These terms and conditions are intended to define the conditions under which the services of web designer Lopez Mickaël (hereinafter referred to as "the Designer"), registered with the Crossroads Bank of Enterprises under the number 0896.755.397 ( Smart).
The Customer is the one who placed the order, the Designer is the one who agreed to execute the order.
1.1 Unless otherwise stated, all specifications, interventions and performances of the Designer are subject to these terms and conditions. These are deemed accepted by the Customer as soon as the quote is signed, without any restriction or reservation.
The Customer therefore refrains from using any contradictory written or electronic document, in particular his own general and / or specific conditions, even if the latter provide that they apply exclusively.
Any waiver of these terms and conditions must, to be valid, have been previously and expressly approved in writing by the Designer.
When an estimate is drawn up by the Designer, the special conditions indicated on the quote modify or supplement these general conditions.
All orders placed by a Customer with the Designer will imply the final and irrevocable agreement of the Customer on all of the terms and conditions presented below.
1.2 The present general conditions can be consulted at any time by clicking on the link "CGV" located on all the pages of the site of the Designer in the footer part: https://www.virtueldesign.be/conditions-generales-de-ventes/ and attached to each estimate.
1.3 It is expressly agreed that the Designer will work exclusively remotely and will not be required to accept Customer's requests for meetings.
2.1 Designer's quotes are drawn up without commitment to the Designer. Quotations are binding on the Designer only when they have been expressly accepted by the Client and after written confirmation, sent by email, of the order and receipt of the Customer's deposit by the Designer.
Unless otherwise stated, the Designer's quotations are in any valid condition only for a period of 30 days from the mailing of the quote, the date of the email of the Designer being authentic. After this period, the Customer must request the establishment of a new estimate by the Designer.
2.2 It is expressly agreed between the Client and the Designer that the emails exchanged between the parties can be used to establish the existence of a commercial relationship and therefore have the value of written proof to establish the existence of an order , its acceptance by the Customer and validations of the Customer at each stage of the work.
2.3 Any modification requested by or on behalf of the Customer not falling within the scope of the services defined in the specifications or in the commercial proposal, the estimate and its appendices will be the subject of an additional estimate which will be executed only after agreement of both parties.
Orally transmitted changes will only be executed if a confirmation email is sent by the Customer and accepted by the Designer.
2.4 Any natural person or company who places an order and asks to bill it in the name of a third party, becomes jointly and severally liable for its payment.
3.1 The delivery is considered as fully realized from the first presentation of the web models (after exhaustion of the returns authorized by the Designer and indicate on the estimate) and / or the website to the Customer.
3.2 Delivery times are purely indicative and begin to run on the working day of the delivery to the Designer of all the elements essential to the fulfillment of the order.
The deadlines set with the Designer are automatically extended by any fortuitous event, beyond his control and making it impossible or difficult to perform his services for as long as this event lasts, including technical or computer problems. These fortuitous delays do not authorize the Customer to cancel his order or to claim any compensation from the Designer.
3.3 All codes necessary for the use of the site will be sent to the Customer upon receipt of payment of the final invoice.
4.1 A deposit of 30% minimum is required on the order before the beginning of the service, the balance being payable according to the modalities described in point 4.3.
4.2 The Designer's prices are those listed on the quotation sent to the Client. Unless otherwise stated, Designer's prices are expressed in euros and are exclusive of VAT.
4.3 The remaining balance due will be paid within 8 days of receipt of the final invoice.
Payment is made by transfer to the account of the Designer mentioned on the invoice.
Any exchange and bank charges that may be claimed from the Designer are the responsibility of the Customer and will be subject to additional billing.
4.4 In principle, the services provided are in the form of electronic files, if the Customer requests another method of sending, the additional costs relating thereto will be charged to him.
5.1 The Designer will perform the service according to the conditions defined in the specifications attached to the quote accepted by the Customer and the Designer.
The Designer offers, but not exclusively, the following services:
This list is not exhaustive.
On the other hand, the designer does not propose:
This list is not exhaustive.
5.2 All services will be planned by the Designer upon receipt of the following:
The service begins upon receipt of the deposit, the specifications and the quote duly completed, signed and approved by the customer without reservations or restrictions.
