TERMS AND CONDITIONS
Those conditions take immediate effect on 16/01/2020 and are subject to change. (Last change : 22/03/2020)
ARTICLE 1 – DEFINITION OF TERMS
1.1 – They are referred to as « GTC » the general terms and conditions of sale as described below.
1.2 – It is referred to as « PROVIDER » the INCORP limited liability company, represented by Mr. Irfan AKCASAR, legal form: SRL, Company No. 0741.695.949, head office at Picardstraat 15/B70 – 1000 Brussels.
1.3 – It is referred to as « CUSTOMER » any claimant for services from the provider. The customer, by signing the document QUOTATION/ORDER FORM, agrees with the general terms and conditions of sale herein and undertakes to respect them. The CUSTOMER, indicated by its information on the INVOICE document, also undertakes to make payment on the due date of the invoice.
1.4 – They are referred to as « PROVISION » any provision of services (mainly in the field of information and communication technologies).
1.5 – It is referred to as « ARTICLE » the sale of any good, physical or electronic object (product or electronic device), in countries around the world.
1.6 – It is referred to as « CONTENT » any element previously necessary for the provision of a service. Unless otherwise stated, content is always to be provided by the customer electronically and in the requested formats. The customer is the only one responsible for the provided content.
1.7 – It is referred to as « DESIDERATA » the customer’s specifications (technical or not) that will allow the provision of a service. The list of desiderata is usually drawn up during the first interview with the provider. It replaces the classic specifications.
1.8 – It is referred to as « DIGITAL » an approach, a strategy, the management of data flows, tools, communication channels… that allow to contribute to the transformation of the customers’ business, without being restricted to the Web.
ARTICLE 2 – PURPOSE AND SCOPE
2.1 – The GTC govern the contractual relationship between the provider and the customer. They may be amended if necessary. For any updates, the Provider will notify its customers of the new GTC by electronic means, as far as possible. An update does not affect services performed or in progress.
2.2 – The GTC are only available for viewing via the website at https://incorp.be/gtc or sent electronically on written request. The electronic version, being the one kept up to date, takes precedence over the signed version, with no possible contestation from the customer.
2.3 – Any special conditions issued outside of those mentioned above by the provider will be considered as an exception and will take precedence over these general terms and conditions of sale.
2.4 – The invalidity of one of the clauses herein does not, in any way, exempt the other conditions. The nullity of a condition can only be approved by a competent court.
ARTICLE 3 – CONDITIONS OF CONTRACT
3.1 – An issued quotation is only valid for 30 days, after which it may be subject to price changes. The amounts stated in the price quotations are exclusive of tax and without discount. Optionally, a purchase order may be issued at the customer’s request, based on the agreement of the previous quotation. An invoice is only issued after the service has been provided, covering a specific period and mentioning the headings related to the service or mentioning the number of the document previously issued (quotation or purchase order).
3.2 – The signature of a quotation or purchase order with mention of agreement or the issue of an invoice will be subject to acceptance of these GTC and contractual obligation for the stakeholders. Therefore, a deposit of at least 50% is to be paid to the bank account indicated on the forwarded document. The provision of the service only starts after the deposit has been received and a confidentiality agreement has been signed between the stakeholders. A request for derogation from these general terms and conditions must be submitted before any signature or order.
3.3 – From the service provider’s perspective, the customer is not responsible for its lack of technical knowledge of digital, ICT, business or digital tools concepts.
3.4 – The customer understands the need to continue to work together at the pace set by the provider, after his expression of needs during the audit of the first interview. The customer agrees that all technical instructions shall be implemented only by the service provider and without the intervention of the customer, unless otherwise specified (in particular the choice of theme in the case of a web project).
3.5 – A contract may be temporarily or permanently suspended by the provider if :
– The customer does not pay the invoiced amounts ;
– The customer systematically opposes the collaboration in a certain way ;
– The customer is unable to provide the content and/or access codes ;
– The customer does not comply the steps of the project ;
– The customer does not comply with the confidentiality agreement ;
– The customer declines to pay a surcharge ;
– The customer refuses to provide requested information necessary for the successful completion of the mission or project ;
– The customer does not reply to more than three written communications from the provider, by adopting a complete inactivity of more than three months ;
– The customer declares bankruptcy;
– The customer does not comply with the present GTC.
