General terms and conditions

Please note: we also have a version in Dutch and separate Terms and Conditions for our Training offering.

1. Definitions

The Customer:
person, organisation or company identified via a registered address, company registration number, being mentioned on offers and/or estimates created by King Foo. Services mentioned in these offers and/or estimates are being delivered for the Client.

King Foo:
King Foo bvba, registered addres: Zavelheide 15, 2200 Herentals, registered under the laws of Belgium, company registration number BE0822.738.261.

Contract:
the agreement between King Foo and The Client, desribed by the conditions mentioned in the offer and the General terms and conditions.

Service:
the serivces mentioned in the Offer.

Offer:
the Offer signed by King Foo and accepted by the Customer. Only signatures by persons with Signature Authority for either King Foo or acceptance by the Customer will be accepted and valid for under Belgian Law.

Force majeur:
Force majeure relates to all abnormal and unforeseeable events which render the execution of a commitment impossible for King Foo, as long as these events cannot be attributed to an error on the part of the latter. Failure in telecommunications facilities and government decisions which severely impact the service provision are always considered to be force majeure. Force majeure also means failure by a third party to meet obligations with regard to one of the parties or failure to meet them in a timely fashion, unless it can be proven that this default can be attributed to the party in question. Force majeure for a supplier will be equated to force majeure for King Foo.

Website or web application:
the product or desired end result mentioned in the Offer.

2. Application of general terms and conditions

These general terms and conditions apply to all offers and agreements with King Foo, despite the presence of conflicting provisions indicated on documents of the customer. By placing an order, the customer accepts the general terms and conditions of King Foo.

3. Offers and order confirmation

All offers of King Foo are without obligation until their acceptance by the customer. The agreement comes into force when the customer has signed for approval and returned the offer, unchanged, to King Foo within eight days. Each order or order confirmation by the customer legally binds the customer. The agreement supersedes all previously concluded and/or oral agreements. The order will be filled when advance payment has been received.

4. Cancelation of the order

Cancelation of an order by the customer is possible as long as King Foo has not yet begun its work and subject to payment of damage compensation of 25% of the agreed price, with a minimum of 2000 EUR.

5. Delivery

The date of delivery is provided only as an indication, and is not binding on King Foo. A delay in delivery does not entitle the customer to damage compensation or to a reduction in the price paid, nor to termination of the agreement.

If the parties have explicitly agreed a binding delivery time, this deadline will be extended if the customer fails to provide (on time) information, documents, originals, images, fails to accept (on time) the improved proofs, or if the customer places additional orders.

6. Payment conditions

For each order, the customer is required to make an advance payment of 25% of the invoice amount, with a minimum of 1500 EUR. 65% of the invoice amount is owed on delivery. The remaining 10% is due at the end of the support period (specified in the offer). Other payment conditions can be agreed upon and if so need to be mentioned in the offer.

All invoices are payable on their due date via transfer to the bank account of King Foo. Each payment will be applied to the oldest overdue invoice, and first to the interest and costs owed. Discounts granted will be void if the general terms and conditions of sale are not respected.

If the customer does not pay within 8 days after receipt of a demand for payment by King Foo, the customer will owe King Foo default interest of 12% per year, and fixed damage compensation of 10% of the invoice amount with a minimum of 125 EUR, from the date of the demand for payment until full payment.

In addition, King Foo retains the right to suspend further performance of its obligations until the customer has paid the overdue invoices. Each delay in payment by the customer makes all owed amounts payable immediately.

7. Risk

All goods belonging to the customer and located at King Foo are stored at the customer's risk.

8. Complaints and disputing an invoice

Each dispute must be sent to King Foo by registered letter with supporting arguments within a period of 8 days. For complaints or disputes concerning the delivered services, the period begins on the day following delivery. Regarding the invoice, its payment term begins on the invoice date. In the absence of the timely disputing of the invoice, the services/invoices are definitively accepted and payment is owed.

9. General liability

King Foo agrees to perform all the provided services with care. All services provided by King Foo are an obligation of means. King Foo is not liable for defects in performance attributable to inadequate or incorrect input from the customer.

King Foo cannot be held liable for any error (including major error) on the part of it or its appointees, except for the case of fraud. Whatever the cause, form or object of the claim for which liability is invoked, King Foo can in no way be held liable for any consequential loss such as loss of expected profit, reduced sales, increased operating expenses, or loss of clientele that the customer or third parties might suffer due to any error or negligence on the part of King Foo or an appointee.

In any case, the liability of King Foo with respect to the services delivered to the customer is limited to reimbursement to the customer of the price paid, or performing the services again, according to the choice of King Foo. The total liability of King Foo will never exceed the price paid to King Foo by the customer for the services that were the cause of the damage claim.

