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terms and conditions
1. General
- All offers, quotes and agreements relating to the provision of services by Cayman BV, Lieven Bauwensstraat 35, 8200 Brugge (RPR Brugge – 0874.399.471) (“Cayman”) are governed by the following Terms and Conditions (“Terms and Conditions”).
- Special Conditions (“Special Conditions”) may apply for specific services or products. The Special Conditions each concern a specific service or a specific product. The Special Conditions take precedence over the General Conditions.
- Modifications and / or derogations from the Special Conditions and / or the General Conditions are valid only if they are included in the quote issued by CAYMAN or are the subject of a written agreement between the customer (“Customer”) and CAYMAN (“Offer”).
- The general conditions and/or other conditions of the Customer do not apply, even if they stipulate otherwise.
- CAYMAN and the Customer are individually referred to as “Party” and collectively as “Parties”.
2. Submissions and proposals – offers
- CAYMAN is willing to make free proposals for each new project. This applies to both the approach, the strategy and the cost price. This commitment is however limited to a maximum of 5 hours of work per project. If CAYMAN is to spend more time on these proposals, CAYMAN will charge fees at 125 euros per hour for these services.
- If the Customer definitively and irrevocably places an order with CAYMAN, the pre-contractual work referred to in Article 2.1 must not be paid.
- If the Customer decides not to place an order with CAYMAN, the Customer’s commitment is limited to payment of the compensation provided for the assistance mentioned in Article 2.1. The Customer has no right to use the ideas and/or strategies provided by CAYMAN. If the Customer nevertheless uses the ideas and/or strategies provided, the Customer shall pay a fee equal to 50% of the price indicated in the Offer.
- Unless otherwise stated in the Offer, an Offer has a duration of validity of 30 calendar days.
3. Rights and obligations of the Parties
- Unless otherwise expressly stated in the Terms and Conditions or in the Offer, the obligations of CAYMAN are obligations of means. CAYMAN will always use reasonable care in the context of the execution of the agreement.
- The estimated delivery date of a task is provided for information purposes and is therefore not binding.
- CAYMAN guarantees the know-how and experience necessary to ensure the execution of the services. CAYMAN will only assign employees who have sufficient knowledge and experience to properly perform the services.
- The Customer shall provide CAYMAN, in a timely and direct manner, with all assistance, information and material reasonably required for the performance of the assignment.
- Considerations regarding the nature and number of products and/or services of CAYMAN must – under pain penalty of expiry – be reported by the Customer no later than five (5) working days after discovery of the defect by the Customer.
- CAYMAN is entitled to suspend services without prior notice in the event of total or partial non-payment of an invoice by the Customer.
- Amendments – cancellation: CAYMAN reserves the right to make changes to the agreed conditions for the purchase of media or titles, based on the requirements defined by the media, and in accordance with their specific terms and conditions (e.g. concerning tariff increases and cancellations). The cancellation by the Customer means that he will bear all the possible consequences.
4. Duration and termination
- The agreement is concluded either for a specific period or for a specific project and starts at the time specified in the offer (“Effective Date”). If the Effective Date is not specified in the Offer, the agreement will begin at the time the advance is paid by the Customer, or at the time when the first service was provided to the Customer, in the absence of an advance payment.
- If the agreement is concluded for a definite period, the period is determined in the offer (“Initial Period”). Unless otherwise advised by registered letter, given the minimum notice period specified in the quote (“Notice Period”), the contract will be tacitly renewed for consecutive periods of a specified duration in the quotation (“New(s) Period (s) “). In the absence of relevant provisions in the Offer, the Initial Period is (1) year, the cancellation period is three (3) months and a New Period has the same duration as the Initial Period.
- If the agreement is concluded for a project, the agreement ends at the end of the project.
- CAYMAN is entitled to terminate the contract with immediate effect by written notification in the event of termination of the Customer’s business, in the event of liquidation or insolvency of the Customer or in the event of a judicial measures or bankruptcy of the Customer.
- Each party has the right to terminate the contract without judicial intervention in whole or in part, by registered letter and with immediate effect, if the other Party commits a material breach of the contract, provided that the other Party does not rectify this violation. within (30) days after receipt of a written warning sent by registered mail explaining the nature of the breach and requesting the defaulting party to correct or terminate the breach. The non-payment of the undisputed and expired invoices is in any case qualified as a substantial infringement.
