General terms and conditions
Last updated on 13 January 2020.
1. Welcome
We are Conversal, a private limited liability company, established at 9320 Erembodegem (Belgium), Burgemeester De Cocklaan 10 bus 11, with company number 0848.529.769.
These general terms and conditions describe the rules of engagement on the basis of which we (as a service provider) will provide services to you (as a customer). They apply to all our offers, agreements, services and products, and contain important information about your rights and obligations.
These general terms and conditions are also applicable to any intellectual property rights that are being commercialized by Conversal, including all affiliated entities, products, brands and trade names under control of Conversal.
You accept these general terms and conditions by placing an order with us, approving an offer, or signing an agreement with us.
In our Privacy Policy, we explain what personal information we collect as a ‘data controller’ and how we use and share it to improve our services.
2. Our Collaboration
2.1. The tariffs
In principle, our services are provided at a fixed hourly rate of 79.00 EUR, excluding VAT. External costs will be charged to you at cost.
At the start of each new calendar year an indexation or price adjustment of these rates is possible, of which you will be informed in due time.
2.2 The quotation
If you are interested in our services, we will be happy to provide you with a free quotation with an overview of your wishes, our rates, and a cost estimation. This quotation will be valid for one month.
As soon as you approve our offer without further comments, all parties involved are bound by the conditions stated in the offer. We will then get to work within the framework of the terms stipulated in this agreement.
After accepting the offer, you can still cancel the order within one week, subject to payment of a fixed compensation for an amount equal to 25% of the total cost price stated in the offer.
If an advance payment has been determined, we will only start our services after receipt of this advance payment.
2.3 Our service execution
We will make the necessary efforts in a professional manner in order to match our services as closely as possible to your wishes. To this end, we can also collaborate with other service providers.
When designing a new website, we will submit one or more basic design(s) to you for approval. Upon receipt of your comments on the basic design (provided that you submit them within a reasonable period of time), we will complete the website based on your feedback, if any.
We will ensure that your website is correctly displayed in the latest stable version of the web browsers most commonly used at that time, for a period of 3 months after final delivery.
2.4 Your obligations
Sometimes we need to have additional information before we can perform our obligations, such as general data, text or images.
If you do not provide the necessary information on time, we may suspend the contract. Any costs resulting from these delays will be charged at our usual rates.
If you repeatedly fail to cooperate, systematically cause delays, or fail to meet your obligations, we have the right to unilaterally terminate our agreement, terminate our performance, and/or send a final invoice before all services have been performed.
We may terminate our agreement with immediate effect if you are in a state of bankruptcy, insolvency, have applied for a temporary deferral of payment, or have lost the free control over your assets.
It is important to keep us informed of any changes to data or contact information. If you fail to do so, we cannot be held liable for any damages.
2.5 Non-recruitment
During the term of our partnership and for a period of six (6) months following its termination, you will not, directly or indirectly (including your affiliated entities), contact, directly or indirectly, any of our employees, associates, representatives or subcontractors, regardless of their legal status, with a view to their recruitment, employment, or collaboration in any form.
In the event of a breach of this non-solicitation clause, you will be liable to pay a lump-sum compensation equal to the total gross compensation owed by us to the person recruited for his or her services during a period of six (6) months prior to the recruitment, without prejudice to our right to claim higher damages if the actual damage suffered exceeds the aforementioned amount.
3. The result
3.1. The deadlines
Although execution times are only indicative and not binding, we will of course make every effort to provide our services within a reasonable period of time. However, an extension of a predetermined delivery period cannot give rise to a right to cancel the order or to any form of compensation.
We are available for support on working days between 8.30 a.m. and 5 p.m. We strive to process all reports within a reasonable period of time.
3.2. The delivery
The website will only be placed online after your approval. After publication on the internet there will be a guarantee period of 6 months for the elimination of any bugs, after which the delivery of the website is considered final. Additional adjustments will always be invoiced at our fixed hourly rate.
Technical problems cannot give rise to any form of compensation. You will be responsible for the installation of the necessary mechanisms for security, storage and repair of data.
For promotional purposes, we have the right to refer to the delivered end products as a reference for attracting new customers, including the mention of your company and logo in our (online and offline) portfolios.
3.3 The invoicing
Periodically and in accordance with our agreements, we will send you an invoice for the services provided. These are payable within 21 days, or can be protested within 8 days of receipt.
If you do not pay an invoice on time, default interest will be due by operation of law and without notice of default on the invoiced amount, according to the legal interest rate for late payment in commercial transactions. In addition, a fixed administrative fee of 10% of the amount due will be charged for late payment, with a minimum of EUR 200.00.
In the event of late payment, we shall be entitled to suspend work or services still in progress until the amounts due have been paid in full.
