretext to suspend or delay payment of invoices.
88. The investigation of a complaint by DOMANI is not an admission of whether it is justified.
89. Partial use of the delivered goods results in the acceptance of the whole.
90. Any defects in part of the delivery do not give the customer the right to reject the entirety.
FACILITIES & INFORMATION FROM THE CUSTOMER
91. The customer is obliged to provide DOMANI with all information and documents that DOMANI considers necessary for the correct execution of the assignment, in the desired form, in the desired manner and in a timely manner. DOMANI determines what is meant by timely, the desired form and the desired manner.
92. DOMANI has the right to suspend the execution of the order until such time as the customer has fulfilled the obligations referred to in the previous article.
93. The customer guarantees the correctness, completeness and reliability of the information provided by him, even if it originates from third parties, unless the nature of the assignment dictates otherwise.
94. The customer indemnifies DOMANI against damage resulting from incorrect or incomplete information.
95. The additional costs and extra hours incurred by DOMANI, as well as the other damage for DOMANI, due to the customer not providing the information necessary for the performance of the work, or not providing it on time or properly, are at the expense of the customer.
96. The customer is also obliged to provide all utility and other facilities in accordance with the instructions of DOMANI. If the failure to provide the required facilities gives rise to avoidable difficulties for DOMANI to fulfill its obligations, the customer will be obliged to pay the full value of the agreement plus all services provided by DOMANI as well as its additional costs, without this affecting the possibility for DOMANI to temporarily suspend its performances or a part thereof.
LIABILITY & INDEMNITY
97. DOMANI declines all liability for damage that would not result from its serious or deliberate fault.
98. DOMANI can never be held liable for errors in the text or design, if the customer has given approval.
99. Anyone who places an order with DOMANI is assumed to be authorized to do so. The person / entity that signs an agreement with DOMANI indemnifies DOMANI accordingly against any third-party claims.
100. After delivery of digital files and data, the customer is responsible for the storage and quality of the files supplied. If the digital files are also made available to the customer in the DOMANI 'client zone', there is no guarantee on the storage of those files. The loss of source files by DOMANI cannot give rise to any compensation of any kind.
101. Liability on the part of DOMANI is always limited to a maximum of the invoice value of the delivered goods, which is accepted by the customer as a valid limitation of liability.
102. DOMANI's liability is additionally limited to compensation for direct damage that is the direct result of a (related series of) attributable shortcoming (s) in the performance of the assignment.
103. Under no circumstances can DOMANI be held liable for any consequential damage in any sense. DOMANI is not liable for indirect damage, including: loss of data, loss of time, loss of clientele, loss of profit, loss of income, loss of opportunity, loss of goodwill or any other form of economic damage, lost savings, damage due to business interruption and other consequential damage or indirect damage resulting from non-performance, late performance or improper performance.
104. DOMANI can never be held liable for errors made by third parties (hosting, theme builder, etc.)
105. DOMANI is in no way whatsoever responsible for registering domain names in bad faith at the request of the customer which would infringe the rights of third parties. The customer indemnifies DOMANI against any claims from third parties following the registration of a domain name.
106. In the event of non-conforming or defective delivery, DOMANI's responsibility is limited to the replacement of the part of the delivery that is the subject of a justified complaint and this to the exclusion of any other compensation.
107. DOMANI is not liable for damage to the customer that arises because the customer has not provided DOMANI with any information, incorrect or incomplete information, or because it 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 damage by repairing or improving the work performed.
110. The customer indemnifies DOMANI against claims from third parties for damage caused by the fact that the customer has not provided DOMANI with any, incorrect or incomplete information.
111. The customer indemnifies DOMANI against claims from third parties (including employees of DOMANI and third parties engaged by DOMANI) who suffer damage in connection with the execution of the order, which damage is the result of the customer's acts or omissions or unsafe situations in his company or organization.
112. If DOMANI carries out works or produces goods according to the specific instructions of the customer, this is done under the sole responsibility of the customer, who will indemnify DOMANI against all claims brought against DOMANI for alleged or alleged infringement of any intellectual property or personality right of third parties.
113. The provisions of these general terms and conditions relate to both contractual and extra-contractual liability.
INSPECTION OF GOODS AND SERVICES
114. The customer is deemed to have inspected 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 sent to DOMANI in writing within 48 hours of delivery and in any case prior to the use or resale of the goods.
