GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES
1.1. The general terms and conditions of sale are applicable to all orders for services placed with VR AGENCY SRL, established in Brussels, Avenue Louise 54 – 1000 Brussels, hereinafter referred to as VR AGENCY. Registered office: esstraat 23 – 1932 st stevens woluwe.
1.2. These general conditions of sale are exclusively applicable, to the exclusion of any general or special conditions of the customer that VR AGENCY has not expressly accepted in writing.
1.3. VR AGENCY may modify the present general terms and conditions of sale at any time, subject to displaying these modifications on the website www.vragency.website. The customer is deemed to have taken cognizance of them, to have accepted all clauses and to have waived the right to invoke his or her conditions of purchase.
2.1. Unless otherwise stipulated in VR AGENCY’s special terms and conditions, our offers are valid for one month.
2.2. Any order that will not have been preceded by a written offer from VR AGENCY will only bind the company if a written acceptance has been sent by VR AGENCY.
2.3 Our agents or representatives have no power of representation. Sales negotiated by them therefore only become binding after VR AGENCY has sent a written acceptance of the order.
3.1. VR AGENCY’s prices are in Euros, exclusive of VAT. Any increase in VAT or any new tax imposed between the time of the order and the time of delivery will be charged to the customer.
3.2. VR AGENCY’s prices apply only to the provision of services described in the special conditions, to the exclusion of all other work and services. If these are ordered by the customer, they will be invoiced in addition to the price stated in the special conditions. Rates applied without quotation are : 85€ excl. VAT/hour
4.1. Invoices are payable, in the invoice currency, no later than 15 days after the invoice date. The fixed fee is payable at the beginning of the period. Non-payment of the fixed fee automatically terminates the monitoring contract. A 50% deposit is payable on signing the quotation.
4.2 Any complaint relating to an invoice must be sent in writing to VR AGENCY’s head office, 8 calendar days after receipt. Failing this, the customer will no longer be able to contest the invoice.
4.3 In the event of non-payment of an invoice on the due date, payment of all invoices becomes immediately due.
4.4. Any invoice unpaid on the due date will, ipso jure and without formal notice, generate late payment interest of 1% per month, with a minimum of €50.00.
4.5. Any invoice unpaid on the due date will, in addition, be subject, ipso jure and without formal notice, to a flat-rate penalty of 15% of the unpaid amount by way of damages.
5.1. This contract is valid until completion of the site or, if applicable, until the customer terminates the contract for flat-rate monitoring.
6.1. Unless expressly guaranteed in the special conditions, the delivery deadlines mentioned in the special conditions are not strict deadlines. VR AGENCY may only be held liable if the delay is significant and attributable to its gross negligence.
6.2. The customer may not invoke delays in performance to request resolution of the contract, claim damages or assert any other claim, unless otherwise expressly agreed in writing by VR AGENCY.
6.3 Revisions after product delivery :
Revision 1 – max 15 days after free delivery.
Revision 2 – max 30 days after delivery 50% discount
Revision 3 – After 30 dayschange in hourly rates.
7.1. VR AGENCY guarantees that the software and elements created and supplied to the customer respect the rights of third parties and are not illegal.
7.2. The customer confirms that the material used or provided to VR AGENCY for use is not illegal and in no way violates the rights of third parties.
8.1. VR AGENCY undertakes to take all necessary care and diligence to provide a quality service in accordance with the practices of the profession and the state of the art. VR AGENCY is only responsible for an obligation of means.
