These general terms and conditions of sale are applicable to any contractual relationship with 2UPGRADE SRL, whose registered office is at Rue de la Clef 20 in 7000 MONS, registered with the Crossroads Bank for Enterprises under the number BE 0753.400.681, hereinafter referred to as "The Seller" or "The Provider"
. These general terms and conditions form an integral part of the contract between the seller/provider and the client/buyer. The Seller/Contractor and the Customer/Buyer are hereinafter jointly referred to as "the Parties".
The "customer" or "buyer" is any natural or legal person who orders products and/or services from the seller/provider.
The "consumer" is the customer, a natural person, who acts for purposes that do not fall within the scope of his commercial, industrial, craft or liberal activity.
Only the present general conditions are applicable. In any event, they exclude any general or special conditions of the customer that the seller/provider has not expressly accepted in writing.
The general terms and conditions are accessible at any time on the website of the seller/provider: www.2upgrade.be, so that by placing an order with him, the customer declares that he has taken note of these general terms and conditions and confirms his acceptance of the rights and obligations relating to them.
The seller/provider reserves the right to modify these general conditions at any time and without prior notice, subject to the publication of these modifications on its website. These changes will apply to all orders for product(s) and/or service(s) placed from the time of the change.
To place an order, the customer chooses the product(s) and/or service(s) he/she wishes to order by going to the website of the seller/provider, indicates the contact details requested, verifies the accuracy of the order, and then pays for the order. The customer can also choose the product(s) and/or service(s) he/she wishes to order and informs the seller/provider by e-mail. This order will only be validated after confirmation of the order by the seller.
After receiving confirmation of payment of the order from the bank, the seller/provider will send the customer a summary of the order, including the order number, the products and/or services ordered as well as their price, these general terms and conditions or a link to them, as well as an indication of the probable execution time of the order.
The seller/provider reserves the right to suspend, cancel or refuse a customer's order, in particular if the data communicated by the customer proves to be manifestly erroneous or incomplete or if there is a dispute concerning the payment of a previous order.
In the event of cancellation of the order by the customer after its acceptance by the seller/provider, for any reason whatsoever, except in the case of force majeure, a sum equivalent to 30% of the price of the order shall be acquired by the seller/provider and invoiced to the customer as damages.
Orders placed via the seller's website are subject to the rules applicable to distance selling, in accordance with the Code of Economic Law, and in particular articles VI.47 to VI.53, as set out in point 7 of these general conditions.
2UPGRADE offers basic or complementary services:
Marketing analysis (advice, recommendations, provision of services)
Advice, creation and development of static, dynamic and other websites.
Creation of logos.
Creation of communication supports.
Search engine optimization (advice, recommendations and provision of services)
Marketing plan (advice, recommendations and provision of services)
Video and multimedia creation
Photography
Music composition
Web solutions and analysis (advice, recommendations and provision of services) Design and all computer graphics solutions
Training
All work will be scheduled upon receipt of the duly completed and signed order form and payment of the deposit (if any) into the 2UPGRADE account.
2UPGRADE reserves the right to refuse any services or work that is clearly contrary to good morals, racist and/or illegal. The services purchased are placed under the sole responsibility of the buyer, and any event of such a nature as to cancel the services for which they were purchased shall not engage the responsibility of 2UPGRADE, nor shall it give rise to any compensation, nor to the cancellation of the sale.
2UPGRADE shall not be held liable for any infringement of Belgian and international laws on the protection of intellectual property for any work, modifications or creations made using elements such as texts, logos, graphics, images and photos supplied by the client, of which it does not have exclusive ownership.
Similarly, all information contained in the graphic designs is the sole responsibility of the client.
The sale prices of the services are expressed in EUROS, including all taxes.
As the services are provided in the form of files, the price invoiced takes into account delivery by Internet connection. Other methods of messaging may be considered, but the costs will be borne exclusively by the client.
All files, texts, images, logos and communication media between the service provider and the client shall be kept and archived by 2UPGRADE for a period of 6 months from the date of receipt by the client.
When an offer or project is drawn up by 2UPGRADE, the special conditions thereof shall modify or supplement the present general conditions.
2UPGRADE reserves the right to modify its services without prior notice and without any other formality than to include these modifications in its general and special online conditions.
It is expressly agreed that, in the absence of contractual documents, e-mail exchanges between the customer and 2UPGRADE may serve to establish a commercial relationship. As such, these exchanges constitute evidence of the existence of a request for services.
The image or text creations made by the members of 2UPGRADE are protected by Belgian and international laws on the protection of intellectual property.
Hosting: 2UPGRADE uses subcontractors for hosting. As a result, it cannot be held responsible for any malfunctions or technical problems linked to the host. 2UPGRADE reserves the right to only host the websites of clients who have used its services.
Website services (website and e-commerce): Any subscription to a website plan is concluded for a period of one year (tacitly renewed).
Termination of services: If the customer decides to terminate the contract, he/she must notify 2UPGRADE of his/her intention by registered letter at least 3 months in advance (before the anniversary date for website services). The contract shall continue to have effect until the anniversary date of the contract, including the sums incurred by 2UPGRADE for the acquisition of the domain name from the service providers, for hosting and all other elements attached to the linked service (paid modules, subscriptions, rentals).
