Version of the general conditions: 18 March 2024
General conditions of TITP srl, VAT BE0701.836.570
Communication address:
Avenue Saint Hubert, 5
7090 Hennuyères
info@itplace.com
+32 2 361 09 70

1. Acceptance of the general conditions

The general conditions of sale are applicable to all agreements between TITP SRL (hereinafter referred to as IT PLACE) and its customers, and, in general, to all their business relations.

Where applicable, they are supplemented by special conditions, which, unless otherwise stipulated, take precedence over the general conditions. The fact that the customer has not received IT PLACE’s general terms and conditions of business in its native language does not exempt it from their application as soon as it is demonstrated that the possibility was effectively granted to the customer to become aware of them (for example by means of publication on IT PLACE’s website).

The terms and conditions are available upon request (e-mail, mail) and can also be viewed on IT PLACE’s website (https://itplace.com). Unless otherwise agreed in writing by IT PLACE, customers waive their own terms and conditions in favor of IT PLACE’s terms and conditions.

2. Before ordering

Before entering into the Agreement, the Customer shall seek all necessary advice and ensure that the hardware, software and/or the services it intends to order are suitable for its needs and intended use. IT PLACE takes no responsibility for any error of choice or assessment by the Customer.

All studies, projects, project preparations that are not followed by a firm order within the specified period, remain IT PLACE’s full property. In this case, no use whatsoever is authorized.

3. The order

All offers from IT PLACE are made without obligation. They can always be retracted or modified before formal acceptance by the customer or the counterparty. To be valid, an order must be placed in writing (mail or e-mail). All orders are irrevocably binding on the Customer, in accordance with their terms. The Customer’s employees, sales representatives, agents, or intermediaries shall be conclusively presumed to have the authority to bind the Customer towards IT PLACE. Unless specifically agreed otherwise, and subject to article 4 below, an order cannot be cancelled without IT PLACE’s consent.

The contract will be concluded only after acceptance of the order by IT PLACE. Except if they have been expressly vested with binding authority, IT PLACE’s agents, representatives or brokers shall not be binding on IT PLACE and their commitments shall be valid only after written confirmation by IT PLACE.

Any order for which the invoice is sent to a third party at the request of the Customer shall render the Customer and the third party jointly and severally liable for the performance of all obligations under these terms and conditions.

4. Modification/Cancellation

The cancellation of the order by the Customer opens, except in case of force majeure, the right for IT PLACE to obtain compensation, for all expenses incurred and the loss of the expected profit and/or margin.

In such a case, the Customer also agrees to reimburse IT PLACE for all costs incurred prior to the notification of the cancellation, and, which relate to non-cancelable commitments, and to defend, indemnify and hold IT PLACE harmless in connection with any legal action related to such commitments. IT PLACE agrees to use its best efforts to mitigate such costs and expenses.

Without prejudice to the foregoing, and unless explicitly stated in the specific terms and conditions agreed with the Customer, a minimum of 50% of the total project cost (or 50% of the following 12 months in the case of a recurring annual plan) will be due to IT PLACE in the event of cancellation.

Any work made necessary by a modification in the Customer’s order will be invoiced at an hourly rate of 140, - euros, or at the specific hourly rate determined in the order, plus expenses incurred. In such a case, and except otherwise specifically agreed with the Customer, any prior agreement regarding the delivery time will be null and void.

5. Right of withdrawal

Individuals (purchasers acting privately, outside the exercise of their professional activity) who purchase goods or services online from IT PLACE, or through another channel of distance selling, have a right of withdrawal in accordance with the following provisions.

Each consumer has the right to notify his will to withdraw from the contract, without penalty and without giving reasons, within fourteen (14) working days from the day after the delivery of the ordered product. In no case this right exempts him from the payment of his order nor from the shipping costs, in accordance with the agreed provisions. The payment of the order will be refunded to the Consumer within thirty days of the notification of the withdrawal. Only products in good condition and in their original packaging may be returned, failing which, the Customer will be held liable for any damage caused to the goods delivered.

The right of withdrawal is not applicable to the following contracts: supply of personalized or custom-made products, supply of products which because of their nature cannot be reshipped or are likely to expire quickly, services whose execution began with the Consumer’s consent before the expiry of the 14-day period, computer software, audio and video recordings when they have been removed from their original packaging.

The Customers who are companies as well as liberal professions do not benefit this right of withdrawal.

6. Prices and rates

6.1. Pricing structure
The prices are net ex VAT from the head office of IT PLACE, fees and taxes not included. The products travel at the risk and expense of the Customer.

6.2. Rate changes
Prices quoted in IT PLACE’s price lists, quotations and order confirmations are, except otherwise specifically agreed, for guidance only, and subject to reasonable and objectivable variation. IT PLACE reserves the right to change them without prior notice as long as the contract has not been concluded.

