General terms and conditions Fresh Blend BV
**Fresh Blend BV**
Turnhoutsebaan 456
2970 Schilde, Belgium
VAT: BE1000.499.768
Website: https://freshblend.be
Email: finance@freshblend.be
Tel: +32 (0)3 535 10 10
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Article 1. Application
1.1. These general terms and conditions apply to all offers, agreements and articles of Fresh Blend BV, even if there are conflicting provisions in the customer's documents. By placing an order the customer accepts the general terms and conditions of Fresh Blend.
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Article 2. Offers and order confirmations.
2.1. All price quotations & proposals of Fresh Blend are non-binding until acceptance by the customer. The agreement comes into existence and binds the customer when the customer signs and returns the price quote unchanged for acceptance to Fresh Blend within 10 days. The agreement replaces all previous concluded agreements. The execution of the agreement is started as soon as the agreed advance payment is received and as stipulated in the quotation schedule.
2.2. Any performance agreements must be included and confirmed ready and clear in the order confirmation.
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Article 3. Modification or cancellation of the agreement
3.1. Cancellation of an order confirmation by the customer is possible as long as Fresh Blend has not yet started its work and subject to payment of compensation of 20% of the agreed price.
3.2. Changes in dates with respect to trainings and annual follow-up trainings or cancellation thereof by the Client do not affect the expiration date of the agreement and invoicing. The agreement is then deemed to have been executed by Fresh Blend and the invoice in this case is payable.
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Article 4. Subsidized training and counseling programs.
4.1. In the event that this agreement contains subsidized training or advice, the client expressly acknowledges that it is responsible for obtaining subsidies through KMO-portefeuille (VLAIO).
4.2. Cancellation or suspension of this agreement for failure or delay in obtaining grants is impossible and does not change the underwriting date, or, in the case of renewal, the due date.
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Article 5. Nature and scope of work
5.1. With respect to the provision of services Fresh Blend has an obligation of effort towards the client, which means that the agreed work will be performed to the best of its ability. All information provided by Fresh Blend about possible results of the work is purely indicative in nature. There is no obligation to achieve a specific result and/or any guarantee for a specific result, unless this is expressly agreed upon with the client in advance.
5.2. Fresh Blend is entitled to have work within the assignment performed by third parties. The associated costs may only be passed on with the client's prior consent.
5.3. The agreed work outside the order (additional work) will be paid by the client on the basis of actual costs. Fresh Blend is not obliged to perform additional work.
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Article 6. Delivery
6.1. The date of delivery of the agreed services is only indicative and does not bind Fresh Blend. Any delay in delivery does not entitle the client to compensation, price reduction or dissolution of the contract.
6.2. If the parties nevertheless very expressly agree on a binding delivery deadline, this deadline shall be extended if the customer is unable to provide necessary information, documents, images, etc. in a timely manner. Also if the customer does not accept the proposed proofs in time or changes the original order or places additional orders.
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Article 7. Risk
7.1. All information belonging to the client and located at Fresh Blend will be kept there at the client's risk.
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Article 8. Terms of payment
8.1. All invoices are payable within 15 days of invoice date via wire transfer to Fresh Blend's bank account number or via the QR code for online payment. Each wire transfer received will be charged to the oldest past due invoice, and first to the interest and fees due. Allowed discounts expire in case of non-compliance with the general conditions of sale.
8.2. If the customer fails to make payment within 10 days of receipt of a demand for payment, the customer shall be liable to pay Fresh Blend a negligence interest of 12% per annum, and liquidated damages of 10% of the invoice amount with a minimum of €100, from the date of demand for payment until payment in full. In addition, Fresh Blend reserves the right to cease further performance of its commitments until the customer has paid the past due invoices in full. Any delay in payment by the customer shall make all sums due payable at once.
8.3. Only payments by deposit into Fresh Blend's bank account (as stated on the invoice) or through the QR code for online payment are liberating.
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Article 9. Complaints - protest of the invoice
9.1. Complaints must be delivered by registered letter with motivation to Fresh Blend within a period of 10 days. For complaints or disputes regarding the services provided the period starts the day after delivery. With regard to the invoice, the period starts on the invoice date. In the absence of timely protest, the services/invoices are definitively accepted and payment is due.