The price of the products and/or services is indicated in euros, all taxes included.
Any increase in VAT (Value Added Tax) or any new tax imposed between the time of the order and the time of delivery and/or performance will automatically be charged to the customer.
Any delivery costs are not included in the stated price, but are calculated separately during the ordering process, depending on the method and location of delivery and the number of products ordered.
Unless otherwise expressly agreed in writing by the seller/contractor, the delivery and/or performance deadlines mentioned in the special conditions shall not be binding. The seller/contractor may only be held liable if the delay is significant and if it is attributable to gross negligence.
The customer may not invoke the delivery and/or performance deadlines as grounds for rescinding the contract, claiming damages or asserting any other claim, unless otherwise agreed in writing and expressly accepted by the seller/contractor.
In the event of a delay exceeding the period of thirty (30) working days, the client shall send a formal notice of default by registered mail to the seller/contractor, who shall then be entitled to 50% of the prescribed time to deliver the ordered product(s) and/or perform the ordered services.
The seller remains the owner of the ordered products until full payment has been made.
Ownership of the products is only transferred to the customer after the collection or delivery of the items and after full payment of the order. In derogation of article 1583 of the Civil Code, the articles sold, delivered or installed remain the exclusive property of the seller until full payment of the invoice. As long as the payment of the sale price has not been made, the customer is forbidden to pledge the articles, to offer them, or to use them as a guarantee in any way whatsoever. The customer is expressly prohibited from making any changes to these items, from turning them into real estate by incorporation or by destination, from selling them or from disposing of them in any way whatsoever.
As long as the seller has the property rights to the delivered goods, in accordance with the provisions of this article, the customer shall remain responsible for maintaining these products in good condition. During this period, the customer alone shall be liable for any loss or damage to the products. If necessary, the customer undertakes to insure the products against all risks. The customer also undertakes to store the products in such a way that they cannot be confused with other products and that they can at all times be recognised as the property of the seller.
In accordance with Article VI.47 of the Code of Economic Law, the consumer who orders products and/or services from the seller/provider at a distance has a period of 14 calendar days from the day of delivery of the products or notification of their availability at the planned point of collection to notify the seller that he/she is withdrawing from the purchase, without penalty and without giving any reasons.
For services, the period of 14 calendar days starts to run from the day of the conclusion of the contract, i.e. the day on which the consumer received the summary of his order, in particular by email. Where this period expires on a Saturday, Sunday or public holiday, it shall be extended to the next working day.
The consumer may notify his wish to withdraw from the purchase by means of the withdrawal form posted on the website of the seller/supplier, by means of the form sent with the order form or available on the website of the Federal Public Service Economy, SMEs, Self-employed and Energy: economie.gov.be, or by means of an unambiguous statement setting out his decision to withdraw from the contract.
The consumer must return the product(s) he/she has withdrawn from in perfect condition in its/their original packaging. Only the direct costs of returning the product(s) shall be borne exclusively by the consumer. The seller/contractor shall refund the amount paid as soon as possible and at the latest within 14 days of the return of the products.
The consumer who opens or uses a product before the expiry of the withdrawal period shall be deemed to have waived his right of withdrawal in respect of that product.
Consumers who expressly accept that the ordered service will be performed before the expiry of the 14-day period and recognise that this performance will cause them to lose their right of withdrawal may no longer exercise this right, in accordance with Article 53 of Book VI of the Code of Economic Law, which will always be the case in the case of IT services of any kind.
Similarly, the consumer shall not be entitled to exercise the right of withdrawal if he falls within the scope of one of the other exceptions set out in Article 53 of Book VI of the Code of Economic Law, in particular in the case of the supply of goods made to the specifications of the consumer or clearly personalised.
The customer who does not meet the conditions for benefiting from the right of withdrawal described in the previous article of these conditions and who wishes to cancel his order shall inform the seller/provider, who will indicate the steps to be taken.
Any deposit paid by the customer to the seller/provider will not be refunded. If no deposit has been paid, the seller/provider may claim from the customer a cancellation indemnity equivalent to 30% of the price of the products and/or services whose order has been cancelled by the customer.
The delivery and/or execution deadlines indicated by the seller/supplier are provided for information purposes only and are not binding on the seller/supplier. A delay in the delivery and/or execution of the order shall therefore under no circumstances give rise to any compensation, termination of the contract, suspension of the customer's obligations, or payment of damages.
The order is only delivered to the customer or executed after full payment. The transfer of ownership and risk occurs when the order is fully paid for. The customer is therefore advised that he/she alone bears the risks associated with the delivery.
The products offered for sale by the seller are subject to availability.
In the event of unavailability of one or more products after payment of the order, the seller undertakes to inform the customer as soon as possible and to give him the choice between a refund, a modification of his order or a delivery postponed until the end of the stock shortage of the product(s) concerned.
The customer is obliged to check the apparent good condition and the conformity of the products delivered to him or collected from the collection point with the products he ordered.
Any complaints must be made in writing within 7 days of delivery of the order or notification of its availability at the collection point. Otherwise, they cannot be taken into account and the customer will be deemed to have definitively received the order.
