Motionmill BV General Conditions of Sale
WPorters is a brand name of Motionmill BV
Version of January 11, 2023
1.1. These general terms and conditions apply to all offers, agreements and deliveries (“Order”) of products and services (“Work”) by Motionmill bv (“Motionmill”) for the customer (“Customer”). They always apply, unless stated otherwise in a written agreement between the parties
1.2. For certain, well-defined and further defined services in these terms and conditions, specific provisions may apply. However, unless stated otherwise, each provision of these terms and conditions applies to each Assignment.
2. Orders and prices
2.1. Motionmill’s offers are indicative and not binding on Motionmill. Quotations can be adjusted without notice if the underlying costs increase or if the content or description of the Assignment changes.
2.2. Motionmill quotations must normally be confirmed in writing by the Customer. If this does not happen within a reasonable period of time, Motionmill may confirm to the Customer in writing that the order has been confirmed, after which the Customer has a period of eight (8) days to object to this. If no objection is lodged, the Customer is deemed to agree with the provisions of the offer as confirmed in writing by Motionmill.
2.3. Verbal agreements are only valid insofar as they are confirmed in writing by Motionmill.
3. Execution and delivery times
3.1. The Customer must do everything that is reasonably necessary to allow Motionmill to perform the Assignment. For example, the Customer must provide complete, correct, clear and sufficient data and materials.
3.2. It is normal and industry standard for the Customer to make a number of comments and corrections on an initial draft. Motionmill’s prices include two correction rounds as standard, whereby Motionmill will make reasonable efforts to correctly and fully integrate Customer’s comments into a subsequent design. For its part, the Customer undertakes to make clear and complete comments and corrections, and not to issue contradictory guidelines. A third design is normally considered final and gives rise to payment of the agreed prices. Motionmill always reserves the right from the third draft to consider any request for additional adjustments as an extension of the Assignment, and to charge additional costs for this. If the Customer definitively rejects a design, and cannot clearly demonstrate that Motionmill has not reasonably complied with the Customer’s guidelines and instructions (always provided that those instructions were clear and complete), Motionmill reserves the right to charge according to the original order. Refusal of a text is only specific to that text and does not affect the validity of the other parts of the Assignment.
3.3. Motionmill’s delivery times are indicative and not binding. In the event of late delivery, the Customer is not entitled to compensation
4. Use suppliers
4.1. Every assignment to suppliers (for example production companies) is done by the Customer, or, if done for Motionmill, always in the name and for the account of the Customer. The Customer indemnifies Motionmill against any claim from such supplier in this regard.
4.2. Final proofs, revision proofs or prototypes must be approved in writing before an order can be confirmed.
5. Intellectual Property Rights
5.1. Subject to and after payment of all related invoices, Motionmill transfers the patrimonial copyrights and rights to drawings and models in the Work produced by Motionmill to the Customer, at the risk of the Customer. For software (including database and other derivative rights) and web design, the transfer is always limited to a non-exclusive user license for the Customer.
5.2. Irrespective of such transfer or any provision to the contrary, Motionmill can never be limited in its ability or rights to provide the same or similar work for other Clients. The Customer indemnifies Motionmill against any intellectual property rights claim of the Customer or third parties in connection with Work produced by Motionmill on the instructions of the Customer.
5.3. All rights in methods, tools, working methods and in general everything that is not specifically described as Work, remain with Motionmill.
5.4. Customer grants Motionmill an irrevocable, royalty-free, worldwide license to use any Work for the promotion of Motionmill’s own activities.
5.5. Motionmill is always authorized to sign a Work, or to make it clear in some way that it concerns a design or development of Motionmill (or one of the identification methods or brands used by Motionmill (e.g. Motionmill, briskl.me, The Social Media Club, SPLENDID, … ).
5.6. Research into the existence of other intellectual property rights does not normally form part of the Assignment. Motionmill therefore does not guarantee that the Works are free from infringement of the rights of third parties.
5.7. If it appears that a Work, design or the instructions of the Client infringe or threaten to infringe the intellectual or industrial property rights of a third party, Motionmill is authorized, by operation of law and without any notice of default, to terminate the Assignment on risk of the Customer, and to invoice all work performed.
5.8. Material media of Work are transferred at the Customer’s risk, and ownership is transferred upon payment of the related invoice.
6. Use by the Customer
6.1. The Customer uses the Work at its own risk. Except for software and web design, for which separate rules apply (see below, clause 9), the Customer has the right to modify the Work at its own discretion and risk.
