Article 1. Scope of these general terms and conditions
1.1. These general terms and conditions apply to all offers from, and to all agreements with Wijs BVBA (private limited liability company), even if the documents of the customer specify conflicting provisions. By placing an order, the customer accepts the general terms and conditions of Wijs.
Article 2. Tenders and offers - order confirmation
2.1. All Wijs tenders and offers are without obligation until accepted by the customer. The agreement is formed when the customer has signed for approval and returned the offer, unchanged, to Wijs within eight days. Each order or order confirmation by the customer legally binds the customer to the provisions of the agreement. The agreement replaces all previously concluded oral and/or written agreements. Execution of the order starts upon receipt of the deposit.
2.2 All changes to scope/functionalities during and/or after the project will be executed on a cost-plus basis at the hourly rate prevailing at that moment, unless otherwise agreed.
Article 3. Cancellation of the order
3.1. Cancellation of an order by the customer is possible as long as Wijs has not yet begun its work and subject to payment of damage compensation of 30% of the agreed price, with a minimum of EUR 1000.
Article 4. Delivery
4.1. The specified date of delivery is indicative only, and is not binding on Wijs. A delay in delivery does not entitle the customer to damage compensation or to a reduction in the price paid, nor to dissolution of the agreement.
4.2. If the parties have explicitly agreed a binding delivery time, this deadline will be extended if the customer fails to provide (on time) information, documents, originals or images, fails to accept (on time) the corrected proofs, or if the customer places additional orders.
Article 5. Risk
5.1. All goods belonging to the customer and located at Wijs are stored at the customer's risk.
Article 6. Payment terms
6.1. Unless otherwise agreed, the invoices of Wijs are payable in cash. Disputes must be notified to Wijs by registered letter within seven working days after mailing of the invoice. A dispute can never justify a postponement or suspension of payment.
6.2. All invoices are payable on their due date via transfer to the bank account number of Wijs. Each payment will be applied to the oldest overdue invoice, and first to the interest and costs owed. Discounts granted will be void if the general terms and conditions of sale are not respected.
6.3. If the customer does not make payment within 8 days after receipt of a reminder by Wijs, the customer shall owe Wijs default interest at the interest rate specified in Article 5 of the Belgian Act of 02/08/2002 Combating Payment Arrears in Commercial Transactions. A lump-sum indemnity will also be charged equal to 10% of the invoice amount, with a minimum of EUR 125. The interest due is calculated from the date of the reminder until full payment. In addition, Wijs retains the right to suspend further performance of its obligations until the customer has paid the overdue invoices. Each delay in payment by the customer makes all owed amounts payable immediately.
In this case, the customer may not use creations made by Wijs.
6.4 Final acceptance of the work performed can only take place after payment of 90% of the invoices. The transfer of the source code and intellectual property rights to the website's visual design can take place only after the customer has paid the full amount of the contract.
6.5 Web projects that have been put on hold by the customer may not be the occasion for suspension of payment. Online marketing projects may not be suspended for scheduling reasons.
6.6. Wijs is entitled to terminate the agreement with immediate effect and/or to (temporarily) block access to the Services (e.g. website) in whole or in part, if the customer does not fulfill one or more of his/her/its obligations in whole or in part under the agreement (such as non-payment of the invoice) without the customer being entitled to a refund of prepaid fees or any damages. Wijs in any case will inform the customer of this. Furthermore, Wijs is entitled to terminate the agreement by operation of law with immediate effect without further notice of default in the case that the customer has been declared bankrupt, the customer has requested or accepted judicial restructuring, or more generally, the customer has suspended payments.
Article 7. Liability – General
7.1. Wijs agrees to perform all the provided services with care. All services provided by Wijs are an obligation of means. Wijs is not liable for defects in performance attributable to inadequate or incorrect input from the customer. After the development of a website, we offer a transparent handover and installation. We also offer a warranty period of 6 weeks after acceptance testing for handling technical bugs. Acceptance testing is considered provisional acceptance by the customer. Without written notice to the contrary, this provisional acceptance becomes final after 6 weeks.
