Article 1. Application of general terms and conditions
1.1 These general terms and conditions apply to all offers and services (in-
cluding designs, web developments, online marketing services, seo and
search engine optimisation services, “caretaker” services, subscription
formulas and the lease, sale and maintenance of equipment) of and
agreements with Agile, notwithstanding conflicting provisions stated
on documents of the client. These general conditions also apply to all
occasional orders and performances of Agile. By relying on or using a
service of Agile, and thus by placing an order, the client acknowledges
that he has received a copy of these terms and conditions from Agile
and irrevocably accepts its implementation to the exclusion of all other.
1.2 These terms and conditions may be modified at any time by Agile. Mod-
ifications shall take effect from the second month following the month
in which the notice was given of the modification. If the client does not
accept these modifications, he may terminate the contract by means of
a registered cancellation addressed to Agile, within a period of 1 month
following the date on which the notice was given. If applicable, the agree-
ment shall end the moment that the modified conditions take effect.
1.3 These terms and conditions revoke and supersede all previous, while the
applicable version can always be consulted on the website of Agile.

Article 2. Offers and quotations – orders
2.1 All offers, quotations, estimates and financial proposals of Agile are
without obligation and are only submitted for informational purposes
until such time that the client accepts. The order by the client can only
exist when the quotation is signed in agreement within eight days,
unchanged, and returned to Agile. Every order by the client is binding
for the client. Client orders are irrevocable. The client is deemed to
know the features, characteristics, etc. of the goods and/or the service
and chooses the type of material and/or service based on his needs and
under his sole responsibility. The order replaces all previously completed
and/or verbal agreements. The order will be executed from receipt of
the advance payment.

Article 3. Cancellation of the order
3.1 Agile reserves the right to refuse an order entirely or partially, even if
the order is based on a price estimate prepared by Agile. If Agile only
partially accepts an order, they shall inform the client of this and the
client will be deemed to accept this, except when a registered letter is
sent indicating the cancellation of the entire order, within 5 working
days after sending the abovementioned notice. In such a case, the use
of the service and/or receipt of the goods shall at least apply as accep-
tance of the contract and these terms and conditions.
3.2 The cancellation of an order by the client is possible as long as Agile has
not yet started its activities with regard to the order, or as long as no
goods have been supplied yet; always subject to payment of a cancella-
tion fee of 40% of the agreed price, with a minimum of 500 EUR.

Article 4. Deliver – completion
4.1 The accepted order will be delivered to the best ability within the period
specified in the contract and failing this, within a reasonable period.
Quoted delivery or completion dates are purely indicative and do not
produce any result obligations on the part of Agile. Delay in delivery
or completion does not entitle the client to any compensation or price
reduction, nor the dissolution of the agreement.
4.2 If parties have expressly agreed on a delivery date, this date will be ex-
tended if the client fails to provide the required information, documents,
original, pictures (timely) and to accept the finale samples (timely), or
if the client places additional orders that are not related to orders for
which a delivery date has been agreed to.
4.3 If Agile, due to any cause beyond its control or due to force majeure, is
unable to perform an accepted order or services or to do so within the
specified delivery or completion date, Agile may, by simple notification,
extend the delivery or completion date or terminate the contract without
owing any compensation.

Article 5. Risk
5.1 All goods belonging to the client and in the possession of Agile (located
at the address of the company or in its collocation spaces), will be
stored at the risk of the client.

Article 6. Guarantee
6.1 If the goods or services provided by Agile (placing a website, web appli-
cation or other online application on a live environment) shows visible
defects upon delivery or completion or is materially non-compliant with
the order, the client should indicate this at that directly on the delivery
slip, invoice or transport document. The client shall inform Agile via
registered mail of the visible defects or non-compliance within 5 work-
ing days following delivery, along with a copy of the document stating
this fact, as mentioned above. After this period, the goods or delivered
service is considered to have been finally accepted by the client.
6.2 Agile does not issue any guarantee or indemnity for latent defects in
delivered goods. Rendered services have a guarantee period of 3 months
following completion, but absolutely no indemnification for latent defects.
The guarantee is also limited to the detailed technical aspects of a project
and should be such that the use of the website, web application or other
online application is prevented by it. There is absolutely no guarantee to
other aspects (visual, ease of use etc.) that does not prevent use.

