GENERAL CONDITIONS

Article 1. Application of general terms and conditions:
1.1. These general terms and conditions apply to all offers from and agreements with The Visionairs. These general terms and conditions exclude the application of the customer’s general terms and conditions, regardless of when the latter were sent to The Visionairs.

The Visionairs head office located at
Nekkerspoelstraat x – 2800 Mechelen – Belgium
VAT 0786.721.567 – E-mail: wave@thevisionairs.com

1.2. By placing an order, the customer acknowledges that he accepts The Visionair’s general terms and conditions.

1.3. Special conditions, included in agreements concluded between The Visionairs and the customer, take precedence, in case of conflict, over the provisions of these general terms and conditions, regardless of the date of conclusion of the agreement.

Article 2. Offers and quotations – order confirmation:
2.1. All offers and quotations from The Visionairs are without obligation until the moment of acceptance by the customer. The agreement is concluded, subject to the application of any suspensive condition (such as, for example, obtaining adequate financing by the customer), when the customer signs the quotation unchanged and within the validity period for approval and returns it to The Visionairs. Every order or order confirmation by the customer connects the customer. The agreement replaces all previously concluded and / or oral agreements.

2.2. The price in The Visionairs offers and quotations does not include photography, purchase images, copywriting, translation or video content unless stated otherwise.  Graphic content / Video content are considered an artistic work and are therefore subject to copyright. The photos or videos remain the property of the creator. Upon full payment of the session, the customer purchases the right to print and publish the photos / videos for personal purposes. If the client uses the content for commercial or not agreed purposes without appropriate compensation to the creator, legal action will be taken.

Article 3. Cancellation of the order:
3.1. The cancellation of an order by the customer is possible as long as The Visionairs has not yet started its activities and subject to payment of compensation of 30% of the agreed price, with a minimum of EUR (example) 1,000.00.

Article 4. Delivery:
4.1. The date of delivery is only given as an indication and does not bind The Visionairs. Delays in delivery do not entitle the customer to compensation or price reduction, nor to dissolution of the agreement.

4.2. If the parties have expressly agreed on a binding delivery period in special conditions, this period will be extended if the customer fails to transfer information, documents, originals, images (on time) and to accept the corrected proofs (on time), or if the customer places additional orders (e.g. additional functionalities).

Article 5. Risk:
5.1. All goods and digital data belonging to the customer and located at The Visionairs are stored there at the risk of the customer.

Article 6. Payment terms:
6.1. All invoices are payable on their due date by bank transfer to The Visionairs account number. Every collaboration is set to be paid upfront quarterly – half yearly – yearly. To avoid risk with payment. Each payment is charged on the oldest expired invoice, and first on the interest and costs owed. Permitted discounts expire if the general terms and conditions of sale are not respected.

6.2. If the customer does not pay the invoice on the due date, he will, by operation of law, owe The Visionairs a default interest calculated in accordance with the law of 02.08.2002 on payment arrears in commercial transactions, and a fixed compensation of 10% of the invoice amount with a minimum of 125 EUR, from the date of the reminder until full payment. In addition, The Visionairs reserves the right to suspend the further execution of its obligations until the customer has paid the expired invoices. Any delay in payment by the customer makes all sums owed immediately due and payable and cancels every payment method.

6.3. The Visionairs reserves the right to invoice the services in installments and, if necessary, to demand an advance on the services.

6.4. The Visionairs reserves the right to suspend the further performance of the services and demand adequate guarantees before resuming the further performance of the services if confidence in the customer’s creditworthiness is shaken by acts of judicial execution against the customer and / or other events that call into question and / or make impossible the confidence in the proper execution of the commitments entered into by the customer (such as non-payment of the invoices). If the customer refuses or is unable to comply with this, The Visionairs reserves the right to terminate the agreement and to apply Article 11.2.

