1. IN GENERAL
These general terms and conditions apply to all interactions between you and EMAKERS. Changes and disputes are only valid when written. When ordering something, you automatically agree to be bound by these terms and conditions.
When certain parts of the general terms and conditions are changed or replaced, the remaining parts still apply. If a specific situation isn’t mentioned in the general terms and conditions, it will be treated in the same way.
EMAKERS only makes offers without any obligations, that automatically expire in 30 days. An offer is invalid when it’s clear it contains a mistake or a lapse.
All prices are listed in euros. EMAKERS is always, with a minimal term of three calendar months before the start, allowed to adjust the applicable tariffs for operational activities. If you don’t agree with that, you can terminate the agreement within 30 days.
3. CONFIDENTIAL DATA
The received data will be treated confidentially by both parties and are only to be used for the aim they were asked for. Both parties explicitly declare to obey to the privacy laws of the markets on which the cooperation is based.
4. INTELLECTUAL PROPERTY
All property rights of developed material are property of EMAKERS, her licensors or suppliers. EMAKERS provides you the right to use the developed software in your own company or organization. It’s possible this use will be limited to a certain number or type of users or connections. You’re not allowed to pass on your right of use to third parties. EMAKERS is not under any obligation to give you insight in the original software and the technical documentation.
You keep the right of use of the software free of charge after (intermediate) dissolution of the agreement.
5. EXECUTION OF THE AGREEMENT
EMAKERS will implement the agreement in good faith and respects the code of conduct of the Federatie van Webbureaus (Feweb), which you can consult at www.feweb.be..
If EMAKERS fulfils additional work on demand/ with consent outside of the agreement, then her usual tariffs will apply and there will be possible delays.
EMAKERS is never obliged to fulfill any additional work and can also ask for a separate agreement for the additional work. The current agreement, however, will not be automatically terminated in case of additional work Concerning a performance in phases: EMAKERS can postpone the next phase until your written approval of the previous phase.
EMAKERS always has the right to replace employees working on your project.
6. WARRANTY AND SUPPORT
EMAKERS doesn’t guarantee that the software will function flawlessly. Technology is developing in full speed, which makes it practically impossible to develop software for every type of operation system, device, screen or browser. EMAKERS develops for the most popular interfaces. It’s possible your digital offer won’t function on every system.
EMAKERS allows you to carry out an acceptation test, independently or accompanied, during a period of fourteen days after delivery, during which the software will only be tested by you, while it won’t be used in an operational environment yet. The test results will be structured and a written report will be sent to EMAKERS.
The software is officially accepted when you don’t carry out an acceptance test, on the first day after the test period, after reparation of the reported error message, if before the acceptation (during the test period) the software has not been used operationally or if only small errors figure in the test report, which don’t obstruct the use, or aspects that can be evaluated subjectively (such as the design). The software can also be accepted in phases/parts.
EMAKERS will repair errors in the software free of charge if they are reported in writing within three months after delivery/ the acceptance test. EMAKERS will only charge you if user errors are identified, if the errors are not EMAKERS fault or if the errors could have been identified during the agreed acceptance test. EMAKERS chooses where the maintenance will take place.
The warranty expires if you (without written consent of EMAKERS) make changes or let someone else make changes.
EMAKERS can use open source components and is not responsible for errors in those systems. EMAKERS is also not responsible for errors in the software of other third parties. The conditions of the third parties will apply on their software, and can be consulted at EMAKERS. EMAKERS will notify you without delay of errors in the software of thirds. However, the degree of solution and the speed of the solution can be different for each party.
If you have concluded a maintenance agreement with EMAKERS, you’re supposed to notify the errors to EMAKERS as soon as possible, who will then carry out the maintenance as good as possible. Data conversion or the reparation of damaged or lost data are not included in a maintenance agreement. EMAKERS is not obliged to offer you a maintenance agreement.
Invoices have to be paid within 15 days after the due date. Delays and their consequences will always be reimbursed by you, with a late payment interest of +3% starting from the due date of the invoice with addition of possible (extra)judicial collection costs. EMAKERS can, without prior notice, stop the provision of services at once, until you have completed the payment.
You can dispute an invoice within 5 days of receipt. You are still bound to pay it in time. EMAKERS can also send an invoice after delivering a part of the order. EMAKERS can ask you for an advance payment and/or a guarantee.
8. 1. INTERMEDIATE DISSOLUTION OF THE AGREEMENT
EMAKERS can stop or pause the obligations or the agreement if:
- You don’t honour the agreement
- She fears, based on good reasons, that you won’t fulfil the obligations or if you can’t offer a (sufficient) guarantee
- You are delayed, causing that EMAKERS can’t fulfil her obligations.
- EMAKERS can’t fulfil the agreement in the event of force majeure
- You can’t use your own money freely (bankruptcy, seizure,…)
- An order is titled ‘on hold’ for 90 days
In that case, EMAKERS doesn’t have to pay a compensation or reimbursement. If you caused the termination, a compensation will be asked for (in)direct costs.
By termination of the agreement, EMAKERS can immediately claim the amounts that are contractually due.
Technology is changing rapidly and cybercrime is bigger than ever. EMAKERS will take adequate measures to protect the data, but also can’t offer a hundred percent certainty. Parties will proactively share the possible functioning or security problems upon discovery.
You have to comply with (inter)national rules and legislations yourself. If you make mistakes there, possibly through your digital activities, then EMAKERS never offers a compensation for that.
The accuracy of the content of your digital offer, such as product specifications and prices, is your responsibility, even when they’re managed by EMAKERS.
If EMAKERS violates the agreement, only the direct damage will be compensated until at most the price agreed upon in the agreement (without VAT and postage). Indirect damage will never be compensated. Damage has to be reported within 12 months.
Before demanding a compensation you should give EMAKERS a written notice and give her time to search for solutions.
10. FORCE MAJEURE
In case of force majeure, EMAKERS is not responsible for delays etc. Force majeure means all external causes, foreseeable or unforeseeable, which EMAKERS cannot influence, and includes, among others, fire, natural disasters, war, hacking of a server, strikes.
The agreement then can be partly or fully stopped or paused without mandatory compensation. If some parts of the agreement will be carried out nonetheless, separate invoices will be made.
11. NON-TAKEOVER OF STAFF
During the agreement and until 1 year after termination you are not allowed to (in)directly bring in staff of EMAKERS without former consultation with EMAKERS. Infringement will be sanctioned with at least €100.000 for each case.
12. APPLICABLE LAW AND DISPUTE SETTLEMENT
Only the law of Belgium is in force, even when parts of the agreement are being carried out in a foreign country or when a party lives there, unless the law compellingly decides otherwise. The Vienna Sales Convention of 1980 doesn’t apply.
13. LOCATION AND CHANGES IN THE CONDITIONS
You can consult the conditions on the website of EMAKERS (www.EMAKERS.co.uk), the Dutch text will always be used to explain the provisions.
14. FINAL PROVISIONS
By accepting these conditions no legal partnership will be established.
These conditions replace all previous agreements and will be fully approved.
Subjected to and construed in accordance with the laws of Belgium. Courts of Courtrai, in particular the Justice of the Peace of Courtrai, are competent.
EMAKERS is a full-service agency for e-commerce and digital business. Almost every type of sales or service project where the internet plays the main role, we can carry out from A to Z for you.