General terms and conditions The legal relationship between TYPOGRAFICS BV and the client shall be governed, to the exclusion of all others, by the present general terms and conditions and any special terms and conditions as they appear on all documents, such as the order forms, quotations and invoices of TYPOGRAFICS. All of the terms and conditions appearing on TYPOGRAFICS invoices shall be deemed to have been known and accepted by the client at the time of the earlier conclusion of the agreement. Unless otherwise agreed in advance and in writing, the fact that the client entrusts us with an order, work or a service shall in itself constitute an irrefutable presumption that he has taken cognisance of all our general and special terms and conditions and has previously expressly accepted them. Consequently, the general and special sales conditions appearing on the client’s documents shall not be opposable to TYPOGRAFICS, not even if TYPOGRAFICS uses forms on which the client’s terms and conditions appear or if the client’s terms and conditions state that they alone are applicable. The acceptance of order forms or the sending of an order confirmation shall never imply that TYPOGRAFICS accepts the special purchase conditions of the customer. TYPOGRAFICS reserves the right to amend its general and special terms and conditions in accordance with its commercial policy and economic and legal necessities. The new general and special conditions shall enter into force immediately as soon as they have been notified to the customer and shall therefore also apply retroactively to agreements already concluded. This notification is not subject to any formality and agreement can be inferred from a lack of protest. All obligations of TYPOGRAFICS in general shall be in the nature of an obligation of means, unless expressly agreed otherwise in writing. All delivery and execution deadlines given are always indicative and shall be observed by TYPOGRAFICS in this respect. Orders shall be executed as soon as possible in accordance with the processing possibilities. Any exceeding of the indicated delivery or execution period by less than six months shall under no circumstances entitle the customer to compensation. In addition, the customer shall not be entitled to cancel the agreement or order, to terminate it and/or to refuse the receipt of the goods and/or the execution of the works and/or refuse to make any payments due. All offers made by TYPOGRAFICS that the customer accepts shall subsequently be subject to written reconfirmation by TYPOGRAFICS, who therefore reserve the right to refuse to undertake the order, work or service, even if the customer has accepted in the meantime. Unless otherwise agreed in writing, all of TYPOGRAFICS’s invoices shall be payable in full in cash on their due date at the registered office at 9220 HAMME, Zwaarveld 45. Unless otherwise agreed in writing, payment shall be made without any set-off or discount and in the manner indicated by TYPOGRAFICS. In the event of non-payment of an invoice on the due date, the balance due by virtue of all other invoices, regardless of their due date and even if the time limit for payment has not yet expired, shall become payable in full by operation of law, and shall at the same time be increased by the following fees by operation of law and without prior notice of default: - default interest of 1% per month from the first day of the month following the month of the due date, up to and including the month in which payment is made; - a flat-rate compensation of 15% on the invoice amount with a minimum of EUR 500 (excl. VAT), whereby TYPOGRAFICS reserves the right to recover the higher amount of damages actually suffered. Additional works or works not included in the offer shall be invoiced separately by TYPOGRAFICS at the market rates applicable at that time. For assignments, work or a service in excess of EUR 20,000 (excl. VAT), unless otherwise agreed in writing, an operating advance of 25% will be invoiced upon signature of the quotation or order form. In the event of non-payment of this advance within the period of 30 days following signature of the offer or order form, TYPOGRAFICS reserves the right to terminate the assignment, work or service and/or give priority to other assignments, work or services. In addition, TYPOGRAFICS reserves the right, even after partial execution of the contract, to demand from the client the appropriate guarantees and/or advance payments for the proper execution of the commitments undertaken, if the solvency of the client is called into question, such as in the event of non-payment or late payment of invoices. In the event that the customer fails to do so, TYPOGRAFICS reserves the right to cancel all or part of the order and to dissolve the agreement immediately and unilaterally, in which case the customer shall renounce any compensation for damages. The issue of commercial paper and/or of bills of exchange, whether or not accepted, for full or partial payment of invoices or to guarantee this payment, and/or the authorisation of payment methods, shall never entail a novation and/or a waiver of TYPOGRAFICS’s general and special