Terms Of Services

1. Definitions

In these Terms and Conditions, the following terms are used:

1.1. Ovida Web Agency: Refers to Ovida Web Agency, located at Grote Baan 218, 9120 Beveren, Belgium, with contact details including the phone number +32 3 288 07 22 and the email address [email protected].

1.2. Client: Any natural or legal person utilizing the services of Ovida Web Agency.

1.3. Services: The web design and development services, including website and app design, development, hosting, maintenance, and related services, offered by Ovida Web Agency.

1.4. Agreement: The written or electronic agreement between Ovida Web Agency and the Client regarding the provision of Services, including all related documents such as quotes and project proposals.

1.5. Parties: Ovida Web Agency and the Client, collectively referred to as "Parties".

2. Applicability

2.1. These Terms and Conditions apply to all offers, quotes, Agreements, and Services provided by Ovida Web Agency, unless otherwise agreed in writing.

2.2. The Client is deemed to have accepted these Terms and Conditions upon entering into an Agreement with Ovida Web Agency.

2.3. Any deviations from these Terms and Conditions are only valid if agreed upon in writing between Ovida Web Agency and the Client.

2.4. In the event of any conflict between the provisions of the Agreement and these Terms and Conditions, the provisions of the Agreement shall prevail, unless expressly stated otherwise.

2.5. If any provision in these Terms and Conditions is void or voidable, the remaining provisions shall remain in full force and effect. In such a case, the Parties shall negotiate in good faith to agree on a valid and enforceable provision to replace the void or voided provision, which aligns as closely as possible with the purpose and intent of the original provision.

3. Offers and Quotes

3.1. All offers and quotes from Ovida Web Agency are non-binding unless stated otherwise.

3.2. Offers and quotes from Ovida Web Agency are based on the information provided by the Client. The Client warrants that this information is accurate, complete, and up-to-date.

3.3. An Agreement is established when the Client accepts a written or electronic quote from Ovida Web Agency. Acceptance of the quote obligates the Client to purchase the Services described in the quote at the prices and conditions stated therein.

3.4. If, after acceptance of the quote by the Client, changes to the specifications of the Services are required, Ovida Web Agency may revise the quote and provide an adjusted offer.

3.5. Prices stated in a quote are exclusive of VAT unless otherwise indicated.

3.6. Ovida Web Agency reserves the right to withdraw or revise a quote if there are obvious errors, inaccuracies, or omissions in the quote.

3.7. Unless otherwise agreed in writing, quotes from Ovida Web Agency are valid for a period of 30 days from the date of the quote. After this period, Ovida Web Agency reserves the right to revise or withdraw the quote.

3.8. The Client is responsible for any costs incurred by Ovida Web Agency in preparing a quote, unless otherwise agreed in writing.

4. Performance of Services

4.1. Ovida Web Agency shall endeavor to perform the Services to the best of its ability, in accordance with the Agreement and applicable professional standards.

4.2. Ovida Web Agency shall adhere to the schedule and milestones agreed upon in the Agreement but reserves the right to make reasonable adjustments to the schedule and milestones if necessary for the efficient performance of the Services.

4.3. The Client shall provide all necessary cooperation to enable the performance of the Services, including providing required information, materials, and feedback within the agreed timelines.

4.4. Ovida Web Agency shall periodically report to the Client on the progress of the Services and communicate any changes to the schedule or milestones.

4.5. In the event of delays or issues that may affect the performance of the Services, the Parties shall cooperate in good faith to find suitable solutions and discuss any necessary adjustments to the Agreement.

4.6. Ovida Web Agency reserves the right to engage third parties in the performance of the Services if necessary, while ensuring the confidentiality and security of the Client's data.

4.7. During the performance of the Services, Ovida Web Agency shall take reasonable measures to ensure the availability and security of websites, apps, or other products or systems. However, the Client is advised to regularly create backups and implement security measures for its own data and systems.

4.8. Any changes to the specifications of the Services must be agreed upon in writing between the Parties and may result in adjustments to the price and schedule of the Services.

4.9. In performing the Services, Ovida Web Agency may utilize external tools and technologies, such as analytics and tracking services. For more information on how we process your data and use cookies, please refer to our Privacy Policy (https://www.ovida.be/privacy-policy) and Cookie Policy (https://www.ovida.be/cookie-policy).

5. Payment

5.1. The Client shall pay the fees charged by Ovida Web Agency for the Services in accordance with the agreed payment terms as set forth in the Agreement.

5.2. Unless otherwise agreed in writing, a payment term of 30 days from the invoice date applies.

5.3. All payments shall be made in the currency specified in the invoice and to the bank account of Ovida Web Agency as indicated on the invoice.

5.4. In case of late payment, the Client is automatically in default, and Ovida Web Agency is entitled to charge interest on the outstanding amount at the statutory interest rate, as well as all reasonable costs incurred by Ovida Web Agency to collect the outstanding payment, including collection and legal fees.

5.5. Any objections to an invoice must be communicated in writing to Ovida Web Agency within 30 days of receipt of the invoice, failing which the invoice shall be deemed irrevocably accepted and undisputed.

