Terms and Conditions.
BlackVelvetProductions is pleased to set out their Terms and Conditions, which will apply to the work we do for you. These Terms and Conditions and the Quote/Production Estimate supplied to you form the contract between us for the provision of BlackVelvetProductions services.
Article 1: General
The legal relationship that arises between Bart Samyn (trading under the commercial name 'BlackVelvetProductions'), a sole proprietorship under Belgian law, with VAT BE 0767.368.186, and the customer is governed by the following general terms and conditions.
The customer is deemed to know and accept these general terms and conditions. These conditions apply to any agreement, regardless of its nature, and will take precedence over the conditions set by the customer. Any agreement that conflicts with the terms and conditions stated below will only have value for BlackVelvetProductions after we have expressly acknowledged this in writing.
Article 2: Quotations
At the request of the customer, BlackVelvetProductions prepares an individual offer with an explanation of the requested assignments and associated rates and prices. These quotations are always drawn up in accordance with management and the price calculations are always indicative, unless a fixed price is expressly agreed in writing between BlackVelvetProductions and the customer.
These quotations are only valid with regard to the person(s) to whom the quotation is addressed.
The validity period of the quotation is stated in the quotation itself. If the period of validity is not stated, it will be calculated at 30 (thirty) calendar days from the date of dispatch.
If a quotation is accompanied by a preliminary design, this layout does not automatically imply an order confirmation from BlackVelvetProductions. The customer does not acquire any rights from the layout of this preliminary design.
Article 3: Order confirmation
The order confirmation means the acceptance of the offer, as well as any preliminary design, by the customer. The order confirmation can be derived both explicitly and implicitly from the mutual communications between BlackVelvetProductions and the customer. An oral acceptance or acceptance by means of electronic means of communication is equally valid. BlackVelvetProductions then starts the project.
The customer has the option to revoke his order acceptance at any time. However, this revocation will not affect his original payment obligations and the additional payment obligation for works already performed.
Article 4: Advances
When the customer has accepted the offer as described above, the customer is asked to pay an advance of 50% (fifty percent) off the total sum within a period of 14 (fourteen) days, unless otherwise stipulated. BlackVelvetProductions can make the commencement of the assignment dependent on the payment of the advance. If, after the start of the work by BlackVelvetProductions, the customer revokes his confirmation, renounces the order or changes the order, advances already paid will not be refunded by BlackVelvetProductions.
Article 5: Delivery term
The deadlines communicated for delivery are purely indicative. BlackVelvetProductions guarantees high-quality work and has the right to postpone delivery by a maximum of 14 (fourteen) working days, without this affecting its liability in any way. BlackVelvetProductions undertakes to inform the customer of this in good time.
Article 6: Fulfill
With regard to the execution of the assignments, a best efforts obligation always arises between BlackVelvetProductions and the customer.
BlackVelvetProductions has the creative and technical freedom to carry out the assignment to its own ability and insight, in accordance with the original assignment or quotation. The execution of the assignment always takes place in accordance with the generally accepted standards and practices of the sector, on the basis of recent insights and technologies.
BlackVelvetProductions may call on the services of specialized third parties if it deems this necessary for the proper execution of the assignment. BlackVelvetProductions has the right to appoint these third parties at its own discretion.
The customer undertakes to take all reasonably necessary cooperation acts that are required for the execution of the agreement. Necessary acts of cooperation include (but are not limited to): providing necessary data, passwords, additional information and responding to communications in a timely manner. The customer accepts that a lack of cooperation has consequences for the proposed delivery period and the costs. Any negative consequences of a lack of cooperation on the part of the customer are entirely for his account.
The elaboration of an assignment can, if necessary, be subdivided into partial assignments, each of which is carried out within the agreed time frame. The execution of a partial assignment following a previous assignment can be made dependent on the explicit and written approval of the customer with regard to the previously delivered partial assignment. BlackVelvetProductions will always indicate the term for such approval upon delivery. The approval of the partial assignment will be presumed if the client does not respond in time. The execution of late comments is always regarded as additional work.