MAINTENANCE AND RETURN OF GOODS
115. In the event of rental or making available of goods by DOMANI, the customer is obliged to treat and maintain the goods that he is deemed to have received in good condition with care. From the moment of delivery, the customer bears the risk for any form of damage, loss or destruction of the good, even in case of force majeure.
116. If defects are found when the goods are returned, the repair will be done at the expense of the customer. The price of new parts will be charged for replacement.
117. In case of late return of goods, compensation (occupancy compensation) is owed by operation of law and without prior notice of at least 250 EUR per day. DOMANI reserves the right to claim damage actually suffered if it exceeds the aforementioned regulation.
RETENTION OF OWNERSHIP & PURCHASE OPTION
118. In the event of sale, the goods remain the property of DOMANI until the date of full payment of the full amount (principal, costs, interest and, where appropriate, compensation for late payment). The customer undertakes not to transfer the delivered goods to third parties, to pledge them or to encumber them with any security or privilege until full payment has been made.
119. Software, Apps, plugins and licenses, or the rights of use thereon, always remain the property of DOMANI, even after the agreement has ended.
120. At the end of the agreement, DOMANI endeavors (insofar as this possibility exists) to offer the customer the opportunity to purchase rights to images.
121. At the end of the agreement, DOMANI strives (insofar as this possibility exists) to offer the customer the possibility to purchase design files (indd, eps, ai, psd, prproj, aep and others).
INTELLECTUAL PROPERTY
122. DOMANI retains all intellectual property rights and, unless expressly stated otherwise in the contract between the parties, these do not pass to the customer. The delivery of the goods or services in execution of the agreement never entails the transfer of intellectual property rights to the customer, unless the parties explicitly agree in a written document to transfer them at an additional cost.
123. All intellectual property rights regarding the goods, the results of the services and / or the creations that are developed and / or used for the execution of the agreement, or arising from it, are the exclusive property of DOMANI or third parties.
124. The customer is not permitted to change, remove or make unrecognizable any indication of intellectual property right of DOMANI or third parties.
125. The customer will not remove or change any indications of DOMANI or its suppliers regarding copyrights, brands, trade names or other intellectual property rights.
126. The customer is not permitted to distribute, multiply, reproduce, commercialize or make available to third parties the goods, the results of the services and / or the creations that are developed and / or used for the execution of the agreement in a manner that is contrary to the legal provisions regarding intellectual property rights.
127. The customer is not permitted to hand over the products mentioned in the previous article to third parties without the prior written consent of DOMANI. (This does not apply if the customer wishes to obtain an expert opinion on the performance of the work by DOMANI. In that case, the customer will impose his obligations under this article on the third parties engaged by him, ensures that they are accountable for these obligations, and indemnifies DOMANI against any infringement.)
128. The customer is expressly prohibited from reproducing, disclosing or exploiting the products that are subject to the intellectual property rights of DOMANI or products that are subject to intellectual property rights with regard to the use of which DOMANI has acquired user rights. This includes (but is not limited to): computer programs, system designs, working methods, advice, (model) contracts, reports, templates, macros and other such products.
129. DOMANI has the right to mention the delivered or conceptual products and services in advertising, mailings and to indicate them to third parties for reference.
130. DOMANI has the right, unless explicitly 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, EXOGENEOUS CAUSE & AGGRAVATING CIRCUMSTANCES
131. In the event of force majeure, strange causes and aggravating circumstances that make the execution of the agreement by DOMANI considerably more difficult, DOMANI may suspend the execution until the situation ceases to persist.
132. If DOMANI has already partially fulfilled the agreed obligations upon the occurrence of the situation referred to in the previous article, DOMANI is entitled to invoice the work already carried out separately and in the interim and the customer must pay this invoice as if it concerned a separate transaction.
BANKRUPTCY & INSOLVENCY OF THE CLIENT
133. DOMANI reserves the right to consider the agreement as dissolved by operation of law and without prior notice if the customer has been declared bankrupt, claimed protection against creditors or is on suspension of payments.
