General terms of Pixelleo

1. General provisions

1.1 These General Terms and Conditions of Sale, which can be revised at any time, apply to all orders placed and services provided by Pixelleo, and more specifically the creation and implementation of websites, creation of email addresses, domain names and marketing services on behalf of the Customer.

1.2 Pixelleo is a company whose registered office is located at rue du charbonnage 11,4460 Grâce-hollogne, registered with the BCE under the VAT number BE0745971471, directly or through our representatives and agents.

2. Application of the conditions

2.1 Any order accepted by Pixelleo, as well as any contract concluded with it, necessarily implies, as an essential condition, the unreserved acceptance of these general terms and conditions which supplement any special conditions that may be contained in our offers, order forms and contracts.

2.2 In the event of a conflict between the possible general conditions of the customer and those of Pixelleo, it is agreed that the latter will prevail.

2.3 The application of these general terms and conditions is a determining condition of the consent of Pixelleo, unless expressly waived in writing by it.

2.4 Pixelleo reserves the right to unilaterally modify these General Conditions at any time. The most recent version of the General Conditions can be consulted at any time on the website (www.pixelleo.com).

3. Order

3.1 Any order entrusted to Pixelleo is only binding after written confirmation on its part. Any offer made by Pixelleo is made without any commitment on its part.

Changes made by the customer to the order form or to the offer will only be valid if Pixelleo has them.

expressly accepted and confirmed in writing.

3.2 Pixelleo further reserves the right to refuse the order if it appears after examination that the Customer is not solvent.

3.3 In the event of unilateral cancellation of an order by the other party, Pixelleo reserves the right to demand compensation equal to

30% of the total amount of the order, with a minimum of €125.00, except for his right to claim a higher actual damage in court.

4. Agreement and duration

4.1 In addition to the Sales Order placed for the creation of an Internet site, e-mail addresses, or any other product or service ordered, Pixelleo and the Client may also undertake, for a period of time determined by an Agreement, to ensure the maintenance and management of the products sold.

In this case, the Agreement comes into force on the date of its signature by the parties for the duration decided by the Parties.

and from the starting date mentioned in the Convention.

4.2 The Agreement shall be tacitly renewed for consecutive extension periods of the same duration, unless one of the parties objects to tacit renewal by registered mail sent no later than 3 months before the expiry of the initial period or the extension period, in which case the Agreement shall terminate at the end of the current period.

4.3 The Customer is not entitled to assign this Agreement or one or more of its contractual obligations to a third party, except with

the prior written authorisation of Pixelleo. If the Customer assigns his business to a third party, the Customer's rights and obligations under the Agreement will also be assigned, but the Customer will remain bound to the obligations of the Agreement jointly and severally with the assignee.

4.4. For the duration of the Agreement and up to one year after the end of the Agreement, the Client undertakes not to have

use of similar services in Belgium.

4.5. Belgian law applies to the Convention.

All disputes that are directly or indirectly related to the Convention are exclusively settled in the first instance by the courts of Liège, division Liège. 

The invoice must reach Pixelleo in writing within eight days of its dispatch. 

Failing this, the invoice will be presumed to have been accepted by the Customer.

The lodging of the complaint does not give the right to defer the payment of the products supplied intact.

5. Deadlines

5.1 Any deadlines that may have been set for services or deliveries are given, unless otherwise stated, for information purposes only.

5.2 If a deadline is imperative, it must be clearly specified as such on the order form, in which case, Pixelleo will reconfirm the possibility to honour or not, the customer's wish.

The following circumstances release Pixelleo from these deadlines

requirements :

- cases of force majeure, as referred to in Article 11 of the present ;

- if the terms of payment are not respected, without that a formal notice is not necessary;

- if changes are decided by the client during the course of the work;

- if the client does not provide the desired information within the time limit, the time limit, if any, specified;

6. Prices and Payment

6.1 The Customer undertakes to pay Pixelleo the price, the terms of which are defined in the offer or at the time of the order or, failing that, in the invoice issued by Pixelleo.

The Price paid by the Customer in return for the realization by Pixelleo of websites and email addresses is for the creation of these elements only, and excluding the purchase of the domain name, the hosting costs, the professional email address and the complementary software integrations which constitute complements that will be invoiced in addition if the Customer requests it.

6.2 The prices are denominated in euros and are exclusive of any costs that are to be borne by the Customer.

6.3 Invoices are sent by e-mail, unless the Client prefers another means of communication, in which case it shall inform the Client by e-mail at the following address Pixelleo.