If a complaint proves to be well-founded, the seller/provider will have the choice between replacing or refunding the price of the products and/or services concerned.
The information, logos, drawings, trademarks, models, slogans, graphic charters, etc. accessible through the website or the catalogue of the seller/provider are protected by intellectual property law.
Unless expressly agreed otherwise in advance, the customer is not authorised to modify, reproduce, rent, borrow, sell, distribute or create derivative works based in whole or in part on the elements present on the website or the catalogue of the seller/provider.
Unless expressly agreed otherwise, the agreed price therefore does not include any transfer of intellectual and/or industrial property rights on any grounds whatsoever.
Garantie légale pour tous les clients
Conformément aux articles 1641 à 1643 du Code civil, le vendeur est tenu de garantir les produits contre les vices cachés qui rendent les produits impropres à l’usage auxquels ils sont destinés, ou qui diminuent tellement cet usage que le client ne les aurait pas acquises ou n’en aurait donné qu’un moindre prix s’il les avait connus.
En cas de constatation d’un vice caché, le client devra agir à bref délai, conformément à l’article 1648 du Code civil, et aura le choix entre rendre le produit atteint d’un vice caché contre un remboursement total, ou de le garder contre un remboursement partiel. Le vendeur n’est pas tenu de garantir les produits contre les vices apparents, dont le client a pu ou aurait dû se rendre compte au moment de l’achat. De même, le vendeur n’est tenu de garantir les produits que contre les vices cachés dont il avait connaissance au moment de la vente, et dont il s’est abstenu d’avertir le client.
Seuls la facture, le ticket de caisse ou le bon d’achat valent comme certificats de garantie pour le client vis-à-vis du vendeur. Ces documents doivent être conservés par le client et présentés dans leur version originale.
Garantie légale complémentaire pour les clients ayant la qualité de consommateurs
Conformément à l’article 1649 quater du Code civil, le client qui a la qualité de consommateur dispose en outre d’une garantie légale de deux ans pour tous les défauts de conformité qui existaient lors de la délivrance du produit et qui sont apparus dans un délai de deux ans à compter de celle-ci.
Cette garantie comprend la réparation ou le remplacement du produit défectueux, sans frais pour le consommateur.
Si toutefois cette réparation ou remplacement s’avère impossible, disproportionnée pour le vendeur ou causerait un sérieux désagrément au consommateur, une réduction appropriée ou un remboursement pourront être proposés au consommateur. Le vendeur et le client pourront convenir d’un remboursement uniquement moyennant la remise des produits défectueux par celui-ci.
Dans le cas où des pièces de rechange ou des accessoires spécifiques nécessaires à la réparation du produit ne seraient plus disponibles chez le fabricant, le vendeur ne pourra être tenu responsable de la perte des possibilités d’utilisation du produit.
Le consommateur est tenu d’informer le vendeur de l’existence du défaut de conformité, par écrit, dans un délai de maximum deux mois à compter du jour où il a constaté le défaut, sous peine de déchéance de son droit à réclamation.
Seuls la facture, le ticket de caisse ou le bon d’achat valent comme certificats de garantie pour le consommateur vis-à-vis du vendeur. Ces documents doivent être conservées par le consommateur et présentés dans leur version originale. Le délai de garantie démarre à la date mentionnée sur ces documents.
Cette garantie ne s’applique pas dans le cas où la défaillance découle d’une utilisation erronée, de causes externes, d’un mauvais entretien, de phénomènes d’usure normaux ou de toute utilisation qui n’est pas conforme aux instructions du fabricant ou du vendeur.
En cas de dommage, de vol ou de perte d’un produit remis pour réparation, la responsabilité du vendeur sera tout état de cause limitée au prix de vente du produit.Le vendeur ne pourra en aucun cas être tenu responsable de la perte ou de la reproduction de données stockées dans ou par les appareils électroniques remis pour réparation.
Garantie quant aux services prestés
Le prestataire s’engage à exécuter la prestation de services en bon père de famille.
Le client bénéficie d’une garantie de conformité des prestations fournies par rapport aux prestations initialement demandées. En cas d’anomalie détectée durant cette période, le prestataire en assurera gratuitement et dans les meilleurs délais la correction, sous réserve que les anomalies détectées aient été dûment signalées au prestataire.
Sont expressément exclues de la garantie de conformité les prestations demandées à la suite d’une intervention ou d’une modification non autorisée, d’une erreur de manipulation ou d’une utilisation non conforme par le client, ou encore à la suite d’une anomalie engendrée par une intervention du client ou d’un tiers.
Le prestataire déclare que les résultats des prestations qui seraient protégées par le droit de la propriété intellectuelle constituent des créations originales. Dans le cas où il aurait fait appel à des intervenants extérieurs pour réaliser tout ou partie des prestations, il déclare avoir obtenu tous les droits et autorisation nécessaires pour exécuter ces services.
Par conséquent, le prestataire garantit le client contre toute action, réclamation, allégation, revendication ou opposition de la part de toute personne invoquant un droit de propriété intellectuelle ou industrielle, ou un acte de concurrence déloyale, sur tout ou partie des services prestés.
