Terms and Conditions

Article 1: Definitions
‍1.1 In these Terms and Conditions, the following capitalized terms are defined as follows:

‍Appendix: An annexure to these Terms and Conditions containing specific provisions related to the Service.
‍Service: The services provided by Siteworx to the Client under the Agreement.
‍Intellectual Property: All intellectual property rights, including but not limited to copyrights, trademarks, patents, design rights, and database rights.
‍Client: The natural or legal person entering into an Agreement with Siteworx.
‍Agreement: The contract between Siteworx and the Client for the provision of the Service.
‍Personal Data: Any information relating to an identified or identifiable natural person.
‍Terms and Conditions: The current general terms and conditions of Siteworx.
‍Siteworx: The legal entity Siteworx BV acting as a party to the Agreement.

‍Article 2: Scope and Application
‍2.1 These Terms and Conditions apply to all offers, services, and agreements provided by Siteworx to the Client.
2.2 Appendices form an integral part of these Terms and Conditions.
2.3 Any deviations from these Terms and Conditions must be agreed upon in writing.
2.4 These Terms and Conditions supersede any other terms of the Client.
2.5 Repeat clients agree to these Terms and Conditions for future agreements.
2.6 Siteworx may involve third parties in service delivery.
2.7 Rights and obligations may only be transferred with written consent from the other Party.
2.8 If any provision is invalid, the remaining provisions remain in effect.
2.9 Agreement provisions prevail over conflicting Terms and Conditions; appendices prevail over conflicting general terms.

‍Article 3: Agreement Formation
‍3.1 Offers and proposals by Siteworx are invitations to treat and are not binding.
3.2 Proposals expire after four weeks unless stated otherwise.
3.3 An Agreement is formed upon the Client's written acceptance of Siteworx's offer.
3.4 Promotional materials do not bind Siteworx.

‍Article 4: Service Delivery
‍4.1 Siteworx commits to a best-efforts obligation in delivering services.
4.2 Advice provided is specific to the Client and not transferable.
4.3 Delivery terms, dates, and locations are agreed upon in the Agreement.
4.4 Services performed in phases require Client approval for each phase.
4.5 Siteworx is not bound to follow Client instructions that alter the scope of services.

‍Article 5: Service Deficiencies
‍5.1 Siteworx ensures service quality as reasonably expected by the Client.
5.2 The Client must inspect delivered services within eight days.
5.3 Complaints must be reported within fourteen days of discovery.
5.4 Siteworx will remedy valid complaints at its discretion.
5.5 Risk of loss or damage to delivered items transfers to the Client upon receipt.

‍Article 6: Financial Terms
‍6.1 Prices exclude VAT and government levies.
6.2 Additional services are charged at reasonable rates.
6.3 Price estimates are indicative and not binding.
6.4 Invoices are payable within thirty days.
6.5 Late payments incur statutory commercial interest.
6.6 The Client cannot withhold or offset payments.
6.7 Siteworx retains the right to withhold services for unpaid invoices.
6.8 Full payment is due immediately upon default or insolvency of the Client.
6.9 Siteworx may adjust prices annually based on the Consumer Price Index.

‍Article 7: Changes and Additional Work
‍7.1 Changes to the Agreement may affect schedules and costs.
7.2 Additional work caused by Client changes is charged accordingly.

‍Article 8: Client Obligations
‍8.1 The Client must provide necessary and accurate information for service implementation.
8.2 Failure to provide necessary information may result in service suspension and additional charges.
8.3 The Client is responsible for the security of provided usernames and passwords.

‍Article 9: Termination
‍9.1 Cancellation requires reimbursement of Siteworx's incurred costs.
9.2 Agreements are time-bound and not subject to early termination unless agreed.
9.3 Either Party may terminate the Agreement in cases of bankruptcy or business closure.
9.4 Termination for breach requires written notice and opportunity to remedy.
9.5 Termination does not negate payment for services rendered.
9.6 Rights granted to the Client under the Agreement cease upon termination.

‍Article 10: Intellectual Property
‍10.1 Intellectual Property rights in services provided belong to Siteworx.
10.2 In disputes, Intellectual Property is presumed to belong to Siteworx.
10.3 The Client receives a non-exclusive right to use the services.
10.4 Intellectual Property notices must not be altered.
10.5 Siteworx retains moral rights.
10.6 Siteworx may use the services for promotion.
10.7 Technical protection measures may be applied to the services.

‍Article 11: Personal Data
‍11.1 Siteworx acts as a processor of Personal Data under the Agreement.
11.2 The Client indemnifies Siteworx against data processing legal violations.

‍Article 12: Confidentiality
‍12.1 Parties agree to maintain confidentiality of information exchanged.
12.2 Confidential information is used solely for Agreement purposes.
12.3 Exceptions to confidentiality obligations are outlined.

‍Article 13: Liability
‍13.1 Siteworx’s liability is limited to gross negligence or intentional misconduct.
13.2 Liability is capped at the agreement price or the insurance payout.
13.3 Claims against Siteworx expire after one year.
13.4 The Client indemnifies Siteworx against third-party claims.
13.5 Joint and several liability applies in multi-party agreements.

‍Article 14: Force Majeure
‍14.1 Siteworx may suspend services due to unforeseen, uncontrollable events.
14.2 Force Majeure includes various disruptions and natural disasters.
14.3 Parties may dissolve the Agreement if Force Majeure persists for six weeks.
14.4 Partial fulfillment of obligations may be invoiced separately.

‍Article 15: Governing Law and Jurisdiction
‍15.1 These Terms are governed by Belgian law.
15.2 Disputes are resolved in the competent courts of Antwerp, Belgium.
‍