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Business: djm digital SA
Head office: Lorette Gate 78a, 4600 Vise
VAT: BE 0887.547.822
Publishing director: Dominique Maes
Editor-in-chief: Dominique Maes
Webmaster of the site: DJM Digital
Version 2.3: updated on 10-08-15
The company djm digital SA established at Rue Porte de Lorette 78a, 4600 VISE, hereinafter referred to as djm digital, undertakes to create a website intended to be used by the customer on the Internet.
1.1 — For the services described in this contract and its amendments, the customer will pay djm digital SA for the work carried out in accordance with the price offer attached to this contract and signed by the customer and djm digital SA.
1.2 — By accepting this contract, the customer confirms that he has read the following conditions of sale and that he accepts them without restriction.
1.3. — Unless otherwise agreed in writing between djm digital SA and the customer, the following terms of sale apply. Unless otherwise agreed in writing, these conditions replace the customer's general terms and conditions of purchase.
1.3.1. — ORDER. When accepting the Services, the Customer must in principle fill in and sign an order form issued by djm digital NV or by the Customer. Given the current use of the fax, the customer expressly acknowledges that an order or contract signed by the customer and sent by fax has the same value as the original document. In the event that the customer cancels the services of djm digital SA after signing and receiving a purchase order or contract, a percentage of 30% of the total amount of the invoice will be invoiced as damages and compensation for the services rendered.
1.3.2. — COMPLAINTS: To be valid, any complaint must be sent in writing to the head office of djm digital NV within three days of receiving the invoice. If no complaint is registered within this period, the work and delivery are considered to be fully accepted by the customer. Any problem invoked by the customer concerning an addition or part of the work done does not entitle the customer to suspend payment for the work completed.
In the event of a dispute, all amounts due, including those corresponding to the disputed services, must be paid in accordance with the agreed schedule. After this period, the customer is deemed to have accepted the statements presented to him. Customer disputes will then no longer be admissible.
1.3.3. — PAYMENT: Unless otherwise agreed in writing by djm digital SA, payment for the services rendered must be made according to the following methods (A- Web, B-Mobile):
1.3.3. — A. Web projects and web applications
ADVANCE PAYMENT. 25% in cash at the time of order,
1st INTERMEDIATE INSTALLATION 25% in cash when validating the design of the home page,
2nd INTERMEDIATE PAYMENT 25% in cash when the site (yourdomain.djm.eu) is put online in “beta”,
BALANCE 25% to 30 days after the “beta” launch of the site (yourdomain.djm.eu)
Any start of a project is subject to the prior and full payment of advance payments. Any other conditions will be included in the order form established by djm.
1.3.3. — B. Mobile applications and mobile applications
ADVANCE PAYMENT. 50% in cash, upon order
INTERMEDIATE PAYMENT. 30% in cash, before delivery of the BETA version (APK or Testfly link or internet link).
BALANCE. 20% payment within 30 days of the billing date, when the Apps are published in the store or put online on the servers.
Any start of a project is subject to the prior and full payment of the deposit. Any other conditions will be included in the order form established by djm.
Invoices not paid by the agreed deadlines will systematically be increased by late interest of 1.7% per month of delay, with a minimum of €100 per invoice, as well as all costs incurred by djm digital SA as a result of the late collection of these invoices.
1.4. — The compensation (s) is (are) payable within thirty (30) days following receipt of the invoice detailing the terms of this agreement and the work carried out.
2.1. — djm digital SA declines all responsibility for any interruption of service or loss of data caused by an Internet access provider that is not directly linked to it.
2.2. — Unless otherwise agreed, the customer must provide his own Internet connection.
3.1 — Any computer code written to be used by the customer remains the property of djm digital SA. Any information stored in djm digital SA's material is presumed to be the exclusive property of the customer. If this is not the case, the customer is assumed to have concluded the agreements necessary for the use of this material. This material includes, among other things, all text, graphics, logos, photos, and audio and video files. At the written request of djm digital NV, the customer must present proof of ownership of said material.
4.1 — djm digital SA guarantees the absolute confidentiality of information belonging to the customer and used by him in relation to third parties. No content or information will be disclosed to a third party without the express written authorization of the customer.
