General terms and conditions of MCHLBLLN BV
1 Who we are
MCHLBLLN BV, Gulden Bodem 45 bus 302, 3800 Sint-Truiden, Belgium, enterprise number 0772.728.625, RLE Antwerp, Hasselt division, VAT BE 0772.728.625, email michiel@michielbellen.be ("MCHLBLLN", "we").
2 Scope
- These terms apply to every quote, agreement and service of MCHLBLLN.
- We work exclusively for businesses: legal entities and natural persons acting for the purposes of their trade, business or profession ("the customer"). Whoever accepts a quote declares that they do so for their business. We do not enter into agreements with consumers.
- The customer's general terms and conditions do not apply, unless we accept them expressly and in writing.
- Deviations from these terms apply only if they are stated in the quote or have been agreed in writing.
3 Quote and agreement
- A quote is valid for 30 days, unless it states a different period.
- The agreement is concluded when the customer accepts the quote online (by ticking the box for these terms) or confirms it in writing. We keep a record of which version of these terms was accepted, when and by whom.
- The quote describes what we build or deliver. Anything not stated in it is not included. Additional requests become a new or amended quote.
4 Our services
- Custom work: we design, build and host a software product (for example a website or web application) for the customer, as described in the quote.
- Our own products: the customer uses a product of MCHLBLLN (software as a service) through a subscription.
- We build with our own development systems, including systems based on artificial intelligence, under human supervision. The customer remains responsible for the content they supply and for checking texts and data published in their name.
5 Delivery and acceptance
- We deliver in a test environment. The customer gets the number of test rounds stated in the quote, and reports comments, with reasons, within 14 days.
- The product is accepted at go-live, or 14 days after delivery in the test environment if no reasoned comments have been made.
- Minor defects that do not materially hinder use do not prevent acceptance; we fix them within a reasonable period.
6 Prices and payment
- All prices are in euro and exclusive of VAT.
- Payment is made online through our payment service provider (Mollie) or by bank transfer, as stated on the quote or invoice. Subscriptions are charged monthly in advance.
- Invoices are payable within 14 days of the invoice date, unless stated otherwise.
- In the event of late payment, the statutory interest under the Act of 2 August 2002 on combating late payment in commercial transactions is due by operation of law and without notice of default, together with a flat-rate compensation for recovery costs as provided by that Act.
7 Suspension for non-payment
If an invoice remains unpaid 14 days after its due date, we send a reminder. If it is still unpaid 14 days after that reminder, we may suspend the service (hosting, access, maintenance) until payment has been received. Data is not deleted during the suspension. The service resumes within 1 working day of receipt of the payment.
8 Term and termination
- A subscription runs per month and is renewed tacitly. The customer can cancel it at any time, with effect from the end of the current month. A month that has started is not refunded.
- A one-off assignment ends with acceptance (article 5). Hosting and maintenance after that run as a subscription.
- We may terminate a subscription with 2 months' notice, or immediately in the event of a serious breach by the customer (for example unlawful use or persistent non-payment).
- After the agreement ends, we make the customer's data available for export for 30 days. After that it is deleted, except for what we are required by law to keep.
9 Maintenance and availability
- We keep the product secure and working to the best of our ability: security updates, follow-up of incidents, backups.
- We give no firm guarantee of availability. We carry out planned maintenance outside office hours as far as possible.
- New features or major changes are not covered by maintenance; they become a quote.
10 Intellectual property
- After full payment, the customer receives a non-exclusive, perpetual and transferable right of use of the product built for them, for the purposes of their business.
- The underlying software of MCHLBLLN (the shared foundation of our products, our development systems and reusable components) remains the property of MCHLBLLN. The right of use includes its use as part of the customer's product.
- Content supplied by the customer (texts, logos, photos, data) remains the customer's. The customer grants us the right to use it to perform the agreement, and declares that they hold the necessary rights to it.
- We may mention the project as a reference (name, logo, screenshot), unless the customer refuses.
11 Obligations of the customer
- Provide correct and complete information, and answer in good time the questions that are needed to proceed.
- Use the product only lawfully, and not supply content that infringes the rights of others.
- Keep access credentials secret, and notify us immediately of any misuse.
12 Liability
- We have an obligation of means: we do what may reasonably be expected of a diligent service provider.
- Our total liability is limited, per incident and per year, to the amounts the customer paid us in the 12 months before the incident.
- We are not liable for indirect damage, such as loss of profit, loss of turnover, loss of data or customers, or damage to third parties.
- We are not liable for failures at third parties over which we have no control (hosting, payment or email services, the internet), unless caused by our fault.
- These limitations do not apply in the event of intent, fraud or gross fault, or where the law prohibits a limitation.
13 Personal data
We process personal data in accordance with our privacy statement at michielbellen.be/privacy. Where we process personal data for the customer (for example data of the users of their product), the data processing agreement in the annex applies, which is accepted together with these terms.
14 Confidentiality
Both parties keep the other party's confidential information secret, also after the agreement has ended, unless the law requires disclosure.
15 Force majeure
A party that cannot perform its obligations because of force majeure is not liable for this for as long as the force majeure lasts. If it lasts longer than 60 days, either party may terminate the agreement in writing, without compensation.
16 Changes to these terms
We may change these terms. A new version applies to new quotes. For ongoing subscriptions it applies 30 days after we have notified the customer by email; a customer who does not agree may cancel free of charge during that period.
17 Governing law and competent court
Belgian law applies. Disputes are submitted to the Enterprise Court of Antwerp, Hasselt division. We always try first to reach a solution together.
18 Language
The Dutch text is binding. Translations are an aid.