conditions. In all cases, the general and special terms and conditions of TYPOGRAFICS shall remain fully applicable. During the execution of the agreement, and for a period of 12 months following the termination of the agreement, the client undertakes to refrain from employing the persons carrying out the assignment, the work or the service in the name of TYPOGRAFICS, in whatever capacity, or to call upon them within the framework of an independent collaboration. As part of this, the customer also undertakes not to approach or contact the aforementioned persons or have them contacted regarding such recruitment. In the event that the client fails to comply with this obligation, he undertakes to pay TYPOGRAFICS a fixed compensation of EUR 50,000 per infringement. This payment does not constitute a compensation, but constitutes the exercise of a subjective right based on the current conventional clause. The client grants TYPOGRAFICS the irrevocable and unconditional right to have all or part of the assignment that is carried out by the latter for the client, as well as the client's logo, included in TYPOGRAFICS's portfolio and in any other publicity material of TYPOGRAFICS through the appropriate media as reference material for new clients and potential clients. When establishing this right in favour of TYPOGRAFICS, the customer waives any compensation or indemnity for this right. Should TYPOGRAFICS be prevented from fulfilling its obligations due to circumstances beyond its control, it reserves the right to suspend the execution of the agreement for as long as these circumstances persist, for a maximum period of six months, whether or not consecutive, or to terminate the agreement within this period for these reasons. TYPOGRAFICS shall at all times inform the client of this by means of a written notification within a reasonable period of time following the occurrence of the force majeure. The following circumstances, among others, shall be considered as cases of force majeure: strike, exclusion, riots, revolution, mobilisation, war, epidemics, government measures, transport difficulties, machine breakdowns, flooding, fire, electricity failure, default of suppliers or other similar or dissimilar circumstances. The incalculable and unavoidable character of the aforementioned circumstances is always deemed to have been acquired. In cases of force majeure, the customer may not claim any compensation or reimbursement of sums already paid in relation to current agreements. In the event of (early) unilateral cancellation by the customer of assignments, work or services ordered by any means whatsoever, the customer shall be liable to pay fixed damages of EUR 500 (excl. VAT) per half-day due to causing discontinuity for TYPOGRAFICS, subject to proof of further damage. TYPOGRAFICS reserves the right to suspend all its services and/or deliveries or the part still to be performed, or to dissolve the agreement by operation of law, without notice of default and without judicial intervention, in the event that the client fails to comply with his obligations. The customer shall be informed of the choice of TYPOGRAFICS by registered letter or fax. In the event of suspension of the agreement by TYPOGRAFICS, TYPOGRAFICS shall resume its services, work and/or assignments as soon as the client has cleared all arrears due, both in principal sum, interest and costs. In the event of judicial dissolution of the agreement to his detriment, the customer shall be obliged, without prejudice to the application of Article 12, to pay for that which has already been delivered and executed and to compensate TYPOGRAFICS for all damages due to loss of profit, to the amount of 30% of the originally agreed price, excluding VAT, on the non-executed part and subject to proof of further damage. In the event that the client fails to comply with its obligations, he shall immediately and irrevocably waive all possible damages or compensations, which the aforementioned suspension or dissolution by TYPOGRAFICS could lead to. TYPOGRAFICS reserves the right to dissolve the agreement by operation of law, without prior notice of default and without judicial intervention, in the event of bankruptcy, obvious insolvency, cessation of payment or judicial composition of the client, as well as in the event of any change in the client's legal situation that seriously affects the rights of TYPOGRAFICS. The liability of TYPOGRAFICS shall be limited to proven serious breach, gross negligence or intent within the framework of all agreements between TYPOGRAFICS and the client. Within the framework of all agreements with TYPOGRAFICS, the client shall by operation of law refrain from any form of indirect or immaterial damage and shall in all cases limit himself to claiming compensation for foreseeable, direct and personally suffered damage. In all cases, the liability of TYPOGRAFICS shall be limited to the equivalent of 40% of the invoice amount, including VAT. If TYPOGRAFICS has a liability insurance, its liability shall by operation of law be limited to the amount effectively insured. If the agreement with the customer relates to the processing of personal data by the