Terms & Conditions
1. General part
Article 1 – Scope of application
1.1 These General Terms and Conditions shall apply to every agreement that Joyhauser, with VAT no. BE 0734.618.612, including all its branches, enters into with its customers for the provision of services.
1.2 The Customer expressly accepts to have taken cognizance of the contents of these General Terms and Conditions and accepts to be bound by them in its contractual relationship with Joyhauser, to the exclusion of any other (general) terms and conditions, such as the Customer’s own purchasing or invoicing terms and conditions.
1.3 These General Terms and Conditions consist of a General Part which shall apply to each agreement as well as a Specific Part which, depending on the type of services Joyhauser provides, may additionally apply to (parts of) the agreement between the Customer and Joyhauser. In case of conflict between the terms and conditions set forth in the Specific Part and those in the General Part, the former shall prevail.
Article 2 – Amendment of the General Terms and Conditions
2.1 Joyhauser expressly reserves the right to amend these General Terms and Conditions from time to time.
2.2 The Customer shall be deemed to agree to the amended General Terms and Conditions if the Customer has not opposed the entry into force of the amended General Terms and Conditions within 30 days after the date on which they come into force. In case of an objection, the previous version of the General Terms and Conditions shall continue to apply to the contractual relationship between that Customer and Joyhauser, but Joyhauser shall have the option, within 30 days after receiving the Customer’s objection, to immediately terminate the cooperation with the Customer with the right to invoice the services already provided at that time and without any compensation being owed to the Customer.
Article 3 – Formation of the Agreement
3.1 An agreement between Joyhauser and the Customer shall be formed when the Customer has accepted an offer prepared by Joyhauser, either by signature or by confirmation by e-mail. The offer to contract and the specific terms to that effect as stated in the quotation shall only be valid and may only be accepted, within the period provided in the quotation or, in the absence thereof, in any event only within 60 days after Joyhauser has delivered the quotation to the Customer.
3.2 Any amendment proposed or requested by the Customer to an offer submitted by Joyhauser shall be considered a rejection of the offer and a new offer to contract submitted by the Customer. Such an offer to contract shall not result in a contractually binding agreement for Joyhauser until it has expressly accepted it.
3.3 If Joyhauser would not provide an offer to the Customer for the provision of certain services, the Agreement shall be formed at the time Joyhauser has started the work at the Customer’s request.
Article 4 – Execution of the Agreement
4.1 Every commitment which Joyhauser enters into with regard to the Customer shall be a best efforts obligation, unless otherwise agreed in writing. If Joyhauser has agreed a period with the Customer to provide certain services, this shall not be binding on Joyhauser, but it shall make every effort to provide the agreed services within this period.
Article 5 – Term and termination of the Agreement
5.1 Unless otherwise agreed in writing between Joyhauser and the Customer, each agreement entered into by Joyhauser and the Customer shall have an initial term of one month. Unless Joyhauser or the Customer terminates the Agreement, at least two weeks before the end of the initial one-month period, the Agreement shall be automatically renewed for a new one-month period. With the exception of “one-time” services.
5.2 Any agreement entered into by Joyhauser and the Customer shall be terminated by operation of law in the event of the other party’s bankruptcy.
5.3 End of agreement due to non-payment: provisions in Article 9.4 General Terms and Conditions.
Article 6 – Limitation of liability
6.1 Except for its intentional or gross negligence, Joyhauser shall not be liable for any fault or negligence in the execution of the agreements with the Customer.
The Customer is solely responsible for the correct and timely delivery of its own information and shall indemnify Joyhauser against third-party claims arising from the Customer’s use of the services provided by Joyhauser and/or from the Customer’s non-compliance with any obligation arising from the agreement between Joyhauser and the Customer. This obligation to indemnify shall survive termination of the Agreement.
6.2 Joyhauser shall only be liable to the Customer for actual and proven damage arising from its obligations under the services provided, to the exclusion of any other implied or non-written obligations.
6.3 Joyhauser shall in no case be liable for indirect damage of the Customer such as, but not limited to, a loss of sales and profits, loss of customers, loss of market value and reputation, loss of information and data, ….
6.4 In any case, Joyhauser’s liability shall be limited to the amount, excluding VAT, equal to the value of invoices for the last three months. This limitation shall apply per claim or per series of claims arising from the same cause, but shall in any event not exceed the limits of the liability insurance taken out by Joyhauser.
6.4 Joyhauser shall not be liable if it is prevented from performing its obligations by force majeure. Force majeure shall include, but not be limited to: social conflicts, interruptions of the electricity network (including blackouts), interruptions of the telecommunications network, unavailability of web hosts or social media, ….., etc.
