ARTICLE 1 – Definitions
In general terms, the following definitions apply:
“Terms and Condition”. These general conditions (November 24, 2016 version), which are applicable to each quotation starting from GoCreate ‘referred to as “Offer”’, each acceptance by the customer of an Offer, and in general, any contract that is established between the Client and GoCreate (referred to as “Agreement”).
“GoCreate”GoCreate BVBA, with registered office at 3001 Heverlee, Langendaallaan 51, VAT number BE 0632 809 984.
“Services”All services provided by GoCreate under the Agreement.
“Goods” All goods supplied by GoCreate under the Agreement.
“Customer”(Future) contracting party GoCreate to whom an offer is made and / or with whom an agreement is concluded.
ARTICLE 2 – Conclusion of the Agreement
1. Acceptance of Terms implies that the Customer completely renounced the application of his own general (purchase) conditions.
2. Where an agreement contains derogations regarding the Terms and Conditions, then, the provisions of the Agreement shall prevail. All other provisions of the Terms nevertheless remain valid. Deviating terms in a contract shall above only for the duration of the Convention in which the deviations agreed.
3. An agreement is valid only if the Agreement is signed by a person under the statutes of GoCreate, GoCreate can legally commit or has received an explicit authorization by a person to do so by the competent institution. Understandings or agreements with employees, agents, representatives, agents are in no way binding unless specified as above.
4. The signatory accepts an offer on behalf of a customer or an agreement signed or those whole or in part, a payment made pursuant to an agreement, even on behalf of others, is committed to these third parties and undertakes jointly and severally with them and that pursuant to articles 1120 B.W. and 1200 B.W.
ARTICLE 3 – Offer
1. Each offer is subject to change and does not bind GoCreate to execution, unless specifically otherwise provided in the offerings. Customer orders do not bind GoCreate either. Between GoCreate and the Customer shall pass an agreement established by the signing by the Article 2.3 above persons of an order confirmation or any other written agreement. Should a signed order confirmation be sent, the order confirmation is deemed to reflect the agreement correctly and completely in the absence of objections by the customer against the provisions of the order within 7 days after shipment by GoCreate.
2. Each offer, which is explicitly defined as committal, is only binding upon signature by the signing by the persons defined by article 2.3 and only valid for the period of one month unless otherwise defined in the offering.
3. When combined price quotes, there is no obligation to deliver a part for a corresponding portion of the total price quoted.
4. All quotations by GoCreate are excl. VAT, packing, courier and shipping and / or following the delivery of the Goods and / or Services taxes, charges or duties, unforeseen external costs thereof, unless the Offer or the Agreement explicitly stated otherwise.
5. The prices in the Offering shall apply only to the quantities indicated.
6. The contents of catalogs, brochures, printed matter, price lists, etc. is assembled by GoCreate with great care, but contains only general information that does not bind GoCreate and should not be taken for granted unconditionally as they are always subject to change. The Agreement shall be governed solely by the terms of the Offer and any other matters agreed in writing by the Parties.
7. Any installation activities are only included in the quoted price if expressly agreed in the Agreement.
8. The models, images, drawings, presentations, and others which were added to the offer or prior to the conclusion of the Agreement shown or given, only give a general idea of the Goods and / or Services. Changes, making the actual implementation differ slightly from the aforementioned models, images, drawings, presentations, etc., but making no significant change will be the technical and aesthetic performance, require GoCreate to pay any compensation and give the Customer no right to receive or payment of the Goods and / or Services to refuse.
ARTICLE 4 – Changes to Agreements
1. Changes to the Agreement should be brought to the attention of GoCreate in time and in writing by the Customer and make only part of the Agreement if they are confirmed by GoCreate in writing. Where these changes cost more or produce more work, these will be charged by GoCreate.
2. 2. In case of total or partial cancellation of the Agreement, the Customer is held to pay GoCreate 50% pursuant to the Agreement amounts (both for the supply of Goods as for the provision of services), without prejudice right to payment of outstanding invoices and without prejudice to GoCreate to commence proceedings against a higher fee if the actually the cancellation damages exceeds certain fee in this article.
3. Wrongly to GoCreate returned items remain available to the customer and the risk of these goods remains with the customer, with any transport and / or storage costs are borne by the customer.
ARTICLE 5 – Delivery
1. Supply of Goods and / or Services are done in principle, unless otherwise agreed in writing, at the headquarters of GoCreate.