Article 7. Payment procedures
7.1 Unless otherwise specified, prices and rates are those that apply at the
time the quote is accepted and the contract is concluded.
7.2 The price is irreducible and, in particular, cannot be discounted if a part
of the service, entirely or partially, cannot be performed.
7.3 With each order, the customer must pay 40% of the invoice amount in
advance. The services will only be started following the payment of this
advance payment. For projects over 50 man-days, a milestone * invoice
will be prepared upon validation of the development of half of the devel-
opment by the client, this is 30% of the total cost. The remaining 30% (or
60%) will be invoiced upon completion. The payment of the final invoice
should always take place prior to completion of a live environment.
7.4 Unless otherwise specified, invoices will be prepared prior to the rendering
of any services, billing period or delivery, and all invoices are payable
in cash on the bank account of Agile indicated on the invoice, unless
otherwise agreed or specified on the invoice. In the absence of a regis-
tered letter, protesting to the invoice, within 14 days after the date of the
invoice, the invoice shall be deemed to have been irrevocably accepted.
7.5 Any payment received by Agile will first be settled to the accrued interest
and damages, followed by the principal sum of the first overdue invoice.
7.6 If the invoice is unpaid on the date of expiration (Agile currency ac-
count), then the amount is automatically and legally, and without any
prior notice, increased by a fixed compensation of respectively € 25 for
an amount less than or equal to € 250, € 50 for an amount between
€ 250 and € 500, and 15% for an amount of € 500 or more per
invoice, with a maximum of € 5,000 per invoice, as well as by way of
default interest of 1% per month, where a part of a month counts as a
whole month, until the day of actual payment, without affecting its right
to reimbursement of the legal costs and compensation for all relevant
recovery costs.
7.7 Accrued interest, which are due for a full year at least, will in their turn
be increased by the same interest rate.
7.8 In case of any unpaid balance, Agile is entitled to suspend any further
delivery and / or performance awaiting full payment and dependent
on prepayment of the goods to be delivered and / or performance,
on a guarantee and / or debit order, in which the client undertakes to
comply with within 8 days following the first request thereof by Agile,
failing which Agile is entitled to terminate the contract at the expense
and risk of the client. Moreover, the guarantee is then legally lifted,
without this lifting extending the guarantee period.
7.9 In the event of an unpaid balance, every invoice or claim, even if not
expired, shall be immediately claimable.
7.10 The services are invoiced irrespective of whether it was used or not.

Article 8. Complaints – protesting the invoice
8.1 Any protest must be submitted to Agile within a period of eight days,
by registered mail. For complaints or disputes relating to the delivered
goods or services, the period commences on the day after completion.
With respect of the invoice, the period begins on the date of invoice.
In the absence of a timely protest, the services / invoices are finally
accepted and payment is due.

Article 9. Liability
9.1 Any liability of Agile, even with a serious error but without intent or
deceit, for any damages caused by the delivered by its goods and / or
the rendered services, including negligence and / or omission, is always
limited to € 10,000 per claim and € 25,000 for all claims together in a
given calendar.
9.2 The liability of Agile for any loss of use, loss of profits and / or indirect
damages (including non limitation, loss of profits, loss of revenue, loss
of customers, loss or corruption of data or loss of opportunity) is al-
ways, even in serious error but without intent or deceit, excluded.

Article 10. Installation – Acceptance
10.1 Unless otherwise specified, the services and / or sale of goods does not
include the installation or acceptance thereof. The client shall accom-
plish this himself, at his own cost and under his sole responsibility.
10.2 The installation price only includes, with the exception of all other, a
once-off installation of the goods supplied and/ or services rendered
by Agile without establishing a connection to any other item that is
not included in this contract. A new installation is only possible after
payment of the costs and after signing a contract amendment.
10.3 Without specific protest per registered letter from the client, within 5
working days after the installation by Agile, it is deemed that the service
has been supplied or installed according to the rules of the trade.
10.4 If the installation could not be carried out due to a fault of the client or
of a third party, the client is bound to pay all invoices.

