GENERAL TERMS AND CONDITIONS TITANS EXPERT
Titans Expert (trade name used by TiTANS for the products and services described below), part of TiTANS.
TiTANS, with registered office at Pieter Van Reysschootlaan 6, 9051 Sint-Denijs-Westrem, registered in the Trade Register of the Chamber of Commerce under number: 0874.069.275.
Article 1: Definitions
“Client”: any (legal) person who has concluded or wishes to conclude an agreement with the Contractor (Titans Expert), as well as its representative(s), authorized agent(s), legal successor(s), and heirs.
“Contractor”: Titans Expert.
Article 2: Scope
2.1 These general terms and conditions apply to all offers, quotations, appointments, agreements, deliveries, and other activities carried out by or on behalf of the Contractor.
2.2 These terms also apply to all agreements for which the Contractor engages third parties.
2.3 The applicability of the Client’s general terms and conditions is expressly rejected.
2.4 If any provision of the agreement or these general terms and conditions is null and void, this shall not affect the validity of the entire agreement. In that case, the Contractor is entitled to substitute a provision— not unreasonably onerous to the Client — that approximates the intent of the void provision as closely as possible.
Article 3: Offer
3.1 All offers by the Contractor are without obligation unless— and only insofar as— expressly stated otherwise in writing by the Contractor.
3.2 All offers are valid for 30 days unless stated otherwise. The Contractor is only bound by the quotation if it is accepted in writing by the other party within 30 days. If acceptance takes place after 30 days, the Contractor has the right to adjust the lead time or amounts. Prices in offers/quotations are exclusive of VAT unless stated otherwise. Prices used are periodically reviewed (in principle on 1 January and/or 1 July) based on wage and price developments.
3.3 All specifications provided by the Contractor in terms of quantities, capabilities, and prices have been prepared with great care. The Contractor cannot exclude deviations and therefore provides no guarantee in this respect.
Article 4: Additional work
4.1 The Contractor has the right to adjust the price for its services in the event of changes to the approved functional design, project proposal, or quotation, including with respect to the set-up, functionality, content, method, scope, analysis, and/or reporting that take place in consultation with or at the request of the Client. The Contractor is not obliged to implement any changes, additions, and/or corrections.
4.2 The Contractor has the right to charge for additional additions, tests, meetings, and/or implementations carried out at the Client’s request.
Article 5: Performance
5.1 The Contractor will execute the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship. The Contractor will endeavor to perform the work properly.
5.2 The Contractor has the right to have certain work performed by third parties.
5.3 The Client shall ensure that all information indicated by the Contractor as necessary, or that the Client should reasonably understand is necessary for the performance of the agreement, is provided to the Contractor in a timely manner. The Client warrants the accuracy and completeness of the information it provides. If the information required is not provided on time, the Contractor is entitled to suspend performance and/or charge the Client for the additional costs resulting from the delay at the Contractor’s usual rates.
5.4 The Client warrants to the Contractor that the content of the material to be made public and/or reproduced is not criminal, is not unlawful toward third parties, and is otherwise not in conflict with Belgian or other applicable laws or regulations, and does not conflict with the Belgian Advertising Code and any other applicable specific advertising standards in force from time to time. With respect to infringement of third-party intellectual property rights, the Client is only responsible for texts, images, or other data provided by or on behalf of the Client. The Contractor has the right to refuse an assignment, or to terminate the agreement, if in the Contractor’s opinion the material does not meet these requirements or there is reasonable doubt about it.
5.5 If it is agreed that the agreement will be executed in phases, the Contractor may suspend execution of components belonging to a subsequent phase until the Client has approved in writing the results of the preceding phase and paid the corresponding invoices.
Article 6: Completion
6.1 If a term is agreed within the duration of the agreement for completion of certain work, this term is indicative only and never a strict deadline, unless expressly agreed otherwise in writing.
6.2 If the Contractor expects that a term will not be met, the Contractor will inform the Client as soon as possible.
6.3 Failure to meet the term (delays) does not entitle the Client to cancel or terminate the agreement, claim a price reduction, or any damages. Conversely, if a delay occurs and the Contractor has not responded within 20 days to a registered letter from the Client demanding action, the Client may terminate the agreement for default by the Contractor. No termination fee is due; only the services delivered up to that point and accepted by the Client are payable.
