Article 1: General

These general terms and conditions apply to both the provision of services and the sale of goods by BATMAN bv. Departures from these general terms and conditions apply only if they are explicitly agreed in writing. Varying general terms and conditions of the customer do not apply and cannot be enforced against BATMAN bv.The customer placing an order, the customer accepting a quotation or BATMAN bv or the customer signing or performing the agreement entails the unconditional and irrevocable acceptance by the customer of these general terms and conditions, which are binding.

Article 2: Offers and quotations

Unless stated otherwise, all offers of BATMAN bv are nonbinding and valid for 30 days. Unless stated otherwise, the prices in the offers and quotations are excluding VAT and other government levies and any costs to be incurred under the agreement, including shipping and administration costs.Additional work or updates will be charged at the rates applicable at the time of the order. Unless stated otherwise in the quotation, the goods charged at fixed prices and the services provided at hourly rates are charged at the fixed price stated in the quotation or the hourly rates applicable at the time of the order.Unless agreed otherwise in writing, all terms, references to technical specifications or other aspects stated in the quotation are provided purely for information purposes and are nonbinding with regard to the honouring of the quotation. Delays never justify the cancellation of the order, the breaking of the contract, a price reduction or any claim for compensation.The customer is irrevocably bound by every order it places, with or without advance payment. BATMAN bv is bound by this order only after it accepts it in writing.

Article 3: Delivery of goods and services

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.

Article 4: Duties of 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.

Article 5: Payment terms

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.

Article 6: Complaints

BATMAN bv must be notified of any complaint concerning the delivery, of whatever nature, by registered mail within 8 working days of the delivery of the goods or the date of commencement of provision of the services.

Article 7: Cancellation

If an order is cancelled by one of the parties for whatever reason before the delivery of the goods/services, the other party will have the right to demand from the other party compensation of 20% of the value of the quotation.

Article 8: Intellectual and property right and data protection

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.

Article 9: Hosting

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.

Article 10: Retention of title

Anything delivered by BATMAN bv, regardless of its location, continues to be the property of BATMAN bv until the customer pays the full price for it, including any interest, additional costs and all additional amounts due in connection with the failure to fulfil its duties under the agreement.

Article 11: Confidentiality

The parties will keep all information, oral or written, in whatever form, that can be reasonably deemed to be of a confidential nature strictly confidential and not disclose it to third parties without the prior explicit written permission of the other party, unless compelled to do so by the law or by judicial authorities, in which case the party in question will immediately notify the other party.

Article 12: Guarantees

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.

Article 13: Liability

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.

Article 14: Dissolution

If one of the parties fails to fulfil any obligation, the other party will have the right to demand fulfilment in compliance with these general terms and conditions or to dissolve this agreement by operation of law and without any compensation being payable, among other things by registered mail or telex addressed to the customer. In this case, the customer has an obligation to pay for all work done or deliveries made at that time, along with compensation for any losses incurred.

Article 15: Applicable law

This agreement between BATMAN bv and the customer is governed by Belgian law.

The courts of Leuven have jurisdiction over any disputes.