General terms and conditions
These are the general terms and conditions of WeRebel Agency, with registered office at Kontichstraat 135, 2650 Edegem, Belgium, company number 0738.887.008.
Article 1 General
1. These general terms and conditions shall apply to every offer, quotation and agreement between “Client”, hereinafter referred to as “Client” and WeRebel Agency. To which WeRebel Agency has declared these conditions applicable, insofar as these conditions have not been expressly deviated from by the parties in writing.
2. These general conditions replace all previous versions and are applicable to all offers, quotations and contracts of WeRebel Agency and its client.
3. These general terms and conditions are also written for the employees of “the client” and its management.
4. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation should be assessed in the spirit of these general terms and conditions.
Article 2 Quotations and offers
1. All quotations and offers made by WeRebel Agency are without obligation until acceptance by “the principal”. Acceptance is effected by the signing of “the cooperation agreement” by “the principal”. “The cooperation agreement” becomes an effective contract upon signature and replaces all previously concluded oral and/or written agreements.
2. WeRebel Agency cannot be held to its quotations or offers if “the client” can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
3. The prices stated in “the cooperation agreement” are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.
4. A composite quotation shall not oblige WeRebel Agency to execute part of the order at a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3 Contract duration, delivery periods, performance and modification of the agreement
1. The agreement between “the client” and WeRebel Agency shall be entered into for the duration stipulated in the cooperation agreement, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
2. The date of delivery is given as an indication only and does not bind WeRebel Agency. Delay in delivery shall not entitle the client to compensation or price reduction, nor to rescind the contract.
3. If WeRebel Agency requires data (information, documents, originals, images, logins, etc.) from ”the principal” for the execution of the agreement, the execution period shall not commence until “the principal” has made these available to WeRebel Agency correctly and completely, and this within 5 working days.
4. WeRebel Agency is entitled to have certain work performed by third parties.
5. WeRebel Agency is entitled to execute the agreement in several phases and invoice the part thus executed separately.
Article 4 Suspension, dissolution and early termination of the agreement
1. WeRebel Agency is authorised to suspend or dissolve fulfilment of its obligations if:
(2) “The Client” is guilty of a serious contractual default which “the Client” fails to remedy within 8 days of receiving a notice of default. In this case, WeRebel Agency has the right to either suspend the contract until “the Client” has fulfilled its commitments or terminate the contract with immediate effect.
3. The non-payment of one or more invoices on their due date, will always be considered a serious contractual default.
4. Upon termination of the contract, “the client” shall pay for all services rendered by WeRebel Agency, as well as the costs incurred by WeRebel Agency as a result of such termination, plus liquidated damages of 15% of the amount WeRebel Agency could still have invoiced to “the client” if the contract had been fully executed.
5. Nevertheless, each party accepts to grant the other party a reasonable time to remedy its possible shortcomings and to always seek an amicable settlement first.
6. The agreement can be terminated in writing or by e-mail at any time, one month before the expiry of the current contract. Without such termination, the agreement will be tacitly extended by one month each time.
7. WeRebel Agency has the right at each renewal (tacit or written renewal of the contract) to elaborate new conditions and include them in the renewed contract. WeRebel Agency undertakes to inform the client of this.
8. Projects put “on hold” by WeRebel Agency on the one hand or “the Client” on the other shall not give rise to suspension of payment.
9. If the Other Party fully or partially cancels an order that has been placed, the items ordered or prepared for it, plus any transport and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party.
Article 5 Force majeure
1. WeRebel Agency cannot be held liable for failures in the performance of the contract due to force majeure.
2. For the purposes of these general terms and conditions, force majeure shall mean all external causes, foreseen or unforeseen, over which WeRebel Agency has no or insufficient influence, but which prevent WeRebel Agency from fulfilling its obligations.
3. This includes poor or non-compliance with the agreement by third parties or “the client” itself.
4. WeRebel Agency may suspend the obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party shall be entitled to dissolve the agreement, without any obligation to compensate the other party for damages.
Article 6 Payment and collection costs
1. Unless otherwise agreed, payment must be made within 15 days of the invoice date, (in a manner to be indicated by WeRebel Agency), unless otherwise indicated in writing by “the client”. WeRebel Agency is entitled to invoice periodically.
2. All invoices are payable on their due date by transfer to the account number of WeRebel Agency being BE37 0689 3604 0428.
3. Each payment shall be charged against the oldest due invoice, and first against interest and costs due. Authorised discounts expire in the event of non-compliance with the general terms and conditions.
4. Payments to third parties, such as: paying registrations, domain name registration, visitor statistics, hosting, click budgets, media budgets, conversion fees, etc. will be charged in full to the client, unless it has been agreed to direct these third party costs to the client.
