Terms and conditions

Version of the general conditions: September 25th,

General conditions of TITP sprl,, VAT BE0701.836.570

Communication addresses:

Avenue Saint Hubert,

57090 Hennuyères

info@itplace.com

+32 2 361 09 70

 

  1. Acceptance of general conditions

The general conditions of sale are applicable to all agreements concluded between TITP sprl (hereinafter referred to as IT PLACE) and its customers, as well as, in a general way, to all their business relations. Where appropriate, they are supplemented by special conditions. The fact that the customer has not received GDS M & C’s general terms and conditions of sale in his native language does not exempt him from their application.

The general conditions are available on request (email, mail) and can also be consulted on the website. Internet of IT PLACE (https://www.itplace.com). Unless otherwise agreed and in writing by IT PLACE, customers waive their own terms and conditions in favor of IT PLACE’s terms and conditions.

 

  2. Before the order

Prior to the execution of the agreement, the Client will be surrounded by all necessary advice and will ensure that the hardware, software and / or services that he plans to order correspond to his needs and the use that he he intends to do it. IT PLACE assumes no responsibility for an error of choice or appreciation of the Customer. All studies, projects, project preparations that are not followed, in the planned period, a firm order, remain the full property of IT PLACE. In this case, no use whatsoever is allowed.

 

   3. The command

All IT PLACE offers are made without commitment. They can always be retracted or modified. To be valid, an order must be placed in writing (mail or email). Any order irrevocably binds the Customer. It can not be canceled without the agreement of IT PLACE, according to the terms described in paragraph 4. The contract will be concluded after acceptance of the order by it. Agents, representatives or brokers of IT PLACE do not have the capacity to bind IT PLACE and their commitments are only valid after written confirmation by IT PLACE. Any order from the Customer binds the latter. The employees, sales representatives, agents or intermediaries of the Customer are irrefutably presumed to have the mandate required to bind the latter to IT PLACE. Any order for which the invoice is sent to a third party at the request of the client, makes the payer and the third party jointly and severally liable for the fulfillment of all the obligations provided for in these general conditions.

3.1 Cancellation of service contracts
The CLIENT has the right to modify, reject, cancel or stop all commitments made with IT PLACE. However, agrees to reimburse IT PLACE all costs that IT PLACE will have incurred prior to the notification of, and, which relate to non-cancellable commitments, and to defend, indemnify and relieve IT PLACE of any relative liability to such action. IT PLACE is committed to doing its best to reduce these costs and expenses. However, unless explicitly mentioned in this offer, a minimum of 50% of the total cost of the project (or 50% of the following 12 months in case of a recurring annual plan) will always be due to IT PLACE in case of cancellation.

 

4. Modification / Cancellation

The cancellation of the order by the Customer or the non-fulfillment of the order by IT PLACE opens, except in cases of force majeure, the right for the party suffering the damage to obtain an indemnity that can not be less than 20% of the price. initially agreed. No changes can be made to the order in relation to the contract initially concluded between IT PLACE and the customer without an agreement between the two parties. Generally, IT PLACE will propose to bill the customer the changes to the hourly rate of 85, – euros or the hourly rate specified in the order plus the costs incurred. In this case, any agreement regarding the delivery time is changed.

 

   5. Major force

When circumstances make it impossible to perform the delivery or the service, in particular in all cases of force majeure such as strike, lockout, accident, bad weather, blockade, defense of import or export, cessation of production or delivery by the manufacturer, etc., IT PLACE expressly reserves the right to deliver products equivalent to those specified in the order or to terminate its commitments to the Customer, all without compensation.

 

   6. Prices

6.1. Rate Structure
Prices are net excluding VAT from the headquarters of IT PLACE, fees and taxes not included. The products travel at the risk and peril and at the expense of the Customer, even in case of sale or free delivery. IT PLACE is only responsible for the delivery of the products and the provision of services explicitly specified by the order confirmation or the signed contract. The provision of services creates only obligations of means on behalf of IT PLACE, with the express exclusion of any obligation of result. The duration of service contracts is set in the special conditions (also known as ‘Contractual Terms and Conditions’).

 

6.2. Rate changes
The prices listed on IT PLACE’s prices, offers and order confirmations are purely indicative. IT PLACE reserves the right to modify them without notice as long as the contract has not been concluded. In the event that the cost price of the delivered products or services provided by a third party is increased after the conclusion of the contract, IT PLACE will have the right to pass on this increase in the price of the contract by mail or email sent to the Customer. This repercussion will be considered as accepted by the Customer five working days after the sending of the mail or the email, except objection from him sent within this time by return of mail or mail. In the absence of agreement of the Customer, IT PLACE will be able to unilaterally renounce the contract by simple notification by mail, without compensation.

