Article 1. Application general terms and conditions
1.1. These general terms and conditions apply to all offers from and agreements with Experience Lab BV, regardless of any conflicting stipulations stated on the customer's documents. By placing an order, the customer acknowledges to accept the general terms and conditions of Experience Lab BV.
Article 2. Offers, quotations & order confirmation
2.1. All offers and quotations of Experience Lab BV are without obligation until the moment of acceptance by the customer. Quotations remain valid up to 14 calendar days after the quotation date unless otherwise stated.
2.2. The agreement comes into effect when the customer signs the offer unchanged within eight days for approval and returns it to Experience Lab BV. Every order or order confirmation by the customer commits the customer. The agreement replaces all previously concluded and/or verbal agreements.
2.3. The offer is not divisible and can therefore not be split up unless stated otherwise. A compound quotation does not oblige Experience Lab BV to carry out part of the assignment for a corresponding part of the quoted price.
2.4. The order is carried out upon receipt of the advance payment or signing of the quotation unless explicitly stated otherwise in the quotation.
2.5. Offers and quotations do not automatically apply to future orders.
Article 3. Cancellation of the order
3.1. The cancellation of an order by the customer is possible as long as Experience Lab BV has not yet started its activities and subject to payment of a compensation of 25% of the agreed price.
Article 4. Delivery
4.1. The date of delivery is only given as an indication and does not bind Experience Lab BV. A delay in delivery does not entitle the customer to compensation or a reduction in price, nor does it entitle the customer to dissolve the agreement.
4.2. If the parties have explicitly agreed on a binding delivery period, this period will be extended if the client fails to provide information, documents, originals, images (in a timely manner) and to accept the corrected proofs (in a timely manner), or if the client places additional orders.
Article 5. Risk
5.1. All goods belonging to the customer and located at Experience Lab BV are stored there at the risk of the customer.
Article 6. Terms of payment
6.1. Unless explicitly stated in writing in the agreement, the customer must pay an advance of 25% of the invoice amount with each order. Upon delivery of the order, the customer shall owe 75% of the invoice amount.
6.2. All invoices are payable on their due date by transfer to the account number of Experience Lab BV (stated on all invoices and quotations) or via the online payment options offered by Mollie Payments on the online invoice or quotation.
6.3. If the customer does not proceed to pay within 30 days after receiving a reminder to do so, the customer will owe Experience Lab BV default interest of 12% per year and a fixed compensation of 10% of the invoice amount with a minimum of 100.00 EUR, from the date of reminder to full payment.
6.4. Experience Lab BV reserves the right to suspend the further execution of his obligations until the customer has paid the due invoices. Any delay in payment by the customer will make all amounts due and payable at once. In addition, all discounts granted in the event of failure to comply with these general terms and conditions of sale will lapse.
Article 7. Complaints - protest of the invoice
7.1. Any protest must be submitted to Experience Lab BV by motivated registered letter within a period of 8 days. For complaints or disputes regarding the delivered services, the period commences the day after delivery. With regard to the invoice, the period commences on 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. Experience Lab BV undertakes to perform all services to be provided with care. All services provided by Experience Lab BV are commitments of means. Experience Lab BV is not liable for errors in the execution due to insufficient or wrong input by the customer.
8.2. Experience Lab BV cannot be held liable for any error (even a gross error) on the part of him or his appointees, except in the case of fraud. Whatever the cause, form or object of the claim in which liability is invoked, Experience Lab BV can under no circumstances be held liable for any consequential damage 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 Experience Lab BV or an appointee.
8.3. The liability of Experience Lab BV with regard 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-performance of the services, at the option of Experience Lab BV. The total liability of Experience Lab BV will never exceed the price paid by the customer to Experience Lab BV for the services that gave rise to the claim.
8.4. If and as far as the proper execution of the agreement requires, Experience Lab BV has the right to have certain activities carried out by third parties.
8.5. With regard to the services provided by third party suppliers, Experience Lab BV does not accept any liability above or other than the liability which the third party suppliers are prepared to accept for their products or services.
8.6. The client mutually acknowledges e-mail as legal, valid means of proof.
Article 9. Liability software
9.1. Without prejudice to article 8, 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 10. Intellectual property rights
10.1. 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 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.