Article 7: Delivery and warranty
When the assignment is completed, BlackVelvetProductions proceeds to the final delivery. The delivery consists of a (symbolic) transfer of the developed product and clear communication.
If the developed products qualify as “computer software”, the final delivery ensures the start of a warranty period of 1 (one) month. Within this period, the customer has the option to report any defects to BlackVelvetProductions. Defects in functionality must always be detectable or reproducible and must be described in the most detailed manner. The feedback must always be given in writing and preferably in a bundled format.
If the assignment consists of a long-term service (for example, support and hosting services), the customer will refrain from any excessive use, i.e. so-called use that is significantly higher than the use of an average customer of our services. BlackVelvetProductions will inform the customer about the overuse and discuss measures to limit it. If the excessive use is of a structural nature, BlackVelvetProductions reserves the right to oblige the customer to switch to an adapted service level. This includes (but is not limited to) the case if the customer's needs have changed. BlackVelvetProductions has the right to suspend its obligations under this agreement as long as no solution for the structural overload has been found.
The customer accepts that no delivery will take place until the final invoice has been paid in full, in concrete terms this means that eg a website project will not be put online before the customer has paid the full balance.
Article 8: Changes to the original order
Changes to the original order, such as (but not limited to) additional work, are only valid if the customer and BlackVelvetProductions decide to do so jointly. The customer accepts that these changes may have a possible influence on the originally agreed price and delivery period. The consequences of these changes are entirely for the account of the customer.
Article 9: Rates
The prices and rates used are always exclusive of VAT and other additional charges, unless stipulated otherwise. The rates and prices include all foreseeable costs that are necessary for the execution of the agreement, unless expressly agreed otherwise between BlackVelvetProductions and the customer.
If it concerns a service agreement where a term of 6 (six) months has passed since the start or most recent revision, BlackVelvetProductions has the right to change the rates and prices at any time. BlackVelvetProductions will inform the customer of this in good time. The customer has the right to cancel the agreement within a period of 30 (thirty) days after the entry into force of the new rates, by means of a registered letter. In the absence of such registered letter, the customer is deemed to agree with the changes.
A revision of the base price according to the index as stated below is not seen as a price adjustment and is therefore not reported to the client.
For agreements that last longer than 1 (one) year, our hourly or daily rates are automatically indexed at the end of each annual period on the basis of the consumer price index. The calculation is done according to the formula (base price x new index figure)/initial index figure. The new index figure is the consumer price index for the month of August of the year in which the price is revised. The initial index figure is the index figure for the month of August of the year preceding the year of the new index figure.
Article 10: Invoices and payment terms
Our invoices are payable within 14 (fourteen) calendar days from the invoice date. In the event of non-payment on the due date, a default interest equal to the statutory interest rate for late payment in commercial transactions (2017: 8%) will be charged on an annual basis, automatically and without prior notice of default.
In case of non-payment of the invoice, BlackVelvetProductions will send a written notice of default to the customer, this can be done by e-mail as well as by post. As soon as BlackVelvetProductions has sent a first written notice of default, a fixed compensation will also be owed amounting to 10% of the invoice amount, with an absolute minimum of €250. This does not affect the right to request compensation for the further costs associated with non-payment.
The customer will only receive the finished and live product after full payment of the final invoice (see article 7 above).
Article 11: BVP Retention Of Title
If the subject of the agreement is a transfer of any ownership, the delivered products remain the exclusive property of BlackVelvetProductions until full payment has been made by the customer. The retention of title applies to unfinished projects as well as fully ready-to-start finished products. The customer undertakes not to take any actions that disregard BlackVelvetProductions retention of title and to point out this retention of title to third parties.
Article 12: Intellectual property rights
After payment of the agreed price, the customer acquires all intellectual property rights to that which BlackVelvetProductions creates in his/her order. Depending on the subject of the assignment, this concerns rights as granted by copyright, software right, database right, drawing and model right and other applicable (intellectual) property rights.