In the event that the cost price of the products delivered, or services provided by a third party is increased after the execution of the Agreement, IT PLACE shall have the right to reflect this increase in the contract price by letter or e-mail to the Customer. This pass-through will be deemed accepted by the Customer five working days after the letter or email is sent, unless the Customer objects within this period by return mail or e-mail. If the Customer does not agree, IT PLACE will have the right to unilaterally terminate or renounce the contract by simple notification by mail, without compensation.

7. Payment

7.1 Billing Schedule
Considering the importance for a small business like ours to be paid on time, and in order to maintain a positive business relationship and ensure that the project continues to run smoothly, the Customer explicitly agree to comply with the payment schedule as set out in his order or contract, or with the payment terms specified on the invoices. Unless a specific billing schedule is explicitly stated in your contract, IT PLACE will bill an amount equivalent to 40% of the total price of the order as a start-up fee upon signing. The remaining 60% will be invoiced monthly according to the progress of the services performed, and at the latest when the project is effective. If required by its internal process, the Customer will provide IT PLACE, prior to the billing period, with all necessary information such as Purchase Orders (PO) and other information required for billing.

7.2 Customer’s commitment and late payments
Except otherwise specifically agreed, or otherwise stated on the invoice, the Customer agrees to pay the first invoice upon receipt. This amount will be used as a deposit for the project. Subsequent invoices shall be payable within 10 days of receipt.

Any unpaid invoice on its due date will be subject, by right and without notice, to interest on arrears set at 12% per year, any month started being due. In addition, any invoice unpaid at its due date will be increased by right and without notice of a fixed and irreducible compensation of 15% of its amount with a minimum of 100.00 €. The lump-sum compensation shall be due without prior notice of default and shall cover the damage P&A suffers as a result of the failure to pay, excluding the costs incurred by the need to conduct legal collection proceedings. In addition, IT PLACE has the right, without prior notice or judicial intervention, either to temporarily suspend its work or future deliveries, or to consider the agreement as terminated, without further formality other than a notification by mail or email and without compensation, and without prejudice to its right to claim compensation for greater loss, if any. In the latter case, the termination shall occur on the day following the sending of written notification of the decision to terminate to the customer.

Finally, and without prejudice to the foregoing, in the event of non-compliance with agreed payment terms or signs of doubtful creditworthiness on the part of the customer (such as protested bills of exchange, unfunded cheques, debts to social security collection agencies, etc.), IT PLACE is entitled to make all amounts owed by the Customer immediately due and payable, by sending a formal notice to the Customer, warning of the non-payment and/or indications of insolvency, and informing the Customer that the balance of the amounts owed under the contract will become immediately due and payable if the situation is not regularised within ten days.

7.3. Security
By express or tacit acceptance of IT PLACE’s invoices and the terms and conditions contained therein, the Customer pledges in favour of IT PLACE any present or future claims he may have against third parties in respect of the services and deliveries performed.

7.4. Assignment of receivables
To optimize its cash flow and ensure the proper execution of its payments, IT PLACE reserves the right to sell its invoices to a third company such as Koalaboox, Edebex or any other company authorized for this purpose.

8. Provision of services : obligations of means and duration of the contract

The provision of services creates only obligations of means on the part of IT PLACE, to the express exclusion, expect otherwise explicitly agreed, of any obligation of result.

The duration of the service contracts is set out in the special terms and conditions (also called ‘Contractual Terms’). Failing this, the service contract is assumed to be for an indefinite period.

9. Delivery and reception

9.1. Delivery
The estimated delivery times are given as an indication. Delayed delivery shall not entitle the Customer to claim damages or to rescind the contract.

Partial deliveries are permitted. IT PLACE reserves the right to invoice these partial deliveries as and when the order is fulfilled. Under no circumstances shall such partial deliveries justify the refusal of payment for the products delivered.

Shipments are always made at the risk and expense of the Customer.

In any case, IT PLACE is only compelled to deliver the products and provide the services explicitly specified in the order confirmation or signed contract.

When circumstances make it impossible to carry out the delivery or service, in particular in all cases of force majeure such as strike, lockout, accident, bad weather, blockade, import or export prohibition, suspension or discontinuance of production or delivery by the manufacturer, etc., IT PLACE expressly reserves the right to deliver products equivalent to those specified in the order or to suspend or terminate its commitments to the Customer, all without compensation.

9.2. Reception
Upon receipt, the Customer must check the conformity of the delivery with the terms of the contract. Upon receipt of the goods, the Customer must count all packages, to check that the package numbers on the delivery note or handheld terminal correspond to those on the stickers on each package, and to check the good condition of the goods delivered.