134. If, in DOMANI's opinion, the customer's financial position or payment behavior gives rise to this, or if the customer fails to pay an advance or an invoice within the specified payment term, DOMANI is entitled to demand from the customer that the latter immediately provides (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 his other rights, to immediately suspend the further execution of the agreement and everything the customer owes DOMANI for whatever reason is immediately and fully due and payable.
TERMS
135. If a period / date has been agreed between DOMANI and the customer within which an order must be carried out by DOMANI and the customer fails to: (a) make a prepayment - if agreed - or (b) the necessary information in a timely and complete manner, in the desired form and in the desired manner, the parties will enter into consultation about a new term / date within which the assignment could be carried out.
136. Terms within which the work must be completed can only be regarded as a “deadline” if this is expressly stated in writing between DOMANI and the customer. All other term stipulations for the performance of work by DOMANI are considered guidelines and cannot lead to any right to compensation or price reduction on the part of the customer, nor to a right to refuse delivery or to dissolve the agreement.
137. Delivery periods only start to run from the working day on which the customer submits the materials and information required for the order to DOMANI. The term will be extended by a term equal to the customer's delay in making the necessary information, data and other materials available. Digital materials that do not meet the requested specifications can lead to delays and additional costs.
138. If the customer wishes a shorter term than initially anticipated and wishes to keep such a term as a deadline, this may give rise to charging for additional work by DOMANI.
IMPLIED RENEWAL OF CONTRACTS
139. A fixed-term agreement between the customer and DOMANI expires on the stipulated end date on the condition that one party has informed the other party by registered letter at least 60 days before that date that the agreement will not be renewed. If no party has submitted such notification, the agreement will be automatically extended for a period of one year. Unless a party has informed the other party by registered letter no later than 60 days in advance of the new end date that the agreement will not be renewed, the agreement will always be tacitly renewed for one year under this mechanism.
RIGHT OF SUSPENSION
140. Without prejudice to DOMANI's other rights, DOMANI may suspend the fulfillment of all its obligations until all due invoices to the customer and all amounts owed by the customer (damage clause, interests & costs) have been paid in full. In that case, the customer may not use the creations made by DOMANI. DOMANI is not liable for any consequences of such suspension.
CANCELLATION & TERMINATION
141. If the agreement between the parties is of indefinite duration, either party may terminate it by giving at least one month's notice, by giving written notice to the other party. If the agreement ends before the order has been completed, the customer is obliged to pay costs incurred by DOMANI (eg cancellation costs to subcontractors, etc.) and hours worked by DOMANI.
142. If the agreement has a specific duration and is prematurely terminated by the customer without demonstrable serious shortcoming on the part of DOMANI, the customer is obliged to immediately reimburse the full amount to DOMANI, which DOMANI would have received if the agreement had been performed until the end of its foreseen duration.
143. After the end of the agreement, regardless of how it ended, DOMANI is never responsible for the operation of the customer's website.
EXPIRY PERIOD
144. Insofar as the parties have not stipulated otherwise in writing, rights of action and other powers of the customer for whatever reason against DOMANI in connection with the supply of goods and / or services by DOMANI will lapse, in any case after one year from the time when the customer became aware or could reasonably have been aware of the existence of these rights and powers.
REPAIR CLAUSE NULLITY
145. If a provision from these general terms and conditions or from the underlying agreement should be wholly or partially invalid and / or invalid and / or unenforceable as a result of any statutory regulation, court decision or otherwise, this will not affect any affect the validity of all other provisions of these general terms and conditions or the underlying agreement.
146. If any provision in the assignment or part of the assignment cannot be invoked by law, the remaining part of the assignment will remain in full force, on the understanding that the provision on the part that cannot be invoked, must be deemed to have been adjusted in such a way that an appeal is possible, whereby the intention of the parties with regard to the original provision or the original part is maintained as much as possible.
APPLICABLE LAW & JURISDICTION
147. Only Belgian law applies to all offers, orders, delivery of goods and performance of services of / by DOMANI.
148. Any dispute shall be governed by the law and the competent courts of the seat of DOMANI only, unless one party as first claimant asks the Institute of Arbitration (www.euro-arbitration.org) to designate the Arbitral Court that shall settle the dispute in accordance with the Standard Dispute Rules. This clause replaces all authority clauses contrary to it.