Article 11. Intellectual Property Rights
11.1 Intellectual Property Rights include: all intellectual and industrial rights of
ownership (regardless of whether or not they are registered), including
but not limited to copyrights, neighbouring rights, trademarks, designs or
applications for registration as a design or model, patents, applications
for patents and rights to databases and computer programs.
11.2 Both parties accept that the concept of a website, web application or
other online application (this refers to but not limited to the construction
of the screens of the website, web application or online application,
wireframes, the main navigation and basic functions) will basically not
be protected by Intellectual Property Rights. The client will also find a
similar structure in other sited developed by Agile.
11.3 The Intellectual Property Rights related to the various SAAS (Software
as a Service) services, Subject to payment of a license fee determined
in the quotation by Agile, and under condition of full payment of this
fee, the client obtains a non-exclusive, non-transferable license to use
this software for the duration of the relevant services. The client is not
allowed to grant sublicenses to third parties or in any way share the
software with third parties, to use it for the benefit of third parties or to
commercialize.
11.4 The client shall always respect the Intellectual Property Rights of Ag-
ile and use reasonable efforts to protect those rights. The client shall
inform Agile immediately of any infringement by third parties on the
Intellectual Property Rights of Agile of which he has knowledge.

Article 12. Retention of title
12.1 The customer hereby accepts and acknowledges irrevocably and
particularly that the delivered goods or rendered services (in case of
a website, web application or other online application development)
remains property of Agile, in case of purchase, until the purchase price
or capital has been paid in full and, in the case of development, as long
as the payment of the final invoice has not yet been paid in full. Until
this time, the client is not entitled, under penalty of liability, to provide
or transfer the property to a third party as security or deposit and shall
oppose any seizure and notify Agile immediately of such.

Article 13. Hosting services
13.1 The hosting services are issued by Agile to the client per year, unless
otherwise determined, defined, subject to the payment by the client of
the due compensation. The current price can be provided by Agile at
the simple request from the client and will be updated annually. If the
client wants to terminate this service, this should be done by notifying
Agile no later than 1 month prior to the end of the year, per registered
mail. In the event that the notification is late, the client shall be charged
compensation for the following calendar year.

Article 14. Accessibility hosting – SAAS (Software as a Service) services
14.1 Agile undertakes, within the technical limitations and to the best of
its ability, to carry out the services specified in the contract, to the
exclusion of all others, on the obligation of means.
14.2 Given the technical limitations inherent in the services, neither the
access nor the use of, or the quality and /or quantity /volume of
service can be guaranteed at any time, unless otherwise expressly and
explicitly specified in the contract.
14.3 The service specified in the contract is, unless explicitly indicated in
the contract, defined and delineated exhaustively and in exclusion of
all others, in the detailed file of Agile which relates to the service on
the date of signing the contract. The client hereby acknowledges having
received and accepting a copy of this detailed file.
14.4 The contract is concluded under the express condition precedent of
normal availability of the service on the Belgian market. Subsequent
dissolution will have absolutely no effect on the continued existence of
the contract with respect to the other indicated and available services.
In this case, the client is not entitled to any compensation.
14.5 The client acknowledges that the service is subject to significant de-
velopments and changes in the IT sector. The services, both in the
nature, specifications, features and /or size /volume of any kind, can
be change and /or modified at any time to the current state of the
generally accepted technical standards without any notice or right to
compensation in respect of the client. In this case Agile is entitled,
subject to notification, to adjust the contractual price to the modified
service with immediate effect. If this result in a price increase of more
than 10% (excl. VAT), the client is entitled, within 8 days after this
notification, on penalty of permanent loss of his right, to terminate
the relevant contract by means per registered letter (date of receipt
applies). In this case, the client is not entitled to any compensation.
14.6 Agile is entitled, at any time and without prior notice, to take any
measure of internal order and/or useful to the continuity of the service,
including but not exhaustive: changing access codes, user access and
name, dial-in numbers, login procedure, maintenance activities, infra-
structure modifications, technical or procedural changes. Any direct or
indirect consequences and /or costs that may arise from the above
measures or that it may cause such for the client or with respect to its
internal infrastructure, are the sole responsibility of the client without
giving the client any right to any compensation whatsoever.
14.7 In case that the service is unavailable, the client shall inform Agile per
registered letter, after which Agile will attempt to recover this within a
reasonable period, to the best of its ability.
14.8 The contract does not run out, not with entire or partial impossibility to
implement due to the wishes of the client, or when not in use, nor with
foreign causes or force majeure, the risk of which will always be borne
by the customer, who will not be entitled to suspend his obligations in
that case.