General
The customer acknowledges and accepts that all obligations on the part of the seller/contractor are exclusively of a means nature and that the seller/contractor is only liable for fraud and gross negligence.
In the event that the customer demonstrates the existence of gross negligence or wilful misconduct on the part of the seller/supplier, the loss for which the customer may claim compensation shall comprise solely the material damage resulting directly from the fault attributed to the seller/supplier, to the exclusion of any other damage, and may not exceed 75% (excluding tax) of the amount actually paid by the customer in execution of the order.
The customer also acknowledges that the seller/contractor is not liable for any direct or indirect damage caused by the products delivered or the services provided, such as loss of profit, increase in overheads, loss of customers, etc.
The seller/prestor is also not liable in the event of the customer providing incorrect information or in the event of an order being placed in his name by a third party.
Finally, it is the customer's responsibility to find out about any restrictions or customs duties imposed by their country on the products ordered. The seller cannot be held responsible if the customer has to face any restriction or additional tax to pay because of the policy adopted by his country in this matter.
Materials
If the customer imposes on the seller a process or materials of a certain quality, origin or type, despite the seller's written and reasoned reservations, the seller shall not be liable for any defects caused by the choice of the said process or materials.
The customer acknowledges the restrictions and risks associated with the use of the internet or any other means by which the website is currently or in the future made available. The customer also acknowledges the risks of storing and transmitting information by digital or electronic means.
The customer accepts that the seller/contractor cannot be held liable for any damage caused by the use of the website (and any applications) of the seller/contractor or the internet as a result of the aforementioned risks.
The customer further agrees that the electronic communications exchanged and the backups made by the seller/contractor may serve as evidence.
Force majeure or fortuitous event
The seller/supplier cannot be held responsible, either contractually or extra-contractually, in the event of temporary or definitive non-performance of its obligations when this non-performance is the result of a force majeure or fortuitous event.
The following events shall be considered as force majeure or fortuitous events:
- The total or partial loss or destruction of the vendor's/supplier's computer system or its database when one or other of these elements cannot reasonably be directly attributed to the vendor/supplier and it is not demonstrated that the vendor/supplier failed to take reasonable measures to prevent one or other of these events:
- Earthquakes;
- Fires;
- Floods;
- Epidemics;
- Acts of war or terrorism;
- Strikes, whether declared or not;
- Lock-outs;
- Blockades;
- Insurrections and riots;
- A stoppage of energy supply (such as electricity);
- A failure of the internet or data storage system;
- A failure of the telecommunications network;
- A loss of connectivity to the internet or telecommunications network on which the seller/provider depends;
- An act or decision of a third party where that decision affects the proper performance of this agreement;
- Any other causes beyond the reasonable control of the seller/provider.
Imprecision
If, due to circumstances beyond the control of the seller/contractor, the performance of its obligations cannot be continued or is simply made more onerous or difficult, the seller/contractor and the customer undertake to negotiate in good faith and in good faith an adjustment of the contractual conditions within a reasonable period of time with a view to restoring the balance. If no agreement is reached within a reasonable period of time, either party may invoke the termination of the contractual relationship between them without compensation or indemnity of any kind.
Termination of the contract
In the event of the insolvency of the client or in the event of unpaid debts, even within the framework of previous contracts between the client and the seller/provider, the latter shall be entitled to suspend the performance of its obligations until the client has repaid in full any unpaid debts due to the seller/provider. In the event of non-performance of its obligations by the client, the seller/provider may terminate the contract to the exclusive detriment of the client without delay or compensation and, where applicable, may claim damages from the client by any legal means.
Illegality
The possible illegality or invalidity of an article, paragraph or provision (or part of an article, paragraph or provision) shall not affect in any way the legality of the other articles, paragraphs or provisions of these general terms and conditions, nor shall it affect the remainder of that article, paragraph or provision, unless the contrary intention is evident from the text.
Headings
The headings used in these terms and conditions are for reference and convenience only. They do not affect the meaning or scope of the provisions they refer to.
No waiver
Failure, neglect or delay by any party to exercise any right or remedy under these terms and conditions shall not be construed as a waiver of such right or remedy.The Customer agrees that the Seller/Contractor shall not be liable for any damage caused by the use of the Seller/Contractor's website (and any applications) or the internet as a result of the aforementioned risks.
The customer further agrees that the electronic communications exchanged and the backups made by the seller/contractor may serve as evidence.
The present general conditions are subject to Belgian law.
In the event of a dispute relating to the validity, interpretation, execution or breach of these general terms and conditions, the parties undertake to have recourse to mediation prior to any other method of conflict resolution. The parties shall therefore appoint a mediator approved by the Federal Mediation Commission by mutual agreement or entrust a third party with this appointment. Once the mediator has been appointed, the parties shall define between themselves, with the help of the mediator, the modalities of organisation of the mediation and the duration of the process.
Either party may terminate the mediation at any time without prejudice. In case of failure of the mediation, only the courts of the judicial district of Hainaut shall have jurisdiction.
