GENERAL TERMS AND CONDITIONS
Article 1. Application of general terms and conditions:
1.1. These general terms and conditions apply to all offers from and agreements with Frameboy BV, Tarwelaan 46, 8500 Kortrijk, VAT BE 0650787351. These general terms and conditions exclude the applicability of any general terms and conditions of the client, regardless of the moment at which the latter were communicated to Frameboy BV.
1.2. By placing an order, the client acknowledges having read and accepted the general terms and conditions of Frameboy BV.
1.3. Special conditions included in agreements concluded between Frameboy BV and the client shall prevail, in case of conflict, over the provisions of these general terms and conditions, regardless of the date of conclusion of the agreement.
Article 2. Offers and quotations – order confirmation:
2.1. All offers and quotations from Frameboy BV are non-binding until accepted by the client. The agreement is concluded subject to approval by the credit insurer and when the client confirms the quotation unchanged and within the validity period to Frameboy BV. Any order or order confirmation by the client binds the client.
Article 3. Cancellation of the order:
3.1. Any cancellation of an order must be made in writing. If the client cancels an order, the following cancellation fees shall apply, taking into account that Frameboy BV always delivers customized work:
a. Cancellation within 14 days prior to execution of the order: 20% of the total order amount.
b. Cancellation after the commencement of the order: actual damages, being at least the price of executed work and purchased or produced materials, increased by 20% of the total order amount.
The cancellation fee due shall, in any case, be at least equal to the amount already invoiced.
Article 4. Delivery:
4.1. The delivery date is only indicative and does not bind Frameboy BV. Delay in delivery does not entitle the client to compensation, price reduction, or termination of the agreement.
4.2. If the parties have expressly agreed to a binding delivery period in special conditions, this period shall be extended if the client fails to provide information, documents, originals, images (in time) or to approve revised proofs (in time), or if the client places additional orders.
4.3. The risk of loss or damage to goods ordered by the client from Frameboy BV during shipment to the client shall be borne by the client.
Article 5. Risk:
5.1. All goods and digital data belonging to the client and held by Frameboy BV are stored at the client’s risk.
Article 6. Payment terms:
6.1. All invoices are payable on their due date by transfer to the account of Frameboy BV (IBAN BE35 7370 6418 4337 – BIC KREDBEBB). Payments will be applied first to the oldest outstanding invoice, and first to any interest and costs due. Allowed discounts lapse if general sales conditions are not respected.
6.2. If the client fails to pay the invoice on the due date, he/she shall, by law, owe Frameboy BV late payment interest calculated in accordance with the law of 02.08.2002 regarding late payments in commercial transactions, and a fixed compensation of 10% of the invoice amount with a minimum of EUR 125, from the date of reminder until full payment. Moreover, Frameboy BV reserves the right to suspend further performance of its obligations until the client has paid the overdue invoices. Any delay in payment by the client renders all amounts immediately due and cancels any payment arrangement.
6.3. Frameboy BV reserves the right to invoice services in installments and, if necessary, request an advance on services. If the client orders services to be billed in a currency other than Euro, the exchange rate risk shall always be borne by the client.
6.4. Frameboy BV reserves the right to suspend further performance of the services and require sufficient guarantees before resuming further performance if confidence in the client’s creditworthiness is compromised by enforcement actions against the client and/or other events that question or prevent proper performance of the client’s obligations (e.g., non-payment of invoices). If the client refuses or is unable to comply, Frameboy BV reserves the right to terminate the agreement and apply Article 11.2.
Article 7. Complaints – invoice disputes:
7.1. Any dispute must be submitted by a motivated registered letter to Frameboy BV within 5 calendar days. For complaints or disputes regarding the services provided, the period starts the day after delivery. Regarding invoices, the period starts on the invoice date. In the absence of timely dispute, the services/invoices are considered definitively accepted and payment is due.
Article 8. Liability – General:
8.1. Frameboy BV undertakes to perform all services with care. Frameboy BV is not liable for errors caused by insufficient or incorrect input from the client.
8.2. Frameboy BV cannot be held liable for any error (even a gross error) by itself or its employees. Frameboy BV shall in no case be liable for any consequential damage such as loss of expected profit, decrease in turnover, increased operational costs, loss of clientele, suffered by the client or third parties due to any error or negligence of Frameboy BV or its employees.