5. Disputes must be notified to WeRebel Agency - by registered letter - within seven working days of the invoice being sent. A dispute can under no circumstances justify a postponement or suspension of payment.
6. If “the client” fails to pay an invoice on time, “the client” shall be in default by operation of law. “The client” shall then owe interest of 10% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall be due. The interest on the amount due and payable shall be calculated from the moment “the client” is in default until the moment of payment of the amount due in full.
7. If “the principal” fails to make payment within 8 days of receipt of a registered notice of default by WeRebel Agency, “the principal” shall be liable to pay default interest at the interest rate stipulated in Art. 5 law of 2 August 2002 to combat late payment in commercial transactions.
8. All reasonable costs incurred to obtain satisfaction out of court shall be borne by “the client”. The extrajudicial costs shall be calculated on the basis of what is customary in Belgian collection practice. However, if WeRebel Agency has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from “the principal”. “The principal” shall also owe interest on the judicial and execution costs due.
Article 7 Retention of title
1. All items delivered by WeRebel Agency - within the framework of the contract - remain the property of WeRebel Agency until “The Client” has duly fulfilled all obligations under the contract(s) concluded with WeRebel Agency.
2. Goods delivered by WeRebel Agency, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment.
Article 8 Liability
1. If WeRebel Agency should be liable, this liability is limited to what is regulated in this provision.
2. WeRebel Agency is not liable for damages of any nature whatsoever caused by WeRebel agency having relied on incorrect and/or incomplete information provided by or on behalf of “The Client”.
3. WeRebel Agency can under no circumstances be held liable for any type of damage to third parties, caused by “the principal”, which would result from the use, unlawful or otherwise, of its products or services.
4. WeRebel Agency cannot be held liable for damages caused by “the client” himself or by third parties (e.g. hosting, Affiliate sites, Google, et al.)
5. WeRebel Agency shall not be liable for any indirect or incidental damages or loss of income that the client may suffer as a result of the provision of the services during the contract.
6. Should WeRebel Agency be liable for any damage, WeRebel Agency's liability shall be limited to a maximum of the total value of the concluded agreement.
7. WeRebel Agency shall only be liable for direct damage or through gross negligence in the performance of the contract.
8. WeRebel Agency does not guarantee success, chances of success and returns, nor can it be held liable for failure to achieve results. This is because these results are strongly influenced by external factors, both online and offline, over which WeRebel Agency has no control. For example: actions of “the client” himself, as well as third parties such as Facebook, Instagram, Google, Yahoo, Affiliate sites, et al. Furthermore, “the client” also recognises the online competition rate or arbitrariness of search engines as a working force on results.
9. To achieve the stated purpose of the agreement, WeRebel Agency will depend on the service, software and services of other parties for certain services. Media budgets prepared in advance by WeRebel Agency are indicative only and may differ from the amounts invoiced by third parties. In the event of different amounts, the invoices from third parties in question shall be considered actual amounts and/or numbers.
Article 9 Intellectual property
1. Intellectual property means all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyright, neighbouring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawings or models, patents, applications for patents, domain names, ‘know-how’, as well as rights to databases, computer programmes, etc.
“The Client” warrants and indemnifies WeRebel Agency for the accuracy and completeness of all material and information, in whatever form, made available by him to WeRebel Agency in the context of the execution of the contract. “The Client” also warrants that the use of this material and information does not infringe national or international regulations, nor the rights of third parties, and indemnifies WeRebel Agency against any possible claim by third parties in relation to this material or information.
3. Upon any editing (or modification) by the principal (or third parties) to the website (or tools) on which WeRebel Agency provides its services, “the principal” shall immediately notify WeRebel Agency.
4. “The Client” accepts and acknowledges that the performance and services of WeRebel Agency may be seriously affected and/or hindered by this, due to adjustments of which WeRebel Agency was not informed in advance.
5. WeRebel Agency cannot be held liable for the consequences, caused by total or partial failure of “the principal” to fulfil his obligations, mentioned under article 2.
Article 10 Applicable law - competent court
1. All legal relationships to which WeRebel Agency is a party shall be governed exclusively by Belgian law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there.
2. The courts of Antwerp have exclusive jurisdiction to hear disputes, unless the law imperatively requires otherwise. Nevertheless, WeRebel Agency has the right to submit the dispute to the court with jurisdiction according to the law.
3. The parties will only resort to court after they have made every effort to settle a dispute by mutual agreement.
CONTACT DETAILS:
Jordy Mouton
WeRebel BV
Kontichstraat 135
2650 Edegem
Belgium
info@rebelagency.be
Tel: +32(0)497/08.73.05
VAT: BE0738.887.008
