General Conditions
Article 1 - Purpose, scope & enforceability
1.1. The present general conditions govern the contractual relations between, on the one hand, the natural or legal person who orders goods or services from SRL Maastery, in his own name or on behalf of a third party (hereinafter referred to as "the customer") and, on the other hand, SRL Maastery (hereinafter referred to as "maastery"), BCE 0474.071.959 and having its registered office at 1050 Brussels, Avenue Louise 523, 5th floor.
1.2 Any individual or legal entity contracting with maastery is deemed to be contracting on a professional basis, unless expressly stated otherwise by him/her before acceptance of the offer issued by maastery.
1.3. These terms and conditions form an integral part of the offers or any agreement concluded between maastery and the customer.
1.4. The customer is deemed to have read and accepted all the clauses, unless expressly stipulated otherwise.
1.5. The contractual relationship between maastery and the customer can be concluded in French, English or Dutch, at the customer's choice, and subsequent exchanges can also take place in one of these three languages. In no case, the client will be able to invoke the non-applicability of one or more of the conditions included in the present general conditions on the basis of the fact that he/she does not have a sufficient command of the language chosen by him/her. By default, the language used in the contractual relationship between maastery and the customer will be French.
1.6. The customer of maastery waives the application of its own general conditions. These are not opposable to maastery unless expressly agreed in writing by the latter.
1.7. The particular conditions proposed to the customer are always strictly limited to the object or the operation that it deals with, are of strict interpretation and do not prevent the application of the present general conditions for the surplus.
1.8. The failure of maastery to enforce any provision of these terms and conditions shall not be deemed or construed to be either (i) a waiver of its subsequent enforcement, or (ii) a waiver of the enforcement of any other provision of these terms and conditions by maastery.
Article 2 - Offers and orders of services
2.1. Any offer issued by maastery, whether in paper or electronic form, is valid for 30 days, unless otherwise stated in the offer.
2.2 Even if maastery accepts the order, any information obtained or any indication whatsoever of unsatisfactory creditworthiness on the part of a customer (e.g. protests, notices of seizure, NBB records, tax debts, bankruptcy, judicial reorganisation proceedings, etc.) authorises maastery either (i) to cancel the order or (ii) to carry it out only after the customer has provided sufficient guarantees. By the mere fact of requesting a quotation, the customer waives all claims for damages in this respect.
Article 3 - Prices
4.1. maastery's offers are established on the basis of the prices of materials, social charges and salaries in force 30 days prior to the quotation contained therein. The wages are those fixed by the collective labor agreements governing the relationship between employers and workers in the Auxiliary Joint Commissions for workers and employees.
4.2. maastery retains the possibility of revising upwards the price stipulated in the initial offer when the execution of the customer's request leads to an impossibility of material realization following the occurrence of an element that does not depend on maastery (eg WordPress bug, bug update ...). In this case, maastery will inform the customer as soon as possible.
Article 5 - Execution
5.1. The customer who gives an execution order to maastery, whether by signing the offer or by means of service requests, is deemed, particularly from the point of view of the legal provisions on the powers of corporate bodies, as in the sector in which he/she operates, to have the right to do so and exclusively assumes any liability of any kind that may arise from this.
5.2. Requests for changes, corrections, additions or deletions, involving changes not provided for in the quotation, will be charged in addition to the initial price. Only written requests on paper or electronically emanating directly from the customer are likely to bind maastery to the extent of its acceptance.
5.3. Without prejudice to Article 5.4. of these general terms and conditions, orders will be executed by maastery after (i) the Customer has submitted a request; and (ii) maastery has notified the Customer of the price and timeframe for execution of this request and the possible impact that this may have on the initially planned timeframe of the project that may be underway; and (iii) the Customer has agreed to the price and timeframe; and (iv) if applicable, the Customer has paid the price or the deposit requested by maastery
5.4. When the customer calls for support or assistance, any order estimated by maastery to be less than 4 hours of services can be executed without being subject to the procedure referred to in Article 5.3. of these general conditions.
5.5. Customer requests are processed only in the order in which they are received, or in descending order of criticality if the criticality of some concurrently submitted requests exceeds the criticality of other requests.