Article 7. Complaints – protest of the invoice:
7.1. Any protest must be sent by registered letter to The Visionairs by reasoned letter within 10 working days. For complaints or disputes with regard to the services provided, the period starts on the day after delivery. With regard to the invoice, the term starts on the invoice date. In the absence of a timely protest, the services / invoices are definitively accepted and payment is due.

Article 8. Liability – General:
8.1. The Visionairs undertakes to perform all services to be provided with due care. The Visionairs is not liable for errors in the implementation due to insufficient or incorrect input by the customer.

8.2. The Visionairs cannot be held liable for any error (even a gross error) of her or his employees, except in the case of fraud. Regardless of the cause, form or object of the claim for which liability is invoked, The Visionairs will under no circumstances be liable for any consequential damages such as, for example, loss of expected profit, decrease of turnover, increased operating costs, loss of clientele, which the customer or third parties would suffer as a result of any error or negligence of The Visionairs or an appointee.

8.3. The Visionairs liability with regard to services provided to the customer is in any case limited to either the refund of the price paid by the customer or the re-performance of the services, at The Visionairs discretion. The Visionairs total liability will never exceed the price paid by the customer to The Visionairs for the services that gave rise to the claim.

8.4. With regard to the services from third party suppliers, The Visionairs does not accept any liability above or other than the liability that the third party suppliers are willing to accept for their products or services.

8.5. The Visionairs does not guarantee in any way the error-free operation of a programmed application that is accessed online or offline via a digital device. The Visionairs cannot be held liable for any damage resulting from any incorrect or interrupted operation of a programmed application.

Article 9. Intellectual property rights:
9.1. Intellectual Property Rights means: all intellectual, industrial and other property rights (whether registered or not), including but not limited to copyrights, neighboring rights, brands, trade names, logos, drawings, models or applications for registration as a drawing. or design, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs and semiconductors.

9.2. Both parties accept that the concept of a website (in particular the construction of the screens of the website, main navigation) will in principle not be protected by Intellectual Property Rights. The Customer can therefore find a similar structure at other sites developed by The Visionairs.

9.3. The Intellectual Property Rights associated with the visual design of the Services provided by The Visionairs are transferred to the customer by the full payment of the invoice. This transfer applies to the fullest extent, for all modes and forms of exploitation, for the entire duration of the right in question and for the entire world. In addition, the customer receives a non-exclusive license to use all codes used for the services provided. This usage license is valid for the duration of the copyright protection of the code and for the entire world. However, if the website contains photos or drawings that were not provided by the customer, but were obtained by The Visionairs from a website that makes photos and illustrations available online, whether or not for a fee, the user license for these photos and drawings is valid. subject to the terms and conditions specified on the website of this online library. As a rule, this user license will be non-exclusive. The Visionairs does not provide any warranty with regard to these photos and illustrations.

9.4. Customer will respect The Visionairs Intellectual Property Rights at all times and make reasonable efforts to protect those rights. The customer will immediately notify The Visionairsof any infringement by third parties of The Visionairs Intellectual Property Rights of which he becomes aware.

9.5. The Intellectual Property Rights associated with non-open source, personalized content management systems belong exclusively to The Visionairs or a third party with which The Visionairs has concluded an agreement in this regard. Subject to full payment of the license fee, stipulated in the agreement between the customer and The Visionairs, the customer obtains a non-exclusive, non-transferable license to use this software. The customer is bound to grant sub-licenses to third parties or to make the software available to third parties in any way, to communicate, to use for the benefit of third parties or to commercialize the software.

Article 10. Performance of the services:
10.1. General
10.1.1. In general, The Visionairs is only bound by an obligation of best endeavors when performing the services and not an obligation of result.

10.1.2. In general, The Visionairs is always entitled to call on third-party subcontractors for the performance of all or part of the services.

10.1.3. The services provided by The Visionairs may at all times be used by The Visionairs for assignments for third parties, unless expressly waived in writing in that sense.