These general terms and conditions of sale are applicable to any contractual relationship with 2UPGRADE TOURNAI SRL, whose registered office is at Place Crombez 1B, 7500 TOURNAI, registered with the Crossroads Bank for Enterprises under number BE 0778.413.617, hereinafter referred to as "The Seller" or "The Provider"
. The Seller/Contractor and the Customer/Buyer are hereinafter jointly referred to as "the Parties".
The "customer" or "buyer" is any natural or legal person who orders products and/or services from the seller/provider.
The "consumer" is the customer, a natural person, who acts for purposes that do not fall within the scope of his commercial, industrial, craft or liberal activity.
The present general conditions are the only ones applicable. In any event, they exclude any general or special conditions of the customer that the seller/provider has not expressly accepted in writing.
The general terms and conditions are accessible at any time on the website of the seller/provider: www.2upgrade.be, so that by placing an order with him, the customer declares that he has taken note of these general terms and conditions and confirms his acceptance of the rights and obligations relating to them.
The seller/provider reserves the right to modify these general conditions at any time and without prior notice, subject to the publication of these modifications on its website. These changes will apply to all orders for product(s) and/or service(s) placed from the time of the change.
To place an order, the customer chooses the product(s) and/or service(s) he/she wishes to order by going to the website of the seller/provider, indicates the contact details requested, verifies the accuracy of the order, and then pays for the order. The customer can also choose the product(s) and/or service(s) he/she wishes to order and informs the seller/provider by e-mail. This order will only be validated after confirmation of the order by the seller.
After receiving confirmation of payment of the order from the bank, the seller/provider will send the customer a summary of the order, including the order number, the products and/or services ordered as well as their price, these general terms and conditions or a link to them, as well as an indication of the probable execution time of the order.
The seller/provider reserves the right to suspend, cancel or refuse a customer's order, in particular if the data communicated by the customer proves to be manifestly erroneous or incomplete or if there is a dispute concerning the payment of a previous order.
In the event of cancellation of the order by the customer after its acceptance by the seller/provider, for any reason whatsoever, except in the case of force majeure, a sum equivalent to 30% of the price of the order shall be acquired by the seller/provider and invoiced to the customer as damages.
Orders placed via the seller's website are subject to the rules applicable to distance selling, in accordance with the Code of Economic Law, and in particular articles VI.47 to VI.53, as set out in point 7 of these general conditions.
2UPGRADE TOURNAI SRL offers basic and complementary services:
Marketing analysis (advice, recommendations, provision of services)
Advice, creation and development of static, dynamic and other websites.
Creation of logos.
Creation of communication supports.
Search engine optimisation (advice, recommendations and provision of services)
Marketing plan (advice, recommendations and provision of services)
Video and multimedia creation
Photography
Music composition
Web solutions and analysis (advice, recommendations and provision of services) Design and all computer graphics solutions
Training
All work will be planned upon receipt of the duly completed and signed order form and payment of the deposit (if any) into the account of 2UPGRADE TOURNAI SRL.
2UPGRADE TOURNAI SRL reserves the right to refuse all services and work that are clearly contrary to good morals, racist and/or illegal. The services purchased are placed under the sole responsibility of the purchaser, and any event of such a nature as to cancel the services for which they were purchased shall not engage the responsibility of 2UPGRADE TOURNAI SRL, nor give rise to any compensation, nor to cancellation of the sale.
2UPGRADE TOURNAI SRL cannot be held responsible for any infringement of Belgian and international laws on the protection of intellectual property for any work, modifications or creations made from elements such as texts, logos, graphics, images and photos supplied by the client, of which it does not have exclusive ownership.
Similarly, all information contained in the graphic designs is the sole responsibility of the client.
The sale prices of the services are expressed in EUROS, all taxes included.
As the services are provided in the form of files, the price invoiced takes into account delivery by Internet connection. Other methods of messaging may be considered, but the costs will be borne exclusively by the client.
All files, texts, images, logos and communication media between the service provider and the client will be kept and archived by 2UPGRADE TOURNAI SRL for a period of 6 months from the date of receipt by the client.
When an offer or a project is drawn up by 2UPGRADE TOURNAI SRL, the special conditions of the latter shall modify or complete the present general conditions.
2UPGRADE TOURNAI SRL reserves the right to modify its services without prior notice and without any other formality than to include these modifications in its general and special conditions online.
It is expressly agreed that between the client and 2UPGRADE TOURNAI SRL, email exchanges, in the absence of contractual documents, may serve to establish a commercial relationship. Therefore, these exchanges constitute evidence of the existence of a request for services.
The image or text creations made by the members of 2UPGRADE TOURNAI SRL are protected by Belgian and international laws on the protection of intellectual property.
Hosting: 2UPGRADE TOURNAI SRL subcontracts its hosting services. As a result, it cannot be held responsible for any malfunctions or technical problems linked to the host. 2UPGRADE TOURNAI SRL reserves the right to host only the sites of clients who have used its services.
Website services (website and e-commerce): Any subscription to a website plan is concluded for a period of one year (tacitly renewed).
