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Terms and General Conditions at Reflexy bvba
Terms and General Conditions Reflexy
Article 1. Applicability
These general conditions apply to Reflexy bvba. They have priority over those of the client and except for a well-defined stipulation to the contrary, the client waives his or her terms and conditions. Article 2. Signed Proposal
To avoid disputes, the operations will only start as soon as Reflexy bvba has the order signed by the client, which is part of the proposal prepared by Reflexy bvba in its possession, either by fax, letter or electronically signed PDF document. Article 3. Rates
All prices are excluding VAT. All offers and quotations, in whatever form, are optional, unless the contrary is expressly stipulated. Offers or quotations do not apply automatically for future assignments. With formulated prices, there is no obligation to supply a portion at a corresponding portion of the total price quoted. Should the client require amendments or additions during the execution of the contract, he must bear the additional costs for this and this according to the prevailing rate. In case of increase of one or more cost factors, Reflexy bvba is entitled to raise the price accordingly. The client is notified of this in writing and this one month before the introduction of the price change. Such price increase does not give the client the right to terminate the agreement. Article 4. Transfer of intellectual rights
Reflexy bvba retains ownership of all delivered texts, database, documents, website, calculations, consulting reports, etc. until the invoice is paid in full by the client. At that time Reflexy bvba transfers the full and unconditional intellectual rights on the delivered product to the client. There is no additional fee for recycling, not even by third parties, in the same medium or other media. Article 5. Mutual Confidentiality
Reflexy bvba shall not disclose the client to third parties, on all information and data which is noted during the execution of the work. Reflexy bvba takes every possible precaution to protect the interests of the client. The client will not provide any information to third parties on the approach, method or quotation of Reflexy bvba without consent from Reflexy bvba, or make its reports available. Article 6. Indemnification by the client
The client has the duty to inspect the delivered texts, documents, data and services for errors and inaccuracies and accepts the liability arising from that. He indemnifies Reflexy bvba from any liability, including claims by third parties concerning intellectual property rights, on materials or data provided by the client, that is used in the implementation of the agreement, including any damages that result from this. Article 7. Liability and Responsibility
The liability of Reflexy bvba is limited to its assignment within the contractual framework that describes the tasks of Reflexy bvba for the activity in question. The liability of the person concerned can never go beyond the value of the part for discussion. Reflexy bvba reserves the right to disclose the identity of the client when it is requested. In case of dispute, the documents that are stored in reasonably secure conditions in the computer systems of each party, will be allowed as evidence of communication and contracts and payments that have occurred between the two parties. Article 8. Force Majeure
In case of force majeure, Reflexy bvba will not have to prove the unforeseeable or unavoidable nature of such circumstances. The circumstances of force majeure indemnify Reflexy bvba from any liability. The following, among others, are considered as force majeure: natural conditions, strike or lock-out, fire, flood, confiscation, embargo, general scarcity of goods, illness, dismissal and in general any unforeseen circumstance that substantially disrupts the contractual balance and this independently or force majeure that occurs with Reflexy bvba, with one of its suppliers or one of its employees. Article 9. Invoicing
Invoices are prepared at the end of the assignment, unless otherwise agreed. For assignments that exceed 30 days, Reflexy bvba has the right to prepare a monthly invoice for the performance provided. Reflexy bvba is entitled to invoice any partial delivery (delivery of portions of a composite contract) separately.The invoices are payable in cash at the head office of the company. Unless otherwise agreed in writing, no bills are accepted. The client remains in all cases jointly responsible for the payment of contracts, also when Reflexy bvba accepts issuing invoices on behalf of third parties. Article 10. Complaints within 8 days
Every invoice shall be deemed accepted by the customer if the supplier does not protest in writing by registered letter within eight days after dispatch. Complaints are only possible provided that the client did not take the goods into use, prepared or processed, or otherwise at his disposal. Article 11. Payment within 15 days
Unless otherwise agreed in the service delivery agreement, all invoices must be paid no later than 15 days after invoice date, without deduction of any discount. Article 12. Compensation and interest on arrears
Any late/non payment is considered a contractual breach according to art. 1147 BW. In that case the invoice amount is increased without warning or notice with a flat rate compensation of 12% with a minimum of € 150. Moreover, interest on arrears is charged at 5% per month. Parts of months are considered as full months at calculation. Compensation and interest are payable, regardless of any legal interest and costs. Article 13. Change of contract
The client accepts that the timing of the contract may be affected, if parties provisionally agree to expand or change the approach, method or scope of the contract, and/or the operations resulting from that. If this leads to additional work, this is confirmed to the client as a supplementary contract. If the parties agree to an implementation in phases, Reflexy bvba may postpone the finish of the parts that are associated with the next stage, until the client has given written approval of the results in the preceding phase. Article 14. Neglect of the Client
If the progress in the execution or the delivery of work is delayed through neglect of the client or through force majeure on his side, Reflexy bvba may charge the full agreed amount. That includes: the already incurred costs of materials intended for this contract and without affecting his right to claim further costs, damages and interest. Article 15. Court of Leuven
The agreement in its entirety is governed by the Belgian law. All disputes fall under the jurisdiction of the courts of Leuven. March 1, 2011