 

  7. Payment

7.1 Billing Schedule
We are sure you understand the importance for an SME like ours to be paid on time. We are also confident that you want to keep a positive business relationship and ensure that the project can continue in good conditions, so you agree to abide by the payment schedule as provided in your order or contract.Except if a billing schedule is explicitly mentioned in your contract, IT PLACE will charge (40%) as a start-up fee upon signature. The remaining 60% will be billed monthly based on the services provided and at the latest when the project is put into production. If necessary by its internal process, THE CUSTOMER will give IT PLACE all the necessary information such as purchase orders (POs) and other information required for billing before the billing period.

 

7.2 Customer’s commitment
The CLIENT agrees to pay the first invoice upon receipt. This amount will be used as a deposit for the project. The following invoices will be payable within 10 days of receipt. Any unpaid invoice on its due date will be productive, automatically and without notice, of a moratorium interest conventionally fixed at 12% per annum, all months started being due. In addition, any unpaid invoice at the end of the term will be increased by right and without notice to a lump sum and irreducible 15% of its amount with a minimum of 100,00 €. In addition, IT PLACE reserves the right to suspend work until receipt of payment. The fixed indemnity will be payable without prior notice being required, and covers the damage that IT PLACE incurs due to non-payment, excluding the costs occasioned by the need to conduct a judicial recovery procedure.
In the event of non-compliance with the payment terms agreed or signs of doubtful creditworthiness on the part of the customer (such as protested bills of exchange, unfunded checks, debts to organizations collecting social security contributions, etc.), any invoice or other unmatured debt will become due by law, even if payment terms have been granted. In addition, IT PLACE has the right, without notice or prior judicial intervention, either to temporarily suspend future deliveries or to consider the agreement as settled, without prejudice to its right to claim compensation for optionally. In the latter case the resolution will occur the day following the written notification of the resolution decision to the client. By the effect of the express or tacit acceptance of IT PLACE’s invoices and the conditions contained therein, the customers pledge to IT PLACE the current or future claims which they themselves hold with respect to third parties. reason in particular for the services and deliveries made. In addition, these situations give IT PLACE the right to suspend all of its obligations without prior formalities and to terminate all or part of the current contracts without any other formality than notification by mail or email and without compensation.

 

7.3 Possible recovery costs
Any costs of recovery proceedings and judicial interests will also be charged to the CLIENT.

 

7.4 Assignment of receivables
In order to optimize cash flow and ensure the proper execution of its payments, IT PLACE reserves the right to sell its invoices to a third-party company such as Koalaboox, Edebex or any other company authorized for this purpose.

 

   8. Complaint

All complaints about missing items, erroneous deliveries and visible defects must be communicated by mail or email to IT PLACE within five working days of the date of delivery. If this period is exceeded, no claim can be made. Returns of goods can only be made after the written agreement of IT PLACE and will be accompanied by an explanatory mailing note. Shipments of goods returned to IT PLACE that are not made in accordance with these conditions, will be refused and any expenses incurred will be borne by the buyer. Any complaint concerning invoicing – excluding those relating to the reasons mentioned above – must be formulated by reasoned mail, reaching IT PLACE within five working days of the date of invoice, and this under penalty of inadmissibility .

 

8.1 Right of withdrawal
Individuals who make purchases of goods or services online at IT PLACE have a right of withdrawal.
Each consumer has the right to notify his intention to renounce the contract, without penalty and without giving reasons, within 14 working days from the day after the day of delivery of the ordered product. In no case this right does not exempt the payment of the order or shipping costs. The payment of the order will be refunded to the Consumer within thirty days. Only products in good condition and in their original packaging can be returned.
The right of withdrawal does not apply to the following contracts: the supply of customized or customized products, or which, by their nature, can not be redirected or are likely to expire rapidly, services whose execution has begun with the Consumer agreement before the expiry of the 14-day period, computer software, audio and video recordings when removed from their original packaging.
Societies as well as the liberal professions do not enjoy this right of renunciation.

 

   9. Delivery

9.1. Delivery time
Delivery times are given as an indication. A delay in delivery can not give rise to damages or to the termination of the contract. Partial deliveries are permitted. IT PLACE reserves the right to invoice these partial deliveries as the order is executed. Shipments are always at the risk and expense of the Customer. In any case such partial delivery can not justify the refusal of payment of the delivered products.

 

9.2. Reception
Upon receipt, the Customer is required to check the conformity of the delivery with the terms of the contract. In the context of the receipt of goods, the Customer is obliged to count all parcels, to check that the numbers of the packages mentioned on the delivery note or the portable terminal correspond to those indicated on the stickers found on each packaging, and to check the good condition of the goods delivered. By signing the delivery note, the Customer confirms that he agrees with the receipt in good condition of the goods and the exact number of packages.

