General terms and conditions

Article 1 – Definitions

General terms and conditions: these general terms and conditions of Dimaprom commV.;

Dimaprom commV.: the limited partnership Dimaprom. Dimaprom commV., registered with the Crossroads Bank for Enterprises under number 0597.794.568;

Client: the natural or legal person who enters into an agreement with Dimaprom commV. for the delivery of services and/or products;

Article 2 – Applicability

1. The general terms and conditions apply to all quotations from and agreements with Dimaprom commV., in relation to the client, with regard to the sale and delivery of products and services as well as the execution of work by Dimaprom commV.. Dimaprom commV. is involved in, among other things – but not exclusively – search engine optimization, project management, advising on and developing strategies in the field of online marketing, as well as designing and realizing websites and branding for clients.
2. By placing an order with Dimaprom commV., the client declares to be aware of the general terms and conditions.
3. Deviations from these general terms and conditions are only possible if agreed in writing between Dimaprom commV. and the client.
4. Dimaprom commV. reserves the right to change or supplement the general terms and conditions. Changes and supplements also apply to agreements already concluded, taking into account a period of thirty (30) days after written notification of the change and/or supplement.
5. If the client does not agree with the amended general terms and conditions, he is entitled to terminate the agreement with effect from the date of amendment of the general terms and conditions.
6. The applicability of general terms and conditions of the client is hereby expressly rejected.

Article 3 – offer, agreement

1. Each quotation and price quote by Dimaprom commV. must always be considered as one indivisible whole and is without obligation and based on data, documents, etc., provided by or on behalf of the client, unless the quotation or price quote expressly states otherwise in writing.
2. An agreement is concluded between Dimaprom commV. and the client at the moment that the client accepts a quotation or price estimate in writing or by e-mail, unless Dimaprom commV. declares after that time that it will not honor the quotation or price estimate.
3. Amendments to the original agreement concluded between Dimaprom commV. and the client are only valid from the moment that these amendments have been accepted by the parties by means of a supplementary or amended agreement.
4. Commitments and agreements made by subordinates of Dimaprom commV. are not binding on it.
5. By way of exception to the provisions of paragraph 2 of this article, an agreement to perform additional work may be concluded verbally. Dimaprom commV. is authorized to separately charge for additional work performed by it if it reasonably deems such performance necessary for the performance of the agreement.
6. When executing the agreement by Dimaprom commV., minor deviations from usual tolerances are permitted.
7. Unilateral cancellation of the order by the client is not legally valid unless Dimaprom commV. agrees to such cancellation in writing.

Article 4 – Execution of the agreement

1. Dimaprom commV. will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2. Dimaprom commV. is entitled to have the agreement executed in whole or in part under its responsibility by a third party or parties if and to the extent that proper execution of the agreement so requires.
3. The client shall ensure that all data that Dimaprom commV. indicates is necessary or that the client reasonably should understand is necessary for the performance of the agreement, are provided to Dimaprom commV. in a timely manner. If the data required for the performance of the agreement are not provided to Dimaprom commV. in a timely manner, Dimaprom commV. shall have the right to suspend the performance of the agreement and to charge the client for the additional costs resulting from the delay at the usual rates.
4. Dimaprom commV. is not liable for damage of any nature whatsoever resulting from Dimaprom commV. having based its actions on incorrect and/or incomplete information provided by the client, unless Dimaprom commV. was aware of this incorrectness or incompleteness.
5. If it has been agreed that the agreement will be executed in phases, Dimaprom commV. may suspend the execution of those parts belonging to the next phase until the client has approved the results of the preceding phase in writing.
6. If Dimaprom commV. or third parties engaged by the client carry out work on the client's premises or a location designated by the client in connection with the assignment, the client shall provide the facilities reasonably required by those employees free of charge.

