Terms & Conditions

Terms & conditions - Cosmos Collective


Section 1 - Subject matter and scope



1.

These general terms and conditions for services apply to all services provided to you by Cosmos Collective BV as specified in a quotation and/or agreement between the Client and Cosmos Collective BV in which reference is made to these general terms and conditions for services.


2.

Nothing in these Terms and Conditions shall be considered or construed to constitute an agency, undertaking, partnership, representative or employment relationship between the parties for any purpose whatsoever, and the employees of one party shall not be regarded as the employees of the other party. Neither party has the right to act on behalf of the other, nor to claim that it has any such right or authority.


3.

If services are provided by Cosmos Collective BV, these terms and conditions will apply to the contractual relationship between the parties with regard to these services pending the conclusion of a written agreement.


4.

The Customer expressly waives its own terms and conditions, even if referenced in purchase orders, invoices and/or any other document.


Section 2 – Price, Billing and Payment



The Agreement states the prices for the services, payment and invoicing conditions and any changes thereto. The invoices are paid within 30 days of the date of receipt of the invoice. In the event of late or non-payment by the Customer of overdue invoices, Cosmos Collective BV is entitled to suspend the performance of its services until full payment of such invoices.


The services and all rights arising from the services provided (including but not limited to the intellectual property rights) remain the exclusive property of Cosmos Collective BV until the price has been paid in full (including any costs and taxes). The risk of loss and damage with regard to the services passes to the customer as soon as Cosmos Collective BV has provided the services.


If the customer does not pay due invoices on time (ie at the latest on the due date), Cosmos Collective BV is entitled to charge and collect default interest from the customer, without prior notice of default, on the undisputed amount of such invoice on the rate of 10% per annum commencing on the date on which such undisputed amounts become past due in accordance with the agreed billing and payment terms and continuously in respect of all such arrears until full payment thereof.


In addition to the foregoing, Cosmos Collective BV is also entitled, without further prior notice of default, to charge the additional costs necessary to effectively collect outstanding amounts and which are estimated at a fixed amount at a higher amount of either (i) 10% of the outstanding amount or (ii) €250, for administration costs and without prejudice to the right of Cosmos Collective BV to claim a higher compensation, subject to proof of higher damage actually suffered.


Section 3 - Responsibilities of Cosmos Collective BV

1.

Cosmos Collective BV guarantees that all services are performed in a professional manner and that all consultants of Cosmos Collective BV have the necessary expertise, training and skills to provide the services.


2.

Any replacement of a consultant of Cosmos Collective BV will: have the same expertise, training and skills as the replaced consultant.


3.

Cosmos Collective BV will make every possible and reasonable effort to provide the services within the terms stipulated in the Agreement.


Article 4 - Responsibilities of the Customer

To perform the Services under the Agreement, the Customer shall:



(a)

provide Cosmos Collective BV with all relevant data and information as reasonably required by Cosmos Collective BV;


(B)

make the necessary equipment and facilities available to Cosmos Collective BV.

(C)

grant Cosmos Collective BV unimpeded access to all grounds and locations, to the extent necessary for the provision of the services.


Section 5 - Liability



1.

The liability of Cosmos Collective BV to be proved by the Client is limited to direct damage resulting from errors, omissions, mistakes or errors by Cosmos Collective BV in the delivery of the services (on the basis of an Agreement), to the lowest of the following amounts: (i) either the amounts that the Customer has paid to Cosmos Collective BV under the Agreement, or (ii) the amount actually paid by the insurance company under the Supplier's professional liability insurance or (iii) EUR 20,000 for one claim. This limitation is cumulative and per damage cause. It applies to all causes of action and obligations in general, including but not limited to any claim of breach of contract and/or negligence.


2.

Cosmos Collective BV indemnifies the Client against direct damage due to death or personal injury caused during the delivery, installation or performance of the performances provided by the Agreement and that is due to the unlawful behavior of Cosmos Collective BV, up to a maximum amount as covered by Cosmos Collective BV's insurance.


3.

