In these general terms and conditions, the following definitions shall apply:
Baptist Standaert, we, us, our or our: In The Limelight, established at Witteleertouwersstraat 48 8000 Bruges Belgium, registered with VAT identification number: 077.2491.766
Customer, you, your or you(w): The user of any of our offered services and/or the visitor to our website(s).
Article 1 General
1. These general conditions apply to every offer, quotation and agreement between "Client", hereinafter referred to as "the client" and In The Limelight. To which In The Limelight has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in writing.
2. These general terms and conditions replace all previous versions and apply to all quotations, offers and contracts of In The Limelight and its client.
3. These general conditions are also written for the employees of "the client" and its management.
4. If a situation arises between the parties which is not regulated by these general terms and conditions, such situation shall be assessed in the spirit of these general terms and conditions.
Article 2 Quotations and offers
1. All quotations and offers of In The Limelight are without obligation, up to the moment of acceptance by "the client". Acceptance is established by the signing of "the cooperation agreement" by "the client". "The cooperation agreement" becomes an effective contract upon its signing and supersedes all previously concluded oral and/or written agreements.
2. In The Limelight cannot be held to its quotations or offers if "the client" can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3. The prices stated in "the cooperation agreement" are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise stated.
4. A composite quotation does not oblige In The Limelight to carry out part of the assignment at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3 Contract duration; delivery periods, performance and amendment of agreement
1. The agreement between "the client" and In The Limelight is entered into for the duration determined in the cooperation agreement, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. The date of delivery is given as an indication only and does not bind In The Limelight. Delay in delivery shall not entitle the client to compensation or price reduction, nor to dissolution of the agreement.
3. If In The Limelight requires data (information, documents, originals, images, logins, etc.) from "the client" for the execution of the agreement, the term of execution does not commence until after "the client" has made these available to In The Limelight correctly and completely and within 5 working days.
4. In The Limelight has the right to have certain work carried out by third parties.
5. In The Limelight is entitled to execute the agreement in several phases and to invoice the part thus executed separately.
Article 4 Suspension, dissolution and premature termination of the agreement
1. In The Limelight is authorised to suspend the fulfilment of its obligations or to dissolve the agreement if:
2. "The client" is guilty of a serious contractual default which "The client" fails to remedy within 8 days of receiving a notice of default sent by post. In this case, In The Limelight shall have the right to either suspend the contract until "The Client" has fulfilled its commitments or terminate the contract with immediate effect.
3. The non-payment of one or more invoices on their due date, will always be considered a serious contractual default.
4. Upon termination of the agreement, "the client" shall pay for all services rendered by In The Limelight, as well as the costs incurred by In The Limelight as a result of this termination, plus a lump-sum compensation of 50% of the amount that In The Limelight could still have invoiced to "the client" if the agreement had been fully executed.
5. Nevertheless, each party accepts to grant the other party a reasonable period to remedy its possible shortcomings and to always seek an amicable settlement first.
6. The contract may be terminated at any time in writing or by mail, one month before the expiry of the current contract. Without such termination, the agreement shall be tacitly extended by one month each time.
7. At each renewal (tacit or written renewal of the agreement), In The Limelight has the right to elaborate new conditions and include them in the renewed agreement. In The Limelight undertakes to inform the client accordingly.
8. Projects put "on hold" by In The Limelight on the one hand or "the Client" on the other shall not give rise to suspension of payment.
9. If the Other Party cancels a placed order in full or in part, the items ordered or prepared for it, plus any supply and delivery costs thereof and the working time reserved for the execution of the agreement, shall be charged in full to the Other Party.
Article 5 Force majeure
1. In The Limelight cannot be held liable for shortcomings in the performance of the agreement due to force majeure.
2. In these general conditions, force majeure means all external causes, foreseen or unforeseen, over which In The Limelight cannot exercise any influence, but which prevent In The Limelight from fulfilling its obligations.
3. This includes poor or non-compliance with the agreement by third parties or "the client" itself.
4. In The Limelight may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement, without any obligation to pay damages to the other party.
Article 6 Payment and collection costs
1. Unless otherwise agreed, payment must be made within 30 days of the invoice date, (in a manner to be indicated by In The Limelight), unless otherwise indicated in writing by "the client". In The Limelight is entitled to invoice periodically.
2. All invoices are payable on their due date by transfer to In The Limelight's account number being KBC BE20 7340 5380 0956.
3. Each payment shall be charged against the oldest due invoice, and first against interest and costs due. Allowed discounts expire in the event of non-compliance with the general terms and conditions.
4. Payments to third parties, such as: paying registrations, domain name registration, visitor statistics, hosting, click budgets, media budgets, conversion fees, and the like shall be invoiced in full to the client, unless it has been agreed to direct these costs to third parties to the client.