10.1.4. The services provided by The Visionairs can always be used as a reference for third parties.

10.2. Hosting services and domain names

10.2.1. For the hosting and domain names The Visionairs works together with a specialized hosting partner. A description of the hosting services and the liability of this partner is included in the Service Level Agreement (SLA) of this hosting partner. This SLA can be adjusted or changed by the hosting partner. At the customer’s first request, The Visionairs will provide the customer with a copy of the current version of the SLA. The customer understands and accepts that there may be temporary interruptions of any internet services and that the percentage uptime guarantee is set and pursued by the hoster and not by The Visionairs itself. Under no circumstances will The Visionairs be held liable for any damage that could be caused by such interruptions. Nor will such interruptions entitle the customer to any form of compensation.

10.2.2. The hosting services are provided by The Visionairs to the customer per calendar year, subject to payment by the customer of the fee due. The current price list can be requested and is adjusted annually. If the customer wishes to cancel this service, he must do so by sending his notice to The Visionairs by registered letter 1 month upfront the renewal date, whereby the agreement will be extended by the same term. In case of late cancellation, the customer will owe the compensation for the following calendar year. IMPORTANT NOTE: Hosting and domain are rented out by The Visionairs to the client, if any breach of collaboration should happen, the client can buy his domain to a determine amount between the visionairs and the client!
Hosting as domain are under supervision by the visionairs, as they remain under his property during the duration of the collaboration between client and the visionairs, seeing this happens under his hosting as the host. Client can negotiate and take over domain on which a price within the visionairs and the client shall be agreed upon.

Article 11. Termination of the agreement:
11.1. If the customer is guilty of a serious breach of contract that the customer does not rectify within 8 days of receipt of a notice of default sent by post, The Visionairs has the right to either (i) suspend the agreement until the customer has fulfilled his obligations, or (ii) to terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be regarded as a serious breach of contract.

11.2. Upon termination of the agreement, the customer will pay for all services provided by The Visionairs, as well as the costs that The Visionairs has to incur as a result of this termination, plus a fixed compensation of 30% of the amount that The Visionairs could still have invoiced to the customer if the agreement would have been fully performed. Any advance paid remains in any case acquired for The Visionairs. In addition, The Visionairs reserves the right to claim higher compensation if it proves that the damage actually suffered is greater than the lump sum damage as determined above.

11.3. Nevertheless, each party agrees to grant the other party a reasonable period of time to remedy any shortcomings it may have, and to always seek an amicable settlement first.

11.4. The termination of the agreement means that all data located on devices managed by The Visionairs will be deleted without further notice. This removal can in no way give rise to liability on the part of The Visionairs.

Article 12. Duty of confidentiality:
12.1. The parties undertake to keep secret the commercial and technical information and trade secrets they learn from the other party, even after the termination of the agreement and to use them only for the implementation of the agreement.

Article 13. Processing personal data:
13.1. One as the customer processes personal data on The Visionairs server, The Visionairs has the capacity of processor. The customer is responsible for the processing of personal data within the meaning of the Personal Data Processing Act. The customer declares to fully comply with the obligations imposed on the person responsible for processing, as set out in this law.

Article 14. Reference:
14.1. The customer agrees that the services developed by The Visionairs for the customer will be included in The Visionairs reference portfolio

Article 15. Force majeure:
15.1. Force majeure situations such as strikes, public unrest, administrative measures and other unexpected events over which The Visionairs has no control, release The Visionairs, for the duration of the nuisance and for their scope, from its obligations, without right to any price reduction or compensation for the customer.

Article 16. Invalidity:
16.1. If one of the articles of these general terms and conditions turns out to be invalid, the parties agree to replace this provision with a valid provision that is as closely as possible with the intention and scope of the invalid provision. This replacement provision will then apply.

Article 17. Applicable law – competent court
17.1. Belgian law applies to The Visionairs agreements. Any dispute regarding the conclusion, validity, performance and / or termination of this agreement will be settled by the competent court competent for The Visionairs registered office. These terms and conditions were updated on the 1st of January 2023.