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- General
These general terms and conditions apply to all offers and resulting contracts, deliveries and services of any kind between Cerebrum BV, CRBRM, established at Struweelgaard 17, 1700 Dilbeek, Belgium, hereinafter referred to as Cerebrum, and the customer. Modifications and additions shall only form part of these terms and conditions insofar as they have been expressly agreed in writing between the parties. Any change, amendment or modification to these conditions shall be subject to written agreement. - Offers
Unless otherwise stated in writing, Cerebrum’s offers are always non-binding. Cerebrum may withdraw an offer at any time without giving any reason until such offer has been confirmed in writing by Cerebrum or accepted in writing by the customer. Each order transferred is binding on the customer, but only on Cerebrum after written confirmation or commencement of execution. Prices are always subject to revision according to the date of the quotation, the period of execution or an unforeseen change in the work. A quotation is valid for a maximum of 30 days. - Written confirmation
Orders must be confirmed by the customer in writing or by e-mail. If the customer fails to do so, and the order is confirmed by Cerebrum and no objection is raised within 8 days of receipt, the contents of such confirmation shall apply. If neither party confirms the order in writing and Cerebrum has begun to execute the order with the customer’s consent, the customer shall be deemed to have accepted the order in accordance with the offer. Verbal agreements or understandings shall only be binding on Cerebrum if confirmed in writing by Cerebrum. - Provision of data
The Customer shall do everything reasonably necessary or desirable to enable prompt and correct delivery by Cerebrum, in particular by promptly providing complete, correct and clear data and the necessary information. The customer is obliged to answer all questions from Cerebrum concerning the work within 3 working days and to ensure that all information provided is true and correct. - Information supplied under warranty
The information supplied by the customer for publication is the exclusive responsibility of the customer, including all rights, contributions and taxes of any kind, related to this information, both in terms of text and images. Cerebrum reserves the right to process the information provided autonomously and without any intervention with a view to publication. The customer undertakes to indemnify Cerebrum from any right of privacy or publicity, or any other right against any other party. - Exclusivity
The customer does not benefit from any form of exclusivity. - Delivery time
The mention of a delivery date does not constitute any guarantee on the part of Cerebrum. Under no circumstances may a delay result in the payment of compensation or the dissolution of the agreement. - Web hosting and e-mail accounts
Web hosting and e-mail accounts are contracted for a period of one year. In this respect, every effort is made to always obtain maximum speed and availability. However, Cerebrum cannot be held responsible for any loss or damage resulting from the use, mishandling, inaccessibility or deletion of services. The customer is responsible for the content of his or her site, including obtaining any legal authorization, in order to avoid any violation of Belgian legislation.
In the event of non-payment, all hosting services may be stopped and the site deleted after the payment deadline (indicated on the invoice) and without formal notice. Cancellation of a hosting contract must always be made in writing and no later than 30 days before the end of the annual contract. Otherwise, the annual contract is tacitly renewed for a period of one year. Cerebrum reserves the right to amend and modify these terms and conditions at any time and without prior notice. - Publication and distribution
Before publication or distribution, the parties must give each other the opportunity to approve the latest version of the work. Complaints and objections to publications must be made in writing within 8 days of publication. The customer will be informed by written confirmation from Cerebrum. If the aforementioned complaints or objections are not received by Cerebrum within 8 days, tacit approval of the goods and/or services delivered shall be presumed. - Transfer of the proprietary rights and respect for the integrity of the work
Subject to full payment of the sums due by the client, Cerebrum transfers to the client, on an exclusive basis, the proprietary rights relating to the works created as part of their collaboration. This transfer includes the rights of reproduction, communication to the public, adaptation and distribution, for the uses specifically agreed in the contract, and for the duration and territory defined. Any use beyond this scope must be the subject of an additional written agreement.
Moral rights, including the right to authorship of the work and the right to respect for its integrity, remain reserved to the author of the works. The client undertakes not to alter, modify or adapt the work without the prior written consent of Cerebrum. In case of violation of this obligation, Cerebrum reserves the right to claim financial compensation or to take appropriate legal action.
