terms & conditions

1. Applicability
These general terms and conditions apply to all electronic products and services included in the purchase order. The application of the general terms and conditions used by the client is achieved. In the event of any conflict between the provisions of these General Terms and Conditions and the provisions stated on the purchase order, the provisions stated on the purchase order will prevail.

2. Order
By signing a deviating order from the current order, the client enters into a nominative and irrevocable agreement with Hummingbirds bv, with registered office at Jan Van Eyckstraat 2, 8510 Marke, registered with the Crossroads Bank for Enterprises. Company number 0684.696.967. The application of Article 1794 of the Dutch Civil Code becomes clearly unclear.

Hummingbirds bv always reserves the right to cancel part of the order for reasons of conflict with public order, morality, any legal or regulatory provision of its general business policy and that of its partners. .

Hummingbirds bv also reserves the right, without prejudice to its right to demand full payment of the order, in the event of incomplete payment of invoices on the due date or in the event of bankruptcy or apparent insolvency of the client, the not or only partially to execute the order or part thereof. Hummingbirds bv always reserves the right to demand prior payment for the order or part of it. In other words In the event of non-payment, for example, Hummingbirds bvba can still claim the full remaining amount of the agreement, including for products or services that have not yet been carried out or have only been partially carried out.
Hummingbirds bv may, at any time and for any reason, assign a new contract number to the existing agreement, split the existing agreement per ordered product into several separate agreements or merge the existing agreement with other agreements, without this affecting the obligations of the parties. If, after concluding an (initial) agreement, a new agreement is concluded with regard to the products ordered in the initial agreement, the new agreement will replace the initial agreement for the products stated in the new agreement. However, the new agreement does not affect the initial agreement with regard to the products not included in the new agreement.

The signatory who, in his own name or in the capacity of agent, places an order, or the person who pays for the order, in whole or in part, even on behalf of third parties, stands up for these third parties and undertakes to be in solidarity and indivisible with them, and this in accordance with Articles 1120 et seq. of the Civil Code and 1200 et seq. of the Civil Code.

3. Prices
All prices and cost estimates are exclusive of VAT, unless stated otherwise. The client acknowledges and accepts that Hummingbirds bv reserves the right to unilaterally increase the price of the ordered products and services, per period and per product, by a maximum of 4% for offline products (printed matter) and a maximum of 12% for electronic products and services, without the client having the right to terminate the agreement. If certain products or services can no longer be supplied and if the client therefore switches to another product or service, Hummingbirds bv reserves the right to unilaterally increase the price by a maximum of 30%. If Hummingbirds bv wishes to exceptionally increase the prices for the products or services concerned by more than the above-mentioned percentages, it will inform the client of this in writing. If the client does not wish to accept this exceptional price increase, he can cancel the agreement by registered letter within 30 calendar days from the date of dispatch of the written notification.

4. Changes
The client must submit any request for substantive changes to the ordered products or services in writing to Hummingbirds bv. Changes do not affect the current agreement. If changes have financial or qualitative consequences, Hummingbirds bv is entitled to charge the costs to the client. Hummingbirds bv will inform the client of this in advance.

5. Commencement and Duration
Unless the purchase order expressly stipulates a different start date, the agreement with Hummingbirds BVBA regarding online media commences on the date on which the relevant products and services are placed online. The client will receive a confirmation from Hummingbirds BVBA in this regard.

6. Extension and Cancellation
Unless expressly stated otherwise in the order, an agreement will be converted into an agreement of indefinite duration after the initial term has expired, unless written notice of termination of part or all of the agreement is given no later than 30 calendar days before the end of the initial term.

Unless expressly stated otherwise in the purchase order, the client can terminate the agreement in writing at any time after the initial period has expired, taking into account a notice period of 30 calendar days. The notice period starts from the first day of the month following the month in which the notice was given. Hummingbirds bv also has the right to cancel or terminate the agreement with immediate effect without owing compensation: (a) in the event of bankruptcy of the client, as well as in the event of dissolution or liquidation of the client, (b) if conservatory or executive attachment is placed on the movable or immovable property of the client, (c) in the event of any default or non-compliance by the client with one of the provisions of these General Terms and Conditions or conditions in the agreement after a registered notice of default with a regularization period of fifteen (15) calendar days and (d) in the event of force majeure, if the agreement can no longer be performed correctly.

