General terms and conditions

  1. The legal relationship between CVBA TYPOGRAFICS and the customer shall, to the exclusion of all others, be governed by the current general and special terms and conditions, as they appear on all documents such as the order forms, the offers and the invoices of TYPOGRAFICS. All terms and conditions appearing on the invoices of TYPOGRAFICS are hereby irrefutably presumed to have been known and accepted by the customer at the conclusion of the agreement.

    Unless otherwise agreed in advance and in writing, the fact that the customer entrusts us with an order, a work or a service shall in itself constitute an irrefutable presumption that the customer has taken cognisance of all our general and special terms and conditions and has expressly accepted them in advance.

    Therefore, the general and special terms and conditions of sale appearing on the customer’s documents cannot be relied on against TYPOGRAFICS, even if TYPOGRAFICS uses customer’s forms that contain such terms and conditions or if these customer’s terms and conditions state that they apply exclusively. Acceptance of order forms or sending an order confirmation shall never imply that TYPOGRAFICS accepts the special purchase conditions of the customer.

    TYPOGRAFICS reserves the right to modify its general and special terms and conditions in accordance with its commercial policy and economic and legal needs. The new general and special terms and conditions shall enter into force immediately from the date they have been communicated to customers and shall therefore also apply retroactively to agreements already concluded. Such notification shall not be subject to any formality and can be deduced from the absence of an objection.
     
  2. In general, all obligations of TYPOGRAFICS shall have the nature of a best efforts obligation, unless explicitly otherwise agreed in writing.
     
  3. All stated delivery and execution times shall always be indicative and will be complied with accordingly by TYPOGRAFICS. The orders shall be executed as soon as possible in accordance with the processing possibilities. Exceeding the delivery or execution times by less than six months shall in no case entitle the buyer to compensation. Furthermore, the customer shall not be entitled to cancel the agreement or order, to interrupt it and/or to refuse the receipt of the goods and/or the execution of the works and/or the payment.
     
  4. All offers of TYPOGRAFICS accepted by the customer are subsequently subject to written reconfirmation by TYPOGRAFICS, which therefore reserves the right to refuse even if the customer has accepted them in the meantime.
     
  5. Unless otherwise agreed in writing, all TYPOGRAFICS invoices shall be payable in full and on their due date in cash at the registered office located at Zwaarveld 45, 9220 HAMME. Unless otherwise agreed in writing, payment shall be made without any set-off or discount and in the manner specified by TYPOGRAFICS.

    In the event of non-payment of an invoice on the due date, the balance owed on all other invoices, irrespective of their due date and even not due, shall become due and payable in full by operation of law, and at the same time shall be increased by the following fees by operation of law and without prior notice of default:
    - Interest on arrears at the rate of 1% per month from the first day of the month following the month in which the due date falls until the month in which payment has been made;
    - a fixed compensation of 15% on the invoice amount with a minimum of EUR 500 (excl. VAT), whereby TYPOGRAFICS reserves the right to recover the higher loss actually suffered.
     
  6. Additional work or work not included in the offer will be invoiced separately by TYPOGRAFICS at market rates applicable at that time.
     
  7. For orders, works or services exceeding EUR 20,000 (excluding VAT), an advance of 25% will be invoiced upon signing the offer or order form, unless otherwise agreed in writing.

    In the event of non-payment of this advance within a period of 30 days after signing the offer or order form, TYPOGRAFICS reserves the right to cease the order, work or service and/or to give priority to other orders, works or services.

    In addition, TYPOGRAFICS reserves the right, even after partial performance of the agreement, to require the customer to furnish appropriate securities and/or advances for the proper performance of the obligations undertaken, if the solvency of the customer is called into question, such as in the event of non-payment or late payment of invoices. In the event the customer fails to comply with this request, TYPOGRAFICS reserves the right to cancel the order in whole or in part and to dissolve the agreement unilaterally without delay, in which case the customer shall waive any right to compensation.
     
