Terms & Conditions
GENERAL TERMS AND CONDITIONS HYPERFOX
1 OFFER AND ACCEPTANCE
1.1 All offers and quotations by Hyperfox BV are entirely without obligation.
1.2 Offers and quotations by Hyperfox BV shall remain valid for 1 month, unless another period is specified by Hyperfox BV. Invoicing shall be based on the order form and any additional work ordered or carried out during the order.
1.3 Changes in the originally concluded agreement between the client and Hyperfox BV shall only be valid from the moment that these changes have been accepted by both parties through an additional or amended agreement.
1.4 A composite quotation does not oblige Hyperfox BV to perform part of the assignment at a corresponding part of the quoted price.
1.5 Offers or quotations do not automatically apply to future assignments.
1.6 The client acknowledges mutual e-mail as legal, valid proof in accordance with Article 2281 of the Civil Code.
2 EXECUTION OF THE WORK
2.1 Hyperfox BV shall carry out the works to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2.2 If and insofar as a proper execution of the works requires it, Hyperfox BV has the right to have certain work performed by third parties, whether or not as a subcontractor.
2.3 The client shall ensure that all data, which Hyperfox BV indicates to be necessary or which the client should reasonably understand to be necessary for the execution of the work, are provided to Hyperfox BV in a timely manner. If these necessary data are not provided to Hyperfox BV on time, Hyperfox BV shall be entitled to suspend the implementation of the works and/or charge the client for the extra costs resulting from the delay in accordance with the usual rates.
2.4 Hyperfox BV shall not be liable for damage, of whatever nature, due to incorrect and/or incomplete data provided by the client, unless such inaccuracy or incompleteness should have been apparent to Hyperfox BV.
2.5 If it is agreed that the agreement will be implemented in phases, Hyperfox BV may suspend the implementation of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
2.6 If work is performed by Hyperfox BV or third parties engaged by the client in the context of the assignment at the client’s location or a location designated by the client, the client shall provide the facilities reasonably required by those employees free of charge.
3 DURATION AND TERMINATION
3.1 Analysis, design, programming and restyling
3.1.1 The analysis, design, styling, restyling or reworking of a new website or other computer programmes is a contract work carried out on a directional basis. Work for which no delivery time has been agreed in advance will be carried out within a reasonable period, at an hourly rate of 100 euros, unless explicitly agreed otherwise.
3.1.2 The execution period is suspended in the cases provided for in articles 2.3, 4.2, 4.4, 5 and 7.
3.1.3 The execution period ends with provisional delivery, which is tacit on the occasion of publication on the Internet.
3.1.4 After full delivery and completion of the beta phase on the internet, a period of 7 days follows in which the client can still make comments, after which the website is deemed to be definitively delivered.
3.1.5 Hyperfox BV guarantees a period of 1 month for all bug fixes.
3.2 Maintenance Contracts
3.2.1 Maintenance Contracts commence on the day of provisional delivery as stipulated in 3.2.2. and are entered into for an indefinite period of time, unless explicitly agreed otherwise.
3.2.2 Maintenance contracts of indefinite duration are terminable at any time subject to twelve months’ notice.
3.2.3 Late payment of one or more invoices relating to maintenance (which are in principle due on a monthly basis) shall result in a suspension of the right to maintenance services from the first day after the due date, with the remaining instalments remaining due without prejudice.
3.2.4 Hyperfox BV shall make a helpdesk available to the client for the provision of verbal (telephone) and written (e-mail) advice regarding the use and operation of the website, at customary rates.
3.3.1 Hyperfox BV may immediately terminate an agreement with the client if the client does not, improperly or incompletely comply with the agreements entered into with Hyperfox BV including the accompanying terms of delivery.
3.3.2 Hyperfox BV has the right to terminate the agreements without notice of default or judicial intervention with immediate effect if the client is declared bankrupt, has applied for or obtained a moratorium or concordat, or otherwise loses full or partial control over its assets. The client shall then not be entitled to any damages.