10.2. 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 on other sites and web applications developed by Experience Lab BV.
10.3. The Intellectual Property Rights associated with the visual design of the website / web application created by Experience Lab BV are transferred to the Client. This transfer applies 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 receives a non-exclusive license 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 obtained by Experience Lab BV 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 is subject to the conditions stipulated on the website of this online library. As a rule, this license will be non-exclusive. Experience Lab BV does not provide any guarantee with regard to these photographs and illustrations.
10.4. The Intellectual Property Rights associated with the CMS (i.e. the software necessary for managing the content of the website) belong exclusively to Experience Lab BV or a third party with whom Experience Lab BV has entered into an agreement in this regard. The customer obtains a non-exclusive, non-transferable license to use this software. The customer is forbidden 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.
10.5. The customer will at all times respect the Intellectual Property Rights of Experience Lab BV and make reasonable efforts to protect those rights. The customer will immediately inform Experience Lab BV of any infringement by third parties of the Intellectual Property Rights of Experience Lab BV of which he becomes aware.
Article 11. Hosting services & domain name
11.1. For the hosting and registration of domain names Experience Lab BV 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, Experience Lab BV will provide the customer with a copy of the current version of the SLA.
11.2. The hosting services are provided by Experience Lab BV to the customer per calendar year, subject to payment by the customer of the fee due. The current price list can be requested from Experience Lab BV and will be updated annually. If the customer wishes to cancel this service, he must do so by sending his cancellation to Experience Lab BV at least 2 weeks before the start of the annual period by email to which agreement has been obtained by means of a response from Experience Lab BV. In the event of late termination, the client will owe the compensation for the following calendar year.
11.3. Experience Lab BV is never liable for the content placed on his systems by the user.
11.4. Unless a specific additional and deviating agreement is made with Experience Lab BV regarding the provision of backups by Experience Lab BV, the user is solely responsible for taking backups of his hosting account. Experience Lab BV can in no way be held liable for this. As far as possible backups would be taken by Experience Lab BV, these are only intended for internal use.
Article 12. Delivery of source files
12.1. Source files used for the creation of the product will not be provided unless otherwise stated in the agreement. Source files can, however, always be obtained against payment.
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 receiving a notice of default by registered post, Experience Lab BV has the right to either (1) suspend the agreement until the customer has fulfilled his obligations or (2) 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 breach of contract.
13.2. Upon termination of the agreement, the customer will pay for all services provided by Experience Lab BV, as well as the costs incurred by Experience Lab BV as a result of this termination, increased by a fixed compensation of 30% of the amount that Experience Lab BV could have invoiced to the customer if the agreement had been fully executed. Any advance payment made will in any case remain vested in Experience Lab BV. Furthermore, Experience Lab BV retains the right to claim higher compensation if he proves that his actual damage 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 of personal data
15.1. Insofar as the customer processes personal data on the server of Experience Lab BV, Experience Lab BV has the capacity of processor. The customer has the capacity of controller for the processing of personal data in the sense of the Personal Data Processing Act (Wet Verwerking Persoonsgegevens). The customer declares to fully comply with the obligations resting on the responsible for the processing, included in this law.
15.2. Within the framework of the services for the customer, Experience Lab BV 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 of access and correction with regard to their data.
Article 16. Reference
The customer agrees that the products developed by Experience Lab BV for the customer are included in the reference portfolio of Experience Lab BV.
Article 17. Force majeure
17.1. Force majeure situations such as, for example, strikes, public unrest, administrative measures and other unexpected events over which Experience Lab BV has no control, release Experience Lab BV, for the duration and scope of the hindrance, from its obligations, without entitlement to any price reduction or compensation for the customer.
17.2. If in the above situation it is concluded that it is no longer reasonably possible to fulfill the obligations, the agreement will be revised or dissolved in mutual consultation. Any performances already delivered by Experience Lab BV up to the moment of force majeure will still be invoiced.
Article 18. Nullity
18.1. If any provision of these general terms and conditions is null and void, the remaining provisions will remain in full force and Experience Lab BV 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 Experience Lab BV. Any dispute relating to the conclusion, validity, execution and/or termination of this agreement will be settled by the competent court in Ghent.