Article 1. Applicability of General Terms and Conditions
1.1. These general terms and conditions apply to all offers from and agreements with Pubmarket NV, Lindekensveldstraat 7, B-3510 Hasselt, VAT BE 0480.045.971. These general terms and conditions exclude the application of the customer's general terms and conditions, regardless of when these were sent to Pubmarket NV.
1.2. By placing an order, the customer acknowledges that they know and accept the general terms and conditions of Pubmarket NV.
1.3. Special conditions included in agreements between Pubmarket NV and the customer take precedence in case of a conflict over the provisions of these general terms and conditions, regardless of the date of the agreement.
Article 2. Offers and Quotes – Order Confirmation
2.1. All offers and quotes from Pubmarket NV are non-binding until accepted by the customer. The agreement is concluded subject to credit insurance approval and when the customer confirms the quote unchanged and within the validity period to Pubmarket NV. Any order or order confirmation by the customer binds the customer.
2.2. The prices in the offers and quotes from Pubmarket NV are exclusive of purchase images, photography, copywriting, translation, handling, and shipping costs unless otherwise stated.
Article 3. Cancellation of the Order
3.1. The cancellation of an order by the customer is possible as long as Pubmarket NV has not yet started its work.
Article 4. Delivery
4.1. The delivery date is only given as an indication and does not bind Pubmarket NV. A delay in delivery does not entitle the customer to compensation, a price reduction, or cancellation of the agreement.
4.2. If the parties explicitly agree to a binding delivery term in special conditions, this term will be extended if the customer fails to provide information, documents, originals, images (on time) or accept the revised proofs (on time), or if the customer places additional orders.
4.3. The risk of loss or damage to goods ordered by the customer from Pubmarket during their shipment to the customer is borne by the customer.
Article 5. Risk
5.1. All goods and digital data belonging to the customer and located with Pubmarket NV are stored at the customer's risk.
Article 6. Payment Terms
6.1. All invoices are payable on their due date by bank transfer to the account number of Pubmarket NV (IBAN BE25 7350 0645 0282 – BIC KREDBEBB). Each payment will be charged to the oldest overdue invoice, and first to any interest and costs due. Discounts are forfeited if the general sales conditions are not respected.
6.2. If the customer does not make payment by the due date, they are, by operation of law, liable to Pubmarket NV for a late payment interest calculated in accordance with the law of 02.08.2002 on late payments in commercial transactions, and a lump-sum compensation of 10% of the invoice amount with a minimum of EUR 125, from the date of reminder until full payment. Furthermore, Pubmarket NV reserves the right to suspend the further execution of its commitments until the customer has paid the overdue invoices. Any delay in payment by the customer makes all amounts due immediately payable and renders any payment terms null and void.
6.3. Pubmarket NV reserves the right to invoice the services in installments and, if applicable, require an advance on the services. If the customer orders services that Pubmarket NV must settle in a currency other than the Euro, the exchange rate risk is always borne by the customer.
6.4. Pubmarket NV reserves the right to suspend the further execution of services, including but not limited to hosting, and demand adequate guarantees before resuming the services if confidence in the customer's creditworthiness is undermined by acts of judicial execution against the customer and/or other events that call into question and/or make impossible the proper performance of the obligations undertaken by the customer (such as non-payment of invoices). If the customer refuses or is unable to comply with this, Pubmarket NV reserves the right to terminate the agreement and apply Article 11.2.
Article 7. Complaints – Invoice Protest
7.1. Any protest must be submitted by registered mail to Pubmarket NV within 8 calendar days. For complaints or disputes regarding delivered services, the term starts the day after delivery. For invoices, the term starts on the invoice date. In the absence of a timely protest, the services/invoices are definitively accepted, and payment is due.
Article 8. Liability – General
8.1. Pubmarket NV undertakes to carry out all provided services with care. Pubmarket NV is not liable for errors in execution due to insufficient or incorrect input by the customer.
8.2. Pubmarket NV cannot be held liable for any fault (even gross fault) by it or its employees. Pubmarket NV will, regardless of the cause, form, or object of the claim, in no case be held liable for any consequential damages such as loss of expected profit, decrease in turnover, increased operational costs, loss of clientele, which the customer or third parties may suffer as a result of any fault or negligence by Pubmarket NV or an employee.
8.3. Pubmarket NV's liability concerning services delivered to the customer is, in any case, limited to either the refund of the price paid by the customer, or the re-execution of the services, at Pubmarket NV's choice. The total liability of Pubmarket NV shall never exceed the price the customer paid to Pubmarket NV for the services that caused the damage.
8.4. Regarding services from third-party suppliers, Pubmarket NV accepts no liability beyond or different from the liability that the third-party suppliers are willing to accept for their products or services.
8.5. Pubmarket NV does not guarantee the flawless operation of a programmed application that is accessed online or offline via a digital device. Pubmarket NV cannot be held liable for any damage resulting from a potential malfunction or interruption of a programmed application.
Article 9. Intellectual Property Rights
9.1. Intellectual Property Rights include: all intellectual, industrial, and other property rights (whether registered or not), including but not limited to copyrights, neighboring rights, trademarks, trade names, logos, designs, models, or registration applications as a design or model, patents, patent applications, domain names, know-how, as well as database rights, computer programs.
9.2. Both parties accept that the concept of a website (especially the layout of the website screens, main navigation) will not generally be protected by Intellectual Property Rights. The customer may therefore find a similar layout in other websites developed by Pubmarket NV.
