Article 1 – Definitions
The Client is the party that issues the order for particular services or products to be provided by ImprovedWP for a set fee, and which gives rise to the Agreement.
The Order is the request made by the Client to ImprovedWP to, in return for a set fee, perform services or deliver a product.
The Services encompass all work that ImprovedWP performs for the purpose of the Client’s Order.
The Agreement is an agreement to perform Services, which ImprovedWP will undertake for the purpose of the Client’s Order.
Article 2 – Applicability and Amendments
- Solely these terms and conditions are applicable to the creation of, the content of and compliance with all Agreements between Client and ImprovedWP and Client’s use of ImprovedWP’s website.
- Entering into an Agreement with ImprovedWP automatically results in the Client’s unconditional acceptance of the applicability of these terms and conditions.
- In the event that these terms and conditions differ from that which is agreed upon in an Agreement between ImprovedWP and Client, the Agreement will prevail.
- Any terms wielded by Client that contradict these terms and conditions are rejected and are therefore not applicable to any Agreement between ImprovedWP and Client.
- In the event that one or more of the provisions in these terms and conditions are found to be void, either in whole or in part, the remaining provisions will remain in force. ImprovedWP and Client will jointly discuss and formulate new provisions to replace the voided provisions, during which the scope of the original provisions has to be considered carefully.
- ImprovedWP is permitted to amend these terms and conditions unilaterally. The amended terms and conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after the written announcement of the amendment to the Client for previously existent Agreements.
Article 3 – Scope and use of Services
- ImprovedWP will execute the Agreement to the best of its knowledge and ability. Nevertheless, every Agreement sets out only best efforts obligations for ImprovedWP, not result obligations.
- The Client may use ImprovedWP’s Services exclusively for his/her private purposes. Commercial or business use is prohibited.
- The Client undertakes to provide information truthfully and completely and to keep this information up to date during the duration of the Agreement.
Article 4 – Terms of Payment
- The fees for the Services are those set out on the website at the date we accept the Order. These fees are on a fixed basis.
- If a Client does not fulfill a due payment obligation, ImprovedWP will have the right to block the Client’s access temporarily until the owed payment is received, after giving a prior warning and without prejudice to further statutory and contractual rights.
- The Client shall refund ImprovedWP for the losses and required expenses that are incurred by ImprovedWP due to absent or belated payment by the Client or other disruptions to the payment by the Client unless the Client has no fault in these instances.
- ImprovedWP reserves the right to, without prior notice, unilaterally discontinue or change specifications and prices on the Services offered through our website(s) or any platforms linked to our website.
- ImprovedWP reserves the right at any time after receipt of your order to accept or decline your order, or any portion thereof, even after your receipt of an order confirmation from ImprovedWP, for any reason.
- Offers made by ImprovedWP are, at all times, without obligation and revocable. The availability and pricing of any of our Services are subject to change without notice.
- In the event that a service is listed at an incorrect price, ImprovedWP has the right to refuse or cancel orders placed for the product or service listed at the incorrect price, regardless of whether the order has been confirmed and payment has been made. If you have already made a payment, ImprovedWP shall promptly issue restitution in the amount of the incorrect price.
Article 5 – Force majeure, suspension, and dissolution
- In the event of force majeure, there is no shortcoming attributable to ImprovedWP. Force majeure in these terms and conditions is understood to mean any circumstance independent of the will of ImprovedWP – even if it was foreseeable at the time the Agreement was entered into – which permanently or temporarily prevents fulfillment of the Agreement, and – to the extent not already therein included – war, danger of war, civil war, riot, strike, transport difficulties, computer malfunctions, power outages, staff illness, and all external causes, foreseen or not foreseen, on which ImprovedWP does not have any influence.
- Failing in the fulfilment of the Agreement by ImprovedWP in the event of force majeure is regarded as a circumstance not attributable to ImprovedWP and therefore does not entitle the Client to any compensation or to the termination of the Agreement.
- In the event of an impediment to the execution of the Agreement as a result of force majeure, ImprovedWP is entitled (without observing a period) to suspend, without judicial intervention, either the implementation of the Agreement or to dissolve the Agreement in whole or in part.
- If the period of force majeure has lasted longer than 60 consecutive days, the Client has the right to suspend the Agreement, without ImprovedWP being obliged to pay any compensation for the damage that the Client suffers or has suffered as a result of that suspension.