Cosmos Collective BV is not liable, whether in contract or tort (including negligence), for breach of statutory duty or otherwise, arising out of or in connection with the services provided for any indirect or consequential damages of any kind and from whatever cause whatsoever, including, but not limited to, lost profits, revenue, business, goodwill, anticipated savings, data (including corruption thereof), opportunity, use, contract, the cost of purchasing replacement goods or services, or reputational damage.


4.

Cosmos Collective BV is not liable for damage suffered by the Customer as a result of changes made by the Customer or by an internet user in the delivery of the Agreement.

Section 6 - Warranty


1.

Cosmos Collective BV guarantees and undertakes that, to the best of its knowledge, the Background Rights Developer and Foreground Rights (as defined in Article 11 below) do not infringe the copyright or other intellectual property rights of third parties.


2.

If all or any part of the Background Developer Rights or Foreground Rights are the subject of any claim, lawsuit or proceeding for infringement, or in the opinion of Cosmos Collective BV may be the subject, Cosmos Collective BV may, at its own expense, take any of the following actions: to undertake:


(a)

obtain for Customer the right under such intellectual property right to use, as the case may be, the Background Right Developer, Frontline Right or the affected part thereof;


or (b)

replace the Background Right Developer, Foreground Right or the affected part thereof with other suitable or parts thereof;


or (c)

modify the developer of the background right, foreground right or the affected part thereof to make it non-infringing;


or (d)

if use of the Background Right Developer, Foreground Right or any part thereof is prevented by a court order, or if none of the foregoing remedies are commercially viable, refund of the total payments paid by Customer for the license of the Background Developer Right, Foreground Right or the affected portion thereof, less reasonable depreciation for use.


3.

Client indemnifies Cosmos Collective BV against all claims from third parties who claim that Background Rights Client violates all applicable in law,

regulation, contract or generally accepted code of conduct, or infringes the intellectual property rights of any third party or any other legitimate interest of that third party.


4.

Cosmos Collective BV will do its utmost to develop the website in such a way that it meets the standards of the last available browser version, at the start of development, and the one previous version. This applies to: Internet Explorer and FireFox, on PC and Mac. Cosmos Collective BV will make reasonable efforts to ensure proper functioning of the most recent browser version available, at the start of development, and an earlier version of the following browsers: Safari, Opera and Chrome on PC.


Section 7 - Illegal or Harmful Content



1.

The Customer undertakes to comply with all applicable laws, regulations, contracts or generally accepted codes of conduct that prevent, restrict or regulate the dissemination of information, for example provisions related to advertising, the protection of privacy rights, the protection of intellectual property rights, to the prohibition of child pornography, etc.


The Customer indemnifies Cosmos Collective BV against all claims from third parties that claim that the services are in conflict with applicable laws, regulations, contracts or generally accepted codes of conduct, or that infringe the intellectual property rights, privacy rights or other legitimate interests of said third party.


2.

Cosmos Collective BV may decide to temporarily or definitively suspend the final delivery or access to all or part of the products, either on its own initiative or on the initiative of a third party, if it has the reasonable belief that a statutory or statutory provision, whether a contractual provision has been or has been violated.


The Customer expressly waives his right to claim any compensation in the event of an error of judgment on the part of Cosmos Collective BV, except in the event of fraud or gross negligence on the part of Cosmos Collective BV.


Suspension of any services by Cosmos Collective BV pursuant to this paragraph does not suspend the Client's payment obligations.

Section 8 - Protection of Personal Data



Cosmos Collective BV will only use the Customer's personal data for the Customer's administration. Upon written request, the Customer can inspect his personal data. Information regarding credit card numbers and bank details will only be used in connection with the payment of the agreed price.


Section 9 - Legitimate Performance - Force Majeure



1.

Cosmos Collective BV shall not be responsible for any failure to perform any of its contractual obligations under this Agreement, to the extent such failure is directly attributable to the Customer or Customer's representatives or an act or error of a third party (including third parties engaged by Customer), omission or breach of this Agreement.


2.