2. Where GoCreate pursuant to an Agreement notifies the client that goods (or data) are ready for pickup or retrieval, the customer must do so within 10 business days of the notification. Failing to do so entitles GoCreate to charge storage costs to the customer and, if the customer continues to refuse to accept the Goods within 7 days after a registered notice, the Agreement with respect to the delivery of the Goods to consider legally rescinded. In the event of late delivery or refusal to take delivery, the risk of the Goods rightfully moves to the Customer.
3. Each partial delivery, which also includes the delivery of parts of a compound agreement, can be billed, in which case, this partial delivery is considered to be a stand-alone transaction.
4. GoCreate will make all reasonable efforts to deliver the Services and / or Goods as soon as possible. The Customer acknowledges that delivery deadlines or dates are indicative and not binding, unless specifically agreed otherwise in writing. A delay in delivery cannot therefore be invoked by the Customer to request the termination of the Agreement or to claim damages. Customer has however the right to terminate the Agreement by registered mail to dissolve, provided GoCreate has still not delivered within a period of one month after GoCreate purpose stated by the customer by registered letter of default was abnormal delay in delivery. The Client renounces expressly to each other as possible remedy is, in particular, to the allocation of some form of compensation.
5. Any agreed binding delivery deadlines or dates apply only if the necessary data were informed in time to GoCreate available for the implementation of the Agreement. If as a result of late delivery by the customer only may the agreement be implemented by involving additional manpower, overtime, special delivery etc., will GoCreate, without prior consultation with the customer, are entitled to charge the resulting additional cost and invoice to the Customer. In case of late delivery by the Customer is entitled GoCreate the date of execution of the Agreement unilaterally determine the function of the internal capabilities.
6. In case of delays or failures in delivery of the Goods and / or Services, the Customer may not acquire services elsewhere at the expense of GoCreate or its subcontractors. Articles 1143 and 1144 Civil Code do not apply to the Agreement.
7. GoCreate undertakes to deliver the Goods to the Customer as they existed at the time of the conclusion of the Agreement. Any fruits and accessories that might arise between the time of sale and the time of delivery belong to GoCreate.
8. Where GoCreate should assist in the transport of Goods then this happens at the expense and risk of the Customer, unless otherwise agreed in writing. The risk of the Goods thus transfers at the moment the goods depart at the facility.
9. The Customer is obliged to accept the Goods at the agreed time and to provide the necessary space so that the goods can be delivered. Where GoCreate is responsible for transporting GoCreate delivers the Goods to the building of the Customer on the ground floor. At the time of delivery, the customer must sign off the delivery to receipt. Any visible defects on the delivery bond to be listed or at the latest within three working days in writing to GoCreate to which the customer should describe the defaults in every detail. The use of the Goods implies irrevocable acceptance.
10. The supply of standard software entitles a non-exclusive use of the software in question, and this for the agreed number of users at the agreed location. The supply and use of such software, the provisions of the software license of the manufacturer and / or supplier of application software.
11. GoCreate is entitled Agreement or components subcontract to third parties or performed by third parties.
Article 6 – Duration and termination
1. Unless otherwise agreed in writing, agreements which are entered are automatically renewed for a fixed duration for the same period in the absence of cancellation by registered mail by the Client no later than three months before the expiry of the current contract period.
2. Unless otherwise agreed in writing, these agreements may be entered for an indefinite period to be terminated only by the customer through a notice by registered letter with a notice period of six months.
3. 3. In the event of termination of the Agreement by the Customer, GoCreate has legally and without formal notice the right to payment of 50% of the Customer pursuant to the Agreement amounts (both for the supply of Goods as for the provision of services) without prejudice to payment of outstanding invoices and without prejudice to GoCreate to a higher compensation claim in court if the real by breaking the damage suffered certain fee in this article transcends. Customer acknowledges that these conditions shall automatically give rise to a termination of the Agreement within the meaning of this Article, unless GoCreate in writing from the breaking and pursuing the implementation of the Agreement, which GoCreate entitled:
- Non-payment by the Customer under the Agreement amounts due within 15 days after notice by GoCreate;
- Bankruptcy or dissolution of the Customer;
- A breach of the provisions of these Terms and Conditions which the sanction of termination was explicitly provided;
- Refusal to purchase services and / or Goods.
ARTICLE 7 – Payment
1. The customer has a duty under the Agreement to pay amounts due within 30 days after receipt by the Customer of the invoice GoCreate and this on the seat of GoCreate, that unless otherwise agreed in the Agreement.
