Statement of Rights and Responsibilities, Conditions & Terms of Service

Article 1. Implementation of the terms of service

1.1. By ordering the services or products of WaveLab Comm.v, the customer agrees to this statement, regardless of any conflicting conditions mentioned on the customer’s own documents.

Article 2. Offers, quotes and proposals, order confirmations

2.1. All of WaveLab’s offers, quotes and proposals of are without engagement until the customer accepts and agrees to an offer, quote or proposal and confirms this by e-mail confirmation or by signing and returning a printed copy of the digital offer, quote or proposal. Each order or order confirmation submitted by the customer commits the customer. The agreement replaces all previously installed or negotiated agreements. De order will be valid as soon as a 30% deposit has been received. Should circumstances (extreme urgency) prevent the normal procedures to be followed, the customer automatically agrees to all conditions in this statement.

Article 3. Cancelling an order

3.1. A client can cancel an order as long as WaveLab hasn’t started any activities for said order. Cancellation settlement includes an indemnification cost of 30% of the total invoice, with a minimum of €750.

Article 4. Delivery

4.1. The delivery date is only set as an indication and in no way commits WaveLab. Delays in the delivery do not entitle the customer to a damage claim of any sort, a discount or cancellation of the order or agreement.

4.2. If both parties agreed to a commitment deadline or to a specific and precise time of delivery, this time of delivery will shift forward in case of delays caused by the customer not supplying information, documents, originals or images in a timely manner, or in case additional orders are made that influence the original order.

Article 5. Risk

5.1. All assets owned by the customer that temporarily are stocked at WaveLab, are being kept with good care but at the client’s risk.

Article 6. Payment procedure

6.1. For every order, a 30% down-payment of the to be invoiced amount needs to be made by the customer, with a minimum of 750 EUR. The remainder is due upon delivery of the order.

6.2. All invoices are to be paid at latest on their due date or expiry date, by means of bank transfer to WaveLab’s bank account number. Every payment made will be charged to the oldest expired invoice, and first to the outstanding interests and costs. Granted discounts are void if the customer does not comply with the general terms and conditions of sales.

6.3. In case the customer does not proceed with payment within 8 days after receiving a reminder from WaveLab, the customer is indebted to WaveLab a negligence interest of 12% per year, and an additional default damage compensation claim of 10% of the original amount on the invoice with a minimum of €125, beginning on the first date of the reminder, until the payment is fully completed.

WaveLab reserves the right to hold all activities and pause commitments until the customer has paid all outstanding expired invoices. Every delay in payment by the customer makes all amounts due claimable at once.

Article 7. Complaints – contesting/objecting to an invoice

7.1. Every objection needs to be delivered to WaveLab within 8 days after receiving the invoice. For complaints regarding the services or products delivered, the term starts the day after delivery of said services or products. In regards to the invoice, the term starts at the date mentioned in the invoice. Absence of complaints or objections equals effective acceptance of services and products, and payment is due.

Article 8. Liability

8.1. WaveLab commits to provide all services with the greatest care. All prestations are commitments of means. WaveLab cannot be held responsible for errors and mistakes in the execution due to insufficient or inaccurate information by the customer.

8.2. WaveLab cannot be held accountable for any mistake (even serious ones) made by contractors or other freelancers work has been outsourced to, except in case of fraud. WaveLab can, whichever the cause, form or object of the liability claim, in no way be held accountable for any damage caused such as for instance loss of expected profits, decline in turnover, increased operational costs, loss of clients, which the customer could suffer caused by any mistake or act of negligence by WaveLab or its contractors.

8.3. The liabilty of WaveLab regarding services or products sold to the customer is in any case limited to either a refund of the by the customer paid invoice, or to re-execution of the service or product, whichever WaveLab decides to do. The total liability can never, under no conditions, exceed the amount paid by the customer to WaveLab for the services or products that have lead to this liability claim.

8.4. For services provided by contractors or freelancers, WaveLab accepts no liability other than the liability those contractors or freelancers are prepared to accept for their products or services delivered.

Article 9. Liability – software

9.1. Notwithstanding article 8, the following applies to software: the flawless operation of a computer configuration (the set of hardware and software) can never be fully guaranteed, both due to external factors (power failure or malfunction, lightning, …) and because of factors specific to the computer configuration (failures, network failures, undetected errors in system and application software, …), so unexpected losses of (even all) programs and / or data can occur. The customer should take the necessary precautions for the protection, preservation and restoration of his data.