Article 5 – Duration and termination

1. A one-time assignment or an assignment with a fixed term cannot be cancelled prematurely. Assignments without a fixed term can be cancelled at the end of the month, taking into account a notice period of one month.
2. Dimaprom commV. has the right to terminate an agreement with immediate effect without notice of default or judicial intervention if it appears that third parties are performing or have performed maintenance on products that are maintained by Dimaprom commV.
3. Dimaprom commV. has the right to terminate an agreement with immediate effect if the client does not, improperly or incompletely adhere to the agreement concluded with Dimaprom commV.
4. Dimaprom commV. has the right to terminate an agreement without notice of default or judicial intervention with immediate effect if the client has been declared bankrupt, has applied for or obtained a suspension of payments or has otherwise lost the free management of his assets. The client is then not entitled to any compensation for damages.

Article 6 – Delivery and delivery time

1. Dimaprom commV. will start creating the agreed products and/or services as soon as possible after receiving the necessary data provided by the client.
2. The period within which services and/or work must be completed (the delivery time) is based on the working conditions applicable at the time the agreement is concluded. If a delay occurs as a result of a change in these circumstances or because services and/or work ordered in time for the execution of the agreement are not performed in time and/or not performed correctly, the delivery time will be extended as is reasonable, taking all circumstances into account.
3. The time of delivery of services and work is the moment that the services and/or work, with the exception of unimportant parts, are ready and Dimaprom commV. has notified the client thereof.
4. The delivery time is not to be regarded as a fatal term, unless expressly agreed otherwise. Should Dimaprom commV. unexpectedly be unable to meet its obligations within the agreed delivery time, Dimaprom commV. can only be given written notice of default, whereby it is granted a period of at least fourteen (30) days to meet its obligations.
5. In case Dimaprom commV. is in default with regard to the delivery time, the client has the sole right to terminate the agreement, without other claims, such as compensation for damages. In that case, prepaid amounts will be returned, without compensation of interest.
6. Dimaprom commV. shall not owe a contractual penalty for exceeding the delivery time if the exceeding of the delivery time is the result of a shortcoming for which it is not responsible.
7. The services performed by Dimaprom commV. will be provided to the client in a manner to be specified.

Article 7 – Risk and retention of title

1. The client bears the risk for all direct and indirect damage that may occur to the goods and/or services supplied by Dimaprom commV., immediately after the goods and/or services or work have been delivered.
2. Dimaprom commV. reserves the ownership of all delivered goods and products until all its claims on the client in respect of the goods delivered or to be delivered by Dimaprom commV. to the client pursuant to the relevant agreement or services or activities performed or to be performed for the benefit of the client, as well as in respect of any failure on the part of the client to comply with the relevant agreement, have been paid in full.
3. Dimaprom commV. is entitled, if the client fails to fulfil its obligations, to immediately and without prior notice of default take back the goods and/or products delivered under retention of title that are still present at the client. To the extent necessary, the client irrevocably authorises Dimaprom commV. to exercise this right of repossession.

Article 8 – Intellectual property rights

1. Unless expressly agreed otherwise, Dimaprom commV. is the sole owner of all intellectual property rights concerning matters developed within the framework of the agreement and (the results of) services or activities performed within the framework of the agreement. The client indemnifies Dimaprom commV. against all claims from third parties with regard to these rights and will compensate it for all damage and costs caused thereby.
2. The client shall, at the first request of Dimaprom commV., cooperate and do everything necessary to establish and/or ratify the rights referred to in the previous paragraph of this article for the benefit of Dimaprom commV.
3. The client guarantees that the matters and (results of) services or activities referred to in paragraph 1 of this article do not infringe any industrial or intellectual property rights of third parties. The client indemnifies Dimaprom commV. against all claims in this regard and will compensate it for all damage and costs caused thereby.
4. The client obtains the right to use the delivered goods and/or services from the moment that the client has fulfilled all its obligations towards Dimaprom commV.
5. Dimaprom commV. reserves the right to use the knowledge acquired through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 9 – Ownership and confidentiality

1. Dimaprom commV. is and remains at all times the owner/rightful claimant of the offer, as well as the communications, data and specifications, technical descriptions, calculations and models etc. provided by Dimaprom commV. in the context of the offer, quotation or agreement, even if costs have been charged for this. Dimaprom commV. is deemed to be the designer and maker thereof.
2. Anything produced by Dimaprom commV. for and on behalf of the client may not be processed or incorporated into products other than those for which it was originally produced without the express permission of Dimaprom commV.
3. The client is obliged to maintain confidentiality towards third parties of all matters mentioned in this article, as well as of company information and know-how in the broadest sense of the word, originating from Dimaprom commV., which have been brought to his attention by or on behalf of Dimaprom commV. in the context of the offer, quotation or the agreement. Use of this company information and/or know-how for promotional purposes is not permitted without prior written permission from Dimaprom commV.