5.3 The Designer reserves the right to refuse any services manifestly contrary to morality or unlawful according to the regulations in force.
If the Customer has to give up his project, he may only terminate the contract in return for payment of the indemnity provided for in article 9.1 of these general terms and conditions unless he proves a fault on the part of the Designer.
5.4 Regarding the creation of a website, uploading can be done by the Designer who uses a subcontractor for hosting. The hosting costs and domain name, maintenance, and modifications are the responsibility of the Customer.
The Designer can in no way be held responsible for any technical problems relating to the hosting service that is proposed or chosen by the Customer.
6.1 The Customer undertakes to provide the Designer with data that is fair, of good quality and in compliance with the legislation in force.
In particular, it will guarantee the Designer against all claims by a third party claiming rights in said elements.
The Customer shall be solely responsible for the content that he provides to the Designer, including but not limited to the fact that the Customer has all the rights necessary to exploit the content it provides to the Designer.
All information contained in the work performed by the Designer is the sole responsibility of the Customer. The Designer can not be held responsible for spelling mistakes, linguistic and grammatical errors not indicated.
The Customer also undertakes to keep all originals of all content sent to the Designer.
6.2 In the event of a complaint from a third party, the Designer may stop the dissemination of any content likely to infringe the rights of the complainant, without recourse to the Client.
7.1 Unless otherwise agreed in writing and expressly, the Designer is bound only to an obligation of means.
The Designer is therefore not responsible for delays and failures resulting from a foreign cause or events, even predictable, beyond his control (examples, without this list is exhaustive: power outages, failure of the Internet network and telecommunication, illness, accident or failure of one of the subcontractors, etc.).
7.2 Except in the case of willful misconduct or misconduct on his part, the Designer shall in no circumstances be held liable for direct damages suffered by the Customer, such as loss of earnings, reduction of turnover or loss of increased overhead, or the loss or degradation of originals or data.
The Designer can not be held responsible for consequential damages caused to the Customer, including loss of profits.
In addition, the Designer is in no way responsible for defects caused directly or indirectly by the fault or negligence of the Customer himself or his agents, or a third party.
7.3 In case of force majeure and in any circumstances that prevent, reduce or delay the execution of the work by the Designer, or cause an excessive imbalance of the commitments made by the Designer, the Designer is relieved of all responsibility, he may break all or part of the agreement or suspend its execution without being required to pay any compensation. These circumstances include: war, civil war, mobilization, unrest, strike, breakage of machinery, computer bug or virus, fire, water damage, as well as restrictions or prohibitions imposed by the authorities.
7.4 The Designer is in no way responsible for problems arising after the delivery of the order, including: updates made by the Customer or on his behalf or by third parties, changes by the Customer or on his behalf or by third parties including changes to the computer code delivered by the Designer, ...
7.5 The Designer is only responsible for the services he himself has performed.
7.6 The Designer can not be held responsible for damages resulting from:
7.7 The Designer's liability is in any event limited to the amount that would have been paid by the Client if the Designer had performed the service as provided for in the specifications and its amendments in any form whatsoever. (Excluding accommodation and domain name) with a maximum of € 2,000 per claim.
8.1 Unless otherwise expressly agreed in writing, the Designer retains full copyright and related rights in all its achievements for the Client.
The Designer gives the Client a right of use on the works sent to him under the conditions specified in the quote, the invoice or any other contractual or electronic document drawn up between the parties. This right of use is valid only if the Customer has previously fulfilled all its obligations, including financial, towards the Designer.
However, this right of use does not include any assignment of rights and extends only to the acts of exploitation necessary for the normal use of the achievements by the Customer.
8.2 Unless otherwise agreed in writing and expressly, the Customer may not object to the mention of the name of the Designer on his site as well as a hypertext link to the website of the Designer. This mention will appear discreetly in the copyrights of the site and in the legal notices.
8.3 Unless otherwise expressly agreed in writing, the Client authorizes the Designer to use his name and the products developed on his behalf for the purposes of his own commercial promotion.
9.1 If the order is canceled at the request of the Customer, invoicing will be done at the current stage of the execution of the order. The amount invoiced will include the costs incurred by the Designer plus a conventional compensation amounting to 10% of the amount shown on the invoice. In any case, a minimum amount of EUR 400.00 will be claimed from the Customer.