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Article 10. Special provisions applicable to link building services
10.1. When link building services are provided by Fresh Blend they are on a rental basis and therefore never permanent in nature. From the date of termination or suspension of the agreement, the accumulated links pointing to the client's website may diminish or disappear entirely.
10.2. Fresh Blend reserves the right to immediately remove links to the client's website upon termination or suspension of link building services.
10.3. Customer acknowledges and accepts that the reduction or removal of links due to the termination or suspension of link building services shall not give rise to any form of damages or compensation.
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Article 11. Special provisions applicable to Digital Advertising services
11.1. Prices and click budget
- All prices quoted by Fresh Blend for digital advertising services do not include the click budget/advertising budget required for the platform being advertised.
- The monthly click budget is determined separately by mutual agreement and is entirely the responsibility of the client.
- The client must ensure timely payment of the click budget to the relevant advertising platforms, unless otherwise agreed.
- In the exceptional case where Fresh Blend advances and pays the click budget to the advertising service on behalf of the client, the related invoice is due immediately upon creation. The standard payment term of 15 days does not apply in this case, as it concerns funds that Fresh Blend has already paid from its own resources on behalf of the client.
11.2. Liability
- Fresh Blend is not liable for the results of the digital advertising campaigns, including but not limited to click rates, conversions or any other metrics, unless otherwise expressly agreed in writing.
- Client acknowledges that the results of digital advertising campaigns may vary and depend on various factors beyond Fresh Blend's control.
11.3. Termination
- Upon termination of the agreement, ongoing advertising campaigns will be discontinued within a reasonable period of time.
- Any remaining balance of the click budget must be used up before the end of the agreement, unless otherwise agreed.
- The advertising account, including all dates and ads, remains the property of Fresh Blend unless otherwise agreed upon.
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Article 12. Special provisions applicable to all activities related to building and maintaining websites
12.1. Property rights and transfer
All copyrights and other intellectual property rights relating to the websites built by Fresh Blend are vested in Fresh Blend until the customer has paid for the website in full.
**Delivery and access provision:**
Once Fresh Blend grants the client, or a third party at the client's request, access to the website under development by means of login and password information, the website is deemed to be delivered. Indeed, from that moment, the customer or the third party has the actual ability to access, copy or otherwise use the entire content, code and structure of the website. This granting of access will make the customer's payment obligation for the creation of the website immediately due and payable, regardless of the progress or completion status of the website.
Upon termination of the agreement and after full payment of the website creation costs, the copyrights are transferred in full to the customer. After full payment, the customer will receive the logins and passwords with full administration rights. After this transfer, Fresh Blend's responsibility ceases immediately.
12.2. Annual website maintenance contract.
The annual maintenance contract may include the following services:
- Regular updates to the website and installed plugins.
- Technical support and troubleshooting.
- Backup services.
The frequency of backups and the number of hours of technical support and troubleshooting are determined by the maintenance package selected.
Fresh Blend is not liable for damages resulting from failure to timely update plugins or other software components, including hacking attempts, unless such damages are the direct result of Fresh Blend's gross negligence.
12.3. Multilingual websites and AI translations.
Fresh Blend offers the ability to set up multilingual websites through plugins that use AI translation technology. Fresh Blend is not a translation agency and does not guarantee the accuracy, completeness or quality of AI-generated translations.
The customer acknowledges and accepts that automatic translations may have discrepancies compared to professional human translations. Any inaccuracies, inaccuracies or imperfections in the translations can be corrected by the customer himself through the provided management environment.
Complaints about the quality of AI-generated translations shall not give rise to price reduction, compensation, suspension of the payment obligation, or dissolution of the contract. The customer is at all times responsible for checking and, if desired, correcting the translations before publishing on the website.
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Article 13. Intellectual property rights
13.1. The contents on Fresh Blend's website, including but not limited to text, photographs, graphic illustrations, drawings, trade names and logos, are protected by copyright, trademark and/or any other intellectual property right. The information on this website may only be used by the user. In accordance with the aforementioned rights, the user is not legally permitted to transfer, reproduce, edit or distribute this information without the express and prior written consent of Fresh Blend.