5.6 With regard to referencing, maastery undertakes to use the referencing techniques stipulated in the order form but does not guarantee the result of the referencing of websites in search engines.
5.7. maastery is only bound, in terms of referencing, to an obligation of means and in no case to an obligation of result.
5.8. maastery reserves the right to refuse any content (e.g. text, image, document, etc.) that it considers to be contrary to its ethics, to good morals or which does not comply with the legal and regulatory provisions in force.
5.9. Each party has the right to suspend the performance of its contractual obligations as long as the other party remains in default of any of its primary contractual obligations.
5.10. In the sense of articles 5.9. and 5.11. of the present general conditions, it is necessary to understand by "non collaboration of the customer to the realization of the services of maastery", in a general way any situation from which it results that the customer places maastery in an impossibility of exerting its own obligations, and in a particular way and not limitative, the following situations:Any particular request for services to maastery must be made electronically in order to be processed; the absence of response from the customer to the requests made by maastery; the absence of transmission of information required by maastery from the customer in order to carry out the services ordered by the latter within the time limits initially agreed; the repeated non-payment by the customer of the invoices from maastery within the time limits indicated therein.
5.11. maastery reserves the right to assign, transfer or contribute to a third party, in any form whatsoever, the rights and obligations arising from this contract.
5.12. If, prior to any notification by maastery of a possible fault on the part of the customer in the performance of its own obligations, maastery notifies the customer of its intention to terminate this agreement. In this case, the parties agree that compensation corresponding to the time actually worked (Time-Sheet) by maastery, invoiced at the hourly price of the offer increased by 10%, will be due in favour of maastery.
Article 6 - Deadlines
6.1. Unless otherwise stipulated, the deadlines indicated in maastery's offers for the delivery and performance of the services are indicative and estimated. The final deadlines will be confirmed and agreed between the parties after acceptance of the offer by the Customer.
6.2. The stipulated deadlines only take effect from the date of receipt by maastery of a regular order accepted by maastery, complete and followed by full payment or according to the specific terms and conditions stipulated and after all the data useful for its proper implementation has been communicated by the customer to maastery.
6.4. Any disturbance likely to affect the operation and services provided by maastery, independent of their will, as well as any event likely to be qualified as force majeure, gives them the right, without having to establish the unforeseeability and irresistibility of such an event, to extend the time limit set for delivery, subject to prior information of the customer or, in the event of absolute impossibility of fulfilling the order, to terminate the contract, without the customer being able to claim any damages in such a case
6.5. If a deadline is expressly agreed by the parties and the Customer is in default of providing the required guarantees (provisional invoices) or making payments validly requested under the terms of the offer or the agreement signed with him, this will be considered as non-existent by maastery.
Article 7 - Payment
7.1. In return for the services provided, the customer agrees to pay maastery the price of these as communicated in the offer when it is a project: (i) 50% non-refundable deposit on signing the offer; (ii) 30% on validation of the design; (iii) 20% on delivery. Any other terms of payment shall be specified in the offer. Payments (ii) and (iii) assume the customer's approval of what has been delivered by maastery.
7.2. In the case of projects, the price referred to in article 7.1. also includes any amount due in return for optional services, the characteristics and amount of which are mentioned either in the offer or subsequently but in addition to the services provided in the offer.
7.3. In the case of services provided outside of a project or after the project has been completed (after the website has been launched), the price of the services provided is the one communicated by maastery and accepted by the customer, regardless of whether or not it is part of a support contract.
7.4. For hosting and domain name services, the price consists of an initial monthly or annual flat fee, payable when the present contract takes effect, the amount of which is specified in the offer and on each anniversary date of the signature of the offer.
7.5. The rates for these services are mentioned in the offer issued on paper or electronically and are indicated, in the absence of express indication, exclusive of taxes and are payable in euros to the account indicated therein.
7.6. Rates do not include Internet access and telephone line costs which are the responsibility of the customer. maastery cannot be held responsible for these items or their quality.