 

    10. Guarantee

10.1 Goods
IT PLACE is solely responsible for the quality of the goods delivered and this according to the written specifications provided by the Customer when ordering, specifications for which the Customer remains solely responsible. Any other guarantee of IT PLACE is excluded.
IT PLACE representatives are not mandated to make commitments regarding the quality of deliveries and / or to confirm that the merchandise may be used for a particular purpose. To this end, a written commitment from IT PLACE is required.
The liability of IT PLACE is limited to the replacement of the delivery if it does not comply or, if the Customer prefers, the refund of the invoice price. IT PLACE can not be held responsible for any damages for loss of turnover or for any other indirect damage. Any complaints under this article or about hidden defects must be made by registered mail within three weeks of delivery and this notwithstanding the obligation of the Customer to comply with the provisions of Article 1648 of the Civil Code. If this deadline is exceeded and / or the formalities are not respected, no complaint can be made against IT PLACE.

 

10.2 Provision of services
Except as otherwise provided in this Agreement, IT PLACE makes no warranty, express or implied, to the Customer in respect of:
– the Customer’s computer equipment, their operation, and their hardware and software components;
– the benefits, financial or otherwise, real or apprehended, positive or otherwise, resulting or that may result from the provision of services.
The warranties contained in this contract are the only warranties provided in connection with the subject matter of this contract and constitute a limited warranty. The customer expressly waives any other warranty

 

   11. Property

11.1. Property of the products
The delivered products remain the property of IT PLACE until full payment of the principal amount and all its accessories. As long as the aforementioned payment has not been made in full, the Customer expressly refrains from disposing of the delivered products, and in particular from transferring ownership, pledging or assigning them to any security or privilege whatsoever. . If the Customer does not pay in time, IT PLACE reserves the right to claim the goods supplied in return, without prior notice.

 

11.2. Ownership of third-party software
Unless otherwise agreed, delivered software remains the sole property of its developer. IT PLACE grants the Customer only non-exclusive use licenses allowing the use of a program on a single machine or a single server at a time. The Customer is bound to scrupulously respect the confidentiality of the software delivered. It may not, in any form whatsoever, dispose of its licenses, pledge, alienate, communicate or lend them for consideration or free of charge. It is prohibited to counterfeit the software delivered, to allow counterfeiting or to promote it in any way whatsoever.

 

11.3. Ownership of software developed for the client’s account, including websites
Once the full project payment has been paid, the copyright will automatically be transferred as follows: the Client will own the visual elements that IT PLACE will have created for this project. IT PLACE will grant to the CLIENT an exclusive, perpetual and non-transferable license, unless explicitly mentioned in this offer. Other uses may be the subject of a separate offer.

 

11.4 Ownership of files placed on the client’s hosting space in the GDS M & C infrastructure
The Customer retains the intellectual rights relating to the elements of the websites or applications (trademarks, logos, drawings, etc.) entrusted to IT PLACE.These elements must be entirely original and do not infringe any copyright or trademark. and no other right, title or interest in intellectual property belonging to any third party.

 

   12. Software or website development

12.1 General
12.1.1 Confidentiality
During the development of the project, except for what has already been made public by the CLIENT or its related entities, IT PLACE will not divulge any information concerning this project without the explicit consent of the CLIENT. IT PLACE declares that it is its responsibility, during the project period and after delivery of the project, to make every effort to protect the confidentiality of sensitive information relating to the CLIENT’s business.

12.1.2 Copyright
In accordance with the copyright protection, IT PLACE reserves the right to keep the source files of its graphic creations. However, all transferable rights will be transferred to the CLIENT. This includes the right on images, animations and text content. All technologies used in the development remain the property of their respective authors (example: Drupal CMS is the property of Drupal but is available in Open Source (www.drupal.org)).

12.1.3 Signature of the site or application and referencing
In accordance with usual usage but also in order to favor a topology in terms of referencing in Google, IT PLACE will mention its name at the bottom of the pages of all sites developed for the client or in windows ‘About’ applications, in the form of a link pointing to its website and this, for a period of 3 years minimum from the final acceptance of the project.
In parallel, IT PLACE will be able to put a news about this project on its website as well as in its specific section News. The client will also be featured in his Client References. Each mention will include a link to the page of your choice on your site (in principle the home page). IT PLACE can also count on the CLIENT’s support in terms of customer reference.