  8. The issue of commercial papers and/or bills of exchange, whether accepted or not, for full or partial payment of invoices or to guarantee such payment, and/or the granting of payment terms, shall never imply a novation and/or waiver of the general and special terms and conditions of TYPOGRAFICS. In all cases, the general and special terms and conditions of TYPOGRAFICS shall continue to apply in full.
     
  9. The customer undertakes, during the performance of the agreement and for a period of 12 months following the termination of the agreement, to refrain from employing persons carrying out the assignment, the work or the service on behalf of TYPOGRAFICS, in whatever capacity, or to call upon them within the context of independent collaboration. In this context, the customer also undertakes not to approach or contact the aforementioned persons or to have them contacted with a view to such employment. Should the customer fail to comply with this obligation, he undertakes to pay TYPOGRAFICS, as compensation, a lump sum payment of EUR 50,000 per infringement. This payment does not constitute compensation but implies the exercise of a subjective right drawn from this standard clause.
     
  10. The customer shall grant TYPOGRAFICS the irrevocable and unconditional right to have all or part of the assignment performed by TYPOGRAFICS on behalf of the customer, as well as the customer’s logo, included in the portfolio and in any other form of TYPOGRAFICS publicity as reference material for new customers and potential customers, through the appropriate media. By establishing this right in favour of TYPOGRAFICS, the customer renounces any remuneration or compensation for this right.
     
  11. In the event that TYPOGRAFICS is prevented from fulfilling its obligations due to circumstances beyond its control, it reserves the right to suspend the performance of the agreement as long as these circumstances persist for a maximum period of six months, consecutively or otherwise, or to terminate the agreement for those reasons within that period. TYPOGRAFICS shall at all times inform the customer by means of a written notification within a reasonable period after the occurrence of the force majeure. The following circumstances are considered to be cases of force majeure: strikes, lockouts, riots, revolution, mobilisation, war, epidemics, government measures, transport difficulties, machine failures, floods, fires, power cuts, failure on the part of suppliers or other similar or dissimilar circumstances. The non-attributable and unavoidable nature 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.
     
  12. In the event of (early) unilateral cancellation by the customer of assignments, works or services ordered in any way whatsoever, the customer shall be liable to pay a fixed compensation of EUR 500 (excl. VAT) per half day for causing discontinuity at TYPOGRAFICS, subject to proof of additional damage.
     
  13. TYPOGRAFICS reserves the right to suspend all its services and/or deliveries or the part yet to be performed, or to dissolve the agreement by operation of law, without notice of default and without judicial intervention, if the customer fails to fulfil its 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, works and/or assignments as soon as the customer has settled all outstanding arrears, including principal, interest and costs. In the event of judicial dissolution of the agreement to its detriment, the customer shall be obliged, without prejudice to the application of article 12, to pay for what has already been delivered and performed and to compensate TYPOGRAFICS for all damage caused due to loss of profit, amounting to 30% of the originally agreed price excluding VAT on the part not performed and subject to proof of additional damage.

    If the customer fails to fulfil its obligations, it shall immediately and irrevocably waive any right to damages or compensations, which may result from the aforementioned suspension or termination by TYPOGRAFICS.
     
  14. TYPOGRAFICS reserves the right to terminate the agreement by operation of law, without prior notice of default and without judicial intervention, in the event of bankruptcy, apparent insolvency, suspension of payment, court composition of the customer, as well as in the event of any change in the legal situation of the customer which seriously affects the rights of TYPOGRAFICS.
     
  15. The liability of TYPOGRAFICS is limited to proven serious error, gross negligence or intent within the scope of all agreements between TYPOGRAFICS and the customer.

    Within the scope of all agreements with TYPOGRAFICS, the customer renounces by operation of law any form of indirect or immaterial damage and shall in all cases limit himself/herself to claiming compensation of foreseeable, direct and personal damage suffered. In all cases, the liability of TYPOGRAFICS shall be limited to the equivalent of 40% of the invoice amount, including VAT. If TYPOGRAFICS has effected a third-party liability insurance, its liability shall be limited by operation of law to the amount effectively insured.
     