9.1 VR AGENCY shall not be held liable: If the performance of the contract, or of any obligation incumbent upon VR AGENCY under these terms and conditions, is prevented, limited or disrupted due to a case of force majeure and more particularly, but not exhaustively, fire, explosion, failure of transmission networks, collapse of facilities, epidemic, earthquake, flood, power failure, war, embargo, law, injunction, demand or requirement of any government, strike, boycott, withdrawal of authorization of the telecommunication operator or any other circumstance beyond the reasonable control of VR AGENCY. In such event, then VR AGENCY, subject to prompt notification to the customer, shall be excused from performance of its obligations to the extent of such impediment, limitation or disruption, and the customer shall, in like manner, be excused from performance of its obligations to the extent that such party’s obligations relate to the performance so impeded, limited or disrupted, provided that the party so affected shall use its best efforts to avoid or remedy such causes of non-performance and that both parties shall proceed promptly once such causes have ceased or been removed. The party affected by an event of force majeure shall keep the other party regularly informed by e-mail of the prognosis for the removal or reinstatement of such event of force majeure. Should the effects of a force majeure event last longer than 30 days from the date of notification of the force majeure event to the other party, the contract may be terminated by operation of law at the request of either party, without entitlement to compensation on either side. Or due to the customer, in particular in the following cases:
9.2. The customer hereby acknowledges that fluctuations in bandwidth and the vagaries of the access provider are elements that may lead to discontinuity in the services offered by VR AGENCY and are external to these technical means.
9.3. Compensation owed by VR AGENCY in the event of service failure resulting from a fault established against it will correspond to the direct, personal and certain prejudice linked to the failure in question, to the express exclusion of any indirect prejudice such as, notably, commercial prejudice, loss of orders, damage to brand image, any commercial disturbance whatsoever, loss of profit or customer.
9.4. In any case, the amount of damages and interest that may be charged to VR AGENCY, if its responsibility is engaged, will be limited to the amount of the sums actually paid by the client to VR AGENCY for the period considered or invoiced to the client by VR AGENCY or to the amount of the sums corresponding to the price of the service, for the part of the service for which VR AGENCY’s responsibility has been retained. The lowest of these amounts will be taken into consideration.
9.5. The customer acknowledges that no stipulation herein shall release him/her from the obligation to pay all amounts due to VR AGENCY for services rendered.
10.1. The customer undertakes to have the necessary power, authority and capacity to enter into and perform the obligations hereunder.
10.2. The customer is fully and exclusively responsible for the passwords required to use the service. VR AGENCY disclaims all responsibility for any illicit or fraudulent use of passwords made available to the customer or generated by the customer. The provision of passwords is considered confidential. Any suspicion of disclosure, whether intentional or not, of the supplied passwords engages the sole responsibility of the customer, to the exclusion of that of VR AGENCY.
10.3. The customer alone shall bear the consequences of any malfunction of the service resulting from any use by members of his staff or by any person to whom the customer has provided his password(s). Likewise, the customer alone shall bear the consequences of the loss of the aforementioned password(s).
10.4. The customer undertakes to respect all legal and regulatory prescriptions in force and in particular those relating to data processing, files, freedoms and intellectual property, as well as the rights of third parties. The customer is solely responsible for the content of the publications he/she requests VR AGENCY to produce. The customer undertakes, in particular and in a non-limitative manner, to obtain the authorizations and to pay the possible rights on the texts, photos, illustrations, music and in general on any work used. The customer also undertakes to take out all necessary insurance with a reputable and solvent organization in order to cover all damages attributable to him/her within the framework of the present contract or its execution.
10.5. The customer declares that he/she fully accepts all legal obligations arising from the administration of its services, and that VR AGENCY cannot be sought or worried in this regard for any reason whatsoever, particularly in the event of violation of any law or regulation applicable to the customer’s services. Non-compliance by the customer with the points mentioned above and with the points mentioned in the special conditions, and in particular any activity likely to give rise to civil and/or criminal liability, will entail the right for VR AGENCY to immediately disconnect and/or interrupt the customer’s services without prior notice and to immediately terminate the contract by operation of law, without prejudice to the right to any damages and interest to which VR AGENCY may be entitled.
10.6. The customer agrees to pay directly to the author of the claim any sum that the latter may demand from VR AGENCY. In addition, the customer agrees to intervene at the request of VR AGENCY in any proceedings instituted against the latter, as well as to guarantee VR AGENCY against any condemnation that may be pronounced against it on this occasion. Consequently, the customer undertakes to be personally responsible for any claim and/or proceedings, whatever their form, purpose or nature, which may be brought against VR AGENCY and which are related to the customer’s obligations under the present contract.
10.7 The customer agrees to inform VR AGENCY within 48 hours of any change in his situation and within 24 hours of any loss of passwords.
10.8. The customer, for any contact with VR AGENCY, undertakes to clearly formulate his request, according to the usual rules.