Article 7: Reporting
7.1 Reporting shall take place in accordance with the project proposal, quotation, or agreement. If the research design does not specify a reporting method, reporting shall be in Dutch or English and according to professional standards. If no reporting medium has been agreed, the Contractor will determine the medium used.
Article 8: Changes
8.1 If during the execution it appears necessary to change or supplement the work for proper performance, the parties will timely and jointly adjust the agreement accordingly.
8.2 If the parties agree to change or supplement the agreement, the completion time may be affected. The Contractor will inform the Client as soon as possible.
8.3 If changes or additions have financial and/or qualitative consequences, the Contractor is entitled to charge the costs to the Client. The Contractor will inform the Client in advance.
8.4 If a fixed fee has been agreed, the Contractor will indicate to what extent the change or addition will result in exceeding that fee.
8.5 Contrary to paragraph 3, the Contractor may not charge additional costs if the change or addition results from circumstances attributable to the Contractor.
Article 9: Confidentiality
9.1 Both parties are obliged to maintain confidentiality of all confidential information, concepts, formats, or ideas obtained from each other or from another source in the context of the agreement, whether written or oral and regardless of origin. Information is considered confidential if it has been communicated as such by the other party or if it follows from the nature of the information. Concepts, formats, and ideas are at all times deemed confidential.
9.2 The Contractor reserves the right to use the Client’s name as a reference and to make it public as such.
9.3 Personal data provided to the Contractor via the Contractor’s sites will be treated confidentially. The data provided will be recorded in a file. These data will not be made available to third parties.
Article 10: Exclusivity
10.1 For the duration of the agreement and subject to its provisions, the Client grants the Contractor the exclusive right to perform the assigned work.
Article 11: Intellectual property rights
11.1 Copyright and other IP rights to all matters relating to the services provided by the Contractor and to all items developed and/or made available by the Contractor under the agreement rest with the Contractor. The Client acknowledges these rights and will refrain from any infringement.
11.2 All materials provided by the Contractor— such as (digital) reports, concepts, monitors, checklists, advice, formats, sales guides, designs, sketches, software, applications, landing/intro pages, etc.— are intended solely for use by the Client. The Client may not publish and/or reproduce information obtained from the Contractor in any form, including selling, editing, making available, distributing, and integrating (whether or not after modification) into networks, unless such publication and/or reproduction is permitted in writing by the Contractor and/or follows from the nature or purpose of the agreement.
11.3 All materials delivered by the Contractor for performance of the assignment, such as documents, reports, and optimized pages, remain the property of the Contractor. After expiration or termination of the contract, the Contractor may request the Client to remove documents, reports, delivered optimized pages, and advice from its website or return them.
11.4 The Contractor retains the right to use knowledge gained during the performance of the work for other purposes, insofar as no confidential information of the Client is disclosed to third parties.
11.5 The Client indemnifies the Contractor against all third-party claims relating to IP rights concerning the publication and/or reproduction of texts, images, or other data provided by or on behalf of the Client. Between the parties it shall be presumed that digital images from third-party networks do not belong to the Client, unless the Client proves otherwise.
Article 12: Term and termination
12.1 An agreement is entered into for an indefinite period unless the parties expressly agree otherwise in writing.
12.2 A fixed-term agreement cannot be terminated early.
12.3 The Contractor is also entitled to terminate the agreement with immediate effect if:
A) the Client is declared bankrupt or is granted suspension of payments;
B) the Client is in default in fulfilling its obligations under the agreement.
12.4 If, after an agreement has been concluded, the Client wishes to cancel it for any reason other than force majeure, and the Contractor agrees to such cancellation, 25% of the order price (excl. VAT) will be charged as cancellation costs, without prejudice to our right to full proven compensation.
Article 13: Fees
13.1 All prices and cost estimates are exclusive of VAT unless stated otherwise.
13.2 If no fixed fee is agreed, the fee will be based on actual hours spent, calculated at the Contractor’s usual hourly rates applicable during performance, unless a different rate has been agreed.
