Article 1. Terms
In these General Terms and Conditions, the following terms shall have the following meanings:
- Parties: the Client and June20.
- Customer: the party giving the Order.
- June20: the company June20 BV, with registered office in 2100 Antwerp (Deurne), Bisschoppenhoflaan 88, VAT BE 0845.584.434, Register of Legal Entities Antwerp.
- Assignment (or Agreement): agreement of assignment whereby June20 commits itself towards the Customer to provide services.
Article 2. Scope of application
2.1. Unless otherwise agreed, the legal relationship between Parties is governed by the general terms and conditions of June20, to the exclusion of the Customer’s own terms and conditions.
2.2. By placing an Order, the Customer acknowledges accepting the general terms and conditions of June20.
2.3. In case of a long-term contractual relationship between June20 and the Customer, the Customer is considered to know and accept the general terms and conditions of June20, also for future Assignments.
Article 3. Conclusion and duration of the Assignment
3.1. The Agreement comes into existence between the Parties at the moment of acceptance of the Assignment by June20.
3.2. The Agreement is entered into for an indefinite term unless it follows from the content, nature or tenor of the Order granted that it has been entered into for a definite term.
Article 4. Provision of information by the Client
4.1. The client is bound to make available all information that June20 indicates it needs for the correct and timely execution of the Order and/or of which the client knows or should know that June20 needs the information for the correct and timely execution of the Order, in the form, in the multiple and in the manner desired by June20 and moreover in time that June20 can execute the Order without delay.
4.2. The Client vouches towards June20 for the correctness, completeness and reliability of the information made available to June20, even if this information originates via or from a third party. June20 is not obliged to examine the correctness and completeness of the information provided by the Customer.
4.3. Should facts or circumstances occur of which the Client knows or should know that they are or could be of importance for the execution of the Order, the Client shall inform June20 immediately and completely.
4.4. Additional costs and additional fees resulting from the delay in the execution of the Order resulting from failure to provide requested information, or failure to provide it on time or properly, shall be borne by the Client.
Article 5. Description of Assignment.
The services will be provided as stipulated in the project charter, in the statement of work or on the front of the quotation or invoice.
Article 6. Performance of the Assignment
6.1. June20 shall make every effort to execute the Assignment with due care and expertise. With regard to the Assignment there is an obligation of effort for June20.
6.2. June20 shall determine the manner in which and by which person the Assignment shall be carried out. The execution of the Order may be transferred in whole or in part to a third party provided agreement has been reached between June20 and the Client.
Article 7. Execution deadlines
7.1. Deadlines for execution of the Order are target deadlines only, unless otherwise agreed.
7.2. Should the Client have to pay an advance, the execution period for the Order will not commence until payment of the advance has been received in full by June20.
7.3. Should the Client make information available to June20 for the execution of the Order, the execution period for the Order will not commence until the required information has been made available in full to June20.
Article 8. Warranty
June20 is liable for any lack of conformity of the product that manifests itself within a period of two (2) months counting from the moment the product is put into use or live, unless otherwise agreed between Parties. If necessary, June20 will solve the defect without additional cost. Customer must notify any defect within the period of two (2) months after commissioning of putting the product live to June20 in writing. Otherwise, the Customer loses his right to bring a claim for non-conformity.
Article 9. Intellectual property
9.1. June20 will conclude a separate agreement with the Customer in which the transfer of the Intellectual Property of the products used in the execution of the Order will be regulated. In this separate agreement, all modalities and limitations of the transfer of the Intellectual Property Rights by June20 to the Customer will be provided.
9.2. In the absence of separate agreement between Parties on the Intellectual Property Rights, June20 reserves all Intellectual Property Rights regarding products used in the execution of the Order.
9.3. The Client shall always respect the Intellectual Property Rights of June20 and to the extent possible co-protect them by, among other things, informing June20 without delay of infringements by third parties on the Intellectual Property Rights of June20.
Article 10. Fee
10.1. June20 invoices a fee for its work, based in principle on an hourly rate and the time spent on the Order, travel expenses, as well as costs incurred and invoices from third parties engaged by June20.
10.2. June20 has the right to change its hourly rate and the fees and costs it charges in the interim. Liability for fees shall not depend on whether the result intended by the Assignment has been fully achieved.
10.3. June20 is entitled to request from the Client the payment of an advance on the fee. If this advance is exhausted, a new advance may be requested. June20 will only start or resume its work after payment of the advance by the Client.
