1. APPLICABILITY
1.1 Notwithstanding any contrary communication in the past or future, the Client, by requesting a quote, placing an order, and/or entering into an agreement with Webregion, accepts that only the following standards apply to all contractual, pre-contractual, and non-contractual relationships between Webregion and the Client, current and future (in descending hierarchical order, the following in the absence or silence of the previous): (1) the written agreement between Webregion and the Client; (2) the written and/or electronic order confirmation issued by Webregion; (3) the specific conditions; (4) these General Terms and Conditions; (5) Articles 4-88 of the Vienna Convention on Contracts for the International Sale of Goods; (6) the Unidroit Principles; (7) Belgian law, excluding Articles 1-3 and 89-101 of the Vienna Convention on Contracts for the International Sale of Goods. Webregion rejects all other standards and conditions, with the sole exception of those conditions explicitly signed by Webregion for acceptance. These expressly signed deviations are only valid for the project to which they relate and cannot be invoked in the case of any other, even similar projects.
1.2 These General Terms and Conditions do not affect the legal rights granted to the Client under mandatory consumer protection legislation.
1.3 The possible invalidity of any provision of these General Terms and Conditions or part of a provision does not affect the applicability of the other provisions and/or the remainder of the provision. In the event of invalidity of any provision of these General Terms and Conditions or part of a provision, Webregion and the Client will, to the extent possible and in accordance with their loyalty and conviction, negotiate to replace the invalid provision or part of the provision with an equivalent provision that corresponds to the general spirit of these General Terms and Conditions.
1.4 Webregion reserves the right to amend and/or modify its General Terms and/or specific conditions at any time.
2. DEFINITIONS
For the purposes of these General Terms and Conditions, the following terms shall have the following meanings:
2.1 "Webregion": the private limited liability company "WEBREGION," with its registered office at 2240 Zandhoven, Zagerijstraat 10 bus 8, registered in the legal entities register in Antwerp, Antwerp department under number 0884.095.810, and known to the VAT administration under number BE 0884.095.810.
2.2 "General Terms and Conditions": these general sales conditions.
2.3 "Client": any (legal) person who sends a price request to Webregion, places an order with Webregion, and/or purchases a service and/or product from Webregion, as well as anyone who, on behalf or on behalf of another (legal) person, sends a price request to Webregion, places an order with Webregion, and/or purchases a service and/or product from Webregion.
2.4 "Agreement": the agreement between Webregion and the Client, concluded in accordance with Article 3.4 of these General Terms and Conditions, regarding the delivery of Services and/or Products.
2.5 "Services": the services to be provided by Webregion under the Agreement.
2.6 "Products": the products to be designed by Webregion under the Agreement.
2.7 "Registered Complaint Letter": a registered letter, indicating the invoice number, all reference numbers (if applicable) shown on the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the delivery note issued by Webregion and/or the invoice issued by Webregion, with a precise identification of the Agreement, the Service(s), and/or Product(s), and a detailed statement of the non-conformity, defect, and/or complaint.
3. QUOTE, ORDER, AND ORDER CONFIRMATION
3.1 Webregion's quotes are valid for 30 days, after which Webregion can withdraw them at any time.
3.2 In any case, all quotes from Webregion are non-binding and should be considered only as an invitation to place an order by the Client.
3.3 The Client must place their order in accordance with Article 5.1 of these General Terms and Conditions.
3.4 The Agreement is only concluded when Webregion or a person authorized to bind Webregion in legal matters confirms the Client's order in writing and/or electronically, or when Webregion commences the execution of the order.
3.5 Unless otherwise agreed, Webregion will only proceed with the execution of the Agreement after receiving the advance payment as mentioned in Article 12.2 of these General Terms and Conditions.
3.6 Webregion is free to choose the parties with whom it wishes to enter into an agreement and always has the right to set a minimum invoice amount.
4. PRICE
4.1 All prices are exclusive of VAT and are expressed in Euros. For each project individually, a fixed fee and/or hourly rate are agreed upon. This is only valid for the specific project and does not apply to any other, even similar projects. Webregion may divide projects into several phases. Accordingly, a price estimate is provided for each phase. Webregion reserves the right to revise the price estimate for the upcoming phases after completing the previous phase. Webregion is not bound by the price estimate per phase and does not commit to executing the work under a specific phase at the estimated price for that phase.
4.2 If the Agreement concerns the delivery of Products, the price includes: (i) the initial design of the Product, (ii) making reasonable adjustments timely communicated by the Client to Webregion according to Article 5.3 of these General Terms and Conditions, and (iii) the final production of the Product. All services not explicitly provided in the written agreement and/or written and/or electronic order confirmation, including additional designs and/or adjustments, are considered additional work requested by the Client and will be charged accordingly. All services not within the fixed fee will be invoiced based on the actual number of hours worked at the agreed hourly rate.
4.3 All prices related to the delivery of Services and/or Products apply to work performed on business days between 09:00 and 17:00. With the approval of the Client, Webregion may, at its discretion – and without being obliged to do so – perform activities on Saturdays, Sundays, and holidays, as well as outside office hours, to meet the specified informative delivery and execution dates. These services will be additionally invoiced at the following hourly rates:
For activities on Saturdays and outside office hours, the agreed hourly rate is increased by 50%;
For activities on Sundays and holidays, the agreed hourly rate is increased by 100%. To the extent that the agreed price for the entire set of Services and/or Products is a fixed fee, these services will be charged as additional costs, based on the number of hours worked, plus any additional supplements that will be charged.
4.4 The following costs are not included and, unless explicitly agreed otherwise, are the responsibility of the Client: administrative costs, telephone costs, travel expenses, postage costs, costs related to special working conditions, fees, and taxes.
4.5 Travel expenses are calculated from the registered office of Webregion, invoiced per trip, and based on fixed prices.
4.6 Currency fluctuations, increases in wages, salaries, social charges, costs imposed by authorities, fees, taxes, transportation costs, and insurance premiums occurring between the written and/or electronic order confirmation and the execution and/or delivery give Webregion the right to proportionally increase the agreed price.
4.7 In case of delay, Webregion has the right to increase the prices indicated in the written agreement between Webregion and the Client or, in the absence thereof, in the written and/or electronic order confirmation issued by Webregion. Delay includes, but is not limited to, late payment, provision of incorrect or irrelevant information by the Client, failure (timely) to fulfill the obligations specified in Articles 3.3, 5.1, 5.3, 6, and 10 of these General Terms and Conditions, etc.
4.8 Webregion always has the right to request a bank guarantee from the Client before proceeding with the execution of the Agreement.
4.9 Webregion has the right to proceed with the execution of the Agreement only after receiving the full amount of all outstanding invoices from the Client and/or the full amount of the price, without the Client having any recourse against Webregion.
4.10 Webregion has the right to suspend the (further) execution of the Agreement until the full amount of all outstanding invoices from the Client is received.
4.11 Webregion has the right to suspend the execution of the Agreement regarding the provision of services related to hosting if the Client does not comply with his obligations under this Agreement.