5. Disputes must be made known to In The Limelight - by registered letter - within seven working days of the invoice being sent. A dispute can under no circumstances justify a postponement or suspension of payment.
6. If "the client" fails to pay an invoice on time, "the client" shall be in default by operation of law. "The client" shall then owe interest of 10% per month, unless the legal interest rate is higher, in which case the legal interest rate shall be due. The interest on the amount due and payable shall be calculated from the moment "the client" is in default until the moment of payment of the amount due in full.
7. If "the client" fails to make payment within 8 days of receiving a registered notice of default from In The Limelight, "the client" shall owe default interest at the interest rate stipulated in Art. 5 Law of 2 August 2002 combating late payment in commercial transactions.
8. All reasonable costs for obtaining extrajudicial satisfaction shall be borne by "the client". Extrajudicial costs are calculated on the basis of what is customary in Belgian collection practice. However, if In The Limelight has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from "the client". "Client" shall also owe interest on the judicial and execution costs due.
Article 7 Retention of title
1. All goods delivered by In The Limelight - within the framework of the agreement - remain the property of In The Limelight until "The client" has properly fulfilled all obligations under the agreement(s) concluded with In The Limelight.
2. Goods delivered by In The Limelight, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment.
Article 8 Liability
1. If In The Limelight should be liable, this liability shall be limited to what has been arranged in this provision.
2. In The Limelight is not liable for damage, of whatever nature, incurred because In The Limelight relied on incorrect and/or incomplete information provided by or on behalf of "The client".
3. Under no circumstances can In The Limelight be held liable for any kind of damage to third parties, caused by "The client", which would result from the use, unlawful or otherwise, of its products or services.
4. In The Limelight cannot be held liable for damages caused by "the client" itself or by third parties (e.g. hosting, Affiliate sites, Google, et al.)
5. In The Limelight shall not be liable for any indirect or incidental damages or loss of income that the client may suffer as a result of the provision of the services during the agreement.
6. If In The Limelight should be liable for any kind of damage, In The Limelight's liability shall be limited to a maximum of the total value of the concluded agreement.
7. In The Limelight shall only be liable for direct damage or through gross negligence in the performance of the agreement.
8. In The Limelight does not guarantee success, chances of success and returns, nor can it be held liable for failure to achieve the results. This is because these results are strongly influenced by external factors, both online and offline, over which In The Limelight has no control. For example: actions of "the client" himself, as well as third parties such as Google, Yahoo, Affiliate sites, et al. Furthermore, "the client" also recognises the online competition rate or randomness of search engines as a working force on results.
9. To achieve the stated purpose of the agreement, In The Limelight will depend on the service, software and services of other parties for certain services. Media budgets prepared in advance by In The Limelight are indicative only and may differ from the amounts invoiced by third parties. In the event of different amounts, the invoices from third parties in question shall be considered actual amounts and/or numbers.
Article 9 Intellectual property
11. Intellectual property shall mean all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyright, neighbouring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawings or models, patents, applications for patents, domain names, 'know-how', as well as rights to databases, computer programmes, etc.
12. "The Client" warrants and indemnifies In The Limelight for the accuracy and completeness of all material and information, in whatever form, made available by him to In The Limelight in the context of the execution of the agreement. "The client" also warrants that the use of such material and information does not violate national or international regulations, or the rights of third parties, and indemnifies In The Limelight against any possible claim by third parties relating to such material or information.
13. Upon any editing (or modification) by the client (or third parties) to the website (or tools) on which In The Limelight provides its services, "the client" shall notify In The Limelight immediately.
14. "The client" accepts and acknowledges that the performance and services of In The Limelight may be seriously affected and/or hindered by this, due to modifications of which In The Limelight was not informed in advance.
15. In The Limelight cannot be held liable for the consequences, caused by full or partial shortcomings of "the client" to his obligations, mentioned under article 2.
Article 10 Applicable law - competent court
1. All legal relationships to which In The Limelight is a party shall be governed exclusively by Belgian law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there.
2. The courts of Dendermonde have exclusive jurisdiction to hear disputes, unless the law imperatively prescribes otherwise. Nevertheless, In The Limelight has the right to submit the dispute to the judge competent according to the law.
3. The parties shall only appeal to the court after they have made every effort to settle a dispute by mutual agreement.
Article 11 Location and amendment of terms and conditions
1. These terms and conditions have been filed with the Chamber of Commerce in West Flanders.
2. Applicable is always the last deposited version as it applied at the time the legal relationship with In The Limelight was established.
3. The Dutch text of the general conditions is always decisive for its interpretation.