2. OFFERS AND QUOTATIONS: All offers and quotations by MySueño are without obligation until accepted by the Customer. All prices are always exclusive of VAT (unless otherwise stated). The contract shall be concluded when the Customer signs the quotation unchanged for approval and returns it to MySueño before the expiration date. Any order or order confirmation by the Customer, commits the Customer. The cancellation of an order by the Customer is possible as long as MySueño has not yet started its work and/or services and subject to the payment of damages of 25% of the agreed price, with a minimum of EUR 500.
3. EXECUTION PERIOD: The execution period and/or date of delivery is always indicative, and never binding on MySueño. Delay in delivery shall not entitle the Customer to compensation or reduction of price, nor to dissolution of the contract.
If MySueño and the Customer have expressly agreed on a binding delivery period, that period will be extended if the Customer fails to transmit information, documents, originals or images (in a timely manner), if the Customer places additional orders, or in the event of force majeure.
4. RISK: All goods belonging to the Customer and located at MySueño will be kept there at the Customer’s risk.
5. PAYMENT MODALITIES: When ordering a “fixed fee” project, an invoice of 50% of the total amount is issued upon approval of the estimate by the Client. During the course of the project, the next 25% is invoiced and towards the end of the project, the last 25% will be invoiced. When ordering “credits”, the full amount is invoiced at the start of the credits project and MySueno periodically keeps the Customer informed about the remaining budget of these credits. When ordering a “project with timetracking”, all hours are invoiced monthly according to the number of hours performed. MySueño’s invoices shall be paid by the Client on their due date by transfer to MySueño’s account number. If the Customer fails to make payment within 8 days after receiving a demand for payment to that effect from MySueño, the Customer shall owe MySueño default interest of 1% per month and liquidated damages of 12% of the invoice amount with a minimum of EUR 125, from the date of demand until full payment. In addition, MySueño reserves the right to suspend further performance of its undertakings until the Customer has paid the overdue invoices. Any delay in payment by the Customer shall make all sums due and payable at once. In that case, the Customer may not use the creations made by MySueño.
6. COMPLAINTS: Disputes must be sent to MySueño by reasoned registered letter within seven working days of the sending of the invoice. For complaints or disputes relating to the services provided, the period will begin the day after delivery. With respect to the invoice, the period will begin on the invoice date. A dispute can under no circumstances justify a postponement or suspension of payment. In the absence of a timely protest, the services/invoices are definitively accepted and payment is due.
7. LIABILITY: MySueño undertakes to perform all services to be provided with care. All performances by MySueño are means commitments. MySueño shall not be liable for errors in performance due to insufficient or incorrect information and/or insufficient cooperation by the Customer. MySueño shall not be held liable for any error (even gross error) made by it or its appointees, except in the case of fraud. In no event shall MySueño, whatever the cause, form or subject matter of the claim in which liability is asserted, be held liable for any consequential damages such as, for example, loss of anticipated profits, decrease in sales, increased operational costs, loss of clientele, which the Customer or third parties would suffer as a result of any error or negligence of MySueño or any appointee. In any event, MySueño’s liability with respect to services rendered to the Customer shall be limited to either the refund of the price paid by the Customer or the reperformance of the services, at MySueño’s option. The total liability of MySueño, will never exceed the price paid by the Customer to MySueño for the services that gave rise to the claim. With respect to services originating from third party suppliers, MySueño shall not accept any liability in excess of or different from the liability that the third party suppliers are willing to accept for their products or services.
8. INDEMNITY: The Customer shall indemnify MySueño against any claims by third parties who may sustain damage in connection with the execution of the agreement, the cause of which is attributable to other parties than MySueño. If MySueño should be held liable on that account by third parties, the Customer must assist MySueño both extra-judicially and judicially and must immediately do everything which may be expected of him in that case. If the customer fails to take adequate measures, MySueño will be entitled to do so itself without any notice of default. All costs and damages on the part of MySueño and third parties resulting from this shall be entirely at the expense and risk of the Customer.
9. INTELLECTUAL PROPERTY RIGHTS: Intellectual property rights shall be understood as all intellectual, industrial and other property rights (whether registered or not).
MySueño is and will remain the sole and exclusive owner of all Intellectual Property Rights relating to all its concepts, products, services, methodologies, reports, advice edm. Customer acknowledges and accepts that, except as otherwise agreed in writing, MySueño does not in any way grant any right or license to the Intellectual Property Rights to Customer, nor any transfer or assignment of Intellectual Property Rights to Customer. Similarly, if MySueño were to make any changes to its modules -at the Customer’s direction or direction free of charge or for a fee- such changes may not result in the Customer acquiring any Intellectual Property Rights or other rights in the modules, unless expressly agreed otherwise in writing.
10. RECRUITMENT OF STAFF, SUBCONTRACTORS OR FREELANCERS: The client will not directly employ or offer a contract to any member of MySueno’s staff, its subcontractors, or its freelancers, both during the term of the contract and for a period of 6 months after the end of the current contract. Any breach of this agreed obligation constitutes unfair recruitment, which shall irrevocably result in the payment of a sum of €15,000 per person, by way of compensation.
11. TERMINATION: If the Customer is guilty of a serious contractual default that the Customer does not remedy within 8 days of receiving a notice of default sent by registered mail, MySueño shall have the right to either (i) suspend the contract until the Customer has fulfilled its commitments or (ii) terminate the contract with immediate effect. The non-payment of one or more invoices on their due date, will always be considered a serious contractual default. Upon termination of the agreement, the Customer shall pay all services rendered by MySueño, as well as the expenses incurred by MySueño as a result of such termination, plus liquidated damages of 30% of the amount MySueño could still have invoiced to the Customer if the agreement had been fully executed. In any case, any advance paid will remain acquired for MySueño. In addition, MySueño reserves the right to claim higher damages if it proves that its actual damages suffered are greater than the lump sum damages as determined above.
12. INSURANCE: In the event of a cessation of payment by the Customer, as well as in the event of bankruptcy, insolvency, WCO, or apparent insolvency of the Customer, MySueño shall have the right to terminate all contracts with immediate effect, without the Customer being entitled to any compensation.
14. REFERENCE: Customer agrees that the work performed by MySueño for Customer will be included in MySueño’s reference portfolio.
15. FORCE MAJEURE: Force majeure such as, among others, strikes, public unrest, administrative measures and other unexpected events beyond MySueño’s control, shall, for the duration of the nuisance and for their scope, free MySueño from its obligations, without entitlement to any price reduction or compensation for the Customer.
16. NULLITY: If any provision of these Terms and Conditions is void, the remaining provisions will remain in full force and effect and MySueño and the Customer will replace the void provision with another provision that approximates the purpose and intent of the void provision as closely as possible.
17. DISPUTES: The competent courts of Ghent shall have exclusive jurisdiction to hear and determine all disputes and litigation arising in connection with any agreement to which these General Terms and Conditions apply. The relationship between MySueño and the Customer shall be governed by Belgian law.
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