Article 6 – Intellectual Property
- Unless otherwise agreed upon in writing, ImprovedWP retains all rights and powers that accrue to it with regard to the intellectual property in the works produced and services delivered by it. The ownership of the products and Services supplied by ImprovedWP such as video productions, provided ideas, images, concepts, scripts, scripts, illustrations or (test) designs, etc. therefore remains wholly owned by ImprovedWP. The aforementioned elements that form part of the works produced by ImprovedWP may not be multiplied, reproduced or modified without written permission from ImprovedWP.
- The client is prohibited from reproducing, duplicating, copying, selling, reselling, or exploiting any portion of the Services and/or products, or access to the Services on the website through which the Services are provided, without express written permission by ImprovedWP.
- In general, Clients are prohibited from using ImprovedWP’s trademarks, logos, slogans, and service marks for any purpose. Clients are equally prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content available on or through our website, whether or not this constitutes copyright infringement.
Article 7 – Liability
- ImprovedWP is not liable for possible damage caused by its, nor the Client’s, performance of the Agreement, both by itself and by third parties, except in the case of intent or deliberate recklessness on the part of ImprovedWP, provided that it has been demonstrated by the Client.
- The liability of ImprovedWP is limited to the maximum value of the Agreement. Liability under an Agreement with a duration of more than 3 months is limited to the value of the Agreement. In any case, the liability is limited to the amount that the liability insurance of ImprovedWP covers.
- The Client indemnifies ImprovedWP against all claims from third parties for compensation of damage. If ImprovedWP is held liable by a third party in relation to the Agreement, the Client is obliged to pay ImprovedWP all costs related to this, and the Client is obliged to take responsibility for the liability directly (inter alia) by notifying the third party that ImprovedWP is not liable, but that Client is. If the Client fails to do so, this automatically creates a right to claim from ImprovedWP against the Client for the amount for which ImprovedWP is held liable.
- Every claim for compensation on ImprovedWP is barred by the lapse of one year after the start of the day following that on which the Client became aware of the damage.
- If ImprovedWP is deemed liable, this liability is at all times limited to direct damage. ImprovedWP is not liable for indirect and/or consequential damage.
- The Client is liable for all damage that ImprovedWP may suffer as a result of a failure attributable to the Client in the fulfillment of the obligations arising from the Agreement and these terms and conditions.
Article 8 – Confidentiality
- Parties are obliged to maintain the confidentiality of all information that they have received from each other or from another source in the context of the Agreement. Confidential information means, in any case, that to which this Article relates, as well as any company data.
- The confidentiality obligation mentioned in the first paragraph of this article does not apply to information:
- that at the time the recipient received this information was already public or subsequently became public without a breach by the receiving party of a duty of confidentiality imposed on him;
- of which the receiving party can prove that this information was already in his possession at the time the other party provided it;
- that the receiving party has received from a third party whereby that third party was entitled to provide this information to the receiving party;
- that is made public by the receiving party as a result of a legal obligation.
- The obligation of confidentiality described in this article applies for the duration of this Agreement and will continue to exist after the termination, dissolution or completion of the Agreement.
Article 9 – Duration and termination agreement
- The Agreement between Client and ImprovedWP will be valid for the length of (the access to the) Services.
- Only ImprovedWP is authorized to terminate the Agreement prematurely without giving reasons, not the Client (subject to Article 6.4).
- If the Agreement is dissolved by ImprovedWP due to an attributable failure in the fulfillment of the Agreement by the Client, the Client must, in addition to compensation, pay the costs incurred with regard to the Services performed up to then.
- The Client is only permitted to terminate the Agreement after ImprovedWP has demonstrably been held responsible for an attributable shortcoming on the part of ImprovedWP and ImprovedWP has failed to rectify this shortcoming after notice of default. This authority to dissolve does not affect the Client’s obligation to payment for the Services already performed by ImprovedWP.
Article 10 – Applicable law
- Only Belgian law applies to the legal relationship between ImprovedWP and the Client.
- The Court of Brussels is competent (in the first instance) to take cognizance of any dispute between ImprovedWP and the Client unless the law prescribes otherwise.
If you have any questions about our terms and conditions, please, feel free to contact us at any time.