client, the client acknowledges the full compliance of this processing with the regulations concerning the processing of personal data as laid down in the General Data Protection Regulation of 27 April 2016 (GDPR), as well as the relevant national legislation. Within the framework of the agreement with TYPOGRAFICS, the client shall reimburse TYPOGRAFICS and, if necessary, indemnify TYPOGRAFICS in principal, interest and costs for any damage resulting from the non-compliance of the client with European and national data protection legislation. Any complaint concerning the goods, services or invoices of TYPOGRAFICS must be addressed in writing by registered letter to the registered office of TYPOGRAFICS, at the latest within seven calendar days following the day of delivery or execution, under penalty of forfeiture of rights. Any action against TYPOGRAFICS, including an action for indemnification, shall be subject to a conventional limitation period of two years from the date of the facts on which they are directly or indirectly based, even if the knowledge of these facts occurs at a later date or if the reason for the indemnification arises at a later date. With regard to specific statements that only appear on the invoice, complaints must be sent within seven days from the date of the invoice by registered letter to the registered office of TYPOGRAFICS. Should any obligation in either the agreement between TYPOGRAFICS and the client or the general and/or special conditions of TYPOGRAFICS prove to be unenforceable, null and void or contrary to a provision of mandatory law, such unenforceability, nullity or invalidity shall not affect the validity and enforceability of the other provisions of the agreement, the general and/or special conditions of TYPOGRAFICS. If necessary, TYPOGRAFICS and the client undertake, in the spirit of good faith, to strive for the same economic equilibrium as if the unenforceability, invalidity or nullity had not occurred. Conversely, all legal provisions in favour of TYPOGRAFICS with obligations on the part of the client, as contained in the law of 19 April 2014, shall automatically apply to all agreements between TYPOGRAFICS and the client in addition to the general and special terms and conditions. All agreements between TYPOGRAFICS and the client shall be governed by Belgian law. In case of dispute, only the Courts of the judicial district of Dendermonde are competent and Dutch is the only language of the proceedings. The parties undertake to organise a mediation before making a claim, except for the collection of invoices or for protective measures. The present general terms and conditions were drawn up in Hamme on 01/06/2018 and replace the previous general terms and conditions of TYPOGRAFICS. 5 April 2016.
Typografics Special Terms and Conditions relating to certain assignments, work and services General The present Special Sales Terms and Conditions shall, subject to prior and written agreement to the contrary, apply to all agreements between TYPOGRAFICS and the client relating to the assignments, work and/or services defined below. The mere fact that the client entrusts TYPOGRAFICS with the following assignment(s) shall create an irrefutable presumption that he has taken cognisance of these special terms and conditions and has previously expressly accepted them. In so far as the present special terms and conditions deviate from the general terms and conditions of TYPOGRAFICS, the application of these special terms and conditions shall prevail. In that case, the general terms and conditions shall apply by way of additional title and to the extent that the special terms and conditions do not deviate from them. Consequently, the special sales conditions appearing on the customer's documents shall not be opposable to TYPOGRAFICS, not even if TYPOGRAFICS uses forms on which the customer’s conditions appear or if the customer’s conditions state that they alone are applicable. The acceptance of order forms or the sending of an order confirmation shall never imply that TYPOGRAFICS accepts the special purchase conditions of the client. Training assignments The training courses are limited to what has been agreed in writing. TYPOGRAFICS shall only provide further guidance beforehand or afterwards subject to separate written agreements and fees. Furthermore, TYPOGRAFICS does not give any guarantee on any result that depends to any extent on the participants themselves. Invoices relating to the training courses are always payable 5 days before the start of the training. In order to avoid incurring costs, the unilateral cancellation of ordered training assignments by the client must be done no later than 14 calendar days before the first training date, after which the full amount shall in any case be due and invoiced. Graphic design The order for graphic design is limited to what has been agreed in writing. TYPOGRAFICS shall at all times be free to choose the font and other graphic elements. Specifically for websites, the process shall take place in steps, whereby it is not possible to return to previous steps, and the client shall therefore accept them irrevocably in accordance with this