If the execution of the work is temporarily suspended at the request of the Customer or if the Customer delays in carrying out the work presented, an invoice can be established at the current stage of execution of the order.
In the absence of a response from the Customer after a period of 90 days from the presentation of the progress of the work, the service will be considered complete and an invoice will be established at the current stage of the order.
9.2 The designer may also terminate the contract if these terms of payment are not respected by the customer, including the failure to pay the initial down payment.
9.3 When the cancellation is due to a failure by the Designer, the Designer shall give the Customer all documents in his possession concerning the work performed under this contract.
9.4 The customer may terminate the contract if the product delivered does not correspond to the specifications that describe the project to be carried out.
9.5 The customer may also terminate the contract in the event that the deadlines for completion of the site exceed twice that provided for in the specifications and its amendments and provided that this delay originates in a serious and unjustified breach. on the Designer's side (excluding illness, real and motivated cause).
10.1 All claims relating to creations or files delivered must be reported in writing to the Designer and duly motivated by the Customer. No complaint is admissible if it has not been sent to the Designer within 5 working days of delivery to the Customer.
10.2 In any event, omissions, errors or possible design defects that the Customer has not reported to the Designer during the presentation of the works and / or at the time of the final validation of all or part of the work can not be charged to the Designer who will make the necessary corrections to the Customer's costs, if necessary. The latter can not invoke the above errors as a reason for postponing the payment of invoices due.
10.3 Any invoice is deemed accepted in the absence of precise dispute communicated to the Designer by the Customer and duly motivated by the latter by registered letter within 8 days of receipt of the invoice. After this period, any claims by the Customer may no longer be taken into consideration by the Designer.
11.1 Each of the parties to this contract undertakes on its behalf and on its employees to consider as confidential, during the term of this contract and after its expiration, the documents, systems, software, know-how from the other party of which it may have been aware during the performance of this contract, and not to use them outside the requirements of this Agreement.
This obligation of confidentiality does not apply to information that has fallen into the public domain or whose disclosure has been authorized in writing by the party concerned.
In addition, the Designer undertakes not to disclose any confidential information provided by the Client, except in the event of litigation at the request of an administrative or judicial authority under the laws in force.
11.2 All files, texts, images, logos, and communication media exchanged between the Designer and the Client will be kept and archived by the Designer for a period of 1 year. After this time, they will be destroyed.
All information provided by the Customer of any nature whatsoever and in any format whatsoever (including HTML pages, image files, sounds, video, etc ...) are and will remain the property of the Customer at all times.
13.1 As soon as the invoice expires, each unpaid invoice shall, by operation of law and without prior notice, bear a late interest of 10% per annum, any month started being due in full, as well as damages covering recovery costs set at 10% of the amount of the claim due with a minimum of EUR 400.00.
In case of default or late payment, the Designer further reserves the right to suspend any delivery or services to the benefit of the Customer, in relation or not with the unpaid order (s) and until the full refund of all the amounts remaining due, the indemnities and interest for late payment being included.
The Designer may also put the site offline, without prior notice after a period of 30 days from the due date of the final invoice, without any possibility of recourse of the Customer and until the full refund of all amounts remaining due, the compensation and interest for late payment being included.
If, despite being taken offline, the Customer has not paid the amounts, interest and indemnities due to the Designer after 30 days after being taken offline, the Designer may resell the work done on behalf of the Client without possibility appeal of it.
13.2 The Designer has the right to claim a higher indemnity if he proves, by any legal means, that he has suffered greater damages.
13.3 Failure to pay on due date, notices of seizure, application for judicial reorganization proceedings, suspension of payment, even unofficial, the opening of bankruptcy proceedings or any other event indicating insolvency of the Customer, automatically result in the forfeiture of the term granted for payment, make immediately payable all the invoices not yet due for any work whatsoever, and give the Designer the right to terminate the order (s) and contract (s) in progress without notice or compensation.
In the event of difficulties or disputes between the parties in connection with the interpretation, execution or termination of this contract and the resulting contracts, this shall be governed by Belgian law and shall fall exclusively within the jurisdiction of the courts. of the judicial district of Liège, Division Liège. The applied language is French.