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Article 1. Definitions and scope of application
These general conditions are the contract binding the parties, namely Arkos Consult S.P.R.L., located avenue Georges Henri 36/3, 1200 Brussels, registered for the ECB under number: BE0656.719.001, hereinafter referred to as “Arkos Consult” and the customer, on the other hand.
“The customer” is any natural or legal person who orders services to the seller.
“The consumer’ is the natural person who is acting for purposes which are outside his trade, business, craft or profession.
Article 2. General
These general terms and conditions are available on the website of Arkos Consult so that placing the order, the client shall confirm its acceptance of these general conditions.
Prior to the signing of the contract, the customer acknowledges having received all explanations and descriptions of the services/products provided by Arkos Consult. All provisions on explanatory documents of products/services provided by Arkos Consult shall be considered as part of the general conditions and have been discussed and approved by the customer.
Arkos consult reserves the right to change these terms and conditions at any time without prior notice. These changes will apply to all orders for services concluded subsequently.
Article 3. Prices and Order
All prices are quoted in Euro.
After having selected the service (s) that he wishes to order, the customer shall inform Arkos Consult, by telephone, e-mail or via the platform Arkos Consult (http://www.arkos-consult.be) where appropriate.
Arkos Consult then sends to the customer a purchase order relating to the service (s) ordered, and eventually request the payment of an advance.
The order contains a statement reminding the customer the application of these general conditions, as well as the existence of the right of withdrawal for consumers in accordance with these general conditions.The customer must then accept and return the signed order form to Arkos Consult, in order to confirm the order.
The invoices must be paid within 7 days of receipt unless otherwise stated on the invoices.
Any sums not paid on its expiry will result as of right and without the need for prior notice, of interests at the rate of 8 % per year and a penalty payment of 10 % of the sum not paid on time. In case of payment default, Arkos Consult may, without prior notice either suspend the performance of its own obligations until the day of full payment of the price, or consider the contract terminated, and, to customer grievances.
In case of non-payment (total or partial) Arkos Consult reserves the right to suspend the hosting of the customer site, without suspending the customer’s obligations to Arkos Consult.The work delivered will remain the property of Arkos Consult until the date of full payment of the invoices relating to it.
The source code of a possible development remains the property of Arkos Consult. In case of cancellation of an order, the down payment by the client may be retained by Arkos Consult as a lump sum. The customer must also pay Arkos Consult all charges incurred until the day of the annulment to be.
Any convention negotiated or order addressed to Arkos Consult, will not bind the latter unless they are written confirmation on the part of one of the managers of Arkos Consult.
Arkos Consult reserves the right to suspend or refuse the order, especially if the data provided by the customer prove to be manifestly incorrect or incomplete.
Article 4. Right of withdrawal
The consumer has a period of 14 calendar days from the date of conclusion of the contract, i.e. the day the consumer has received the summary of the order by email, to notify Arkos Consult the renouncement of the purchase, without penalty and without giving any reason.
The consumer may notify its intention to renounce the purchase by sending a simple email to withdraw at the address email firstname.lastname@example.org.
Where the time-limit falls to expire on a Saturday, Sunday or public holiday, it shall be extended to the first working day thereafter.
Arkos Consult shall refund the amount paid as soon as possible and at the latest within 14 days of the notification of its termination by the consumer.
The consumer that expressly agreed that the service ordered should start before of the expiry of the period of 14 days, recognises that this execution will make him lose his right of withdrawal, in accordance with Article 53 of Book VI of the Code of Economic Law.
Similarly, the consumer may not exercise the right of withdrawal where its order for services is covered by another exception to Article 53 of Book VI of the Code of economic law.
Article 5. Assignment of the contract
The agreements concluded with Arkos Consult may not be assigned by the customer to a third party without the prior written consent of Arkos Consult.
Arkos Consult reserves the right to assign its claims and its debt without the agreement of the client to be needed again.
Indeed, the customer mark from signature of the order form its irrevocable agreement that Arkos Consult may both assign its claim and its debt vis-à-vis the client without special particular formalities.
Article 6. Complaints
Any complaints must be submitted in writing within 7 days from the date of delivery. Otherwise, they will not be taken into account and the goods or services delivered by Arkos Consult will be deemed to comply. If a complaint proves well-founded, all facilities must be granted to Arkos Consult to recognise and limit the consequences of such failure. Any inadequacy in the services and work does not allow the customer to suspend the sums owed to Arkos Consult.
Article 7. Warranty
Arkos Consult Service undertakes to perform the service (s) with due diligence.