6.5 All legal claims of the Customer against Joyhauser, including claims for damages, shall expire one year after the relevant claim has arisen.
Article 7 – Intellectual property rights
7.1 All intellectual property rights relating to the services provided by Joyhauser to the Customer, such as to designs, design, texts, lay-out, software, source codes, programs, documentation and all other objects developed and/or used by Joyhauser in executing the Agreement with the Customer or arising from it, shall solely belong to Joyhauser or to a supplier with which Joyhauser has made arrangements in this regard.
7.2 The Customer acknowledges that Joyhauser’s provision of services does not imply a transfer of any intellectual property rights, unless otherwise agreed in writing in advance. the Customer acknowledges only receiving a non-exclusive and non-transferable right of use with regard to the objects generated through the services and this for the purposes ensuing from the agreement with Joyhauser. the Customer shall strictly comply with the terms and conditions of use as communicated to it by Joyhauser, where appropriate.
7.3 Joyhauser warrants to the Customer that it is entitled to grant this right of use and indemnifies the Customer in full against any claims which third parties may assert against the Customer in this regard.
7.4 The Customer undertakes, except with Joyhauser’s prior written consent, to refrain from publishing in whole or in part, or making available to a third party, or reproducing or commercializing in any way, objects created through the provision of Services which are subject to an intellectual property right.
Article 8 – Processing of personal data
8.1 In the context of the services provided by Joyhauser to the Customer, the Customer may make personal data available to Joyhauser (e.g. e-mail lists) which are protected in accordance with the Act of December 8, 1992 on the protection of privacy with respect to the processing of personal data (or similar foreign legislation). The Customer acknowledges that it is solely responsible for the processing of these personal data within the meaning of this Act and shall indemnify Joyhauser against any claims which the person concerned may bring against it or any sanctions which may be imposed on Joyhauser by the authorities with respect to the personal data processed by the Customer.
8.2 Joyhauser expressly undertakes to keep the personal data which would be made available to it by the Customer to provide its services strictly confidential and to take the greatest care to ensure that they are kept securely. Joyhauser shall also not make any other use of the personal data provided by the Customer.
Article 9 – Terms of payment
9.1 Unless otherwise agreed, invoices are payable within 30 days of the invoice date. Invoices are delivered to the customer electronically but can also be delivered by post by simple request.
9.2 If the Customer does not notify Joyhauser of its protest regarding this invoice within 7 working days after it has been sent, it shall irrevocably and in full accept the invoice and the amounts and services stated in it.
9.3 If the invoice has not been paid by the due date, the customer shall automatically and without formal notice be liable for contractual interest on arrears at the rate determined by the Minister of Finance pursuant to Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions. In this case, the customer shall also owe a fixed compensation of 10% of the invoice amount, with a minimum of EUR 50.
9.4 As soon as one invoice remains unpaid on the due date, all invoices shall immediately become due and payable, including those whose due date has not yet been reached. If an invoice remains unpaid on the due date, Joyhauser shall also be entitled to suspend all its performance until all due invoices have been paid in full and, if applicable, if the payment arrears persist for more than 30 days, to terminate the agreement immediately without owing the Customer any compensation for damages.
Article 10 – Non-exclusivity and non-assignment
10.1 Unless otherwise allegedly agreed between Joyhauser and the Customer, the conclusion of an agreement between Joyhauser and the Customer does not imply that Joyhauser, within the Customer’s domain of activity, would be allowed to provide services exclusively to the Customer. the Customer expressly acknowledges that Joyhauser is free to provide services to (even direct) competitors of the Customer. It is the Customer’s sole responsibility, if necessary, to ascertain before entering into an agreement with Joyhauser whether Joyhauser also provides services to competitors to be identified by the Customer.
Article 11 – Transfer of Agreements
The Customer shall not be permitted to transfer its contractual obligations vis-à-vis Joyhauser, either in whole or in part, to a third party without Joyhauser’s prior consent.
Article 12 – Nullity of a clause
If one or more provisions of these General Terms and Conditions should be null and void, this shall not affect the other provisions of the General Terms and Conditions, which shall continue to apply in full.
Article 13 – No waiver
If Joyhauser does not immediately invoke one of the possible remedies provided by these General Terms and Conditions or applicable law, this shall not constitute a waiver of such possibility.