5.6. Ovida Web Agency reserves the right to suspend the provision of Services if the Client fails to meet its payment obligations until the outstanding amounts are fully paid.

5.7. The Client is not entitled to suspend or offset payments against any claims against Ovida Web Agency unless otherwise agreed in writing.

5.8. Ovida Web Agency reserves the right to adjust the prices for the Services annually, with reasonable prior notice to the Client. Any price adjustments shall be communicated in writing.

5.9. All payments shall be made without any discount, deduction, or offset unless otherwise agreed in writing between the Parties.

6. Intellectual Property

6.1. All intellectual property rights to the products and services provided by Ovida Web Agency, including but not limited to designs, code, graphic elements, and texts, remain the property of Ovida Web Agency unless otherwise agreed in writing.

6.2. The Client receives only a non-exclusive, non-transferable license to use the provided products and services for their intended purpose.

7. Confidentiality

7.1. Both Parties commit to strict confidentiality regarding all confidential information received during the performance of the Agreement. Confidential information includes, but is not limited to, all technical, commercial, financial, operational, or strategic information, including business plans, technologies, designs, source code, financial data, client data, and other business information.

7.2. Both Parties undertake to protect the confidential information of the other Party and not to disclose or use it for any purpose other than the performance of the Agreement, unless expressly agreed otherwise in writing.

7.3. Both Parties shall take all reasonable measures to ensure the confidentiality of the information, including but not limited to establishing appropriate security procedures and obtaining confidentiality statements from their employees and subcontractors who have access to the confidential information.

7.4. The obligation of confidentiality shall remain in effect during the term of the Agreement and for a period of [number of years] years after the termination of the Agreement, regardless of the reason for termination.

7.5. The obligation of confidentiality does not apply to information that:
a. Was already publicly available at the time of disclosure or becomes publicly available later without a breach of these Terms and Conditions;
b. Was already in the possession of the receiving Party without any obligation of confidentiality;
c. Is independently developed by the receiving Party without using the confidential information of the other Party;
d. Is legally required to be disclosed, provided the receiving Party immediately notifies the other Party and takes all reasonable steps to limit the disclosure.

7.6. Upon termination of the Agreement, both Parties shall, at the request of the other Party, return or destroy all confidential information, including all copies and electronic data.

7.7. In the event of a breach of confidentiality obligations by either Party, the non-breaching Party may claim compensation for the damages suffered, without prejudice to other remedies available to the non-breaching Party.

8. Liability

8.1. Ovida Web Agency shall endeavor to perform the Services to the best of its ability but provides no guarantees regarding the results of the Services. The Client understands and accepts that the success and effectiveness of the provided Services may vary depending on various factors.

8.2. Ovida Web Agency shall not be liable for any direct, indirect, incidental, consequential, or special damages, including but not limited to data loss, loss of profits, business interruption, or reputational damage, arising out of or related to the use of the Services.

8.3. The liability of Ovida Web Agency to the Client is limited to the amount actually paid by the Client for the specific Services giving rise to the liability, with a maximum of [amount] euros.

8.4. Ovida Web Agency shall not be liable for any damage or loss caused by force majeure, such as natural disasters, strikes, war, terrorism, government measures, or other unforeseen circumstances reasonably beyond the control of Ovida Web Agency.

8.5. The Client is responsible for regularly backing up its data and taking appropriate security measures for its systems. Ovida Web Agency shall not be liable for loss or damage to the Client's data or systems.

8.6. Any liability of Ovida Web Agency is subject to the Client immediately notifying Ovida Web Agency in writing of the damage and allowing Ovida Web Agency to address any deficiencies or issues.

8.7. The Client indemnifies Ovida Web Agency against any liability to third parties arising out of or related to the Client's use of the Services, including any third-party claims regarding intellectual property rights or violations of applicable laws and regulations.

8.8. To the extent permitted under applicable law, any liability of Ovida Web Agency is limited to the direct damage actually suffered and shall in no case exceed the total price of the Services as stated in the relevant Agreement.

9. Termination

9.1. The Agreement may be terminated by written consent of both Parties or by either Party if the other Party breaches the Agreement and fails to remedy such breach within 30 days of written notice.

9.2. Upon termination, the Client is obligated to pay for all Services rendered and costs incurred up to that point. Ovida Web Agency shall transfer all relevant deliverables to the Client, subject to full payment.

9.3. Provisions intended by their nature to survive termination, such as intellectual property and confidentiality, shall remain in effect after termination.

10. Applicable Law

10.1. These Terms and Conditions and the Agreement shall be governed by Belgian law.

11. Dispute Resolution

11.1. Any disputes arising out of or related to these Terms and Conditions or the Agreement shall be submitted to the competent court in Antwerp, Belgium.

By using the services of Ovida Web Agency, the Client agrees to these Terms and Conditions. These Terms and Conditions may be amended by Ovida Web Agency at any time, and the most recent version is always available on the Ovida Web Agency website.