General Terms & Conditions - Stigo Digital Agency

General Terms & Conditions

General Terms & Conditions

Article 1. Application General Terms and Conditions

These general terms and conditions apply to all offers from and to all agreements with Stigo bvba, even if conflicting provisions are stated on the customer’s documents. By placing an order, the customer accepts the general terms and conditions of Stigo bvba.

Article 2. Offers and Quotations – Order Confirmation

2.1. All offers and quotations of Stigo bvba are without obligation until the moment of acceptance by the customer. The agreement is concluded when the client signs the offer unchanged within eight days for approval and returns it to Stigo bvba. Every order or order confirmation by the client commits the client to the agreement. The agreement replaces all previously concluded verbal and/or written agreements. The execution of the order starts from receipt of the advance payment.
2.2 All changes in scope/functionalities during and/or after the process will be carried out at the hourly rate applicable at that time, unless agreed otherwise.

Article 3. Cancellation of the Order 3.1.

Cancellation of an order by the client is possible as long as Stigo bvba has not yet started its work, and subject to payment of a compensation of 30% of the agreed price, with a minimum of 1000 EUR.

Article 4. Delivery

4.1. The date of delivery is only given as an indication and does not bind Stigo bvba. Delays in delivery do not entitle the customer to damages or a reduction in price, nor to dissolution of the agreement.
4.2. If the parties have explicitly agreed on a binding delivery period, this period will be extended if the customer fails to provide information, documents, originals or images (in a timely manner) and to accept the corrected proofs (in a timely manner), or if the customer places additional orders.

Article 5.

Risk 5.1. All goods belonging to the customer and located at Stigo bvba are stored there at the customer’s risk.

Article 6. Terms of payment

6.1. Unless otherwise agreed, the invoices of Stigo bvba are payable in cash. Disputes must be made known to Stigo bvba by registered letter within seven working days after the invoice has been sent. A dispute can under no circumstances justify a postponement or suspension of payment.
6.2. All invoices are payable on their due date by transfer to the account number of Stigo bvba. Each payment will be charged on the oldest expired invoice, and first on the interest and costs due. Permitted discounts shall lapse in the event of failure to comply with the general terms and conditions of sale.
6.3. If the customer does not proceed to payment within 8 days after receipt of a reminder by Stigo bvba, the customer will owe Stigo bvba default interest at the interest rate stipulated in article 5 of the Law of 02/08/2002 on Combating Late Payment in Commercial Transactions.
A fixed compensation of 10% of the invoice amount with a minimum of 125 EUR will also be charged.
The interest due is calculated from the date of the reminder until full payment. Moreover, Stigo bvba 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 client shall render all amounts due and payable at once. In that case, the client may not use the creations made by Stigo bvba.
6.4 Completion of executed works can only take place after payment of 90% of the invoices. The transfer of the source code and the intellectual property rights related to the visual design of the website can only take place after the client has paid the full amount of the contract.
6.5 Web projects put on hold by the customer do not give rise to suspension of payment. Online marketing projects cannot be suspended for planning reasons.
6.6. Stigo bvba is entitled to terminate the agreement with immediate effect and/or to block access to the Services (e.g. website) in whole or in part and temporarily or otherwise, if the customer fails to fulfil one or more of his obligations arising from this Agreement in whole or in part (such as a non-payment of the invoice) without the customer being able to claim a refund of any prepaid fees or any compensation for damages. Stigo bvba will in any case inform the customer of this. Furthermore, Stigo bvba is entitled to terminate the agreement without further notice of default and by operation of law with immediate effect in case the Client is declared bankrupt, the Client has applied for or accepted a judicial settlement, or more generally the Client is in cessation of payment