13.3 For assignments lasting more than three months, the work performed or services provided will be invoiced monthly.
13.4 Prices are based on factors applicable at the time of the offer or conclusion of the agreement/quotation, including wages, social and tax charges, levies, insurance premiums, etc. If changes in these or other price-determining factors occur after the offer or conclusion of the agreement and before completion of the services/delivery, the Contractor has the right to adjust prices and invoice the Client, provided at least three months have passed since the effective date. If the increase exceeds 10% of the original price, the customer may cancel the purchase.
Article 14: Payment
14.1 Payment must be made within 14 days from invoice date, to an account indicated by the Contractor, in the invoiced currency, without any discount or withholding. The Client is not entitled to set-off or suspension.
14.2 Domain agreements are invoiced annually in advance.
14.3 Maintenance contracts are invoiced monthly.
14.4 In the sale of goods, invoices are payable in cash and without discount unless otherwise agreed in writing at the time of order.
14.5 In the event of liquidation, bankruptcy, or suspension of payments, the Contractor’s claims and the Client’s obligations to the Contractor become immediately due and payable.
14.6 If no written protest is lodged within 8 days of the invoice date, the amount specified on the invoice will be deemed approved by the Client.
14.7 If the Client fails to fulfill one or more obligations, all reasonable costs of collection, judicial or extrajudicial, shall be borne by the Client. The Contractor is entitled to charge extrajudicial collection costs with a minimum of €250 excl. VAT, without prejudice to its right to recover full collection costs.
14.8 If the Client is in default of one or more financial obligations and payments remain outstanding after reminders and notices from the Contractor and e.g. a bailiff’s office or collection agency, the Contractor is entitled to temporarily or permanently disable services and remove the source code of an application, e.g. a website, until all outstanding invoices are paid. Warranty obligations are also suspended.
14.9 Contrary to Article 1583 of the Civil Code, it is expressly stipulated that the goods sold remain the property of the Contractor until full payment. Until then, the Contractor reserves the right to reclaim the goods at the Client’s expense.
Article 15: Liability
15.1 The Contractor is never liable for damage suffered by the Client arising from:
a) errors in advice, materials, and/or computerized files provided by the Client;
b) the unavailability and/or untimely availability on the Client’s side of data, reports, content sources, photos, or (deep) links at the moment of (go-live) launch;
c) photos, texts, images, or other data provided by or on behalf of the Client, and/or the Client’s unlawful use thereof;
d) content of advertisements or publications by other clients, authors, or third parties in the same or another edition, section, and/or elsewhere in the electronic service that might undermine the Client’s intended purpose;
e) failures in the electronic services of the Contractor and third parties, such as providers, network operators, or other telecom networks, and non-performance by the Contractor’s suppliers;
f) a defective and/or slow and/or non-functioning and/or technically faulty internet connection of the Client;
g) the Client’s breach of obligations, guarantees, or representations stated in the agreement or these terms.
15.2 If— subject to the foregoing— the Contractor is liable for damage suffered by the Client, such liability is in all cases limited to the invoice value of that specific part of the agreement to which the liability relates. Liability for any form of consequential damage, including lost profits, downtime, reputational damage, or business damage, is expressly excluded.
15.3 Any complaint regarding the performance or omission of any assignment must be submitted by the Client to the Contractor in writing, clearly specified, within 8 days after it arises or becomes known. Claims or damage not reported within this period will no longer be considered for handling or compensation. In any case, all legal actions of the Client against the Contractor expire one year from the day the relevant obligation became due or the damage-causing event occurred.
Any complaint regarding delivered goods must be immediately noted during inspection pursuant to Article 20.1 on the delivery note. Failing this— on penalty of forfeiture— the defect must be mentioned on the delivery note. Resale of the goods by the Client cancels any liability of the Contractor regarding these visible defects and/or damage.
15.4 The Client indemnifies the Contractor against third-party liability for any damage whatsoever arising from the Client’s breach of the obligations, guarantees, or representations stated in the agreement and these terms, including but not limited to Articles 5.4 and 11.5, and shall fully indemnify the Contractor, including full legal costs.
15.5 Advice provided by the Contractor is given to the best of its knowledge. The Contractor accepts no liability for such advice. Advice never relieves the Client of the obligation to conduct its own investigation into the suitability of the items/services for the intended purpose.