5. EXECUTION AND TERMS
5.1 When placing an order with Webregion, the Client provides Webregion with all data, information, and materials that Webregion indicates as necessary or useful for the execution of the Agreement, and/or that the Client reasonably should understand as necessary or useful for the execution of the Agreement. The Client is fully responsible for the correctness, relevance, and quality of the provided data, information, and materials. Webregion reserves the right to refuse the order or request adjusted data, information, and/or materials from the Client if the provided data, information, and/or materials are incomplete and/or of insufficient quality.
5.2 If the Agreement concerns the delivery of one or more Products that need to be designed by Webregion, Webregion will provide the Client with an initial design of the respective Product within the period specified in the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, and/or special conditions.
5.3 The Client must communicate any comments on the aforementioned design to Webregion within a period of five (5) business days after receiving the design; otherwise, the design is considered unconditionally accepted. If the Client has communicated any comments to Webregion within the specified period, Webregion will adjust the design of the Product according to the reasonable comments of the Client.
5.4 Webregion will proceed with the final production of the Product as soon as it receives written approval of the modified design from the Client or, in the case of silent approval by the Client in accordance with Article 5.3 of these General Terms and Conditions. The aforementioned written approval and/or silence release Webregion from all responsibilities for errors identified after the start of final production.
5.5 The delivery of Products – physical goods occurs in accordance with the Incoterm® "Ex Works" (EXW) storage location as specified in the written agreement between Webregion and the Client, or in the absence thereof, in the written and/or electronic order confirmation issued by Webregion.
5.6 Upon the request of the Client, Webregion will organize transport to the destination requested by the Client, as indicated in the written agreement between Webregion and the Client or, in the absence thereof, in the written and/or electronic order confirmation issued by Webregion, at the expense, at the risk, and at the cost of the Client.
5.7 Except for Article 5.3 of these General Terms and Conditions, the specified execution and/or delivery times are always indicative and do not constitute an essential part of the Agreement. In case of exceeding the specified period, for any reason, Webregion and the Client will agree on a reasonable additional period. No deadline overrun, whether of the original or additional deadline(s), can lead to the payment of any compensation or the dissolution of the Agreement. Changes in the price request and/or the order of the Client, changes in the written agreement between Webregion and the Client, changes in the written and/or electronic order confirmation issued by Webregion, changes in the provided data, information, and/or materials, and/or additional works automatically result in the expiration of the presumed execution and/or delivery times.
5.8 In any case, Webregion is not liable for delays caused by the default of manufacturers and/or suppliers of Webregion, the Client, and/or any other third party.
5.9 Webregion has the right to deliver or perform the Agreement and related Services and/or Products in different parts. Partial delivery or execution cannot give rise to the payment of any compensation or the dissolution of the Agreement.
5.10 Webregion fulfills its obligations under the Agreement independently and in complete independence. If the Client provides guidelines regarding the execution of the Agreement, these guidelines will only serve the effective execution of the contractual agreements without affecting the manner of execution, as Webregion has exclusive decision-making authority in this regard.
6. INFORMATION, SAMPLES, AND MODELS
6.1 The Client is assumed to be aware of all characteristics of the Services and/or Products ordered by him. The Client cannot derive any right from the information, samples, and/or models provided by Webregion on its own initiative or at the request of the Client.
6.2 The Client bears exclusive and full responsibility for determining whether the Services and/or Products are suitable and meet all quality requirements regarding the use and/or objectives for which the Client has purchased or intends to use the Services and/or Products. To this end, the Client will conduct necessary tests and request essential information (including the proper use of the relevant Services and/or Products, potential hazards associated with these Services and/or Products, their applications and qualities, etc.). The Client explicitly undertakes to verify the information obtained, including its accuracy, completeness, and applicability regarding the use and/or objectives for which the Client has purchased or intends to use the Services and/or Products.
6.3 All information provided by Webregion, on its own initiative or at the request of the Client, is for informational purposes only and does not release the Client from its obligations under Article 6.2 of these General Terms and Conditions. Webregion's responsibility in this regard is always limited to the responsibility imposed on Webregion by Belgian law.
7. ACCEPTANCE AND COMPLAINTS
7.1 The Client must perform an initial verification immediately upon receiving the relevant documents, plans, drawings, designs, calculations, and/or Products, which result from the work performed by Webregion. The Client will also perform an immediate verification after the delivery of Services and/or Products. This immediate verification obligation includes (but is not limited to): complete and/or correct execution of the Agreement and/or delivery of the Service(s) and/or Product(s), the use of correct data, information, and/or materials, visible defects in the delivered Services and/or Products, etc. The Client must immediately notify Webregion of any verifiable deviations; otherwise, he is deemed to have accepted these performances as agreed. In any case, the Client loses the right to invoke these immediately verifiable defects and/or non-conformities if he does not inform Webregion within a period of eight (8) calendar days by Registered Complaint Letter.
7.2 The use, processing, and/or modification of the Services and/or Products delivered by Webregion are considered as approval and acceptance, constitute final delivery of the respective Services and/or Products, and release Webregion from its responsibility and liability in accordance with Article 8 of these General Terms and Conditions.
7.3 Complaints regarding hidden defects must be reported to Webregion within a period of six (6) months after delivery by Registered Complaint Letter. In any case, the Client loses the right to invoke any defect if he does not notify Webregion by Registered Complaint Letter within a period of eight (8) calendar days after discovering or should have discovered the defect.
7.4 In case of timely and correct reported non-conformity or defect, Webregion will, at its discretion and judgment: (1) correct the non-conforming or defective documents, plans, drawings, designs, calculations, and/or other Products resulting from the work performed by Webregion; or (2) compensate for the non-conformity or defect. The Client acknowledges that these measures individually constitute a complete and adequate compensation for any possible damage resulting from non-conformity or defect.
7.5 The eventual (partial) correction and/or compensation for Services and/or Products cannot lead to the payment of any compensation or the dissolution of the Agreement.
7.6 Without the explicit and written agreement of Webregion, the Client, in any case, does not have the right to return Products or have work performed by third parties.
7.7 Webregion reserves the right to determine the non-conformity of the delivery and/or other defects and to investigate their cause.
7.8 Complaints and/or any (partial) correction and/or compensation for Services and/or Products do not exempt the Client from his payment obligation within the deadline(s) set in the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the special conditions, these General Terms and Conditions, and/or the respective invoice.
7.9 The Client is obliged to compensate for costs incurred as a result of unjustified complaints.
8. LIABILITY
8.1 Webregion will provide the Services and/or Products to the best of its ability. Unless expressly stated otherwise, Webregion does not undertake any obligation to achieve a specific result. The goals and/or wishes indicated by the Client are therefore in no way to be considered as the sole result on the part of Webregion.
8.2 The Client acknowledges and accepts that the Services and/or Products are subjective products, and therefore, Webregion can never be held liable for delivering a Service and/or Product that is not entirely to the satisfaction of the Client.
8.3 Webregion's liability is at all times limited to the liability imposed by law in the given factual circumstances and is in any case limited to the lower of the following two amounts: (1) the respective invoice amount, or (2) the amount of the payout under the insurance policies taken out by Webregion.
