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Terms & conditions.

AMAZING CULTURES BV, a private limited company (“ besloten vennootschap”) incorporated and existing under Belgian law, with registered office in Belgium at Pieter van Maldereplein, 2650 Edegem and registered with the Crossroads Bank for Enterprises (“Kruispuntbank van Ondernemingen”) under number 0777.535.271 (RLE Antwerp, division Antwerpen), hereinafter referred to as the ‘Company’.

  1. APPLICABILITY
    1. Without prejudice to the application of any particular terms and conditions contained in a separate, written agreement, these general terms and conditions shall apply to every offer, quotation or agreement by and between the Company and the client. These general terms and conditions apply (without being exhaustive) both when the Company provides its services directly to the end client and when the Company provides its services as a subcontractor.
    2. The conclusion of an agreement with the Company shall entail the full cognizance and the full and unconditional acceptance of these general terms and conditions.
    3. The Company reserves the right to amend these general terms and conditions at all times. Unless the client rejects the amended or new general terms and conditions within a period of 7 days after they were notified to the client, they will enter into force automatically after expiration of the said period.
    4. The application of the general terms and conditions of the Company shall exclude the application of any other (general or particular) terms and conditions of the client.
  2. AGREEMENT
    1. The quotations of the Company given to clients shall be without obligation and shall not be binding. Quotations shall be valid for a period of 30 (thirty) days following the date on which the quotation was drawn up. Orders from a client shall only bind the Company after the Company has given its written confirmation of the order or after the Company started performance of the services included in the order concerned.
    2. An agreement shall be concluded by and between the Company and the client only by (i) the signing of an order or any other written agreement by the Company or by a person explicitly designated by the Company for that purpose, or (ii) by the performance of the agreement by the Company. An agreement between the Company and the client can thus (only) take the form of a written agreement, a quotation that was explicitly or implicitly accepted by the client and explicitly declared binding by the Company or a quotation that was explicitly or implicitly accepted by the client and implicitly declared binding by the Company by starting the provision of the services included in the quotation concerned.
    3. All quotations of the Company shall be drawn up on the basis of the wishes of and such data as provided by the client. Any change in these data may lead to a revision of the price.
    4. The Company and the client agree that ordinary, advanced or qualified electronic signatures under the eIDAS Regulation (Regulation (EU) No. 910/2014) and scans of a legally signed document sent via email have the same probative value as an original handwritten signature.
  3. OBLIGATIONS
    1. The Company shall provide the services to the best of its ability. In this connection, the Company may carry out all desired operations and gather information that it shall deem reasonably necessary in order to properly provide the services. The services provided by the Company shall however always constitute a best efforts obligation and under no circumstances an obligation of result.
    2. In order for the Company to provide the services, the client shall be required to provide in due course the necessary information and explanations as to the wishes of the client. The Company shall be entitled to suspend the provision of its services for as long as the client does not fulfill this obligation.
  4. PRICES
    1. Unless the parties agree to another compensation arrangement in writing, the Company shall provide the services at the price indicated in the agreement between the Company and the client.
    2. The prices shall be exclusive of VAT, whereby VAT and any other taxes or duties related to the services provided by the Company (inclusive of all taxes or duties which should enter into force as of the effective date of the agreement), shall be borne fully by the client. The prices shall moreover be exclusive of any costs entailed by the intervention of third parties, as indicated in the quotation.
    3. The[1] Company shall be entitled to adjust agreed prices at any time following agreement in the event of an interim increase in the prices of internet and telephone cost, labour cost, water and energy cost and/or transport cost within its Company. This price increase will take place in accordance with the following formula, in which p = new price, P = agreed price, a = 40% (estimated share of g/G in the price), g/G = level of increase in the total internet and telephone cost within the Company between the date the price was agreed and the date the price adjustment is applied, b=20% (estimated share of l/L in the price), l/L = level of increase in total labour cost within the Company between the date the price was agreed and the date the price adjustment is applied, c=10% (estimated share of e/E in the price), e/E= level of increase in the total cost of water and energy within the Company between the date the price was agreed and the date the price adjustment is applied, d = 10% (estimated share of t/T in the price), t/T = level of increase in the total cost of transportation within the Company between the date the price was agreed and the date the price adjustment is applied, e = 20%: p = P x ((a x g/G) + (b x l/L) + (c x e/E) + (d x t/T) + e). In such case the Company shall notify the client 14 days prior to the price increase.
  5. PAYMENT
    1. Unless otherwise provided for in the agreement between the Company and the client, the Company will send an advance invoice for each project of about (and without being bound by this amount) 20% of the total project price and will send its remaining invoices to the client on a monthly basis. The Company may at any time waive its right to send an advance invoice and invoice the total price on a monthly basis, send a single invoice for a project or otherwise modify its invoicing-policies.