7.7. maastery reserves the right to modify its prices at any time subject to a notice period of three months. In the event of refusal by the customer, the latter must, by registered letter with acknowledgement of receipt, request the termination of this contract before its term under the conditions of articles 3.2. to 3.5. In the absence of a dispute within 7 working days following the sending of the notification by maastery, the new rates are deemed to be irrevocably accepted and are applied to the invoicing that follows the expiry of the aforementioned period.
7.8. Any invoice issued by maastery which is not contested within 15 calendar days is deemed to be accepted as to its amount by the customer and may not subsequently be contested.
Section 8 - Interest, Costs and Default
8.1. Invoices shall automatically, without prior notice, bear interest at the rate of 12% per annum from the 15th day following the date of their issue, any month started being counted in full.
8.2. In the event of non-payment of an invoice within 15 days of its date of dispatch, maastery is entitled by right to suspend the performance of any supply or service within 7 calendar days of giving the customer formal notice to pay the invoice and informing him of the risk of suspension of the performance of maastery's services.
8.3. The customer agrees not to suspend the performance of its own obligations under any circumstances.
8.4. Any reminder or notice of default sent by maastery to the customer will automatically give rise to the payment of an amount of 75 EUR, as a reminder or notice of default fee, whether the reminder or notice of default is sent to the customer on paper or electronically.
Article 9 - Penalty clause
9.1. Without prejudice to the other provisions, in the event of non-payment of an invoice within 30 days of its dispatch date, maastery is entitled to increase the amount of the invoice by 10% as compensation for administrative costs, with a minimum of 125 euros, unless it is able to establish, in accordance with the law of 2 August 2002, the costs actually incurred in recovering its claim.
9.2. Similarly, without prejudice to the foregoing provisions, the non-payment of an invoice on its due date authorizes maastery to retain any order of which maastery remains the full owner until full payment of its price.
Article 10 - Complaints
10.1. Claims for latent defects will not be accepted unless they are made in writing within 15 days of the discovery of the defect, with proof of the date of discovery, in the event of dispute, resting with maastery.
10.2. Complaints about apparent defects will not be accepted if they are not specified in writing within one month of the provisional delivery and at the latest before the final acceptance.
10.3. Claims for the following will not be accepted: (i) misuse; (ii) damage caused by proven force majeure; (iii) the intentional act or omission of any person, provided that such person is in any way outside maastery's control; (iv) the use of the service other than that which is reasonably foreseeable, taking into account its characteristics, unless the customer has specified this in writing at the latest at the time of the conclusion of the offer; (v) the error of installation or modification carried out by a third party company or by the customer himself.
10.4. The periods referred to in Article 10 of these General Terms and Conditions shall automatically commence upon receipt of the invoice or similar document.
10.5. Minor deviations from the samples submitted or from the documentation presented by maastery to the customer cannot give rise to any claim.
Article 11 - Intellectual Property and Confidentiality
11.1. Any study, report, project, methodology, estimate, specifications, whether free of charge or not, carried out by maastery with the aim of providing services to the customer, remains the exclusive property of maastery. The customer undertakes not to transmit this information to third parties and not to use this information in any way whatsoever. maastery undertakes to respect the confidentiality of all this information and any data given to it by the customer.
11.2. The customer is the owner of the domain name reserved for him/her, maastery acting only as a technical intermediary with the domain name organizations, unless the customer agrees in writing. The general sales conditions of these organizations do not apply. Furthermore, maastery cannot be held responsible for the non-availability of an ordered domain name, as this does not automatically cancel the other services ordered. The customer agrees to register and use the domain name in accordance with the legislation in force and the legal rights of third parties. The Customer agrees to indemnify, defend and hold harmless maastery from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with the registration of the Customer's domain name or the Customer's use of the domain name. Technical transfer of the Customer's domain name to another domain name and hosting organization will be charged at a flat fee as set forth in the accepted offer.
11.3. The customer guarantees that he has all the necessary rights and/or authorizations, and that he will hold maastery harmless against any possible claim from a third party who could claim to have an intellectual or industrial right on any of the elements, in particular any text, image, logo, graphic, photo, audio or video film, file, software, database that the customer has asked maastery to use as part of its mission, and this for all the uses by maastery of these elements provided for by the order form.