Article 15. Domain names
15.1 If the client orders a domain name through Agile, the rights related
to the domain name belong exclusively to the client. As agent, Agile
is responsible for the management of the domain name for as far as
the client pays the relevant annual fee due to Agile. This management
agreement is of indefinite duration and may be terminated no later than
one month prior to the expiration of the domain name registration by
registered letter.

Article 16. Use of open source CMS-systems – Liability
16.1 If the client has a CMS system (content management system) as part
of the installation of his website, web application or other online appli-
cation, the client is solely responsible for the changes that he applies
intentionally or unintentionally using the CMS system from the day of
acceptance. In that case, the client carries the burden of proof as from
acceptance if he were to claim that the proper operation of the website,
web application or other online application was caused by Agile.
16.2 The use of the CMS system and the administrative access by the client,
which could result in problems of any nature whatsoever for the installa-
tion, are the sole responsibility of the client. The guarantees or services
rendered by Agile to repair the installation cannot be called on by clients
who use a corresponding service for the updates to their CMS system.
16.3 It is always assumed that the client will manage his CMS system as
a good custodian and that he has enough technical knowledge in this
respect.

Article 17. Termination of agreement – suspension of services
17.1 If the client is guilty of (i) a serious breach of contract or (ii) a breach
of contract that the client does not recover within 8 days of receipt of
a registered postal notice, Agile has the right to either (1) suspended
the agreement until the client has fulfilled its commitments or (2) ter-
minate the agreement with immediate effect. Non-payment of one or
more invoices on their expiration date will always be considered to be a
serious breach of contract.
17.2 If the client fails to comply properly or timely with the terms of pay-
ment or with any other obligation of the contract, as well as in cases
specified in Article 18.3, Agile may, without any prior notice and
without a notice period, suspend the performance of its obligations
waiting the payment of the outstanding invoice or declare the imple-
mentation of the agreement and /or contract terminated for breach
of contract, at the expense and risk of the client, without affecting
Agile’s right to compensation.
17.3 In non-exclusive title, the following cases give rise to the aforemen-
tioned suspension and/or termination:
– simultaneous use of logins and passwords
– lack of complete transfer of information and/or signing any documents
specific to the services and/or delivery of goods
– upgrade, maintenance, technical and/or procedural changes to the
infrastructure of Agile or illegal use by third parties of access to the
service
– not respecting the Acceptable Use Policy
– lack of security
– soiling the good name of Agile
– violation of rights of third parties
– not providing or not observing guarantee and/or domiciliary after
request by Agile.
17.4 During the suspension, the duration of the contract continues to run
and Agile remains entitled to proceed with invoices, which the client is
obliged to pay.
17.5 The suspension will be lifted within the best possible time after full
payment of all outstanding invoices in principal amount (currency
account Agile applies) and after a notification by the client to Agile of
the full and complete implementation of all commitments on his part.
By way of reactivation, a fixed cost of € 125 excl. VAT will be invoiced
to the client.
17.6 Even in case of suspension, Agile is still entitled to rescind the agree-
ment at a later time due for breach of contract, at the cost and risk of
the client, without affecting Agile’s right to compensation.
17.7 Agile remains entitled at all times to terminate and / or suspend the
contract entirely or partially, if it is impossible from a technical perspec-
tive, entirely or partially, temporarily or permanently, to render the ser-
vices, which includes due to force majeure and / or if the continuation
thereof, under technical change, would result in additional charge for
Agile compared with the costs existing at the time of entering into the
agreement, regardless of whether this was or was not foreseeable at
the time and /or whether or not Agile still offers the services.
17.8 If several agreements were entered into with the client, Agile may
choose to terminate one or more agreements in the aforementioned.
17.9 A dispute, claim, demand for suspension or termination, non-delivery
or whatever else from the client on a part of or the entire agreement,
may not be invoked with respect to another component or another
agreement, specifically not to justify the non-payment of the client for
the latter.
17.10 The suspension or termination prevents access to the service, including
the relevant website, web application or other online application, both
for the client and for third parties.
17.11 In the aforementioned cases of suspension and / or termination, the
client cannot claim any damages, direct or indirect or whatsoever, nor a
reduction in the price for the duration of any suspension.
17.12 Upon termination of the agreement, the client will pay all services
provided by Agile, and the cost incurred by Agile as a result of such
termination, plus a penalty of 50% of the amount that Agile could have
invoiced to the client if the agreement had been fully implemented. Any
advance payment that lay have been paid, shall always be retained by
Agile. Agile also reserves the right to claim higher compensation if it
can prove that its actually incurred damage exceeds the fixed damages
as set forth .
17.13 In case of bankruptcy, cessation, judicial or voluntary liquidation or in
a similar situation, the agreement is automatically terminated, legally
and without any prior notice, at the cost and risk of the client, without
affecting Agile’s right to compensation.