  16. Where the agreement with the customer relates to the processing of personal data by the customer, the customer acknowledges full compliance of such processing with the regulations governing the processing of personal data as laid down in the General Data Protection Regulation of 27 April 2016 (GDPR), as well as relevant national legislation. Within the scope of the agreement with TYPOGRAFICS, the customer shall compensate and, where necessary, indemnify TYPOGRAFICS in principal, interest and costs for any form of loss resulting from the customer’s non-compliance with European and national data protection legislation.
     
  17. Any complaint regarding the goods, services or invoices of TYPOGRAFICS must be addressed in writing by registered letter to the registered office of TYPOGRAFICS, no later than within seven calendar days after the day of delivery or performance, on pain of forfeiture of rights.

    Any action against TYPOGRAFICS, including an action on a warranty, shall be time-barred from the date of the acts on which they are based, directly or indirectly, even if cognisance of these acts occurs at a later date or if the reason for the warranty arises at a later date.

    With regard to specific statements that only appear on the invoice, the complaints must be sent within seven days from the invoice date by registered letter to the registered office of TYPOGRAFICS.
     
  18. If any obligation in either the agreement between TYPOGRAFICS and the customer or the general and/or special terms and conditions of TYPOGRAFICS turns out to be unenforceable, void or in conflict with any mandatory provision, such unenforceability, nullity or invalidity shall not affect the validity and enforceability of the other provisions of the agreement, the general and/or special terms and conditions of TYPOGRAFICS. In such cases, TYPOGRAFICS and the customer undertake, in the spirit of good faith, to pursue the same economic equilibrium as would have been achieved in the absence of unenforceability, invalidity or nullity. Conversely, all legal provisions in favour of TYPOGRAFICS with customer obligations, such as those contained in the Act of 19 April 2014, shall apply automatically to all agreements between TYPOGRAFICS and the customer in addition to the general and special terms and conditions.
     
  19. All agreements between TYPOGRAFICS and the customer are governed by Belgian law. In the event of a dispute, only the courts of Dendermonde shall be competent and Dutch shall be the only language of the proceedings. The parties undertake to organise mediation prior to lodging a claim, except with respect to the collection of invoices or protective measures.
     
  20. These General Terms and Conditions were drawn up in Hamme on 1 June 2018 and replace the general terms and conditions of TYPOGRAFICS of 5 April 2016.

Special Terms And Conditions For Certain Assignments, Works And Services Of Typografics

  1. General
    Unless otherwise agreed in writing in advance, the current special terms and conditions of sale shall apply to all agreements between TYPOGRAFICS and the customer relating to the assignments, works and/or services set out below. The mere fact that the customer entrusts the following assignment(s) to TYPOGRAFICS shall result in an irrefutable presumption that it has taken cognisance of these special terms and conditions and has expressly accepted them in advance.

    Insofar as these special terms and conditions deviate from the General Terms and Conditions of TYPOGRAFICS, the application of these special terms and conditions shall take precedence. In that case, the General Terms and Conditions shall apply as an additional title and to the extent that the special terms and conditions do not deviate therefrom.

    Therefore, the special terms and conditions of sale appearing on the customer’s documents cannot be relied on against TYPOGRAFICS, even if TYPOGRAFICS uses customer’s forms that contain such terms and conditions or if these customer’s terms and conditions state that they apply exclusively.

    Acceptance of order forms or sending an order confirmation shall never imply that TYPOGRAFICS accepts the special purchase conditions of the customer.
     
  2. Training assignments
    The training courses shall be limited to what has been agreed in writing. TYPOGRAFICS only provides further guidance beforehand or afterwards, subject to separate written agreements and fees. Furthermore, TYPOGRAFICS does not provide any guarantee on any result, which, incidentally, depends on the participants themselves.

    The invoices for the training courses shall always be due 5 days before the start of the training course. The customer may unilaterally cancel the training assignments ordered at no cost up to 14 calendar days before the first training date, after which the full amount shall in any case be due and invoiced.
     
  3. Graphic design
    The assignment for graphic design shall be limited to what has been agreed in writing. TYPOGRAFICS shall always be free to choose the font and other graphic elements. Specifically for websites, the process takes place in steps where it is not possible to go back on previous steps and the customer therefore accepts these on a step-by-step basis as they are communicated by email, irrevocably in accordance with this notification.
     