    2. Unless otherwise provided for in the agreement between the Company and the client or in an invoice, the advance invoices of the Company shall be payable by the latest 8 (eight) days after the date of issuance thereof, all other invoices of the Company shall be payable by the latest 30 (thirty) days after the date of issuance thereof. The invoices shall be paid in Euros by transfer to the bank account indicated on the invoice concerned.
    3. At any time and without having to give up any reason or motivation, the Company shall be entitled to claim an advance-payment of any invoice in full, that shall be made within 3 (three) business days upon request, failing which the service shall be suspended until payment is made.
    4. Complaints concerning an invoice shall be admissible only if the client informs the Company thereof in detail in writing within a period of 7 (seven) business days as of the issue date of the invoice (without such notice entailing any acceptance of the contents thereof on the part of the Company). In the absence of such notice, the invoice shall be deemed accepted by the client without any reservation. In the event an invoice is disputed by the client, the undisputed amount of the invoice shall remain due and payable by the client.
    5. If an invoice is not paid when due, all other claims of the Company on the client which have not yet fallen due shall become due by operation of law and without prior notice of default.
    6. If an invoice is not paid when due, the Company has the right to suspend the provision of all ongoing services, likewise without prior notice of default or compensation.
    7. If an invoice is not paid when due, the client shall automatically and without prior notice of default, be liable to pay interest at the rate of the law of 2 August 2002 [2] on combatting late payment in commercial transactions (BS 07/08/2002), starting from the due date of the invoice until the complete payment of the invoice. In addition, notwithstanding its right to claim an indemnity for the actual damages it has suffered in case of late payment of an invoice and without prior notice of default, the Company is automatically entitled to the payment of a lump sum amount of 10% of the invoiced amount, with a minimum of 250 EUR to cover administrative costs.[3]
  6. COMPENSATION
    1. The Company is entitled, without prior notice and effective immediately, to set-off any payment obligation owed by the client to the Company under any contract parties may have entered into, against any obligation owed by the Company to the client, whether or not due and regardless of the place of payment or currency of the obligation.
    2. By entering into an agreement with the Company, the client waives any right to set-off part or all of any payment due to the Company against amounts due from the Company to the client, under the agreement or under any other document.
    3. The client agrees that the Company has the right to deduct any debt due before its due date from the amount due to the client in the event that the client is adjudicated bankrupt, or insolvent, corporate reorganization or insolvency proceedings, liquidation proceedings or similar proceedings are instituted or threatened to be instituted by or against the client.
  7. TERM AND TERMINATION
    1. The service provision shall commence after the written confirmation of the quotation and shall end when all services have been provided to the client by the Company and the client has made all payments for the services in full, except in the case that a specific term was agreed.
    2. Either party may terminate an open-ended agreement, if so opted in the quotation, by means of a two months’ notice served to the other party by a registered letter, starting from the first day of the month following the month in which the party served notice of its wish to terminate the agreement. The client shall not be entitled to terminate a fixed-term agreement early, except by payment of the full price as indicated in the confirmed quotation.
    3. If a delivery period of goods and or services was agreed in the quotation, it shall at all times be considered strictly for information only, without any obligation of result on the part of the Company.
    4. Agreed periods shall in any event be extended as a result of any delays attributable to the client, a third party and/or force majeure. If, as a result of the delay, the services cannot commence on the planned start day, for instance because the advance-payment agreed upon or requested by the Company was not paid, the client shall be liable to compensate the Company for the ensuing damages.
    5. The Company shall be entitled to terminate the agreement with the client at all times and with immediate effect, without court authorization, without prior notice of default and without payment of any compensation in the following cases: (i) if, despite seven days’ notice of default served in writing, the client continues to fail to comply with one or more of the obligations arising out of the agreement; (ii) in the event of cessation of payments or (application for) bankruptcy by the client; (iii) in the event of liquidation or discontinuance of the activities of the client; (iv) if the control of the client should change; (v) if the client refuses to make an advance-payment pursuant to Article 5.3 of these general terms and conditions; or (vi) if the Company has justifiable reasons to doubt that the client will fulfill its obligations to the Company, for instance if, but without being exhaustive, a financial background check should show that the client is or it threatened to become insolvent. In the event of such termination, the Company reserves the right to claim compensation for the costs, interests and damages it has suffered as a result, and all claims of the Company on the client shall become immediately due.
    6. All notices shall be served to the other party by registered letter.
  8. LIABILITY
    1. Except in the case of fraud or gross negligence, the Company shall at no time be held liable or required to pay compensation for immaterial, indirect, or consequential damage, including (but not limited to) loss of earnings, loss of turnover, loss of income, loss of clientele or claims by third parties.