Invoices for orders are payable in cash at the registered office of Pixelleo.

6.4 As part of the execution of the Agreement concerning maintenance services and/or management of the products delivered, Pixelleo will periodically invoice the price of the Service to the Customer. Invoices from Pixelleo are payable no later than 30 days from the invoice date.

By way of derogation, the Customer may opt for payment by SEPA direct debit. By signing the Agreement, with mention of the direct debit

SEPA, the Customer authorises Pixelleo to mandate the bank to debit the Customer's account in accordance with the order of Pixelleo.

The Customer is entitled to a refund from the bank pursuant to the agreements concluded between the Customer and the bank.

The request for reimbursement must be requested within 8 weeks from the date on which the Client's account was debited.

The Client's rights are set out in a statement that the Client will receive from the bank. 

Pixelleo will in this case receive payment between the 8th and the 25th day of the month.

6.5 In the event of late payment, any unpaid invoice will produce, by right and without notice of default, a conventional interest of 12% per year, with a minimum rate in accordance with that provided for in article 5 of the law of 2 August 2002 relating to late payment in commercial transactions.

Any invoice unpaid on the due date will also be increased, by operation of law and without formal notice, by a fixed and irreducible indemnity.

of 10% of the outstanding amount with a minimum of 100.00 euros per invoice.

6.6 Any dispute relating to an invoice must reach Pixelleo in writing within eight days of its dispatch. Failing this, the invoice will be presumed to have been accepted by the Customer.

The submission of the complaint does not give the right to defer the payment of the products supplied intact.

7. Maintenance and management services

7.1 Pixelleo reserves the right to adapt the service at any time without prior notice (in particular the design, operation, features and functions of the service).

functionalities, ...).

The Customer undertakes to provide Pixelleo with the necessary information in order to carry out or install possible modifications and/or updates of the Service.

7.2 Pixelleo also reserves the right to temporarily or permanently interrupt the Service in the event of a lawsuit.

8. Intellectual Property

8.1 Pixelleo is and remains the owner and holder of all intellectual property rights relating to the services and products.

provided to the Customer, including the domain name of the Website and e-mail addresses and the website.

8.2 The Customer will refrain from violating the rights of Pixelleo.

Thus, the Customer will not modify or annotate the intangible goods provided by Pixelleo and will refrain from adding any other element to them.

Pixelleo is entitled to a fixed compensation of 20.00 EUR per infringement without the need to send a formal notice.

written, subject to the right of Pixelleo to claim compensation for the damage actually incurred.

8.3 Pixelleo however agrees to transfer the intellectual property relating to the elements provided for a sum to be negotiated later with the Customer.

9. Guarantee

9.1 The products are presumed to be approved by the Customer eight calendar days at the latest from their delivery, unless the Customer notifies Pixelleo of a precise and detailed complaint.

The approval will cover all apparent defects and defects of conformity, i.e. all those that it was possible for the Customer to detect at the time of delivery through a careful and serious control.

9.2 Pixelleo guarantees the products it delivers against hidden defects for a period of three months from delivery.

The guarantee can only be implemented if the defect renders the good, to a significant extent, unfit for the use for which it is usually intended or for a special use expressly mentioned in the possible particular conditions of sale.

In order to be able to invoke the benefit of the guarantee, the customer must notify Pixelleo of any complaint relating to possible defects.

hidden by registered letter at the latest within 8 days of the discovery of these defects.

The guarantee is limited to the replacement of the faulty goods. Pixelleo may reimburse the Customer if it cannot replace the said delivered goods.

9.3 The Customer acting for non-professional purposes benefits from the legal rights under the law of 1 September 2004 on the protection of consumers in case of sale of consumer goods. 

This commercial guarantee applies without prejudice to his rights.

In accordance with article 1649 quater § 2 of the Civil Code, the consumer is required to inform Pixelleo of the existence of a defect of

conformity within two months from the day on which the consumer noticed the defect.

10. Liability

10.1 Pixelleo is only liable for direct and foreseeable damages of the Customer that are the direct and immediate consequence of its failure attributable to the fulfilment of one or more of its obligations under the Agreement or these General Terms and Conditions. Its total liability towards the Customer is also always limited to a maximum amount of 500.00 (five hundred) EUR, except in the event of negligence or gross negligence.

10.2 Pixelleo will furthermore not assume any liability related to the use made by the Customer of the terminals, cash register system, and integrations made.

10.3 The Customer shall comply with all applicable rules to which he must abide in the exercise of his professional activity. 

The Customer will also assess whether he/she can use the service without infringing the rules applicable to Customers.

