These terms and conditions apply to every offer, quotation and agreement between Jaweed Karimi (0766.630.491), hereinafter referred to as “Nakshine”, and the Customer to which Nakshine has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly agreed by the parties. and has been deviated from in writing.
The present terms and conditions also apply to agreements with Nakshine, for the implementation of which third parties must be involved.
These terms and conditions are also written for the employees of Nakshine and its management. The applicability of any purchase or other conditions of the Customer is expressly rejected.
If at any time one or more provisions in these general terms and conditions are wholly or partially invalid or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. Nakshine and the Customer will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and intent of the original provisions.
If there is a lack of clarity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made ‘in the spirit’ of these provisions.
If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
If Nakshine does not always demand strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Nakshine would to any extent lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.
- Quotations and offers
All quotations and offers from Nakshine are without obligation, unless a term for acceptance has been set in the quotation. If no acceptance period has been set, no rights can be derived in any way from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.
Nakshine cannot be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.
The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless indicated otherwise.
If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Nakshine is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Nakshine indicates otherwise.
A composite quotation does not oblige Nakshine to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
- Contract duration; execution terms, transfer of risk, execution and amendment of the agreement; price increase
The agreement between Nakshine and the Customer is entered into for an indefinite period of time, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a term has been agreed or specified for the performance of certain activities or for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Customer must therefore give Nakshine written notice of default. Nakshine must be offered a reasonable term to still implement the agreement.
Nakshine will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of science known at that time.
Nakshine has the right to have certain activities performed by third parties.
If work is performed by Nakshine or third parties engaged by Nakshine in the context of the assignment at the location of the Customer or a location designated by the Customer, the Customer will provide the facilities reasonably desired by those employees free of charge.
Delivery is ex works of Nakshine. The Customer is obliged to take delivery of the goods at the moment they are made available to him. If the Customer refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, Nakshine is entitled to store the goods at the expense and risk of the Customer. The risk of loss, damage or depreciation passes to the Customer
at the time when goods are available to the Customer.
Nakshine is entitled to execute the agreement in different phases and to invoice the part thus executed separately.
If the agreement is executed in phases, Nakshine can suspend the execution of those parts that belong to a next phase until the Customer has approved the results of the preceding phase in writing.
The Customer shall ensure that all information, which Nakshine indicates is necessary or which the Customer should reasonably understand to be necessary for the execution of the agreement, is provided to Nakshine in a timely manner. If the information required for the execution of the agreement has not been provided to Nakshine in time, Nakshine has the right to suspend the execution of the agreement and/or to charge the additional costs resulting from the delay to the Customer according to the then usual rates. bring. The execution term does not commence until after the Customer has made the data available to Nakshine. Nakshine is not liable for damage, of whatever nature, due to Nakshine relying on incorrect and/or incomplete information provided by the Customer.
If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement it, the parties will proceed to adjust the agreement in good time and in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or direction of the Customer, of the competent authorities, etc., is changed and the agreement is changed in qualitative and/or quantitative terms as a result, this may have consequences. for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. Nakshine will provide a price quote in advance as much as possible. Furthermore, by changing the agreement, the originally stated term of execution can be changed. The Customer accepts the possibility of amending the agreement, including the change in price and term of execution.
If the agreement is changed, including an addition, then Nakshine is entitled to implement it only after approval has been given by the authorized person within Nakshine and the Customer has agreed to the price stated for the implementation and other conditions, including including the time to be determined at which time it will be implemented. Not or not immediately executing the amended agreement does not constitute a default on the part of Nakshine and is not a ground for the Customer to terminate or cancel the agreement.
Without being in default, Nakshine can refuse a request to change the agreement, if this could have qualitative and/or quantitative consequences, for example for the work to be performed or goods to be delivered in that context.
If the Customer should default in the proper fulfillment of what he is obliged to do towards Nakshine, then the Customer is liable for all damage on the part of Nakshine as a result, directly or indirectly.
If Nakshine agrees on a fixed fee or fixed price with the Customer, Nakshine is nevertheless entitled at all times to increase this fee or price without the Customer being entitled to dissolve the agreement for that reason, if the increase of the price arises from a power or obligation under the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable when the agreement was entered into.
- Suspension, dissolution and early termination of the agreement
Nakshine is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Customer does not, not fully or not
on time, circumstances that have come to Nakshine’s knowledge after the conclusion of the agreement give good grounds to fear that the Customer will not fulfill its obligations, if the Customer was requested to provide security for the fulfillment of its obligations under the agreement and this security is not forthcoming or is insufficient or if, due to the delay on the part of the Customer, Nakshine can no longer be expected to fulfill the agreement under the originally agreed conditions.
