By signing an agreement with one2three NV, Client declares that he agrees with the Terms and Conditions referred to hereafter. Terms and conditions on Client’s order form or any other similar document shall not be binding upon one2three NV.
The prices, quantities and delivery time stated in any quotation are not binding upon one2three NV. They are commercial estimates only which one2three NV will make reasonable efforts to achieve. Prices quoted in final offers will be valid only for 30 days. All prices are VAT excluded and do not cover expenses, unless otherwise agreed in writing. one2three NV reserves the right to increase a quoted fee in the event that Client requests a variation to the work agreed.
The delivery times stated in any quotation are of an indicative nature and not binding upon one2three NV, unless otherwise agreed in writing. Delivery times will be formulated in working days. In no event shall any delay in delivery be just cause for cancellation of an order nor entitle Client to any damages.
Amendments or variations of the initial agreement between Client and one2three NV will only be valid when accepted by both parties in writing.
Any complaints concerning the performance of services or delivery of products must be addressed to one2three NV in writing and by registered mail within 7 working days of the date of the delivery date of the products or the starting date of the performance of the services.
In no event shall any complaint concerning delivery or performance be just cause for non-payment or deferred payment of invoices. Any invoice and the amounts, products and services described therein will be deemed irrevocably accepted by Client if no official protest of non-payment has been sent by Client within 7 working days from the date of the mailing of the invoice.
All invoices of one2three NV shall be paid by Client within fifteen (15) calendar days of the date of invoice unless otherwise agreed in writing by one2three NV. In the event of late payment, one2three NV may charge a monthly interest on the amount outstanding at the rate of two (2) percent with no prior notice of default being required, in which case each commenced month will count as a full month. Any late payment will entitle one2three NV to charge Client a fixed handling fee of 300 EUR. All costs related to the legal enforcement of the payment obligation, including lawyer fees, will be charged to Client.
In no event will one2three NV or any of its employees be liable for damages of any kind, including without limitation, direct, incidental or consequential damages (including, but not limited to, damages for lost profits, business interruption and loss of programs or information) arising out of the use of one2three NV’s services, or any claim attributable to errors, omissions or other inaccuracies in one2three NV’s products or interpretations thereof, unless such damage is the result of gross negligence or willful misconduct of one2three NV. one2three NV’s liability shall at all times be limited to the amount invoiced or to be invoiced to Client, and this on an order by order basis.
Any changes to Client’s contact information such as addresses, phone numbers or e-mail addresses must be communicated to one2three NV as soon as possible.
All intellectual property rights related to the products or services provided by one2three NV as well as inventions, programs, documentation and all other materials developed and/or used for the preliminary work for or execution of the agreement between one2three NV and Client, as well as any intellectual property rights resulting thereof, will be the exclusive property of one2three NV or its suppliers. In no event shall the provision of products or services by one2three NV constitute a transfer of intellectual property rights.
Client is solely granted a non-exclusive and non-transferable user right of use for the products and results of the services for the mutually agreed upon objectives. Client will strictly adhere to the conditions included in the general conditions or otherwise imposed upon Client.
Client shall not disclose, multiply, or provide to a third party, in whole or in part, the products or results of the services of one2three NV in any way without prior written approval of one2three NV.
Client shall not remove or change any indications of one2three NV or its suppliers concerning intellectual property rights on the products or results of services of one2three NV.
one2three NV warrants that it is authorized to grant the abovementioned right of use to Client and indemnifies Client for any claims from third parties. This clause will not apply if products and/or the results of services have been altered and/or if these were delivered together products of a third party unless, in the latter case, Client can prove that the third party claim only applies to products and/or the results of services provided by one2three NV.
During the term of the agreement and for two years following expiration or termination of the agreement, Client will not, directly or indirectly, solicit or recruit the services of any employee, provider or representative of one2three NV. Client guarantees that its employees, providers or representatives shall adhere to this clause.
The violation of this clause during the term of the agreement will entitle one2three NV to terminate the agreement with immediate effect and with no prior notice of default being required. No prior intervention of the judicial court will be necessary and no damages will be due.
Moreover, in case of violation of this clause, a mandatory 100.000 EUR in damages will be paid by Client to one2three NV, this being the amount that both parties consider an estimate of the reasonable loss resulting from the violation of this clause, without prejudice to the right of one2three NV to claim a higher amount if the damages exceed the abovementioned amount.
Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material. This provision shall not, however, apply to information or material which is or becomes public knowledge other than by breach by a party of this clause.
one2three NV has the right at any time to change or modify these terms and conditions at any time without notice.
The agreement shall be exclusively governed by and construed in accordance with the laws of Belgium. Any dispute about the validity, the interpretation or the execution of this agreement will be finally settled by the competent courts of Brussels, Belgium.
These Terms and Conditions are the only terms and conditions applicable to both parties.
If any provision or provisions of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Specific conditions for Intranet, extranet and Websites
Client is responsible for the accuracy of text and/or illustrations he hands over or accepts, as well as the content, the titles, choice of illustrations, media, etc., and Client pledges to indemnify one2three NV for any third party claim concerning published text or illustrations.
The source code and database remain the exclusive property of one2three NV or its licensor, as is the case. The source code and database may not be copied, reproduced, republished, downloaded, disclosed, broadcasted or transferred without prior written approval of one2three NV.
The text and illustrations remain the property of Client.