The customer benefits from a guarantee of compliance of the services provided in relation to the services originally requested.
In case of anomaly detected during this period, Arkos Consult ensure free of charge and as soon as possible the correction, provided that the anomalies detected have been duly reported to Arkos Consult within 7 days as mentioned above in the section “complaints”. Are expressly excluded from the guarantee of conformity the services requested after a procedure or unauthorised alteration, an operator error or improper use by the customer, or following an anomaly caused by intervention of the customer or a third party.
Arkos Consult states that the results of the benefits that would be protected by the law of intellectual property are original creations. In the case he made for external stakeholders to achieve all or part of the benefits, he claims to have obtained all rights and permissions to perform these services.
Therefore, Arkos Consult guarantees the customer against any action, complaint, claim or opposition on the part of any person alleging a right of intellectual or industrial property, or an act of unfair competition, all or part of the delivered elements, used or generally implemented for the purposes of the execution of services.
Article 8. Delivery
The delivery and execution times are indicative only and therefore in no way bind Arkos Consult. A delay in execution or delivery may under no circumstances give rise to any compensation, damages or cancellation of the contract.
Arkos Consult reserves the right to make partial deliveries and billings.
Article 9. Responsibility of Arkos Consult
The customer acknowledges and accepts that all obligations of debtor Arkos Consult are exclusively subject to an obligation of means and Arkos Consult shall be liable only for wilful misconduct and gross negligence.
In the event that the customer demonstrates the existence of serious and willful misconduct in the Arkos Consult leader, the damage of which the customer can apply for compensation covers only the material damage resulting directly from the fault attributed to Arkos Consult and shall not, in any event, exceed 40% of the amount actually paid by the customer in execution of the order. The customer also recognises that Arkos Consult shall not be liable for any direct or indirect damage caused by the services provided, such as in particular the loss of profits, the increase in the overheads, the harm caused to its image, the loss of customers, disclosure of confidential information due to hacking or defective system, etc. and for any claims made by a third party against the customer for which the customer will be its own insurer or may contract appropriate insurance.
Unless the fraud, Arkos Consult cannot be held liable for any damage caused to the hardware or the software of the customer or the loss of data or information transmitted or received incompletely or incorrectly.
While some services require a login and password, they are strictly confidential and the customer is solely liable for any consequences of any disclosure of the login and password to third parties.
Arkos Consult is also not responsible in case of serious misrepresentations of data by the customer, or where orders executed on his behalf by a third party.
Arkos Consult does not ensure verification of the content of the information put on the network by the customer.
Therefore, if this information on the network indicates that responsibility of Arkos Consult is sought by a third party (on a contractual, delict or quasi-delict basis) the customer undertakes to pay the costs of defence Arkos Consult will be exposed and this for a minimum fee of EUR 2.500,00.
Subsequently, the customer undertakes to pay, on first request, the amount to which the company Arkos Consult would be condemned plus compensation equivalent to 10% of this amount, with a minimum of EUR 5.000,00.
Article 10. General Limitation of Liability
The responsibility of Arkos Consult is generally and in any case limited to an amount equivalent to the annual average invoice sent by Arkos Consult to the customer, also limited to a lump sum of EUR 2.500,00.
Article 11. Intellectual Property
Information, logos, designs, trademarks, models, slogans, graphs, etc., accessible through the website or the Arkos Consult catalogue are protected by intellectual property law.
Unless otherwise agreed prior formal, the customer is not allowed to alter, reproduce, rental, use, sell, distribute or create derivative works based wholly or in part on the components present on the website or the catalogue of Arkos Consult.
The customer acknowledges that Arkos Consult is the sole owner of all intellectual property rights related to the source code and the application carried out. Unless otherwise specified, the agreed price therefore does not include transfer of rights.
In any event, any licences or disposal of such intellectual property rights on benefits and work carried out by Arkos Consult at the customer’s request will take effect only from the full payment by the customer of the invoice relating to those services and works.
Thus, any license or assignment of intellectual property rights is conducted under the condition of payment by the customer of the invoice(s) relative to this license or assignment. The customer shall abide by the moral rights relating to creations of Arkos Consult.
The Client undertakes to respect the integrity of these designs and not to adapt or modify them without the prior agreement of Arkos Consult. In addition, unless an explicit exception is made, the name of Arkos Consult must always appear on any authorised reproductions of the creation, regardless of the form and use of such reproductions (internal or external). Arkos Consult remains the owner of the know-how developed or used in connection with the execution of the orders, and remains free to use them for any other purposes, notably for other orders. Arkos Consult may, for these purposes, freely reuse software components and codes developed specifically for the customer. The customer shall waive all uses of all studies pre-projects, projects and tests (photographs, drawings, sketches, models, texts, videos etc.) made by Arkos Consult, on any media (paper, digital file, etc.) and must provide Arkos Consult all material (containing these studies pre-projects, projects and tests) which have been handed over, in perfect condition, within 15 days following the decision not to place an order firm and final, or within 15 days of sending a request for the restitution made by Arkos Consult.
