General terms and conditions
Below you will find the general terms of delivery of MonkeyProof BV. These conditions apply to all deliveries by Monkeyproof BV, to the exclusion of other conditions from the other parties, unless explicitly stated otherwise in a written agreement. By signing a contract or order form, each of the other parties declares its agreement with these terms of delivery. These conditions were last amended on 01 August 2011 and are known as “general conditions v1.2″
- Website: a coherent whole of digital internet pages including any associated digital images, scripts and databases.
- Maintenance of a website: the incorporation by MonkeyProof BV of new information supplied by the client (text & images) in the existing website of the client, or writing new or changing existing texts in the existing website of the client
- Client: the natural or legal person with whom MonkeyProof BV concludes an agreement for the provision of services.
- By signing an agreement with MonkeyProof BV, the client declares that he is aware of and accepts the general terms and conditions of MonkeyProof BV.
- Deviation from the general conditions of delivery is only possible when explicitly included in a written agreement between the client and MonkeyProof BV.
Offers and acceptation
- All offers and quotations by MonkeyProof BV are without obligation.
- Offers and quotations by MonkeyProof BV are valid for 1 month, unless another term is indicated by MonkeyProof BV. Invoicing shall take place on the basis of the order form and any additional work ordered or carried out in the course of the order.
- Amendments to the original agreement between the client and MonkeyProof BV are only valid from the moment that these amendments are accepted by both parties through an additional or amended agreement.
- A combined quotation does not oblige MonkeyProof BV at all to perform part of the assignment at a corresponding part of the quoted price.
- Offers or quotations do not automatically apply to future orders.
- The client acknowledges e-mail or fax correspondence as legal, valid evidence in application of Article 2281 of the Civil Code.
Implementation of the agreement.
- MonkeyProof BV shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
- If and to the extent required for a proper execution of the agreement, MonkeyProof BV has the right to let third parties perform certain works, whether or not in subcontracting.
- The client shall ensure that all information which MonkeyProof BV indicates to be necessary or which the client should reasonably understand to be necessary to execute the agreement, shall be submitted to MonkeyProof BV in time. If the required information is not submitted in time to MonkeyProof BV, MonkeyProof BV is entitled to suspend the execution of the agreement and / or charge the client for the additional costs resulting from the delay according to the usual rates.
- MonkeyProof BV is not liable for damage of any kind, due to incorrect and / or incomplete information provided by the client, unless this incorrectness or incompleteness should have been known by MonkeyProof bvba.
- If it is agreed that the agreement will be executed in phases, MonkeyProof BV may suspend the execution of the parts belonging to a subsequent phase until the client has approved the results of the previous phase in writing.
- If MonkeyProof BV or third parties engaged by the client carry out work in connection with the order on the client’s premises or on a location designated by the client, the client shall the facilities reasonably required by the employees free of charge.
Duration and termination
- Designing, programming, (re)styling
- The design, styling, restyling or reworking of a new website or other computer programs is a contract performed on a time and materials basis. Work for which no delivery time has been agreed in advance shall be performed within a reasonable period of time.
- The execution period shall be suspended in the cases provided for in Articles 4.3, 6.2, 6.4, 7 and 9.
- The execution period ends with the provisional delivery, which takes place tacitly at the time of the publication on the internet.
- After publication on the internet, there is a period of eight days in which the client can make remarks, after which the website is deemed to have been definitively delivered.
- Hosting a website & managing domain names
- Unless otherwise agreed, all hosting contracts are concluded on an annual basis. The contract shall start as soon as the necessary space is freed on one or more servers and shall be tacitly renewed for a further period of one year unless notice of termination is received at least one month before the expiry date.
- Late payment of one or more hosting invoices shall, as of the eighth day after notice of default, constitute grounds for deactivation of the website and removal or overwriting of the data, whereby the invoice amount shall remain due in full.
- Unless explicitly agreed upon, the client is responsible for the transfer of a website in the event of termination of the hosting agreement. If the assistance of Monkeyproof BV is requested for this, these performances shall be charged on a time and materials basis.
- Service contracts
- Service contracts commence on the day of provisional delivery as stipulated in 5.1.3. and are entered into for an indefinite period, unless explicitly agreed otherwise.