8.3 In no case is Webregion liable for: (i) indirect damages (including but not limited to loss of revenue), (ii) errors or defects in execution due to incorrect, delayed, and/or incomplete information, data, and/or materials as communicated by the Client; (iii) any damage resulting from changes made by the Client and/or a third party to the documents, plans, drawings, designs, calculations, and/or other Products resulting from the work performed by Webregion, (iv) damage resulting from the use of the documents, plans, drawings, designs, calculations, and/or other Products resulting from the work performed by Webregion, (v) damage resulting from the non-compliance by the Client, its employees or collaborators, and/or third parties with legal and/or other obligations.
8.4 Webregion is in no case liable for any damage resulting from the failure of the Client to fulfill its obligations under the Agreement, including, but not limited to, timely submitting to Webregion data, information, and/or materials indicated by Webregion as necessary or useful for the performance of its obligations towards the Client, and regarding the data, information, and/or materials that the Client reasonably understands to be necessary or useful for the performance of Webregion's obligations towards the Client.
9. INDEMNIFICATION
9.1 The Client will fully indemnify and defend Webregion against all claims and proceedings, including claims and proceedings by third parties, arising from or as a result of any act or omission of the Client, in violation of the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the special conditions, these General Terms and Conditions, and/or other (legal) obligations of the Client.
9.2 The Client will indemnify Webregion for all damages, including legal and other costs, arising from its defense regarding the claims and/or proceedings mentioned in Article 9.1 of these General Terms and Conditions.
10. CLIENT'S OBLIGATIONS
10.1 The Client bears full and exclusive responsibility to:
- Inform Webregion, prior to the execution of the Agreement, about possible standard and legal conditions that the Services and/or Products must meet;
- Notify Webregion in writing and in a timely manner of the specific requirements that the Services and/or Products must meet;
- Thoroughly inspect the Services and/or Products within 48 hours after delivery, and in any case, has the obligation to test the Services and/or Products adequately before using and/or processing them;
- Use the Services and/or Products exclusively for the purpose for which they were made available to him;
- Always comply with all legal obligations (including, but not limited to, those related to intellectual property rights) when using the Services and/or Products;
- Enter into the necessary insurance agreements, including those related to the retention of ownership as established in Article 18 of these General Terms and Conditions. The Client grants Webregion permission to inspect the policies and payment receipts of these insurance policies upon the first request.
10.2 If the Client fails to comply with its obligations as specified in the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the special conditions, these General Terms and Conditions, and/or when the Client fails to meet all its other (legal) obligations, Webregion has the right to suspend its obligations (temporarily). The costs associated with this suspension are entirely at the expense of the Client. These costs include (but are not limited to): additional working hours, storage fees, etc.
11. FORCE MAJEURE AND HARDSHIP
11.1 Webregion is not liable for any failure to fulfill its obligations caused by force majeure or hardship.
11.2 In the event of force majeure or hardship, Webregion may, at its own discretion and insight, without prior notice or judicial intervention, and without any recourse against Webregion: (1) temporarily suspend the performance of its obligations; (2) extrajudicially terminate the Agreement by registered letter; and/or (3) invite the Client to renegotiate the Agreement. If the Client does not participate in good faith in the renegotiations, Webregion may request the court to determine new contract terms and/or condemn the Client to compensation.
11.3 Force majeure and hardship include, among other things (merely illustrative list): unavailability and/or scarcity of certain materials, scarcity of raw materials, currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social charges, costs imposed by the government, levies and taxes, transport costs, impediments occurring between the written and/or electronic order confirmation and delivery, fire, lockouts, floods, ice floes, adverse weather conditions, strikes, mobilization, war, illness, accidents, communication and information disruptions, government measures, export bans, delays in supply, transport and/or movement restrictions, including a lack of or withdrawal of transportation options, export restrictions, import restrictions, breakdowns, traffic jams, etc.
12. INVOICE AND PAYMENT
12.1 The Client must submit complaints regarding invoices to Webregion within eight (8) calendar days of receiving the invoice, by Registered Complaint Letter.
12.2 Unless otherwise agreed in writing, the Client must pay a 50% deposit of the agreed price when placing the order. Webregion has the right to suspend the execution of its obligations under the Agreement until this amount is paid.
12.3 All invoices are payable in cash at the registered office of Webregion on the date specified on the invoice. No discount is allowed for cash payments. Only receipts signed by Webregion or persons authorized to legally bind Webregion are valid.
12.4 In case of non-payment, or incomplete payment on the due date of any invoice: (1) an annual interest rate of 12%, compounded annually, applies automatically and without notice; (2) the Client owes a lump sum compensation equal to 10% of the invoice amount, with a minimum of one hundred twenty-five euros (€125.00), without prejudice to Webregion's right to prove higher damages; (3) the Client is obliged to pay additional administrative costs equal to 7% of the invoice amount, with a minimum of fifteen euros (€15); (4) the Client is obliged to pay all judicial and extrajudicial collection costs; (5) all other, even not yet due, invoices of Webregion become immediately due and payable by the Client; (6) Webregion has the right to suspend and/or terminate (further) performance of the relevant Agreement and/or one or more other agreements with the Client by registered letter, without prior notice or judicial intervention. In case of a possible restart, a restart fee of 10% of the outstanding invoices is charged. Points (4) and (5) also apply in case of imminent bankruptcy, judicial or conventional dissolution, application of the Belgian law of January 31, 2009, on the continuity of enterprises, payment default, or any other fact by which Webregion reasonably loses confidence in the creditworthiness of the Client.
12.5 Acceptance of partial payment is made with all reservations and is charged in the following order: (1) collection costs, (2) compensation; (3) interest; (4) principal sums.
12.6 The entry of the outgoing invoice in the outgoing invoice book of Webregion is deemed to be a presumption of dispatch and receipt of the respective invoice.
13. CANCELLATION
13.1 In the event that an order is canceled by or on behalf of the Client, for any reason, and if a fixed fee has been agreed upon, the Client is obligated to pay a lump-sum compensation of 80% of the fixed fee if the cancellation occurs before the start of the execution of the Agreement. This is without prejudice to Webregion's explicit right to claim higher compensation if proven. However, the Client is obliged to pay a lump-sum compensation equal to the entire fixed fee if the execution of the Agreement is prematurely terminated by or on behalf of the Client.
13.2 In the event that an order is canceled by or on behalf of the Client, for any reason, and if an hourly rate has been agreed upon, the Client is obliged to compensate for the already performed work hours, plus a lump-sum compensation of 15% of the estimated project price with a minimum of one thousand euros (€1,000), without prejudice to Webregion's right to prove higher damages.
14. INTELLECTUAL PROPERTY
14.1 When Webregion, in any form, performs work considered a creative process under intellectual property legislation, Webregion retains the rights arising from this work. The Client can acquire these rights only through a written agreement regulating the transfer of rights. Based on this article, Webregion – the designer of computerized data and images, a graphic work tool, a matrix, etc. – holds all copyrights to the Services and/or Products.
