GENERAL TERMS AND CONDITIONS
Except where agreed otherwise, all actions, services, and agreements of or with Dux Development BV, located at Jaargetijdenlaan 100-102 b30, 1050 Brussels, with company number 0811942755 (hereinafter referred to as “DUX”), are subject to these terms and conditions. By placing an order, the customer acknowledges and agrees to these terms, waiving the application of their own general (purchase) conditions. The initiation of execution is considered confirmation unless done under reservation.
2. ORDER AND CANCELLATION
All orders must be confirmed in writing, either by mail or email, by the customer and by Dux. This is done by agreeing to a quotation. Quotations are non-binding and valid for only one month unless agreed otherwise. If an advance payment is requested for an order, the order is only accepted and its execution only started by Dux after the full prepayment of the advance.
Cancellation can only be done in writing. The cancellation is only valid with written acceptance by Dux. In this case, the customer owes at least a lump sum compensation of 15% of the value of the order, with the possibility to claim higher compensation for the actual damage suffered. In case of cancellation or postponement by the customer of a (whole or partial) order less than 24 hours before the planned execution date, a compensation of two-thirds of the order amount will be invoiced by Dux, notwithstanding the costs of orders already placed with third parties.
3. CUSTOMER OBLIGATIONS
The customer is obliged to provide the necessary (complete and correct) information to DUX in a timely manner and to provide all cooperation and consultation necessary for the correct execution of the services. The customer ensures the necessary software and hardware environment and must have the required licenses. The customer is always responsible for their hardware and for collecting, securing, storing, and recovering data and entering it on suitable data carriers. The customer must ensure the system’s security by making physical copies of the programs and data and storing them separately.
If the customer instructs Dux to perform certain tasks related to third-party software, the customer guarantees that they have the necessary permission and/or usage rights to allow Dux to perform these tasks. When the customer uses Dux’s hosting services to offer a website or application, they commit to complying with all relevant legislation correctly. The customer will indemnify Dux against any claim from a third party resulting from a (alleged) violation of any of the above obligations.
4. INVOICING AND PAYMENT
All prices provided by Dux are expressed in EURO and exclude VAT. Invoices must be paid by the due date. In the absence of a due date, a payment term of 0 days after the invoice date applies. In case of non-timely payment of an invoice, an annual interest of 10% and a lump sum compensation of 10% of the invoice amount (with a minimum of 50 EUR) are automatically due without notice of default from the due date. Dux reserves the right to suspend the further execution of its obligations until the customer has paid the outstanding invoices.
Any payment delay by the customer makes all outstanding amounts immediately due. Any payment will first be deducted from the oldest outstanding invoice, and then from the due interest and costs. The transfer of material ownership of movable goods delivered by Dux only takes place after full payment of the agreed price. Until full payment is made, the customer is not entitled to alienate the products, transfer the material possession of them, or use them in any way.
5. SERVICES AND PRICE CHANGES
Unless expressly agreed otherwise in a written agreement, DUX provides its services on a time and materials basis at the day and hourly rates specified in the quotation, which can be adjusted annually. The delivery time mentioned in the quotation is only indicative and not binding for DUX. Any estimate of the costs of the services to be provided by DUX is for information only.
Dux reserves the right to increase the agreed price in the event one or more of the following situations occur after the conclusion of the agreement:
- Increase in the costs of software and hardware supplied by third parties, materials, or other services necessary for the execution of the agreement, increased shipping costs, wage increases, increased employer charges for social insurance, increased costs related to other employment conditions, the introduction of new and the increase of existing government levies on raw materials, energy or residues, a significant change in currency ratios or, in general, situations comparable to the above circumstances.
- Extra complex texts, unclear copy, defective information carriers, defective computer programs or data files, a defective way of supplying the materials or products to be supplied by the client, and all similar supplies by the client that force Dux to do more work or incur more costs than could reasonably have been expected when entering into the agreement, are grounds for increasing the agreed price. Also, extraordinary or reasonably unforeseeable processing problems arising from the nature of the materials and products to be processed are grounds for price increase.
- Dux has the right to increase or decrease the agreed price if the client makes changes to the originally agreed specifications, including author corrections or changed instructions after receiving working drawings, models, and setting, printing, and other proofs. Dux will cooperate with these changes within reasonable limits, provided the content of the service to be provided does not fundamentally deviate from the originally agreed service.