7. Execution of Agreement
The client accepts that Hummingbirds bv may engage third parties for the execution of the agreement.
The parties expressly acknowledge that Hummingbirds bv and its partners only subscribe to an obligation of means and not to an obligation of results. The client is obliged to provide all cooperation, data and information that are necessary or useful for the execution of the agreement in a timely manner. If the information or comments required for the execution of the agreement have not been provided to Hummingbirds bv in a timely manner, Hummingbirds bv has the right, without further notice to the client: (i) to suspend the execution of the agreement and to cancel the delay resulting from the delay. to charge any resulting additional costs to the client at the usual rates, or (ii) to proceed with the realization of the order based on the elements in its possession. In that case, the client runs the risk that the order will only be taken for a period shorter than the contractually agreed period, without this affecting the due date of the invoice. However, Hummingbirds bv can also opt to terminate the agreement with immediate effect and without Hummingbirds bv being liable for compensation. In that case, the client will reimburse Hummingbirds bv for the costs already incurred.

For offline printing, the client will receive a single proof. The client will notify Hummingbirds bv of the desired changes to the proof in writing and on the same document within the specified period. Copies of insertions cannot be changed. Hummingbirds bv cannot be held liable for differences in color or size that may occur, for technical reasons, between the display of the offered design and that of the final advertisement. For web design and online advertisements, the client receives an email with an example. Unless the client provides his comments to Hummingbirds bv within the following 5 working days, he is deemed to agree with the design received. If a Video ordered from Hummingbirds bv needs to be recorded, the recording team, which works as a subcontractor for Hummingbirds bv, will only present itself once at one location specified by the client. The client must be personally present or represented during the recording. The person responsible for planning the recording team will contact the client in order to make an appointment (date and time) for the recording, an appointment which will always be determined in the most efficient manner depending on the number of locations covered by the recording on a given day. the recording crew must be visited. The recording or photo report will always take place on weekdays, between 8 a.m. and 6 p.m., excluding public holidays. If, for whatever reason, directly or indirectly attributable to the client, the recording cannot be realized or if the client cancels the appointment for the recording less than 48 hours before, the client will still be obliged to pay the full invoiced amount for the Video. A design of the video will be placed online for approval by the client. If the client does not formulate written comments on the design within a period of 5 subsequent working days after Hummingbirds bv has informed him of the fact that the design has been placed online, he will be deemed to have accepted the design. Hummingbirds bv reserves the right to make necessary or useful changes to products it has developed at any time.

8. Specifications and Placement of Advertisements
The client expressly acknowledges that he has taken note of the specifications specific to the various inserts, services and products offered by Hummingbirds bv.

9. Indemnification
The client will indemnify Hummingbirds bv without reservation against any claim that may be made by third parties with regard to the products or services ordered by the client from Hummingbirds bv, including any claim regarding alleged intellectual property rights and any claim relating to goods sold by the client via an internet site developed by Hummingbirds bv. The client indemnifies Hummingbirds bv against any direct or indirect damage caused by his actions or data provided by him to Hummingbirds bv.

10. Invoicing & payment
Invoicing takes place in accordance with the provisions stated in the purchase order. Before The amount due must be paid within 14 days. However, Hummingbirds bv always reserves the right to change both the time and the frequency of invoicing. Comments on the invoice must be submitted by registered letter within 10 days after sending, under penalty of nullity.

In the event of late payment, without any further notice of default, both a late payment interest of 1% per month and a fixed administrative cost of EUR 12.50 will be due by operation of law. Furthermore, in that case the outstanding invoice amount will be increased by 15%, with a minimum of 100 euros, to compensate for the administrative and other expenses caused by the non-payment. Hummingbirds bv reserves the right to charge priority payments on previously unpaid invoices. Under no circumstances may representatives receive cash payments. In the event of bankruptcy, dissolution or liquidation of the client, if the client is involved in a judicial reorganization procedure or if conservatory or executive attachment is imposed on the movable or immovable property of the client, all amounts due will be immediately due and payable, without that any further notice of default or notification is required.

