1. Quotation and acceptance
1.1. FeelsDesign prepares an offer in which FeelsDesign indicates what work (“the Services”) FeelsDesign offers to perform, what is included in the Services and what amount will be due for them. Only the description of the Services indicated in the offer is binding.
1.2. In general, the Services include the design of websites, corporate identities, layouts, texts, designs, photographs, films, sound recordings, images logos and everything related to the graphic development thereof. Other work is performed only if stated in the quotation.
1.3. An offer is completely non-binding and valid until 30 days after sending, unless otherwise indicated in the offer. FeelsDesign can never be obliged to accept an acceptance after this period, but if FeelsDesign does so, the offer is still accepted.
1.4. The agreement is concluded at the moment the communication containing the acceptance of the offer by the Client is received by FeelsDesign. The offer must be signed by Client and returned in writing or by e-mail.
1.5. If the Client does not explicitly indicate its acceptance of the offer, but nevertheless agrees, or gives that impression, that FeelsDesign performs work that falls within the description of the Services, then the offer is considered to be accepted. This also applies when the Client requests FeelsDesign to perform certain work without waiting for a formal quotation.
1.6. Changing the Services is only possible with the agreement of both parties, except as otherwise provided elsewhere in these conditions.FeelsDesign will perform requested additional work at the usual hourly rate. Any additional work will be indicated in advance.
2. Performance of Services.
2.1. After the Agreement has been concluded, the Services shall be performed by FeelsDesign as soon as possible in accordance with the offer, taking into
taking into account the reasonable wishes of the Client.
2.2. Client is obliged to do everything that is reasonably desirable and necessary to enable a proper and timely performance of the Services. In particular, the Client shall ensure that all data, which FeelsDesign indicates are necessary or which the Client should reasonably understand are necessary for the performance of the Services. In cases where the Client fails to deliver requested material in a reasonable time, by experience of FeelsDesign this period is fixed at 2 months since the initial contact, FeelsDesign reserves the right to stop the project at any time. Any payments/advance payments made are considered payment for the work delivered. The Client will receive the project in the state it is in at the time of the cessation of cooperation.
3.1. In the case of works to be printed, evaluation shall take place on the basis of the digitally supplied design or any typesetting, printing, or other proof as supplied by FeelsDesign. Rejection of the final printed works is only permitted if it concerns gross deviations from the proofs which should not occur in a normal printing process.
3.2. Deviations resulting from color settings of monitors can never lead to rejection of the work delivered.
4.1. Unless otherwise agreed, FeelsDesign is not a party to the provision of services such as hosting that Client enters into for the purpose of making Works available or of other agreed Services, even if these Services refer to hosting or other provision where such services are relevant.
5.1 Any coaching, advice, audits, brainstorming sessions, … offered by FeelsDesign are performed orally unless expressly stated otherwise on the offer. These services can be provided in writing to the Client at an additional cost.
6. Domain Name
6.1. Unless otherwise agreed, FeelsDesign is not a party to the provision of services such as domain names that the Client concludes for the purpose of provision of Works or of other agreed Services, even if these Services refer to domain names or other provision where such services are relevant.
7. Developing Works
7.1. With respect to the development, configuration and/or adaptation of Works such as websites, applications, layout, data files, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos or house styles (hereinafter referred to as “Works”), the provisions of this article shall apply.
7.2. FeelsDesign gives no guarantees regarding the functioning when using non-current or outdated operating systems, browsers, plugins, scripts, other software, and hardware unless and insofar as stated otherwise in the offer.
7.3. FeelsDesign is entitled, but never obliged, to examine the correctness, completeness or consistency of the source materials, requirements or specifications made available to it and, if any imperfections are found, to suspend the agreed work until such time as the Client has removed the imperfections in question.
7.4. If a Service requires the Client to provide source materials to FeelsDesign, the Client guarantees at all times that it has all the licenses necessary for the provision to and intended use by FeelsDesign. The Client shall indemnify FeelsDesign against claims of third parties with respect to infringement of these rights.