15.6 If the Client or a third party makes changes to software developed by the Contractor or to hardware supplied, the Contractor excludes all liability for operation and any (consequential) damage.
15.7 The Contractor can never be held responsible for the content of any file placed on the Internet by the Client or third parties. Nor can the Contractor be held responsible for consequences arising from viewing or executing a file by the Client. The Contractor expressly reserves the right to remove offensive, discriminatory, or objectionable texts from the Internet and, where appropriate, to report them to the relevant authorities. In case of repeated violations, the Contractor reserves the right to disconnect the Client from the Internet.
Article 16: Force majeure
16.1 The Contractor and the Client are not liable in the event of force majeure. In these terms, “force majeure” includes, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, beyond the control of the Contractor or Client, preventing them from fulfilling obligations. Force majeure includes, in any event: strike, fire, operational and technical failures at the office or at external parties engaged by the Contractor or Client, in our assessment lack of sufficient data from or provision of incorrect data, or lack of sufficient cooperation by the Client or the Contractor.
16.2 In the event of force majeure, the Contractor or Client is entitled to consider the agreement (in whole or in part) dissolved or to cancel the (placement) order without being liable for any compensation. In such case, the Contractor or Client shall immediately notify the other party.
16.3 If, upon the occurrence of force majeure, the Contractor can partially fulfill its obligations, it is entitled— by mutual agreement— to invoice the executed/executable part separately, and the Client is obliged to pay this as if it were a separate agreement.
Article 17: Transfer, changes, and additions to the agreement
17.1 Neither party may transfer the rights and obligations under the agreement without the written consent of the other party. Amendments and additions are only valid if agreed in writing between the parties.
Article 18: Domain names
18.1 If desired, the Contractor can apply for a domain name for the Client with the Foundation for Internet Domain Names (SIDN), provided it is still available and the Client meets the conditions for the application.
18.2 Fees charged by the domain registry (SIDN) and any intermediary provider must be paid by the Client directly to the Contractor unless agreed otherwise.
18.3 Registration of a domain name by the Contractor on behalf of the Client will in all cases be in the Client’s name. Even after termination of the agreement between the Contractor and the Client, the domain name remains the property of the Client. However, the Client must arrange the transfer of a domain name to another provider itself.
18.4 The Contractor is not liable if a domain name requested for the user infringes third-party rights.
18.5 The Contractor is not liable for a non-functioning domain name due to default by the user or by the domain registry.
18.6 The Client is responsible, if deemed necessary, for the timely cancellation of a domain name registration. Such cancellation must be submitted in writing to the Contractor three (3) months before a new domain registration period (12 months). Otherwise, a new 12-month registration period will commence.
Article 19: (Shared) Web hosting
19.1 Unless a data backup agreement has been concluded with the Contractor, the Client must ensure adequate security of its data and software, including by making sufficient backups. If no backup agreement exists, the Contractor is in no way liable for data loss or software damage arising for any reason (including viruses and induction damage).
19.2 The Contractor is never liable for the temporary outage of the (shared) web hosting server on which the Client’s website and/or applications are hosted.
19.3 The Client shall refrain from hindering other customers or internet users and from causing damage to the system. The Client is prohibited from starting processes or programs— whether or not via the system— that the Client knows or can reasonably suspect will hinder or harm the Contractor, other customers, or internet users. This expressly includes indirect damage due to misconfiguration on the customer side, e.g., but not limited to, “open relaying” via a misconfigured mail server. The Client may only start processes or programs if a direct, Contractor-approved connection to the system exists.
19.4 The Client may not use the system and storage space for acts and/or conduct that conflict with applicable legal provisions, netiquette, the guidelines of the Advertising Code Committee, the agreement, or these terms. This includes, but is not limited to:
– spamming: sending large amounts of unsolicited email with the same content and/or posting a message with the same content to large numbers of newsgroups. This also includes spam sent via any other provider that references a website, email address, or other service at the Contractor;
– infringing copyrighted works or otherwise violating third-party IP rights;
– publishing or distributing child pornography;
– sexual harassment or otherwise harassing persons;
– hacking: accessing other computers or systems on the internet without permission.
19.5 The Client is bound to the amount of storage space described in the agreement and is responsible for not exceeding it. In case of exceedance, the Contractor is authorized, for the proper functioning of its services, to delete information.