8.3. Frameboy BV’s liability regarding services delivered to the client is in any case limited to either reimbursement of the price paid by the client, or re-performing the services, at the discretion of Frameboy BV. Total liability of Frameboy BV shall never exceed the price paid by the client to Frameboy BV for the services that caused the damage.
8.4. Regarding services from third-party suppliers, Frameboy BV accepts no liability beyond or other than the liability that the third-party suppliers are willing to accept for their products or services.
Article 9. Intellectual property rights:
9.1. Intellectual Property Rights shall include all intellectual, industrial, and other property rights (whether registered or not), including but not limited to copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, know-how, as well as rights on databases and computer programs.
9.2. Intellectual Property Rights related to the visual design of services provided by Frameboy BV, including but not limited to graphic designs, photos, moving images, analyses, diagrams, source codes, scenarios, etc., are transferred to the client upon full payment of the invoice. This transfer applies to the fullest extent, for all methods and forms of exploitation, for the entire duration of the respective right, and worldwide. However, if the delivered goods and/or services include photos, illustrations, audio, or videos not provided by the client but obtained by Frameboy BV from an online source (whether paid or free), the usage license of these materials is subject to the conditions specified on the respective online library website. Typically, such usage licenses are non-exclusive and non-transferable. Frameboy BV provides no guarantees regarding these materials.
9.3. The client shall at all times respect Frameboy BV’s Intellectual Property Rights and take reasonable efforts to protect them. The client shall immediately inform Frameboy BV of any infringement by third parties of Frameboy BV’s Intellectual Property Rights of which they become aware.
Article 10. Performance of services:
10.1. In general, Frameboy BV is only obliged to make reasonable efforts in performing the services, not to guarantee a specific result.
10.2. Frameboy BV is always entitled to engage third-party subcontractors to perform all or part of the services.
10.3. Services provided by Frameboy BV may at all times be used by Frameboy BV in assignments for third parties.
10.4. Services provided by Frameboy BV may always be used as references by third parties and on Frameboy BV’s own website, including affiliated companies.
Article 11. Termination of the agreement:
11.1. If the client commits a serious contractual breach which is not remedied within 5 days of receipt of a registered notice of default, Frameboy BV has the right to either (i) suspend the agreement until the client fulfills their obligations, or (ii) terminate the agreement with immediate effect. Non-payment of one or more invoices on their due date shall always be considered a serious contractual breach.
11.2. Upon termination of the agreement, the client shall pay for all services provided or purchased by Frameboy BV, as well as costs incurred by Frameboy BV as a result of such termination. Any advance payment already made shall remain acquired by Frameboy BV.
11.3. Nevertheless, each party agrees to grant the other party a reasonable period to remedy any shortcomings and to first seek an amicable settlement.
11.4. Termination of the agreement results in the deletion of all data stored on devices managed by Frameboy BV, without further notice. Such deletion shall not give rise to any liability of Frameboy BV.
Article 12. Confidentiality:
12.1. The parties undertake to keep confidential and only use for the performance of the agreement any commercial and technical information and trade secrets they learn from the other party, even after termination of the agreement.
Article 13. Processing of personal data:
13.1. Whenever Frameboy BV processes personal data on behalf of the client, Frameboy BV acts as a processor. The client acts as the data controller under the Personal Data Processing Act and declares to fully comply with the obligations imposed on the data controller.
Article 14. Force majeure:
14.1. Force majeure events such as strikes, public unrest, administrative measures, and other unexpected events beyond the control of Frameboy BV release Frameboy BV, for the duration and scope of the disruption, from its obligations, without any entitlement for the client to price reduction or compensation.
Article 15. Nullity:
15.1. If one or more provisions of this agreement are wholly or partially null or unenforceable, or become so in the future due to legal changes or other reasons, this shall not affect the legality, validity, enforceability, or applicability of the remaining provisions or the agreement as a whole, insofar as they can still have effect or purpose.
In case of nullity, the parties shall interpret it restrictively and act in good faith to mitigate or replace the null provision(s) with an equivalent provision that aligns as closely as possible with the initial objectives and complies with the law.
Article 16. Agreement:
16.1. This agreement replaces all previous oral or written agreements and applies to all prior agreements, invoices, and outstanding invoices where no written project agreement was concluded.
Article 17. Applicable law – competent court:
17.1. Belgian law applies to the agreements of Frameboy BV. Any dispute regarding the conclusion, validity, execution, and/or termination of this agreement shall be settled by the competent court having jurisdiction over the registered office of Frameboy BV.
