GENERAL TERMS AND CONDITIONS

Article 1. Application of General Terms and Conditions:

1.1. These general terms and conditions apply to all offers from and agreements with Frameboy BV, Tarwelaan 46, 8500 Kortrijk, BE 0792.637.181. These general terms and conditions exclude the application of the customer’s general terms and conditions, regardless of the time at which the latter were submitted to Frameboy BV.

1.2. By placing an order, the customer acknowledges and accepts Frameboy BV’s general terms and conditions.

1.3. Specific conditions included in agreements concluded between Frameboy BV and the customer shall take precedence, in case of any inconsistency, over the provisions of these general terms and conditions, regardless of the date of the agreement.

Article 2. Offers and Quotations – Order Confirmation:

2.1. All offers and quotations from Frameboy BV are non-binding until accepted by the customer. The agreement is concluded subject to credit insurance approval and when the customer confirms the quotation without modification and within the validity period to Frameboy BV. Each order or order confirmation by the customer binds the customer.

Article 3. Cancellation of the Order:

3.1. Any cancellation of an order must be made in writing. If the customer cancels an order, they shall pay the following cancellation fees, considering that Frameboy BV always delivers customized work:

a. In case of cancellation within 14 days before the execution of the order: 20% of the total order amount.

b. In case of cancellation after the commencement of the order’s execution: the actual damages, which are at least the cost of the executed work and the purchased or produced materials, increased by 20% of the total order amount.

The owed cancellation fee is, in any case, at least equal to the invoiced amount.

Article 4. Delivery:

4.1. The delivery date is provided for guidance purposes only and is not binding on Frameboy BV. Delay in delivery does not entitle the customer to compensation or a price reduction or to the termination of the agreement.

4.2. If the parties have explicitly agreed on a binding delivery period in specific conditions, this period shall be extended if the customer fails to provide information, documents, originals, images (on time), and 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 Frameboy BV during their shipment to the customer is borne by the customer.

Article 5. Risk:

5.1. All goods and digital data owned by the customer and located at Frameboy BV 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 Frameboy BV’s bank account (IBAN BE35 7370 6418 4337 – BIC KREDBEBB). Each payment is applied to the oldest overdue invoice and, first, to the interest and costs due. Permitted discounts expire if the general sales conditions are not respected.

6.2. If the customer does not make payment of the invoice on the due date, they are, by law, liable to Frameboy BV for default interest calculated in accordance with the law of 02.08.2002 regarding late payment in commercial transactions and a flat-rate compensation of 10% of the invoice amount, with a minimum of 125 EUR, from the date of the reminder until full payment. Furthermore, Frameboy BV reserves the right to suspend the further execution of its obligations until the customer has paid the overdue invoices. Any delay in payment by the customer makes all amounts due immediately payable and cancels all payment terms.

6.3. Frameboy BV reserves the right to invoice the services in installments and, if necessary, to request an advance payment for the services.

If the customer orders services that must be settled by Frameboy BV in currencies other than the Euro, the exchange rate risk is always borne by the customer.

6.4. Frameboy BV reserves the right to suspend the further execution of the services and to demand adequate safeguards before resuming the services in case the customer’s creditworthiness is shaken by legal actions against the customer and/or other events that call into question or make it impossible to trust in the proper performance of the customer’s commitments (such as non-payment of invoices). If the customer refuses or is unable to comply with this, Frameboy BV reserves the right to terminate the agreement and apply Article 11.2.

Article 7. Complaints – Invoice Protest:

7.1. Any complaint must be submitted to Frameboy BV by registered letter with motivation within a period of 5 calendar days. For complaints or disputes regarding the provided services, the period begins the day after delivery. Regarding the invoice, the period starts from the invoice date. In the absence of timely protest, the services/invoices are definitively accepted, and payment is due.

Article 8. Liability – General:

8.1. Frameboy BV commits to executing all services with care. Frameboy BV is not liable for errors in execution due to insufficient or incorrect input by the customer.

8.2. Frameboy BV cannot be held responsible for any error (even gross negligence) by Frameboy BV or its employees. Regardless of the cause, form, or purpose of the claim of liability, Frameboy BV shall, in no event, be liable for any consequential damages such as loss of expected profits, decreased turnover, increased operating costs, loss of clientele, which the customer or third parties may suffer as a result of any error or negligence by Frameboy BV or an employee.