notification, step by step as they are notified by e-mail. Printed matter The client undertakes to approve the proof or print-ready PDF within 48 hours of its mailing. A lack of response within that period is irrevocably considered by the contracting parties as an approval for printing. TYPOGRAFICS is always free to choose the font and other graphic elements and is not responsible for the typographic quality of the print-ready models or files of formatted pages that it receives from the client. Contrary to Article 17 of TYPOGRAFICS's General Terms and Conditions, complaints relating to printed matter must be made in writing within 48 hours of receipt of the delivery. On-site projects The client's request for the fulfilment of a specific order by the service provider must be made at least 24 hours before the start of the order for on-site projects. Before the commencement of the on-site project, a confirmation will be sent with the agreed days within which the order will be executed in the field. In the event of the cancellation of an assignment by the client after the request or after confirmation, for whatever reason, the following fees are due: - compensation for the hours worked in accordance with the agreed hourly rate (excl. VAT); - a flat-rate compensation for the hours not worked as a result of the cancellation, at EUR 500 (excl. VAT) per half-day, subject to proof of further damage. The present special sale terms and conditions were drawn up in Hamme on 01/06/2018 and replace the sales terms and conditions of TYPOGRAFICS, with regard to the assignments, work and services, dated 5 April 2016, as defined above.
Typografics Special Terms and Conditions Website Set Up (WSU) and Website Support (WS). A. Terms and Conditions for WSU and WS TYPOGRAFICS provides services to the customer in the form of Website Set Up (WSU) and Website Support (WS). Unless otherwise agreed in advance and in writing, these special terms and conditions shall apply to all agreements between TYPOGRAFICS and the client related to WSU and WS and the mere fact of the order by the client creates an irrefutable presumption that he has taken cognisance of these special terms and conditions and has previously expressly accepted them. In so far as the present special terms and conditions deviate from the general terms and conditions of TYPOGRAFICS, the application of these special terms and conditions shall prevail. In that case, the general terms and conditions shall apply by way of additional title and to the extent that the special terms and conditions do not deviate from them. Consequently, the general and special sales conditions appearing on the customer's documents shall not be opposable to TYPOGRAFICS, not even if TYPOGRAFICS uses forms on which the customer’s conditions appear or if the customer’s conditions state that they alone are applicable. The acceptance of order forms or the sending of an order confirmation shall never imply that TYPOGRAFICS accepts the special purchase conditions of the customer. WSU concerns the graphic, artistic and technical development and creation of websites and WS concerns the maintenance and management of the website in two possible formulas, namely the Flex Formula and the All-in service packs. At the client's request, TYPOGRAFICS will make an analysis and, subsequently, an offer adapted to the client's wishes. Any functionalities or other additional work not included in this offer shall be the subject of separate invoices based on the market rates in force at the time. Quotations are valid, subject to written exceptions, for thirty days from their date. TYPOGRAFICS uses open source software, as well as software supplied by the client, for its services. Under no circumstances shall TYPOGRAFICS be held liable for any direct or indirect damage caused by this software. TYPOGRAFICS is under no circumstances liable for the content of a website and in principle does not control or supervise the content or the origin or the authors and other persons or organisations behind the website. The client shall therefore be exclusively responsible for the content of the website, even if the client himself obtains the information from third parties or if third parties can make their own contributions to the website in any form whatsoever, and the client acknowledges that TYPOGRAFICS shall only be a neutral intermediary where relevant. The client expressly refrains from publishing or offering information that is contrary to Belgian, European or international law, including but not limited to libellous, defamatory, harassing, threatening, abusive, racist, inflammatory or discriminatory information or information that is contrary to public order or morality or that is socially offensive and may lead to public protest. The client shall indemnify TYPOGRAFICS against any claim from third parties in principal, interests and costs directly or indirectly related to the content of the website, and the client shall renounce himself in favour of TYPOGRAFICS against any possible claim directly or indirectly related to the content of the website. The client shall further reimburse TYPOGRAFICS for all damages in principal, interests