Neither party shall be liable for any delay or failure in performance of this Agreement arising from any cause beyond its control, including but not limited to delays caused by failure to perform or delay in performance of its obligations under the Contract by the other party, third party delay or non-performance, force majeure, war, insurrection, riot, riot, insurrection, government regulations, embargoes, explosions, fires, floods, storms, strikes, lockouts, labor disputes, public power failures. In the event of such cause, either party shall promptly notify the other party in writing of its delay or failure in performance,


Article 10 - Dispute Settlement Procedure



1.

If any controversy should arise between the parties regarding the performance of the Services, either party may invoke the escalation procedure set forth below by notifying the other party in writing.


2.

Within seven (7) days of receipt of such notice, or within any other period agreed upon by the parties, the parties shall meet and attempt to resolve the dispute.

3.

If the controversy is not resolved by the parties within fifteen (15) days of such meeting, then Section 16 of these Terms and Conditions shall apply.


Section 11 - Intellectual Property



1.

In this Section 11, the "Background Rights Customer" means all elements of text, graphics, photographs, designs, logo, multimedia, audiovisual material, "look and feel" of the website or other artwork, documentation, flowcharts, drawings, specification, manuals and other data, codes, know-how, copyrights, trademarks or other intellectual property rights developed, used, written or owned by the Client before the date of signature of the Agreement.


The "Background Rights Cosmos Collective BV" means all elements of text, graphics, photos, designs, logo, multimedia, audiovisual material, "look and feel" of the website or other artwork, documentation, flow charts, drawings, specifications, manuals and other data , codes, know-how, computer programs, including but not limited to source code lists in human-readable and machine-readable form, program files, data files, program and system logic, interfaces, algorithms, system design and concepts, together with the methods and processes associated with such programs , copyrights, trademarks or other intellectual property rights developed, used,written or owned by Cosmos Collective BV before the date of signature of the Agreement.


The "Principal Rights" means all elements of text, graphics, photographs, designs, logo, multimedia, audiovisual material, "look and feel" of the website or other artwork, documentation, flow charts, drawings, specifications, manuals and other data, codes, know-how, copyrights, trademarks or other intellectual property rights developed or written in the context of the Agreement for the Consumer and any software program(s), manuals and other documentation, to be written by Cosmos Collective BV for the Customer in the context of the Agreement.


2.

The “Customer Background Rights” remains the property of the Customer.

3.

The Customer grants Cosmos Collective BV a non-exclusive and non-transferable right to use the Background Rights of the Customer insofar and in the time necessary for the execution of the Agreement.


4.

The background rights Cosmos Collective BV and foreground rights remain the property of Cosmos Collective BV


In particular, Cosmos Collective BV remains the owner of, and retains free of use, all concepts, techniques, specific skills or pre-programmed routines or procedures, technologies or codes developed, used or written for the purpose of the Agreement and/or that are part of the know-how of Cosmos Collective BV.

Upon final delivery and provided the price has been paid in full, the Customer acquires a non-exclusive and non-transferable right to use the Background Rights Cosmos Collective BV and the Foreground Rights to the extent necessary for the functioning of the performance of the Agreement and the consultation thereof. by the intended users.


5.

Without prejudice to Article 12, nothing in the Agreement shall limit Cosmos Collective BV in the use of ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques with regard to the scope of the Agreement, which Cosmos Collective BV develops within the framework of the Agreement, or develops or acquires independently of the Client during the term of the Agreement.


6.

The Customer will furthermore defend, indemnify and hold harmless Cosmos Collective BV from and against all costs, expenses, losses, damages or liability incurred as a result of actual or alleged infringement of any patent, copyright, trade secret, trademark, resulting from the use of software of the Client or Intellectual Property Rights.


7.

The Customer undertakes:

(A)

to protect the background rights of Cosmos Collective BV against copying, adapting, varying, changing, in any way the background rights

Cosmos Collective BV to change the Foreground Rights, and against any other unauthorized use by third parties, including Internet users;


and B)

confidential codes, know-how, computer programs, including but not limited to source code lists in human-readable and machine-readable form, program files, data files, program and system logic, interfaces, algorithms, system design and concepts, along with the methods and processes associated with such programs .