7.5. Client shall indemnify FeelsDesign against claims of third parties concerning installation and licenses of the software, except insofar as the claims are the result of information or licenses supplied by FeelsDesign.
7.6. FeelsDesign shall retain source files of the Works for as long as FeelsDesign performs Services for the Client, or it is likely that FeelsDesign will perform Services for the Client. FeelsDesign shall be entitled to remove the source files after this period. If Client does not issue follow-up orders with respect to these Works until after this period, FeelsDesign shall be entitled to charge costs for the redevelopment, restoration or retrieval of these source files.
8. Completion and Acceptance.
8.1. FeelsDesign shall deliver Work to be developed or adapted or portions thereof when, in its professional opinion, it meets the specifications or is suitable for use.
8.2. The Client must then evaluate and approve or disapprove the Delivered Work within 5 working days of delivery. If the Client does not reject the deliverable within this period, the deliverable shall be deemed to have been accepted.
8.3. If a Work is delivered in stages, the Client must give its approval or disapproval of the part of the Work of that stage upon completion of each stage in the manner provided for in the preceding paragraph. Client may not base an approval or disapproval in a later stage on aspects approved in an earlier stage.
8.4. If the Client rejects the deliverable in whole or in part, FeelsDesign shall make every effort to remove the reason for rejection as quickly as possible. This can be done by FeelsDesign by revising the result or giving reasons why the reason is not valid. Client then has a period of 5 days to approve or reject the revision or motivation.
8.5. If, after the revision or motivation, the Client continues to reject the delivered work in whole or in part, FeelsDesign is entitled to charge additional costs for all subsequent revisions. FeelsDesign will indicate with a revision whether additional costs will be due for subsequent revisions.
8.6. If a party indicates that it considers further revisions not (or no longer) useful, both parties shall be entitled to terminate the agreement as far as the rejected. In that case, Client shall reimburse the hours actually spent by FeelsDesign, with a maximum of the amount quoted for the rejected work. However, Client will thereby not be entitled to use the rejected work in any way whatsoever. FeelsDesign can only cancel after having indicated in the case of a revision or motivation that it is the last one and Client also rejects it in full or in part.
8.7. After acceptance of the work delivered, any liability for defects in the work delivered lapses unless FeelsDesign knew or should have known of the defect at the time of acceptance. In any case, any liability for defects in a Work lapses after the lapse of one year after termination of the Agreement for whatever reason.
9. Intellectual property rights.
9.1. Client is entitled to make changes to Works it receives.
9.2. The Works developed by FeelsDesign shall remain the property of FeelsDesign. Client is granted a non-exclusive right of use.
9.3. Customer is not permitted to remove or alter any indication concerning copyrights, trademarks, trade names or other intellectual property rights from the materials, including indications concerning the confidential nature and secrecy of the materials.
10.2. If FeelsDesign has to carry out more work than FeelsDesign should have foreseen at the time of the offer, or has to work under more difficult circumstances than it was or should have been aware of at the time of entering into the agreement, FeelsDesign shall be entitled to charge the Client for the additional costs arising therefrom.
10.3. A condition for the right under the preceding paragraph is that FeelsDesign has timely informed the Client of the circumstances and extra costs referred to therein. If Client does not agree with the additional costs involved, he has the right to cancel the part of the additional work not yet carried out, however, without the right to a refund or remission of the costs of additional work already carried out.
11. Prices and payment
11.1. All prices are in Euros, unless otherwise agreed with Client. The invoice is payable annually in advance. Client shall pay the full amount before the start of the work.
11.2. If the Client purchases a set number of hours, the full amount must be paid in advance before the work commences.
11.3. FeelsDesign will send an invoice for the amounts due by Client by post to Client.
11.4. The payment term of invoices is 14 days after the date of the invoice, unless a longer payment term is indicated on the invoice. If Client fails to pay on time, he shall be in default by operation of law from 14 days after the date of the invoice without notice of default being required. If an amount due is not paid within the payment term, statutory interest shall be payable on the outstanding invoice amount.