Article 7. Liability – General

7.1. Stigo bvba undertakes to perform all services to be provided with care. All performances of Stigo bvba are commitments of means. Stigo bvba is not liable for errors in the execution due to insufficient or wrong input by the customer. After the development of a website, we provide a transparent transfer and installation. We also provide a warranty period of 6 weeks after test delivery, for the processing of technical bugs. The test delivery is considered as provisional acceptance by the customer. Without written notice to the contrary, this provisional acceptance becomes final after 6 weeks.
7.2. Stigo bvba cannot be held liable for any fault (even gross negligence) on its part, except in case of fraud. Stigo bvba can, regardless of the cause, form or object of the claim in which the liability is invoked, under no circumstances be held liable for any consequential damages such as, for example, loss of expected profits, decrease in turnover, increased operational costs, loss of clientele, which the client or third parties would suffer as a result of any fault or negligence on the part of Stigo bvba or an appointee.
7.3. The liability of Stigo bvba with respect to services provided to the customer is in any case limited to either the reimbursement of the price paid by the customer, or the re-performance of the services, at Stigo bvba’s discretion. The total liability of Stigo bvba will never exceed the price paid by the customer to Stigo bvba for the services that gave rise to the damage.
7.4. With regard to the services provided by third party suppliers, Stigo bvba does not accept any liability above or other than the liability that the third party suppliers are prepared to accept for their products or services.

Article 8. Liability Software

8.1. Without prejudice to article 7, the following applies with respect to software: the flawless operation of a computer configuration (the entirety of hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning strike, …) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, …), so that, among other things, unexpected loss of (even all) programs and/or data can occur. The customer undertakes to install appropriate mechanisms for the security, storage and repair of data.

 Article 9. Intellectual Property Rights

9.1. Intellectual Property Rights shall mean: all intellectual, industrial and other property rights (whether registered or not), including but not limited to copyrights, neighbouring rights, trademarks, trade names, logos, designs, models or applications for registration as a drawing or model, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programs and semiconductors.
9.2. Both parties accept that the concept of a website (i.e. the construction of the screens of the website, main navigation) will in principle not be protected by Intellectual Property Rights.
The Client may therefore find a similar structure at other sites developed by Stigo bvba.
9.3. The Intellectual Property Rights related to the visual design of the website created by Stigo sprl are transferred to the Client, after payment (art. 6.4). This transfer is valid to the fullest extent, for all modes and forms of exploitation, for the entire duration of the right in question and for the entire world. In addition, the customer shall receive a non-exclusive licence to use all codes used for the website.
This license is valid for the duration of protection of the code by copyright and for the whole world. However, if the website contains photographs or drawings that were not provided by the customer, but were retrieved by Stigo bvba from a website that provides online photographs and illustrations, whether or not for payment, then the user license that the customer obtains on these photographs and drawings, depending on the conditions, is determined on the website of this online library. As a rule, this license will not be exclusive. Stigo bvba does not provide any guarantee with regard to these photos and illustrations.
9.4. The Intellectual Property Rights associated with the CMS (i.e. the necessary software for managing the content of the website) belong exclusively to Stigo bvba or a third party with which Stigo bvba has concluded an agreement in this regard. Subject to payment of an annual license fee, determined in the offer of Stigo bvba, and under the condition precedent of full payment of this fee, the customer obtains a non-exclusive, non-transferable license to use this software. It is prohibited for the customer to grant sublicenses to third parties, or to make the software available to third parties in any way, to communicate it, to use it for the benefit of third parties or to commercialize it.
9.5. The customer will respect the Intellectual Property Rights of Stigo bvba at all times and make reasonable efforts to protect those rights. The customer will immediately inform Stigo bvba of any infringement by third parties of the Intellectual Property Rights of Stigo bvba of which it becomes aware.

Article 10. Hosting Services

10.1. For the hosting Stigo bvba works together with a specialized hosting partner. A description of the hosting services and the liability of this partner is included in the Service Level Agreement (SLA) of this hosting partner. This SLA can be modified or changed by the hosting partner. At the first request of the customer, Stigo bvba will provide the customer with a copy of the current version of the SLA.
10.2. The hosting services are provided by Stigo bvba to the customer per calendar year, subject to payment by the customer of the fee due. The current price list can be requested on the website of Stigo bvba and will be updated annually. If the client wishes to cancel this service, he must do so by sending a registered letter to Stigo bvba by 1 December at the latest. In the event of late termination, the client will owe the compensation for the following calendar year.

