Article 1: Scope
1.1. These general terms and conditions apply to all offers from and agreements with CoTech Agency, notwithstanding conflicting provisions stated on the customer's documents. By placing an order, the customer acknowledges to accept the general terms and conditions.
Article 2: Offers and quotations - order confirmation
2.1. All offers and quotations from CoTech Agency are without obligation until the moment of acceptance by the customer. Acceptance is considered to be the signature of the proposal, digitally or otherwise, by confirmation by the customer or after the customer's request to start the work. Every order or order confirmation by the customer connects the customer. The agreement replaces all previously concluded and / or oral agreements. Offers are valid for 30 days.
Article 3: Duration of the agreement
3.1 Each agreement has an initial term of one year and is tacitly renewed annually, but can be terminated at least three months before the end of each year. A different duration can be agreed in the proposal.
Article 4: Cancellation
4.1. The cancellation of an order by the customer is possible as long as CoTech Agency has not yet started its activities and subject to payment of compensation of 20% of the agreed price, with a minimum of 20%.
Article 5: Termination of the agreement
5.1. If the customer is guilty of a serious breach of contract that the customer does not rectify within 8 days of receipt of a notice of default sent by post, CoTech Agency has the right to either (i) suspend the agreement until the customer has fulfilled his obligations, or (ii) to terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be regarded as a serious breach of contract.
5.2. Upon termination of the agreement, the customer will pay for all services provided by CoTech Agency, as well as the costs that CoTech Agency must incur as a result of this termination, plus a lump-sum compensation of 30% of the amount that CoTech Agency could still have invoiced to the customer if the agreement would have been fully performed. In any case, any advance paid remains acquired for CoTech Agency. In addition, CoTech Agency reserves the right to claim higher compensation if it proves that the damage actually suffered is greater than the fixed damage as determined above.
5.3. Nevertheless, each party agrees to grant the other party a reasonable period of time to remedy any shortcomings it may have, and to always first seek an amicable settlement.
Article 6: Delivery
6.1. If the parties have expressly agreed on a binding delivery term, this term will be extended if the customer fails to transmit information, documents, originals, images (on time) and to accept the corrected proofs (on time), or if the customer fails to make additional orders places.
Article 7: Payment terms
7.1. Invoices are delivered electronically to the customer, but can also be delivered by post by simple request.
7.2. All invoices are payable on their due date by bank transfer to account numbers. Each payment is charged on the oldest expired invoice, and first on the interest and costs due. Permitted discounts will lapse if the general sales conditions are not respected.
7.3. In the event of non-timely paid invoices, interest of 1% per expired or commenced month will be charged ipso jure and without notice, as well as an amount equal to 10% of the invoice amount with a minimum of 50 DOLLAR by way of fixed compensation. In addition, CoTech Agency reserves the right to suspend the further execution of its obligations until the customer has paid the overdue invoices.
7.4. If CoTech Agency engages third parties for the execution of the order, the costs charged by these third parties will always be charged to the customer in full. CoTech Agency is entitled to request an advance on these costs.
Article 8: Complaints - protest of the invoice
8.1. Any protest must be sent to CoTech Agency by reasoned registered letter within a period of 8 days. For complaints or disputes regarding the services provided, the period starts on the day after delivery. With regard to the invoice, the term starts on the invoice date. In the absence of a timely protest, the services / invoices are definitively accepted and payment is due.
Article 9: Liability
9.1. CoTech Agency undertakes to perform all services to be provided with due care. CoTech Agency is not liable for errors in the implementation due to insufficient or incorrect input by the customer.
9.2. CoTech Agency's liability with regard to services provided to the customer is in any case limited to either the refund of the price paid by the customer or the re-performance of the services, at CoTech Agency's choice. The total liability of CoTech Agency will never exceed the price paid by the customer to CoTech Agency for the services that gave rise to the claim.
9.3. With regard to services from third party suppliers, CoTech Agency does not accept any liability above or other than the liability that third party suppliers are willing to accept for their products or services.
Article 10: Force majeure
10.1. Force majeure situations such as fire, administrative measures and other unexpected events over which CoTech Agency has no control, release CoTech Agency, for the duration of the nuisance and for their scope, from its obligations, without the customer being entitled to any price reduction or compensation.
10.2 The customer acknowledges that with regard to software development, a flawless operation of a computer configuration (all hardware and software) can never be guaranteed and that this, as well as certain cases of force majeure or malicious intent (hacking, denial of service, ...) more could result in the loss of customer programs and / or data. The customer therefore undertakes to take the necessary precautions so that the consequences of such circumstance are limited. In addition, the customer expressly acknowledges that he can insure himself against the harmful consequences that such facts would have on his business processes, managed customer and personal data and other data.
Article 11: Confidentiality obligation
11.1. The parties undertake to keep the commercial and technical information and trade secrets they learn from the other party secret, even after the termination of the agreement and to use them only for the implementation of the agreement.
Article 12: Reference
12.1. The customer agrees that the services performed by CoTech Agency for the customer are included in CoTech Agency's reference portfolio.
Article 13: Invalidity
13.1. If any provision of these general terms and conditions is invalid, the other provisions will remain in full force and effect and CoTech Agency and the customer will replace the invalid provision with another provision that approaches the purpose and scope of the invalid provision as closely as possible.
Article 14: Applicable law - competent court
14.1. Belgian law applies to the agreements of CoTech Agency. Any dispute regarding the conclusion, validity, performance and / or termination of this agreement will be settled by the competent court.