These terms and conditions and the offer (if duly accepted by both parties), together with any amendments thereto, set out the entire agreement between the parties in relation to the services described in the offer (if duly accepted by both parties), and supersede any specific customer conditions or any oral or written communications between the parties. No exceptions to these general terms and conditions will apply, unless made by prior written agreement of the parties. In case of inconsistency between these general terms and conditions and the offer (if duly accepted by both parties), these general terms and conditions shall prevail.
2. Jaywalk offers are not binding and exclude VAT and shipping costs. They are valid for 15 calendar days from the date of issue. After that, they are null and void.
3. Jaywalk can enter into contract only via the signature of a duly mandated person. Unless expressly mandated, attendants and members of Jaywalk staff are not empowered to enter into an agreement on Jaywalk’s behalf.
4. The customer is considered to be bound as soon as it has entered into a contract with Jaywalk’s member of staff or representative, and/or when it sends an order to Jaywalk.
5. All orders will be subject to an advanced deposit payment of 30% calculated on the total amount of the offer excluding VAT. This deposit must be paid upon signature of the offer (if duly accepted by both parties) before the delivery of the services.
6. Any change to the order occurring after its entry into force will have to be sent in writing to Jaywalk which, if accepted, reserves the right to change its offer accordingly and claim adjustment of the advance payment.
7. In case of pure cancellation of a valid order, the advance payment paid by the customer to Jaywalk may be retained by Jaywalk as a lump sum, in addition to reimbursement to Jaywalk of all costs incurred up to the day of cancellation, without prejudice to Jaywalk’s right to demand additional compensation, upon justification of additional damages due to the cancellation.
8. The customer is solely responsible for the files and the contents thereof, models, drawings, materials or any other element that it transmits to Jaywalk in connection with the execution of the order. It guarantees that it owns and / or is legally authorised to (i) use, display, communicate and transfer all the transmitted elements (typography, photographs, drawings, models, ...); and (ii) allow others to use and display these elements. The customer will hold Jaywalk harmless from any third party claims relating thereto, in principal, interest and costs. Jaywalk reserves the right to refuse the broadcast of any file containing a political allusion, xenophobia, or which would be contrary to law or morality. If the distribution / production would be banned by the administrative or judicial authorities for any reason whatsoever, the customer remains fully liable for payment of the price agreed in the order.
9. Jaywalk will provide the customer with the deliverables by transferring the source code to the customer by electronic means. As from this transfer, the customer will be responsible for all back-ups of the delivered items, as well as its data, files and content. To the extent set forth in the order, Jaywalk will provide the customer with the latest version of the customer’s relevant data, files and content at regular intervals, allowing the customer to set-up and maintain the back-ups. If data, files or content are lost or damaged for any reason, Jaywalk may assist the customer in reloading the latest available back-up, subject to additional billing at an hourly rate of 100€ (excl. VAT).
10. After the initial transfer, the customer shall be entitled to provide its comments on the deliverables twice and Jaywalk shall duly take these into account to update the deliverables. Any additional round of comments and updates shall be subject to additional billing at an hourly rate of 100€ (excl. VAT). Once all comments have been submitted, Jaywalk shall fix all bugs in the deliverables during a 30 day-period. The deliverables will be considered final and accepted after this 30-day period (or in case of (partial) use thereof), whichever occurs first. Any corrective maintenance after acceptance date shall be subject to additional billing at a rate set forth in the offer (if duly accepted by both parties). Evolutive maintenance (such as modifications to the deliverables required by updates to any supporting software) as from acceptance date shall be subject to additional billing at an hourly rate of 100€ excl. VAT, unless otherwise set forth in an offer (if duly accepted by both parties).
11. The delivery and execution times are provided for information only and are not binding upon Jaywalk unless agreed otherwise in writing. A delay in execution or delivery shall not give rise to any compensation, damages or early termination (resolution) of the order, except as set forth in section 15.
12. If set forth in the offer (if duly accepted by both parties), hosting services shall be provided by Jaywalk. These services shall be subcontracted by Jaywalk to a third party, and customer agrees that additional conditions may apply, in order for Jaywalk to mirror the subcontractor’s terms. Hosting services shall be invoiced yearly and in advance, unless agreed otherwise. Jaywalk’s provision of hosting services shall not alter customer’s obligation to maintain back-ups pursuant to section 9 above.
13. Invoices are payable as set forth in the order document or on the invoice. Any invoice unpaid at due date will be increased without prior notice with an interest of 1% per month until payment, in addition to a conventional penalty clause of 15% with a minimum of €125.00. In case of non-payment on the agreed date, Jaywalk also reserves the right to immediately suspend any further execution of work and deliveries, regardless of its right to terminate the contract for customer’s breach and to claim damages.
14. Claims relating to deliverables are only admissible if notified by registered mail with acknowledgment of receipt within seven business days (Saturdays, Sundays and bank holidays not included) following the transfer referred to in Article 9. Any claims submitted after this period shall be null and void. These claims do not suspend the obligation to pay by the agreed term. The customer acknowledges and agrees that Jaywalk has an obligation of means and not results, within the framework of its mission.
15. In any event, Jaywalk’s liability for proven direct damages will be limited to the amount paid by the customer in compensation of the services which gave rise to Jaywalk’s liability. The customer irrevocably waives any attempt to engage the responsibility of Jaywalk for other damages, including indirect and consequential damages such as, damages to reputation, lost profits or commercial loss. Besides, as a result of section 9 above, Jaywalk cannot be held liable for loss of, or damage to data.
16. Neither Party shall be in breach of this contract nor liable for any delay in performing, or failure to perform, any of its obligations if such delay or failure results from a Force Majeure Event, i.e. an event the occurrence of which is beyond the reasonable control of the affected party, including (a) Act of God (including earthquake or other natural disaster), act of terrorism, war or warlike operations, civil unrest or riot; and (b) default of third parties, industrial action (other than of the affected party’s own workforce), fire, flood, explosion or malicious damage, or failure of plant or equipment (but only to the extent that any of these is beyond the reasonable control of the affected Party).
17. The contract may be terminated by the customer with 3 months prior written notice, being understood that no refunds will apply, and that the full price of any deliverable shall be due notwithstanding termination of a contract. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to both parties’ respective successors and assignees. This includes section 17.
18. Any communication between the parties, which does not result in change to the obligations under this Agreement may be made by electronic means, the parties agreeing to consider e-mail and electronic files as binding until proven otherwise.
19. Jaywalk, as processor of the Personal Data shall:
20. The nullity of a clause of these conditions does not alter the validity of the remaining provisions. The lack of performance of a right set out in these terms and conditions shall not be construed as a waiver of the latter by Jaywalk. Any waiver by Jaywalk of any if its rights under the contract shall be in writing.
21. This agreement is governed by Belgian law and any dispute relating thereto shall be the exclusive jurisdiction of the courts of the district of Brussels. All proceedings shall take place in French.