    2. The total (contractual and extra-contractual) liability of the Company shall at all times be limited to the lowest amount of (i) the price actually paid for the services by the Client or, if the agreement is open-ended or has already been in place for more than six months, the price actually paid during the last six months thereof and (ii) 20.000 EUR[4] .
    3. The client shall guarantee that the information provided to the Company does not infringe the rights of third parties. In any event, the client shall hold the Company fully harmless from any claim on that basis and shall compensate the Company for all possible damages suffered in this respect.
  9. NON-SOLICITATION
    1. If, during the agreement or during a period of 12 (twelve) months after the termination thereof, the client should offer to hire or otherwise retain the services of a (former) worker, employee or other agent of the Company, the client shall be liable to pay compensation of 50,000 EUR to the Company.
  10. SEVERABILITY
    1. If a provision (or part thereof) of these general terms and conditions or of the agreement between the Company and the client should be unenforceable, null and void or contrary to a provision of mandatory law, it shall not affect the validity and enforceability of the other provisions. In such a case, the Company and the client shall negotiate in good faith to replace the provision at issue by an enforceable and legally valid provision which comes as close to the purpose and scope of the original provision.
  11. CONFIDENTIALITY
    1. All information provided or exchanged by and between the Company and the client under or in connection with the agreement shall remain explicitly confidential, with the exception of information that the parties have already disclosed to the public or information of which the public is deemed to be cognizant.
    2. The parties undertake not to disclose, reproduce, or have the information provided to them used for purposes other than those for which it was intended, during as well as after the term of the agreement and for a period of 1 (one year) after the termination thereof.
  12. INTELLECTUAL PROPERTY RIGHTS
    1. Any invention, discovery, drawing, model, trademark, tradename, design or copyright, knowhow or (other) intellectual right created, altered or brought into being under the provision of the services for the client shall be owned in full by the Company without any compensation.
    2. The Company shall, as rightsholder, grant a limited right of use to the client to the intellectual property rights which result or come into being as a result of the provision of the services. Said granted right of use shall be strictly limited to the performance of the usual business activities of the client.
  13. GDPR
    1. Both the Company and the Client process all personal data received from the other party, its clients or staff in accordance with applicable privacy and data protection regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
  14. EXCLUSIVITY
    1. Neither of the parties shall be bound by any obligation of exclusivity, unless expressly agreed otherwise in writing.
  15. ASSIGNMENT
    1. The Company may assign or novate its rights and obligations under these general terms and conditions or under the agreement, in whole or in part, to any of its affiliates and to a third party without the client’s consent.
    2. Without the prior consent of the Company, the Client is not entitled to assign its rights or obligations under these general terms and conditions or under the agreement to an affiliated person or to a third person.
  16. WAIVER
    1. The failure of the Company to enforce its rights under these general terms and conditions or under the agreement at any time and for any period shall not be construed as a waiver of such rights.
  17. FORCE MAJEURE
    1. In the event of force majeure, the obligations of the party which finds itself in the situation of force majeure shall be suspended. The parties shall in such a case make all reasonable efforts to limit the consequences of the said situation. If the situation of force majeure should last for more than 2 (two) months, the other party shall be entitled to terminate the agreement without the need to refer the matter to court, without the other party being liable to pay any compensation to the first party.
    2. Force majeure means the situation in which the performance of the agreement by one of the parties is hindered fully or partially, temporarily or otherwise, by circumstances beyond the control of that party, even if such circumstances were already foreseen or foreseeable at the time that the agreement was concluded. Cases of force majeure shall include, but not be limited to: strikes or lockouts, fire, riots, war, epidemics, floods, electrical, IT, Internet or telecommunication failures, decisions or interventions by the government or errors or delays attributable to third parties, etc.
  18. HARDSHIP
    1. If, during the execution of an agreement, the occurrence of events and/or a change of economic conditions or parameters fundamentally alters the equilibrium of the said agreement, thereby placing an excessive burden on the Company in the performance of its contractual obligations, the Company may require, upon notification to the client, that both the Company and the client meet and negotiate in good faith with a view to revising the agreement in order to restore the contractual equilibrium.
    2. Upon failure to reach an agreement within a period of 10 business days following the notification mentioned in article 18.1, the Company may terminate this Agreement upon 5 business days written notice.
  19. APPLICABLE LAW AND COMPETENT COURT
    1. These general terms and conditions and the agreement between the Company and the client shall be governed by Belgian law, but without any regard to the Belgian rules of private international law.
    2. The Company and the client shall use reasonable efforts to settle all disputes arising out of or in connection with these general terms and conditions and/or the agreement amicably.
    3. All disputes arising out of or in connection with these general terms and conditions and/or the agreement between the Company and the client, which cannot be settled amicably within two weeks of notice of a dispute having been given by one party to the other, shall be finally settled by the courts of Antwerp, section Antwerp.