General Terms and Conditions

1. Applicability

1. These general terms and conditions apply to all offers, proposals and invoices prepared by and agreements entered into by SWIFT AGENCY BV (hereinafter “Supplier”), a legal entity incorporated under Belgian law with its registered office at Noorderlaan 98 box 6, 2030 Antwerp and registered with company number ON BE 0746.652.847. 

 

2. The Client shall include these Terms of Sale with documents and descriptions of each specific order.

3. Purchase or other conditions of the Customer shall not apply unless expressly accepted in writing by the Supplier.

2. Offer and Agreement

1. We speak of an Agreement between the Supplier and the Customer as soon as the Customer accepts a prepared quotation by signing, whether digitally or not, by any other confirmation by the Customer or after the Customer’s request to start the work. This includes oral commitment or commitment using any electronic means of communication.

2. Any quotation prepared is valid only for the person(s) to whom it is addressed.

3. The period of validity of a quotation is always stated on the quotation itself. If not, 30 calendar days from the date of dispatch will be recorded as the period of validity.

3. Commitment of effort & delivery

1. Completion is standard according to the agreed deadline, but this deadline is only indicative. The Supplier retains the right to postpone delivery for qualitative reasons, but must notify the Customer in writing.


2. The Customer bears the responsibility to provide information, cooperation and input regarding the services and works to be provided or delivered by the Supplier, correctly and in a timely manner.


3. Services related to software development are considered provisionally delivered and accepted as soon as they are presented to the Client for testing. This provisional acceptance shall become final without written notice to the contrary after 6 weeks, which means that additional changes will be invoiced by the Supplier on a time and materials basis.


 Video projects shall be completed within 100 calendar days of the signing of the quotation, unless otherwise agreed in writing. Thereafter, the full amount of the quotation, plus costs already incurred for the purpose of the performance, will be invoiced. In the event of a lack of information, cooperation or input from the Customer (due to any reason), the Supplier shall have the right to execute, finalize and deliver the project at its discretion.

 

4. Duration and termination of the Agreement.

1. Unless otherwise stated, each Hosting Agreement has an initial term of 1 year. This term is tacitly renewed annually and is terminable at least 3 months before the end of each year.

2. Any Hosting Agreement will automatically and by operation of law be terminated in the event of bankruptcy of Customer or Supplier. Services already performed remain due and payable.

3. Each order is binding as soon as the quotation is signed by the customer. Cancellation fees apply at a rate of 50% for cancellation within 10 working days of signing the quote and 100% for cancellation later than 10 working days of signing the quote. All costs already incurred for the purpose of the performance shall also be invoiced.

4. Complaints concerning performance must be made by registered letter within 8 days of receipt of the invoice, stating the reason for dispute.

5. The responsibility of the supplier is limited to the return or partial return of the price received for the non-conforming part of the order. The supplier disclaims any further responsibility, including for any damage caused to persons or goods by delivered or sold merchandise

6. Each assignment shall have a maximum duration of 6 months, unless otherwise agreed in writing. After those 6 months, the entire project is considered completed and billed.

7. Late delivery of texts and models, corrections, proofs and the like, by the customer, as well as the late giving of the order for final version may extend the delivery period and increase the costs.

5. Recourse to third parties

1. For certain services, the Supplier cooperates with specialized partners (e.g. for hosting).


2. At the request of the Customer, the Supplier may take over the management of services or software provided or developed by a third party. The Supplier can never be held responsible or liable for any errors committed by this third party.

3. At the request of the Customer, the Supplier may link its solutions to other systems managed by the Customer or a third party. The Supplier can never be held responsible or liable for unavailability of or errors directly or indirectly caused by such external systems.

6. Liability

1. The Customer shall respect the applicable legal provisions and any contractual obligations, and shall indemnify the Supplier against all direct and indirect damages and costs caused by any infringements committed by the Customer, as well as claims by third parties. This indemnification shall continue to apply after the termination of the Agreement.

2. In the event of misuse of the services by the Customer or third parties, the Supplier reserves the right to temporarily or permanently deny the Customer access to the services.

3. The Customer expressly acknowledges that the Supplier can only be held liable for damage as a direct result of intentional and culpable fault on the part of the Supplier.

4. The Supplier shall not be liable for indirect losses of the Customer such as, among others: a loss of sales and profits, loss of customers, loss of market value and reputation, loss of information and data, …. In any case the liability shall be limited to the amount equal to the invoice amounts of the last three months (excluding amounts invoiced to the Customer for the execution of the order by third parties as referred to in article 7.4 of these General Terms and Conditions) or the re-execution of the services, at the discretion of the Supplier. The amount shall in any case never exceed the limits of the liability insurance taken out by the Supplier.