Article 14 – Notifications
14.1 Any notice or communication provided for in these General Terms and Conditions may be validly given in writing (e.g. by ordinary mail, registered mail, by fax, by carrier) or electronically via e-mail. Notifications by e-mail with respect to Joyhauser may be validly made if sent to mobius@Joyhauser.be. Notifications to any other e-mail address (such as from an employee of Joyhauser), are only valid if the recipient has expressly confirmed their receipt. Notifications by e-mail to the Customer may be valid if they are sent to the e-mail address that the Customer has provided to Joyhauser for this purpose, or to the e-mail address that Joyhauser usually uses for its contacts with the Customer.
14.2 The Customer undertakes to immediately notify Joyhauser of any change of name, legal form, postal address, electronic address, etc., at all times. Until such time as such notification has not been made, Joyhauser may validly notify the Customer’s previously known data.
Article 15 – Applicable law and competent courts
15.1 The contractual relationship between Joyhauser and the Customer shall be governed exclusively by Belgian law.
15.2 Only the courts and tribunals of the jurisdiction in which Joyhauser’s registered office is located shall be competent to rule on any dispute regarding the contractual relationship between Joyhauser and the Customer.
2. SPECIFIC PART
A. Development, management and maintenance of websites
Article 16 – Liability
16.1 The Customer acknowledges that Joyhauser needs to use an external provider of hosting services for hosting the websites it develops, or for the websites the Customer creates and developed by third parties. Joyhauser shall not be liable for the eventual unavailability of hosting or any other fault or negligence on the part of this external provider as a result of which the customer’s website would be unavailable or non-functional or as a result of which the customer would suffer any damage.
Joyhauser does transfer to the customer any indemnification right it may have against this external provider so that the customer can, if necessary, sue the external provider directly. At the Customer’s request, Joyhauser shall inform the Customer of the terms and conditions applicable to the services provided by the external provider.
16.2 At the Customer’s request, Joyhauser may take over management of a website developed by a third party. In that case, Joyhauser shall not be liable for any errors committed by this third party in the development of this website (e.g. programming errors) which would lead to defective operation of the website during the management observed by Joyhauser (e.g. loss of data, security leaks, error messages).
16.3 At the Customer’s request, Joyhauser may link a web project to an existing third-party system (e.g. an ERP or inventory management system). Joyhauser undertakes to establish this link at the time of project delivery, provided that it has sufficient information to ensure this link.
Joyhauser shall not be liable if at a later time the link between the web project and the third-party system does not function properly due to a change in this system of which it was not informed in time. Joyhauser shall in any case not be liable if the web project cannot function due to the unavailability, for whatever reason, of this third-party system.
16.4 When developing websites, Joyhauser shall observe the rules of the art in order to provide necessary security measures. Joyhauser shall not be liable if the website nevertheless becomes unavailable or non-functional due to hacking or attempted hacking. The Customer acknowledges that it must insure itself, if necessary, against the harmful consequences that such (criminal) acts would have for its business processes, managed customer and personal data and other data.
B. Marketing and media
Article 17 – Confidentiality
17.1 In addition to what has already been provided in the General Section about keeping personal data confidential, Joyhauser undertakes to keep strictly confidential any confidential information it may receive from the Customer regarding the Customer’s essential business processes and strategies. the Customer undertakes to inform Joyhauser clearly if the information it communicates to Joyhauser is such confidential information which should be treated with special care.
17.2 If Joyhauser would also act for a competitor of the Customer, Joyhauser shall also ensure that – to the extent possible – other persons work for both Customers.
Article 18 – Liability
18.1 Joyhauser may manage the Customer’s presence on social media (e.g., Twitter, Facebook) at the Customer’s request by posting messages on it in accordance with agreements made. the Customer acknowledges that Joyhauser hereby depends on the conditions and availability of these social media, for which it cannot bear any responsibility.
Joyhauser shall take the utmost care to post these messages correctly, but shall not be liable for possible consequences of (brief) incorrect posting of messages, such as damage to image or claims by third parties.
18.2 In connection with e-commerce or mailing orders which Joyhauser performs or organizes for the Customer, Joyhauser shall take the greatest care to execute these orders correctly. However, Joyhauser is not liable for possible consequences of any errors or omissions committed in the execution of these orders.
Article 19 – Prepayment
19.1 At the Customer’s request, Joyhauser may increase its visibility on the Internet by purchasing media space from various providers (e.g., through Google or Facebook Ads). Notwithstanding the normal payment rules, the Customer undertakes to pay in full in advance the budget made available to Joyhauser for the provision of these services, as Joyhauser must pay this media space immediately to the various providers.