1. Definitions

In these General Terms and Conditions, the following terms are referred to:

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

1.2. Client: Any natural or legal person using 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 associated documents such as quotations and project proposals.

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

2. Applicability

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

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

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

2.4. In case of a conflict between the provisions in the Agreement and these General Terms and Conditions, the provisions in the Agreement shall prevail unless expressly stated otherwise.

2.5. If any provision in these General Terms and Conditions is found to be void or unenforceable, the remaining provisions shall remain in full force. In such a case, the Parties shall negotiate in good faith to establish a valid and enforceable provision to replace the void or unenforceable provision, which as closely as possible achieves the purpose and intent of the original provision.

3. Offers and Quotations

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

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

3.3. An Agreement is concluded when the Client accepts a written or electronic quotation from Ovida Web Agency. Acceptance of the quotation obliges the Client to purchase the Services described in the quotation at the prices and terms specified therein.

3.4. If changes to the specifications of the Services are necessary after the Client has accepted the quotation, Ovida Web Agency may revise the quotation and provide an adjusted quotation.

3.5. The prices stated in a quotation are exclusive of VAT unless otherwise indicated.

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

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

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

4. Execution of Services

4.1. Ovida Web Agency will make every effort to perform the Services to the best of its ability, in accordance with the Agreement and applicable professional standards.

4.2. Ovida Web Agency will adhere to the schedule and milestones as agreed in the Agreement but reserves the right to make reasonable changes to the schedule and milestones if necessary for the efficient execution of the Services.

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

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

4.5. In case of delays or issues that may affect the execution of the Services, the Parties will cooperate in good faith to find appropriate solutions and discuss any adjustments to the Agreement.

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

4.7. During the execution of the Services, Ovida Web Agency will take reasonable measures to ensure the availability and security of the websites, apps, or other products or systems. However, the Client is advised to regularly back up 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.

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 date of the invoice 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 in the invoice.

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

5.5. Any objections to an invoice must be communicated to Ovida Web Agency in writing within 30 days of receiving the invoice, failing which the invoice shall be deemed irrevocable 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 all outstanding amounts are paid in full.

5.7. The Client is not entitled to suspend or set off payments against any claims it may have against Ovida Web Agency, unless agreed otherwise 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 will be communicated in writing.

5.9. All payments must be made without any deduction, withholding, or setoff, unless otherwise agreed in writing between the Parties.

6. Intellectual Property

6.1. All intellectual property rights in the products and services delivered by Ovida Web Agency, including but not limited to designs, code, graphics, and text, remain the property of Ovida Web Agency unless expressly agreed otherwise in writing.

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

7. Confidentiality

7.1. Both Parties commit to strict confidentiality with respect to all confidential information they receive during the execution of the Agreement. Confidential information includes, but is not limited to, technical, commercial, financial, operational, or strategic information, including business plans, technologies, designs, source code, financial data, customer 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 execution 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, implementing appropriate security procedures and providing confidentiality agreements to their employees and subcontractors who have access to the confidential information.

7.4. The obligation of confidentiality shall remain in force 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 later becomes public without a breach of these General 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 the use of the confidential information of the other Party;
d. Must be legally disclosed, provided that the receiving Party immediately notifies the other Party and takes all reasonable steps to limit 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 case of a breach of the confidentiality obligations by either Party, the non-breaching Party may seek compensation for the damages suffered, without prejudice to other remedies available to the non-breaching Party.

8. Liability

8.1. Ovida Web Agency will make every effort 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 damage to reputation, arising from or related to the use of the Services.

8.3. The liability of Ovida Web Agency to the Client is limited to the actual amount paid by the Client for the specific Services giving rise to the liability, with a maximum limit 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 actions, or other unforeseen circumstances that are 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 promptly notifying Ovida Web Agency of the damage in writing and allowing Ovida Web Agency the opportunity to remedy any deficiencies or issues.

8.7. The Client shall indemnify Ovida Web Agency from any liability to third parties arising from or related to the Client's use of the Services, including any claims by third parties regarding intellectual property rights or violations of applicable laws and regulations.

8.8. To the extent permitted by applicable law, any liability of Ovida Web Agency is limited to the actual direct damages suffered, and this liability shall not exceed the total price of the Services as specified in the relevant Agreement.

9. Termination

9.1. The Agreement may be terminated by written agreement of both Parties or by either Party if the other Party breaches the Agreement.

10. Applicable Law

10.1. Belgian law applies to these General Terms and Conditions and the Agreement.

11. Dispute Resolution

11.1. All disputes arising from or related to these General 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 General Terms and Conditions. These General Terms and Conditions may be amended by Ovida Web Agency at any time, and the most recent version is always available on the website of Ovida Web Agency.