2. 2. In the event of late payment of any amount due under the Agreement or under any other cause, GoCreate is legally entitled to a compensation of 10% of the amount as well as a conventional arrears on the interest rate determined in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions. In the event that GoCreate is to make any payments in implementing the Agreement, the penalty in the event of late payment by GoCreate is limited to the legislation contained in the Act of 2 August 2002 the fight from payment be commercial transactions. In case of a protest by GoCreate amounts payable, if any sanction is above limited to the normal statutory interest rate for late payment.
The customer waives his right to payment of amounts owed to suspend the case of a private claim or complaint and thus do away with the objection of failure.
4. As security for the payment of the claim GoCreate gives the customer all claims pledged by the Client may have towards its customers. This pledge includes the outstanding balance of all amounts due pursuant to the Agreement, as well as all ancillary and additional sums that the Customer GoCreate, for whatever reason due or will be under the Agreement and the Services.
5. 5. As well as security for payment of the claim GoCreate, GoCreate has a lien on any and all of the Customer’s property or third parties which were handed to prepare an Agreement or execution of an agreement to GoCreate (lien also in case of bankruptcy of the Customer still applies).
6. 6. Ownership of the Goods will only be transferred to the Customer after full payment by the Customer of all that in consideration of the due from GoCreate delivered or to be delivered Goods to GoCreate, including the payment of the agreed price, cost, interest and Any damages. Nevertheless, will the risk of loss or destruction of the Goods shall be borne in full by the customer from the moment the goods were supplied to him within the meaning of Article 5 of the General Conditions.
7. If an order for delivery or carry out work on behalf of two or more natural or legal persons, these persons are each jointly and severally liable for the complete fulfillment of the obligations under the Agreement.
Article 8 – Liability
1. GoCreate undertakes the Convention to know best and can perform, but GoCreate accepts no responsibility for the failure to achieve the Customer intended purpose. Unless the customer has agreed in writing, giving GoCreate case of hosting agreements would be no guarantee that the continuous access servers and made available free of errors. It is the express responsibility of the Customer to make remote backups of data placed on the rented servers and GoCreate In that regard, no obligation unless specifically agreed otherwise.
2. Notwithstanding the limitations of liability GoCreate as possibly elsewhere in these Terms and Conditions, the Customer acknowledges that GoCreate is not liable for any information, data, files or other items that are made available by the Client to. The Customer indemnifies GoCreate all possible claims that third parties might make regarding GoCreate apply regarding this information, data, files or other items.
3. 3. Notwithstanding the other provisions of these Terms and Conditions, the liability GoCreate in each limited to physical, direct damage suffered by the Customer that is causally related to a serious error GoCreate (excluding other indirect, commercial, moral or other damage ) and above until the amount of the price agreed for the agreement in question.
4. GoCreate accepts no responsibility for the presence of viruses in the delivered data carriers or via the Internet delivered or downloaded data or software. The Customer must the supplied data carriers, data or software itself to test for the presence of viruses.
5. GoCreate nor accept any liability for loss or corruption of digital data carriers or e-mail supplied data. The Customer or by him or third parties, these data continue to check for accuracy and completeness.
ARTICLE 9 – Complaints and guarantee
1. 1. Complaints relating to the Services, hidden defects with respect to the Goods and complaints regarding the implementation of the Agreement must be reported to GoCreate within 8 days of the notice by the Customer of the elements on which the complaint is based and so by sending a registered letter to the registered office of GoCreate. Defects that cannot reasonably be determined within the aforementioned period must be reported immediately after adoption to GoCreate.
2. Defects in part of the delivery do not give the right to reject all delivered Goods or Services.
3. 3. The Client will fully cooperate with GoCreate for investigating the complaint or damage, including on-site visit by GoCreate or 3th party supplier in order to assess the quality and / or quantity of the Services and / or goods to which the complaint relates.
4. 4. If GoCreate is to observe a defect GoCreate has the choice to either replace the defective service or faulty product for free, either granting the customer a fix mutually discount on the agreed price thus excluding the possibility of seeking the dissolution of the Agreement. In case of new supply GoCreate will keep into account the use that the Customer has already had on the Services or Goods supplied.
5. A complaint does not suspend the payment obligations of the Customer in any manner.
6. For third parties delivered goods or services through GoCreate delivered, GoCreate is not obliged to provide a further guarantee than the guarantee provided by the supplier of the goods delivered.
7. If GoCreate in compliance replaces its guarantee obligation components of equipment or software, the replacement parts respectively. the old version of the software, its property and they should be returned to GoCreate by the Customer.