Dux undertakes to develop software and/or provide services according to the best practices, entering into a commitment to use all reasonable efforts to achieve the desired outcome. All obligations of Dux are efforts obligations. The developed software and/or the services are delivered ‘as is’ to the customer. The flawless operation of a computer configuration (the whole of hardware and software, including servers and supporting software for hosting) can never be fully guaranteed, partly due to external factors and factors inherent to the computer configuration, causing, among other things, unexpected loss of (even all) programs and/or data. Dux cannot be held liable for bugs, computer viruses, malware, nor data theft.
The software developed by Dux is deemed to be accepted by the customer as soon as it is installed in the customer’s production environment. Services, including hosting services, are considered accepted if they are not disputed in time. If the customer acquires products, software, or services from third parties through Dux, Dux provides no other guarantees than those actually provided by the third party. Such products and any additional services are always subject to the license and maintenance conditions of the third-party supplier. If Dux has carried out an analysis that is implemented by another software supplier of the customer, Dux accepts no liability for this implementation.
All information (including but not limited to documents, files, visual material, presentation decks, methodologies, creative content and ideas, software, financial data, customer information, etc.), regardless of its nature, made available in any way to one of the parties, remains the property of the party that originally possessed the information. This information:
– Will be treated confidentially by the receiving party;
– May not be shared or disclosed to third parties in any way without the prior written consent of the owner;
– Will only be used for
the purpose for which it was made available;
– Must be returned at the first request of the owner.
Dux is not liable for any mistake (even a serious mistake) by it or its employees, unless there is fraud. Dux can in no case be held liable for indirect damage, such as lost profit, loss of turnover, increased operational costs, loss of customers, damage to reputation, or damage to machines or data loss, which the customer or third parties would suffer as a result of a mistake or negligence of Dux or its employees. The maximum liability of Dux will never exceed the amount that the customer has paid to Dux for the software or service that caused the damage, with a maximum of 3,000.00 euros.
Liability of Dux only arises if (i) the customer defaults Dux in writing in accordance with article 4, (ii) the customer gives Dux a reasonable period to remedy the defect, (iii) Dux still fails after that period, and (iv) the customer takes measures to limit the damage as much as possible. Dux is not liable for errors resulting from insufficient or incorrect input from the customer, changes by the customer or third parties, incorrect or unauthorized use, or malfunctions in the hardware and/or software. Dux accepts no liability for (defects in) products and/or services from third parties.
All goods of the customer that are at Dux are stored at the customer’s own risk. Dux is not responsible for the content of the customer’s website(s) or application(s) offered through Dux’s hosting services. Dux reserves the right to remove all information immediately and/or block access to it as soon as it becomes aware of the (potentially) unlawful nature of the customer’s activities or the information disseminated through the website or application.
9. INTELLECTUAL PROPERTY
Upon full payment of the invoices, the customer obtains a non-exclusive and non-transferable license to use the custom software developed by Dux for the customer’s internal business purposes. This license is valid worldwide for the duration of the intellectual property rights. The customer is not allowed to grant sublicenses, make the custom software available to third parties, share it, use it for the benefit of third parties, or commercialize it. The customer will always respect and protect Dux’s intellectual property rights on the software or services and will immediately inform Dux of any infringement by third parties of which he is aware.
If the software delivered by Dux also contains third-party software (including open-source software), its use is subject to the license conditions of that third party. If a third party claims that a product or software delivered by Dux infringes on its rights, Dux has the right, at its discretion, to (i) dispute these claims, (ii) modify the software or the product, or (iii) take back the software or the product from the customer with partial refund of the price. The customer guarantees that the material he provides to Dux for inclusion in the software to be developed does not infringe on the rights of third parties and indemnifies Dux in this respect.
Dux retains all rights to the source code. If the source code is provided to the customer, it is the customer’s responsibility to prevent third parties who have access to the source code from using it for other parties. If the customer makes changes to the source code, Dux must be informed by email.
The customer agrees to be included in Dux’s reference portfolio.
11. FORCE MAJEURE
In case of force majeure, such as strikes, public unrest, administrative measures, and other unforeseen events over which Dux has no control, Dux is released from its obligations, without the customer having the right to any compensation or reduction in price.
12. NULLITY, APPLICABLE LAW, AND COMPETENT COURT
Both parties acknowledge that the invalidity or unenforceability of a specific clause in the agreement does not lead to the complete nullity of the entire agreement. In such a scenario, the parties undertake to replace the void clause with a legally valid clause that closely matches the original intention of the parties.
These general terms and conditions, as well as their application during the execution of orders or deliveries, are governed by Belgian law. All disputes arising from these conditions and that cannot be settled amicably will be submitted to the competent court in Brussels, Belgium.
Email: [email protected]