11.5. If the Client believes that (part of) an invoice is incorrect, it must report this to FeelsDesign within the payment term. The payment obligation of the disputed (but not the remainder) will be suspended until FeelsDesign has investigated the report. If after examination by FeelsDesign it appears that the dispute was unjustified, the Client must still pay the disputed amount within seven days.
11.6. If payment is not made on time, in addition to the amount due and the interest accrued thereon, the Client is obliged to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies.
11.7. The claim for payment is immediately due and payable in the event that Client is declared bankrupt, applies for a suspension of payments or a general attachment is levied on Client’s assets, Client dies and also if Client goes into liquidation or is dissolved.
11.8. Once per calendar year FeelsDesign is entitled to adjust the rates charged, whereby an increase may never exceed 5%. FeelsDesign will inform Client of changes in rates at least 2 (two) months in advance. In the event of a price increase, Client is entitled to terminate the agreement, subject to a notice period of 1 (one) month.
11.9. All prices invoiced by FeelsDesign are exclusive of taxes (VAT) and other government imposed levies.
11.10. Client is obliged to pay the amounts arising from the agreement to FeelsDesign. If the Client consists of several natural and/or legal persons, each of these persons are jointly and severally liable to meet the payment obligations.
11.11. If proof is to be provided regarding the performances performed and the amounts owed by the Client for them, all relevant documents and data from the systems and administration of FeelsDesign shall, without prejudice to the right of the Client to provide evidence to the contrary, constitute full proof.
12.1. The parties shall keep confidential any information that they provide to each other before, during or after the execution of the agreement if such information is marked as confidential or if the receiving party knows or should know that the information was intended to be confidential. The parties shall also impose this obligation on their employees as well as third parties engaged by them for the execution of the agreement.
12.2. FeelsDesign may use the knowledge gained in the execution of the agreement for other assignments, as long as no information of the Client becomes available to third parties in violation of confidentiality obligations.
12.3. The obligations under this article shall continue to exist even after termination of the agreement for whatever reason, and for as long as the party providing the information can reasonably claim that the information is confidential.
13.1. FeelsDesign shall only be liable to Client in the event of an attributable failure in the fulfillment of the agreement and only for substitute compensation, i.e. reimbursement of the value of the omitted performance.
13.2. Any liability of FeelsDesign for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect damage or consequential damage, damage due to loss of turnover or profit, damage due to loss of data as well as damage due to exceeding deadlines as a result of changed circumstances.
13.3. The maximum amount that can be paid in the event of liability under the previous articles is that invoiced for the twelve months preceding the month in which the harmful event occurred, with a maximum of €5,000 (excluding VAT). This maximum amount expires if and insofar as the damage is the result of intent or gross negligence on the part of FeelsDesign.
13.4. The liability of FeelsDesign on account of attributable failure in the performance of the agreement shall only arise if the Client immediately and properly puts FeelsDesign in default in writing, whereby a reasonable period is given to remove the failure, and FeelsDesign continues to fail imputably in the performance of its obligations even after that period. The notice of default must contain as detailed a description as possible of the shortcoming so that FeelsDesign is able to respond adequately. No objection can be made by the Client by such changes.
14. Final Provisions
14.1. This Agreement shall be governed by Belgian law. Insofar as rules of mandatory law do not prescribe otherwise, all disputes that may arise in connection with this agreement shall be submitted to the competent Belgian court for the district in which FeelsDesign is established.
14.2. If any provision of this agreement proves to be void, this does not affect the validity of the entire agreement. The parties will in that case replace (a) new provision(s), which as much as legally possible the intention of the original agreement and these terms and conditions is given shape.
14.3. In these terms and conditions, “in writing” includes e-mail and communication by fax, provided that the identity of the sender and the integrity of the content have been sufficiently established. The parties shall endeavor to confirm the receipt and content of communications by e-mail.
14.4. The version of any communication received or stored by FeelsDesign shall be deemed authentic, subject to evidence to the contrary to be provided by the Client.
14.5. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. Notwithstanding this, FeelsDesign is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.