12.1.4 Source codes and compilations for sales platforms (app-stores).
On request, we deliver all the source code with the compiled applications. The set will also be on the production server.
12.1.5 Access to the production server
Even if the CLIENT retains this right, we want to be notified of any FTP or SSH access to the production server in order to maintain the quality of our maintenance. Otherwise, we reserve the right to terminate the maintenance collaboration on the next due date.
12.1.6 About domain names and certificates
Ownership of domain name (s) and SSL certificates associated with the site is relative to the customer, it is necessary that the latter ensures the renewal of its contracts. Finally, a domain name is never purchased ad vitam, it expires after a year or two (according to the contract with the name provider). If the name is not renewed, the site is not accessible at all for the public and for search engines and indexing.
12.1.7 Responsibilities
Liability of IT PLACE: IT PLACE will obtain all the necessary authorizations, licenses or permits to make use of testimonials, copyrighted material, photographs, artistic works or other property belonging to third parties in its achievements.

Responsibility of the CUSTOMER: The CUSTOMER guarantees that all elements of text, images, video, or other artistic or journalistic work are either the property of the CLIENT, or that the CLIENT has the authorization to use them. Once the complete project payment has been paid, the copyright will automatically be transferred as follows: will own the visual elements that IT PLACE will have created for this project. IT PLACE will grant to the CLIENT an exclusive, perpetual and non-transferable license, unless explicitly mentioned in this offer. Other uses may be the subject of a separate offer.
Responsibility for the information given by the CUSTOMER: IT PLACE declares that it is his responsibility, during the project period and after delivery of the project, to make every effort to protect the confidentiality of sensitive information relating to the business of the CLIENT.

   13. Limitation of liability

13.1. IT PLACE can not be held liable to the Customer for any fault or damage, direct or indirect, which may result from it, and the Client keeps IT PLACE free and unscathed of any claim, including any claim on warranty, in the either of the following:
  • Deficiencies specific to the applications used by the Customer
  • Bugs or incompatibilities encountered during the installation or use of software whose installation has been requested by the Customer.
  • Changes made to the content by a person other than IT PLACE or belonging to it;
  • Modifications or additions, hardware or software, to the Customer’s computer equipment, affecting the proper functioning of the software products;
  • Use of material not listed in this contract
  • Introduction of a computer virus into the customer’s computer equipment, having an effect on the smooth operation of the software products;
  • Migration of software products in a different hardware or software environment;
  • Loss of business opportunities or revenues related to the operation or lack thereof, or the use or non-use of software products;
  • Illegal or unauthorized intrusion of any third party into the IT equipment of IT PLACE or the Customer.
  • Use of data with illegal content by the CUSTOMER
  • Use of programs by the Client not respecting their license of use.

 

13.2. The responsibility of IT PLACE can never be engaged in case of force majeure (power cut or Internet, civil war, bankruptcy, requisition by a bailiff, failure of a server or a network component, etc.) .

13.3. Unless otherwise provided for in this contract, in no case shall IT PLACE (including, where applicable, its subsidiaries and its parent company as well as its shareholders, officers, executives, employees, employees and subcontractors) may be liable to the Customer or third parties for any indirect, incidental, special, punitive or exemplary damages, including but not limited to any loss of profit or other economic loss.

13.4. The parties expressly agree that any damages attributable to IT PLACE, the contractual liability of which has been duly and formally proven, may not exceed, for the whole of this agreement, the lump sum and conventionally fixed amount to the total amount of services performed with a maximum of 10,000 €.

 

   14. Compensation

The client waives the withholding or offsetting of amounts due, except in the case where the claim he claims has been the subject of a court decision or has been expressly recognized and quantified by IT PLACE.

 

   15. Exception of non-performance

The Customer waives any non-performance by IT PLACE, in order to suspend performance of one or more of its own obligations.

 

   16. Privacy and Privacy Policy

IT PLACE’s privacy policy is described on its website at https://www.itplace.com/privacy-policy/.
In general, the personal data communicated by the customers and the suppliers will be processed by IT PLACE and the companies belonging to the same group within the framework of the management of their customers. Any questions relating to this subject may be addressed to the controller, Mr. Guy De Smet gdesmet@gdsmc.be.

 

   17. Resolution

In the event of non-performance by the buyer of his obligations, the sale will be solved as of right without summation. The will of IT PLACE will be sufficiently manifest by the sending of a mail or an email to the Customer.

 

   18. Miscellaneous

The Customer may not assign his rights resulting from this contract.
The invalidity or inapplicability of one of the provisions of these terms and conditions does not invalidate the other clauses, and the null or inapplicable clause will be replaced by a provision with consistent economic effect.
The contract between parties is subject to Belgian law.
In case of disputes and / or non-payment only the courts of the judicial district of Brussels, where IT PLACE has its headquarters, will be competent, even in case of appeal in warranty or plurality of defendants.
However, IT PLACE will still be able to take action in the courts of the customer’s home or headquarters.
In case of dispute with a Consumer within the meaning of the law of July 14, 1991, any dispute will be brought before the competent judge, under Articles 624.1, 624.2 or 624.4 of the Judicial Code.