14.2 The transfer of copyrights, specifically the transfer of the reproduction right, must be explicitly included in a written agreement. This transfer does not result from the fact that the creative process was provided for in the Agreement or that this creative process was specially remunerated. The transfer of ownership of the Product – physical or digital data to the Client does not lead to the transfer of copyright.
14.3 If Webregion develops a Product for the Client, Webregion remains the owner of the intellectual rights related to this Product. Webregion remains the owner of all know-how used or developed for the execution of the Agreement and is free to use it for another purpose, such as the realization of other services and/or products.
14.4 The price specified in the Agreement reflects a non-exclusive and non-transferable right to use the Products developed by Webregion in accordance with the purpose of these Products.
14.5 When the Agreement concerns the use and/or development of software to any extent, Webregion may also use all software as well as the code specifically developed for the Client without any limitation. The source code of the software developed for the Client remains the property of Webregion at all times. This source code cannot be sold by the Client, nor provided free of charge or against payment. The Client may not disclose or pass on the source code. The Client may not make any modifications to the software developed by Webregion for him.
14.6 The Client cannot claim any ownership or intellectual property rights to standard software. These rights are either owned by Webregion or the developer, or a third party.
14.7 The Client is responsible for providing the correct data to be placed on the Products to be developed by Webregion. The Client is responsible for the content, accuracy, and quality of the data, information, and/or materials provided by him. The Client declares and warrants that he owns full ownership of this data, information, and/or materials, and that Webregion does not infringe on the rights of third parties by using them in the execution of the Agreement. Webregion assumes no liability in any way for this data, information, and/or materials. The Client will indemnify Webregion against any claims from third parties related to this content.
15. SUBCONTRACTING
15.1 Webregion has the right to subcontract (part of) the Services.
15.2 If Webregion acts as a subcontractor, Webregion has a direct claim on the client, up to the amount owed to the subcontractor/main contractor at the time of initiating the direct claim.
15.3 If Webregion acts as a subcontractor, Webregion also has a right of pledge on all receivables of the co-contractor – main contractor arising from the construction contract related to the work for which Webregion was subcontracted.
15.4 The direct claim mentioned in this article, as well as the right of pledge included in this article, apply not only to the relevant receivables but also to accessories, such as default interest and any compensation under penalty clause.
16. POACHING
16.1 The Client undertakes, during the execution of the Agreement and for a period of 12 months after its termination, not to employ or have employed by third parties any employees and/or appointees of Webregion.
16.2 In the event that the Client and/or its appointees violate the obligations of Article 16.1 of these General Terms and Conditions, the Client is liable to Webregion for a lump-sum compensation equal to the last gross annual salary of the poached employee and/or poached appointee, without prejudice to Webregion's right to prove higher damages.
17. OWNERSHIP RESERVATION
17.1 Ownership rights to the Products are only transferred to the Client upon full payment of the price, costs, interest, and all other accessories.
17.2 The Client must always do everything that may reasonably be expected of him to secure ownership rights to the unpaid Products. If third parties seize these Products or wish to establish or assert rights over them, the Client is obliged to inform Webregion immediately.
17.3 Furthermore, the Client undertakes to insure the unpaid Products against fire, explosion, water damage, and theft. Any proceeds from these insurances belong to Webregion.
17.4 If the Client fails to fulfill his obligations, or if Webregion suspects that the Client will not fulfill his obligations, the Client, at the first and simple request of Webregion, must return the relevant Products to Webregion at his own expense and risk within 24 hours. The exercise of this right leads to the immediate and automatic dissolution of the Agreement. Upon receipt of the Products, and provided these Products are still in good condition, the amounts already paid will be refunded to the Client, minus: (1) loss of profit, estimated at a lump sum of 5% of the total invoice amount; and (2) a lump-sum compensation of 50% of the total invoice amount for (additional) management and administrative costs. All this without prejudice to Webregion's right to prove higher damages.
17.5 In the event of a breach of the ownership reservation, Webregion automatically obtains a right of pledge on the realized selling price of the relevant Products, and the Client owes Webregion a lump-sum compensation of 35% of the total invoice amount.
18. WAIVER OF RIGHTS
The occasional or even repeated non-exercise by Webregion of any right can only be considered as tolerating a particular situation and does not lead to a waiver of rights.
19. NETTING
19.1 In accordance with the Financial Collateral Act of December 15, 2004, Webregion and the Client automatically and by operation of law offset and settle all currently existing and future debts towards each other. This means that in the ongoing relationship between Webregion and the Client, only the largest net claim remains after the aforementioned automatic offset.
19.2 This debt set-off will in any case be opposable to the curator and the other concurrent creditors, who will not be able to oppose the debt set-off carried out by the Client and Webregion.
20. SUSPENSION AND TERMINATION
20.1 In the event of any change in the Client's situation, such as death, conversion, merger, acquisition, transfer, liquidation, suspension of payments, collective or amicable settlement, request for payment deferment, cessation of activity, attachment, or any other circumstance that may undermine confidence in the creditworthiness of the Client, Webregion has the right, solely by that fact, to either suspend the execution of one or more agreements with the Client until the Client provides sufficient security for payment, or to declare one or more agreements with the Client dissolved from the date of dispatch of the dissolution, without prior notice and without judicial intervention, without prejudice to Webregion's right to claim additional damages. In the event of the dissolution of the Agreement, the license granted by Webregion to the Client will also automatically expire.
20.2 If the Agreement between Webregion and the Client is terminated, with or without the application of the termination right described in Article 20.1 of these General Terms and Conditions, the Client loses the right to demand that Webregion fulfill its obligations under the terminated Agreement. Webregion has the right to immediately remove or suspend any online services.
21. PERSONAL DATA AND VISUAL MATERIAL
21.1 The Client grants Webregion permission to include the personal data provided by the Client in an automated database. These data may be used for the purpose of conducting information or promotional campaigns related to the services offered by Webregion, within the framework of the contractual relationship between Webregion and the Client.
21.2 The Client can always request disclosure and correction of their data. If the Client no longer wishes to receive commercial information from Webregion, the Client must inform Webregion accordingly. Costs for changes to original data requested by the Client are always charged.
21.3 The Client is allowed to refer to the name 'Webregion' in connection with the delivery of services and/or products by Webregion, subject to the explicit, written, and prior consent of Webregion. Webregion reserves the right, if necessary, to conduct a quality control to verify whether the services and/or products are presented in accordance with the guidelines and quality standards set by Webregion.
21.4 Webregion is allowed to refer to the products and/or services it has performed or delivered to the Client, mentioning the name of the Client.
22. TRANSFER
22.1 Unless otherwise agreed in writing by Webregion, the Client may not transfer the rights and obligations arising from any agreement with Webregion to any third party.
22.2 Webregion has the right to transfer the rights and obligations arising from any agreement with the Client to third parties, whether or not affiliated companies, without prior consent of the Client. The Client hereby agrees to any transfers, both of claims and debts.
23. DISPUTES
23.1 Electronic communication between the Client and Webregion has the same binding force as a notice by regular mail and is accepted by the parties as valid evidence.
