1. Terms and Conditions

These general terms and conditions take precedence over any terms and conditions of the customer. Unless otherwise expressly agreed in writing, all services are therefore concluded under the terms and conditions stated below. These terms and conditions form part of the service agreement and take precedence over its provisions.

If you show interest in our services, we will be happy to prepare a no-obligation quote for you. This quotation includes an overview of your wishes, our rates and a possible cost estimate. Please note that all information provided is indicative only and all implementation and delivery times serve as guidelines. The validity of the quotation is one month, unless expressly stated otherwise. After your approval of the quotation, we will start working according to our agreement. Within 14 days after approval, you have the option to cancel the order, with a flat-rate cancellation fee of 30% of the total costs stated in the quotation. If an advance payment is required, we will only start work once we have received it. We reserve the right to charge additional work resulting from customer decisions that are not included in the original quotation separately at our standard hourly rate. This hourly rate is €100 per hour.

2.2 Performance of Our Services

We are committed to tailoring our services to your wishes as best as possible and strive for professional and high-quality work. Our efforts are based on resources and expertise, and we reserve the right to work with subcontractors without your explicit consent. Feedback moments will be planned throughout the project. Additional work resulting from customer decisions, which are not included in the original agreement, will be billed at our standard hourly rate.

2.3 Your Obligations

Certain assignments require your feedback or additional information before we can begin. If you do not respond within 20 working days or the contractually specified period or do not provide essential information in a timely manner, we reserve the right to suspend the agreement. Any costs resulting from such delays will be charged at our usual rate. Repeated lack of cooperation, systematic delays or failure to fulfill obligations on your part gives us the right to unilaterally terminate the agreement, suspend work, invoice additional hours at our usual rate and/or send a final invoice for delivered work and services. We reserve the right to immediately terminate the agreement if you go bankrupt, request repeated payment deferrals or lose asset management. It is your responsibility to inform us of any changes to your details or contact information. If you fail to do this, we are not liable for any damage.

 

2.4 Project duration

After you have agreed to the quote, we will reserve part of our team to carry out your project within the estimated timeframe after the quote. Your cooperation and feedback are essential to completing the project within that estimated timeframe. After this period, we reserve the right to charge any remaining work at our standard hourly rate.

 

3. Delivery

3.1 Terms

Although performance times are considered indicative, we strive to maintain reasonable timescales for our services. In the event of a significant delay within our control, you have the right to cancel the order, provided that we have not fulfilled our obligations within twenty working days of receipt of a notice of default. This gives you the right to cancel the order, but does not entitle you to compensation.

3.2 Cancellation 

Any cancellation of all or part of the agreed work must be made in writing. In the aforementioned cases as well as in the event of dissolution of the agreement to the detriment of the client, the latter will owe a lump sum compensation of 30% of the agreed total amount to cover, among other things, fixed and variable costs and loss of profit. Without prejudice to the right of the service provider to prove higher damages.

 

3.3 Handover

The project is considered finally delivered when you have access to the latest versions of the service. You are responsible for checking delivered products and completed projects upon receipt. Complaints about visible or non-conforming defects must be reported to us in writing within one month of delivery. If no dispute occurs within one month of delivery, products and projects are considered definitively accepted. After final delivery, there is usually a warranty period of six months for any hidden defects (bugs) that we deem responsible.

 

3.4 Billing

3.4.1 - We will send you periodic invoices in accordance with our agreements for the services provided. Payment is due within 30 days unless otherwise stated.

3.4.2 - The amount of the invoices is always payable as agreed in the contract. The acceptance of the invoices applies by operation of law and in accordance with Article 1139 of the Civil Code as notice of default without the need for any deed and only upon expiry of the term. Unless stated otherwise, invoices are payable in cash.

3.4.3 - Every invoice is considered accepted unless protested by registered letter within eight days. From the due date, the unpaid portion of our invoices automatically and without notice of default accrue late payment interest of 8% per year. Complaints do not give you the right to suspend a payment in whole or in part.