Article 10 – Prices

1. The prices stated and/or agreed upon by Dimaprom commV. are exclusive of taxes – including VAT – and levies.
2. Changes in the rates will be announced to the client by Dimaprom commV. at least 30 days in advance. The client is entitled to terminate the agreement from the moment the adjusted rates come into effect, taking into account a notice period of one month.

Article 11 – Payment

1. Unless expressly agreed otherwise, payment of the agreed price by the client must take place within fourteen (14) days after the invoice date.
2. Payment for additional work must be made immediately after it has been charged to the client.
3. All payments must be made without any deduction or settlement. In the event that the client believes he can assert a claim against Dimaprom commV. in connection with the performance of the agreement, this does not release him from his obligation to pay in the agreed manner.
4. If Dimaprom commV. has good reason to fear that the client will not fulfil his obligations, Dimaprom commV. is entitled, before delivering or continuing its performance, to demand sufficient security for the fulfilment of the payment obligations of the client, in its opinion. Dimaprom commV. is entitled to suspend the fulfilment of its obligations until the client has made this advance payment or has provided this security.
5. If the client has not paid at the time or within the term referred to in paragraph 1 of this article, he shall be in default by operation of law and without any prior notice of default being required, and shall owe statutory commercial interest on the amount due from the day on which payment should have been made at the latest, without prejudice to any other rights to which Dimaprom commV. is entitled.
6. The costs, both in and out of court, incurred by Dimaprom commV. in connection with the non-fulfilment, untimely fulfilment or improper fulfilment by the client of its obligations, including extrajudicial collection costs and the costs of legal assistance, must be reimbursed by the client to Dimaprom commV.
7. During the period that the client is in default, Dimaprom commV. is entitled to suspend the fulfillment of its obligations. Any damage that occurs during this period is not for the account of Dimaprom commV.
8. If the invoiced amount is incorrect in the opinion of the client, he must inform Dimaprom commV. of this without delay, but no later than fourteen (14) days after invoicing. Dimaprom commV. will investigate this claim and, if necessary, send a new invoice.

Article 12 – Complaints

1. The client has fourteen (14) days after delivery to report clearly defined defects in the delivered products and/or services or work to Dimaprom commV., after which the latter will attempt to remedy these defects in consultation with the client. If no defects are reported to Dimaprom commV. within the aforementioned period, any possibility of complaint will lapse.
   Incorrect information provided by the client that leads to defects in the delivered goods – or other defects attributable to the client – are expressly not understood as defects within the meaning of this article.
2. Complaints do not suspend the client's obligations.

Article 13 - Liability

1. The liability of Dimaprom commV. under an agreement is limited to the fulfillment of the obligations described in the agreement. Dimaprom commV. is only liable if it is culpably in breach of the obligations described in the agreement and furthermore only after it has been given notice of default by the client with due observance of a reasonable term.
2. The liability of Dimaprom commV. is in all cases limited to the invoice amount applicable to the relevant agreement.
3. The liability of Dimaprom commV. under the agreement never extends to consequential damage, business damage or other indirect damage.
4. The limitations or exclusions of liability stipulated for Dimaprom commV. itself in the above paragraphs are also stipulated for and on behalf of its subordinates, any other person used by it in the context of the agreement, as well as for those from whom it obtains delivered goods and/or parts. However, these limitations or exclusions do not apply insofar as intent or gross negligence on the part of its directors personally appears.
5. Dimaprom commV. is never liable for (parts of) designs, drawings, technical descriptions, calculations and working methods that have been made available or prescribed by or on behalf of the client, nor for any materials, equipment or aids made available or prescribed by or on behalf of the client. Dimaprom commV. is not obliged to check these (parts of) designs, drawings, technical descriptions, calculations, working methods, materials, equipment and aids, unless expressly agreed otherwise. Dimaprom commV. is also not liable for defects that are the direct or indirect result of (consultancy) work carried out by the client itself or others, which do not form part of the work or services or activities of Dimaprom commV.
6. Should Dimaprom commV. be held liable by third parties for damage for which it is not liable under these general terms and conditions or otherwise, the client is obliged to indemnify Dimaprom commV. against such damage and liability and to compensate it for all costs, damage and interest that it may incur as a result.