23.2 All disputes between Webregion and the Client fall under the exclusive jurisdiction of the competent courts at the registered office of Webregion, unless Webregion chooses to bring a dispute before the court of the Client's registered office or residence.
24. LANGUAGE
The Dutch version of these General Terms and Conditions is the only authentic version. These General Terms and Conditions are available upon request and can also be consulted at www.webregion.be.
1. APPLICABILITY
1.1 Notwithstanding any contrary communication in the past or future, the Client, by requesting a quote, placing an order, and/or entering into an agreement with Webregion, accepts that only the following standards apply to all contractual, pre-contractual, and non-contractual relationships between Webregion and the Client, current and future (in descending hierarchical order, the following in the absence or silence of the previous): (1) the written agreement between Webregion and the Client; (2) the written and/or electronic order confirmation issued by Webregion; (3) the specific conditions; (4) these General Terms and Conditions; (5) Articles 4-88 of the Vienna Convention on Contracts for the International Sale of Goods; (6) the Unidroit Principles; (7) Belgian law, excluding Articles 1-3 and 89-101 of the Vienna Convention on Contracts for the International Sale of Goods. Webregion rejects all other standards and conditions, with the sole exception of those conditions explicitly signed by Webregion for acceptance. These expressly signed deviations are only valid for the project to which they relate and cannot be invoked in the case of any other, even similar projects.
1.2 These General Terms and Conditions do not affect the legal rights granted to the Client under mandatory consumer protection legislation.
1.3 The possible invalidity of any provision of these General Terms and Conditions or part of a provision does not affect the applicability of the other provisions and/or the remainder of the provision. In the event of invalidity of any provision of these General Terms and Conditions or part of a provision, Webregion and the Client will, to the extent possible and in accordance with their loyalty and conviction, negotiate to replace the invalid provision or part of the provision with an equivalent provision that corresponds to the general spirit of these General Terms and Conditions.
1.4 Webregion reserves the right to amend and/or modify its General Terms and/or specific conditions at any time.
2. DEFINITIONS
For the purposes of these General Terms and Conditions, the following terms shall have the following meanings:
2.1 "Webregion": the private limited liability company "WEBREGION," with its registered office at 2240 Zandhoven, Zagerijstraat 10 bus 8, registered in the legal entities register in Antwerp, Antwerp department under number 0884.095.810, and known to the VAT administration under number BE 0884.095.810.
2.2 "General Terms and Conditions": these general sales conditions.
2.3 "Client": any (legal) person who sends a price request to Webregion, places an order with Webregion, and/or purchases a service and/or product from Webregion, as well as anyone who, on behalf or on behalf of another (legal) person, sends a price request to Webregion, places an order with Webregion, and/or purchases a service and/or product from Webregion.
2.4 "Agreement": the agreement between Webregion and the Client, concluded in accordance with Article 3.4 of these General Terms and Conditions, regarding the delivery of Services and/or Products.
2.5 "Services": the services to be provided by Webregion under the Agreement.
2.6 "Products": the products to be designed by Webregion under the Agreement.
2.7 "Registered Complaint Letter": a registered letter, indicating the invoice number, all reference numbers (if applicable) shown on the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the delivery note issued by Webregion and/or the invoice issued by Webregion, with a precise identification of the Agreement, the Service(s), and/or Product(s), and a detailed statement of the non-conformity, defect, and/or complaint.
3. QUOTE, ORDER, AND ORDER CONFIRMATION
3.1 Webregion's quotes are valid for 30 days, after which Webregion can withdraw them at any time.
3.2 In any case, all quotes from Webregion are non-binding and should be considered only as an invitation to place an order by the Client.
3.3 The Client must place their order in accordance with Article 5.1 of these General Terms and Conditions.
3.4 The Agreement is only concluded when Webregion or a person authorized to bind Webregion in legal matters confirms the Client's order in writing and/or electronically, or when Webregion commences the execution of the order.
3.5 Unless otherwise agreed, Webregion will only proceed with the execution of the Agreement after receiving the advance payment as mentioned in Article 12.2 of these General Terms and Conditions.
3.6 Webregion is free to choose the parties with whom it wishes to enter into an agreement and always has the right to set a minimum invoice amount.
4. PRICE
4.1 All prices are exclusive of VAT and are expressed in Euros. For each project individually, a fixed fee and/or hourly rate are agreed upon. This is only valid for the specific project and does not apply to any other, even similar projects. Webregion may divide projects into several phases. Accordingly, a price estimate is provided for each phase. Webregion reserves the right to revise the price estimate for the upcoming phases after completing the previous phase. Webregion is not bound by the price estimate per phase and does not commit to executing the work under a specific phase at the estimated price for that phase.
4.2 If the Agreement concerns the delivery of Products, the price includes: (i) the initial design of the Product, (ii) making reasonable adjustments timely communicated by the Client to Webregion according to Article 5.3 of these General Terms and Conditions, and (iii) the final production of the Product. All services not explicitly provided in the written agreement and/or written and/or electronic order confirmation, including additional designs and/or adjustments, are considered additional work requested by the Client and will be charged accordingly. All services not within the fixed fee will be invoiced based on the actual number of hours worked at the agreed hourly rate.
4.3 All prices related to the delivery of Services and/or Products apply to work performed on business days between 09:00 and 17:00. With the approval of the Client, Webregion may, at its discretion – and without being obliged to do so – perform activities on Saturdays, Sundays, and holidays, as well as outside office hours, to meet the specified informative delivery and execution dates. These services will be additionally invoiced at the following hourly rates:
For activities on Saturdays and outside office hours, the agreed hourly rate is increased by 50%;
For activities on Sundays and holidays, the agreed hourly rate is increased by 100%. To the extent that the agreed price for the entire set of Services and/or Products is a fixed fee, these services will be charged as additional costs, based on the number of hours worked, plus any additional supplements that will be charged.
4.4 The following costs are not included and, unless explicitly agreed otherwise, are the responsibility of the Client: administrative costs, telephone costs, travel expenses, postage costs, costs related to special working conditions, fees, and taxes.
4.5 Travel expenses are calculated from the registered office of Webregion, invoiced per trip, and based on fixed prices.
4.6 Currency fluctuations, increases in wages, salaries, social charges, costs imposed by authorities, fees, taxes, transportation costs, and insurance premiums occurring between the written and/or electronic order confirmation and the execution and/or delivery give Webregion the right to proportionally increase the agreed price.
4.7 In case of delay, Webregion has the right to increase the prices indicated in the written agreement between Webregion and the Client or, in the absence thereof, in the written and/or electronic order confirmation issued by Webregion. Delay includes, but is not limited to, late payment, provision of incorrect or irrelevant information by the Client, failure (timely) to fulfill the obligations specified in Articles 3.3, 5.1, 5.3, 6, and 10 of these General Terms and Conditions, etc.
4.8 Webregion always has the right to request a bank guarantee from the Client before proceeding with the execution of the Agreement.
4.9 Webregion has the right to proceed with the execution of the Agreement only after receiving the full amount of all outstanding invoices from the Client and/or the full amount of the price, without the Client having any recourse against Webregion.