and costs that TYPOGRAFICS would suffer as a result of the content of the website, infringements of this article and other infringements of the agreement between the client and TYPOGRAFICS. The client grants TYPOGRAFICS the irrevocable and unconditional right to have all or part of the website that is set up by the latter for the client, as well as the client's logo, and with the exception of any separate databases linked to that website, included in the portfolio and in any other publicity material of TYPOGRAFICS via the appropriate media as reference material for new clients and potential clients. By establishing this right in favour of TYPOGRAFICS, the client renounces any indemnity or compensation for this right. In the event of any liability of TYPOGRAFICS, the client shall automatically renounce any form of consequential and moral damage and shall in all cases limit himself to claiming direct material damages. B. Additional Conditions for WSU only For WSU assignments, unless otherwise stated, an advance of 25% is requested. This advance payment can be invoiced when the quotation or order form is signed. In the event of non-payment within 30 days of signature, TYPOGRAFICS reserves the right to discontinue or suspend the intervention or assignment. Before the start of the project, and without prejudice to the amount mentioned above, which will be settled if applicable, the client must pay an advance of 50% of the total quotation price. The same rule applies in the case of the functionalities or other additional work referred to in Article 3. TYPOGRAFICS shall be entitled to suspend the execution of all work until the client pays this advance payment. When putting the website on the test server, after the content input and design, another 25% of the quotation price will be payable. After putting the website live, the remaining 25% of the quotation price will be payable. If the client terminates the WSU agreement before the start of the work, he will owe a fixed compensation of 30% of the quotation price (excl. VAT). In the event of termination after the commencement of the work, the client shall owe the full price of the quotation as flat-rate compensation without TYPOGRAFICS being obliged to further complete the website. The request, assignment and possible use of a domain name and/or IP address in the context of a WSU are dependent on and subject to the applicable rules and procedures of the relevant Domain Name Providers, such as DNS BELGIUM. The relevant authority makes the sovereign decision on the allocation of a domain name and/or IP address. TYPOGRAFICS only plays a mediating role in the request and does not give any guarantee that the domain name will be granted. TYPOGRAFICS can never be held liable for the loss of the client's right(s) to a domain name or for the fact that the domain name is requested and/or obtained by a third party in the interim. The client grants TYPOGRAFICS the irrevocable and unconditional right to have all or part of the assignment that has been set up by the latter for the client, as well as the client's logo, included in the portfolio and in any other publicity material of TYPOGRAFICS through the appropriate media as reference material for new clients and potential clients. By establishing this right in favour of TYPOGRAFICS, the client renounces any indemnity or compensation for this right. C. Additional Conditions for WS only The Flex Formula and the All-in service packs are website support agreements and have a fixed duration of one year. The technical characteristics and nature of the services relating to the two formulas are detailed in their respective technical sheets. These services are generally payable in advance and are invoiced annually. Unless a written notice of termination is sent by the customer three months prior to the expiry of the agreement, by registered letter, the agreement shall be tacitly renewed each time for the same duration as the original contract. In the event of termination or premature termination, the customer shall be liable for the full compensation for the current year, renouncing any reimbursement for the months not yet expired but paid. TYPOGRAFICS shall acquire the right, either in the event of infringement of the general or special terms and conditions, or by order of the court or of the authorities, or in the event of any other circumstances that make this useful or necessary, to immediately take the website offline. If necessary, TYPOGRAFICS may not be obliged to reactivate the website, but the customer is free to find a new web master who can take over the task. Where relevant, TYPOGRAFICS shall provide the new web master with the necessary technical elements without assuming any responsibility in this respect and provided that all costs and all outstanding invoices in principal, interest and costs have been paid in advance by the customer. If necessary, the customer shall in all circumstances renounce any possible damages or compensation of any kind. The current special terms and conditions of sale were drawn up in Hamme on 1/06/2018 and replace the special sales terms and conditions of TYPOGRAFICS dated 27 June 2016.