The customer accepts partial delivery of goods and services. Partial invoices may be issued for this.
By signing the purchase order, the customer agrees to the delivery or acceptance of the good or service. The risk with regard to goods is transferred to the customer at the time of delivery. The risk with regard to services is transferred to the customer at the time of delivery or acceptance. If the customer does not sign the purchase order, the risk is transferred on the day that BATMAN bv delivers the good or provides the services.
BATMAN bv reserves the right to make certain technical improvements or adjustments to ordered goods or services in accordance with legal stipulations at the time of delivery, insofar as this does not entail any substantial changes or insofar as this is necessary. If the services cannot be provided on the basis of the relevant quotation for a technical reason, BATMAN bv is not bound to honour this quotation, which may be cancelled without any compensation being payable.
BATMAN bv has the right to use third parties to perform certain services without informing or requesting permission from the customer.
The customer provides BATMAN bv with all information and documents needed to perform the contract in good time and will assist in the performance of the contract in accordance with the applicable rules and laws.
The customer must hold the necessary licenses for all software used by it and its third parties. The customer indemnifies BATMAN bv against all possible claims of third parties with regard to this software. The customer also ensures that its hardware fulfils the minimum requirements stated by BATMAN bv.
The customer undertakes to enable the persons employed by BATMAN bv to perform the work to access, during regular working hours and in accordance with the access rules of the company of the customer, all spaces, systems (hardware, software, networks, etc.) and resources they need to perform this work in the required way. If the customer fails to fulfil this obligation, the term will be extended and the price may also be adjusted.
Invoices are due and payable within 30 days of the invoice date.
If the invoice remains unpaid on the due date, contractual interest of 1% per month will be payable by operation of law and without any notice of default, with every commenced month counting as a full month. The compensation due to nonpayment will be increased by fixed compensation of 10% of the invoice amount or €100.00, whichever is higher.
Any intellectual, industrial or other property right, regardless of whether this is registered, to works, goods or services that are owned, used or created by BATMAN bv, its employees, consultants or subcontractors as part of the performance of the agreement, including software, material, technology, skills, knowhow and information about the use thereof, remains the exclusive property of BATMAN bv and/or its licensors, as applicable.
The delivery of goods and/or services by BATMAN bv to the customer does not entail any transfer of any such right. The remuneration paid by the customer does not entail any transfer of any such right. If the customer acquires a user license from BATMAN bv or from a third party through BATMAN bv, the customer may only use this user license in accordance with its terms of use. If the customer provides material, such as software, texts and images, in the performance of the contract, the customer provides assurances that its use does not breach any intellectual property rights.
If the parties explicitly agree the transfer of any such right in writing, BATMAN bv retains the title to that right until such time as the customer pays the full price and all additional costs, including interest and compensation due to late payment of invoices.
Without the explicit permission of BATMAN bv, no products and services provided by BATMAN bv may be adapted or used in other websites than the website for which the products and services were originally delivered. Websites created by BATMAN bv for the customer may only be maintained by third parties if components created by BATMAN bv are used.
The ideas, concepts or (test) designs provided by BATMAN bv remain the property of BATMAN bv.
BATMAN bv reserves the right to use the knowhow acquired when performing the activities for other purposes, provided that no confidential information is disclosed to third parties.
The products and services provided by BATMAN bv may be used by BATMAN bv at any time on assignments for third parties, unless BATMAN bv explicitly waives its right to do so.
Unless agreed otherwise, BATMAN bv reserves the right to present the products and services it delivers as references to third parties.
The minimum term of a hosting agreement between BATMAN bv and the customer is one year, commencing on the date of signing of the agreement. The minimum term of an agreement for a domain name registered by BATMAN bv on behalf of the customer is also one year, commencing on the date of registration or acquisition of the domain name.
Notice to cancel agreements with regard to hosting and/or domain names may be served by registered mail, which BATMAN bv or the customer must receive no later than one month before the annual renewal date. If this notice to cancel is received later than one month before the annual renewal date it will be deemed to relate to the following year. If no notice to cancel is received, agreements with regard to hosting and/or domain names will be automatically renewed for one year.
All contractual obligations of BATMAN bv are best-efforts obligations. BATMAN bv gives no explicit or implicit guarantees in connection with the goods and services, including guarantees of their suitability for a given purpose, result or marketability, and any software is provided to the customer as is.
The customer must always take the necessary steps to protect the integrity, security and useability of the software, hardware and all other materials.
In the event of alleged poor functioning of the goods or services, the customer will actively assist all investigations set up to identify the cause and take all steps to safeguard evidence that could be relevant.
BATMAN bv can never be held liable for indirect losses, including consequential losses, lost income, missed savings and losses due to business interruption.
The risk of loss of, theft of or damage to products, software or data subject to this agreement is transferred to the customer when these are transferred to the control of the customer or third parties used by the customer.
This agreement between BATMAN bv and the customer is governed by Belgian law.
The courts of Leuven have jurisdiction over any disputes.