Article 14 – Force Majeure

1. Force majeure in these general terms and conditions shall be understood to mean any circumstance beyond the control of Dimaprom commV., even if this was foreseeable at the time the agreement was concluded, which permanently or temporarily prevents the performance of the agreement, as well as, insofar as not already included, strikes, transport difficulties, fire, inclement weather and other disruptions in the business of Dimaprom commV. or its suppliers, as well as the default of suppliers of Dimaprom commV..
2. In the event of impediment to the performance of the agreement due to force majeure, Dimaprom commV. shall have the right, without judicial intervention, either to suspend the performance of the agreement for a maximum of three (3) months or to terminate the agreement in whole or in part, without Dimaprom commV. being liable for any damages.

Article 15 – (Threatened) failure

1. In the cases mentioned in the law, as well as if the client does not, does not properly or does not timely fulfil one or more obligations arising from the agreement, including these general terms and conditions, or if there is serious doubt as to whether the client is able to fulfil its contractual obligations towards Dimaprom commV., as well as in the event of bankruptcy, suspension of payment, full or partial closure, liquidation, transfer or encumbrance of the client's company, including the transfer or pledging of a significant part of its claims and furthermore in the event that the client's assets are seized in a conservatory or execution order, Dimaprom commV. shall have the right, without notice of default and judicial intervention, either to suspend the performance of each of these agreements for a maximum of three (3) months, or to dissolve them in whole or in part, without being liable to pay any damages and without prejudice to its other rights.
2. In the event that Dimaprom commV. suspends the fulfillment of its obligations or dissolves the agreement in whole or in part, the agreed price shall become immediately due and payable, less any costs saved by Dimaprom commV. as a result of the suspension.

Article 16 – Decommissioning

1. Dimaprom commV. has the right to (temporarily) disable products and services delivered to the client and/or to limit their use if the client fails to fulfil an obligation towards Dimaprom commV. in relation to the agreement, or acts in violation of these general terms and conditions. Dimaprom commV. will inform the client in advance, unless this cannot reasonably be expected of it.
2. Decommissioning by Dimaprom commV. does not suspend the obligations of the client.
3. Commissioning will commence when the client has fulfilled his obligations towards Dimaprom commV. within a reasonable period set by Dimaprom commV.

Article 17 – Privacy

1. Dimaprom commV. will not provide personal data of the client to third parties, unless it is obliged to do so by law or the agreement.
2. Dimaprom commV. has laid down its privacy policy towards clients in a document called 'Privacy Policy'.

Article 18 – References

1. Dimaprom commV. is entitled to refer to delivered (end) products and services provided for promotional purposes as a reference, unless expressly agreed otherwise.
2. Dimaprom commV. is entitled to place a discreet reference to its website or social media channels on a delivered website, unless expressly agreed otherwise.

Article 19 – General

1. If one or more provisions of the agreement, including these general terms and conditions, are or become null and void or invalid, the remainder of the agreement will remain in force. The parties will consult on the provisions that are null and void or invalid, in order to make a replacement arrangement.
2. Neither Dimaprom commV. nor the client are entitled to transfer their rights or obligations arising from an agreement concluded between the parties to a third party without the prior written consent of the other party.
3. If necessary, changes to an agreement can be made with the written consent of both parties.

Article 20 – Disputes and applicable law

1. With regard to all disputes relating to the agreement, or to subsequent agreements arising from it, resulting from it or related to it, the Commercial Court of Oudenaarde shall have exclusive jurisdiction in the first instance, unless Dimaprom commV. expressly opts for the jurisdiction of the court of the place of establishment of the client.
2. The agreement, as well as all subsequent agreements arising from it, resulting from it or related thereto, shall be exclusively governed by Belgian law.