Section 12 - Confidentiality



1.

For the purposes of the Agreement and these Terms and Conditions and subject to Section 12.3, Confidential Information shall be deemed to be any information (whether written, oral or in electronic form) relating to the affairs and affairs of one party that the other party obtains or receives to as a result of the discussions prior to or the conclusion or implementation of the Agreement and includes all data relating to the Customer that are kept by or on behalf of Cosmos Collective BV


2.

The Client and Cosmos Collective BV guarantee to the other that:



(A)

keep confidential all Confidential Information belonging to the other;



(B)

treat the other person's confidential information with the same care as for her own confidential information;


(C)

not disclose, in whole or in part, any confidential information belonging to the other to any other person, except those of its employees, agents and subcontractors involved in the provision or receipt of the Services, without the prior written consent of the other the relevant Confidential Information;


and (d)

use the Confidential Information belonging to the other only in connection with the provision or receipt of the Services and not for its own benefit or the benefit of a third party.


3.

Nothing in these Terms and Conditions shall prohibit or limit the use or disclosure of information by either party (including, but not limited to, ideas, concepts, know-how, techniques and methodologies)


  1. was previously known to him without any obligation of confidence,

  2. independently developed by her,

  3. obtained by it from a third party who, to the best of its knowledge, is not under an obligation of confidence with respect to such information,

or (iv) which is or becomes publicly available without breach of the Agreement.


Article 13 - Premature termination of the Agreement



1.

In addition to any termination rights set forth in the Agreement, either party may terminate all or part of the Agreement by giving notice to the other party;


(a)

if the other party materially fails to perform or perform any of its obligations hereunder and fails to remedy the breach within thirty (30) business days of receipt of written notice thereof;

or (b)

in the event of bankruptcy, liquidation, cessation of payments or any form of insolvency of the other party.


2.

Premature termination of the Agreement or any part thereof does not waive any other right or remedy available to the parties for default or misconduct by the other party.

3.

In the event of early termination, the Client will pay all overdue invoices and amounts still to be invoiced for work performed by Cosmos Collective BV up to and including the effective date of the termination.


Section 14 - Publicity



1.

After the final delivery, Cosmos Collective BV is allowed to mention the Client and the work performed on the website of Cosmos Collective BV and in all its marketing and advertising material as being developed by Cosmos Collective BV


Article 15 - Indemnification

The Client will not hire any employees, representatives, directors, managers or service providers of Cosmos Collective BV who are involved in the performance of these services without the prior written consent of Cosmos Collective BV for the duration of the provision of services and for one year after termination thereof. or have such employees, representatives, directors, managers or service providers of Cosmos Collective BV work directly or indirectly for the Client (with companies in which the Client has a direct or indirect interest), approach them or recommend them for employment with third parties. If the Customer, notwithstanding this prohibition, violates this provision, he will pay Cosmos Collective BV an amount equal to one year's gross salary or compensation of the employee,


Article 16 – Assignment and subcontracting

The Customer may not assign or otherwise transfer this Agreement without the prior written consent of Cosmos Collective BV. Any alleged transfer in violation of this member is null and void.


Section 17 - Severability

If any provision of this Agreement or the application of such provision to any person or circumstance is held to be invalid, unenforceable or void, such decision shall not have the effect of rendering the remainder of this Agreement invalid or void, and it is the intent and agreement of the parties that this Agreement

shall be deemed to be modified by amending such provision to the extent necessary to make it valid, legal and enforceable while maintaining its intent or, if such provision


Article 18 - No waiver of rights

No failure or delay by either party to exercise any right or remedy under the Agreement or these Terms and Conditions shall be construed or used as a waiver thereof.


Article 19 - Applicable law and competent jurisdiction



1.

The AgreementsThese Terms are governed by and construed in accordance with the laws of Belgium.


2.

In case of disputes between the parties, arising from the execution, validity or interpretation of the Agreement and/or these General Terms and Conditions, which are not resolved according to the escalation procedure of article 10, the parties agree that such disputes will be subject to the exclusive jurisdiction of the courts of Antwerp.