10.4. All rates are exclusive of VAT and other levies that are or may be imposed by the government.
Article 11. Payment
11.1. Invoicing by June20 is on a monthly basis. A final invoice will also be made upon completion of an Order.
11.2. The Client must pay June20′ invoices within fifteen (15) days of the invoice date, unless otherwise stated on the invoice at the due date.
11.3. In case of a jointly given Order, all Clients are jointly and severally liable for the payment of the full invoice amount.
11.4. Payment shall be made in Euros, unless otherwise agreed, by transfer in favor of a bank account to be designated by June20.
11.5. The Customer does not have the right of set-off, discount or suspension.
11.6. In case of non-payment of the invoice no later than the due date, all sums due shall by operation of law and without any prior notice of default, accrue an interest of one percent (1%) per month, whereby each started month counts as a full month, and the invoice amounts shall by operation of law and without any prior notice of default be increased by ten percent (10%), with a minimum of five hundred Euros (€ 500.00). Furthermore, in the event of non-payment of the invoice by the due date at the latest, all discounts allowed shall expire.
11.7. Failing payment by the Customer on the due date of the invoice, June20 is entitled to suspend the execution of the Order with immediate effect without prior notice of default.
11.8. If the execution of an Order is halted and later restarted, the Customer shall be required to pay an additional fee for the restart costs, with a minimum of the cost of one working day.
11.9. Any cancellation of the Order must be in writing and is only valid subject to written acceptance by June20. In case of cancellation of the Assignment by the Customer both before the commencement of the Assignment and when the Assignment has already started, the Customer shall owe liquidated damages in the amount of thirty percent (30%) of the price of the Assignment, with a minimum of one thousand Euros (€ 1,000.00), without prejudice to the fee for the services already performed and costs incurred. This compensation shall cover fixed and variable costs and possible loss of profit.
Article 12. Protests
12.1. Protests concerning the work performed and/or the invoice amount must be notified in writing to June20 immediately but at the latest within fourteen (14) days after the invoice date.
12.2. Protests concerning lack of conformity of the product must be made within a period of two (2) months counting from the moment the product is put into use or live.
12.3. Protests do not suspend the Customer’s payment obligation.
Article 13. Liability
13.1. June20 is liable only for the gross or intentional fault committed by it. June20 is therefore not liable for ordinary or minor fault. Insofar as June20 depends on the cooperation, services and performances of third parties in the execution of the Order, it can in no way be held liable for any damage whatsoever resulting from their fault, therein
including gross error or intent.
13.2. If an error is made because the Client has provided June20 with incorrect or incomplete information, June20 shall not be liable for any resulting damage.
13.3. Regarding software, June20 can never be held responsible for the operation of third party software, nor for its application. The hosting services are provided by a third party, for which June20 cannot be held liable.
13.4. June20 is not obliged to compensate for intangible, indirect or consequential damages, such as, but not limited to, loss of data, loss of profit, personnel costs, loss of an opportunity, third party complaints, lawyer’s fees.
13.5. The compensation for damages to which June20 may be liable towards the Client and/or third parties shall never exceed the amount of the invoiced fee for the corresponding (partial) Assignment. In case the liability for the damage is covered by insurance, the payment obtained under the insurance must be deducted from the liability of June20.
Article 14. Indemnification
June20 is not liable for damages to third parties and is not bound to any indemnification of the Customer against any third party claims. The Customer, on the other hand, indemnifies June20 for claims of third parties.
Article 15. Safeguards
15.1. If June20’s confidence in the Customer’s creditworthiness is shaken by acts of judicial execution against the Customer and/or demonstrable other events that call into question and/or make impossible the confidence in the proper execution of the commitments entered into by the Customer, June20 reserves the right to cancel all or part of the Order, even if the Order has already been executed in whole or in part.
15.2. Where applicable, the amount due in case of cancellation of the Order shall be due by the Customer by way of damages.
Article 16. Waiver of right
Any waiver of rights of any provision or condition in the Agreement shall be effective only if made in writing.
Article 17. Translation
The Dutch text of these General Conditions shall prevail over translations thereof.
Article 18. Applicable law – competent court
18.1. All Agreements between the Parties are governed exclusively by Belgian law.
18.2. Unless the Parties expressly agree otherwise in writing, all disputes relating to the Agreement between the Parties shall be settled by the competent court of the district of Antwerp.
June20 bv | Stapelplein 70 202, 9000 Ghent, Belgium | www.june20.be | firstname.lastname@example.org | VAT BE0793.249.469