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General terms and conditions of sale

These general conditions of sale concern all the services offered by Headerpop. For certain specific services (Headersoft and Headersoft subscription for example) they will be supplemented by a contract transmitted to the customer at the time of the signature of the estimate.

1. Headerpop Contact

HEADERPOP BVBA
Alfons Gossetlaan 23
1702 Groot-Bijgaarden BELGIUM
Tel : +32 470 82 10 28
VAT : BE0564971847
IBAN : BE97737042835849 – BIC : KREDBEBB

E-mail : headerpop@headerpop.com

2. Quotes and Tariffs

The selling price of the service offered corresponds to the one observed on the quotation. The tariffs are clearly indicated as well as the services corresponding to each mission, either as a flat rate or as hourly rates. Prices are in Euros.

3. Delivery times

For communication, consulting, press relations or IT development projects, the deadlines will be specified in the quotation provided to the client or in the form of a schedule attached to the offer. As far as possible, the proposed intervention will be counted in hours or days of intervention.

For Consulting, community management or project support missions, Headerpop will provide the customer with access to the Monday tool to follow the planning and achievements.

4. Invoicing and payment terms

The sales are invoiced by Headerpop BVBA whose registered office is in Belgium, the invoices are VAT excluded for a company domiciled in the intra-community zone and having a VAT number except for Belgium where VAT applies. For companies domiciled outside the intra-community zone, invoices are exclusive of VAT.

Payments are to be made by transfer to the KBC account of the Headerpop agency: IBAN BE97737042835849 – BIC KREDBEBB

5. Advance payments

The conditions of payment of the amount to be paid are specified on each quotation in the “remarks” field.
The payment of the first instalment constitutes proof of the validation of the quote in its entirety and cannot, under any circumstances, be refunded in the event that the client abandons the project. However, it is possible to modify the estimate according to the circumstances, the progress of the project and following an agreement between the two parties. A new estimate can then be drawn up and the deposit already paid can be applied to this new project.

6. Payment terms

The term of payment is indicated on the invoice and must be respected. If the customer does not pay the invoice in full, HEADERPOP reserves the right to interrupt the services sold.

For all the services, HEADERPOP keeps the intellectual property of the realizations until the complete payment of the due invoices. Once the payment has been made, the rights of use are transmitted within the framework provided on the estimate.

7. Website Hosting and Domain Name

HEADERPOP strongly recommends to the client to subscribe his hosting with a company specialized in website hosting recommended by HEADERPOP.

By opting for the proposed hosting solution, the customer benefits from the assistance offered by HEADERPOP to install and configure his hosting.

HEADERPOP can in no case provide other guarantees than those provided by the hosting company.

In case the customer entrusts the hosting of his website to the proposed host HEADERPOP commits to register the domain name, for a period of 12 months. The domain name is renewable annually at the customer’s expense. The domain name will be registered in the name of the customer who will be the owner.

8. Custom development source code

The client agrees not to modify or have modified the source code of the developments made by HEADERPOP (custom software, web applications, configuration of the CMS), in case of modification of the source code HEADERPOP declines all responsibility if malfunctions appear following these modifications. The source code of the developed software is the exclusive property of the HEADERPOP company and must in no case be copied, duplicated or transferred by the customer. However, a contract for the transfer of rights can be concluded at the request of the customer.

9. Graphic and editorial achievements

Within the framework of the graphic and editorial realizations, in order to allow HEADERPOP to provide an optimum work, the customer commits himself to:

10. Assistance, support and training

Custom software maintenance: we offer 1 year warranty on all our custom developments. In addition, we offer an annual support including hosting on a high-performance secure server, hotline and support from our team of consultants. The price is indicated on the initial quote for the proposed development.

11. Conditions for consulting assignments, support

The consulting services and accompaniment (communication consulting, digital strategy, press relations and community management among others) carried out by HEADERPOP operate within the framework of an agreement:

HEADERPOP commits itself to answer all the customer’s requests and if some of them are not feasible to explain the reasons with precision. Even if HEADERPOP only has an obligation of means and not of result in the framework of consulting missions, the HEADERPOP team commits itself to do its best to meet the expectations and objectives of its client.

HEADERPOP reserves the right to interrupt consulting missions (press relations, editorial marketing advice…) in the following cases:

Should the mission be interrupted for one of the reasons mentioned above, HEADERPOP will stop the mission and invoice the time already spent on the file.

12. Client/contract commitment

The Client is committed to his order as soon as he signs a quote. The execution of the order takes place upon receipt of the deposit, and will be considered as fully executed upon receipt of the total amount due.
The customer commits to provide HEADERPOP with all documents, information and details in order to enable it to carry out the service in accordance with the customer’s needs and wishes.
Contracts for the provision of services can only be interrupted if their execution has not yet begun with the agreement of the customer. Upon acceptance of the services, the Client shall complete and sign the quotation issued by the Designer.

13. Customer warranties

Any computer development with a recognized lack of conformity, reported within 1 year, is subject to a repair, excluding any compensation, for any reason whatsoever.
The customer is therefore covered for 1 year from the date of delivery.
HEADERPOP ensures the training and support of the customer during this 1 year period, notably on the use of the developed software.

Beyond the 1 year follow-up, HEADERPOP will remain at the customer’s disposal to answer technical questions related to the website or any other invoiced service.

