These terms and conditions treat all current and future relations between Bird Larsen BV, company registered with the KBO under number 0773.960.129, with registered office at Collegebaan 2c, 9090 Melle, (hereinafter "Bird Larsen") and the client (hereinafter "you" or "customer").
These terms and conditions apply to all offers from and all agreements with Bird Larsen. By placing an order, the customer accepts Bird Larsen's terms and conditions. From time to time we can adjust some items in this Agreement. We may do so for various reasons, including changes in legal requirements, new features or changes in business practices.
The most recent version is the applicable version. If the changes are significant changes that affect your rights or obligations, we will notify you in advance with reasonable notice of the changes. This can include a notification through the website or via e-mail. If you continue to use our services after the changes take effect, you agree to the revised terms and conditions.
All offers and quotations are without obligation until the customer has accepted them. Once an agreement is concluded, Bird Larsen must be notified within seven days unless otherwise agreed upon in writing by both parties for confirmation via mail or email. Each order or confirmation of an agreement by the customer, in whatever written form it takes place, commits them to that same obligation. The agreement replaces all previously concluded verbal and/or written agreements. Once executed and received as payment there will be no turning back on your part.
All changes in scope/functionalities during and/or after the project will be carried out, in direction, at the then current weekly rate, unless agreed otherwise.
The date of delivery is given as an indication only and does not bind us. Delays in shipping can happen for a number of reasons, but it's important to note that they do not entitle customers with compensation or price reduction, let alone the dissolution of the agreement.
If the parties have expressly agreed on a binding delivery term, this term shall be extended if the customer fails to submit information, documents, originals or images (in due time) and to accept the corrected proofs (in due time), or if the customer places additional orders.
Unless agreed otherwise, invoices must be paid by the customer within 14 days after receiving the invoice. Disputes must be notified to us by registered mail within seven working days after the invoice has been sent. A dispute can under no circumstances justify a postponement or suspension of payment. All invoices are payable on their due date by transfer to Bird Larsen's account number. Each payment will be charged to the oldest expired invoice, and first to the interest and costs due. Allowed discounts expire when not respecting the general sales conditions.
Should the customer fail to pay within 8 days following a receipt of reminder, the customer shall owe Bird Larsen default interest at the rate stated in article 5 of the Law of 02/08/2002 on combating late payment in commercial transactions. The interest due will be calculated as from the date of the reminder until full payment has been made. Nebulae also reserves the right to suspend further fulfillment of its obligations until the customer has paid all overdue invoices.
The delivery of the works can only take place after payment of the invoices. The transfer of the source code and intellectual property rights related to visual designs can only occur in consultation with the customer. It is stipulated that the source code and intellectual rights of visual designs, for the purpose of maintenance, enhancements and modifications, remain in the possession of Bird Larsen until further decision with the customer or until the termination of the cooperation with the customer takes place.
All services provided by Bird Larsen will be carried out with care and commitment. All services provided by us are a best-effort obligations. Bird Larsen shall not be held liable for errors in execution due to insufficient or incorrect input by the customer. After development of a web or mobile application we provide a transparent handover and installation. We also provide a warranty period of 4 weeks after test-delivery to deal with technical bugs. The test delivery counts as a provisional acceptance by the customer.
Bird Larsen cannot be held liable for any mistakes made by Bird Larsen or its employees, except in case of fraud. Bird Larsen, whatever the cause, form or object of the claim whereby liability is invoked, can under no circumstances be held liable for any consequential damage such as loss of expected profit, decrease in turnover, increased operational costs, loss of customers, which the customer or third parties may suffer as a consequence of any error or negligence made by Bird Larsen or its employees.
Bird Larsen's liability with regard to services provided to the customer will in any case be limited to either reimbursement of the price paid by the customer, or the re-provision of the services, at Bird Larsen's discretion. Bird Larsen's total liability will never exceed the price paid by the customer to Bird Larsen for the services that gave rise to the claim.
As far as services originating from third party suppliers are concerned, Bird Larsen does not accept any liability above and beyond the liability that the third party suppliers are prepared to accept for their products or services.
Without prejudice to article 5, the following applies to software: the flawless operation of a computer configuration (the whole of hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning, ...) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, ...), so that unexpected losses of programs and/or data can occur. The customer undertakes to install appropriate mechanisms for the protection, conservation and restoration of data.
Intellectual Property Rights means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, applications for patents, domain names, know-how, as well as rights to databases, computerprograms and semi-conductors.
Both parties accept that the concept of a web or mobile application (i.e. the layout of the application screens, the main navigation) is not protected by Intellectual Property Rights. The Customer may find a similar structure in other applications developed by Bird Larsen.
The Intellectual Property rights attached to the visual design of the application created by Bird Larsen can be transferred to the Customer after payment (art.4), but for the purpose of maintenance, enhancements and modifications, this will only be the case after explicit mention of the customer. This transfer is valid to the fullest extent, for all modes and forms of exploitation, for the entire duration of the relevant right and for the entire world.
The customer shall at all times respect Bird Larsen's Intellectual Property Rights and make reasonable efforts to protect those rights. The customer shall immediately inform Bird Larsen of any infringement by third parties of Bird Larsen's Intellectual Property Rights of which it becomes aware.
When the agreement is terminated, the customer will pay for all services rendered by Bird Larsen, as well as the costs Bird Larsen has to incur as a result of this termination. Any advance payment will in any case remain acquired by Bird Larsen.
Nevertheless, each party accepts to grant the other party a reasonable period of time to remedy any shortcomings, and always to seek an amicable settlement first.
The customer undertakes not to employ, hire or attempt to employ Bird Larsen's staff, whether directly or indirectly, on any other basis, whether full-time or part-time, from the start of the cooperation until 36 months after the termination of the cooperation. The term "personnel" refers to all permanent and freelance employees of Bird Larsen.
If the customer violates this article, the customer is obliged to pay damages equal to the gross annual salary of the person concerned.
The parties undertake to keep secret the commercial and technical information they learn from one another, even after termination. They also agree not use this trade for anything but themselves in order execute their agreement fully.
The customer agrees that the work performed by Bird Larsen for the customer will be included in Bird Larsen's reference portfolio.
Force majeure situations such as strikes, public unrest and administrative measures beyond Bird Larsen's control will relieve the company from its obligations for the duration of this event without entitling customers who have already purchased products or services at full price with refund requests.
You agree, to the fullest extent permitted under applicable law, to indemnify, defend and hold harmless Bird Larsen, our affiliates, and our respective officers, directors, agents, from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorneys' fees, due to, arising out of or relating in any way to your access to or use of the service or your breach of the Terms and Conditions.
Belgian law applies to all Bird Larsen agreements. Any dispute relating to the conclusion, validity, execution and/or termination of this agreement will be settled by the competent court in Ghent.