Sales conditions
IDEASIGN has terms of service that are tailored to private individuals, or "consumers", and business customers separately. The terms and conditions on this page apply to business customers.
1. Definitions
In these general terms and conditions of service, the following terms shall have the respective meanings ascribed there to below: Supplier : IDEASIGN. Buyer : the person or legal entity with whom supplier enters into an Agreement.
Agreement : separate agreement between Supplier and Buyer for the supply of Services
Services : services, which may include but are not limited to consultancy, advice, valuation, reports, design and/or photography as specified in the Agreement. Deliverables : all documentation, results and/or materials to be delivered as part of the performance of Supplier's Services under the Agreement. Specifications : the requirements of the Deliverables and Services as listed by parties, which may be further specified in the Agreement. Terms and Conditions: the general terms and conditions of service as set forth in this document.
2. General
2.1 These Terms and Conditions shall govern and form an integral part of the Agreement. When the buyer accepts the offer form supplier, he is deemed to accept the presents terms and conditions.
2.2 Supplier explicitly rejects any terms and conditions from buyer. Buyer agrees that its terms and conditions shall not be applicable to any Services and Deliverables supplied by Supplier to Buyer and shall not be binding in any way on supplier.
2.3 Each amendments to present agreement must be notified in writing.
2.4 Any dispute or claim arising out of or in connection with these agreement or the General Conditions or their subject matter, shall be governed by, and construed in accordance with, the Belgian law.
2.5 The parties irrevocably agree that the courts of Belgium shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these agreement or the General Conditions or its subject matter.
3. Prices and payment
3.1 Parties shall agree the price for the Services and Deliverables in the Agreement. Unless stated differently in the Agreement, the price includes all Services and deliverables.
3.2 If Buyer accepts the Services and Deliverables, Buyer shall inform Supplier in writing of its acceptance. Supplier will send Buyer an invoice upon receipt of such acceptance. Such invoice will contain the price as agreed in the Agreement. Buyer shall pay such invoice within 30 days from the invoice date. All fees, for instance fees due to bank transfers shall be payed by Buyer.
The buyer is immediately considered delinquent if he does not comply with the deadlines agreed upen by the parties. If the buyer does not perform by the end of the extended deadline, the supplier may terminate the agreement in writing. The services performed until termination must be compensated.
If the buyer does not respect the deadlines, a fixed penalty in the amount of 15 % of the price shall be payed to the supplier. Furthermore, an amount of 12 % of the price per year of delay has to be payed. The payment of the penalty does not exempt the buyer from performing the contractual obligations. In case of force majeur, no penalty shall be imposed to supplier.
4. Intellectual property rights
4.1 Buyer agrees that any information, drawings, know-how, specifications, designs, concepts, techniques, developments, inventions, technologies, works, software and other work products generated or developed in the course of work performed under the Agreement by Supplier and any intellectual property and other proprietary rights therein or thereto shall vest exclusively in supplier.
5. Property
5.1 Any specifications, drawings, information and other materials furnished by Supplier, in whole or in part, shall remain supplier’s property untill full paiement by buyer.
6. Confidential information
6.1 Parties agree to treat as confidential any information provided by the other party and to use such information only for the purposes of the Agreement.
6.2 Parties agree to give its employees and approved subcontractors access to such information only on a need to know basis and shall not transfer, publish, disclose or otherwise make available such information or any portion thereof to any third party without Buyer's prior written consent.
7. Warranties
7.1 Supplier warrants and represents that:
A. All Services and Deliverables shall be new, of good quality, design, materials, construction and workmanship;
B. All Deliverables shall conform strictly to the Specifications (if applicable) and all other requirements of the Agreement,
C. All Services and Deliverables shall conform to industry standards unless specified differently in the Specifications;
D. All Services will have been performed and the Deliverables will and have been designed, manufactured and delivered in compliance with all applicable laws and regulations. These laws include, without limitation, environmental, health and safety laws and regulations. E. He recognizes that he is obligated to fulfill the agreement expertly and with care.
7.2 If buyer wants to reject any Services and Deliverables that do not comply with the specifications or in case of lack of specification with the industry standards, he shall let it know to the supplier within 8 days. After 8 days, the buyer is supposed to accept the services and deliverables and recognize that they are conform to the specifications and industry standards.
8. Suspension, rescission and termination
In the event of rescission or termination by buyer, Supplier shall be entitled to a full paiement of the price as agreed in the Agreement and possibly compensation for loss of profits, revenue, goodwill, or indirect, special, incidental or consequential damages.