14. Privacy

Scope of confidentiality

Each Party shall keep strictly confidential all data and information of any nature whatsoever belonging to or held by the other Party, which the latter has expressly identified as confidential or which is manifestly non-public, made available to the receiving Party by the sending Party or of which the receiving Party may have become aware in the course of the performance of the Contract (hereinafter referred to as “Confidential Information”). In the event of doubt on the part of the Receiving Party as to the confidential or public nature of information belonging to or held by the Transmitting Party, the Receiving Party shall question the Transmitting Party on this subject. The Parties agree that the content of the Contract, all documents issued in execution of the Contract, the tools, methods and know-how of the SERVICE SUPPLIER and the CLIENT’s files and data are Confidential Information.

Obligation of Confidentiality

Each Party agrees not to use the Confidential Information of the other Party for any purpose other than the performance of its obligations under the Contract and agrees not to disclose such Confidential Information to any person other than those who need to know it in order to perform the Contract. Each Party shall ensure that the holders of shares in its share capital, its corporate officers, its employees and its co-contractors who need to know Confidential Information in order to perform the Contract shall be bound by an obligation of confidentiality of the same scope as this obligation before any disclosure of Confidential Information to them. Each Party undertakes to ensure that the holders of shares in its share capital, its corporate officers, its employees and its co-contractors comply with this obligation of confidentiality. Each Party may communicate, under an obligation of confidentiality, the Contract and related documents to its insurer, its financial or banking partners and its statutory auditors.

CONFIDENTIALITY EXCEPTIONS

This obligation of confidentiality shall not apply to information which was already lawfully in the possession of the receiving Party prior to its disclosure by the transmitting Party; which has been provided to the receiving Party through no fault of its own and lawfully by a third party; or which has or will become publicly available through no fault of its own and lawfully; which the receiving Party would be obliged to disclose by a legal obligation or an enforceable court decision, but only to the extent necessary to comply with that legal obligation or court decision and subject to having informed the issuing Party in writing as soon as possible after becoming aware of that obligation to disclose.

15. Client Services

During the realization of the work HEADERPOP will provide the client with a set of monitoring and communication tools. HEADERPOP commits to keep the client informed throughout the realization process.
The client will be able to consult the online workspace during the development of a site or application, and is assured of a complete and personalized follow-up of each of his orders.
HEADERPOP will remain at the customer’s disposal to advise and answer technical questions related to the website and any other service ordered.
Within the framework of an annual service or a subscription, the conditions of supply of the service will be specified to the customer in the offer and from the beginning of the service during a working meeting.

16. Copyright

The customer certifies that the “material” (photos, videos, sounds…) used or provided to HEADERPOP for use is free of rights, is not illegal and does not violate in any way the rights of third parties.
The customer will indemnify HEADERPOP in the event of any third party claim regarding the use of the services created by HEADERPOP. HEADERPOP will not be held responsible for damages incurred by a user as a result of a modification of the site made by the customer or a user outside of HEADERPOP staff.
The customer assumes full responsibility for any dispute that may result from any use that violates the copyright rights of third parties. The customer will not in any way challenge HEADERPOP and will assume the following responsibilities
all complaints, judgments and payments that HEADERPOP company could suffer because of this violation.

17. Intellectual property rights

The author of a literary or artistic work shall alone have the right to reproduce it or to authorize the reproduction thereof, in any manner and in any form whatsoever, whether direct or indirect, temporary or permanent, in whole or in part.
This right shall include in particular the exclusive and non-transferable right to authorize its adaptation. The right to integrity, or the right to respect for the work, enables the author to oppose any modification or distortion of his work.
Thus the source codes of the software and custom-made computer developments as well as the source files of the graphic realizations are not included in the invoiced services. They can be supplied on request and will be subject to additional invoicing.
Thus certain economic rights (reproduction, distribution, transfer) may be transferred against invoicing and by means of a rights transfer contract which will stipulate the conditions.
The economic rights of the video works, photos, graphics, software are to be negotiated in addition to the initial estimate which provides for the realization of the work within the framework limited to the communication of the customer. The client may not transfer or modify the work without the author’s authorization.

18. In the event of a litigation

This agreement will be governed and interpreted according to the laws of the place where HEADERPOP’s head office is located without regard to the conflict of laws provisions that apply there. The parties hereby irrevocably and unconditionally consent to the jurisdiction and venue of the courts of the Province of Quebec.
The court of first instance shall have jurisdiction over all courts of competent jurisdiction to hear appeals from such courts of first instance.

19. Force majeure

HEADERPOP is not responsible in particular in the event of fire, illness, floods, theft, interruption of the supply of energy, raw materials or spare parts, as well as total or partial strikes of any nature hindering the smooth running of the company, such as transport strikes, postal services… The occurrence of a case of force majeure has the effect of suspending the execution of the contractual obligations established between the customer and HEADERPOP.

20. Application of the General Terms and Conditions of Sale

The present General Terms and Conditions of Sale apply to all services and/or products offered for sale by the company HEADERPOP for the “customer”. The fact that a natural or legal person orders a service or product implies full and complete acceptance of the present General Terms and Conditions of Sale. They will be attached to the specific conditions of the customer’s contract and will prevail, if necessary, over any other version and over the customer’s own purchase or other conditions.
HEADERPOP offers development services / hosting of websites / Internet components called web services comprising several sections named and divided into modules, as well as various options. On the other hand HEADERPOP also offers services of graphic creation and design and visual communication and consulting services.

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