4.10 Webregion has the right to suspend the (further) execution of the Agreement until the full amount of all outstanding invoices from the Client is received.
4.11 Webregion has the right to suspend the execution of the Agreement regarding the provision of services related to hosting if the Client does not comply with his obligations under this Agreement.
5. EXECUTION AND TERMS
5.1 When placing an order with Webregion, the Client provides Webregion with all data, information, and materials that Webregion indicates as necessary or useful for the execution of the Agreement, and/or that the Client reasonably should understand as necessary or useful for the execution of the Agreement. The Client is fully responsible for the correctness, relevance, and quality of the provided data, information, and materials. Webregion reserves the right to refuse the order or request adjusted data, information, and/or materials from the Client if the provided data, information, and/or materials are incomplete and/or of insufficient quality.
5.2 If the Agreement concerns the delivery of one or more Products that need to be designed by Webregion, Webregion will provide the Client with an initial design of the respective Product within the period specified in the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, and/or special conditions.
5.3 The Client must communicate any comments on the aforementioned design to Webregion within a period of five (5) business days after receiving the design; otherwise, the design is considered unconditionally accepted. If the Client has communicated any comments to Webregion within the specified period, Webregion will adjust the design of the Product according to the reasonable comments of the Client.
5.4 Webregion will proceed with the final production of the Product as soon as it receives written approval of the modified design from the Client or, in the case of silent approval by the Client in accordance with Article 5.3 of these General Terms and Conditions. The aforementioned written approval and/or silence release Webregion from all responsibilities for errors identified after the start of final production.
5.5 The delivery of Products – physical goods occurs in accordance with the Incoterm® "Ex Works" (EXW) storage location as specified in the written agreement between Webregion and the Client, or in the absence thereof, in the written and/or electronic order confirmation issued by Webregion.
5.6 Upon the request of the Client, Webregion will organize transport to the destination requested by the Client, as indicated in the written agreement between Webregion and the Client or, in the absence thereof, in the written and/or electronic order confirmation issued by Webregion, at the expense, at the risk, and at the cost of the Client.
5.7 Except for Article 5.3 of these General Terms and Conditions, the specified execution and/or delivery times are always indicative and do not constitute an essential part of the Agreement. In case of exceeding the specified period, for any reason, Webregion and the Client will agree on a reasonable additional period. No deadline overrun, whether of the original or additional deadline(s), can lead to the payment of any compensation or the dissolution of the Agreement. Changes in the price request and/or the order of the Client, changes in the written agreement between Webregion and the Client, changes in the written and/or electronic order confirmation issued by Webregion, changes in the provided data, information, and/or materials, and/or additional works automatically result in the expiration of the presumed execution and/or delivery times.
5.8 In any case, Webregion is not liable for delays caused by the default of manufacturers and/or suppliers of Webregion, the Client, and/or any other third party.
5.9 Webregion has the right to deliver or perform the Agreement and related Services and/or Products in different parts. Partial delivery or execution cannot give rise to the payment of any compensation or the dissolution of the Agreement.
5.10 Webregion fulfills its obligations under the Agreement independently and in complete independence. If the Client provides guidelines regarding the execution of the Agreement, these guidelines will only serve the effective execution of the contractual agreements without affecting the manner of execution, as Webregion has exclusive decision-making authority in this regard.
6. INFORMATION, SAMPLES, AND MODELS
6.1 The Client is assumed to be aware of all characteristics of the Services and/or Products ordered by him. The Client cannot derive any right from the information, samples, and/or models provided by Webregion on its own initiative or at the request of the Client.
6.2 The Client bears exclusive and full responsibility for determining whether the Services and/or Products are suitable and meet all quality requirements regarding the use and/or objectives for which the Client has purchased or intends to use the Services and/or Products. To this end, the Client will conduct necessary tests and request essential information (including the proper use of the relevant Services and/or Products, potential hazards associated with these Services and/or Products, their applications and qualities, etc.). The Client explicitly undertakes to verify the information obtained, including its accuracy, completeness, and applicability regarding the use and/or objectives for which the Client has purchased or intends to use the Services and/or Products.
6.3 All information provided by Webregion, on its own initiative or at the request of the Client, is for informational purposes only and does not release the Client from its obligations under Article 6.2 of these General Terms and Conditions. Webregion's responsibility in this regard is always limited to the responsibility imposed on Webregion by Belgian law.
7. ACCEPTANCE AND COMPLAINTS
7.1 The Client must perform an initial verification immediately upon receiving the relevant documents, plans, drawings, designs, calculations, and/or Products, which result from the work performed by Webregion. The Client will also perform an immediate verification after the delivery of Services and/or Products. This immediate verification obligation includes (but is not limited to): complete and/or correct execution of the Agreement and/or delivery of the Service(s) and/or Product(s), the use of correct data, information, and/or materials, visible defects in the delivered Services and/or Products, etc. The Client must immediately notify Webregion of any verifiable deviations; otherwise, he is deemed to have accepted these performances as agreed. In any case, the Client loses the right to invoke these immediately verifiable defects and/or non-conformities if he does not inform Webregion within a period of eight (8) calendar days by Registered Complaint Letter.
7.2 The use, processing, and/or modification of the Services and/or Products delivered by Webregion are considered as approval and acceptance, constitute final delivery of the respective Services and/or Products, and release Webregion from its responsibility and liability in accordance with Article 8 of these General Terms and Conditions.
7.3 Complaints regarding hidden defects must be reported to Webregion within a period of six (6) months after delivery by Registered Complaint Letter. In any case, the Client loses the right to invoke any defect if he does not notify Webregion by Registered Complaint Letter within a period of eight (8) calendar days after discovering or should have discovered the defect.
7.4 In case of timely and correct reported non-conformity or defect, Webregion will, at its discretion and judgment: (1) correct the non-conforming or defective documents, plans, drawings, designs, calculations, and/or other Products resulting from the work performed by Webregion; or (2) compensate for the non-conformity or defect. The Client acknowledges that these measures individually constitute a complete and adequate compensation for any possible damage resulting from non-conformity or defect.
7.5 The eventual (partial) correction and/or compensation for Services and/or Products cannot lead to the payment of any compensation or the dissolution of the Agreement.
7.6 Without the explicit and written agreement of Webregion, the Client, in any case, does not have the right to return Products or have work performed by third parties.
7.7 Webregion reserves the right to determine the non-conformity of the delivery and/or other defects and to investigate their cause.
7.8 Complaints and/or any (partial) correction and/or compensation for Services and/or Products do not exempt the Client from his payment obligation within the deadline(s) set in the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the special conditions, these General Terms and Conditions, and/or the respective invoice.
7.9 The Client is obliged to compensate for costs incurred as a result of unjustified complaints.
8. LIABILITY
8.1 Webregion will provide the Services and/or Products to the best of its ability. Unless expressly stated otherwise, Webregion does not undertake any obligation to achieve a specific result. The goals and/or wishes indicated by the Client are therefore in no way to be considered as the sole result on the part of Webregion.
8.2 The Client acknowledges and accepts that the Services and/or Products are subjective products, and therefore, Webregion can never be held liable for delivering a Service and/or Product that is not entirely to the satisfaction of the Client.