10.9. The customer is solely responsible for complying with the obligations incumbent upon it, and in particular with regard to the protection of personal data under Regulation 2016/679 or the law of July 30, 2018. In particular, the customer is solely responsible for the legality of the data processing for which it is responsible, and for the compliance of the tools it intends to use. VR AGENCY assumes, vis-à-vis the customer, only an obligation to advise on the matter, which constitutes an obligation of means. The customer is responsible for all damage caused by the processing for which it is responsible, and expressly exonerates VR AGENCY from all liability to third parties, insofar as VR AGENCY has acted within the framework of its instructions and has assumed the obligations resting specifically on subcontractors.
11.1. The customer acknowledges having verified the suitability of the equipment and service to his needs and having received from VR AGENCY all the information and advice necessary to subscribe to the present contract with full knowledge of the facts.
11.2. VR AGENCY reserves the right to monitor compliance with the terms of use of the service.
12.1. Unless otherwise agreed in the special conditions, any computer code written for use by the customer will remain the property of VR AGENCY until full payment of all invoices relating to the service.
13.1. Both VR AGENCY and the customer agree not to disclose to third parties, except at the request of a competent authority, confidential information, including but not limited to access codes and passwords, financial information, billing data and information on hardware, software and service.
14.1. The contract is terminated by operation of law upon completion of the site or, if applicable, by termination by the customer within the framework of a fixed-price follow-up contract. In the latter case, the customer must send VR AGENCY a registered letter requesting termination.
14.2. For cancellation before the contract expires, the customer is free to cancel the contract by registered mail addressed to VR AGENCY. In this case, VR AGENCY will not reimburse any sums already paid. In the case of flat-rate follow-up contracts, any year started automatically entails payment of the annual fee. In all other cases, the customer shall owe VR AGENCY damages for early termination up to a maximum of 40% of the sales price.
14.3. Either party may terminate the contract ipso jure and without indemnity in the event of force majeure lasting more than 30 days.
14.4. In all other cases of breach by either party of any of its obligations under the contract not remedied within a period of 15 days from either an e-mail sent by the complaining party notifying the breaches in question, or any other authentic form of notification sent by the said party, the contract will be terminated ipso jure, without prejudice to any damages which may be claimed from the defaulting party. The date of notification of the letter containing the breaches in question will be the date of the postmark on the first presentation of the letter.
14.5. VR AGENCY reserves the right to interrupt the customer’s service if this service constitutes a danger to the security or stability of VR AGENCY’s infrastructure. Wherever possible, VR AGENCY will inform the customer in advance.
14.6. If necessary, VR AGENCY reserves the right to interrupt the service in order to proceed with a technical intervention to improve its operation or for any maintenance operation.
14.7. In addition, the service will be restricted, limited or suspended by VR AGENCY :
15.1. The fact that VR AGENCY does not at a given moment invoke any of the present general conditions and/or tolerates a breach by the other party of any of the obligations referred to in the present general conditions may not be interpreted as a waiver by VR AGENCY to subsequently invoke any of the said conditions.
16.1. The nullity of one of the clauses of the service contract signed with VR AGENCY, notably in application of a Law, a regulation or following a decision of a competent court that has become res judicata, will not entail the nullity of the other clauses of the service contract, which will retain their full effect and scope. In such a case, the parties shall, as far as possible, replace the invalidated provision by a valid provision corresponding to the spirit and purpose of the contractual conditions.
17.1. Any dispute directly or indirectly related to VR AGENCY’s contractual relations with the customer is the exclusive competence of the Courts and Tribunals of Brussels.
18.1. VR AGENCY’s contractual relations with the customer are governed by Belgian Law.
19. APPLICABLE LAW
19.1. Clause on the Sale of Leads
The leads provided by VR Agency have been obtained in an ethical and legal manner via data collection forms on niche websites. These leads are individuals or companies who have expressed interest in specific products or services by voluntarily filling in forms on these websites and giving their explicit consent to be contacted for commercial purposes.
By purchasing leads from VR Agency, the customer acknowledges and agrees that :
By accepting these terms and conditions, the customer acknowledges having read and accepted the terms of this clause on the sale of leads.
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