Article 10. Intellectual property rights

10.1. Intellectual Property Rights cover all intellectual, industrial and other proprietary rights (whether registered or not), including but not limited to copyright, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawing or model, patents, applications for patents, domain names, know-how and rights to databases, computer programs and semiconductors.

10.2. Both parties agree that the concept of a website (specifically the construction of the screens of the website main navigation) will not be protected by Intellectual Property Rights. The customer may see a similar structure found in other sites developed by WaveLab.

10.3. The Intellectual Property Rights associated with the visual design of the website created by WaveLab will be transferred to the customer. This transfer applies to the fullest extent, for all operating modes and forms, for the entire duration of the applied rights and over the entire world. Moreover, the customer receives a nonexclusive user license to all codes used on the website. This license is valid for the entire duration of the protection of the code by copyright and for the entire world. However, if the website contains photographs or drawings that were not provided by the customer, but were taken from a website that publishes online photos and illustrations (for payment or not), then the license acquired by the customer for these pictures and drawings obtained, depends on the conditions stipulated on the website of this online archive. In general, this will be a non-exclusive license. WaveLab makes no warranties regarding to these photographs and illustrations.

10.4. The Intellectual Property Rights related to the CMS (ie the software required to manage the content of the website) belong exclusively to WaveLab or a third party with whom WaveLab made an agreement. By paying an annual license fee specified in the offer of WaveLab, and under the condition of full payment of this fee, the customer gains a non-exclusive, nontransferable license to use this software. The customer is forbidden to grant sublicenses to third parties, or make the software available to third parties in any way, to share, use, or to commercialize for third parties .

10.5. The customer will always respect the Intellectual Property Rights of WaveLab and will make reasonable efforts to protect these rights. The customer shall immediately notify WaveLab from any infringement by a third party of these Intellectual Property Rights as soon as he becomes aware of it.

Article 11. Domain name

11.1. If the customer orders a domain via WaveLab, then the rights to the domain name are exclusively transferred to the client. WaveLab acts as an agent for the management of the domain and the customer pays the annual fee for these services to WaveLab. This management agreement is of indefinite duration and may be terminated by e-mail at latest two months before the domain name expires.

Article 12. Termination of the agreement

12.1. If the client is guilty of a serious breach of contract that the client does not rectify within 8 days after receiving an official notice, WaveLab is entitled to either (i) suspend the agreement with the customer and its commitments, or (ii) end the agreement with immediate effect. The non-payment of one or multiple invoices on their due date will always be considered a serious breach of contract.

12.2. Upon termination of the agreement, the customer will pay for all services provided by WaveLab, and the costs WaveLab incurs as a result of such termination, plus a penalty of 30% of the amount WaveLab had been able to invoice the customer if the agreement would have been fully implemented. Any advance payments or deposits shall remain for WaveLab. WaveLab also reserves the right to claim higher damages if it proves that its actual damages are greater than the liquidated damages as defined above.

12.3. Nevertheless, each party accepts that the other party needs a reasonable time to fix any deficiencies, and to always seek an amicable settlement first.

Article 13. Confidentiality

13.1. Parties commit to keeping the sensitive commercial and technical information and other confidential company knowledge they share in the light of a project strictly to themselves, even after termination or completion of the agreement.

Article 14. References

14.1. The client agrees that the products developed by WaveLab are being added to the reference portfolio of WaveLab.

Article 15. Force majeure

15.1. Unpredictable circumstance and social situations as strikes, public disturbance or administrative measures out of WaveLab’s control, exempt WaveLab of commitments for the duration of the nuisance without any right to price reduction or compensation for the customer.

Article 16. Nullification

16.1. In the event one or more of the articles in this statement renders void, the remaining articles will remain in effect and WaveLab and the customer will replace the void article with another article that is a much in line with the original article as possible.

Article 17. Legislation – jurisdiction

17.1. WaveLab is a Belgian company and works under/abides Belgian laws and legislation. Any legal dispute regarding validation, execution or termination of an agreement will be taken to the will be taken to the qualified courts.


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