4.2 — Both the customer and djm digital SA undertake not to disclose confidential information, in particular access codes and passwords, financial information, billing data and information relating to hardware, software and service.
5.1. — The customer confirms that the material used or made available to djm digital NV for use is not illegal and does not violate the rights of third parties in any way.
5.2. — djm digital SA guarantees that the software and the elements created and provided to the customer respect the rights of third parties and are not illegal.
5.3. — The customer guarantees djm digital SA against any claim from third parties concerning the use of the website created by djm digital SA.
5.4. — S.A. djm digital cannot be held responsible for any damage suffered by a customer following a modification of the site made by the customer or an Internet user or any person other than the staff of S.A. djm digital.
6.1. — The customer is required to promptly inform djm digital NV of any event or circumstance and to provide all information relating to this contract, which could lead to a claim or complaint against djm digital NV by a third party.
6.2. — The customer will defend, indemnify and hold djm digital NV and all personnel employed by djm digital NV safe from any claim resulting from:
any damage to persons or property caused by an item sold or advertised and concerning customer information stored on a djm digital SA server;
any defamatory or illegal material or characterized as such, placed by the client on a djm digital SA server;
any material that violates or is purported to violate the property rights of a third party;
any claim by a third party resulting from the access or use by a third party of customer information.
7.1. — None of the parties to this agreement may solicit the employees or consultants of the other party for a period of ninety days.
8.1. — The customer accepts that his website is used by djm digital NV as a commercial reference.
9.1. — This contract is valid until the completion of the website as mentioned above. Prior to the expiration of this contract, a written agreement may be concluded at any time for its renewal under the same conditions.
9.2. This contract may be terminated at any time if any of the above provisions are not respected. It can be terminated immediately if the actions or the content of the documents provided by the Customer constitute an unjustifiable danger to djm digital AG's systems.
9.3. — If this contract is terminated without valid reason before its normal expiry date under the provisions referred to herein, compensation of 30% of the total amount of the invoice may be invoiced as damages and compensation for the services rendered.
All costs associated with the collection of the customer's claims by judicial means are recovered from the customer.
In the event of a dispute, only the court of Liège is competent.
The company djm digital SA, hereinafter referred to as djm digital SA, undertakes to host a World Wide Web site intended to be used on the Internet for “the customer”.
1.1 — The purpose of these general terms and conditions is to define the technical and financial conditions under which djm digital SA undertakes to host the client's website on its server platform.
1.2 — The order form details the various subscription options for the preparation by djm digital SA of the server platform space reserved for the client. Any modification of the subscription options requested by the customer must be the subject of a prior written request to the sales department of djm digital SA.
1.3. — The customer expressly acknowledges that djm digital SA does not participate in any way in the design, development and implementation of the customer's website or its management and administration tools.
2.1. — The djm digital SA server platform is accessible to the general public via the Internet via the Internet by means of computers connected to this network. djm digital SA undertakes, within the framework of an obligation of means, to provide all the care and diligence necessary to provide a quality service in accordance with professional practices and the state of the art.
2.2. — djm digital SA is committed to: — striving to provide access 24 hours a day, every day of the year. In case of absolute necessity, djm digital SA reserves the right to interrupt the server in order to carry out technical maintenance or improvement operations to ensure the proper functioning of its services. djm digital SA will then inform the customer, as far as possible, 5 days in advance of the nature and duration of the intervention so that the customer can make arrangements. — djm digital SA ensures that the quality of its tools is maintained 5 days in advance of the nature and duration of the intervention so that the customer can make arrangements. — djm digital SA ensures that the quality of its tools is maintained at the highest level.
2.3 — djm digital SA provides the IT capacity, security equipment and software necessary for the operation of the Internet service offered by the customer by ensuring the optimal availability of its hardware and software resources and its staff. djm digital SA strives to provide a sufficient quality of access to provide a sufficient quality of access to follow the evolution of its customers' service traffic. In the event of a rapid increase in traffic, djm digital SA may be dependent on delivery times from hardware manufacturers or on the installation of Internet connections or on the writing of new software.