4 TERMS AND CONDITIONS OF DELIVERY
4.1 Hyperfox BV performs work of consultancy.
4.2 If an advance payment was stipulated in the offer phase, the client is obliged to pay the advance payment after signing the order form. Hyperfox BV reserves the right to suspend the execution of the assignment until the agreed advance payment has been made.
5 FORCE MAJEURE
5.1 Hyperfox BV does not accept any liability if Hyperfox BV is unable to fulfil its obligations due to force majeure or extraneous cause.
5.2 In the event that the force majeure is only temporary in nature, Hyperfox BV will still endeavour to fulfil all obligations from the time that this is reasonably possible again. If mutual agreement between the client and Hyperfox BV concludes that this is no longer possible, the agreement will be revised or dissolved by mutual agreement. Any services already rendered by Hyperfox BV up to the moment of force majeure will still be invoiced.
6.1 All prices charged to private individuals include VAT, unless explicitly stated otherwise. Prices to VAT payers are always quoted exclusive of VAT.
6.2 The rates quoted are in principle fixed. However, a lifetime adjustment (= indexation) is possible as soon as the originally agreed price is more than 1 year old, or a price adjustment if rising exchange rates or other external causes have caused the prices of raw materials, software or parts to rise by at least 5%.
6.3 Other rate changes shall be announced by Hyperfox BV to the client at least 1 month in advance. The latter shall be entitled to terminate the agreement from the moment the adjusted rates become effective, but only in the event that the rate change would imply a price increase. Price reductions cannot constitute grounds for termination.
7.1 From the moment a design agreement is concluded between the client and Hyperfox BV, the client is obliged to pay. The client must pay the amount due within 7 days of Hyperfox BV sending the invoice.
7.2 For a maintenance agreement for a website, Hyperfox BV will send the client an invoice each period via e-mail in PDF format. The client shall pay the amount due within 7 days of the invoice being sent by Hyperfox BV. The maintenance period and payment period may be changed in a written agreement to the contrary.
7.3 From the moment that the client exceeds the payment period, he shall be in default, without a reminder or notice of default being required, and the client shall owe the official interest rate regarding the legislation on late payment in commercial transactions to Hyperfox BV on the outstanding amount, starting from the due date.
7.4 In addition, in such cases, either the actual collection costs incurred by the client or a compensation of 10% of the invoice amount, with a fixed minimum of 200 euro and a maximum of 2000 euro per invoice, at the discretion of Hyperfox BV.
7.5 In such cases, Hyperfox BV reserves the right to temporarily suspend any ongoing work or services provided, until the amounts due are received.
7.6 All protests regarding the delivered or invoiced services must be sent to Hyperfox BV within eight days on pain of lapse.
7.7 The Client shall only become the owner of or be granted the right of use to the goods and/or services provided from the moment that it has fulfilled all its obligations towards Hyperfox BV.
8.1 All material created by Hyperfox BV may not be edited or incorporated into websites other than those for which it was originally created without the express permission of Hyperfox BV.
8.2 The ownership of any ideas, concepts or designs provided by Hyperfox BV shall remain entirely with Hyperfox BV, unless expressly agreed otherwise in writing. In the latter case, Hyperfox BV may stipulate a fee for this. In case of proven violation of the said ownership, Hyperfox BV shall be entitled to charge a reasonable fee, to be determined by Hyperfox BV.
8.3 Hyperfox BV reserves the right to use the knowledge gained by performing the work for other purposes, provided that no confidential information is disclosed to third parties.
9.1 Insofar as Hyperfox BV in its activities is dependent on the cooperation, services and supplies of third parties, over which Hyperfox BV has little or no influence, Hyperfox BV can in no way be held liable for any damages whatsoever arising from these relationships with Hyperfox BV or the termination thereof, regardless of whether these damages arise or become apparent during the relationship with Hyperfox BV.
9.2 In the event of attributable failure to comply with the agreement Hyperfox BV shall only be liable for replacement damages up to the invoice amount. Any liability of Hyperfox BV for any other form of damage is excluded, including compensation for indirect damage, consequential damage or damage due to lost sales or profits.