7.2. Wijs cannot be held liable for any error (including gross negligence) on the part of it or its appointees, except in the case of fraud. Whatever the cause, form or object of the claim for which liability is invoked, Wijs can in no way be held liable for any consequential loss such as loss of expected profit, reduced sales, increased operating expenses, or loss of clientele that the customer or third parties might suffer due to any error or negligence on the part of Wijs or an appointee.
7.3. In any case, the liability of Wijs with respect to the services delivered to the customer is limited to reimbursement to the customer of the price paid, or performing the services again, at the discretion of Wijs. The total liability of Wijs will never exceed the price paid Wijs by the customer for the services that were the occasion for the damage claim.
7.4. Concerning services provided by third party suppliers, Wijs accepts no liability above or other than the liability that the third party suppliers are prepared to accept for their products or services.
Article 8. Liability for software
8.1. Without prejudice to Article 7, the following applies to software: the flawless operation of a computer configuration (the totality of hardware and software) can never be fully guaranteed due to external factors (power failure or disruption, lightning strikes …) as well as factors specific to the computer configuration (defects, network problems, undetected bugs in system and application software,…), so that the unexpected loss of (even all) programs and/or data can occur. The customer agrees to install suitable mechanisms to ensure the security, safekeeping and restoration of data.
Article 9. Intellectual property rights
9.1. By Intellectual Property Rights is understood: all intellectual, industrial and other ownership rights (regardless of whether registered or not), including but not limited to copyrights, neighbouring rights, trademarks, trade names, logos, drawings, models or requests for registration as drawing or model, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs and semiconductors.
9.2. Both parties accept that the concept of a website (namely the layout of the screens of the website, main modes of navigation) in principle will not be protected by Intellectual Property Rights. Hence, the customer may encounter a similar layout at other sites developed by Wijs.
9.3. The Intellectual Property Rights associated with the visual design of the website created by Wijs are transferred to the customer after payment (Art. 6.4). This transfer has the broadest possible scope, and includes all methods and forms of use, for the full duration of the right in question, throughout the world. Furthermore, the customer receives a non-exclusive user license for all code used on the website. This user license applies for the duration of the protection of the code by copyright law and for the entire world. If the website contains photos or drawings that were not delivered by the customer, but were acquired by Wijs from a website that makes online photos and illustrations available, whether free of charge or for payment, the user license that the customer receives for these photos and drawings depends on the terms and conditions specified on the website of this online library. This user license usually will be non-exclusive. Wijs provides no guarantee concerning these photos and illustrations.
9.4. The Intellectual Property Rights associated with the CMS (i.e. the software needed to manage the content of the website) belong exclusively to Wijs or a third party with which Wijs has concluded an agreement to this effect. Subject to payment of an annual license fee specified in the offer from Wijs, and subject to the condition precedent of full payment of this fee, the customer receives a non-exclusive, non-transferable user license for this software. The customer is prohibited from awarding sub-licenses to third parties, or from making the software available to or communicating it to third parties, using it for the benefit of third parties or commercializing it in any way.
9.5. The customer shall always respect the Intellectual Property Rights of Wijs and make a reasonable effort to protect these rights. The customer shall inform Wijs immediately of each infringement by third parties to the Wijs Intellectual Property Rights of which he/she/it has knowledge.
Article 10. Hosting services
10.1. For the hosting, Wijs works together with a specialized hosting partner. A description of the hosting services and the liability of this partner are included in the Service Level Agreement (SLA) of the hosting partner. This SLA is subject to modification or change by the hosting partner. On first demand of the customer, Wijs will provide the customer with a copy of the current version of the SLA.
10.2. The hosting services are provided by Wijs to the customer per calendar year, subject to payment by the customer of the fee owed. The current price list can be requested at the Wijs website and is updated yearly. If the customer wishes to cancel this service, he/she/it must communicate this to Wijs by registered letter no later than 1 December. In the case of late cancellation, the customer will owe the fee for the following calendar year.
