1. Scope of application 1.1. These general terms and conditions apply to all quotations drawn up by and agreements entered into by DigiFist BV with its registered office at Zuidervelodroom 100, 2018 Antwerp - Belgium. Hereinafter referred to as 'Supplier'. 1.2. Purchase or other conditions of the Customer are not applicable, but not as expressly accepted in writing by DigiFist.
2. Formation of the agreement An agreement between DigiFist and the Customer is concluded when the Customer accepts a prepared quotation by signing it, whether or not digitally, by confirmation by the Customer or after the Customer's request to start the work. Quotations are valid for 30 days.
3. Commitment to effort 3.1. The commitments entered into by DigiFist are effort commitments. Deadlines are therefore always indicative. 3.2. The Customer is responsible for the correct and timely delivery of information, cooperation and input regarding the services and works provided by DigiFist.
4. Duration and termination of the agreement 4.1. Each agreement has an initial term of one year and is tacitly renewed annually, but is terminable at least three months before the end of each year. 4.2. Each agreement shall be terminated by operation of law in the event of the bankruptcy of one of the parties. Services already performed shall however remain due and payable. you is inaccurate or incomplete, you have the right to ask us to update or correct it.
5. Liability 5.1. For certain services DigiFist cooperates with specialized partners (e.g. for hosting). A description of the warranties and liability of these partners can be requested. 5.2. At the request of the Customer, DigiFist may take over the management of services or software provided or developed by a third party. DigiFist is not responsible or liable for any errors committed by this third party. 5.3. At the request of the Customer, DigiFist may link its solutions to other systems managed by the Customer or a third party. DigiFist is not responsible or liable for unavailability of or errors directly or indirectly caused by such external systems. 5.4. The Customer must respect the applicable legal provisions and any contractual obligations, and shall indemnify DigiFist against all direct and indirect damage and costs caused by any infringements committed by the Customer, as well as claims by third parties. This indemnification shall continue to apply after termination of the agreement. 5.5. The services related to software development are considered provisionally delivered and accepted as soon as they are offered to the Customer for testing. This provisional acceptance becomes final without written counter notification after 6 weeks, which means that additional changes will be invoiced additionally by DigiFist. 5.6. The Customer expressly acknowledges that DigiFist can only be held liable for proven damage as a direct result of DigiFist's willful error. 5.7. DigiFist is not liable for indirect damage of the Customer such as: loss of turnover and profit, loss of customers, loss of market value and reputation, loss of information and data, ..... 5.8. In any case, the liability is limited to the amount, equal to the invoice amounts of the last three months or the re-performance of the services, at DigiFist's discretion. The amount shall in any case never exceed the limits of the liability insurance taken out by DigiFist. 5.9. All legal claims of the Customer against DigiFist, including claims for damages, shall lapse three months after the claim in question has arisen.
6. Force majeure 6.1. DigiFist is not liable in case it is prevented from executing the agreement due to force majeure or other circumstances beyond its control. Such as: social conflicts, interruptions of the electricity network (including blackouts), interruptions of the telecommunication network, unavailability of web hosts o social media, .....
6.2. The Customer acknowledges that as far as software development is concerned, a flawless operation of a computer configuration (the entirety of hardware and software) can never be guaranteed and that, just like certain cases of force majeure or malicious intent (hacking, denial of service, ...), this can, among other things, lead to the loss of (even all) programs and/or data of the Customer. The Client therefore undertakes to take the necessary precautions to ensure that the consequences of such circumstances are limited. In addition, the Client expressly acknowledges that it can take out insurance to cover the harmful consequences of such circumstances for its business processes, managed Client and personal and other data.
7. Intellectual property 7.1. All rights to works developed by the Client remain the property of the Client. 7.2. All rights to works developed by DigiFist remain the property of DigiFist at all times. 7.3. DigiFist shall provide the Customer with a non-exclusive and non-transferable right of use on all works it has developed for the Customer under this agreement, including the works of third parties on which DigiFist has obtained a right of use and which are indispensable for its functioning. 7.4. At the end of the agreement DigiFist shall transfer all rights relating to the works developed specifically for the Customer, the Customer shall grant DigiFist a perpetual, royalty-free license for these works, DigiFist the right to continue to use these works in the context of DigiFist's business operations, as well as to provide services to current and future DigiFist Customers, and this in the broadest sense. 7.5. By works is meant, among other things: all texts, graphical elements, photographs, designs, logos, multimedia, audiovisual material, "look & feel" of a website or other work, documentation, flowcharts, drawings, specifications, manuals and other documents, code, knowledge, computer programs including, but without limitation of source code both in readable and machine language, program files, data files, program and system logic, interfaces, algorithms, system design and concepts, together with the methods and processes related to such programs, ..
8. Confidentiality and personal data 8.1. The Customer remains responsible for the processing of personal data during the execution of the agreement and must inform DigiFist and at all times keep DigiFist informed of any obligations that may have an impact on the services provided by DigiFist. 8.2. DigiFist shall treat personal data obtained in the strictest confidence and shall not use the personal data provided by the Customer in any other way.
8.3. If the result of the services provided by DigiFist to the Customer enables the processing of personal data, the Customer must comply with the relevant statutory provision and in this context, among other things, report this to the Commission for the Protection of Privacy, comply with the General Data Protection Regulation (AVG - GDPR) and respect the rights of persons whose data are processed. 8.4. DigiFist undertakes to treat information that has been designated as confidential and that it has received from the Customer as strictly confidential.
9. Payment 9.1. Invoices are payable within 10 days of invoice date unless otherwise stated. Invoices are delivered to the Client electronically, but can also be delivered by post by simple request. 9.2. Invoices can only be legitimately protested within 14 calendar days after the invoice date via email to firstname.lastname@example.org 9.3. If the invoice has not been paid on the due date, the Client shall be legally liable, without notice of default being required, to pay contractual interest on arrears at the interest rate determined in accordance with article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions. In that case, the Client shall also owe a fixed compensation of 10% of the invoice amount, with a minimum of USD 150. 9.4. If DigiFist engages third parties (Google, Facebook, ...) for the execution of the order, the costs charged by these third parties shall always be charged in full to the Customer, with a minimum margin of 2.5%. DigiFist is entitled to ask for a (periodic) advance payment on these costs or to pre-invoice these costs in full or in part. 9.5. DigiFist has the right to terminate the agreement or the entire cooperation immediately without paying any compensation if the payment delay on an invoice exceeds 60 days. 10. Non-exclusion and non-solicitation 10.1. DigiFist is free to provide services to competitors of the Customer. DigiFist shall see to it that - as far as possible - other persons work for both of the Customer. 10.2. The Customer shall refrain from recruiting employees of DigiFist. Each breach shall give rise to the payment of a fixed compensation of USD 50,000. 11. Promotion / communication DigiFist has the right to promote the cooperation with the Customer. 12. Nullity of a stipulation If one or more stipulations of these general terms and conditions should be null and void, this shall not affect the other stipulations of the general terms and conditions, which shall remain in full force and effect.