By signing the delivery note, the Customer confirms that he agrees with the receipt of the goods in good condition and the exact number of packages.

10. Warranty

10.1. Goods
IT PLACE is solely responsible for the quality of the goods delivered in accordance with the written specifications provided by the Customer at the time of ordering, for which specifications the Customer remains solely responsible. Any other warranty of IT PLACE is excluded.

IT PLACE’s representatives are not authorized to make any commitments regarding the quality of deliveries and/or to confirm that the goods will be fit for any particular purpose. For this purpose, a written undertaking by IT PLACE is required.

IT PLACE’s liability is limited to replacement of the delivery if it is not in accordance with the order or, if the Customer prefers, a refund of the invoiced price, when it appears that the goods are not fit for the known purpose for which the Customer intended them, and that the Customer would not have entered into the contract had he known of the defect. IT PLACE shall not be liable for any damages for loss of business or any other consequential damages. Any claims under this article or about hidden defects must be made by registered mail within three weeks of delivery, notwithstanding the Customer’s obligation to comply with the provisions of Article 1648 of the ancient Civil Code. In case of exceeding this deadline and/or failure to comply with the formalities, no claim can be made against IT PLACE.

10.2. Services
Except as otherwise provided in the specific conditions defined with the Customer, IT PLACE makes no warranty, express or implied, to Customer with respect to: • Customer’s computer equipment, its operation, and its hardware and software components; • the benefits, financial or otherwise, actual or apprehended, positive or otherwise, resulting or likely to result from the provision of the Services.

11. Property

11.1. Product ownership
The delivered products remain the property of IT PLACE until full payment of the principal amount and all its accessories. Until such payment is made in full, the Customer is expressly prohibited from disposing of the products delivered, including transferring ownership, pledging them or assigning them to any security or lien. If the Customer fails to pay on time, IT PLACE reserves the right to reclaim the goods supplied without prior notice, and without prejudice to other remedies set out in article 7.2 of these conditions in the event of late payment by the Customer.

11.2. Ownership of third-party software
Unless otherwise agreed, the delivered software remains the exclusive property of its developer. Unless otherwise provided, IT PLACE only grants the Customer non-exclusive license to use a program on a single machine or server at a time.

The Customer is required to maintain the confidentiality of the delivered software. He may not, in any form whatsoever, dispose of his licenses, pledge them, alienate them, communicate them or lend them for a fee or free of charge. He shall refrain from counterfeiting the delivered software, from allowing its counterfeiting or from promoting it in any way whatsoever.

11.3. Ownership of software developed on behalf of the client, including websites
Upon payment in full for the project, the copyright will automatically transfer as follows: the Customer will own the visual elements that IT PLACE has created for this project. IT PLACE will grant Customer an exclusive, perpetual, non-transferable license, unless explicitly stated in the specific provisions agreed, for the other elements. Other uses may be subject to a separate agreement.

11.4. Ownership of files placed on the customer’s hosting space in the P&A infrastructure
The Customer retains the ownership of the intellectual property rights regarding the elements (trademarks, logos, designs, etc.) entrusted to IT PLACE with the purpose of their injection in the website or the application.

These elements must be entirely original and not infringe any copyright, trademark or other intellectual property right, title or interest belonging to any third party.

12. Software or website development

12.1. Confidentiality
During the development of the project, except for what is already made public by the Customer or its related entities, IT PLACE will not disclose any information regarding this project without the express consent of the Customer. IT PLACE states that it is its responsibility, during the development of the project and after delivery of the project, to make every effort to protect the confidentiality of Customer’s sensitive business information.

12.2. Copyright and intellectual property
In accordance with copyright and intellectual property protection, IT PLACE reserves the right to keep the source files of its graphic designs. However, all the other transferable rights will be transferred to the Customer. This includes the rights to images, animations and text content. All technologies used in the development remain the property of their respective authors (example: the Drupal CMS is the property of Drupal but is available in Open Source (www.drupal.org)).

12.3. Signature of the site or application and referencing
In accordance with the usual practices but also in order to favour a performing topology in terms of referencing in Google, IT PLACE will mention its name at the bottom of the pages of all the sites developed for the customer or in the ‘About’ windows of the applications, in the form of a link pointing to its website and this, for a duration of 3 years minimum from the final reception of the project. At the same time, IT PLACE will be able to put a news item about this project on its website and in its specific News section. The client will also be featured in its Client References. Each mention will include a link to the page of your choice on your website (in principle the home page). IT PLACE will also be able to count on the Customer’s support in terms of customer references.

12.5. Access to the production server
Even if the Customer retains this right, IT PLACE would like to be notified of any FTP or SSH access to the production server to maintain the quality of our maintenance. If not, IT PLACE reserves the right to terminate the maintenance collaboration at the next deadline.