8. Each Guarantee Void in the event that: a) the usage and maintenance requirements are not met; b) the Customer maintenance or repair has been entrusted to third parties, unless these third parties appointed by GoCreate; c) damage and / or defects in the construction of the equipment caused by negligence, intent, carelessness and / or negligence of the Customer and / or third parties; d) Customer third parties have made without prior knowledge and consent of GoCreate changes in software; e) if software is used in combination with incorrect or defective hardware or hardware if used in combination with non-appropriate software.
9. The presence of errors (bugs) in standard software that does not hinder the functionality of the software don’t give the customer in any way the right to reject the relevant software in whole or in part. Liability GoCreate never goes beyond trying to persuade to correct these errors, the manufacturer of the software in question.
ARTICLE 10 – Intellectual Property
1. User rights on designs provided by GoCreate, documentation, drawings, software, data, etc. captures – notwithstanding the actual delivery – if only to Customer all obligations under the Agreement in implementation of which the goods were delivered were fulfilled, and in particular:
- – the payment of fees and prices agreed for delivery
- – the payment of any claims due to non-fulfillment by the Customer of the Agreement
2. 2. GoCreate always remain the sole owner of the copyrights and other intellectual property rights in the cases pursuant to the Agreement, the Customer will be delivered (design, documentation, drawings, software, data, etc.) and the customer gets only, unless otherwise provided in the Agreement, a non-exclusive right to use these items for the purposes provided for in the Agreement. These cases should (be made and thus not to third parties without prior written consent of GoCreate available) with any existing entries with intellectual property rights or owners of these rights should not be removed reproduced or printed only for these purposes by the Customer. Software or other items owned by third parties remain the exclusive property of such third parties and the use of these items is limited to the terms of any license agreements concerning these matters. If (an employee, agent, broker or other person) the Customer any could be presumed to be the author of some of the things that come in implementation of the Agreement, strong customer makes the copyrights or other intellectual property rights are transferred these matters to GoCreate and the Customer itself has concluded agreements with the persons concerned to take charge of the intellectual property rights.
3. 3. Unless otherwise specified, information delivered to GoCreate in the light of the execution of the agreement (such as documentation or pictures) may be used for internal training or promotional and commercial activities without the right to any financial compensation.
ARTICLE 11 – Privacy
1. 1. Customers accept that their personal data and their employees, officers, agents, directors, etc. are registered by GoCreate and processed, processing can third parties be contracted for and on behalf of GoCreate where these third parties the same rights and obligations imposed as described in these Terms and Conditions. The recorded and processed data (hereinafter ” the data “) Include: IP addresses, data provided by the Client is made available from GoCreate, the identity and other personal information, all prior to and during the execution of the Agreement communicated information, information relating to bank accounts and data regarding the use of software.
The data can be processed for the following purposes: (1) to provide easy access Clients through utilizing all the functionality of delivered goods (for software), (2) managing the relationship with the customer and third parties, (3) for the purpose of market research and the preparation of statistics, (4) for directly offered marketing for other services by GoCreate or third parties with whom GoCreate has with it a contractual or other relationship, and, more generally, (5) to allow GoCreate to communicate with the customer and keep them informed.
Unless the communication of data to third parties is necessary to achieve the objectives listed above is GoCreate not authorized to sell the information to be published, rent or share with third parties without the express prior consent of the customer concerned.
Customers are always entitled to them at no cost and upon request (by sending an email) to oppose the processing of data for the purposes of direct marketing or sending commercial messages or advertising by mail, e -mail or phone and have the right to access the data on them to seek redress in case of any incorrect or incomplete data.
ARTICLE 12 – Confidentiality
All information, files and other matters pursuant to the Agreement are exchanged between GoCreate and the Client are confidential and can the two parties, unless otherwise provided in these Terms and Conditions or the Agreement only be used with a view to implement of the Agreement and the provision of the Services and / or Goods.
ARTICLE 13 – General
The Customer is not entitled to any rights and obligations under an agreement or the agreement itself to be transferred to third parties without prior express consent of GoCreate.
The Terms and Conditions are subject to change without notice at any time.
The invalidity of any provision of these terms and conditions shall have no effect on the validity of the remaining provisions of these Terms and Conditions and will not lead to the invalidity of these provisions.
Belgian law is applicable to the agreement and the courts of the judicial district of Leuven have exclusive jurisdiction, unless a statutory provision would exclude the jurisdiction of this court, in which case it is determined the power under the common law.