GENERAL TERMS AND CONDITIONS

1. GENERAL

These General Terms and Conditions govern the deliverables and services offered by the web agency DOODLE SPRL (chaussée d’Alsemberg, 367 - 1190 Brussels – VAT BE 0818.100.275 – Brussels business register – contact__AT__doodle.be) (unless DOODLE has approved in writing different terms and conditions). They replace any other agreement, understanding or communication, written or oral regarding such subject matter and shall take precedence over the client’s own terms and conditions. In addition, the use of particular deliverables or services may be subject to Specific Terms.

The acceptance of an offer as well as the use of any deliverables or services offered by DOODLE imply full acceptance of these terms and conditions. If the client does not accept these terms and conditions, it is not granted rights to use any of DOODLE’s deliverables or services.

If one of the stipulations of these terms and conditions proves to be non-applicable or contrary to a stipulation or imperative law, this non-applicability will have no effect on the validity or the applicability of the other stipulations.

2. OFFERS AND PRICES

All offers made by DOODLE are non-committal and remain valid for no more than 30 days from the date of the offer. After this term DOODLE reserves the right to change its prices or to refuse the order. All prices are excluding VAT.

The agreement is deemed to have been concluded upon receipt by DOODLE of the client’s written acceptance of the offer, provided that this acceptance is notified within the required time limit.

Delivery times are given as indicatives only and are not binding. Except as otherwise agreed in writing, eventual delays give the client no right to cancel or terminate the agreement, or to claim damages and interests. Any modification to the initial order or additional request needs to be accepted by DOODLE and shall result in revision of the price and of the delivery times.

3. COMPLAINTS

The receipt of the deliverables or their partial use implies final acceptance of these deliverables.

Any and all complaints regarding DOODLE’s invoices must be communicated by registered letter within eight days from their receipt. Failing this, the invoices shall be considered accepted without any reservation. A complaint can under no circumstances justify suspension of payment.

4. PAYMENT

Unless otherwise agreed between the parties, a down payment of 30 % of the total price mentioned in the offer shall be made within 15 days after acceptance of the offer.

In case of cancellation of an order, DOODLE will keep the down payment paid by the client as a lump-sum compensation for damages, without prejudice to its right to invoice the specific costs which were made to realise the order.

The invoices are payable within 30 days from the billing date, unless another due date is agreed in writing, on the bank account n° IBAN : BE69 9794 3093 9578 – BIC : ARSPBE22. Any delay in payment shall without further notice incur interest at the rate of 1 % per month calculated from the due date, as well as damages equal to 15 % of the invoice amount, with for the latter a minimum of 100 euros, without prejudice to the suspension or termination of the agreement.

Bank and other charges resulting from international transfers or exchange rate fluctuationss are entirely at the client’s expense. DOODLE reserves the right to immediately increase its prices due to new taxes or an increase in existing tax rates.

5. INTELLECTUAL PROPERTY

1. DOODLE is eligible for all intellectual property rights (as owner, joint owner or licensee) applicable on all elements of a material and/or immaterial nature that are created or used for executing and delivering the order (including but not limited to the studies, reports, drafts, templates, preparatory files, source and object codes, graphics or other tools).

Under no circumstances shall the agreement be construed as an assignment, license or transfer of DOODLE’s intellectual property rights, or as a waiver of these rights, in whole or in part, unless expressly specified in this agreement.

The documents and information delivered by each party to the other shall remain strictly confidential unless otherwise agreed between the parties.

2. The client agrees that DOODLE, in its sole discretion, may use its trade names, trademarks, service marks, logos, domain names and other distinctive signs, and may list the executed work, in presentations, marketing materials, customer lists, financial reports and website listings (including links to the client’s website) for the sole purpose of advertising or publicizing the use by the client of the deliverables and services offered by DOODLE.

DOODLE hereby grants the client a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display DOODLE’s trade names, trademarks and/or logos for the sole purpose of promoting or advertising the use by the client of the deliverables and services offered by DOODLE.

6. PROTECTION OF PERSONAL DATA

DOODLE will use the client’s personal data only for the purpose of customer administration and for providing the required deliverables and services. Upon request in writing addressed to: contact_AT_doodle.be, the client may have access to its personal data and may correct or update these data.

Information with respect to credit card numbers and bank data will be used only in relation to the payment of the agreed price.

DOODLE takes appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss, destruction or damage to personal data.

7. DOMAIN NAME

If requested by the client and according to its instructions, DOODLE will register the domain name on behalf of the client with DOODLE’s partner registrar, prior to the website development, provided that this domain name is available. Unless otherwise agreed, DOODLE shall be listed as the administrative, technical and billing contact.

The domain name is registered for a renewable term of one year.

The client expressly warrants that it is entitled to use the chosen name, namely in consideration of the intellectual property rights applicable on this name.

Under no circumstances DOODLE shall be liable if the chosen domain name is not attributed, or if a third party alleges an infringement of its rights due to the registration or use of the domain name. Upon termination of the agreement and request by the client at any time, DOODLE shall assist the client in transferring the domain name, if applicable. In the event of termination of the agreement, for any reason, the client is required to pay the amount related to the domain name registration with the registration authority for a one year term.