In the case of interruption of a contract, compensation or refund of a deposit cannot be claimed from the service provider by the customer.
3.6 – A contract may be subject to rate increases if :
– A desiderata causes complications or requires more effort to achieve it ;
– The customer adds new desiderata ;
– The content is generated or needs to be corrected by the provider;
– The customer’s requirements change during the provision of the service.
3.7 – For any new request, a new quotation may be necessary. Depending on the nature of the request, the service provider chooses whether to submit a new quotation or to include the request in the service being performed. In all cases, the provider will discuss these circumstances with the customer before undertaking any further work and will obtain the customer’s written approval, regardless of the communication platform used.
3.8 – In the case of delay in the provision of services, the provider cannot be held liable with the imposition of any penalties.
3.9 – No contract may be cancelled by the customer without the agreement of the service provider. Otherwise, the customer undertakes to pay the totality of the amounts due (if the service is in progress) or the totality of the deposit (if the service has not yet taken place). Any request for termination must be made in written form to the provider (see 3.12), stating the contract number and the reason for the request. The provider undertakes to respond to the request within 8 working days. Depending on the eligibility of the request, the provider will inform the customer of its final decision: the termination may, by mutual agreement of the parties, take place without notice and without compensation.
3.10 – The amounts due are payable in cash or on bank account no. BE74 0018 8074 3407 in the name of INCORP SRL. In the event of non-payment of an invoice on the due date (explicitly mentioned on each invoice), the customer will be sent a reminder ten days later. A second reminder will take place ten days after the first reminder, with a surcharge of €12.50 (excluding taxes) for administrative costs. If the customer does not show up after the second reminder, the services provided may be suspended until the amounts due have been settled. A penalty of 50€ (excluding taxes) is to be expected for the reactivation of suspended services. The creation remains the property of the service provider as long as the service remains unfinished. The customer may not claim any compensation for the period of suspension of services in the case of non-payment.
3.11 – The duration of a contract will depend on the type of services and the guarantees offered. Usually, any contract will be considered as expired after delivery of the service. For more information about the duration of his contract, the customer can ask the provider. In all cases, the service provider undertakes to explicitly and clearly communicate the end of a contract.
3.12 – Any complaint (relating to services or amounts) must be sent in written form to the head office (Picardstraat 15/B70 – 1000 Brussels) within eight days from the date of issue of the final invoice. After this period, no complaint will be admissible and the creation will be considered as definitively validated.
ARTICLE 4 – DOMAIN NAME AND HOSTING
4.1 – For any web project, the purchase of the domain name and/or hosting is not included in the pricing, these are at the customer’s expense. However,the provider will propose a list of hosting service providers (“GDPR compliant”) in order to guarantee the smooth running of the project and in accordance with the customer’s needs.
4.2 – An option in the order form, checked by default, allows for the possibility of leading the phase of choice and purchase of the domain name and/or hosting by the provider on behalf of the customer. This option can be invoiced in the same document as the web project or separately. The management of the purchase of the domain name and/or hosting involves the delegation of the annual management to the provider of a service that includes: the management of the payment of the subscription in time for the following year, the realization of offsite backup at least twice a year, the management of email services (creation, deletion and support). As long as it is not within 60 days before the expiration of his hosting, the customer can at any time request the management of his hosting account. If the management of the hosting is delegated to the provider, the customer gives his authorization for the creation and deployment of a Gmail address (via a Google account) in order to conduct the management of the hosting without interruption through steps to be validated by the customer.
4.3 – If the customer already has an access code for a previously reserved hosting or for an existing website, the customer undertakes to create identifiers specific to the provider. Otherwise, he can provide the unique administrator access codes he has. In the latter case, it is the customer’s responsibility to solve any problem related to the security of access linked to these identifiers.