If the client believes he can assert a claim against Hummingbirds bv, this does not release him from his obligation to pay in the contractually agreed manner and he is not entitled to suspend or settle his payment obligation.

11. Intellectual Property
This agreement does not result in a transfer of ownership or intellectual property between the parties. Each party retains the intellectual property rights to the know-how, tools, software programs and accessories disclosed or developed.

It is prohibited to sell or pledge the knowledge, tools, software programs and accessories to third parties without the permission of the other party.

12. Liability
The client is responsible for the content of the website (see order) and third parties, as well as the origin of the texts, music, photos and videos. The operator cannot be held liable for any infringements of intellectual property rights or other rights of third parties that may occur on the website (see order).

Under no circumstances can the operator be held liable for the actual findability and accessibility of the website. The operator does not offer any guarantees regarding the supplier's hosting.

The executor does not enter into any obligation of results in this regard and merely commits itself to an obligation of means. Failure to meet the expectations of the client-advertiser regarding the findability of the website can in no way give rise to termination or termination of the agreement in this regard, nor can it give rise to any compensation for damages to the executor.

The operator cannot be held liable for actions such as changing the size, structure, content of the website (see order).

The executor can only be held liable for a gross error whereby any possible compensation is limited to the direct damage estimated at a maximum of the invoice amount of the last year. This compensation is limited to a maximum of the invoice value of that specific part of the agreement to which the liability relates. Damage for which the executor is liable under the previous paragraph is only eligible for compensation if the client reports this within fourteen (14) calendar days after it occurred, unless the client proves that he could not reasonably have reported this damage earlier.

Under no circumstances can the operator be held liable for the content of the mailing lists received to carry out direct mailing campaigns for the client. In other words the client must ensure that the mailing lists comply with GDPR legislation. Hummingbirds bvba is also not responsible for any violation of privacy when calling appointments. The email addresses and telephone numbers obtained from customers / prospects of the client are the responsibility of the client. These must therefore respect the GDPR legislation.

If the client has purchased an E-commerce module for the website, the client is solely responsible for the quality and delivery of the products, and compliance with applicable legislation, including legal provisions regarding consumer protection and distance selling.

Hummingbirds bv cannot be held liable by the client if orders cannot be placed temporarily due to a technical or other problem with the E-commerce module.

The operator can in no way be held to compensate for immaterial, indirect or consequential damage including, but not limited to, loss of profit, loss of turnover, loss of income, production limitations, administration or personnel costs, an increase in general costs, loss of clientele or claims from third parties.
Neither with its own hosting via Combell nor with hosting by the client, Hummingbirds bvba can be held liable for the loss or interception of personal data.

If Hummingbirds bvba provides the hosting of the site via Combell, we provide a basic SSL certificate. If the client wishes to place its own certificate instead of the basic certificate, this will be done at the client's expense.

The executor is not liable in the event of force majeure. Force majeure is understood as non-exhaustive; technical disruptions, electricity disruptions, depletion of a supplier's stock, internet disruption, destruction of goods as a result of accidents, strike or lockout, fire, absenteeism due to illness, telecommunications disruptions, errors or delays attributable to third parties, hacking.

All damage, both direct and indirect, that could result from the unlawful use of the website (see purchase order) by the client can be recovered in full by the executor from the client-advertiser.

Under no circumstances can the executor be held liable for this.

13. Place of conclusion of agreement - Competent court - Applicable law
This agreement is deemed to have been concluded at the registered office of the executor, unless stated otherwise.

Any dispute relating to the implementation of this agreement will be settled by the parties amicably. If no agreement can be reached, the Courts of Kortrijk will have jurisdiction to hear the disputes.

This agreement is governed by Belgian law.