If our invoice (plus any interest and negligence costs) has not been paid one week after a notice of default has been sent, we have the right to deactivate the products offered by us (including but not limited to the website, domain name, and e-mail server) until payment of the outstanding amount.
4. Liability
4.1. Force majeure
We do not accept any liability in the event that we are unable to fulfil our obligations due to force majeure or a foreign cause. If the force majeure is only of a temporary nature, we will still try to fulfil all obligations from the moment that this is reasonably possible again.
If a continuation is no longer reasonably possible, the agreement will be revised or dissolved in mutual consultation. Already delivered performances will still be invoiced.
4.2. Relations with third parties
Insofar as we are dependent on the cooperation, services and deliveries of third parties, we can in no way be held liable for damage arising from these relationships or the termination thereof.
4.3. Shortcomings
We strive for the best possible availability (uptime) of our own services and optimal integration with external services, but cannot guarantee this.
If a serious shortcoming in the performance of our contract is attributable to us, you may give us written notice of default, allowing us a reasonable period of time to still fulfil our obligations. We can only be held liable for substitutionary damages that cannot exceed the invoice amount. We are not responsible for any shortcoming on the part of a representative or third party.
Any liability for any other form of damage is excluded, including any compensation for indirect damages, consequential damages or damages due to loss of turnover or profit.
You will indemnify us in full against any claim (principal sum, interest and costs) in connection with matters for which you yourself are responsible.
4.4. Use of the website
You are solely responsible for the content of the material you provide and which is posted on the website. We cannot be held liable for incorrect or incomplete information provided by you or posted by you independently on the website.
You are responsible for obtaining all necessary consents and permissions to post material on your website, including links to external websites. We do not accept any liability in connection with the content, data dissemination or publications on your website. Any copyrights, fees, expenses or penalties in connection therewith are your sole responsibility.
Information that you transmit over the internet or place on your website may be intercepted and stored by third parties. We are not liable for any damages caused by the transmission of any confidential or secret information.
Even if you are not the user, you remain liable for the lawful and reasonable use of the services and goods provided. In the event of a serious suspicion of abuse, excessive use (fair use), or illegal activities, we have the right to temporarily or permanently deny access to these services or goods, without you being entitled to any compensation for any damages. You will indemnify us in full for any damages we may suffer as a result thereof.
5. Intellectual property
We invest a lot of time, energy and resources in creating a unique website tailored to your needs. All the materials we provide in this context may therefore only be processed or incorporated into websites other than those for which they were created with our explicit permission. You agree to the inclusion of a reference to Conversal as web designer at the bottom of the websites developed by us, which may not be removed without our explicit permission.
You will receive a non-exclusive user license to all codes developed by us for the website, for the same period of time as the code is protected by applicable copyright law. The usage rights will only be transferred to you after full payment of our invoice.
If we notice any fair use violation, we are entitled to charge a reasonable fee for this. We are also entitled to use our intellectual property for other purposes.
We always retain ownership of all our intellectual, industrial and other property rights, including the materials, ideas, concepts or designs provided by us, as well as our copyrights, neighbouring rights, know-how, trademarks, trade names, logos, drawings, models, patents, domain names, source files, rights to databases, computer programs and semiconductors.
To the extent that we rely on material supplied by third parties, your user licence will be subject to the terms and conditions of the relevant third party supplier’s licence.
6. Processing of personal data
Insofar as you have personal data processed by us or an external partner, we merely function as a ‘data processor’ of this data and do so carefully. You remain the ‘data controller’ of all personal data and are responsible for the instructions you give us in relation thereto. In this sense, you must fully comply with the Act of 8 December 1992 on the protection of privacy in relation to the processing of personal data, and the European Regulation n° 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
The conditions and modalities on the basis of which we act as ‘processor’ of personal data for you are specified in the Data Processing Attachment to these General Terms and Conditions, which forms an integral part thereof.
In the context of the services we provide to you, we process the personal data of the contact persons you provide to us in our capacity as ‘controller’. The contact details of these persons may be processed within the framework of our customer management, for marketing purposes, and serve to execute our agreement with you.
For more information, please refer to our separate Privacy Policy.
7. Ongoing cooperation
7.1. Your domain name
We offer the possibility to register and manage your domain name with a specialized partner on the basis of a one-year contract. This agreement is tacitly renewed for a new period of one year, unless the agreement is terminated at least one month before the expiry date. These general terms and conditions will also apply to the management agreement. The registration and use of your domain name is also subject to the terms and conditions of this external supplier. We do not bear any liability in this respect.
7.2. The hosting
We offer the possibility to host your website with a specialized partner on the basis of a one year contract. This contract is tacitly renewed for a further period of one year, unless terminated at least one month before the expiry date. These general terms and conditions will also apply to the domain name agreement. The registration and use of your domain name is also subject to the terms and conditions of this external supplier. We do not bear any liability in this respect.