The transfer mentioned above does not in any way relate to concepts, techniques, specific skills, pre-programmed routines or procedures and technologies that are part of BlackVelvetProductions know-how. In addition, BlackVelvetProductions cannot assign intellectual property rights to software and other products for which the property rights do not belong to it, such as the open source software that is used. Customer's proprietary rights are limited to what is set forth in the relevant licenses.
All materials created and/or made available by BlackVelvetProductions may only be used for the purposes and/or destinations communicated in advance. Unauthorized use will therefore give rise to a new invoicing in the amount of the standard rate used plus a surcharge of 50%, separately for each violation found. The customer is also responsible for any identified unauthorized use by third parties.
The customer accepts that BlackVelvetProductions can at all times make a reference to his/her trade name and/or trade chains by way of reference, unless expressly agreed otherwise.
Article 13: Hosting and domain names
The customer is fully and exclusively responsible for any use of his virtual storage space. The customer is responsible for the personal and confidential handling of any assigned login data, such as (but not limited to) username and password. The customer is obliged to inform BlackVelvetProductions in case of (any suspicion of) a breach of confidentiality.
In principle, the customer is free to fill in the hosted space at his own discretion, insofar as he acts in good faith and does not violate the applicable legal rules and/or the rights of third parties, including violations of public order and morality . It is absolutely forbidden to use the virtual space with regard to the following:
Use of processes, programs; spamming techniques or other practices that could hinder or harm BlackVelvetProductions or other parties, whether or not they have a real impact on BlackVelvetProductions hosting services.
Use for the promotion and/or distribution of prohibited products and services, including illegal drugs, illegal weapons, and embargoed goods. (This list is not exhaustive).
Use with a view to promoting, inciting, facilitating and/or performing illegal or criminally sanctionable acts and activities. These terms must be interpreted in the broadest sense and include, among other things, committing fraudulent acts and the distribution and promotion of, for example, child pornographic material. (This list is not exhaustive)
Use with a view to the unsolicited intrusion of other computers and networks on the Internet ('hacking') whereby the customer breaches any security and/or gains access through a technical intervention using false signals or a false key or by assuming a false status.
Infringements of the intellectual property of entitled third parties.
Any possible reference to third-party websites that use unauthorized actions.
The performance of the hosting services means the storage of various types of content, such as text and images, on a virtual space. BlackVelvetProductions obtains from the customer an express and unrestricted permission to reproduce, communicate to the public or further distribute the protected content in the virtual storage space, in the manner necessary for the practical implementation of the hosting services.
Domain names are registered and renewed at the competent authorities, in accordance with rules and procedures determined by them (DNS for .be domain name). The registration creates a direct relationship between the customer and the competent authority, with BlackVelvetProductions only fulfilling a connecting role.
The registration and renewal of the domain name only takes place after an explicit order from the customer. BlackVelvetProductions can never be held liable if a defective or unclear assignment leads to the loss of the domain name.
The registration costs of a domain name are always announced and charged to the customer prior to registration or renewal. The refusal by the competent authorities or the subsequent loss of a domain name does not affect the payment obligations of the customer, nor does it guarantee a refund or any other form of compensation.
Article 14: Term and termination of the agreement
The duration of the agreement between BlackVelvetProductions and the customer can be of a definite or indefinite duration, and in principle applies to the duration necessary for the performance of the discussed services.
In the case of a fixed-term agreement, it will be tacitly extended for a new period equal to the originally fixed term, unless expressly agreed otherwise. Either party may prevent this automatic renewal by giving written notice up to 3 (three) months before the expiry of the agreement. The cancellation is obligatory by means of a registered letter. Oral termination or termination by means of an electronic means of communication (for example via e-mail, SMS, whatsapp, Facebook Messenger, etc.) is considered invalid.
In the event of an agreement of indefinite duration, both BlackVelvetProductions and the customer have the right to terminate the agreement unilaterally and by registered letter at any time, subject to a notice period of 3 (three) months, starting from the day following the date of the agreement. the registered letter.
Each party may terminate the agreement with immediate effect if the other party imputably and gravely or repeatedly breaches the obligations inherent in this agreement.