19.6 The Client hereby authorizes the Contractor to include the Client’s personal data in the Contractor’s personal data registry required for administration and management tasks. This registry contains account and traffic data, is accessible only to the Contractor, and is not provided to third parties unless required by law or court order.
Article 20: Goods
20.1 Goods are delivered ex-office by the Contractor. These goods are checked on-site for correctness, completeness, and consistency via the attached delivery note. This always takes place in the presence of a representative of both the Contractor and the Client. The original delivery note remains with the Contractor; a copy is intended for the Client.
20.2 Foreign client acceptance. Every foreign Client shall provide its VAT number in advance so it can be verified by the VAT administration. For goods transported across the Belgian border, Article 18 of the Belgian VAT Act applies; export must be proven. If goods intended for export are sold in Belgium, the Client is solely responsible toward the VAT administration and shall fully indemnify the Contractor if the latter is addressed by the VAT administration.
Goods intended for export, even if shipped carriage paid, are transported at the Client’s account and risk, regardless of who supervises the transport or ordered it. For any order delivered through the Contractor’s mediation, the Client accepts the courier service chosen by the Contractor; this does not imply any transfer of risk. In this case, the Client must pay a fixed contribution to transport costs for deliveries. The applicable rates will be communicated by the Contractor upon first request. Urgent orders are entirely at the Client’s expense.
Article 21: Competent court and applicable law
21.1 All agreements between the parties and obligations arising therefrom or related thereto are governed by Belgian law.
21.2 All disputes arising from or related to the agreements and obligations referred to in the previous paragraph shall, in first instance, be brought exclusively before the Court of Ghent.
Article 22: Development of software and applications
22.1 If, at the time of entering into the agreement, no specifications or design of the software and applications to be developed have been provided to the Contractor, the parties will specify in writing, in consultation, which software will be developed and how. The Contractor will carry out the development with due care on the basis of the data to be provided by the Client, for the accuracy, completeness, and consistency of which the Client is responsible. If the parties have agreed on a development method characterized by the design and/or development of components subject to a further prioritization to be determined during performance, such prioritization will always be established in consultation between the parties.
22.2 The Contractor is entitled, but not obliged, to examine the accuracy, completeness, or consistency of the data, specifications, or designs made available and, upon discovering any defects, to suspend the agreed work until the Client has remedied the defects.
22.3 The Client has only the right to use the software within its own company or organization. Only if and insofar as expressly agreed in writing may the source code of the software and the technical documentation created during development be made available to the Client, in which case the Client will be entitled to make changes to the software. If the Contractor is legally compelled to make the source code and/or technical documentation available to the Client, the Contractor may demand reasonable compensation.
22.4 The right to use applications and software is non-transferable. The Client is not permitted to sell, rent, sublicense, alienate, or grant limited rights to the software and the media on which it is recorded, or to make it available to any third party for any purpose, to grant a third party access (remote or otherwise) to the software, or to host the software with a third party, even if such third party uses the software solely for the Client’s benefit. The Client shall not modify the software other than for error correction. The Client shall not use the software for processing data on behalf of third parties (“time-sharing”). The source code of the software and the technical documentation produced during development are not made available to the Client, even if the Client is willing to pay a fee. The Client acknowledges that the source code is confidential and contains the supplier’s trade secrets.
Article 23: Restrictions and unlawful use of websites
23.1 The Client reserves the right to temporarily or permanently block websites delivered by the Contractor if the Contractor decides that the website is being used improperly or unlawfully. The Contractor attaches great importance to, and pursues, the so-called “Acceptable Use Policies” established for Usenet and the Internet in general.
23.2 The Client is not liable for the security of stored data.
Article 24: Warranty
24.1 At the time of delivery of goods, the warranty is strictly limited to repair or replacement of parts declared defective.
24.2 The warranty provided by the Contractor is strictly limited to the warranty conditions of the external parties engaged by the Contractor, which the Client acknowledges having read. The normal warranty period for manufacturing defects, malfunction, or faulty materials is twelve months after delivery. Repair or replacement does not extend the warranty period.
24.3 In the event a defect is found, the Client shall return the goods in their original packaging, or at least suitable shock-proof packaging.