- The Customer is entitled to terminate the contract without giving any reason provided that the payment of a terminationcompensation is paid calculated as follows: (i) for services at a unit price: 50% of the price of the services provided in the Offer multiplied by the remaining number of services to be provided or (ii) for services with a fixed price of the project: 50% of the balance of the price indicated in the Offer.
- CAYMAN is entitled to cancel the contract at any time by registered letter with one (1) months’ notice.
5. Price and payment
- CAYMAN will invoice the services in accordance with the terms and conditions indicated in the Offer. If the Offer contains no entries, the services and costs will be invoiced monthly in advance.
- All prices quoted by CAYMAN are in euros, excluding VAT and other taxes and levies. All costs associated with services that are not included in the price are paid by the Customer.
- All prices and fees are adjusted annually on January 1st according to the following formula:
– New price = Old price * [0,2 + 0,8 (new Agoria index / Agoria base index)
– Old price: the costs that have been determined in the offer
– New Agoria index: the Agoria index applicable in December preceding the indexation date;
– Agoria base index: the Agoria index applicable to the month preceding the entry into force of the contract;
– Agoria index: Agoria Index National Average Salaries, available at www.agoria.be. - Invoices must be paid within 15 days of the invoice date. In the event of late payment by the Customer, CAYMAN is entitled, by right and without notice, to the payment of an interest of 1% per month, as well as to a fixed compensation of 10% of the amount remaining due with a minimum of 75 Euros.
- Any complaint concerning an invoice must be sent to CAYMAN by registered mail within five (5) working days of receipt of the corresponding invoice. After this period, no claim will be taken into account. A complaint cannot justify the suspension of payment.
- Any non-payment of an invoice at the end of the term implies that all other invoices become due.
6. Liability
- The total liability of CAYMAN is limited, per order, to the lower of the following amounts: (i) an amount equal to the amounts paid by the Customer to CAYMAN for the relevant order or (ii) 50.000 EUR.
- CAYMAN is not liable for indirect or consequential damages, such as (but not limited to) loss of revenue, loss of profit, loss of business, loss of opportunity, loss of data or damages to data…
- This limitation of liability does not apply in the case of fraud or wilful misconduct.
7. Intellectual property
- CAYMAN remains at all times the owner of all intellectual property and other rights over all products and services results provided by it (including, where applicable, the source code), unless otherwise agreed in writing.
- If CAYMAN provides third-party materials to the Customer, the Customer will obtain a right of use in accordance with the licence that applies to that material.
8. Non-solicitation
- The Customer undertakes not to recruit any CAYMAN employees during the term of the contract for a period of twelve (12) months following the termination of the agreement (regardless of the status or nature of the cooperation), directly or indirectly, without the prior written consent of CAYMAN.
- If the Customer violates the above provision, the Customer will pay CAYMAN a compensation equal to the equivalent of twelve (12) months of gross salary for a full-time job, calculated on the basis of the compensation paid to the employee in question during the twelve (12) months prior to retirement (or the shorter period of employment if the employee concerned worked for CAYMAN for less than twelve (12) months).
9. Confidentiality
- The Parties undertake to treat confidentially all confidential information of the other Party and not to disclose it to third parties, except to the extent necessary for the performance of the Contract and provided that such third parties fulfil confidentiality obligations substantially. equivalent to those included in the Terms and Conditions. The party receiving confidential information will use it only as part of its tasks.
10. Miscellaneous
- The validity of the General Conditions or the Offer is not affected by the nullity of one or more of their clauses. The Parties undertake to replace the invalid clause with a clause that is as close as possible to the economic intent of the invalid clause.
- The non-assertion of a right or the non-application of a sanction by one of the Parties does not constitute a waiver of its rights.
- Titles are purely informative and should not be used for interpretation.
- CAYMAN is authorized to use the contract as a reference.
- CAYMAN may transfer its rights and obligations under the contract without the prior consent of the Customer. CAYMAN may, without prior authorization of the Customer, designate subcontractors for the performance of the services, provided, however, that CAYMAN retains full responsibility for the performance of the services by these subcontractors.
- Neither Party is liable for damages caused by non-performance or delay in performance of obligations in case of force majeure, including war, riots, terrorism, attacks, strikes, labor disputes, accidents , fires, floods and telecommunication failures. The Parties will consult each other in good faith as to how they will deal with the consequences of force majeure.
11. Applicable law and competent jurisdictions
- The General Conditions are governed by Belgian law.
- Any dispute arising from or related to the contract will be subject to the exclusive jurisdiction of the courts of Bruges.