8.3 Webregion's liability is at all times limited to the liability imposed by law in the given factual circumstances and is in any case limited to the lower of the following two amounts: (1) the respective invoice amount, or (2) the amount of the payout under the insurance policies taken out by Webregion.
8.3 In no case is Webregion liable for: (i) indirect damages (including but not limited to loss of revenue), (ii) errors or defects in execution due to incorrect, delayed, and/or incomplete information, data, and/or materials as communicated by the Client; (iii) any damage resulting from changes made by the Client and/or a third party to the documents, plans, drawings, designs, calculations, and/or other Products resulting from the work performed by Webregion, (iv) damage resulting from the use of the documents, plans, drawings, designs, calculations, and/or other Products resulting from the work performed by Webregion, (v) damage resulting from the non-compliance by the Client, its employees or collaborators, and/or third parties with legal and/or other obligations.
8.4 Webregion is in no case liable for any damage resulting from the failure of the Client to fulfill its obligations under the Agreement, including, but not limited to, timely submitting to Webregion data, information, and/or materials indicated by Webregion as necessary or useful for the performance of its obligations towards the Client, and regarding the data, information, and/or materials that the Client reasonably understands to be necessary or useful for the performance of Webregion's obligations towards the Client.
9. INDEMNIFICATION
9.1 The Client will fully indemnify and defend Webregion against all claims and proceedings, including claims and proceedings by third parties, arising from or as a result of any act or omission of the Client, in violation of the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the special conditions, these General Terms and Conditions, and/or other (legal) obligations of the Client.
9.2 The Client will indemnify Webregion for all damages, including legal and other costs, arising from its defense regarding the claims and/or proceedings mentioned in Article 9.1 of these General Terms and Conditions.
10. CLIENT'S OBLIGATIONS
10.1 The Client bears full and exclusive responsibility to:
10.2 If the Client fails to comply with its obligations as specified in the written agreement between Webregion and the Client, the written and/or electronic order confirmation issued by Webregion, the special conditions, these General Terms and Conditions, and/or when the Client fails to meet all its other (legal) obligations, Webregion has the right to suspend its obligations (temporarily). The costs associated with this suspension are entirely at the expense of the Client. These costs include (but are not limited to): additional working hours, storage fees, etc.
11. FORCE MAJEURE AND HARDSHIP
11.1 Webregion is not liable for any failure to fulfill its obligations caused by force majeure or hardship.
11.2 In the event of force majeure or hardship, Webregion may, at its own discretion and insight, without prior notice or judicial intervention, and without any recourse against Webregion: (1) temporarily suspend the performance of its obligations; (2) extrajudicially terminate the Agreement by registered letter; and/or (3) invite the Client to renegotiate the Agreement. If the Client does not participate in good faith in the renegotiations, Webregion may request the court to determine new contract terms and/or condemn the Client to compensation.
11.3 Force majeure and hardship include, among other things (merely illustrative list): unavailability and/or scarcity of certain materials, scarcity of raw materials, currency fluctuations, increases in material prices, prices of auxiliary materials and raw materials, wages, salaries, social charges, costs imposed by the government, levies and taxes, transport costs, impediments occurring between the written and/or electronic order confirmation and delivery, fire, lockouts, floods, ice floes, adverse weather conditions, strikes, mobilization, war, illness, accidents, communication and information disruptions, government measures, export bans, delays in supply, transport and/or movement restrictions, including a lack of or withdrawal of transportation options, export restrictions, import restrictions, breakdowns, traffic jams, etc.
12. INVOICE AND PAYMENT
12.1 The Client must submit complaints regarding invoices to Webregion within eight (8) calendar days of receiving the invoice, by Registered Complaint Letter.
12.2 Unless otherwise agreed in writing, the Client must pay a 50% deposit of the agreed price when placing the order. Webregion has the right to suspend the execution of its obligations under the Agreement until this amount is paid.
12.3 All invoices are payable in cash at the registered office of Webregion on the date specified on the invoice. No discount is allowed for cash payments. Only receipts signed by Webregion or persons authorized to legally bind Webregion are valid.
12.4 In case of non-payment, or incomplete payment on the due date of any invoice: (1) an annual interest rate of 12%, compounded annually, applies automatically and without notice; (2) the Client owes a lump sum compensation equal to 10% of the invoice amount, with a minimum of one hundred twenty-five euros (€125.00), without prejudice to Webregion's right to prove higher damages; (3) the Client is obliged to pay additional administrative costs equal to 7% of the invoice amount, with a minimum of fifteen euros (€15); (4) the Client is obliged to pay all judicial and extrajudicial collection costs; (5) all other, even not yet due, invoices of Webregion become immediately due and payable by the Client; (6) Webregion has the right to suspend and/or terminate (further) performance of the relevant Agreement and/or one or more other agreements with the Client by registered letter, without prior notice or judicial intervention. In case of a possible restart, a restart fee of 10% of the outstanding invoices is charged. Points (4) and (5) also apply in case of imminent bankruptcy, judicial or conventional dissolution, application of the Belgian law of January 31, 2009, on the continuity of enterprises, payment default, or any other fact by which Webregion reasonably loses confidence in the creditworthiness of the Client.
12.5 Acceptance of partial payment is made with all reservations and is charged in the following order: (1) collection costs, (2) compensation; (3) interest; (4) principal sums.
12.6 The entry of the outgoing invoice in the outgoing invoice book of Webregion is deemed to be a presumption of dispatch and receipt of the respective invoice.
13. CANCELLATION
13.1 In the event that an order is canceled by or on behalf of the Client, for any reason, and if a fixed fee has been agreed upon, the Client is obligated to pay a lump-sum compensation of 80% of the fixed fee if the cancellation occurs before the start of the execution of the Agreement. This is without prejudice to Webregion's explicit right to claim higher compensation if proven. However, the Client is obliged to pay a lump-sum compensation equal to the entire fixed fee if the execution of the Agreement is prematurely terminated by or on behalf of the Client.
13.2 In the event that an order is canceled by or on behalf of the Client, for any reason, and if an hourly rate has been agreed upon, the Client is obliged to compensate for the already performed work hours, plus a lump-sum compensation of 15% of the estimated project price with a minimum of one thousand euros (€1,000), without prejudice to Webregion's right to prove higher damages.
14. INTELLECTUAL PROPERTY
14.1 When Webregion, in any form, performs work considered a creative process under intellectual property legislation, Webregion retains the rights arising from this work. The Client can acquire these rights only through a written agreement regulating the transfer of rights. Based on this article, Webregion – the designer of computerized data and images, a graphic work tool, a matrix, etc. – holds all copyrights to the Services and/or Products.
14.2 The transfer of copyrights, specifically the transfer of the reproduction right, must be explicitly included in a written agreement. This transfer does not result from the fact that the creative process was provided for in the Agreement or that this creative process was specially remunerated. The transfer of ownership of the Product – physical or digital data to the Client does not lead to the transfer of copyright.