24.4 The warranty in no case applies to (breakage) damage, accidents, etc., resulting from excessive or abnormal use, negligence, improper maintenance, oversight, or lack of professionalism by those using the equipment.
24.5 The warranty lapses when the goods are entrusted to third parties during the warranty period for inspection or repair.
24.6 The Contractor disclaims any responsibility for and any damage resulting from errors in third-party standard software (e.g., Microsoft). The costs associated with repair or replacement will be charged by the Contractor.
24.7 The warranty lapses if the Client modifies the supplied items (e.g., hardware, software, configuration, etc.), even slightly, without the Contractor’s express written consent.
24.8 The warranty provisions apply only if the Client has fulfilled its payment obligations.
24.9 If the Contractor finds no defects, the cost of testing is always borne by the Client, even if such tests are carried out during the normal warranty period. Invoicing will then be in accordance with the applicable rates at that time.
24.10 The Client must itself copy and retain the most important information that a component submitted for repair may contain, as such information may be lost during repair. Under no circumstances can the Contractor be held responsible for any loss of such data, unless the Contractor provides backup services for that component.
Article 25: Responsibility for local legislation
25.1 Client’s Responsibility for Legal Compliance
The Client is solely responsible for determining whether the Services, the Client Data, and the Client’s use of the Services comply with all applicable laws, regulations, and governmental requirements in any jurisdiction outside Belgium where the Services are accessed or used (“Local Laws”). The Contractor does not warrant that the Services comply with Local Laws for the Client’s specific purpose.
25.2 No Legal Advice
The Contractor is not a law firm and does not provide legal advice. All information from the Contractor regarding regulations is intended as general information only; the Client should obtain its own legal advice regarding Local Laws.
25.3 Optional Regulatory Assessment (Case-by-Case)
At the Client’s written request, the Contractor may perform a scoped regulatory assessment regarding Local Laws (e.g., feasibility, gap analysis, recommended measures) under a separate statement of work (“SOW”). Each assessment requires (a) a mutually agreed scope, (b) a pre-set budget and billing model (unless otherwise agreed on a time-and-materials basis), and (c) access to necessary materials and Client stakeholders. The Contractor may engage reputable local advisors/consultants; all third-party costs and reasonable expenses are passed through at cost after prior written approval by the Client.
25.4 Fees and Budget Approval
The Client will approve a budget per case before work starts. If extra effort is required, the Contractor will seek written approval for a revised budget. The Contractor is not obliged to start or continue an assessment without such approval.
25.5 Client Representations and Cooperation
The Client represents that it will configure and use the Services in accordance with Local Laws and applicable documentation; will not process prohibited data via the Services; and will provide accurate information and timely cooperation necessary for any assessment.
25.6 Data Location and Transfer
The Client is responsible for specifying any data residency or localization requirements and ensuring that chosen regions, integrations, and data flows meet such requirements. If the Client requires data to remain in a particular location, the Client must select and maintain that configuration and notify the Contractor in writing.
25.7 Changes in Law
If a change in Local Laws (or official guidance) makes provision of the Services or a Client use case illegal or commercially impracticable, the parties will discuss in good faith what adjustments are needed for compliance. If no feasible adjustment is possible, the Contractor may suspend the affected part of the Services upon notice without liability; fees for the suspended part will be fairly adjusted.
25.8 Suspension for Illegality or Risk
The Contractor may suspend the Services (or an affected functionality/use case) upon notice if the Contractor reasonably believes the Client’s use violates Local Laws or presents a material legal or regulatory risk. Any suspension will be limited to what is reasonably necessary.
25.9 Indemnification
The Client will defend and indemnify the Contractor against third-party claims, fines, or penalties to the extent arising from the Client’s non-compliance with Local Laws or from the Client’s configuration or use of the Services.
Article 26: Dispute resolution and applicable law
26.1 The agreement is governed exclusively by Belgian law.
26.2 In case of legal proceedings, both parties shall bring the case before the competent court within the Ghent region.
25.3 If, by judicial decision, one or more articles of these terms are declared invalid, the remaining provisions shall remain in full force, and the Contractor and Client shall consult to agree on new provisions to replace the nullified or annulled provisions, observing as much as possible the purpose and intent of the nullified or annulled provisions.