7. Payment & Rates.

1. Invoices are payable within 14 days of the invoice date. Invoices are delivered electronically to the Principal

2. At the request of the Client, a translation of the invoice can be delivered.

3. Invoices may only be lawfully protested within 30 calendar days of the invoice date via email to administration@www.swift.be.

4. If the invoice remains unpaid on the due date, the Principal shall be liable, ipso jure and without notice of default, for contractual interest on arrears at the rate determined in implementation of Article 5 of the Law of 2 August 2002 on combating payment arrears in commercial transactions. In this case, the Client shall also owe a fixed compensation of 10% of the invoice amount, with a minimum of EUR 150.

5. If the Supplier engages third parties (Google, Facebook, …) for the execution of the order, the costs charged by these third parties shall always be charged to the Customer in full, with a minimum margin of 2.5%. The Supplier is entitled to request a (periodic) advance payment of these costs or to pre-invoice them in whole or in part.

6. The Supplier shall have the right to terminate the Agreement or the entire cooperation immediately without paying any compensation if the payment delay on an invoice exceeds 60 days.

7. The supplier is free to charge rate changes to the client. However, the customer shall then have the right to terminate the agreement prematurely by written notice with immediate effect during fourteen days after the effective date of the rate changes.

8. Non-exclusivity and non-recruitment

1. The Supplier is free to provide services to competitors of the Customer. The Supplier shall ensure that – to the extent possible – other persons work for both Customers.

2. The Customer shall refrain from recruiting or employing employees, directors, managers or permanent independent service providers of the Supplier in service at the date of termination of the Agreement or who were employed up to 12 months prior. This provision shall remain in effect for 12 months after termination of the Agreement. Any breach will give rise to the payment of liquidated damages of EUR 50,000.

9. (Managed) hosting conditions

1. The Supplier shall provide hosting of the Customer’s website, emails and other software packages for the duration of the Agreement.

2. The Client shall indemnify The Supplier from any legal claims relating to the data posted by The Client.The Supplier is not responsible for the content of The Client’s site unless there is a different agreement on this. Damages caused by incompetence, illegal actions and spamming by the customer shall be borne by the customer.

3. Client agrees to limited rights to server level management facilities. The supplier shall provide additional work within the agreement or by direction.

4. The supplier reserves the right to shut down hosting in the event of non-performance by the customer and after a warning. The supplier reserves the right to remove or close down hostings that are endangering the functioning.

5. With managed hosting, the provider is responsible for functional updates to a website (wordpress). The client hereby agrees that functionality can be shielded. As soon as the client expects more rights that may harm the functionality of the website, the client will be liable for possible costs to make the website operational again as a result of non-professional use of the acquired rights of use.

10. Force Majeure

1. The supplier is not liable for (consequential) damage caused by force majeure. As such, inaccessibility of the server due to events not attributable to the Supplier such as power failure or malfunction.

11. intellectual property rights

1. As long as no further arrangements have been made in this regard, The Supplier shall be free to use the order for its own publicity or promotion.

2. The client acquires all intellectual property rights to what we create on commission. Depending on the object of the assignment, this concerns rights such as those granted by copyright, software law, database law, design law and other applicable (intellectual) property rights. We obviously cannot transfer more rights than permitted by law.

3. The transfer does not cover concepts, techniques, specific skills, pre-programmed routines or procedures and technologies that are part of thesupplier’ s know-how. In addition, we cannot assign intellectual property rights to software and other products whose proprietary rights do not belong to us, such as the open source software we use. The property rights of the client are limited to what is stipulated in the relevant licenses.

12. Nullity of a clause

1. If one or more provisions of these general terms and conditions should be invalid, this shall not affect the other provisions of the general terms and conditions, which shall continue to apply in full.

13. Applicable law and competent courts

1. The contractual relationship between the Supplier and the Customer shall be governed exclusively by Belgian law. Only the courts of Antwerp are competent to take cognizance of any dispute between the parties.

14. Validity

1. The client who signs the offer is assumed to have taken note of these conditions with which he fully agrees. The tacit acceptance of one invoice is also an acceptance of the general terms and conditions.

2. These terms and conditions replace the General Terms and Conditions dated 29/04/2020 and take effect from 01/05/2020.

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