11.4. maastery is the owner of the rights of use of software and platforms allowing the creation of websites or web applications, softwares or designs as well as libraries used for the making of websites and all sources generally used for this purpose, the rights provided by the legislation in force, including the code of intellectual property.
11.5. maastery transfers to the customer, for the duration of the use by the customer of the services delivered by maastery, all the elements contributing to the proper functioning of the website. These rights of use granted to the customer do not involve any transfer of property to the profit of this one.
11.6 At the end of the present contractual relationship, the customer undertakes not to infringe, directly or indirectly, or through the intermediary of third parties, any of maastery's property and use rights. Within this limit and in compliance with articles 5.8. and 12 of these general conditions, the customer obtains from maastery all the intellectual property rights that maastery creates for the benefit of the customer in the context of the execution of this Contract, as and when they are paid for, as defined elsewhere in this Contract. In consideration of such payment, the Customer shall obtain, in respect of the Intellectual Property Rights, the right to use the result of maastery's services to the extent and in the manner(s) defined elsewhere in this Agreement.
11.7 In all cases, the customer is not the owner of the accommodation provided.
Article 12 - Liability
12.1. The customer is entirely responsible for the use of the services provided by maastery. He undertakes to respect the legislation relating to the protection of privacy and personal data, non-discrimination, the fight against racism, violence and the protection of minors. He is thus responsible for the content of the site or e-mails made available to him, whether or not the content is modified.
12.2. maastery will not be held responsible for damages caused to third parties by a use of these services by the customer, contrary to the law, public order or morality.
12.3. The customer will be solely responsible for any direct or indirect, material or physical damage caused by the use of the services provided by maastery.
12.4. The customer will assume alone, without possibility of implementing the responsibility of maastery, any dispute which can occur between the customer and a third party to the present contractual relations.
12.5. If maastery's responsibility is nevertheless retained by a judicial authority, it undertakes to compensate maastery for the damage resulting from a fault on its part as well as its legal costs, including its consulting fees.
12.6. Notwithstanding the terms of the previous articles, in general, the customer undertakes to guarantee maastery against any possible recourse that may be brought against the latter and to ensure that it is left unharmed by any consequences resulting from such recourse.
12.7. Without derogating from Section 5.14, in the event of a material breach of this Agreement by either party, the party at fault shall indemnify the other party for damages actually suffered as a result of such breach. However, it shall be the responsibility of the parties to prove fault and the damages resulting therefrom.
Article 13 - Data protection and privacy
13.1. The parties undertake to comply with the Act of 8 December 1992 on the protection of privacy with regard to the processing of personal data, as amended by the Act of 11 December 1998 (hereinafter, "the Privacy Act"), as well as with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018 (hereinafter, "the EU Data Protection Regulation").
13.2. In the context of the implementation and/or monitoring of the Services, the Customer is considered to be the "controller" within the meaning of the regulations mentioned in clause 13.1; the Academy is considered to be the "processor" of personal data processed on behalf of the Customer.
Article 14 - Entirety of the general conditions
14.1 Unless expressly waived by offers or proposals from maastery, these terms and conditions and any annexes thereto contain the entire agreement of the parties. They therefore replace and cancel any agreement, communication, offer, proposal or correspondence, whether verbal or written, previously exchanged or concluded between the parties and relating to the subject of this agreement.
14.2. Provisions that violate a legal or regulatory provision of public order or imperative shall be deemed unwritten, without this nullity affecting the validity of the said general conditions as a whole, unless the criticized provision is decisive of the agreement itself.
14.3. In the event that the affected provision affects the very nature of the contractual relationship, each party shall immediately and in good faith endeavour to negotiate a valid provision of equivalent economic effect or, at least, as close as possible to the effect of the cancelled provision
Article 15 - Law applicable to disputes and jurisdiction
15.1 Only Belgian law is applicable in respect of these general conditions.
15.2. Subject to the implementation of article 14.3. below, and unless the parties expressly agree to resolve the dispute relating to the conclusion, interpretation, execution or resolution/termination of the contractual relations between maastery and the customer through mediation, only the Commercial Court of Brussels sitting in French language will be competent.
15.3. maastery reserves the right to bring its action against the customer before the competent courts of the customer's domicile or registered office.