Article 18. Confidentiality – confidentiality obligation
18.1 Both parties acknowledge that they will not disclose any confidential
information in any manner whatsoever. Furthermore, parties undertake
to treat commercial and technical information and trade secrets that
they learn from the other party, even after the termination of the agree-
ment, as confidential and to only use it for the implementation of the
agreement.
18.2 The provisions of this article are not applicable to: information that has
become public in a way other than by a breach of any obligation of
confidentiality obligation; information obtained from a third party who
obtained or developed this legally without a confidentiality obligation;
information disclosed at the request of public or legal authorities.
18.3 Each party is also responsible for the observance of this article by its
employees, agents and/or representatives.
18.4 This article is applicable to confidential information, as long as this
information is not subject to the application of article 19.2.
18.5 The client shall fully indemnify Agile at all times from any claim by a
third party, and also protect Agile from any direct or indirect damages
caused by the non-compliance with the provisions of this Article.

Article 19. Transfer
19.1 Without the prior written permission of Agile, the contract and /or rights
and obligations contained therein, are not transferrable in whole or in
part with respect to the client, nor can be they be reserved in any way
or for part of his business assets. With the prior written consent of Agile
for a transfer of a contract in respect of the client, the client-transferee
undertakes to the full payment of all sums wed in principal to Agile by
the transferor on the effective date of the transfer.
19.2 Agile is always entitled to transfer or pledge the contract and / or rights
mentioned therein and /or obligations and /or deriving claims, includ-
ing all the appurtenances, in whole or in part, as well as ownership of
the goods, to a third party. The Customer acknowledges and accepts
that, in such a case, the third party may implement the transferred
rights and /or obligations and /or claims of Agile with respect to the
client and undertakes to sign all documents required for the legal and
administrative regularization of the transfer at the first request of Agile,
which may be served to him in by registered letter.

Article 20. Portfolio and Client references
20.1 The Customer agrees that the website, web application or other online
application developed by Agile for the client, or the services rendered by
Agile for the client, is included in the portfolio of Agile (both online on
the website and in print in any promotional publication of Agile).

Article 21. Place of execution
21.1 All contracts to which Agile is party, are carried out at their offices.

Article 22. Force Majeure
22.1 Force majeure situation, such as strikes, public unrest, administrative
measures and other unexpected events on which Agile has no control,
release Agile, for the duration of the disturbance and for their extent,
from its obligations, without any right to price reduction or compensa-
tion for the client.

Article 23. Invalidity
23.1 If any provision of these terms and conditions is invalid, the remaining
provisions shall remain in full force and Agile and the client will replace
the invalid provision with another provision that covers the purpose and
intent of the invalid provision as closely as possible.

Article 24. Evidence
24.1 All communications, notifications, contracts, documents or other are
validly made by Agile to the address of the client mentioned in the
contract, even by e-mail, fax or any other form of electronic registration.
24.2 All shipments, except those by registered mail, which the client sends
in the manner specified by Article 24.1, can only be received by Agile
provided that there is a notice of receipt of the latter.

Article 25. Applicable Law of authorised court
25.1 Belgian law applies to all agreements of Agile. Any dispute relating
to the conclusion, validity, execution and / or termination of these
contracts shall be settled by the authorised court in Ninove.