General Conditions

Section 1. Application

1.1. Only the present general conditions will apply to any order, creation, sale and/or delivery of one or more services and/or productions and/or other works (hereinafter: “the Works”) agreed upon between the BV Pixel-Nexus, Dendermondsesteenweg 48-002, 9000 Gent, KBO: 0722.734.231 (hereinafter: “Pixel-Nexus”) and the client (hereinafter: “the Client”).

1.2. By placing an order, the Client confirms it has effectively read the present general conditions and accepts them unconditionally and completely. Any general or specific conditions used or sent by the Client will consequently not apply.

Section 2. Quotes

2.1. Any prices sent by Pixel-Nexus are net prices, excluding VAT. Prices are calculated based on the Client’s information and requests. Pixel-Nexus consequently reserves the right to change the price should the information and/or requests be incomplete and/or erroneous. Pixel-Nexus reserves the right to foresee a price margin in its quotes, which the Client accepts.

Section 3. Execution of an order

3.1. Pixel-Nexus will invest its best means to execute the order as agreed upon with the Client.

3.2. None of the delays mentioned by Pixel-Nexus regarding the execution and/or delivery of the Works are binding. Pixel-Nexus can consequently modify them at any given time. Should certain delays not be upheld by Pixel-Nexus, parties will agree on new delays, with no compensation whatsoever being due to the Client.

3.3. The Works will be made available to the Client online on a medium chosen by Pixel-Nexus.

3.4. Should the Client provide Pixel-Nexus with any material, of any nature whatsoever for that material to be integrated in the Works, the Client guarantees Pixel-Nexus that it has received all the required authorisations and owns all required rights thereto.

3.5. Pixel-Nexus remains the sole owner of any all copyright, software rights and related rights in the Works, but grants the Client a non-exclusive, perpetual and royalty-free license to use the Works, provided the Client has paid Pixel-Nexus’ invoices in full.

Section 4. Payment

4.1. Pixel-Nexus’ invoices must be paid in full and in due time, without reduction nor payment terms.

4.2. The Client will not be allowed to compensate any of Pixel-Nexus’ invoices with any counterclaim it might have.

4.3. Should the Client have any complaint concerning a part of a detailed invoice, it will still be under the obligation to pay the remaining parts of that invoice.

4.4. Should the Client default in paying any of Pixel-Nexus’ invoices within the delays agreed upon, Pixel-Nexus will automatically be entitled to default interests of twelve percent (12 %) per year. Furthermore, a penalty of ten percent (10 %) will automatically apply to all outstanding invoices with a minimum of hundred twenty-five euros (125, - €). Any outstanding amounts will be immediately and completely due by the Client. Finally, Pixel-Nexus will have the right to suspend the execution of any orders until it has been paid in full.

Section 5. Acceptance

5.1. Any observations regarding the Works and/or any invoice must be detailed and motivated and sent in writing to Pixel-Nexus within ten days after the Works’ delivery and/or after the invoice has been sent. Should the Client refrain from making any observations within said delay, it will be considered to have accepted the Works and/or invoice unconditionally and definitely.

5.2. By using the Works in any way whatsoever the Client unconditionally and definitely accepts them.

Section 6. Various

6.1. Pixel-Nexus reserves the right to terminate all agreements between parties by sending a registered letter to that effect, should the Client be part of any bankruptcy proceedings and/or should it be in any similar situation prior to the full payment of the price parties agreed upon.

6.2. Except if expressly agreed upon in writing, Pixel-Nexus will not grant any exclusivity to the Client.

6.3. Pixel-Nexus cannot be held responsible for the use the Client and/or third parties will make of the Works. In general Pixel-Nexus’ responsibility for a project is limited to the invoice amounts for the related project.

6.4. Any employees, agents and other people mandated by the Client are presumed to act on the latter’s behalf.

6.5. Should a case of force majeure arise, (temporarily) preventing Pixel-Nexus from executing all or part of its obligations, the latter will have the right to suspend the execution of the agreement, without any compensation being due to the Client. The Client will remain under the obligation to pay the due price for the (part of the) Works which it has already received.

6.6. Should any article of the present general conditions be considered null and void, this will have no effect whatsoever on the other articles thereof, which will continue to bind parties.

6.7. Any changes to the present conditions must be confirmed expressly and in writing.

6.8. Any orders and agreements shall be subject to and governed by the laws of Belgium.

6.9. Any disputes arising from the application, interpretation and/or termination of any order and/or agreement and/or the present conditions shall be submitted to the Courts and Appeal Courts of Ghent.