13.2. The intellectual property rights associated with the visual design of the website created by Fresh Blend as well as the personalized online marketing advice are transferred to the customer. This transfer applies to the fullest extent. In addition, the customer receives a non-exclusive license to use all the codes used for the website. This license of use is valid for the duration of the code's copyright protection and for the entire world. However, if the website contains image material that was not provided by the customer, but was ordered by Fresh Blend on a website that provides online photos and illustrations whether or not for a fee, the license to use that the customer obtains on this image material is subject to the terms and conditions stipulated on the website of this online image database. In general, this license of use will be non-exclusive. Fresh Blend makes no warranty whatsoever with respect to these photographs and illustrations.
13.3. The intellectual property rights associated with the Content Management System belong exclusively to Fresh Blend or a third party with whom Fresh Blend has entered into an agreement in this regard. Subject to payment of an annual license fee, determined in Fresh Blend's quotation, and under the suspensive condition of full payment of this fee, the customer acquires a non-exclusive, non-transferable license to use this software. The customer is prohibited from granting sub-licenses to third parties, or in any way making the software available to third parties, communicating it, using it for the benefit of third parties or commercializing it.
13.4. The customer will respect Fresh Blend's intellectual property rights at all times and make reasonable efforts to protect them. The customer shall immediately inform Fresh Blend of any infringement by third parties of Fresh Blend's intellectual property rights of which it is aware.
13.5. Use of photos - Copyright/Copyright
All photographs, images or visual materials provided by the customer for use on the website remain the sole property of the customer. Customer warrants that it has all necessary rights, licenses and permissions to use and provide such material to Fresh Blend for incorporation into the website or marketing materials.
Fresh Blend can never be held liable for any infringements of copyright or usage rights when the supplied images originate from the client. The client expressly indemnifies Fresh Blend for all claims by third parties regarding copyright, licenses or usage restrictions on the supplied images.
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Article 14. Hosting Services
14.1. For hosting, Fresh Blend works with a specialized hosting partner. A description of the hosting services and the liability of this partner is included in a Service Level Agreement or SLA of this hosting partner. This SLA can be amended or modified by the hosting partner. At the client's request, Fresh Blend will provide the client with a copy of the current version of the SLA.
14.2 The hosting services are provided by Fresh Blend to the customer per hosting period (usually 12 months), subject to timely payment by the customer of the fee due. If the customer wishes to cancel this service, he must do so by remitting his cancellation to Fresh Blend by registered letter at least 60 days before the end of the current hosting period. In case of late cancellation, the client will owe the fee for the next hosting period.
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Article 15. Domain Name
15.1. If the customer orders a domain name via Fresh Blend, the rights associated with this domain name will accrue exclusively to the customer. Fresh Blend acts as an intermediary for the management of the domain name, insofar as the client pays the annual fee due to Fresh Blend for this purpose. This management agreement is of indefinite duration and can be terminated by registered letter no later than 3 months before the domain name registration is granted.
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Article 16. Liability - General
16.1. Fresh Blend takes extreme care in writing and publishing information on its website, but cannot in any way guarantee its accuracy or completeness. Fresh Blend therefore accepts no responsibility for any damage in any way caused by application, incompleteness or inaccuracy of the information on the website www.freshblend.be.
The information on the website is of a general nature. The information is not adapted to personal or specific circumstances, and therefore cannot be considered personal, professional or legal advice to the user.
Fresh Blend's site contains backlinks to other websites. Fresh Blend bears no responsibility or obligation for the information nor content of websites linked to our site. A link to another website is for the convenience of the user only. Browsing to and use of other sites linked to this website is always at your own risk. We reserve the right to modify or remove any backlink from our website at any time.
16.2. Fresh Blend undertakes to perform all services to be provided with care. All performances by Fresh Blend are resource commitments. Fresh Blend is not liable for errors in performance due to insufficient or incorrect input by the client.
16.3. Fresh Blend cannot be held liable for any fault (even a gross fault) of its or its appointees, except in case of fraud. Whatever may be the cause, form or object of the claim whereby the liability is invoked, Fresh Blend can under no circumstances be held liable for any consequential damage such as for example loss of expected profits, decrease in turnover, increased operational costs, loss of customers, which the customer or third parties may suffer as a result of any fault or negligence on the part of Fresh Blend or its agents.