Termination of services: If the customer decides to terminate the contract, he/she must notify 2UPGRADE of his/her intention by registered letter at least 3 months in advance (before the anniversary date for website services). The contract shall continue to have effect until the anniversary date of the contract, including the sums incurred by 2UPGRADE for the acquisition of the domain name from the service providers, for hosting and all other elements attached to the linked service (paid modules, subscriptions, rentals).
The price of the products and/or services is indicated in euros, all taxes included.
Any increase in VAT (Value Added Tax) or any new tax imposed between the time of the order and the time of delivery and/or performance will automatically be charged to the customer.
Any delivery costs are not included in the stated price, but are calculated separately during the ordering process, depending on the method and location of delivery and the number of products ordered.
Unless otherwise expressly agreed in writing by the seller/contractor, the delivery and/or performance deadlines mentioned in the special conditions shall not be binding. The seller/contractor may only be held liable if the delay is significant and if it is attributable to gross negligence.
The customer may not invoke the delivery and/or performance deadlines as grounds for rescinding the contract, claiming damages or asserting any other claim, unless otherwise agreed in writing and expressly accepted by the seller/contractor.
In the event of a delay exceeding the period of thirty (30) working days, the client shall send a formal notice of default by registered mail to the seller/contractor, who shall then be entitled to 50% of the prescribed time to deliver the ordered product(s) and/or perform the ordered services.
The seller remains the owner of the ordered products until full payment has been made.
Ownership of the products is only transferred to the customer after the collection or delivery of the items and after full payment of the order. In derogation of article 1583 of the Civil Code, the articles sold, delivered or installed remain the exclusive property of the seller until full payment of the invoice. As long as the payment of the sale price has not been made, the customer is forbidden to pledge the articles, to offer them, or to use them as a guarantee in any way whatsoever. The customer is expressly prohibited from making any changes to these items, from turning them into real estate by incorporation or by destination, from selling them or from disposing of them in any way whatsoever.
As long as the seller has the property rights to the delivered goods, in accordance with the provisions of this article, the customer shall remain responsible for maintaining these products in good condition. During this period, the customer alone shall be liable for any loss or damage to the products. If necessary, the customer undertakes to insure the products against all risks. The customer also undertakes to store the products in such a way that they cannot be confused with other products and that they can at all times be recognised as the property of the seller.
In accordance with Article VI.47 of the Code of Economic Law, the consumer who orders products and/or services from the seller/provider at a distance has a period of 14 calendar days from the day of delivery of the products or notification of their availability at the planned point of collection to notify the seller that he/she is withdrawing from the purchase, without penalty and without giving any reasons.
For services, the period of 14 calendar days starts to run from the day of the conclusion of the contract, i.e. the day on which the consumer received the summary of his order, in particular by email. Where this period expires on a Saturday, Sunday or public holiday, it shall be extended to the next working day.
The consumer may notify his wish to withdraw from the purchase by means of the withdrawal form posted on the website of the seller/supplier, by means of the form sent with the order form or available on the website of the Federal Public Service Economy, SMEs, Self-employed and Energy: economie.gov.be, or by means of an unambiguous statement setting out his decision to withdraw from the contract.
The consumer must return the product(s) he/she has withdrawn from in perfect condition in its/their original packaging. Only the direct costs of returning the product(s) shall be borne exclusively by the consumer. The seller/contractor shall refund the amount paid as soon as possible and at the latest within 14 days of the return of the products.
The consumer who opens or uses a product before the expiry of the withdrawal period shall be deemed to have waived his right of withdrawal in respect of that product.
Consumers who expressly accept that the ordered service will be performed before the expiry of the 14-day period and recognise that this performance will cause them to lose their right of withdrawal may no longer exercise this right, in accordance with Article 53 of Book VI of the Code of Economic Law, which will always be the case in the case of IT services of any kind.
Similarly, the consumer shall not be entitled to exercise the right of withdrawal if he falls within the scope of one of the other exceptions set out in Article 53 of Book VI of the Code of Economic Law, in particular in the case of the supply of goods made to the specifications of the consumer or clearly personalised.
The customer who does not meet the conditions for benefiting from the right of withdrawal described in the previous article of these conditions and who wishes to cancel his order shall inform the seller/provider, who will indicate the steps to be taken.
Any deposit paid by the customer to the seller/provider will not be refunded. If no deposit has been paid, the seller/provider may claim from the customer a cancellation indemnity equivalent to 30% of the price of the products and/or services whose order has been cancelled by the customer.
The delivery and/or execution deadlines indicated by the seller/supplier are provided for information purposes only and are not binding on the seller/supplier. A delay in the delivery and/or execution of the order shall therefore under no circumstances give rise to any compensation, termination of the contract, suspension of the customer's obligations, or payment of damages.
The order is only delivered to the customer or executed after full payment. The transfer of ownership and risk occurs when the order is fully paid for. The customer is therefore advised that he/she alone bears the risks associated with the delivery.
The products offered for sale by the seller are subject to availability.
In the event of unavailability of one or more products after payment of the order, the seller undertakes to inform the customer as soon as possible and to give him the choice between a refund, a modification of his order or a delivery postponed until the end of the stock shortage of the product(s) concerned.
The customer is obliged to check the apparent good condition and the conformity of the products delivered to him or collected from the collection point with the products he ordered.