4.4 – The provider cannot be liable for any direct or indirect damage caused by a temporary interruption of services from its suppliers.
ARTICLE 5 – SERVICES PROVIDED BY INCORP
5.1 – E-marketing advice, studies and analyses, strategic and tactical suggestions.
5.2 – IT security advice, studies and analyses, strategic and tactical suggestions.
5.3 – Design and creation of website, landing page, mini-site and e-commerce site.
5.4 – Manual or automated data encoding.
5.5 – Management and interaction with databases.
5.6 – Information security audit.
5.7 – Penetration testing for web applications.
5.8 – Deployment of business software commonly known as ERP or also CRM.
5.9 – Deployment of point of sale systems.
5.10 – Supply, troubleshooting and support of hardware.
5.11 – In-company training, self-paced learning, remote learning.
ARTICLE 6 – MARKETING RIGHTS
6.1 – Unless otherwise stated, the customer authorizes the provider to publish the creation, for marketing purposes, on all its media for an indefinite period of time.
6.2 – Unless otherwise stated, the customer authorizes the provider to add a text-type signature to digital creations (footnotes on websites, for example) and to create hyperlinks from the customer’s website. If other hypertext links must exist on the customer’s site, the customer undertakes beforehand to request authorisation from third parties. The provider may also take care of this in counterpart of additional costs.
ARTICLE 7 – INTELLECTUAL PROPERTY AND DELIVERY
7.1 – The content provided by the customer remains his ownership.
7.2 – During the provision of the service, the creation is the exclusive property of the provider. It will be the property of the customer only after the delivery of the creation.
7.3 – During the provision of the service, the customer can not have any access to the modification of the creation. Delivery is made at the end of the provision and accesses are only given to the customer if all amounts due are settled. Once the accesses have been given to the customer, the service provider cannot be held responsible for any changes made to the creation.
7.4 – The provision of services begins when the contract is signed or when the deposit is received. The delivery date of a project will depend upon the nature of the project and its scope, and will be estimated during the interview. Delivery times will be given as an approximation. However, web projects may not exceed a delivery time of 2 months. In case of delay, no compensation can be claimed from the provider.
ARTICLE 8 – GDPR OBLIGATIONS OF THE CUSTOMER AND THE PROVIDER
8.1 – The customer undertakes to comply with the law of 8 December 1998 and the new GDPR law of 25 May 2018 concerning the protection of privacy and data processing in case of data collection during a digital strategy:
– prove opt-in data collection ;
– determine the purposes and methods of the processing ;
– inform the persons concerned ;
– report the processing operation to a supervisory authority.
If any data are collected during and in the course of the project, the customer is the exclusive owner and sole responsible for such data. The provider is exempt from all responsibility concerning the use of the data collected by the customer. For all data processed within the scope of the project by the provider, he undertakes to process the data in accordance with the GDPR standard, then to return all the data to the customer and to destroy it from his databases at the end of the project. The persons concerned by the processed data cannot contact the provider, they must contact the customer directly for their right to access, rectify or delete their data.
8.2 – The provider is a subcontractor of the processing of the customer’s personal data, and may only process the data in the manner described by the customer, unless otherwise specified. However, the provider has the right to refuse data processing requested by the customer if it is contrary to the law of 25 May 2018. It will then notify the customer in writing (email or mail).
8.3 – The data stored and processed for the customer by the provider are exclusively on servers located within the European Union. The service provider will never share the customer’s personal data with third parties, except for its subcontractor. The provider undertakes to ensure the security and confidentiality of the data and to ensure that this same commitment is respected by his subcontractor throughout the contract. For any corruption, loss or violation/theft of data during the mission, the provider undertakes to notify the client as soon as possible and the persons concerned by the data.
8.4 – A confidentiality agreement will be proposed by the provider to the customer during the first talks. The purpose of this agreement is to maintain confidentiality between the stakeholders. The customer may require or reject the agreement. The confidentiality agreement does not prevent the provider from processing the customer’s data in a non-identifiable (anonymous) way in its marketing materials.