2.4. — djm digital SA undertakes to take all reasonable precautions to ensure the physical protection of the data and programs entrusted to it by the customer. Backups are done daily and are kept for 30 days. In the event of loss or partial destruction of these documents by its own fault, djm digital SA must reconstitute them, at its expense, from the information supports provided by the customer.
3.1 — The prices of the hosting packages and options provided by djm digital SA under the djm digital SA hosting contract are subject to several rates established according to the nature of the services provided. The current rates are available online at www.djmdigital.be or on request from djm digital SA. The prices of the accommodation packages and options are mentioned in the order form: they do not include taxes and are payable in euros.
3.2. — Invoices are payable in advance and upon receipt of the invoice for an annual period. Any duties and taxes applicable to these prices will be invoiced in addition, on the date they come into force.
3.3. — djm digital SA reserves the right to revise its prices at any time, subject to informing the customer by e-mail or by an online warning on the site www.djmdigital.be one month in advance if the new prices are less favourable to the customer. In this case, notwithstanding article 9 — Termination, the customer will have a period of one month from this information to cancel this contract. Otherwise, the customer will be deemed to have accepted the new rates. The price changes apply to all contracts and in particular to those in progress.
3.4. — The client and his third party payer are jointly responsible for the payment of all amounts invoiced under the djm digital SA hosting contract.
3.5. — By express agreement and unless delayed in due time and granted by djm digital SA in an express and written manner, the total or partial non-payment by the due date of any sum due under the contract results automatically and without prior notice and without prior notice and without prejudice to article 9 — Termination: — the immediate payability of all amounts remaining due by the customer under the contract, regardless of the method of payment provided for. — invoicing to the customer a late payment interest equal to a monthly rate of 2% (i.e. 24% per year), the interest being due by the mere fact of the expiration of the contractual period. Interest is calculated pro rata temporis over the period of one month. — the suspension of all current services, regardless of their nature, without prejudice to the right of djm digital SA to terminate the contract as stipulated in article 9 — Termination.
3.6. — Any disagreement concerning the billing and the nature of the services must be expressed by a reasoned letter, sent by registered mail with acknowledgement of receipt within 3 days following the date of the invoice. In the absence of a reasoned letter by registered mail with acknowledgement of receipt, the customer will be deemed to have accepted the invoice.
3.7. — In the event of a dispute, all amounts due, including those corresponding to the disputed services, must be paid in accordance with the due dates. After this period, the customer will be deemed to have accepted the invoices presented to him. The customer's disputes will then no longer be admissible.
4.1 — The various hosting solutions offered by djm digital SA include, in the form of an annual package, a certain volume of traffic corresponding to a data transfer expressed in MegaBytes (MB).
4.2 — The customer must ensure that they respect the volume of traffic authorized by the accommodation package and the options to which they have subscribed.
4.3. — In order to avoid any overrun, the customer may request by email or fax to djm digital SA to temporarily suspend access to its site.
4.4 — In the absence of a request for suspension of any kind whatsoever, the customer is deemed to have accepted the data transfer overrun and the corresponding billing.
4.5. — Any excess of the monthly data transfer volume will be subject to additional billing based on the number of Megabytes (MB) transferred and as recorded by the site's statistical table, which alone will prevail in the event of a dispute between the parties.
4.6. — The concept of traffic also comes into play when an email campaign is sent. A maximum of 10,000 emails per year is allowed at no additional cost.
5.1. — djm digital SA undertakes to make every effort to ensure that the hosting service is provided to the customer in optimal conditions, except in the case where an interruption of the service is expressly requested by a competent administrative or judicial authority.
5.2. — djm digital SA is not responsible in the following cases: — deterioration of the application due to the customer, — incorrect use of the terminals by the customer or its customers, — partial or total destruction of the information transmitted or stored following errors attributable directly or indirectly to the customer.
5.3. — The customer acknowledges that the software used on the server platform is a particularly complex field of computer technology and that it is not possible, in the current state of knowledge, to test or experiment with it in all its possible applications. The customer therefore undertakes to accept the risk of imperfections or unavailability of the server platform within reasonable limits, without this constituting tolerance on the part of djm digital AG. djm digital AG will always endeavour to remedy malfunctions as quickly as possible and to make the necessary corrections accordingly, as well as to improve the performance of the existing software in accordance with the evolution of computer technology.