Shortcomings in the payment obligation and the cooperation obligation by the customer are considered serious shortcomings. Immediate termination is only possible after the defaulting party has been given a reasonable opportunity to fulfill his/her obligations, after written notice of default. The termination does not affect the possibility to exercise further rights for the damage suffered as a result of the alleged infringement.
If one of the parties can no longer fulfill the obligations of the agreement as a result of bankruptcy, judicial reorganization or any other impairment of creditworthiness, each party has the right to immediately, unilaterally terminate the agreement by means of registered letter.
Article 15: Liability
BlackVelvetProductions is exclusively liable for any serious or repeated minor contractual and/or extra-contractual shortcoming attributable to it, which arises in the performance of its obligations under this agreement. Our liability is exclusively limited to these cases. The total of our liability can never exceed the amount of the compensation due to us.
BlackVelvetProductions is only liable for direct damage resulting from our shortcomings. BlackVelvetProductions is in no way liable for any form of indirect damage such as: consequential damage, lost profits, financial or commercial losses, increase in general costs, increased personnel costs, damage due to loss of clients and the like (this list is not exhaustive). Kreatix is also not liable for any form of damage, destruction or loss of data or documents.
In the event of force majeure, BlackVelvetProductions is entitled to suspend the execution of the assignment in whole or in part, and this for the duration of the force majeure. Force majeure is defined as the situation in which an unforeseeable and unavoidable event occurs, beyond the control of the debtor, and which constitutes an insurmountable obstacle to the fulfillment of the obligation or obligation.
BlackVelvetProductions can only be held liable for damage caused by appointed third parties if the error is qualified as fraud, a serious error or a common minor error and if the damage-causing fact took place during the execution of their assignment.
If the customer establishes an attributable shortcoming, he must inform BlackVelvetProductions of this as soon as possible by means of a registered notice of default in which he describes the shortcoming accurately and in detail. Following this, BlackVelvetProductions has the opportunity to rectify the shortcoming.
If the customer endangers the liability of BlackVelvetProductions due to a contractual or extra-contractual shortcoming, it must take all necessary measures to indemnify BlackVelvetProductions against any damage that it may incur as a result.
Article 16: Confidentiality
BlackVelvetProductions and customer confirm that all confidential information that comes to their knowledge as a result of this agreement will remain confidential at all times. Classified as Confidential Information: Any information communicated in writing to the other party that is clearly marked as confidential or information that should reasonably be considered confidential. Any breach of confidentiality will compromise the infringing party's liability. This infringing party also has the obligation to indemnify the other party against any damage resulting from the infringement, including taking further (extra)judicial steps.
Article 17: Jurisdiction and jurisdiction in disputes
The agreements between BlackVelvetProductions and the customer are governed by Belgian law. In the event of a dispute regarding the implementation of the agreement, BlackVelvetProductions and the customer will make every effort to find an amicable solution.
In the event of a legal dispute, the Commercial Court of the judicial district of Brussels-Capital-Region, department Brussels, is authorized to hear.
Article 18: Miscellaneous
In certain cases, a 'ready for print*' is required with which the customer gives his official agreement for the further material execution of the order. This agreement must always be confirmed and dated in writing, by means of a technique that allows dating. By this agreement, the risk of errors or omissions found during or after printing passes to the customer.
Article 19: Provisions regarding this agreement
The customer accepts that the communication between the parties can be proved by all legal means. Electronic communications such as (but not limited to) e-mail traffic are also included here.
The nullity or invalidity of a provision or part of a provision of these general terms and conditions does not affect the operation of the other provisions. The disputed provision is deemed to be standalone and not applicable. BlackVelvetProductions reserves the right to replace the relevant provisions with a valid provision to the same effect. Titles in this agreement are for illustrative purposes only.
BlackVelvetProductions can at all times transfer or outsource its rights or obligations under an agreement to a subsidiary or a third party engaged for that purpose. This is possible without the consent of the customer and without any compensation. The third party will fully guarantee the further execution of the agreement.
*Official permission of an advertiser to print a document. This is a contractual certificate confirming that the document to be printed is correct in form and content.