Furthermore, Nakshine is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature.
That unaltered maintenance of the agreement cannot reasonably be expected of Nakshine.
If the agreement is dissolved, Nakshine’s claims against the Customer are immediately due and payable. If Nakshine suspends the fulfillment of the obligations, he will retain his claims under the law and agreement.
If Nakshine proceeds to suspension or dissolution, he is in no way obliged to compensate damage and costs incurred in any way.
If the dissolution is attributable to the Customer, Nakshine is entitled to compensation for the damage, including the costs, incurred directly and indirectly as a result.
If the Customer does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, Nakshine is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Customer, under of breach of contract, but is obliged to pay compensation or indemnification.
If the agreement is terminated prematurely by Nakshine, Nakshine will arrange for the transfer of work still to be performed to third parties in consultation with the Customer. This unless the termination is attributable to the Customer. If the transfer of the work entails additional costs for Nakshine, these will be charged to the Customer. The Customer is obliged to pay these costs within the aforementioned term, unless Nakshine indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, attachment – if and insofar as the attachment is not lifted within three months – at the expense of the Client, debt restructuring or any other circumstance as a result of which the Client can no longer freely can dispose of its assets, Nakshine is free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. In that case, Nakshine’s claims against the Customer are immediately due and payable.
If the Client cancels an order placed in whole or in part, the work that was performed and the items ordered or prepared for that purpose, plus any delivery, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be fully paid to be charged to the Customer.
- Force majeure
Force majeure situations such as strikes, public unrest, administrative measures, hosting problems, spam attacks or IP blockages and other unexpected events over which Nakshine has no control, release Nakshine, for the duration of the inconvenience and for their scope, from its obligations, without right to any price reduction or compensation for the customer.
If it is concluded in the above situation that it is no longer possible to reasonably fulfill the obligations, the agreement will be reviewed or dissolved in mutual consultation. Any performance already delivered by Nakshine up to the moment of force majeure will still be invoiced.
- Payment and collection costs
Payment must always be made within 14 days of the invoice date, in a manner to be indicated by Nakshine in the currency in which the invoice is made, unless otherwise indicated in writing by Nakshine. Nakshine is entitled to invoice periodically.
If the Customer fails to pay an invoice on time, the Customer is legally in default. The Customer will then owe compensation of 10% per month with a minimum of €75, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment that the Customer is in default until the moment of payment of the full amount owed.
Nakshine has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Nakshine may, without being in default, refuse an offer of payment if the Customer designates a different order for the allocation of the payment. Nakshine can refuse full repayment of the principal, if the outstanding and current interest and collection costs are not also paid.
The Customer is never entitled to set off the amount owed by him to Nakshine. Objections to the amount of an invoice do not suspend the payment obligation.
If the Customer is in default or in default in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Customer. the mood
judicial costs are calculated on the basis of what is customary in Belgian collection practice. However, if Nakshine has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for compensation. Any judicial and enforcement costs incurred will also be recovered from the Customer. The Customer also owes interest on the collection costs owed.
- Retention of title
The goods delivered by Nakshine under the agreement remain the property of Nakshine until the Customer has properly fulfilled all obligations under the agreement(s) concluded with Nakshine.
Items delivered by Nakshine, which are subject to retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Customer is not authorized to pledge or in any other way encumber the items subject to retention of title.
The Customer must always do everything that can reasonably be expected of him to secure the property rights of Nakshine. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Customer is obliged to immediately inform Nakshine thereof. Furthermore, the Customer undertakes to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection to Nakshine on first request. In the event of a possible payment of the insurance, Nakshine is entitled to these tokens. Insofar as necessary, the Customer undertakes in advance towards Nakshine to cooperate with everything that may (prove) be necessary or desirable in that context.
In case Nakshine wishes to exercise its property rights indicated in this article, the Customer gives unconditional and irrevocable permission in advance to Nakshine and third parties designated by Nakshine to enter and take back all those places where Nakshine’s properties are located .
- Warranties, Investigations and Complaints, Limitation Period
The Customer is obliged to inspect the delivered goods (or have them examined), immediately at the moment that the goods are made available to him or the relevant work has been carried out.
In doing so, the Customer should investigate whether the quality and/or quantity of the delivered goods corresponds to what has been agreed and meets the requirements that the parties have agreed in this regard.