5.4. — Given the high technological level involved in the provision of the hosting service under this agreement, djm digital SA is bound by an obligation of means and undertakes to take all reasonable care in the execution of the hosting service. djm digital SA only guarantees that it will perform its hosting service in accordance with the technical specifications of each software, within the limits of proven computer technology and that has been sufficiently tested and experienced to date, which the customer recognizes to have knowledge.
5.5. — Due to the nature and characteristics of the Internet, which the customer declares to know perfectly well, djm digital SA cannot be held responsible, in particular — for the content of the information transmitted, disseminated or collected, for their use and updating, as well as for any files, as well as any files, in particular addresses, in particular addresses, but also for sounds, texts, images, images, form elements, data accessible on the site, as well as any files, in particular addresses, in particular addresses, but also for sounds, texts, images, forms, data accessible on the site for any reason or. — difficulties in accessing the hosted site due to total or partial non-compliance with an obligation, to the failure and/or saturation at certain times of the operators of transport networks to the Internet and in particular of its access provider (s). — contamination by viruses of the client's data and/or software, whose protection is the responsibility of the latter. — malicious intrusion by third parties on the client's site, despite the reasonable security measures put in place by djm digital SA. — damage to equipment connected to the server platform, which is the sole responsibility of the latter. — malicious intrusion by third parties on the customer's site, despite the reasonable security measures put in place by djm digital SA. — damage to equipment connected to the server platform, which is the sole responsibility of the latter customer. — the possible misuse of words from password, confidential codes and, more generally, any information of a sensitive nature for the customer.
— Indirect damages, i.e. all those that do not result directly and exclusively from the partial or total failure of the service provided by djm digital SA, such as commercial damage, loss of orders, damage to brand image, commercial trouble of any kind, loss of profits or customers (for example, untimely disclosure of confidential information concerning them as a result of a defect or hacking of the system), for which the customer will be his own insurer or may take out appropriate insurance. Any action brought against the customer by a third party constitutes indirect damage and therefore does not give the right to compensation.
5.6. — The compensation due by djm digital SA in the event of a failure in the hosting service resulting from a fault established against it will correspond to the direct, personal and certain damage related to the failure in question, with the express exclusion of indirect damage.
5.7. — In any event, the amount of damages for which djm digital SA could be held responsible, if its liability is retained, will be limited to the amount of the amounts actually paid by the customer to djm digital SA and/or invoiced to the customer by djm digital SA and/or to the amount of the sums corresponding to the prices of the hosting packages and options, for the part of the service for which djm digital SA was held responsible.
6.1. — The customer acknowledges having verified the adequacy of the service to his needs and having received from djm digital SA all the information and advice necessary to subscribe to this contract in full knowledge of the facts.
6.2. — The customer acts as an independent entity and therefore assumes the risks and dangers of its activity alone. The customer is solely responsible for the hosting services subscribed to and for its site, for the content of the information transmitted, disseminated or collected, for their use and updating, as well as for all files, in particular address files.
6.3. — The customer undertakes in particular to respect the rights of third parties, in particular personality rights, the intellectual property rights of third parties such as copyright, patent or trademark rights.
6.4. — The customer undertakes, under penalty of immediate termination of his subscription by djm digital SA (without prejudice to article 9 — Termination), not to make racist, sexist or hateful comments through the use of his site, not to send SPAM (massive sending of messages to people who do not want them), and to respect the rules of use of the Internet (Netiquette). In addition, djm digital SA reserves the right to close a site deemed inappropriate without notice or compensation of any kind.
6.5. — The customer therefore declares to fully accept all legal obligations arising from the ownership of its services and that djm digital SA cannot be held liable in this respect for any reason whatsoever, in particular in the event of violation of the laws or regulations applicable to the customer's services. The customer declares that it has obtained all necessary copyright authorizations, in particular from copyright distribution companies that may be required. The customer undertakes to indicate the identity of the owner or author of the web pages on his site.