Article 11. Domain name
11.1. If the customer orders a domain name via Wijs, the rights attached to this domain name belong exclusively to the customer. Wijs as agent will handle management of the domain name insofar as the customer pays to Wijs the annual fee owed for this. This management agreement is for an indefinite period and may be cancelled by registered letter no later than one month before the anniversary of the domain name registration.
Article 12. Maintenance contract
12.1 After the 6-week contractual warranty period, further work is done under a maintenance contract/service contract. Such a maintenance contract allows us to reserve a set number of hours in the schedule to make changes and provide support, at a fixed cost. The contract is valid for 1 year, unless agreed otherwise.
Article 13. Termination of the agreement
13.1. If the customer is guilty of a serious breach of contract that the customer does not rectify within 8 days after receipt of a notice of default sent by registered mail, Wijs has the right to (i) suspend the agreement until the customer meets his/her/its obligations, or (ii) terminate the agreement with immediate effect. The non-payment of one or more invoices by their due date will always be considered a serious breach of contract.
13.2. In the case of termination of the agreement, the customer shall pay for all services delivered, as well as the costs that Wijs incurs as a result of this termination, plus fixed damage compensation of 30% of the amount that Wijs still could have invoiced to the customer if the agreement had been fully executed. Any advance payment made remains with Wijs. In addition, Wijs retains the right to claim higher damage compensation if it proves that the damages actually suffered are greater than the fixed damages as established above.
13.3. However, each party accepts to grant the other party a reasonable period to rectify his/her/its possible shortcomings, and to always look for an amicable settlement first.
Article 14. Obligation of confidentiality
14.1. Parties agree to keep confidential the commercial and technical information, and the trade secrets that he/she/it has learned from the other party, even after termination of the agreement, and to use such only for execution of the agreement.
Article 15. Processing of personal data
15.1. Insofar as the customer processes personal data on the Wijs server, Wijs assumes the function of processor. The customer is the instance in charge of processing personal data in the sense of the Belgian Personal Data Processing Act. The customer declares to fully comply with the obligations contained in this act that belong to the instance in charge of the processing.
15.2. Within the framework of the services for the customer, Wijs will process personal data of the contact persons indicated by the customer. The contact information of these persons is processed for the purpose of ‘customer administration’, i.e. to contact the customer regarding the services. The contact persons have the right to access and correct their data.
Article 16. Reference
16.1. The customer agrees that the work performed for the customer by Wijs may be included in the Wijs reference portfolio.
Article 17. Force majeure
17.1. Situations of force majeure such as strikes, public unrest, administrative measures and other unforeseen events over which Wijs has no control, free Wijs from its obligations for the duration of the hindrance and for their scope, without the right to any reduction in the price paid or damage compensation for the customer.
Article 18. Invalidity
18.1. If any clause of these general terms and conditions is invalid, the remaining clauses will remain fully in force, and Wijs and the customer will replace the invalid clause by a different clause that approaches the aim and the intent of the invalid clause as closely as possible.
Article 19. Governing law - jurisdiction
19.1. The agreements of Wijs shall be governed by and construed in accordance with Belgian law. The competent court of Ghent (Belgium) has jurisdiction to settle any dispute in connection with the concluding, validity, execution and/or termination of this agreement.
Article 20. The creation of distinguishing signs
20.1. We certainly have the expertise in house to develop a wordmark, logo or a complex wordmark-logo for you.
20.2. However, we wish to point out that Wijs is unable to perform an investigation into the availability of a sign. We advise you to contact a specialized trademark office to check whether or not specific signs have already been used or registered as a trademark by third parties.
20.3. You will need to discuss the distinguishing power of your distinguishing sign with this same specialized trademark office, since such an evaluation requires specialized legal knowledge.
20.4. We would be happy to further discuss with you how we can approach the creation of your logo, and how to collaborate with the specialized office.
20.5. The purchase of fonts, stock photos and other graphic material is done in consultation with the client and the cost is passed on to the customer. This could involve an annual or one-off cost.