9.3 The client should be aware that information sent via the internet can be intercepted by third parties. Hyperfox BV cannot be held liable for damage in any form caused by the transmission of confidential or secret information. The assignor shall take out adequate insurance against this itself, waiving recourse against Hyperfox BV and indemnifying the latter in principal sum, interest and costs.
9.4 Hyperfox BV acknowledges that in the execution of this work it may become aware of information of a strictly confidential nature. It shall not disclose such information except with the express written consent of the other party. Hyperfox BV also imposes this obligation contractually on its personnel and its subcontractors. In case of doubt as to whether or not information is confidential, the other party will be contacted prior to any disclosure.
9.5 Hyperfox BV is not responsible or liable for the content of the material provided by the client that is placed on the website of the client.
9.6 Nor is Hyperfox BV responsible for links provided on a website. The client shall ensure that it has the necessary permissions and the right to provide links to external websites.
9.7 The content of the data dissemination and publication shall in all cases remain the sole responsibility of the client. Hyperfox BV shall not be deemed to restrict or supervise these, nor can Hyperfox BV be held liable for the content of its own publication. All necessary copyrights, fees, expenses or penalties shall be borne by the client.
9.8 The client shall indemnify Hyperfox BV against all claims in principal, interest and costs relating to matters for which the client is responsible.
10.1 The client shall notify Hyperfox BV immediately in writing of any changes in client data.
10.2 This applies to any change of address, change in contact person or authorised person, telephone, fax data, email addresses, domain names, etc..
10.3 If the client fails to do so, the latter shall be fully liable for any damage caused by this by Hyperfox BV.
11 TRANSFER OF RIGHTS AND OBLIGATIONS
11.1 Neither Hyperfox BV nor the client shall be entitled to transfer their rights or obligations arising from concluded agreements to a third party without the prior written consent of the other party.
12 MISCELLANEOUS PROVISIONS
12.1 Hyperfox BV will not provide personal data of the client to third parties without a legal obligation to do so. This also applies to any confidential information provided to Hyperfox BV for the purpose of executing an agreement.
12.2 The identity data of the client will be stored in our database for internal use. The client always has the right to request changes or deletion of their data in writing.
12.3 By accepting these terms and conditions, the client consents to the use and communication of its identity data for promotional purposes. However, the client can always request amendment or deletion of his data from our database in writing.
12.4 Where necessary, changes to an agreement may be made after written confirmation by both parties. As a result, the agreed time of delivery may change. Hyperfox BV will inform the client of the new completion date and any financial consequences as soon as possible.
12.5 Hyperfox BV is entitled to refer to the delivered end products for promotional purposes as a reference, unless expressly agreed otherwise.
13 DISPUTES AND APPLICABLE LAW
13.1 If by court order one or more articles of these terms and conditions are declared invalid, other provisions of these terms and conditions shall remain in full force and Hyperfox BV and client shall consult in order to draw up new provisions to replace the void or annulled provisions.
13.2 All offers made and agreements concluded under these terms and conditions shall be governed exclusively by Belgian law. The parties expressly declare that the Vienna Sales Convention does not apply.
13.3 In the event of disputes relating to the interpretation, applicability, termination, cancellation or execution of the agreement, or to the content of these terms and conditions or any other related subjects, with the exclusion of the payment of undisputed invoices, the parties undertake, before taking any legal action, to have recourse to mediation by a recognised mediator, on pain of inadmissibility.
13.4 The whole or partial invalidity of one or more provisions of this agreement shall not entail the nullity or voidability of the entire agreement.
13.5 Without prejudice to the above, and for all other matters, all disputes arising directly or indirectly from or related to the contract shall be brought before the Belgian territorially competent court in Leuven, which shall have exclusive jurisdiction.
13.6 These terms and conditions are subject to spelling errors.
13.7 The latest version in force at the time the agreement was concluded shall always apply.
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