  4. Printed matter
    The customer undertakes to approve the proof or print-ready PDF within 48 hours after it has been sent. The absence of a response within that period shall irrevocably be considered as an approval for printing by the contracting parties.

    TYPOGRAFICS shall always be free to choose the font and other graphic elements and shall not be responsible for the typographical quality of the ready-to-record models or files of formatted pages it receives from the customer.

    In derogation from Article 17 of the TYPOGRAFICS General Terms and Conditions, complaints relating to printed matter must be submitted in writing within 48 hours of receipt of the delivery.
     
  5. Assignments on location
    For assignments on location, the client’s request for the fulfilment of a specific assignment by the service provider must be submitted at least 24 hours before commencement of the assignment. Before commencement of the assignment on location, a confirmation will be sent with the agreed days within which the assignment will be carried out on location. In case of cancellation of an assignment by the client after the request or after the confirmation, for whatever reason, the following fees shall be due:
    - a payment for the hours worked in accordance with the agreed hourly rate excluding VAT;
    - a fixed compensation for the hours not worked as a result of the cancellation of EUR 500 (excl. VAT) per half day, subject to proof of additional damage.
     
  6. The current special terms and conditions of sale were drawn up in Hamme on 1 June 2018 and replace the terms and conditions of sale of TYPOGRAFICS with respect to the above stated assignments, works and services of 5 April 2016.

Typografics Special Terms And Conditions Website Set Up (WSU) And Website Support (WS)

A. Terms and Conditions for WSU and for WS

  1. 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 customer relating to WSU and WS and the mere fact of the assignment by the customer creates an irrefutable presumption that he has taken cognisance of these special terms and conditions and has expressly accepted them in advance. Insofar as these special terms and conditions deviate from the General Terms and Conditions of TYPOGRAFICS, the application of these special terms and conditions shall take precedence. In that case, the General Terms and Conditions shall apply as an additional title and to the extent that the special terms and conditions do not deviate therefrom. Therefore, the general and special terms and conditions of sale appearing on the customer's documents cannot be relied on against TYPOGRAFICS, even if TYPOGRAFICS uses customer's forms that contain such terms and conditions or if these customer's terms and conditions state that they apply exclusively. Acceptance of order forms or sending an order confirmation shall never imply that TYPOGRAFICS accepts the special purchase conditions of the customer.
     
  2. The WSU relates to the graphic, artistic and technical development and set-up of websites and the WS relates to the maintenance and management of the website in two possible forms, namely the Flex Formula and the All-in service packs.
     
  3. At the customer's request, TYPOGRAFICS will make an analysis and, accordingly, an offer tailored to the customer's wishes. Functionalities or other additional work not included in this offer are the subject of separate invoices on the basis of the market rates applicable at that time. Offers shall be valid, subject to written exceptions, for a period of thirty days from their date.
     
  4. TYPOGRAFICS uses both open source software and customer-supplied software for its services. Under no circumstances, TYPOGRAFICS shall be held liable for direct or indirect damage caused by this software.
     
  5. Under no circumstances shall TYPOGRAFICS be liable for the content of a website and in principle it does not check or supervise either the content or the origin or the authors and other persons or organisations behind the website. Therefore, the customer shall be exclusively responsible for the content of the website, even if the customer obtains the information from third parties or if third parties can place their own contributions in any form on the website and the customer acknowledges that TYPOGRAFICS shall only be a neutral conduit, where appropriate. The customer expressly refrains from publishing or offering information that is contrary to Belgian, European or international law, including but not limited to libellous, defamatory, offensive, threatening, insulting, racist, inflammatory or discriminatory information or information that is contrary to public order or good morals or that is socially offensive and may lead to public protest. The customer shall indemnify TYPOGRAFICS against any claim by third parties in respect of the principal, interest and costs directly or indirectly related to the content of the website and the customer shall waive any possible claim directly or indirectly related to the content of the website in favour of TYPOGRAFICS. The customer shall further compensate TYPOGRAFICS for all losses of principal, interest and costs that TYPOGRAFICS may incur as a result of the content of the website, infringements of this article and other infringements of the agreement between the customer and TYPOGRAFICS
     