Any complaints must be made in writing within 7 days of delivery of the order or notification of its availability at the collection point. Otherwise, they cannot be taken into account and the customer will be deemed to have definitively received the order.
If a complaint proves to be well-founded, the seller/provider will have the choice between replacing or refunding the price of the products and/or services concerned.
The information, logos, drawings, trademarks, models, slogans, graphic charters, etc. accessible through the website or the catalogue of the seller/provider are protected by intellectual property law.
Unless expressly agreed otherwise in advance, the customer is not authorised to modify, reproduce, rent, borrow, sell, distribute or create derivative works based in whole or in part on the elements present on the website or the catalogue of the seller/provider.
Unless expressly agreed otherwise, the agreed price therefore does not include any transfer of intellectual and/or industrial property rights on any grounds whatsoever.
Garantie légale pour tous les clients
Conformément aux articles 1641 à 1643 du Code civil, le vendeur est tenu de garantir les produits contre les vices cachés qui rendent les produits impropres à l’usage auxquels ils sont destinés, ou qui diminuent tellement cet usage que le client ne les aurait pas acquises ou n’en aurait donné qu’un moindre prix s’il les avait connus.
En cas de constatation d’un vice caché, le client devra agir à bref délai, conformément à l’article 1648 du Code civil, et aura le choix entre rendre le produit atteint d’un vice caché contre un remboursement total, ou de le garder contre un remboursement partiel. Le vendeur n’est pas tenu de garantir les produits contre les vices apparents, dont le client a pu ou aurait dû se rendre compte au moment de l’achat. De même, le vendeur n’est tenu de garantir les produits que contre les vices cachés dont il avait connaissance au moment de la vente, et dont il s’est abstenu d’avertir le client.
Seuls la facture, le ticket de caisse ou le bon d’achat valent comme certificats de garantie pour le client vis-à-vis du vendeur. Ces documents doivent être conservés par le client et présentés dans leur version originale.
Garantie légale complémentaire pour les clients ayant la qualité de consommateurs
Conformément à l’article 1649 quater du Code civil, le client qui a la qualité de consommateur dispose en outre d’une garantie légale de deux ans pour tous les défauts de conformité qui existaient lors de la délivrance du produit et qui sont apparus dans un délai de deux ans à compter de celle-ci.
Cette garantie comprend la réparation ou le remplacement du produit défectueux, sans frais pour le consommateur.
Si toutefois cette réparation ou remplacement s’avère impossible, disproportionnée pour le vendeur ou causerait un sérieux désagrément au consommateur, une réduction appropriée ou un remboursement pourront être proposés au consommateur. Le vendeur et le client pourront convenir d’un remboursement uniquement moyennant la remise des produits défectueux par celui-ci.
Dans le cas où des pièces de rechange ou des accessoires spécifiques nécessaires à la réparation du produit ne seraient plus disponibles chez le fabricant, le vendeur ne pourra être tenu responsable de la perte des possibilités d’utilisation du produit.
Le consommateur est tenu d’informer le vendeur de l’existence du défaut de conformité, par écrit, dans un délai de maximum deux mois à compter du jour où il a constaté le défaut, sous peine de déchéance de son droit à réclamation.
Seuls la facture, le ticket de caisse ou le bon d’achat valent comme certificats de garantie pour le consommateur vis-à-vis du vendeur. Ces documents doivent être conservées par le consommateur et présentés dans leur version originale. Le délai de garantie démarre à la date mentionnée sur ces documents.
Cette garantie ne s’applique pas dans le cas où la défaillance découle d’une utilisation erronée, de causes externes, d’un mauvais entretien, de phénomènes d’usure normaux ou de toute utilisation qui n’est pas conforme aux instructions du fabricant ou du vendeur.
En cas de dommage, de vol ou de perte d’un produit remis pour réparation, la responsabilité du vendeur sera tout état de cause limitée au prix de vente du produit.Le vendeur ne pourra en aucun cas être tenu responsable de la perte ou de la reproduction de données stockées dans ou par les appareils électroniques remis pour réparation.
Garantie quant aux services prestés
Le prestataire s’engage à exécuter la prestation de services en bon père de famille.
Le client bénéficie d’une garantie de conformité des prestations fournies par rapport aux prestations initialement demandées. En cas d’anomalie détectée durant cette période, le prestataire en assurera gratuitement et dans les meilleurs délais la correction, sous réserve que les anomalies détectées aient été dûment signalées au prestataire.
Sont expressément exclues de la garantie de conformité les prestations demandées à la suite d’une intervention ou d’une modification non autorisée, d’une erreur de manipulation ou d’une utilisation non conforme par le client, ou encore à la suite d’une anomalie engendrée par une intervention du client ou d’un tiers.
Le prestataire déclare que les résultats des prestations qui seraient protégées par le droit de la propriété intellectuelle constituent des créations originales. Dans le cas où il aurait fait appel à des intervenants extérieurs pour réaliser tout ou partie des prestations, il déclare avoir obtenu tous les droits et autorisation nécessaires pour exécuter ces services.