16.4 The liability of Fresh Blend with respect to services provided to the customer is in any case always limited to either the refund of the price paid by the customer or the reperformance of the services, and this at the discretion of Fresh Blend. Fresh Blend's total liability will never exceed the price paid by the customer to Fresh Blend for the services that gave rise to the claim.
16.5. With respect to third-party supplier services, Fresh Blend assumes no liability above or beyond that which the third-party suppliers are willing to accept for their products or services.
16.6. Any natural person or company that places orders on behalf of third parties or with the request to invoice them to third parties shall make a case for these third parties in accordance with art. 1120 of the Civil Code and shall be personally liable for payment, should the third party fail to pay the invoice within the contractually stipulated period, even insofar as Fresh Blend agreed to the method of invoicing.
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Article 17. Liability - Software
17.1. Without prejudice to Article 16, the following applies to software: a flawless operation of a computer configuration (the whole of hardware and software) can never be fully guaranteed, due to external factors (such as, for example, but not limited to power failure or lightning strikes, etc) and due to causes specific to the computer configurations (such as, for example, but not limited to defects or undiscovered errors in system software, etc), which may lead to unexpected loss of (even all) programs and/or data. The customer undertakes to take the necessary measures for the security, preservation and repair of data.
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Article 18. Termination of the agreement.
18.1. If the customer is guilty of a serious contractual default which the customer fails to remedy within 10 days of receipt of a registered letter of formal notice, Fresh Blend shall be entitled either to suspend the contract until the customer has fulfilled his commitments or to terminate the contract immediately. Non-payment of 1 or more invoices on their due date will always be considered a serious contractual default.
18.2. Upon termination of the contract, the customer shall pay for all services rendered by Fresh Blend, as well as the costs incurred by Fresh Blend as a result of such termination, plus liquidated damages of 25% of the amount Fresh Blend could still have invoiced to the customer, had the contract been fully performed. Any advance payment made shall in any event remain vested in Fresh Blend. In addition, Fresh Blend retains the right to claim higher damages if the actual damages incurred exceed the flat-rate damages as stipulated above.
18.3. Nevertheless, each party accepts to grant the other party a reasonable time to resolve its possible deficiencies and to always seek an amicable settlement first.
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Article 19. Indexation
19.1. All amounts mentioned in this agreement are adjustable once a year to the Consumer Price Index of Belgium, on the expiration date of the agreement.
19.2. The adjustment is based on the following formula: new amount = original amount x (new index / old index), where:
- The original amount is the amount as stated in the agreement.
- The new index is the Consumer Price Index of Belgium at the maturity date of the agreement.
- The former index is the Consumer Price Index of Belgium at the date of conclusion of the contract or the last indexation.
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Article 20. Duty of confidentiality
20.1. The parties undertake to keep the commercial and technical information and trade secrets they learn from the other party, even after the termination of the agreement, confidential and to use them only for the performance of the agreement.
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Article 21. Force majeure
21.1. Force majeure situations such as, for example, strikes, administrative measures and other unexpected events over which Fresh Blend has no control, release Fresh Blend, for the duration of the nuisance and for their scope, from its commitments, without entitlement to any price reduction or compensation for the customer.
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Article 22. Nullity
22.1. If any provision of these general terms and conditions is void, the other provisions will remain in full force and effect and Fresh Blend and the client will replace the void provision with another provision that approximates the purpose and intent of the void provision as closely as possible.
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Article 23. Applicable law - competent court
23.1 Belgian law shall apply to the agreements of Fresh Blend. Any dispute relating to the conclusion, validity, performance and/or termination of this agreement shall be settled by the competent court in Antwerp.
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**These terms and conditions are valid from 01.01.2024**
**Fresh Blend BV**
Turnhoutsebaan 456
2970 Schilde, Belgium
VAT: BE1000.499.768
Ondernemingsnummer: 1000.499.768
For questions about these terms and conditions, please contact us at:
Website: https://freshblend.be
E-mail: finance@freshblend.be
Tel: +32 (0)3 535 10 10