GENERAL TERMS AND CONDITIONS OF SALE
1.1. The provisions of our general terms and conditions are an integral part of our offers or any concluded agreement. The customer is deemed to have read and accepted all clauses, unless expressly stated otherwise.
1.2. The general terms and conditions of sale or purchase of our contracting parties, whether different, more extensive, or restricted, are not enforceable against ADVINCI unless there are specific express provisions emanating from purchase orders, invoice offers, or agreements.
1.3. The specific conditions proposed to the customer are always strictly limited to the object or operation it deals with and are strictly interpreted.
- Offers and Orders
2.1. Any offer is valid for a period of one month, unless otherwise stated in the offer.
2.2. Any request for an offer not followed by an order gives ADVINCI the right to invoice a lump sum of 100 euros for the establishment of the offer.
2.3. Even if we accept the customer’s order, any information gathered, such as the existence of protests, seizure notices, or any other indication generally revealing unsatisfactory solvency on the part of a customer, authorizes us to either cancel the order or execute it only after sufficient guarantees are provided. By merely requesting a price, the customer waives all damages and claims in this regard.
3.1. The commercial relationship between the parties comes into effect upon the signing of the purchase order, whether in paper or electronic form. It is established for a period of one year from its effective date. It can be renewed by tacit renewal.
3.2. The customer has the option to terminate the entire or part of this contract at any time by registered letter with acknowledgment of receipt, subject to a notice period of one month. Therefore, any request for termination by the customer must be sent no later than one month before the anniversary date of the contract to be accepted by ADVINCI for the ongoing year. Otherwise, the customer will be liable for the annual flat fee and the amount of optional services due for the following year. This applies especially to domain names and hosting.
4.1. Our offers are based on prices of materials, social charges, and wages in effect 15 days before the price is given. The wages are those set by labor collective agreements governing relations between employers and workers within the Auxiliary Joint Committees for workers and employees.
4.2. Any change in wages, social charges, raw material prices, any new taxation resulting from a legal or regulatory provision, any exchange rate variation occurring either within the 15 days preceding the submission of the price or after that period, allows us to modify the terms of our offers, even after their acceptance, proportionally to the increases.
4.3. This clause cannot be applied if, at the time of the order, the customer has paid a deposit equivalent to 30% of the total amount.
- Intellectual Property – Confidentiality
5.1. Any study, report, project, information, quote, specifications, whether for a fee or for free, carried out by ADVINCI for the purpose of providing services to the customer, remains the exclusive property of ADVINCI. The customer undertakes not to transmit this information to third parties and not to use this information for any purpose. ADVINCI undertakes to respect the confidentiality of all this information and any data provided by the customer. The customer undertakes to destroy any information or project in paper or electronic format that was provided by ADVINCI for the study of their service and website.
5.2. The customer owns the domain name reserved for them; ADVINCI only acts as a technical intermediary with domain name organizations. The general terms and conditions of sale of these organizations do not apply. Furthermore, ADVINCI cannot be held responsible for the non-availability of an ordered domain name, as this does not automatically cancel other ordered services. The customer acknowledges that they will register and use the domain name in compliance with current legislation and the legal rights of third parties. The customer undertakes to indemnify, defend, and release ADVINCI from any claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising from or related to the registration or use of the customer’s domain name. The technical transfer of the customer’s domain name to another domain name and hosting organization will be invoiced at a flat rate, as indicated in the purchase order. The customer undertakes not to request this transfer within 60 days following the creation, transfer, or renewal of the domain name.
5.3. ADVINCI holds the rights to use software for creating websites, software, designs, and libraries used for website creation, as well as any other sources used for this purpose, rights provided by current legislation, including the intellectual property code. ADVINCI transfers to the customer, for the duration defined in Article 2, all elements contributing to the proper functioning of the website. However, these usage rights granted to the customer do not involve any transfer of ownership to the customer. Upon the expiration of this contract, the customer undertakes not to infringe, directly or indirectly, or through third parties, any of ADVINCI’s ownership and usage rights. The customer has complete freedom regarding the content of the website, in accordance with Articles 6.6, 9.1, and 9.2. Nevertheless, the web space of the customer’s website must not exceed the sizes specified in the purchase order.
5.4. It is expressly agreed that the customer is not the owner of the hosting provided to them.
- Execution of the Contract
6.1. The customer who gives us an execution order is deemed, from a legal point of view regarding the powers of corporate bodies, and in the context of the sector in which they operate, to have the right to do so and assumes all responsibility in general.
6.2. Requests for modifications, corrections, additions, or removals of materials that lead to unforeseen changes at the time of the price submission are charged additionally. Only written requests from our customers that we have accepted bind us to the extent of our acceptance.
6.3. ADVINCI applies the “first come, first served” rule. Orders are executed upon receipt of the purchase order and payment, in the order of their arrival.
6.4. ADVINCI undertakes to use the search engine optimization techniques specified in the purchase order. ADVINCI does not guarantee the results of website search engine rankings. ADVINCI is therefore only obligated to make reasonable efforts.
6.5. ADVINCI reserves the right to refuse any document, text, or image that contradicts its ethics, good morals, or is not in compliance with current legislation.
6.6. ADVINCI reserves the right to terminate the commercial relationship with the customer without formality, automatically, and without any indemnity of any kind in case of a violation of these general terms and conditions.
6.7. ADVINCI reserves the right to assign, transfer, or transfer to a third party, in any form, the rights and obligations arising from this contract.