14.3 If Webregion develops a Product for the Client, Webregion remains the owner of the intellectual rights related to this Product. Webregion remains the owner of all know-how used or developed for the execution of the Agreement and is free to use it for another purpose, such as the realization of other services and/or products.
14.4 The price specified in the Agreement reflects a non-exclusive and non-transferable right to use the Products developed by Webregion in accordance with the purpose of these Products.
14.5 When the Agreement concerns the use and/or development of software to any extent, Webregion may also use all software as well as the code specifically developed for the Client without any limitation. The source code of the software developed for the Client remains the property of Webregion at all times. This source code cannot be sold by the Client, nor provided free of charge or against payment. The Client may not disclose or pass on the source code. The Client may not make any modifications to the software developed by Webregion for him.
14.6 The Client cannot claim any ownership or intellectual property rights to standard software. These rights are either owned by Webregion or the developer, or a third party.
14.7 The Client is responsible for providing the correct data to be placed on the Products to be developed by Webregion. The Client is responsible for the content, accuracy, and quality of the data, information, and/or materials provided by him. The Client declares and warrants that he owns full ownership of this data, information, and/or materials, and that Webregion does not infringe on the rights of third parties by using them in the execution of the Agreement. Webregion assumes no liability in any way for this data, information, and/or materials. The Client will indemnify Webregion against any claims from third parties related to this content.
15. SUBCONTRACTING
15.1 Webregion has the right to subcontract (part of) the Services.
15.2 If Webregion acts as a subcontractor, Webregion has a direct claim on the client, up to the amount owed to the subcontractor/main contractor at the time of initiating the direct claim.
15.3 If Webregion acts as a subcontractor, Webregion also has a right of pledge on all receivables of the co-contractor – main contractor arising from the construction contract related to the work for which Webregion was subcontracted.
15.4 The direct claim mentioned in this article, as well as the right of pledge included in this article, apply not only to the relevant receivables but also to accessories, such as default interest and any compensation under penalty clause.
16. POACHING
16.1 The Client undertakes, during the execution of the Agreement and for a period of 12 months after its termination, not to employ or have employed by third parties any employees and/or appointees of Webregion.
16.2 In the event that the Client and/or its appointees violate the obligations of Article 16.1 of these General Terms and Conditions, the Client is liable to Webregion for a lump-sum compensation equal to the last gross annual salary of the poached employee and/or poached appointee, without prejudice to Webregion's right to prove higher damages.
17. OWNERSHIP RESERVATION
17.1 Ownership rights to the Products are only transferred to the Client upon full payment of the price, costs, interest, and all other accessories.
17.2 The Client must always do everything that may reasonably be expected of him to secure ownership rights to the unpaid Products. If third parties seize these Products or wish to establish or assert rights over them, the Client is obliged to inform Webregion immediately.
17.3 Furthermore, the Client undertakes to insure the unpaid Products against fire, explosion, water damage, and theft. Any proceeds from these insurances belong to Webregion.
17.4 If the Client fails to fulfill his obligations, or if Webregion suspects that the Client will not fulfill his obligations, the Client, at the first and simple request of Webregion, must return the relevant Products to Webregion at his own expense and risk within 24 hours. The exercise of this right leads to the immediate and automatic dissolution of the Agreement. Upon receipt of the Products, and provided these Products are still in good condition, the amounts already paid will be refunded to the Client, minus: (1) loss of profit, estimated at a lump sum of 5% of the total invoice amount; and (2) a lump-sum compensation of 50% of the total invoice amount for (additional) management and administrative costs. All this without prejudice to Webregion's right to prove higher damages.
17.5 In the event of a breach of the ownership reservation, Webregion automatically obtains a right of pledge on the realized selling price of the relevant Products, and the Client owes Webregion a lump-sum compensation of 35% of the total invoice amount.
18. WAIVER OF RIGHTS
The occasional or even repeated non-exercise by Webregion of any right can only be considered as tolerating a particular situation and does not lead to a waiver of rights.
19. NETTING
19.1 In accordance with the Financial Collateral Act of December 15, 2004, Webregion and the Client automatically and by operation of law offset and settle all currently existing and future debts towards each other. This means that in the ongoing relationship between Webregion and the Client, only the largest net claim remains after the aforementioned automatic offset.
19.2 This debt set-off will in any case be opposable to the curator and the other concurrent creditors, who will not be able to oppose the debt set-off carried out by the Client and Webregion.
20. SUSPENSION AND TERMINATION
20.1 In the event of any change in the Client's situation, such as death, conversion, merger, acquisition, transfer, liquidation, suspension of payments, collective or amicable settlement, request for payment deferment, cessation of activity, attachment, or any other circumstance that may undermine confidence in the creditworthiness of the Client, Webregion has the right, solely by that fact, to either suspend the execution of one or more agreements with the Client until the Client provides sufficient security for payment, or to declare one or more agreements with the Client dissolved from the date of dispatch of the dissolution, without prior notice and without judicial intervention, without prejudice to Webregion's right to claim additional damages. In the event of the dissolution of the Agreement, the license granted by Webregion to the Client will also automatically expire.
20.2 If the Agreement between Webregion and the Client is terminated, with or without the application of the termination right described in Article 20.1 of these General Terms and Conditions, the Client loses the right to demand that Webregion fulfill its obligations under the terminated Agreement. Webregion has the right to immediately remove or suspend any online services.
21. PERSONAL DATA AND VISUAL MATERIAL
21.1 The Client grants Webregion permission to include the personal data provided by the Client in an automated database. These data may be used for the purpose of conducting information or promotional campaigns related to the services offered by Webregion, within the framework of the contractual relationship between Webregion and the Client.
21.2 The Client can always request disclosure and correction of their data. If the Client no longer wishes to receive commercial information from Webregion, the Client must inform Webregion accordingly. Costs for changes to original data requested by the Client are always charged.
21.3 The Client is allowed to refer to the name 'Webregion' in connection with the delivery of services and/or products by Webregion, subject to the explicit, written, and prior consent of Webregion. Webregion reserves the right, if necessary, to conduct a quality control to verify whether the services and/or products are presented in accordance with the guidelines and quality standards set by Webregion.
21.4 Webregion is allowed to refer to the products and/or services it has performed or delivered to the Client, mentioning the name of the Client.
22. TRANSFER
22.1 Unless otherwise agreed in writing by Webregion, the Client may not transfer the rights and obligations arising from any agreement with Webregion to any third party.
22.2 Webregion has the right to transfer the rights and obligations arising from any agreement with the Client to third parties, whether or not affiliated companies, without prior consent of the Client. The Client hereby agrees to any transfers, both of claims and debts.
23. DISPUTES
23.1 Electronic communication between the Client and Webregion has the same binding force as a notice by regular mail and is accepted by the parties as valid evidence.
23.2 All disputes between Webregion and the Client fall under the exclusive jurisdiction of the competent courts at the registered office of Webregion, unless Webregion chooses to bring a dispute before the court of the Client's registered office or residence.
24. LANGUAGE
The Dutch version of these General Terms and Conditions is the only authentic version. These General Terms and Conditions are available upon request and can also be consulted at www.webregion.be.