- Service contracts of indefinite duration may be terminated at any time subject to a notice period of at least three months.
- Late payment of one or more invoices relating to maintenance shall, from the first day after the due date, suspend the right to maintenance services, while the remaining instalments will remain due in full.
- MonkeyProof BV may terminate an agreement with the client immediately when the client does not, improperly or incompletely comply with the agreements concluded with MonkeyProof BV including the corresponding terms and conditions of delivery.
- MonkeyProof BV has the right to terminate the agreements with immediate effect without notice of default or court intervention if the client is declared bankrupt, has applied for or obtained a moratorium or has otherwise lost free control over all or part of his assets. In those cases, the client will not be entitled to any damages.
Conditions of delivery
- After receiving the required information, texts and/or visual material, MonkeyProof BV will start to create the agreed products and/or services as soon as possible and will inform the client of the expected delivery time.
- When designing a new website MonkeyProof BV first makes a basic design and submits it for approval to the client. The latter checks this draft and passes on any comments, remarks or observations to MonkeyProof BV as soon as possible. If the client does not respond to the basic design within a reasonable period, MonkeyProof BV assumes that the client agrees with the basic design. After receiving the reactions of the client on the basic design or the absence of such reactions within a reasonable period of time, MonkeyProof BV will proceed with the completion of the entire website.
- Websites created by MonkeyProof BV are delivered to the client in a way to be specified (ftp, e-mail, diskette or CD-ROM).
- If an advance payment was stipulated in the offer phase, the client shall be obliged to pay the advance payment after signing the order form. MonkeyProof BV reserves the right to suspend the execution of the order until the agreed advance payment has been received.
- MonkeyProof BV accepts no liability when MonkeyProof BV cannot fulfil its obligations due to force majeure or any other cause.
- In the event that the force majeure is only temporary, MonkeyProof BV will try to fulfil all obligations from the moment that this is reasonably possible again. When concluded in mutual agreement between the client and MonkeyProof BV that this is no longer possible, the agreement shall be revised or dissolved by mutual agreement. Any services already rendered by MonkeyProof BV up to the moment of force majeure shall still be invoiced.
- All prices for private individuals are inclusive of VAT, unless expressly stated otherwise. Prices to VAT payers are always quoted exclusive of VAT.
- The rates quoted are in principle fixed. However, a lifetime adjustment (=indexation) is possible as soon as the originally agreed price is more than one year old, or a price adjustment if rising exchange rates or other external causes have caused the price of raw materials, software or components to increase by at least 10%.
- Other rate changes will be announced by MonkeyProof BV to the client at least 2 months in advance. The latter shall be entitled to terminate the agreement from the moment the adjusted rates come into force, but only in the event that the rate change implies a price increase. Price reductions cannot constitute grounds for termination.
- From the moment an agreement for the design is concluded between the client and Monkeyproof bvba, the client is obliged to pay. The client must pay the amount due within 30 days after the invoice has been sent by MonkeyProof BV.
- In case of a service agreement for a website, MonkeyProof BV sends the client an invoice every quarter. The client must pay the amount due within 30 days after the invoice has been sent by Monkeyproof BV. The service period and the payment term can be changed in a written agreement to the contrary.
- From the moment the client exceeds the term of payment, he shall be in default, without a reminder or notice of default being required, and the client shall owe MonkeyProof BV the official rate of interest on the outstanding amount, as provided in the law on late payments in commercial transactions, as from the due date.
- In addition, the client shall either owe the actual collection costs or a compensation of 10% of the invoice amount, with a fixed minimum of EUR 200 and a maximum of EUR 2000 per invoice, at the discretion of MonkeyProof BV.
- In such cases MonkeyProof BV reserves the right to temporarily cease any ongoing work or services until the amounts due are received.
- All objections concerning the delivered or invoiced services must be sent to MonkeyProof BV within eight days on penalty of cancellation.
- The client will only become the owner of, or have the right to use, the goods and/or services delivered from the moment it has fulfilled all its obligations vis-à-vis MonkeyProof BV.
- All material produced by MonkeyProof BV may not, without the express permission of MonkeyProof BV, be edited or incorporated in other websites than the one it was originally made for.