If this deadline is exceeded, the customer will be liable to Arkos Consult a lump sum of one hundred fifty (150) € per media and per week of delay, unless expressly stated otherwise. A minimum flat rate compensation of five hundred (500) € by original document and two hundred and fifty (250) € per duplicate is required in case of loss or damage.
Article 12. Customer Warranties
The customer guarantees that it has all the necessary rights and/or authorisations and respects all relevant legal provisions on all the elements including texts, images, logos, graphics, photos, audio or video records, films, software, databases, etc. he gives to Arkos Consult, especially in the aim to incorporate them into its own work or that will be hosted on the servers of the latter.
The customer guarantees that he will keep Arkos Consult free against any claim of a third party that seeks to have any right for all uses of those elements by Arkos Consult.
In this regard, the customer guarantees Arkos Consult against any claims, action and/or referral which Arkos Consult might be subject to, which could be from a third party, for whatever reason. The customer undertakes to bear all the sums and damages which Arkos Consult could be sentenced. This means in particular that the customer will assist Arkos Consult in its defence and indemnify it for any damage due to a possible complaint (including any legal and/or court costs and legal assistance, administrative and management costs and all other costs arising directly or indirectly from the complaint).
Article 13. Internet & technology
The customer is aware of the limitations and risks related to use of the Internet or any other means by which the website is currently or will in the future be made available.
The customer is also aware of the risks of the storage and transmission of information by digital or electronic means. The client accepts that the seller may not be held liable for any damage caused by the use of the website (and possible applications) of the seller or Internet, following the above mentioned risks. The client further agrees that electronic communications exchanged and backup staff carried out by the seller could serve as evidence.
Article 14. Processing of Personal Data
As part of the order process, the customer who orders as individual must provide personal data on such as the name, email address, telephone number and address. This data is used for processing orders. They will be transmitted to the partners of Arkos Consult only if the customer gave their express agreement. The vendor shall process the data collected confidentially and in accordance with the national and international provisions, including the Belgian Law of 8 December 1992 relating to the protection of privacy with regard to the processing of personal data modified by the law of 11 December 1998.
The customer may at any time, upon written request dated and signed sent to Arkos Consult, and provides proof of identity (copy of identity card), to obtain free of charge the written communication of personal data that have been gathered by Arkos Consult and, where applicable, rectify those inaccurate, incomplete or not relevant, or their removal.
A copy of his data will be communicated at the latest 45 days after receipt of the request.
Article 15. Force majeure, unforeseeable circumstances and foresight
Arkos Consult cannot be held responsible, both contractual and extra-contractual, for non-performance, temporarily or definitively, where such failure is due to force majeure or are wholly exceptional.
Will in particular be considered cases of force majeure or fortuitous circumstances, the following events: 1) the loss or total or partial destruction of the computer system of Arkos Consult or its database when either of these events can not reasonably be attributed directly to Arkos Consult and that it has not been shown that the seller has failed to take reasonable steps to prevent either of these events, 2) earthquakes, 3) fire, 4) floods, 5) epidemics, 6) acts of war or terrorism, 7) strikes, declared or not, 8) lockouts, 9) the blockade, 10) insurrections and riots, 11) a power supply stop (such as electricity), 12) Internet network failure or data storage system 13) a failure of the telecommunications network 14) loss of connectivity to the Internet or the telecommunications network to which the seller, 15) a fact or a third decision where that decision affects the performance of this contract or 16) any other causes beyond the control Arkos reasonable Consult. If due to circumstances beyond the will of Arkos Consult, the performance of its obligations may not be prosecuted or simply made more expensive or difficult, Arkos Consult and the client agree to negotiate in good faith and honestly an adjustment of the contractual conditions within a reasonable period with a view to restoring the balance.
Failing agreement within a reasonable period, each Party may invoke the termination of the contractual relationship between them without compensation or damages of any kind.
Article 16. Miscellaneous
The invalidity of any provision of these conditions do not invalidate the other. Any challenge relating to the services provided by the seller and any dispute concerning the validity, interpretation or execution of these general conditions will be subject to the Belgian law and the exclusive jurisdiction of the Brussels judicial district courts.