The customer may not assign or license the acquired rights to third parties without the written consent of Cerebrum. Any attempt to assign or license without this agreement will be considered null and void. - Copyright Ownership
Cerebrum warrants that the good and/or service delivered is designed by or on behalf of Cerebrum and that Cerebrum is considered a creator within the meaning of copyright law and that the copyright holder may have access to the work. - Research into the existence of rights
Unless expressly agreed otherwise, the assignment does not include research into the existence of designs or model protection, trademarks, patents, copyrights and portraits of third parties. The same applies to the possibility of such forms of protection for the customer. - Mention of name
Cerebrum has the right at any time to sign the work and/or to include its name in any publication. Without prior written authorization, the customer is not authorized to publish or reproduce the work without mentioning Cerebrum’s name. - Own advertising
Unless otherwise agreed, Cerebrum is free to use the work for its own advertising. - Payment and additional costs
In addition to the agreed remuneration, any costs incurred by Cerebrum for the execution of the order which do not fall within the scope of its normal overheads shall be taken into consideration for additional remuneration. - Compensation for Change of Order
If Cerebrum is obliged to perform additional work or other work due to late or incomplete delivery of complete, correct and clear data/information or due to a changed or incorrect order or approval, such activities shall be compensated separately. - Usage fees
The remuneration agreed between the parties also includes remuneration for the exclusive right to use the work, insofar as this relates to the use of the work and insofar as this relates to the right of publication and reproduction in accordance with the purposes agreed at the time of the order. - Payment obligation
All prices quoted are exclusive of 21% VAT. Unless otherwise agreed in writing with Cerebrum, all invoice payments must be made to the head office within thirty days of the invoice date, which is always stated on an invoice. Interest of 10.5% per calendar month, ipso jure and without notice, from the invoice due date. This interest depends on the reference index of the European Central Bank. In the event of non-payment on the due date, Cerebrum shall be entitled to suspend current orders legally and without notice, without prejudice to interest and legal costs. In the event of non-payment on the due date, Cerebrum shall be free to suspend the aforementioned publication, website or hosting package from the system, without the customer being entitled to claim any compensation. The total amount of each invoice not paid on the due date shall be increased by the conventional flat-rate compensation equal to 15% of the total amount due with a minimum of €150, due to the additional administrative and financial costs that non-payment entails, without prejudice to the payment of compensation for all resulting damages. In the event of late payment by the customer, all agreed or authorized terms of payment shall become null and void, and any other claims against the same customer shall become immediately due and payable by Cerebrum. Extrajudicial and judicial discount charges for late payment shall be borne by the customer. Any intermediary is and remains responsible for payment of all work in progress/additional work entrusted to Cerebrum, even if the invoice is issued under a different name. Should the customer fail to meet his payment obligations, all rights transferred by Cerebrum to the customer under the contract shall be suspended until such time as these payment obligations have been met. In this case, the customer is not entitled to use the goods and/or services provided. - Terms of payment
Payments can only be made to the IBAN account BE90 0018 2149 8332 in the name of Cerebrum BV, always quoting the exact invoice number. - Cancellation of order
Any cancellation of the order by the customer for the performance of the work ordered must be made by registered letter and is only valid upon written acceptance by Cerebrum. In such cases, the customer must pay Cerebrum the full remuneration for the complete execution of the order, as well as all additional costs incurred up to that point. - Duration of contract
The contract is concluded for a period of one year, unless otherwise agreed in writing, and is tacitly renewable for a period of one year, unless otherwise agreed in writing. Termination of the current contract by the customer must be effected by registered letter no later than one month prior to the expiry date of the present contract. In the event of bankruptcy, this contract is automatically terminated without notice. If Cerebrum’s collaboration consists of repetitive tasks for a publication appearing regularly, the contract is automatically applicable for an indefinite period, unless otherwise agreed. This contract may only be terminated in writing with at least one month’s notice. - Termination of contract
In the event that independent circumstances prevent Cerebrum from fulfilling its mission under reasonable conditions, Cerebrum is entitled to withdraw from the contract, without being obliged to pay any compensation or security. In this case, Cerebrum is entitled to remuneration for the work performed to date and to compensation for costs incurred up to that point, and is obliged to make the resulting work available to the customer. If the customer’s actions or conduct are the cause of Cerebrum’s inability to reasonably carry out the assignment, Cerebrum shall be entitled, in addition to the right to cancel the order, to full payment of the contractual fee. - Liability
Cerebrum can never be held responsible for errors in the information provided, which are the sole responsibility of the customer. Nor can Cerebrum be held responsible for the temporary unavailability of information published by the customer, for whatever reason. Due to the specific nature of the goods and services offered, Cerebrum cannot guarantee the absence of errors and/or mistakes concerning the publication of the customer’s data, which therefore cannot give rise to any compensation; however, such errors and/or mistakes will be corrected in the short term. Cerebrum cannot be held responsible for errors made by third parties. - Limitation of liability
Cerebrum’s liability for damages resulting from a contract with a customer is always limited to the amount of future remuneration due to Cerebrum. - Copy of information
The customer is obliged, as far as possible, to retain copies of documents and data until completion of the project. Should the customer fail to do so, Cerebrum shall not be liable for any damage arising from the non-existence of such copies. - Other conditions
The customer’s general and special terms and conditions shall not be binding on Cerebrum unless and insofar as they are not in conflict with these terms and conditions and insofar as Cerebrum has explicitly accepted their applicability in writing. - Belgian law
Any dispute relating to the conclusion, validity, interpretation or implementation of the present contract between Cerebrum and the customer and the contracts arising therefrom shall be governed by Belgian law and shall be subject to the exclusive jurisdiction of the courts and justice of the peace of the judicial district of Brussels.