7.1. All Motionmill invoices are payable on the due date stated on the invoice. For any amount that has not been paid in full on the due date, Motionmill may, by operation of law and without any notice of default, charge a default interest of at least 1.5% per month or the legal interest, as well as an additional fixed compensation for administrative expenses, which is equal to at 10% of the invoice amount, with a minimum of one hundred (100) Euros. All amounts are net, without VAT or other taxes.
7.2. Motionmill may draw up interim invoices for each Assignment for the work performed up to that point (eg on a weekly or monthly basis).
7.3. Motionmill may, in addition to the agreed amounts, always charge the reasonable costs that Motionmill had to incur for the execution of the Assignment, insofar as they do not fall under normal overhead costs.
7.4. Travel costs within Belgium are included unless stated otherwise. Travel and accommodation costs outside Belgium are billable at cost. Travel time outside Belgium is billable at 50% of the normal hourly rate.
7.5. If Motionmill has to make additional efforts due to late or non-delivery of complete, correct and clear data or materials, or if the Client changes the Assignment, Motionmill is always authorized to charge the additional costs caused by this.
7.6. As long as the Customer fails to pay correctly invoiced amounts, Motionmill may, by simple notice, suspend the agreement, and all rights therein granted to the Customer, until full payment has been received. Motionmill can never be held liable for any consequences of such suspension.
7.7. If a Customer does not pay an invoice by the due date, all other invoices of that Customer, regardless of the due date or any other provision, shall become payable immediately and without further notice of default.
8. General provisions
8.1. In the event of force majeure, Motionmill is authorized to postpone the execution of the Assignment until the situation of force majeure no longer exists. In the event of a delay of more than three months, Motionmill has the right to terminate the Assignment and to invoice the Work already performed.
8.2. Motionmill is never liable for the content of any Work, as it is wholly or partly based on the instruction and information of the Client. Otherwise, to the extent permitted by applicable law, Motionmill’s liability is always limited to the value of the Assignment, or if the Assignment runs over several months, the amount that Motionmill has actually received from the Client during the last three months. of the Assignment.
8.3. Motionmill can never be held liable for consequential or indirect damage (without limitation, for example indirect losses, business loss, loss of income or profit, missed savings, additional expenses, financial loss) but only for damage that is directly, immediately and clearly demonstrable is the result of an error by Motionmill itself. Motionmill is never responsible for loss of data, the Customer must always make backups.
8.4. The agreement between Motionmill and the Customer can be split. The nullity or invalidity (even partial) of a provision never automatically affects the validity of other provisions.
8.5. Motionmill and the Customer are independent parties and, except as expressly provided herein or otherwise in writing, can never be each other’s agent, representative, proxy holder, partner or employee.
8.6. The fact that Motionmill does not, or does not immediately, enforce any of its rights can never be regarded as a waiver of rights, and all rights of Motionmill remain reserved.
8.7. The agreement is not transferable on the part of the Customer. Motionmill may transfer the agreement to a third party, subject to retention of acquired rights for the Customer.
8.8. Motionmill has the right to unilaterally change the general terms and conditions. The version published on Motionmill’s website is the one in effect. The latest version replaces the previous versions. In case of conflict, only the latest version is effective (version numbers are indicative).
8.9. Belgian law applies. In the event of a dispute, only the Courts of the District of Antwerp are competent.
9. Special provisions – web design
9.1. The provisions of article 9 apply when the Assignment consists of designing a website for the Client. In case of conflict with the rest of the general terms and conditions, specifically for web design, the provisions of article 9 take precedence.
9.2. The web design services consist of the development and technical maintenance of a website, typically based on an existing generic design in an “open source” environment, according to the specifications of the Client.
9.3. The price is based on fixed amounts and a fixed hourly rate, multiplied by the number of hours actually worked.
9.4. A quotation contains a non-exhaustive estimate, based on available information. A deviation between the quotation and the actual invoiced amount will never lead to the cancellation of the Assignment or liability of Motionmill. Quotations are valid for 20 working days.
9.5. Upon signing the quotation, 30% of the quotation amount will be invoiced as an advance. Subsequently, the services provided will be invoiced monthly. The balance will be invoiced upon delivery of the website.
9.6. All costs incurred by Motionmill (including, for example, the purchase of licenses and use of software) are at the expense of the Customer and will be invoiced, unless agreed otherwise.