Article 11. Domain name

11.1. If the customer orders a domain name through Stigo bvba, then the rights attached to this domain name belong exclusively to the customer. Stigo bvba acts as an agent for the management of the domain name to the extent that the customer pays the due annual fee to Stigo bvba. This management agreement is of indefinite duration and can be terminated by registered letter at the latest one month before the anniversary of the domain name registration.

Article 12. Maintenance contract

12.1 After the contractual warranty period of 6 weeks we continue to work under a maintenance contract/service contract. Such a maintenance contract allows us to reserve a fixed number of hours in the planning to provide changes and support at a fixed cost. The contract is valid for 1 year, unless otherwise agreed.

Article 13. Termination of the Agreement

13.1. If the customer is guilty of a serious contractual breach of contract which the customer fails to remedy within 8 days after receipt of a notice of default by registered post, Stigo bvba is entitled either (i) to suspend the agreement until the customer has fulfilled his obligations, or (ii) to terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be considered as a serious contractual default.
13.2. Upon termination of the agreement, the customer will pay all services provided by Stigo bvba, as well as the costs Stigo bvba has to incur as a result of this termination, increased by a fixed compensation of 30% of the amount that Stigo bvba could still have invoiced to the customer if the agreement had been fully executed. Any advance payment made will in any case remain vested in Stigo bvba. Moreover, Stigo bvba retains the right to claim a higher compensation if Stigo bvba believes that the damage actually suffered by it is greater than the fixed damage as determined above. 13.3. Nevertheless, each party accepts to grant the other party a reasonable period of time to remedy any shortcomings, and to always first seek an amicable settlement.

Article 14. Confidentiality obligation

14.1. Parties undertake to keep secret the commercial and technical information and business secrets they learn from the other party, even after the termination of the agreement, and to use them only for the execution of the agreement.

Article 15. Processing Personal Data

15.1. Insofar as the customer processes personal data on the server of Stigo bvba, Stigo bvba has the capacity of processor. The customer has the capacity of controller for the processing of personal data within the meaning of the Personal Data Processing Act (Wet Verwerking Persoonsgegevens). The customer declares to fully comply with the obligations incumbent on the data controller, as included in this law.
15.2. Within the framework of the services for the customer, Stigo sprl processes personal data of the contact persons specified by the customer. The contact details of these persons are processed for the purpose of ‘customer management’, i.e. to contact the customer with regard to the services. The contact persons have a right to access and correct their data.

Article 16. Reference

The customer agrees that the work performed by Stigo sprl for the customer is included in the reference portfolio of Stigo sprl.

Article 17. Force majeure

17.1. Force majeure situations such as strikes, public unrest, administrative measures and other unexpected events over which Stigo sprl has no control, release Stigo sprl, for the duration of the nuisance and for their scope, from its obligations, without entitlement to any price reduction or compensation for the customer.

Article 18. Nullity

18.1. If any provision of these general terms and conditions is null and void, the other provisions will remain in full force and Stigo bvba and the customer will replace the null and void provision with another provision that approximates the purpose and purport of the null and void provision as much as possible.

Article 19. Applicable Law – Competent Court

19.1. Belgian law applies to the agreements of Stigo bvba. Any dispute relating to the conclusion, validity, execution and/or termination of this agreement shall be settled by the competent court in Antwerp.

Article 20. The Creation of Distinguishing Signs

20.1. We certainly have the expertise in house to develop a word or figurative brand or a complex word image for you.
20.2. We would like to point out, however, that Stigo bvba cannot guarantee an investigation into the availability of a sign. We advise you to contact a specialized trademark office to check whether certain signs have not previously been used or registered as a trademark by third parties.
20.3. You should discuss the distinctive character of your distinctive sign with the same specialized trademark office, as such an assessment requires specialized legal knowledge.
20.4. We will be happy to discuss further with you how we can approach the creation of your logo, and how to cooperate with the specialized agency.

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