7.1. Unless expressly stipulated otherwise, the deadlines indicated in our offers for delivery and the execution of services are exclusively indicative. In any case, the stipulated deadlines only start from the date we receive a regular and complete order, followed by full payment or according to the specific terms provided, and after all necessary data
for its proper completion have been communicated to us by the customer. In no event shall failure to meet delivery deadlines entitle the customer to terminate the agreement or claim damages and interest.
7.2. Cases of force majeure and/or acts of God, such as wars, mobilization, riots, strikes, lockouts, epidemics, machine breakdowns, weather conditions, fires, explosions, and, in general, any external event preventing the delivery of essential materials by our suppliers or the shipment or transportation, as well as any circumstances of a similar nature directly affecting our installations, give us the right, without payment of any compensation or prior notice, to either cancel all or part of the agreement or defer its execution.
7.3. The explicit provision of a strict deadline shall be deemed null and void if the customer is late in providing the requested guarantees or executing the requested payments as per the offer or agreement signed with them.
7.4. ADVINCI is in no way responsible for delays by the Post Office, express mail services, railways, or, in general, any other means of transportation. Shipments are insured in registered form only upon explicit, prior, and written request during the order. If the customer entrusts us with transport or delivery operations by any means, the associated costs are payable in addition to all required deposits upon order; the shipment will only be made after full payment of these costs.
8.1. Claims for hidden defects will not be accepted if they are not specified in writing within one month from the discovery of the defect.
8.2. Claims for apparent defects will not be accepted if they are not specified in writing within 8 days.
8.3. Claims related to the following will not be accepted:
– Improper use;
– Damage caused by force majeure, acts of God, royal orders, or any other circumstances of the same nature;
– The addition, transformation, or use of accessories or additional provisions that do not conform to technical specifications or normal and professional use;
– Intentional act or fault committed by any person;
– The use of the service other than that which is reasonably foreseeable, given its characteristics, unless the buyer has specified it in writing at the time of the conclusion of the sale;
– Installation error by a third-party company not approved by ADVINCI.
8.4. The deadlines mentioned in points 7.1 and 7.2 start automatically upon sending the invoice or any other similar document, such as notice of availability, shipping notice, etc. When a claim is made, approval is deemed to be granted to ADVINCI, except for the part specifically subject to the aforementioned claim.
8.5. Inherent defects in part of our supplies do not give the right to refuse the entire order.
8.6. Minimal differences in color or presentation compared to the submitted samples or presented documentation cannot be the basis for any claim.
9.1. The customer is fully responsible for the use of the services provided by ADVINCI. They undertake to comply with legislation regarding the protection of privacy and personal data, non-discrimination, the fight against racism, violence, and the protection of minors. They are also responsible for the content of the website or emails made available to them, whether the content is modified or not.
9.2. Without prejudice to the provisions of any specific agreement, ADVINCI shall in no event be liable for damages caused to third parties by the customer’s use of these services that contravene the law, public order, or good morals. In particular, the customer will be solely responsible for any direct or indirect, material, or bodily harm caused by the use of the services. The customer shall assume any dispute that may arise between themselves and any third party involved. In the event that ADVINCI’s liability is established by a judicial authority, the customer undertakes to indemnify ADVINCI for any harm resulting from their fault.
10.1. In exchange for the services provided, the customer undertakes to pay ADVINCI:
– An initial flat fee, payable at the start of this contract, the amount of which is specified in the purchase order.
– An annual flat fee, payable on the anniversary dates of the publication, the amount of which is specified in the purchase order.
– Any amount for optional services, the characteristics and amount of which are indicated in the purchase order.
10.2. ADVINCI can only refuse payment of the initial flat fee by the customer if it is made according to the following terms:
– 30% non-refundable deposit upon signing the purchase order
– 30% intermediate deposit once 50% of the service is completed
– 40% upon publication
Any other payment terms must be specified in the purchase order.
10.3. The rates for these services are mentioned in the paper and electronic purchase order. They are excluding taxes (VAT) and payable in euros.
10.4. The rates do not include Internet access and telephone line costs. It is the customer’s responsibility to connect to the Internet if desired. ADVINCI cannot be held responsible for the quality of the line offered by the Internet service provider.
10.5. ADVINCI reserves the right to change its prices at any time, subject to a notice period of two months. In case of refusal of this notification, the customer must request the termination of this contract before its term by registered letter with acknowledgment of receipt, in accordance with Article 3.2. Otherwise, the new rates are considered irrevocably accepted and will be applied to the invoice following the expiration of the aforementioned deadline.
11.1. Invoices automatically bear interest at a rate of 1% per month from the 30th day following their issuance, with any part of a month counted in full, without requiring a formal notice.
11.2. In case of non-payment of an invoice within 30 days of its date, ADVINCI is entitled, automatically and without prior notice, to suspend the execution of any supply or service.
- Penalty Clause
12.1. Without prejudice to the provisions above, in the event of non-payment of an invoice within 30 days of its date, ADVINCI is entitled to increase its amount by 15% as compensation for administrative costs, with a minimum of 50 €, unless it substantiates the costs actually incurred for recovering its claim in accordance with the law of August 2, 2002.
12.2. Similarly, without prejudice to the above provisions, the non-payment of an invoice on its due date authorizes ADVINCI to terminate any ongoing contract and withhold any order of which ADVINCI remains the full owner until full payment of its price.
13.1. Belgian law is the only applicable law in compliance with these general terms and conditions.
13.2. In case of a dispute that cannot be resolved through conciliation or mediation, the Belgian Commercial Courts sitting in French shall have sole jurisdiction.