The Customer accepts that the consequences of a possible infringement of this clause are exclusively at the Customer's expense and will fully protect Pixelleo from any possible prejudice that it may suffer as a result of such an infringement.

11. Force Majeure

11.1 The occurrence of any event such as, in particular, any server, network and/or electricity failure, fraud or deception on the part of a third party, interventions by the public authorities, any interruptions in production, transport or delivery, strikes, lock-outs,

Embargoes, wars, terrorist attacks or the consequences of attacks, shortage of raw materials, epidemics, bad weather and more generally, any event of a similar nature provided for by case law affecting the parties or their supplier and delaying or rendering impossible the performance of their respective obligations, suspend the performance of their respective obligations.

11.2 The party that invokes such an event shall notify the other party by registered mail within eight days of its occurrence. The performance of its obligations will be suspended until the other Party has been notified of the end of the event, it being understood that neither Party may claim any compensation from the other Party.

11.3 If the force majeure lasts for more than 60 days, each party will have the right to terminate it by notifying the other party, without having to pay any compensation.

12. Subcontracting Pixelleo may subcontract all or part of the execution of the services to a third party without the prior written agreement of the customer. 

In this context, the subcontractor shall be solely responsible for the execution of the services that he performs and the customer therefore refrains from claiming from Pixelleo any compensation for any direct/ or indirect damage that he may have suffered in the execution of these services.

13. 13. Right of withdrawal exclusively concerning the supply of products and services relating to the supply of goods made to the specifications of the consumer or clearly personalised, it is specified as follows :

"The consumer does not have the right to withdraw from his purchase.

14. Breach of the Convention for maintenance and management services.

14.1 The Agreement may be terminated by operation of law in the event of non-compliance with any of the obligations under the Agreement.

Such termination shall take place automatically and with immediate effect with all the consequences for the defaulting party, 8 days after formal notice notified by registered letter with acknowledgement of receipt and remaining without effect during this period.

14.2 In the event that the contract is breached at the fault of the customer, Pixelleo will be relieved of the obligation to perform any service with regard to the customer. 

The Customer will be immediately liable to Pixelleo for a total amount of 60% of the sums remaining due within the framework of the Agreement, without prejudice to compensation for the actual loss and additional damages that may be sought in court.

14.3 The agreement can be terminated unilaterally by one of the parties. Such termination will take effect the month following the formal notice notified by registered letter with acknowledgement of receipt.

In the event that the contract is unilaterally terminated by the Customer, the latter will be liable to Pixelleo for 40% of the sums remaining due within the framework of the present contract, without prejudice to any additional damages that may be requested in court.

14.4 In the event of bankruptcy, judicial reorganisation or liquidation of the Service Provider, the contract will be automatically terminated by operation of law. 

Pixelleo shall not be required to pay any compensation to the Client.

15. Processing of personal data

15.1 If the provision of the services implies the processing by Pixelleo of personal data managed by the Customer, Pixelleo will carry out this processing in accordance with the Belgian law of 8 December 1992 on the protection of privacy in the processing of personal data and the European Regulation 2016/679.

15.2 The Customer clearly acknowledges the possibility of collection, registration and use by the service provider of personal data concerning him and his own customers.

This data collection is of a purely contractual nature.

15.3 The customer is also informed that he may at any time request the service provider to be able to access the data communicated, to request the correction or deletion of the data, or at least to obtain a limitation of the processing. He may also object to the processing if it proves to be unlawful or at least obtain that his data be brought to him in execution of his right to data portability.

15.4 In the event of problems arising from the processing of his personal data, the customer is informed that he can lodge a complaint with the national supervisory authority, the data protection authority.

16. General

16.1 The foregoing stipulations do not contain any waiver of the rights of Pixelleo to claim, at its discretion, in case of non-payment or in case of non-compliance by the other party with its contractual obligations, the resolution or termination of the agreement with damages.

16.2 The fact that Pixelleo decides, at a given moment, not to apply one of the clauses of these General Terms and Conditions of Sale does not in any way entail a definitive renunciation of these clauses.

16.3 The invalidity of one of the provisions of these general terms and conditions does not affect the effective application of the others.

clauses.

16.4 Any changes to these general terms and conditions are applicable to new orders.

17. Jurisdiction - applicable law

17.1 Any dispute relating to the validity, interpretation and / or execution of the contract concluded between Pixelleo and the customer will be exclusively submitted to the courts of Liège, division Liège.

17.2 The applicable law is Belgian law, to the exclusion of any other law.