3.4.4 - If an invoice is not paid on its due date, a reminder will be sent. The invoice in question becomes immediately due and payable unless a postponement is approved. In the event of non-payment on the due dates due to a lack of timely and well-founded protest, the debtor is legally and without notice of default obliged, in application of Article 1147 of the Civil Code, to pay conventional compensation set at 10% of the unpaid amount with a minimum of € 150 without prejudice to late payment interest and any legal costs. 

3.4.5 - In the event of late payment of the invoice, the service provider reserves the right to immediately stop the work until payment of all outstanding debts. All resulting costs are borne by the customer.

3.4.6 - The service provider enters into an obligation of best efforts / obligation of means and can only be held liable for his serious error. In any case, any compensation that may be owed by the service provider is always limited to the amount invoiced and received by him for the assignment in question, except in the case of intent.

4. Liability

4.1 Force majeur

We bear no responsibility in the event of force majeure or unforeseen circumstances that prevent us from fulfilling our obligations. If the force majeure situation is temporary in nature, we will endeavor to resume our obligations as soon as reasonably practicable. If continuation proves to be no longer possible, we will revise or terminate the agreement together with you. Any services already delivered will still be charged.

4.2 Relationships with Third Parties

In situations where our services depend on the cooperation, services or deliveries of third parties, we cannot be held liable for damage resulting from these relationships or any interruptions therein.

4.3 Shortcomings

Although we strive for optimal availability of our own services and seamless integration with external services, we cannot absolutely guarantee this. We accept no liability for any damage you may suffer, unless there is a serious shortcoming that is due to our gross negligence or serious error in the execution of the agreement. In such a case, you can give us written notice of default. We will then be given a reasonable period to fulfill our obligations, whereby this period will never be shorter than twenty working days. If this is necessary, our liability can only be limited to replacement compensation that does not exceed the invoiced amount of the relevant services that caused the direct damage. Any liability for other forms of damage, including indirect damage, consequential damage, lost turnover or profit, is expressly excluded. You agree to indemnify us against any claim (principal, interest and costs) relating to matters for which you are solely responsible.

 

You are solely responsible for the content of your website. We are not liable for incorrect or incomplete information published on the website. It is your responsibility to obtain permissions and rights for posted material, including external links. We are not responsible for the content, distribution or publication on your website. You are responsible for copyrights, fees, expenses and fines related to your website. We reserve the right to refuse access to our services in case of suspected misuse, excessive use or unlawful activities.

5.2 Content of the Website

The texts provided do not serve as legal advice and your use of them is at your own risk. We are not responsible for the content on your website and any consequences. You must comply with legislation and regulations. We are not liable for damage due to legislation and changes therein. Our designs serve as a starting point and you are responsible for regulatory compliance and custom documentation.

5.3 Maintenance 

Maintenance agreements are optional and can be canceled with a notice period of three months. These conditions apply to maintenance agreements.

6. Intellectual Property

After payment of the agreed fee, the customer acquires all intellectual property rights to the creations carried out on behalf of Admoro. These rights include various applicable (intellectual) property rights, such as those granted by copyright, software right, database right, drawing and model right, and other applicable rights.

However, the above transfer does not apply to concepts, techniques, specific skills, pre-programmed routines, procedures and technologies that form part of Admoro's know-how. In addition, Admoro cannot assign intellectual property rights to software and other products whose ownership rights do not belong to them, such as open-source software used. Customer's ownership rights are limited to what is stated in the respective licenses.

All materials created and/or provided by Admoro may only be used for the purposes and/or destinations communicated in advance. Unauthorized use will result in a new billing based on the applicable standard rate, increased by a surcharge of 50%, for each infringement identified separately. The customer is also responsible for any identified unauthorized use activity by third parties.

The customer agrees that Admoro may refer to its trade name and/or trademarks for reference at any time, unless expressly agreed otherwise.