8.5 – It is the customer’s obligation to take all necessary precautions to prevent the confidentiality of reports, advice or documentation received from the service provider. Prevention consists in not making them public or communicating them to other providers.
ARTICLE 9 – OTHER OBLIGATIONS OF THE CUSTOMER AND THE PROVIDER
9.1 – The provider carries out the missions assigned to him independently, conscientiously, loyally and discreetly. The provider is not liable to check the accuracy and completeness of the information provided to him by the customer or one of his employees, nor to verify their reliability.
9.2 – The provider will perform the tasks entrusted to him via the computer programs or media/applications of his choice, owned by the provider and/or the customer.
9.3 – All information received by the provider that is necessary for the successful completion of the project or the assignment will be used and maintained in the provider’s IT infrastructure, suitably protected by security measures.
9.4 – The customer is aware that some legal notices must appear on the websites. The presence of legal notices on a website is the responsibility of the customer. The service provider may insert legal notices on the customer’s website for an additional cost.
9.5 – The provider in no way ensures an increase in the customer’s sales after delivery of the creation. In other words, the missions only entail an obligation of method and not of result.
9.6 – If the creation consists of a website, the provider does not ensure the result of the referencing of the website on search engines (these are constantly evolving algorithmically).
9.7 – The updates of the websites are not included in the initial provision of the service. They are subject to a new service. These may be carried out by the provider. Nevertheless, the customer can assign the updating of his website to another service provider, himself having the access codes. If the customer chooses to migrate to another hosting provider, the provider can handle this for a fee.
9.8 – The provider undertakes to protect and maintain professional confidentiality on all objects and subjects communicated by the customer. The provider also undertakes to not divulge any confidential information about the customer to third parties or competitors.
9.9 – The provider undertakes to implement all resources in order to guarantee a quality service upon delivery.
9.10 – The websites are produced in real-time (not locally). This implies that any changes are published directly. However, the provider undertakes to communicate the progress of the provision of the service to its customer on a regular basis.
ARTICLE 10 – DELEGATION
10.1 – The provider may subcontract other service providers for the performance of all or part of the services. Towards the customer, the provider remains solely responsible for the provision of the services.
10.2 – The customer undertakes to not take contact, advice, directly, personally or through an intermediary, with an employee or former employee of the provider (for a maximum of six months). In the case of failure to comply with this obligation, the compensation that may be claimed by the provider to cover the costs related to the loss of a customer/project will be considered by a fixed amount of 1500 € (one thousand five hundred) excluding taxes.
ARTICLE 11 – WARRANTIES
11.1 – By default, no warranty is provided for the provision of services. In the case of bugs, corrections are to be expected during the service phase, before delivery. No intervention can be demanded by the customer after delivery.
11.2 – In case of a request at the signature of the contract, a possibility of a warranty for a fixed period of time can be added as an option for an additional fee.
11.3 – By default, the warranty foreseen for sales of material goods is that provided by its supplier. No extension of warranty is proposed by the provider. In the case of a product defect, the provider can assist the customer towards the warranty without having a share of responsibility in the follow-up and coverage.
ARTICLE 12 – COMPETENT JURISDICTION
12.1 – These general terms and conditions of sale are subject to Belgian law. In the case of a dispute, the customer and the service provider will make every effort to settle the disagreement out of court within a maximum of 60 days from receipt of written notification from one of them. In the case of a conflict, the courts of the head office of the provider will have jurisdiction, except in the case of binding public policy provisions.
Article 13 – Annexes
13.1 – The annexes to these conditions are :
– Confidentiality Agreement ;
– Agreement to create a Google Account ;
– Other agreements for the creation of an administrator account on IT platforms.
Article 14 – Signature
14.1 – By signing these GTC or by signing a quotation or a purchase order or by paying a deposit, the customer confirms its agreement with all the above-mentioned clauses, as well as with the agreements provided for in the annexes. The customer’s signature is required in the box provided for this purpose below. Also, the customer’s signature is required on all pages of the document.
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