GENERAL TERMS AND CONDITIONS
Article 1. Application of general terms and conditions:
1.1. These general terms and conditions apply to all offers from and agreements with Frameboy BV, Tarwelaan 46, 8500 Kortrijk, VAT BE 0650787351. These general terms and conditions exclude the applicability of any general terms and conditions of the client, regardless of the moment at which the latter were communicated to Frameboy BV.
1.2. By placing an order, the client acknowledges having read and accepted the general terms and conditions of Frameboy BV.
1.3. Special conditions included in agreements concluded between Frameboy BV and the client shall prevail, in case of conflict, over the provisions of these general terms and conditions, regardless of the date of conclusion of the agreement.
Article 2. Offers and quotations – order confirmation:
2.1. All offers and quotations from Frameboy BV are non-binding until accepted by the client. The agreement is concluded subject to approval by the credit insurer and when the client confirms the quotation unchanged and within the validity period to Frameboy BV. Any order or order confirmation by the client binds the client.
Article 3. Cancellation of the order:
3.1. Any cancellation of an order must be made in writing. If the client cancels an order, the following cancellation fees shall apply, taking into account that Frameboy BV always delivers customized work:
a. Cancellation within 14 days prior to execution of the order: 20% of the total order amount.
b. Cancellation after the commencement of the order: actual damages, being at least the price of executed work and purchased or produced materials, increased by 20% of the total order amount.
The cancellation fee due shall, in any case, be at least equal to the amount already invoiced.
Article 4. Delivery:
4.1. The delivery date is only indicative and does not bind Frameboy BV. Delay in delivery does not entitle the client to compensation, price reduction, or termination of the agreement.
4.2. If the parties have expressly agreed to a binding delivery period in special conditions, this period shall be extended if the client fails to provide information, documents, originals, images (in time) or to approve revised proofs (in time), or if the client places additional orders.
4.3. The risk of loss or damage to goods ordered by the client from Frameboy BV during shipment to the client shall be borne by the client.
Article 5. Risk:
5.1. All goods and digital data belonging to the client and held by Frameboy BV are stored at the client’s risk.
Article 6. Payment terms:
6.1. All invoices are payable on their due date by transfer to the account of Frameboy BV (IBAN BE35 7370 6418 4337 – BIC KREDBEBB). Payments will be applied first to the oldest outstanding invoice, and first to any interest and costs due. Allowed discounts lapse if general sales conditions are not respected.
6.2. If the client fails to pay the invoice on the due date, he/she shall, by law, owe Frameboy BV late payment interest calculated in accordance with the law of 02.08.2002 regarding late payments in commercial transactions, and a fixed compensation of 10% of the invoice amount with a minimum of EUR 125, from the date of reminder until full payment. Moreover, Frameboy BV reserves the right to suspend further performance of its obligations until the client has paid the overdue invoices. Any delay in payment by the client renders all amounts immediately due and cancels any payment arrangement.
6.3. Frameboy BV reserves the right to invoice services in installments and, if necessary, request an advance on services. If the client orders services to be billed in a currency other than Euro, the exchange rate risk shall always be borne by the client.
6.4. Frameboy BV reserves the right to suspend further performance of the services and require sufficient guarantees before resuming further performance if confidence in the client’s creditworthiness is compromised by enforcement actions against the client and/or other events that question or prevent proper performance of the client’s obligations (e.g., non-payment of invoices). If the client refuses or is unable to comply, Frameboy BV reserves the right to terminate the agreement and apply Article 11.2.
Article 7. Complaints – invoice disputes:
7.1. Any dispute must be submitted by a motivated registered letter to Frameboy BV within 5 calendar days. For complaints or disputes regarding the services provided, the period starts the day after delivery. Regarding invoices, the period starts on the invoice date. In the absence of timely dispute, the services/invoices are considered definitively accepted and payment is due.
Article 8. Liability – General:
8.1. Frameboy BV undertakes to perform all services with care. Frameboy BV is not liable for errors caused by insufficient or incorrect input from the client.
8.2. Frameboy BV cannot be held liable for any error (even a gross error) by itself or its employees. Frameboy BV shall in no case be liable for any consequential damage such as loss of expected profit, decrease in turnover, increased operational costs, loss of clientele, suffered by the client or third parties due to any error or negligence of Frameboy BV or its employees.