- The ownership of ideas, concepts or designs provided by MonkeyProof BV remains with MonkeyProof BV, unless expressly otherwise agreed in writing. In the latter case MonkeyProof BV can stipulate a compensation. In the event of a breach of the said ownership, MonkeyProof BV is entitled to charge a reasonable fee.
- MonkeyProof BV reserves the right to use the knowledge it acquired from the performance of the work for other purposes, insofar as no confidential information is brought to the attention of third parties.
- Insofar as MonkeyProof BV depends, in relation to its activities, on the cooperation, services and supplies of third parties, on which MonkeyProof BV has little or no influence, MonkeyProof BV can in no way be held liable for any damage whatsoever arising from these relationships with MonkeyProof BV or the termination thereof regardless of whether this damage occurs or becomes visible during the relationship with MonkeyProof BV.
- In case of attributable failure in the fulfilment of the agreement MonkeyProof BV shall only be liable for compensatory damages up to the invoice amount. Any liability of MonkeyProof BV for any other form of damage is excluded, including compensation for indirect damage, consequential damage or damage due to lost sales or profits.
- The client must take into account that information sent via the Internet can be intercepted by third parties. MonkeyProof BV cannot be held liable for damage in any form caused by sending confidential or secret information. The client shall take out adequate insurance against this, waiving any recourse against MonkeyProof BV and indemnifying the latter against principal, interest and costs.
- MonkeyProof BV is not responsible or liable for the content of the material supplied by the client and placed on the client’s website.
- MonkeyProof BV is also not responsible for the links that are placed on a website. The client shall ensure that it has the necessary permissions and the right to place links to external websites.
- The content of the data that is spread and publishes remains in all cases the client’s own responsibility. MonkeyProof BV is not considered to restrict or supervise it, and neither will MonkeyProof BV accept any liability for the content of their own publication. All necessary copyrights, fees, expenses or fines shall be borne by the client.
- The client shall indemnify MonkeyProof BV for any claim for principal, interest and costs regarding matters for which he is himself responsible.
- The client must immediately inform MonkeyProof BV in writing of any changes in client information.
- This applies to any change of address, change of contact person or authorised person, telephone, fax data, email addresses, domain names, etc..
Transfer of rights and obligations
Neither MonkeyProof BV nor the client are entitled to transfer their rights or obligations arising from concluded agreements to a third party without prior written consent of the other party.
- MonkeyProof BV will not provide personal information of the client to third parties without a legal obligation to do so. This also applies to any confidential information provided to MonkeyProof BV for the execution of an agreement.
- The client’s identity information is stored in our database for internal use. The client has the right to request in writing that his data be changed or deleted at any time.
- By accepting these terms and conditions, the client authorises the use and communication of his identity data for promotional purposes. However, the client may at any time request in writing that his data be amended or deleted from our database.
- If necessary, changes to an agreement can be made after written confirmation of both parties. This may change the agreed time of delivery. MonkeyProof BV will notify the client as soon as possible of the new completion date and any financial consequences.
- MonkeyProof BV is free to refer to the delivered end products as reference for promotional purposes, unless explicitly agreed otherwise.
Disputes and applicable law
- If a court judgment declares one or more articles of these conditions invalid, the remaining provisions of these general conditions shall remain in full force and MonkeyProof BV and the client shall consult to create new provisions to replace the invalid provisions.
- All offers made and agreements concluded under these terms and conditions shall be governed exclusively by Belgian law.
- In the event of disputes regarding the interpretation, applicability, termination, cancellation or execution of the agreement, or the contents of these terms and conditions or any other related subjects, with the exception of the payment of undisputed invoices, the parties undertake to call upon the mediation of a recognised mediator before taking any legal action, on pain of inadmissibility.
- Without prejudice to the above, and for all other matters, all disputes arising directly or indirectly from the agreement or related to it shall be brought before the Belgian territorially competent court in Dendermonde, which shall have exclusive jurisdiction.
- These conditions are also published on MonkeyProof’s website: monkeyproof.be/en/terms-and-conditions/
- These conditions are subject to printing errors.
- The latest version in force at the time of the conclusion of the agreement shall always apply.