Article 1: Definitions and Scope of Application
For the application of the present general conditions, we understand by :
The Seller: M-Advise with its headquarters at Niguliste 2-47 10146 Tallinn Estionia.
The Customer or Customers: any person or entity that contracts with the Seller to purchase its services.
Unless otherwise agreed, the general sales conditions apply in full.
The Seller reserves the right to modify the present general conditions, which will take effect 45 days after their notification to the customer, unless the customer terminates the contract within this period.
Article 2 : Services
The services offered by the Vendor include advising and implementing marketing and communication strategies, carrying out certain graphic and printing tasks as well as organizing and subcontracting event management.
Article 3 : Formation of the contract
Any service provided by the Vendor is preceded by an offer to be returned signed, addressed to the Customer and whose validity is, unless otherwise stipulated, of one month. The Vendor may also accept verbal orders from its customers, which shall then be confirmed by the Vendor in writing (letter or e-mail) during the execution of the contract.
Any order placed by the Customer and accepted by the Seller is considered firm and final and cannot be retracted.
By placing an order with the Vendor, the Customer declares that he/she accepts the present General Terms and Conditions of Sale in full and without reservation.
The contract shall be deemed to have been concluded upon receipt by the Vendor, before the expiry of the period of validity of the offer, of the Customer's unreserved acceptance in writing (letter, e-mail) or by returning the duplicate of the offer signed by him. The Seller may, depending on the circumstances, be satisfied with a verbal acceptance. In such a case, the Customer's acceptance shall be irrevocably inferred from the fact that he accepts that the Vendor may begin his services.
Article 4 : Price
Unless otherwise stipulated in the offer, the services are payable within 15 days of the date of the invoice.
In the event of displacement on behalf of the customer, these expenses will be calculated from the head office (in the country concerned) until its return at the rate of 0,45€/km.
Within the framework of any new contract, the salesman sees the possibility of asking a deposit of 50% to the customer before the beginning of the service.
Article 5 : Execution of the Contract
Unless otherwise stipulated in the offer, the execution times are given as an indication only and are therefore not binding. In case of exceeding the deadline by more than 20% of the duration provided for in the order, the Customer may terminate the contract in case of non-performance fifteen days after sending a formal notice.
Place of Performance:
When the Seller has to execute the contract in whole or in part at the Customer's premises or at a third party location, the Customer shall provide the necessary infrastructure (workspace, power supply, data, equipment, etc.) for the execution of the contract.
In the event of force majeure, which renders the performance of the contract totally or partially impossible, the party suffering from such force majeure shall be relieved of all liability.
The following are considered by the parties to be cases of force majeure: war, civil war, strikes, lock-outs, breakdown of machinery, fire, flooding, interruption of means of transport, difficulties in the supply of raw materials, materials and energy, restrictions or provisions imposed by the authorities, delays due to suppliers and, in general, any cause leading to total or partial unemployment of its suppliers.
Article 6 : Guarantee
The Seller guarantees that it performs its services in accordance with the rules of the art and that its services are free of any defect.
Liability clause: The seller will never be held to more than the reimbursement of the service in case of error on his part. Nevertheless, he will do his utmost to ensure that the work is carried out correctly and in accordance with the objective set.
Article 7 : Complaints
Subject to what is specified for consumers in the previous article, any complaint relating to the execution of the services provided for in the contract must be formulated, by registered letter, within 15 working days following the execution of the service in question, including a precise and detailed description of the complaints. Once this period has elapsed, the services of the Vendor shall be deemed to have been accepted definitively and without reservation.
Article 8 : Termination for fault
In the event of serious misconduct by one of the parties, the other party has the right to terminate the contract with immediate effect. In such a case, a lump-sum compensation corresponding to 30% of the sums not yet invoiced by the Seller with a minimum of 250 € will be due.
Either party may terminate the contract in case of persistent contractual breach 14 days after sending a formal notice by registered letter with acknowledgement of receipt, referring to the breach in question. In this case, the indemnities mentioned in the previous paragraph will be due.
Article 9 : Intellectual property rights
Unless otherwise agreed in writing, all drawings, illustrations, photos, layouts, compositions, and more generally, all works or texts created by the Seller remain its exclusive property in accordance with the legal provisions on copyright. These elements may not be imitated or reproduced without its prior written authorization.
Article 10 : Protection of the Private Life
Article 11 : Default of payment
The Seller reserves the right to suspend any order management and all its services in case of non-payment.
In case of late payment, a late payment interest will be due by right and without prior notice. If the Customer is a consumer, the interest will be calculated at the legal rate. If the Customer is a professional, the interest will be calculated at the conventional rate of 12%. As irreducible compensation for damages caused by non-performance, the Customer shall also be liable to pay a fixed compensation of 10% of the unpaid price with a minimum of EUR 150.00 per invoice.
Failure to pay an invoice shall entitle the Seller to suspend all its services and to resume them only after full payment of the services due and payable or if a satisfactory guarantee of payment is provided.
Article 12: Applicable law and dispute resolution
The contract concluded between the parties as well as the present general conditions are subject to Belgian law.
Any dispute concerning the validity, interpretation or execution of the contract or these general conditions shall be submitted to the exclusive jurisdiction of the Estonian courts.