Concerning services provided by third party suppliers, King Foo accepts no liability above or other than the liability that the third party suppliers are prepared to accept for their products or services.

10. Liability with respect to software

Without prejudice to article 9, the following applies to software: the flawless operation of a computer configuration (the totality of hardware and software) can never be fully guaranteed due to external factors (power failure or disruption, lightning strikes …) as well as factors specific to the computer configuration (defects, network problems, undetected bugs in system and application software,…), so that the unexpected loss of (even all) programmes and/or data can occur. The customer agrees to install suitable mechanisms to ensure the security, safekeeping and restoration of data.

11. Intellectual property rights

By Intellectual Property Rights is understood: all intellectual, industrial and other ownership rights (regardless of whether registered or not), including but not limited to copyrights, neighbouring rights, trademarks, trade names, logos, drawings, models or requests for registration as drawing or model, patents, patent applications, domain names, know-how, as well as rights on databases, computer programs and semiconductors.

Both parties accept that the concept of a web application (namely the common layout of navigation and interface elements) in principle will not be protected by intellectual property rights.

The Intellectual Property Rights associated with an eventual visual design of the website created by King Foo are transferred to the customer. This transfer has the broadest possible scope, and includes all methods and forms of use, for the full duration of the right in question, throughout the world. Furthermore, the customer receives a non-exclusive user license for all codes used on the website. This user license applies for the duration of the protection of the code by copyright law and for the entire world. If the website contains photos or drawings that were not delivered by the customer, but were acquired by King Foo from a website that makes online photos and illustrations available, whether free or for payment, the user license that the customer receives for these photos and drawings depends on the terms and conditions specified on the website of this online library. This user license usually will be non-exclusive. King Foo provides no guarantee concerning these photos and illustrations.

The customer shall always respect the Intellectual Property Rights of King Foo and make a reasonable effort to protect these rights. The customer shall inform King Foo immediately of each infringement by third parties to the King Foo Intellectual Property Rights of which it has knowledge.

12. Hosting services

For the hosting, King Foo works together with specialised hosting partners. King Foo refers customers to the General terms and conditions and Service Level Agreement (SLA) information of the corresponding hosting partner where applicable.

For some customers, custom hosting services are provided by King Foo. Terms and conditions for these services are confirmed case by case in a separate document.

13. Termination of the agreement

If the customer is guilty of a serious breach of contract that it does not rectify within 8 days after receipt of a notice of default sent by registered mail, King Foo has the right to (i) suspend the agreement until the customer meets its obligations, or (ii) terminate the agreement with immediate effect. The non-payment of one or more invoices by their due date will always be considered a serious breach of contract.

In the case of termination of the agreement, the customer shall pay for all services delivered, as well as the costs that King Foo incurs as a result of this termination, plus fixed damage compensation of 30% of the amount that King Foo still could have invoiced to the customer if the agreement had been fully executed. Any advance payment made remains with King Foo. In addition, King Foo retains the right to claim higher damage compensation if it proves that the damages actually suffered are greater than the fixed damages as established above.

However, each party accepts to grant the other party a reasonable period to rectify its possible shortcomings, and to always look for an amicable settlement first.

14. Confidentiality

Parties agree to keep confidential the commercial and technical information, and the trade secrets that it has learned from the other party, even after the termination of the agreement, and to use such only for execution of the agreement.

15. Processing of personal information

As far as the customer processes personal data on the King Foo server, King Foo assumes the role of processor. The customer is the instance in charge of processing personal data in the sense of the Processing of Personal Information Act. The customer declares to fully comply with the obligations that belong to the instance in charge of the processing, contained in this act.

Within the framework of the services for the customer, King Foo will process personal data of the contact persons indicated by the customer. The contact information of these persons is processed for the purpose of 'customer administration', i.e. to contact the customer regarding the services. The contact persons have the right to access and correct their data.

16. Reference

The customer agrees that the website developed for the customer by King Foo be included in the King Foo reference portfolio.

17. Force majeure

Situations of force majeure such as strikes, public unrest, administrative measures and other unforeseen events over which King Foo has no control, free King Foo from its obligations for the duration of the hindrance and for their scope, without the right to any reduction in the price paid or damage compensation for the customer.

18. Invalidity

If any clause of these general terms and conditions is invalid, the remaining clauses will remain fully in force and King Foo and the customer will replace the invalid clause by a different clause that approaches the aim and the intent of the invalid clause as closely as possible.

19. Applicable law and competent court

Belgian law is applicable to the agreements of King Foo. Each dispute with respect to the concluding, validity, execution and/or termination of this agreement shall be settled by the competent court at Leuven, Belgium.