9.7. The offer is based on the design of the website in a specific technical environment (which depends, among other things, on the existence and (commercial) availability of certain software, browsers, hardware, tools, plugins, etc.). If this environment changes, this may have consequences for the design, functionality and maintenance of the website. Motionmill cannot therefore guarantee that the environment and/or functionality of the website will not have to be adjusted as a result. Any resulting costs will be passed on to the Customer.
10. Special provisions – web hosting
10.1. The provisions of article 10 apply when the Assignment consists of hosting one or more website(s) (“Website”) for the Client. In case of conflict with the rest of the general terms and conditions, specifically for web hosting, the provisions of article 10 shall prevail.
10.2. The web hosting service consists of making space available on a publicly accessible web server, the associated domain names, e-mail addresses and database systems.
10.3. Two formulas are typically proposed for these services: a basic package (which can be further expanded to the needs of the Customer) or a fully customized package. The basic package contains limitations (eg quotas). If these are exceeded, the additional options are billable per unit.
10.4. The fixed part of the price for web hosting must be paid in advance and is billed annually in advance. Other amounts are settled quarterly, at the end of each quarter (subject to Motionmill’s right to invoice in the interim).
10.5. The web hosting services give the Customer an access, use and management right to the web space provided for the Website, and access to the management functionality of the software that controls the Website. To this end, the Customer is provided with a login and password. This data is confidential and specific to each Customer. The Customer must protect this data as confidential and take the necessary measures to ensure that it does not become known to third parties. The Customer must immediately inform Motionmill of any loss of password or login, or of any circumstance that could lead to a login or password being no longer secure. Any use of a service with a valid login and password of a Customer will be charged to that Customer, regardless of the identity of the physical person using it. Irrespective of the foregoing, Motionmill has the right to deactivate a specific login and password at any time, eg if Motionmill suspects abuse or security risks, without the Customer having any recourse against Motionmill as a result. Motionmill will inform the Customer of this as soon as possible and provide a new login and/or password.
10.6. The Customer can request a new login and/or password at any time, insofar as sufficient elements are provided for identification. Multiple applications in the short term may lead to the charging of administrative costs.
10.7. Motionmill may change the configuration, technical specifications or features of the web hosting services at any time (for example, without limitation, changing certain plugins or some open source elements), insofar as this does not constitute an essential change to the web hosting services. If Motionmill reasonably expects that such change will have a significant impact on the Website, Motionmill will attempt to inform the Customer in advance.
10.8. The Customer is solely responsible for the design, functionality and content of a Website (this includes any software offered or used on or through a Website). The Customer undertakes that its Website will always comply with all legal and regulatory requirements that may apply to it. Without these examples being exhaustive, the Customer shall ensure that it does not post unlawful, immoral or offensive content on the Website. Unless otherwise stipulated in writing, the Customer cannot offer “adult content”. The Customer indemnifies Motionmill against any claim based on the content, use or functionality of the Website, or the software that runs on it or is made available via the Website.
10.9. Motionmill applies a “notice and take down” policy. This means that if Motionmill receives a notice from a third party to close a Website due to an alleged infringement of public or private rights or obligations, Motionmill can temporarily close the Website at any time, until the Customer can reasonably demonstrate that the problem has been resolved. , or that the request was incorrect. To the extent not prohibited by law or an order from a public authority, Motionmill will make reasonable efforts to notify Customer of any order or request to close Customer’s Website. Motionmill will never be liable to the Customer for the consequences of closing a Website in accordance with the rules stated herein.
10.10. Although Motionmill will make reasonable efforts to protect the Website and the equipment on which it is located against unauthorized actions by third parties, Motionmill can never be held liable for this. On the other hand, the Customer undertakes to take all reasonable measures himself to protect the integrity and confidentiality of his data, including against viruses and computer crime in the broad sense.
10.11. Motionmill is never liable for the failure of hardware, telecommunications or infrastructure.
10.12. Personal data of the Customer (as determined by applicable privacy protection legislation) may be used by Motionmill for customer management, marketing purposes, research purposes, usage profiling, among others. The Customer has access to this data at all times and can request its correction in the event of inaccuracies, in accordance with the legislation on the Processing of Personal Data Act.
10.13. Insofar as the customer in turn processes personal data on Motionmill’s server, Motionmill has the capacity of processor. The customer has the capacity of 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 resting on the person responsible for the processing, included in this law.