8.3. Frameboy BV’s liability regarding services delivered to the client is in any case limited to either reimbursement of the price paid by the client, or re-performing the services, at the discretion of Frameboy BV. Total liability of Frameboy BV shall never exceed the price paid by the client to Frameboy BV for the services that caused the damage.
8.4. Regarding services from third-party suppliers, Frameboy BV accepts no liability beyond or other than the liability that the third-party suppliers are willing to accept for their products or services.
Article 9. Intellectual property rights:
9.1. Intellectual Property Rights shall include all intellectual, industrial, and other property rights (whether registered or not), including but not limited to copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, know-how, as well as rights on databases and computer programs.
9.2. Intellectual Property Rights related to the visual design of services provided by Frameboy BV, including but not limited to graphic designs, photos, moving images, analyses, diagrams, source codes, scenarios, etc., are transferred to the client upon full payment of the invoice. This transfer applies to the fullest extent, for all methods and forms of exploitation, for the entire duration of the respective right, and worldwide. However, if the delivered goods and/or services include photos, illustrations, audio, or videos not provided by the client but obtained by Frameboy BV from an online source (whether paid or free), the usage license of these materials is subject to the conditions specified on the respective online library website. Typically, such usage licenses are non-exclusive and non-transferable. Frameboy BV provides no guarantees regarding these materials.
9.3. The client shall at all times respect Frameboy BV’s Intellectual Property Rights and take reasonable efforts to protect them. The client shall immediately inform Frameboy BV of any infringement by third parties of Frameboy BV’s Intellectual Property Rights of which they become aware.
Article 10. Performance of services:
10.1. In general, Frameboy BV is only obliged to make reasonable efforts in performing the services, not to guarantee a specific result.
10.2. Frameboy BV is always entitled to engage third-party subcontractors to perform all or part of the services.
10.3. Services provided by Frameboy BV may at all times be used by Frameboy BV in assignments for third parties.
10.4. Services provided by Frameboy BV may always be used as references by third parties and on Frameboy BV’s own website, including affiliated companies.
Article 11. Termination of the agreement:
11.1. If the client commits a serious contractual breach which is not remedied within 5 days of receipt of a registered notice of default, Frameboy BV has the right to either (i) suspend the agreement until the client fulfills their obligations, or (ii) terminate the agreement with immediate effect. Non-payment of one or more invoices on their due date shall always be considered a serious contractual breach.
11.2. Upon termination of the agreement, the client shall pay for all services provided or purchased by Frameboy BV, as well as costs incurred by Frameboy BV as a result of such termination. Any advance payment already made shall remain acquired by Frameboy BV.
11.3. Nevertheless, each party agrees to grant the other party a reasonable period to remedy any shortcomings and to first seek an amicable settlement.
11.4. Termination of the agreement results in the deletion of all data stored on devices managed by Frameboy BV, without further notice. Such deletion shall not give rise to any liability of Frameboy BV.
Article 12. Confidentiality:
12.1. The parties undertake to keep confidential and only use for the performance of the agreement any commercial and technical information and trade secrets they learn from the other party, even after termination of the agreement.
Article 13. Processing of personal data:
13.1. Whenever Frameboy BV processes personal data on behalf of the client, Frameboy BV acts as a processor. The client acts as the data controller under the Personal Data Processing Act and declares to fully comply with the obligations imposed on the data controller.
Article 14. Force majeure:
14.1. Force majeure events such as strikes, public unrest, administrative measures, and other unexpected events beyond the control of Frameboy BV release Frameboy BV, for the duration and scope of the disruption, from its obligations, without any entitlement for the client to price reduction or compensation.
Article 15. Nullity:
15.1. If one or more provisions of this agreement are wholly or partially null or unenforceable, or become so in the future due to legal changes or other reasons, this shall not affect the legality, validity, enforceability, or applicability of the remaining provisions or the agreement as a whole, insofar as they can still have effect or purpose.
In case of nullity, the parties shall interpret it restrictively and act in good faith to mitigate or replace the null provision(s) with an equivalent provision that aligns as closely as possible with the initial objectives and complies with the law.
Article 16. Agreement:
16.1. This agreement replaces all previous oral or written agreements and applies to all prior agreements, invoices, and outstanding invoices where no written project agreement was concluded.
Article 17. Applicable law – competent court:
17.1. Belgian law applies to the agreements of Frameboy BV. Any dispute regarding the conclusion, validity, execution, and/or termination of this agreement shall be settled by the competent court having jurisdiction over the registered office of Frameboy BV.