General terms and conditions.

1.   Applicability

These general terms and conditions (“General Terms and Conditions”) apply to all products and services mentioned in the order. The application of any general terms and conditions used by the client is expressly excluded.

In the event of any contradictions between the provisions of these General Terms and Conditions and the provisions mentioned on the order, the provisions mentioned on the order shall always prevail.

2.   Definitions

The definitions of the products and services listed in the order can be requested via info@fcrmedia.io.

3.   Order

By signing or accepting the order, the client definitively and irrevocably enters into an agreement with FCR Media Belgium NV (“FCR”), having its registered office at Uitbreidingstraat 82, 2600 Berchem, registered with the Crossroads Bank for Enterprises under number 0807.677.428 (RLE Antwerp). The application of article 1794 of the Belgian Civil Code is hereby expressly excluded.

Although FCR is in no way legally obliged to do so, it grants its clients the right to revoke the agreement with FCR within a period of 2 working days following the signing/acceptance of the order.

FCR reserves the right, at all times, to cancel all or part of the order for reasons of public order or morality, any legal or regulatory provision, or its general business policy or that of its partners. FCR also reserves the right, without prejudice to its right to claim full payment of the order, not to execute all or part of the order in the event of non-payment of invoices on the due date or in the event of bankruptcy or apparent insolvency of the client. FCR reserves the right, at all times, to demand prior payment of all or part of the order.

The signatory who, in his own name or in the capacity of mandatary, places an order, or the person who, in whole or in part, pays for the order, even on behalf of third parties, makes a commitment to these third parties and commits himself solidly and indivisibly with them, and this in accordance with articles 1120 et seq. of the Belgian Civil Code and 1200 et seq. of the Belgian Civil Code.

4.   Prices

All prices and cost estimates are exclusive of VAT, unless stated otherwise. The client acknowledges and accepts that FCR reserves the right to unilaterally increase the price of the ordered products and services, annually and per product (taking into account the consumer price index), without the client having the right to terminate the agreement.

5.   Changes

The client must submit any request for changes to the content of the products or services ordered to FCR in writing. Changes shall be implemented by FCR within a reasonable period of time.

Amendments shall be without prejudice to the current Agreement. If changes have financial or qualitative consequences, FCR is entitled to charge the costs to the client. FCR shall inform the client of this in advance.

6.   Commencement and Duration

Unless otherwise expressly agreed, the agreement commences on the date of signature of the order. The initial term of an agreement is always mentioned on the order.

7.   Extension and Termination

After expiry of the initial term, the agreement will each time be renewed for the same duration as originally agreed upon, unless notice of termination is given in writing at least 3 months before the date on which the agreement is to be renewed.

In addition, the client is granted the right, if his product placed online is offline for more than 1 month due solely to the fault of FCR, to immediately terminate his agreement with regard to the product in question (as well as the products/services inextricably connected with that product).

FCR also has the right to terminate the agreement with immediate effect without being liable to pay any compensation: (a) in the event of the bankruptcy of the client, as well as in the event of dissolution or liquidation of the client, (b) if precautionary or executive attachment is levied on the movable or immovable property of the client, (c) in the event of any breach or non-compliance by the client with one of the provisions of these General Terms and Conditions or the terms and conditions of the agreement following a notice of default with a regularisation period of fifteen (15) calendar days (d) in the event of serious indications of fraud and/or fraudulent or unlawful use of the services and/or products of FCR and (e) in the event of force majeure, if the agreement can no longer be performed correctly.

8.   Execution of Agreement

The client accepts that FCR may engage third parties for the execution of the agreement.

The parties expressly acknowledge that FCR and its partners only subscribe to an obligation of means and not to an obligation of result. The client acknowledges that he has an essential obligation to cooperate in the realization of the order, such as, among other things, supplying content and data for publication. If the data or comments required for the execution of the agreement have not been provided to FCR or have been provided late and/or only in part, FCR shall be entitled, without further notice to the client and to the exclusion of any right to compensation from the client, to proceed with the realization of the order on the basis of the elements in its possession.

If, within a period of 15 days after being reminded to do so, the client does not respond, or does not sufficiently respond to the request to provide content and data to create his product, FCR may establish the impossibility of execution and the extrajudicial dissolution of the agreement, without prejudice to the possibility to demand the execution of the agreement. In that case, the client shall be due a lump sum equal to 50% of the total amount still due by the client in accordance with the agreement, in compensation for the damage suffered by FCR, without prejudice to the possibility of FCR to prove its actual damage and costs and to claim compensation thereof.

For Banners, the client will receive an e-mail with the design of the Banner. Unless the client sends his comments to FCR within the next 5 working days, he is deemed to agree with the received design.

FCR reserves the right, at all times, to make necessary or useful changes to the products/services offered.

9.   Specifications and Placement Advertisements

The client explicitly acknowledges to have taken note of the specifications specific to the various services and products offered by FCR.

Depending on the service/product ordered, advertisements will be included on FCR’s websites or on websites of FCR’s partners.

FCR and its partners reserve the right to change the placement and the preferred position of the advertisements at any time, as well as the technical standards and the operation, search logic and interface of the internet sites.

Advertisements on the FCR partners’ website(s) are managed exclusively by these partners and are subject to the conditions applicable to the website(s) concerned, which may be modified at any time by the FCR partners.

The client is exclusively responsible for any possible changes he made to the FCR products (e.g.,  addition of content, optimization, maintenance).

10.  Indemnification

The client shall indemnify FCR, without reservation, against any claim that may be made by third parties with respect to the products or services of FCR ordered by the client, including any claim relating to alleged intellectual property rights and any claim relating to goods sold by the client via an internet site developed by FCR. The client shall indemnify FCR against any direct or indirect damage that may be caused by his actions or by data supplied by him to FCR.

11.  Invoicing

An invoice will be sent to the client 7 working days after the signature/approval of his order/agreement. The invoice is always payable no later than the twenty-fifth day after the invoice date, unless otherwise stipulated on the invoice. However, FCR reserves the right at all times to change both the time and frequency of invoicing.

In the event of late payment, a default interest of 1 % per month as well as a fixed administrative charge of EUR 12,50 will be due by operation of law, without any further notice of default being required. In addition, the outstanding invoice amount will in that case be increased with 15 %, with a minimum of EUR 50, to compensate the administrative and other costs caused by the default. FCR reserves the right to allocate payments as a priority on previously unpaid invoices. Under no circumstances may representatives receive cash payments.

If the client fails to pay one or more invoices in full within a period of 45 days of the invoice date, FCR shall also be entitled to immediately claim the full amount still due under the agreement. Consequently, in addition to the invoices already received, the client shall also have to pay the balance invoice that FCR will send him. This balance invoice shall state the outstanding balance under the agreement, increased with the interests and costs due, and must be paid within 10 days of the invoice date. The purchased products/services will continue to be delivered/provided until the end of the agreement.

In the event of bankruptcy, dissolution or liquidation of the client, if the client is involved in a judicial reorganization procedure or if protective or executive attachment is levied on the movable or immovable property of the principal, all amounts owed shall be immediately due and payable, without any further notice of default or notification being required.

If the client believes he can assert a claim against FCR, this shall not release him from his obligation to pay in the contractually agreed manner and he shall not be entitled to suspend or set off his payment obligation.

12.  Confidentiality and Processing of Personal Data

The parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source within the framework of the agreement.

Personal data specified in the contract or obtained by any other means will be processed in accordance with the provisions of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data