Par conséquent, le prestataire garantit le client contre toute action, réclamation, allégation, revendication ou opposition de la part de toute personne invoquant un droit de propriété intellectuelle ou industrielle, ou un acte de concurrence déloyale, sur tout ou partie des services prestés.
General
The customer acknowledges and accepts that all obligations on the part of the seller/contractor are exclusively of a means nature and that the seller/contractor is only liable for fraud and gross negligence.
In the event that the customer demonstrates the existence of gross negligence or wilful misconduct on the part of the seller/supplier, the loss for which the customer may claim compensation shall comprise solely the material damage resulting directly from the fault attributed to the seller/supplier, to the exclusion of any other damage, and may not exceed 75% (excluding tax) of the amount actually paid by the customer in execution of the order.
The customer also acknowledges that the seller/contractor is not liable for any direct or indirect damage caused by the products delivered or the services provided, such as loss of profit, increase in overheads, loss of customers, etc.
The seller/prestor is also not liable in the event of the customer providing incorrect information or in the event of an order being placed in his name by a third party.
Finally, it is the customer's responsibility to find out about any restrictions or customs duties imposed by their country on the products ordered. The seller cannot be held responsible if the customer has to face any restriction or additional tax to pay because of the policy adopted by his country in this matter.
Materials
If the customer imposes on the seller a process or materials of a certain quality, origin or type, despite the seller's written and reasoned reservations, the seller shall not be liable for any defects caused by the choice of the said process or materials.
The customer acknowledges the restrictions and risks associated with the use of the internet or any other means by which the website is currently or in the future made available. The customer also acknowledges the risks of storing and transmitting information by digital or electronic means.
The customer accepts that the seller/contractor cannot be held liable for any damage caused by the use of the website (and any applications) of the seller/contractor or the internet as a result of the aforementioned risks.
The customer further agrees that the electronic communications exchanged and the backups made by the seller/contractor may serve as evidence.
Force majeure or fortuitous event
The seller/supplier cannot be held responsible, either contractually or extra-contractually, in the event of temporary or definitive non-performance of its obligations when this non-performance is the result of a force majeure or fortuitous event.
The following events shall be considered as force majeure or fortuitous events:
- The total or partial loss or destruction of the vendor's/supplier's computer system or its database when one or other of these elements cannot reasonably be directly attributed to the vendor/supplier and it is not demonstrated that the vendor/supplier failed to take reasonable measures to prevent one or other of these events:
- Earthquakes;
- Fires;
- Floods;
- Epidemics;
- Acts of war or terrorism;
- Strikes, whether declared or not;
- Lock-outs;
- Blockades;
- Insurrections and riots;
- A stoppage of energy supply (such as electricity);
- A failure of the internet or data storage system;
- A failure of the telecommunications network;
- A loss of connectivity to the internet or telecommunications network on which the seller/provider depends;
- An act or decision of a third party where that decision affects the proper performance of this agreement;
- Any other causes beyond the reasonable control of the seller/provider.
Imprecision
If, due to circumstances beyond the control of the seller/contractor, the performance of its obligations cannot be continued or is simply made more onerous or difficult, the seller/contractor and the customer undertake to negotiate in good faith and in good faith an adjustment of the contractual conditions within a reasonable period of time with a view to restoring the balance. If no agreement is reached within a reasonable period of time, either party may invoke the termination of the contractual relationship between them without compensation or indemnity of any kind.
Termination of the contract
In the event of the insolvency of the client or in the event of unpaid debts, even within the framework of previous contracts between the client and the seller/provider, the latter shall be entitled to suspend the performance of its obligations until the client has repaid in full any unpaid debts due to the seller/provider. In the event of non-performance of its obligations by the client, the seller/provider may terminate the contract to the exclusive detriment of the client without delay or compensation and, where applicable, may claim damages from the client by any legal means.
Illegality
The possible illegality or invalidity of an article, paragraph or provision (or part of an article, paragraph or provision) shall not affect in any way the legality of the other articles, paragraphs or provisions of these general terms and conditions, nor shall it affect the remainder of that article, paragraph or provision, unless the contrary intention is evident from the text.
Headings
The headings used in these terms and conditions are for reference and convenience only. They do not affect the meaning or scope of the provisions they refer to.
No waiver
Failure, neglect or delay by any party to exercise any right or remedy under these terms and conditions shall not be construed as a waiver of such right or remedy.The Customer agrees that the Seller/Contractor shall not be liable for any damage caused by the use of the Seller/Contractor's website (and any applications) or the internet as a result of the aforementioned risks.
The customer further agrees that the electronic communications exchanged and the backups made by the seller/contractor may serve as evidence.
The present general conditions are subject to Belgian law.
In the event of a dispute relating to the validity, interpretation, execution or breach of these general terms and conditions, the parties undertake to have recourse to mediation prior to any other method of conflict resolution. The parties shall therefore appoint a mediator approved by the Federal Mediation Commission by mutual agreement or entrust a third party with this appointment. Once the mediator has been appointed, the parties shall define between themselves, with the help of the mediator, the modalities of organisation of the mediation and the duration of the process.
Either party may terminate the mediation at any time without prejudice. In case of failure of the mediation, only the courts of the judicial district of Hainaut shall have jurisdiction.