8.3. The liability of Frameboy BV with respect to services provided 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 the discretion of Frameboy BV. The total liability of Frameboy BV shall never exceed the price paid by the customer to Frameboy BV for the services that gave rise to the damage.

8.4. As for services from third-party suppliers, Frameboy BV accepts no liability beyond or other than the liability accepted by the third-party suppliers for their products or services.

Article 9. Intellectual Property Rights:

9.1. Intellectual Property Rights refer to all intellectual, industrial, and other property rights (whether registered or not), including but not limited to copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawings or models, patents, patent applications, know-how, as well as rights to databases, computer programs.

9.2. The Intellectual Property Rights associated with the visual design of the services provided by Frameboy BV, including but not limited to graphic designs, photos, moving images, analyses, charts, source code, scenarios, etc., are transferred to the customer upon full payment of the invoice. This transfer applies in the broadest sense, for all modes and forms of exploitation, for the entire duration of the relevant right, and for the entire world. However, if the delivered goods and/or services contain photos, illustrations, audio, or videos that were not provided by the customer but were obtained by Frameboy BV from a website offering photos, illustrations, audio, and videos online, with or without payment, then the use license for these photos, illustrations, audio, and videos depends on the terms defined on the website of this online library. Typically, this usage license will be non-exclusive and non-transferable. Frameboy BV provides no warranty with respect to these photos, illustrations, audio, and videos.

9.3. The customer shall always respect the Intellectual Property Rights of Frameboy BV and make reasonable efforts to protect those rights. The customer shall immediately notify Frameboy BV of any infringement by third parties on the Intellectual Property Rights of Frameboy BV of which the customer becomes aware.

Article 10. Execution of Services:

10.1. In general, when performing the services, Frameboy BV is only committed to making best efforts, not to delivering specific results.

10.2. In general, Frameboy BV is always entitled to use subcontractors to carry out all or part of the services.

10.3. The services provided by Frameboy BV can always be used as a reference by third parties and on Frameboy BV’s own website and affiliated companies.

Article 11. Termination of the Agreement:

11.1. If the customer commits a serious contractual breach that the customer does not rectify within 5 days after receiving a registered notice of default, Frameboy BV has the right to either (i) suspend the agreement until the customer fulfills their commitments or (ii) terminate the agreement with immediate effect. Non-payment of one or more invoices on their due date is always considered a serious contractual breach.

11.2. Upon termination of the agreement, the customer shall pay for all services provided or purchased by Frameboy BV, as well as the costs incurred by Frameboy BV as a result of this termination. Any advance payment made remains the property of Frameboy BV.

11.3. Nevertheless, each party agrees to grant the other party a reasonable period to remedy any deficiencies and to always seek an amicable solution first.

11.4. The termination of the agreement results in the deletion of all data on devices managed by Frameboy BV without further notice. This deletion cannot lead to any liability on the part of Frameboy BV.

Article 12. Confidentiality:

12.1. The parties undertake to keep commercial and technical information and business secrets they learn from the other party confidential, even after the termination of the agreement, and only to use them for the execution of the agreement.

Article 13. Processing of Personal Data:

13.1. Whenever Frameboy BV processes personal data on behalf of the Customer, Frameboy BV acts as a data processor. The Customer acts as the data controller for personal data processing under the Data Processing Act. The Customer confirms that they will fully comply with the obligations of the data controller under this law.

Article 14. Force Majeure:

14.1. Force majeure situations, such as strikes, public disturbances, administrative measures, and other unexpected events beyond the control of Frameboy BV, release Frameboy BV from its obligations for the duration and scope of the hindrance, without any right to price reduction or compensation for the customer.

Article 15. Nullity:

15.1. If one or more provisions of this agreement are entirely or partially null or would become unenforceable in the future due to a change in the law or for any other reason, this shall not affect the legality, validity, or enforceability of the other provisions or the agreement as a whole, insofar as they can still have any effect or legal basis.

In case of nullity, the parties interpret it restrictively and in good faith to mitigate or replace the null provisions with an equivalent provision that closely aligns with the initial objectives of the parties and is in compliance with the law.

Article 16. Agreement:

16.1. This agreement supersedes all prior oral or written agreements and applies to all previous agreements, invoices, and outstanding invoices for which no written project agreement has been concluded.

Article 17. Applicable Law – Jurisdiction:

16.1. Belgian law applies to Frameboy BV’s agreements. Any dispute concerning the conclusion, validity, execution, and/or termination of this agreement shall be settled by the competent court for the registered office of Frameboy BV.