6.6. — Failure by the customer to comply with the above points and, in particular, with any broadcast content likely to incur civil and/or criminal liability, authorizes djm digital SA to disconnect and/or interrupt the customer's services without delay and without notice and to immediately and without notice terminate the contract and to immediately and automatically terminate the contract, without prejudice to the right to any damages that djm digital SA could claim. In this case, the customer undertakes to pay the amounts remaining due on the date of cancellation, minus the amounts already invoiced and collected.
6.7. — The customer undertakes to comply with all legal and regulatory requirements in force, and in particular those relating to information technology, files and freedoms, and in particular to make any declaration of treatment to the National Commission for Information Technology and Freedoms (C.N.I.L.).
6.8. — The customer also undertakes to take out all necessary insurance from a solvent organization in order to cover any damage that may be attributable to it in the context of this contract or its execution.
6.9. — The customer guarantees djm digital SA against any recourse by third parties in relation to the content of the information transmitted, broadcast or reproduced, in particular those resulting from an infringement of personality rights, property rights relating to patents, trademarks, designs and models, or to copyright, or to copyright, or those resulting from the use of information provided by the customer, to copyright or to those resulting from an act of unfair or parasitic competition or from a violation of public order, ethical rules governing the Internet, to good morals, respect for privacy (image rights, confidentiality of correspondence, etc.) or to the provisions of the criminal code: The customer will indemnify djm digital SA for all costs, charges and expenses that djm digital SA would have to bear as a result of this fact, including the reasonable fees and expenses of the advice of djm digital SA, even if a court decision is not final.
6.10. — The customer undertakes to pay directly to djm digital SA the amounts that the applicant would claim from him. In addition, the customer undertakes to intervene at the request of djm digital SA in any proceedings initiated against the latter and to indemnify djm digital SA for all judgments that may be pronounced against it in this respect. Consequently, the customer agrees to take personal responsibility for any claim and/or procedure, regardless of the form, object or nature, that would be brought against djm digital SA and that would relate to the obligations incumbent on the customer under this contract.
6.11. — The customer authorizes djm digital SA to communicate the conditions of access to the platform to its site creator, listed as a Domicile partner, whose contact details are specified in the order form. The customer is the owner of the access codes and can obtain them on request from djm digital SA. The customer is fully and exclusively responsible for the passwords that djm digital SA provides to his service provider or to himself.
6.12. — The customer alone will bear the consequences of the malfunctioning of the hosting service following any use, by members of his staff or by any person to whom the customer has provided his password (s), not in accordance with the instructions for use provided to him by djm digital SA. Likewise, the customer alone will bear the consequences of the loss of the aforesaid password (s). The customer will ensure that members of its staff who are in contact with djm digital SA are trained in the operation of Internet services.
7.1. — If the execution of the Contract, or any obligation of djm digital SA hereunder, is prevented, limited or interfered with due to a fire, an explosion, a failure in the transmission network, a collapse of installations, an epidemic, an epidemic, an earthquake, an earthquake, an earthquake, an earthquake, an earthquake, an earthquake, an earthquake, a flood, a power outage, a war, an embargo, a law, an injunction, a request or demand from any government, strike, boycott, or any other circumstance beyond the reasonable control of djm digital SA” Force Major “, then djm digital SA will be released from its obligations.
7.2. — In such cases, djm digital SA will be released from the execution of its obligations to the extent of the impediment, limitation or disturbance. The customer is also exempt from performance insofar as the obligations of this party are related to the performance thus prevented, restricted or disrupted, provided that the affected party does its best to avoid or remedy these causes of non-performance and that both parties proceed promptly as soon as these causes have ceased or been eliminated. The party affected by a force majeure event must keep the other party regularly informed of the forecasts concerning the suppression or reoccurrence of this force majeure event.
7.3. — The obligations arising from this contract will be suspended for the duration of the force majeure.
7.4. — If the effects of a force majeure event last longer than two months, the contract may be automatically terminated at the request of either party, without the right to compensation on either side.
ARTICLE 8: THE DURATION OF THE CONTRACT
8.1. — djm digital SA will host the client's website on its server platform from the date of receipt of the purchase order. djm digital SA will acknowledge receipt of the “Order Form” to the customer by email. Access to the server platform triggers billing.
