1.1. The following general conditions form part of any agreement with or order placed with JaJa bv. Any clause contrary to these general terms and conditions will only be binding if expressly accepted in writing by JaJa. By placing an order the Client accepts the general terms and conditions of JaJa.
2.1. All offers and quotations of JaJa are without obligation until acceptance by the Client. The agreement is concluded when the Client responds to JaJa's quotation email within the stated period of validity with a message "For agreement with the quotation mentioned in the email below" or a similar message, or when the Client otherwise agrees to an offer. Any order or order confirmation by the Customer binds the Customer 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 project, will be performed on a directional basis at the then current hourly rate, unless otherwise agreed upon.
2.3 Travel and relocation costs are always to be borne by the Customer, unless otherwise expressly agreed.
3.1. The cancellation of an order by the Client is possible as long as JaJa has not yet started its activities and subject to payment of compensation of 10% of the agreed price, with a minimum of EUR 500.
4.1. The date of delivery is given only as an indication and does not bind JaJa. Delay in delivery does not entitle the Client to compensation or price reduction, nor to dissolution of the agreement.
4.2. If the parties have expressly agreed on a binding delivery period, this period shall be extended if the Customer fails to transmit information, documents, originals or images (on time) and to accept the improved proofs (on time), or if the Customer places additional orders.
5.1. Unless otherwise agreed, JaJa's invoices are payable in cash. Disputes must be notified to JaJa 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.
5.2. All invoices are payable on their due date by transfer to the account number of JaJa. Each payment will be charged to the oldest due invoice, and first to the interest and costs due. Allowed discounts expire in case of non-compliance with the general conditions of sale.
5.3. Should the Client fail to make payment within 8 days of receipt of a reminder to that effect by JaJa, the Client will owe JaJa default interest at the interest rate stipulated in article 5 of the Law of 02/08/2002 combating late payment in commercial transactions. A fixed compensation of 10% of the invoice amount with a minimum of EUR 125 will also be charged. The interest due will be calculated from the date of reminder until full payment. In addition, JaJa reserves the right to suspend further performance of its commitments until the Client has paid the overdue invoices. Any delay in payment by the Client will make all sums due payable at once. In this case, the Client may not use the creations made by JaJa.
5.4 JaJa is entitled to terminate the Agreement with immediate effect and/or to block access to the Services in whole or in part, temporarily or otherwise, if the Client fails to comply with one or more of his obligations arising from this Agreement in whole or in part (such as non-payment of the invoice) without the Client being able to claim repayment of any prepaid fees or any compensation whatsoever. In any case JaJa will inform the Client of this. Furthermore, JaJa is entitled to terminate the Agreement without further notice of default and by operation of law with immediate effect if the Client has been declared bankrupt, the Client has applied for or accepted a composition with creditors, or more generally the Client is in suspension of payments.
6.1. JaJa undertakes to perform all services to be provided with care. All performances by JaJa are resource commitments. JaJa is not liable for errors in performance due to insufficient or incorrect input by the Client.
6.2. JaJa cannot be held liable for any fault (even a gross fault) of its or its appointees, except in case of fraud. Under no circumstances, whatever the cause, form or object of the claim whereby liability is invoked, JaJa shall be liable for any consequential damages such as, for example, loss of expected profits, decrease in turnover, increased operating costs, loss of clientele, which the Client or third parties may suffer as a result of any error or negligence on the part of JaJa or its appointees.
6.3. JaJa's liability with regard to services provided to the Client is in any case limited to either the refund of the price paid by the Client or the re-performance of the services, at JaJa's discretion. The total liability of JaJa, will never exceed the price paid by the Client to JaJa for the services that gave rise to the claim.
6.4. With respect to services originating from third party suppliers, JaJa does not accept any liability above or beyond that which the third party suppliers are willing to accept for their products or services.
6.5. JaJa cannot be held liable for the use of photographs or fonts supplied and/or approved by the Client.
7.1. Intellectual Property Rights means 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, applications for patents, domain names, know-how, as well as rights to databases, computer programs and semiconductors.
7.2. All intellectual property rights to content created by JaJa remain the property of JaJa, unless expressly agreed otherwise between Client and JaJa.
7.3. The Client will respect JaJa's Intellectual Property Rights at all times and make reasonable efforts to protect those rights. The Client will immediately notify JaJa of any infringement by third parties of JaJa's Intellectual Property Rights of which he becomes aware.
8.1. If the Client is guilty of a serious contractual default that the Client fails to remedy within 8 days of receiving a notice of default served by registered mail, JaJa is entitled to either (i) suspend the contract until the Client has fulfilled his commitments, or (ii) terminate the contract with immediate effect. The non-payment of one or more invoices on their due date, will always be considered a serious contractual default.
8.2. Upon termination of the agreement, the Client will pay for all services rendered by JaJa, as well as the costs incurred by JaJa as a result of this termination, plus liquidated damages of 30% of the amount that JaJa could still have invoiced to the Client if the agreement had been fully executed. In any event, any advance payment made will remain vested in JaJa. Moreover, JaJa retains the right to claim higher damages if it proves that its actual damages suffered exceed the flat-rate damages as stipulated above.
8.3. Nevertheless, each party accepts to grant the other party a reasonable time to remedy its possible deficiencies, and to always seek an amicable settlement first.
9.1. The parties undertake to keep the commercial and technical information and trade secrets they learn from the other party, even after the termination of the agreement, confidential and to use them only for the execution of the agreement.
10.1. The Client agrees that the work performed by JaJa for the Client will be included in JaJa's reference portfolio.
11.1. Force majeure situations such as, for example, strikes, public unrest, administrative measures and other unexpected events over which JaJa has no control, release JaJa, for the duration of the nuisance and for their scope, from its commitments, without entitlement to any price reduction or compensation for the Client.
12.1. If any provision of these general conditions is void, the other provisions will remain in full force and effect and JaJa and the Client will replace the void provision with another provision that approximates the purpose and purport of the void provision as much as possible.
13.1. Belgian law applies to the agreements of JaJa. Any dispute relating to the conclusion, validity, performance and/or termination of this agreement will be settled by the competent court in Ghent.
