This version of our terms if for information only. The reference are our Conditions in French.

ART 1.

The Client has entrusted and/or intends to entrust the Designer with the creation and/or development of communication tools for printing on paper or for use on the Internet and/or Intranet and/or Mobile.

Client and Designer agree that their relationship is governed by these general terms and conditions, and their specific agreement(s) prior or subsequent to the present one. They also agree that in the event of contradiction between the general terms and conditions and a special agreement, the former shall take precedence.

The Client waives the right to invoke its own general terms and conditions, notwithstanding any mention to the contrary in them, in a special service agreement, its amendments or appendices, even if they are subsequent to the present agreement.

This waiver does not prejudice the right of the parties to invoke the mandatory legal provisions that would be applicable in the case in question.

ART. 2

The Designer undertakes to use, in accordance with the rules of art, all his means and know-how to fulfil his mission. Its contractual obligations are all about means, not results. He is free to call upon one or more subcontractors of his choice to carry out the mission in part or in full.

The Client undertakes to facilitate the Designer's mission, in particular by providing him with all the documents required to complete the project.

The Client shall give the Designer free access, at its offices referred to in the special agreement, to any material or document necessary for the execution of the project.

The Designer undertakes to respect the confidential nature of the information transmitted or made available.

The Client undertakes to pay the fixed and definitive price fixed in the order in consideration of the service provided. The Client waives the right to invoke the exception of compensation and the exception of non-performance.

The Designer records the tasks, stages and progress of the Client's project in a collaborative project monitoring tool to which the Client has access to ensure coordination and control of the services. The Client undertakes to use the Designer's tool or to provide an equivalent solution at its expense.

The personal data of the Client's representatives shall be used to ensure effective communication between the Designer and the Client. The surnames, first names, email addresses, telephone numbers are recorded in a management tool allowing to follow the relationship between the Client and the Designer and to send personal or automated messages to the Client's representatives. The data is never transferred to third parties.

ART. 3

Any amount due under the general and special terms and conditions shall be increased by VAT, if applicable.

For orders for which the estimated amount does not reach 1,000 euros excluding VAT, no quotation is given and the interventions are carried out and invoiced to the Customer on a time and materials basis at the rate of 80 euros per hour. Any half hour started is due and will be charged to the Client.

If the price of the order reaches at least 1000 euros excluding VAT, a deposit of 30% of the price will be paid into the account of the Designer within fifteen (15) working days following the order. This deposit will not be refunded to the Client under any circumstances. The Designer's services will only start after full payment of the deposit.

Invoices are validly contestable during fifteen (15) days following their sending. After this period, no dispute shall be admissible and shall not give rise to any exchange of information.

The amounts shown on the intermediate and final invoices are due fifteen (15) days after the date of invoice.

ART. 4

Any delay in payment shall automatically and without notice of default result in a fixed compensation of 86 euros and interest on late payment at the rate of 8.5%.

In the event of culpable non-performance by one party of its obligations, the other party may, without prejudice to other legal remedies, terminate the agreement by operation of law fifteen (15) days after injunction sent by registered letter or bailiff's writ.

Cancellation of the order or unilateral termination emanating from the Client does not release him from his obligation to compensate the Designer for all his damages in accordance with article 1794 of the civil code increased by 15%.

The parties agree to fix the compensation for the damage that would result from a resolution at the Client's fault or from a unilateral termination at the Client's instigation at the full price. The Designer reserves the right to reassess this amount according to the costs he has actually incurred.

However, the Designer may also claim compensation for his loss in accordance with the ordinary law of liability.

ART. 5

In any print job, before printing, the Designer submits a "proof" in the form of a PDF file that allows the Client to view the final result of the work entrusted to him. The Client must inform the Designer of any changes, and a new "proof" will be produced.

In the event of an error after acceptance of the "proof", the responsibility of the Designer is entirely released.

Without the proof accepted by the Client, the work cannot be finalized.

The Client undertakes to take delivery and accept the project within the period agreed in the special agreement, or failing this, as soon as he is aware or should have been aware of its completion.

The Designer may not be held responsible for delays in delivery resulting from force majeure, fortuitous event, caused by the Prince or by a third party, including failures by the site host. It shall inform the Customer as soon as possible.

Any complaint must be sent to the Designer's head office within one month of invoicing. In the absence of a complaint within the given time limit, the project shall be deemed to have been accepted and compliant.

The Client undertakes to provide resources and means for the proper conduct of the project. In the event of a reminder not followed within 7 days, this silence may be considered as a unilateral breach by the Client.

ART. 6

The Client certifies that the mission entrusted to the Designer does not violate either the objective law in force or the subjective rights of third parties, and in particular :

that the use in the exercise of this mission of the documents, works, drawings, trademarks, and names supplied to the Designer does not infringe the rights of third parties.

that the personal data of third parties entrusted to the Designer have been obtained with the explicit consent of the third parties and that the third parties have consented to the transmission of their data for the purpose of the assignment entrusted to the Designer by the Client.

The Client undertakes to guarantee the Designer against any recourse by third parties based on the existence, content or use of a project in conformity with the Client's order. The conformity of the order shall be analysed on the day the project is received. The Designer shall not be held liable for any direct or indirect damage resulting from the existence, content, data or use of a project in conformity with the Client's order.

ART. 7

The special agreement grants the Client a non-exclusive license to use a project. It does not transfer any intellectual property rights of any nature whatsoever from the Designer to the Client.

In order to carry out a project in accordance with the order, the Client transfers to the Designer the rights to adapt the works that it supplies to the Designer. The Client declares that the use of these elements in the project designed by the Designer is not likely to harm its honour and reputation.

Any element provided by the Designer remains his property, in particular programming elements, online applications, and graphics. Any element provided by a third party remains its property.

ART. 8

The Designer is authorized to report on the Client's order and its execution, for commercial or non-commercial purposes.

The Client agrees that the mention of the Designer (name and hyperlink) shall appear on the completed project unless the Designer explicitly renounces this in the contract.

ART. 9

The Designer is entitled to have the general and special conditions governing their contractual relations registered. He shall, however, request the Client to do so beforehand. It is agreed that in this case the costs of registration, increased by a lump sum of 50 exclusive of VAT, shall be invoiced to the Client.

ART. 10

The Designer disclaims all liability in the following situations:

Hacking of applications developed and accessible from the internet

Any disruption related to the hosting of the application

Moreover, data protection (project content, copyrighting, passwords...) is the responsibility of the client.

The Designer undertakes to warn the Client in case of loss of data concerning him or concerning personal data that the Client would have entrusted to him.

ART. 11

The Designer provides tools allowing the portability of the data entrusted by the Client according to market standards.

Any request for information concerning the data processed by the Designer on behalf of the Client may be addressed to privacy@spade.be.

If necessary, research, adaptation, correction, export, deletion of data will be invoiced to the Client according to an hourly rate.

ART. 12

The Designer's travel expenses will be charged at 0.4€/Km.

ART. 13

Any dispute relating to the negotiation, formation, interpretation, execution, and dissolution of the agreements between the Client and the Designer shall be subject to the jurisdiction of the courts of Brussels, which shall apply Belgian law.