8. HOSTING

If requested by the client, DOODLE will host the content of the website on behalf of the client, on the servers of a European hosting company and under the terms and conditions agreed with this company, namely as to the service level, which are considered as expressly accepted by the client.

DOODLE is not required to communicate to its client the FTP logins and passwords, mysql or other access data.

DOODLE will upload itself the website content on the servers.

If provided in the agreement, DOODLE will provide its client with the information needed to update the website content, through a specific administration interface (CMS tool or other).

The client expressly warrants that it is entitled to use the content published on its website and that this content is legal and does not infringe any third party’s rights.

Under no circumstances DOODLE shall be liable if a third party alleges an infringement of its rights due to the hosting of the client’s content.

Unless otherwise agreed in writing, the website is hosted for a renewable term of one year.

In the event of termination of the agreement, for any reason, the client is required to pay the amount related to the hosting for the current period.

9. HYPERLINKS

This website may provide hyperlinks to other websites. These hyperlinks are provided for information only. DOODLE has not verified the content of these websites and can never be held liable for the accessibility of these websites or the information published on them. Furthermore, the provision of links does not mean that DOODLE approves the content of these websites. DOODLE shall not be liable, directly or indirectly, for any damage or loss incurred or suffered by any client or third party in connection therewith.

10. ASSIGNMENT

The client hereby agrees that DOODLE may transfer, sub-contract or otherwise deal with any or all of its rights and/or obligations under these terms and conditions. The client may not transfer, sub-contract or otherwise deal with its rights and/or obligations under these terms and conditions without obtaining DOODLE’s prior written consent.

11. TERMINATION

Except as otherwise agreed in writing, either party may terminate the agreement in the event of a material breach of the other party, if such breach remains uncured for 30 days following written notice by registered mail by such party to the breaching party.

Furthermore, each party is entitled to terminate the agreement without notice by registered mail in the event of bankruptcy, insolvency, receivership, material adverse restructuring of debt, or failure to meet payment obligations when due.

Except as otherwise agreed in writing, each party shall return to the other the originals and all copies of the material or immaterial elements belonging to the other party immediately upon termination of the agreement.

The provisions of Sections 5, 6, 9, 12 and 13, as well as the client’s obligation to pay any balance due to DOODLE for any deliverables or services already provided in execution of the agreement, in whole or in part, shall survive the termination, cancellation or expiry of the agreement.

12. INDEMNITY - DISCLAIMER OF WARRANTIES - LIMITATION OF LIABILITY

12.1. All material or immaterial elements (such as information, data, text, software, music, sound, photographs, graphics, video, messages or any other materials whatsoever), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such content originated. This means that the client, and not DOODLE, is entirely responsible for all content that it uploads, posts, emails or otherwise transmits.

DOODLE does not control the content posted or hosted via its services and, as such, does not guarantee the accuracy, integrity or quality of such content.

12.2. DOODLE reserves the right at any time to modify or discontinue, temporarily or permanently, the access to any of the offered deliverables and services (or any part thereof) with notice to the client, or immediately in the event of technical difficulties.

DOODLE commits to supplying the client with the best service possible, but it will not be held responsible for any technical issues independent of its will, such as power cuts, line overload or equipment breakdown.

DOODLE shall not be liable to any client or other third party for any such modification, suspension, discontinuance or other technical issues, including loss or destruction of data, except as expressly provided in the agreement.

12.3. Each client shall indemnify, defend and hold harmless DOODLE and its officers, employees and agents, and any of DOODLE's commercial partners, from any and all claims or demands, including reasonable attorneys’ fees, made by any third party due to or arising out of that client's acts or omissions, including claims arising out of that client's use of the deliverables and services offered by DOODLE.

12.4. DOODLE expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of fitness for a particular purpose, of non-infringement or of compatibility with past or future versions of operating systems used by the client to access the deliverables or services offered by DOODLE.

12.5. Except for instances of wilful misrepresentation or fraud, DOODLE can never be held liable for any direct, indirect or consequential losses (including loss of earnings, savings or professional opportunities, loss of data, industrial losses, inactivity or personnel costs) claimed to be attributable to its error, to a contractual obligation or to its service liability, even if this loss is the result of a serious or repeated mistake caused by: i) the deliverable or the services offered by DOODLE including their accessibility or their technical operation; ii) the content or use of the deliverables or of the services offered by DOODLE; iii) the use of an API (Application Program Interface) or third-party products that access data via the API; iv) viruses, hacking attacks or other criminal acts, even if DOODLE or one of its suppliers has been notified of the possibility of such a loss.

12.6. Some countries or jurisdictions do no accept the exclusion or limitation of liability in the event of indirect or consequential damage, so that this limitation cannot be applied to the concerned clients.

12.7. IN NO EVENT SHALL DOODLE BE LIABLE TO COMPENSATE ANY DAMAGE EXCEEDING THE PRICE PAID TO DOODLE BY THE CLIENT FOR THE ORDER OR DELIVERY.

13. APPLICABLE LAW AND JURISDICTION

Any disputes related to or ensuing from the deliverables or services offered by DOODLE or from their use shall be governed and construed in accordance with the laws of Belgium. The courts of Brussels are exclusively competent to rule on these disputes and the proceedings will take place in French.