12.6. About domain names and certificates
The ownership of the domain name(s) and SSL certificate(s) associated with the site being relative to the client, it is necessary that the latter takes care of the renewals of its contracts. A domain name is never bought ad vitam, it expires after one or two years (depending on the contract with the name provider). If the name is not renewed, the site is no longer accessible to the public and to search and indexing engines.

12.7. Responsibilities
IT PLACE will obtain all necessary permissions, licenses or permits to use testimonials, copyrighted materials, photographs, artwork or other property owned by third parties in its productions. The Customer warrants that all text, images, video, or other artistic or journalistic work is either its property, or that he has the permissions to use it. Upon payment in full for the project, the copyright will be automatically transferred as follows: the Customer will own the visual elements that IT PLACE has created for this project. IT PLACE will grant CUSTOMER an exclusive, perpetual, non-transferable license, unless explicitly stated in the specific provisions agreed between IT PLACE and the Customer. Other uses may be subject to a separate agreement. IT PLACE represents that it is its responsibility, during the term of the project and after delivery of the project, to make every effort to protect the confidentiality of sensitive information relating to Customer’s business.

13. Limitation of liability

13.1 IT PLACE shall not be liable to the Customer for any fault or damage, direct or indirect, arising therefrom, and the Customer shall indemnify and hold IT PLACE harmless from any claim, including any warranty claim, in any of the following cases:

• deficiencies specific to the applications used by the Customer;
• bugs or incompatibilities encountered in the installation or use of software requested by the Customer;
• changes made to the content by someone other than IT PLACE or under its control;
• modifications or additions, whether hardware or software, to the Customer’s computer equipment that affect the proper functioning of the software products;
• use of equipment not listed in the agreement between parties ;
• introduction of a computer virus into the Customer’s computer equipment that affects the proper functioning of the software products;
• migration of the software products to a different hardware or software environment;
• loss of business opportunities or revenues related to the operation or lack of operation, or use or lack of use of the software products;
• illegal or unauthorized intrusion by any third party into IT PLACE or Customer’s computer equipment; • use of data with illegal content by the Customer;
• use of programs by the Customer in violation of their license.

13.2. IT PLACE shall not be liable in the event of force majeure (power or internet outage, civil war, bankruptcy, requisition by a bailiff, server, or network component failure, etc.).

13.3. Except as otherwise provided in the specific agreement with the Customer, IT PLACE shall (including, where applicable, its subsidiaries and parent company and its shareholders, officers, directors, employees, collaborators and subcontractors) in no event be liable to the Customer or any third party for any indirect, incidental, special, punitive or exemplary damages, including without limitation any lost profits or other economic loss.

13.4. The parties expressly agree that any damage attributable to IT PLACE, if any, whose contractual responsibility would have been duly and formally proven, will not exceed, for the whole of this Agreement, the lump sum conventionally fixed at the total amount of the services carried out, with a maximum of 10.000€.

14. Compensation

The Customer waives the right to withhold or offset amounts due, except in the event that the claim has been adjudicated or expressly recognized and quantified by IT PLACE.

15. Exception of non-performance

The Customer waives the right to rely on any non-performance by IT PLACE to suspend the performance of one or more of its own obligations.

16. Privacy and Confidentiality Policy

IT PLACE’s privacy policy is described on its website at : https://www.itplace.com/politique-de-confidentialite/ . In general, personal data provided by Customers and suppliers will be processed by IT PLACE and companies belonging to the same group in the context of customer management.

Any questions regarding this subject can be addressed to the data controller and data protection officer, Mr. Guy De Smet gdesmet@itplace.com .

17. Miscellaneous provisions

The Customer may not assign its rights under this Agreement.
The invalidity or unenforceability of any provision of these general terms and conditions shall not invalidate the other provisions, and the invalid or unenforceable provision shall be replaced by a provision with the same economic effect.

The contract between the parties is subject to Belgian law.

In case of disputes and/or non-payment only the French-speaking courts of the judicial district of Brussels, where IT PLACE has its headquarters, will be competent, even in case of appeal in guarantee or multiple defendants. However, IT PLACE can always act before the courts of the residence or headquarters of the Customer.

18. Complaints

All complaints about shortages, wrong deliveries and apparent defects must be communicated by mail or email to IT PLACE within five working days from the date of delivery. Beyond this period, no claim is admissible.

Returns of goods can only be made after written agreement from IT PLACE and must be accompanied by an explanatory note. Shipments of goods returned to IT PLACE not made in accordance with these conditions will be refused and any expenses incurred will be charged to the Customer.

Any complaint regarding invoicing must be made in writing, stating the reasons, to IT PLACE within five working days of the date of the invoice. Beyond, the complaint will not be admissible.