9.3. The Intellectual Property Rights related to the visual design of the services provided by Pubmarket NV, including but not limited to graphic designs, photos, moving images, analyses, diagrams, source codes, scenarios, etc., are transferred to the customer upon full payment of the invoice. This transfer applies in the fullest extent, for all exploitation methods and forms, for the entire duration of the respective right and worldwide. Additionally, the customer is granted a non-exclusive usage license for all codes used in the provided services. This usage license applies for the duration of the copyright protection of the code and worldwide. However, if the delivered goods and/or services contain photos, illustrations, audio, or videos not provided by the customer but sourced by Pubmarket NV from a website offering such content, with or without payment, the usage license for these photos, illustrations, audio, and videos depends on the conditions specified on the website of the respective online library. Generally, this usage license will be non-exclusive and non-transferable. Pubmarket NV provides no guarantees regarding these photos, illustrations, audio, and videos.
9.4. The customer shall respect the Intellectual Property Rights of Pubmarket NV at all times and make reasonable efforts to protect those rights. The customer shall immediately inform Pubmarket NV of any infringement of Pubmarket NV's Intellectual Property Rights by third parties of which the customer becomes aware.
9.5. The Intellectual Property Rights related to non-open-source, customized content management systems exclusively belong to Pubmarket NV or a third party with whom Pubmarket NV has entered into an agreement. Upon full payment of the license fee specified in the agreement between the customer and Pubmarket NV, the customer acquires a non-exclusive, non-transferable usage license for this software. The customer is prohibited from assigning sublicenses to third parties, or in any way making the software available to third parties, sharing it, using it for third parties, or commercializing it.
Article 10. Execution of the Services:
10.1. General
10.1.1. In general, Pubmarket NV is only bound to an effort obligation when executing the services, and not a result obligation.
10.1.2. In general, Pubmarket NV is always entitled to call upon third-party subcontractors to perform all or part of the services.
10.1.3. The services provided by Pubmarket NV may at any time be used by Pubmarket NV for assignments for third parties, unless the customer explicitly objects in writing beforehand.
10.1.4. The services provided by Pubmarket NV may always be used as a reference with third parties and on the own website of Pubmarket NV and businesses affiliated with Pubmarket NV.
10.2. Hosting Services and Domain Names
10.2.1. For hosting and domain names, Pubmarket NV works with a specialized hosting partner. A description of the hosting services and the liability of this partner is included in the Service Level Agreement (SLA) of this hosting partner. This SLA may be adjusted or amended by the hosting partner. The customer understands and accepts that temporary interruptions of any internet services may occur and that the guarantee of the uptime percentage is established and pursued by the host and not by Pubmarket NV itself. In no case can Pubmarket NV be held liable for any potential damage caused by such interruptions. Nor will such interruptions entitle the customer to any form of compensation.
10.2.2. Unless otherwise agreed upon in the order, hosting services will be provided by Pubmarket NV to the customer for a period of 12 months, upon payment by the customer of the owed fee. If the customer wishes to terminate this service, they must do so by no later than 5 weeks before the upcoming due date by sending a registered letter to Pubmarket NV, failing which the agreement will be extended for the same period. In case of late termination, the customer will owe the fee for the following 12-month period.
Article 11. Termination of the Agreement:
11.1. If the customer commits a serious contractual breach that the customer does not rectify within 8 days after receiving a registered notice of default, Pubmarket NV has the right to either (i) suspend the agreement until the customer has fulfilled their obligations, or (ii) terminate the agreement immediately. Non-payment of one or more invoices by the due date will always be considered a serious contractual breach.
11.2. Upon termination of the agreement, the customer will pay for all services provided or purchased by Pubmarket NV, as well as any costs Pubmarket NV must incur as a result of the termination. Any advance payment made will remain acquired by Pubmarket NV.
11.3. Nevertheless, each party agrees to give the other party a reasonable period to remedy any shortcomings and always seek an amicable resolution first.
11.4. The termination of the agreement will result in the deletion of all data that is stored on devices managed by Pubmarket NV, without further notice. This deletion cannot give rise to liability for Pubmarket NV.
Article 12. Confidentiality Obligation:
12.1. The parties agree to keep the commercial and technical information and business secrets they learn from the other party confidential, even after the termination of the agreement, and to use them only for the execution of the agreement.
Article 13. Processing of Personal Data:
13.1. Whenever Pubmarket NV processes personal data on behalf of the customer, Pubmarket NV acts as a processor. The customer acts as the controller for the processing of personal data under the Data Processing Law. The customer declares that they will fully comply with the obligations of the controller under this law.
Article 14. Force Majeure:
14.1. Force majeure situations, such as strikes, public unrest, administrative measures, and other unforeseen events over which Pubmarket NV has no control, relieve Pubmarket NV from its obligations for the duration and scope of the hindrance, without the customer being entitled to any price reduction or compensation.
Article 15. Nullity:
15.1. If one of the articles of these general terms and conditions is found to be null, the parties agree to replace this provision with a valid provision that closely matches the intention and scope of the null provision. This substitute provision will then apply.
Article 16. Applicable Law – Competent Court:
16.1. Belgian law applies to the agreements of Pubmarket NV. Any dispute relating to the formation, validity, execution, and/or termination of this agreement will be settled by the competent court having jurisdiction over the registered office of Pubmarket NV.