8.2. — If djm digital SA does not receive the original order form by post, dated and signed by the customer, within one month after djm digital SA has received the order form by fax, djm digital SA may declare this contract null and void. After this period, djm digital SA and the customer will be released from any obligation arising from this contract, without compensation on either side. In this case, the customer nevertheless remains liable to djm digital SA for the hosting packages and options subscribed for the past period.
8.3. — The hosting contract is concluded for a period of one year from the date of receipt by djm digital SA of the completed, dated and signed order form.
8.4. — This contract is renewable by tacit renewal for an identical period, unless cancellation is notified by registered letter with acknowledgement of receipt, three months before the current contractual expiry date.
9.1. — Each party may terminate the accommodation contract by operation of law and without compensation in the event of Force Majeure under the conditions provided for in article 9 — Force Majeure of these general conditions.
9.2 — Each party may terminate the accommodation contract on the anniversary of its entry into force by registered letter with acknowledgement of receipt, with three months' notice.
9.3. — In the event of a breach by either party of any of its obligations under the unrepaired accommodation agreement within 15 days from either a registered letter with acknowledgement of receipt sent by the complaining party notifying the breaches in question, or any other authentic form of notification sent by the said party, or any other authentic form of notification sent by that party, the agreement will be automatically terminated, without prejudice to any damages that may be claimed from the defaulting party.
9.4. — The date of notification of the letter containing the breaches in question is the date of the postmark when the letter was first delivered.
9.5. — If djm digital SA terminates the contract under the conditions provided for in paragraph 9.3, the Customer will pay djm digital SA compensation equal to one and a half times the amount of the amounts that djm digital SA would have received if the contract had been normally executed, based on the average turnover calculated over the last three months.
9.6. — At the end of the contract, for any reason whatsoever, the customer must, without delay, cease all use of djm digital SA software or destroy, according to djm digital SA's instructions, the documents or elements considered confidential by djm digital SA.
10.1. — The software, databases, management tools and the djm digital SA platform are the full and complete property of djm digital SA. They are part of its commercial secrets and confidential information, regardless of whether or not the elements that compose them are patented or protected by copyright or in any other way under current legislation.
10.2. — djm digital SA software is recognized by the customer as an intellectual property that the customer and its staff are required to treat as such by refraining from — translating or transcribing the software and/or documentation into any other language or language, adapting them or adding any object that does not comply with their specification.
10.3 — The customer does not acquire any rights to the djm digital SA brand. Neither party acquires intellectual property rights in the other party's databases or in its brands, concepts, screens, graphics, or software.
11.1. — Each of the parties considers confidential, during the term of the contract and after its expiration, information, documents, systems, systems, know-how, formulas or data of any kind from the other party that it would have become aware of during the execution of the contract, and is prohibited from disclosing them to any third party whatsoever, as well as from using them outside the needs of the contract.
11.2. — In particular, each party is prohibited from communicating to third parties, other than its personnel duly responsible for the operation of hosting services, any confidential information whatsoever relating to djm digital SA's software, to the expertise of djm digital SA, and more generally any information relating to their business secrets (in particular intellectual property rights). Each Party shall take all necessary measures to ensure that this obligation of secrecy is fully respected by its personnel.
12.1. — The customer is not authorized to assign, transfer, transfer, delegate or license the rights and obligations arising from the contract, in any form whatsoever, to another company, except with the prior written consent of djm digital SA.
13.1. — The general conditions and the online order form prevail over the general conditions and the printed order form.
13.2. The parties agree that djm digital SA may, by operation of law, modify its service without any formality other than informing the customer by means of an online warning and/or including its changes in the online general terms and conditions.
13.3. Any modification or introduction of new formulas and accommodation options will be the subject of online information on the site located at the URL www.djmdigital.be or an email sent to the customer. In this case, the customer may, by way of derogation from article 9 — Termination, terminate the contract within thirty days following the entry into force of these changes.
The nullity of one of the clauses of the accommodation contract pursuant to a law, a regulation or following a decision of a competent court which has become final will not result in the nullity of the other clauses of the accommodation contract which will maintain their full effect and scope.
15.1 — The accommodation contract is subject to Belgian law and only the courts of Liège are competent.