Any defects must be reported to Nakshine in writing within seven days of delivery. The report must contain as detailed a description as possible of the defect, so that Nakshine is able to respond adequately. The Customer must give Nakshine the opportunity to investigate a complaint or have it investigated.
If the Customer forwards his complaint in time, this does not suspend his payment obligation. In that case, the Customer also remains obliged to purchase and pay for the otherwise ordered items and what he has ordered Nakshine to do.
If a defect is reported later, the Customer is no longer entitled to repair, replacement or compensation.
If it is established that a good is defective and a complaint has been made in good time, then Nakshine will return the defective good within a reasonable term after receipt thereof or, if return is not reasonably possible, written notification with regard to the defect by the Customer, at the option of Nakshine , replace or arrange for its repair or pay replacement compensation for it to the Customer. In case of replacement, the Customer is obliged to return the replaced item to Nakshine and to transfer ownership thereof to Nakshine, unless Nakshine indicates otherwise.
If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, incurred on the part of Nakshine as a result, will be fully borne by the Customer.
Contrary to the statutory limitation periods, the limitation period for all claims and defenses against Nakshine and the third parties involved by Nakshine in the execution of an agreement is one year.
If Nakshine should be liable, then this liability is limited to what is regulated in this provision.
Nakshine is not liable for damage, of whatever nature, caused by Nakshine relying on incorrect and/or incomplete information provided by or on behalf of the Customer.
If Nakshine should be liable for any damage, Nakshine’s liability is limited to a maximum of twice the invoice value of the order, at least to that part of the order to which the liability relates.
Nakshine’s liability is
in any case always limited to the amount of the payment from his insurer, where appropriate.
Nakshine is only liable for direct damage.
Nakshine is only liable for damage caused by its own work and materials, not for modifications to the original work performed by third parties.
Direct damage is exclusively understood to mean the reasonable costs to determine the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to fulfill the defective performance of Nakshine to the agreement. insofar as these can be attributed to Nakshine and reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. Nakshine is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Nakshine or his managerial subordinates.
With regard to software, the following applies: the flawless functioning of a computer configuration (the entirety of hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning strike, …) and due to factors specific to the computer configuration (defects , network failures, undiscovered errors in system and application software, …), so that unexpected loss of (even all) programs and/or data can occur. The customer undertakes to install appropriate mechanisms for data security, storage and recovery.
The Customer indemnifies Nakshine against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to others than Nakshine. If Nakshine should be addressed by third parties for this reason, the Customer is obliged to assist Nakshine both in and out of court and to immediately do everything that may be expected of him in that case. Should the Customer fail to take adequate measures, Nakshine is entitled to do so itself, without notice of default. All costs and damage on the part of Nakshine and third parties arising as a result will be entirely at the expense and risk of the Customer.
- Intellectual Property
Intellectual Property Rights are understood to mean: all intellectual, industrial and other property rights (regardless of whether they are 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.
Both parties accept that the concept of a website (in particular the structure of the screens of the website, main navigation) will in principle not be protected by Intellectual Property Rights. The Customer may find a similar structure at other sites and web applications developed by Nakshine.
Customer will respect Nakshine’s Intellectual Property Rights at all times and make reasonable efforts to protect those rights. The customer shall immediately notify Nakshine of any infringement by third parties of Nakshine’s Intellectual Property Rights of which it becomes aware.
Corporate identity elements (Logos, photos, illustrations, etc..) which will be used by the customer for the website creation, can be supplied to us via hello@nakshine.
If the conditions are met, the customer has the freedom to use the design for its own publicity or promotion. The usage rights are transferred to the customer after payment of the invoice. Nakshine does reserve the right to publish designs on its portfolio websites.
Nakshine cannot be held liable if the customer provides illustrations, images or texts that are protected by copyright. If Nakshine is sued about this by a third party, the customer will be obliged to indemnify Nakshine and to be responsible for all legal costs that Nakshine has to incur to defend itself against the allegations of third parties.
The material supplied to Nakshine must be the legal property of the customer if copyrights are vested in the supplied material.
Nakshine reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. Nakshine has the right to also use the knowledge gained by the execution of an agreement on its side
or other purposes, insofar as this does not disclose strictly confidential information of the Customer to third parties.
- Governing Law and Disputes
All legal relationships to which Nakshine is a party are exclusively governed by Belgian law, even if an agreement is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
The court in Nakshine’s place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Nakshine has the right to submit the dispute to the competent court according to the law.
The parties will only appeal to the court after they have made every effort to settle a dispute in mutual consultation.