You are responsible for the content as well as the transfer of the website in the event of termination of the hosting agreement. Our possible assistance will be charged at the usual hourly rate.
7.3. The maintenance
We offer the possibility to have your website maintained by us periodically and to offer support on the basis of a contract of indefinite duration. These are always terminable, subject to a notice period of three months. These general terms and conditions will also apply to the maintenance agreement.
7.4. The marketing
We offer the possibility to assist you in the marketing and commercialisation of your website on the basis of a one-year contract. This contract is tacitly renewed for a further period of one year, and can be terminated quarterly as of the first renewal. These general terms and conditions will also apply to the marketing agreement.
The display of an advertisement on the internet is provided by a specialised partner, and is subject to the conditions and guidelines of this external supplier. We do not assume any liability in this respect.
8. General terms and conditions
8.1. Transfer of rights
No one can transfer his or her rights and/or obligations arising from these general terms and conditions or our agreements to a third party without the consent of the other party.
8.2. Invalidity
If an article in these general terms and conditions is declared invalid, the other provisions shall remain in force. In mutual consultation, the annulled provision will be replaced by an article that comes closest to the spirit of the article declared invalid.
8.3. Applicable law
These general terms and conditions and all agreements related thereto are subject to Belgian law. In case of a dispute, the courts of Ghent, department Dendermonde are exclusively competent.
Appendix data processing
1. Processor
Within the framework of our services, we may process personal data on behalf of the customer, consisting of all information on the basis of which a natural person can be identified.
As a data processor, we can be requested to process personal data, whether or not carried out by automated means, including the collection, recording, organisation, structuring, storage, updating or modification, retrieval, consultation, use, disclosure by transmission, distribution or otherwise making available, alignment or combination, blocking, erasure or destruction of data.
As data controller, the customer is responsible for determining the purpose and means of processing personal data, and must provide the necessary guarantees for their processing.
2. Processing
We only process personal data to the extent necessary for the execution of our contract with the customer. The processing of personal data shall always take place in a proper and careful manner, in accordance with the applicable privacy legislation and only on the basis of the customer’s written instruction. The customer guarantees that the instructions given are in accordance with the applicable privacy legislation.
For the processing of personal data, we have the right to call upon professional partners who process personal data on our behalf. Our partners will in turn take the necessary technical and organizational measures to protect the personal data.
Our liability within the framework of data processing is limited according to the provisions contained in article 4.3 of the General Terms and Conditions.
3. Security
We apply at least the usual technical and organizational security measures that may reasonably be expected of us to protect personal data against destruction, loss, alteration, forgery, distribution or unauthorized access. It is the customer’s responsibility to take appropriate security measures with regard to the use of personal data by the customer.
Personal data will only be transferred to a partner in a country outside the European Economic Area if that country ensures an adequate level of protection for your personal data. Before sharing personal data with a partner in the United States of America, we require a separate processing agreement or certification according to the Privacy Shield Framework (www.privacyshield.gov).
As soon as we become aware of a data breach, we will notify the customer within a reasonable period of time so that the customer is able to comply with the reporting obligation under privacy laws. This notification will include a description of the data breach, the nature of the breach, when the data breach occurred, as well as an indication of the technical measures we have taken to stop the breach and prevent future breaches.
4. Assistance
In as far as possible, we will assist the customer as data controller upon request by making information available in order to fulfil its legal obligations under privacy legislation, including:
- Respecting the rights of every data subject whose personal data is processed;
- carrying out a data protection impact assessment in order to assess the impact of the processing activities on the protection of personal data;
- carrying out an audit, insofar as all costs in this respect are borne by the customer.
We will inform the customer of requests made directly to us by a data subject in connection with the processing of personal data for which the customer is responsible for processing.
5. Confidentiality
We take measures to keep all confidential personal data confidential, even after termination of the agreement with the customer. Our employees who have access to this personal data are also bound by this confidentiality and must refrain from copying, passing on, transferring or otherwise distributing personal data to third parties.
This commitment does not prevent the use of personal data within the framework of our services, insofar as the disclosure is necessary to comply with legal requirements or legal proceedings, or insofar as this information is publicly available.
6. Duration
Our commitments based on this Data Processing Attachment will remain in effect for as long as we have access to the personal data concerned. Upon termination of the contract with the customer, the customer is responsible for exporting the personal data.
As soon as the storage of personal data is no longer necessary for the execution of the order, we will delete them within a reasonable period of time, unless their storage is necessary to prove to the customer the fulfilment of our commitments, to comply with legal requirements, or within the framework of customary retention mechanisms that are reasonably limited in time (back-ups).