  6. The customer shall grant TYPOGRAFICS the irrevocable and unconditional right to have the website, set up in whole or in part by TYPOGRAFICS on behalf of the customer, as well as the customer's logo, with the exception of any separate databases linked to that website, included in whole or in part in the portfolio and in any other form of TYPOGRAFICS publicity as reference material for new customers and potential customers, through the appropriate media. By establishing this right in favour of TYPOGRAFICS, the customer renounces any remuneration or compensation for this right.
     
  7. In the event of liability on the part of TYPOGRAFICS, the customer shall waive any form of consequential and moral damage by operation of law and shall in all cases limit himself to claiming direct material damage.

    B. Additional terms and conditions only for WSU
     
  8. For WSU assignments an advance of 25% shall be requested, unless stated otherwise. This advance may be invoiced at the time of signing the offer or order form. In the event of non-payment within 30 days of signature, TYPOGRAFICS reserves the right to terminate or suspend the intervention or assignment. Before the start of the project, the customer must pay an advance of 50% of the total quoted price, without prejudice to the above amount that is set-off, when applicable. The same rule shall apply in the case of the functionalities referred to in Article 3 or other additional work. TYPOGRAFICS shall have the right to suspend the performance of all work until the customer has paid this advance. 75% of the quoted price shall be payable upon delivery of the website on the test server, after the content input and design. 25% of the quoted price shall be payable when the website goes live.
     
  9. If the customer cancels the WSU agreement before the start of the work, he shall owe a fixed compensation of 30% of the offer (excl. VAT). In the event of cancellation after the start of the work, the customer shall owe the full price of the offer as compensation for damages as a lump sum compensation, without TYPOGRAFICS being obliged to further complete the website.
     
  10. The application, assignment and any use of a domain name and/or IP address within the scope of an 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 a sovereign decision about the assignment of a domain name and/or IP address. TYPOGRAFICS only plays an intermediary role in the application and does not provide any guarantee that the domain name will be assigned. TYPOGRAFICS can never be held liable for the loss by the customer of his right(s) to a domain name, nor for the fact that the domain name may meanwhile be applied for and/or obtained by third parties.
     
  11. The customer shall grant TYPOGRAFICS the irrevocable and unconditional right to have all or part of the assignment set up by TYPOGRAFICS, in whole or in part, on behalf of the customer, as well as the customer's logo, included in the portfolio and in any other form of TYPOGRAFICS publicity as reference material for new customers and potential customers, through the appropriate media. By establishing this right in favour of TYPOGRAFICS, the customer renounces any remuneration or compensation for this right.

    C. Additional terms and conditions only for WS
     
  12. Flex Formule and the All-in service packs are agreements on website support and have a fixed term of one year. The technical characteristics and nature of the services of the latter two forms is described in detail in their respective technical data sheets.
     
  13. As a rule, these services are payable in advance and are invoiced annually.
     
  14. Unless written notice of termination is given 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 agreement. In the event of cancellation or premature termination, the customer shall owe the full fee for the current year, whereby he shall waive any right to a refund of the months that have not yet expired but have been paid.
     
  15. TYPOGRAFICS acquires the right, either in case of violation of the general or special conditions, or by order of court or government, or in case of all other circumstances that make this useful or necessary, to take the website offline with immediate effect. In this case, TYPOGRAFICS cannot be obliged to reactivate the website, but the customer shall be free to find a new webmaster who can take over the task. If applicable, TYPOGRAFICS shall provide the new webmaster with the necessary technical elements without assuming any responsibility and provided that all costs and all outstanding invoices in respect of principal, interest and costs have been paid in advance by the customer. If necessary, the customer shall in all circumstances waive his right to any damages or compensation of whatever nature.
     
  16. These special terms and conditions of sale were drawn up in Hamme on 1 June 2018 and replace the special terms and conditions of sale of TYPOGRAFICS of 27 June 2016.