10.14. Web hosting services are normally contracted for a minimum term of one (1) year, from the date of acceptance of the quotation (unless stated otherwise on the quotation). The duration is each time extended by a period of one (1) year, unless one of the parties cancels in writing subject to a notice period of at least three (3) months. At the end of the agreement, Motionmill will make available to the Customer all data currently on the Website, in an open format, but without any guarantee of configuration or compatibility, for a period of two (2) months. following the end of the agreement. If the Customer does not retrieve or download the data during this period, it will be deemed not to be important and Motionmill will have no further obligations or liabilities in this respect. Costs associated with the transport of such data remain at the Customer’s expense. All elements associated with the specific setup of the Customer’s Website (including, but not limited to, disk space usage, access to and use of use or other licenses of hardware, operating systems, shared or Customer-specific software, plug-ins, and all other configuration elements) do not part of the transfer. Upon Customer’s request, Motionmill may quote for an order to transfer transferable portions of such Website Configuration to another host. Motionmill has signed the deontological eTIC Charter that can be consulted on the website www.etichandvest.be www.etichandvest.be/publications/foldereticnl.pdf All elements associated with the specific setup of the Customer’s Website (including, but not limited to, disk space usage, access to and use of use or other licenses of hardware, operating systems, shared or Customer-specific software, plug-ins, and all other configuration elements) do not part of the transfer. Upon Customer’s request, Motionmill may quote for an order to transfer transferable portions of such Website Configuration to another host. Motionmill has signed the deontological eTIC Charter that can be consulted on the website www.etichandvest.be www.etichandvest.be/publications/foldereticnl.pdf All elements associated with the specific setup of the Customer’s Website (including, but not limited to, disk space usage, access to and use of use or other licenses of hardware, operating systems, shared or Customer-specific software, plug-ins, and all other configuration elements) do not part of the transfer. Upon Customer’s request, Motionmill may quote for an order to transfer transferable portions of such Website Configuration to another host. Motionmill has signed the deontological eTIC Charter that can be consulted on the website www.etichandvest.be www.etichandvest.be/publications/foldereticnl.pdf access to and use of use or other licenses of hardware, operating systems, shared or Custom software, plug-ins, and all other configuration elements) are not part of the transfer. Upon Customer’s request, Motionmill may quote for an order to transfer transferable portions of such Website Configuration to another host. Motionmill has signed the deontological eTIC Charter that can be consulted on the website www.etichandvest.be www.etichandvest.be/publications/foldereticnl.pdf access to and use of use or other licenses of hardware, operating systems, shared or Custom software, plug-ins, and all other configuration elements) are not part of the transfer. Upon Customer’s request, Motionmill may quote for an order to transfer transferable portions of such Website Configuration to another host. Motionmill has signed the deontological eTIC Charter that can be consulted on the website www.etichandvest.be www.etichandvest.be/publications/foldereticnl.pdf Upon Customer’s request, Motionmill may quote for an order to transfer transferable portions of such Website Configuration to another host. Motionmill has signed the deontological eTIC Charter that can be consulted on the website www.etichandvest.be www.etichandvest.be/publications/foldereticnl.pdf Upon Customer’s request, Motionmill may quote for an order to transfer transferable portions of such Website Configuration to another host. Motionmill has signed the deontological eTIC Charter that can be consulted on the website www.etichandvest.be www.etichandvest.be/publications/foldereticnl.pdf
11. Special provisions – training and education
11.1 Registration for a course or education takes place by sending a registration form provided by the contractor by post, fax or email.
11.2 The student who wishes to register at Motionmill for a course in the context of an education or training must pay the course fee before the course starts. The student can cancel this registration, provided that the cancellation is made in writing, at the latest 1 week before the start of the course. In case of cancellation, the student can delegate another person. And that at no extra cost.
11.3 Motionmill can decide not to start a course if the predetermined minimum number of registrations is not reached. If applicable, the course fee paid will be refunded in full to a registered student, but this student is not entitled to compensation.
11.4 In the event of a valid cancellation by the student, an administration fee of EUR 50 is due for each canceled course. If the invoice for this course has already been paid, the course fee will be refunded to the student after deduction of 50 euros administration costs and after deduction of any price of textbooks. Manuals that were purchased or were part of the price will not be taken back by Motionmill.
11.5 The participant is expected to follow the safety instructions and standards. In the event of refusal to comply, liability falls entirely on the participant. Motionmill is not liable for any damage that may be caused to your property during the lesson. You must take care of your belongings at all times.
11.6 The parking fee is not included in the costs.
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