Terms of Service
For the purpose of these Terms of Service, the following definitions shall have the following meanings:
"Customer": any natural or legal person who enters in a contractual relationship with Convinced, acting for purposes within its business or professional activity. Further also referred to as “you” or “your”.
“Contract”: Every contract in which Convinced commits to provide services to the Customer and where the Customer commits to pay for these Services.
“Party/Parties”: Convinced and/or the Customer.
“Services”: All services that are the subject matter of one or more Contracts.
“Terms of Service”: the present document entitled “Terms of Service - Convinced”
“Website”: the website <weareconvinced.com> as a whole.
The Website and the related services are offered by:
Convinced bvba (hereafter: “Convinced” and “We”)
VAT BE 0663.760.211
Application of the Terms of Service
The Terms of Service give an indication to the Customer of our way of working.
By using the Website, the Customer accepts these Terms of Service, as well as all other rights and obligations as stated on the Website.
These Terms of Service are applicable, except in the case of an explicit derogation. An explicit derogation is only valid when it is the result of a mutual agreement that is recorded in writing. Explicit derogations are only valid when they replace or supplement the clauses they relate to. These derogations do not affect the applicability of other provisions of the Terms of Service.
Convinced reserves the right to amend and/or supplement the Terms of Service in the future. Any future changes will have no effect on existing product orders and consequential agreements.
Offer and Acceptance
Our online offer is presented with the utmost care. Convinced provides information about the features of the Services, including descriptions based on information we receive from our partners and suppliers. We provide this information to the extent technical resources permit us.
Our online offer is presented as an invitation to purchase. Convinced is not bound by its online offer. We reserve the right to attach particular conditions to a specific offer, such as a limited duration.
The Customer can rest assured that these particular conditions are only applicable when explicitly communicated prior to the order placement.
Convinced retains the possibility to refuse the sending of an order confirmation email or to unilaterally reject an order placement by means of an explicit statement. Convinced will inform the Customer and will (where possible) propose a similar Service if the initial order cannot be executed or can only be partially executed. There is no Contract if Convinced refuses the order or if the Customer does not agree with the proposed alternatives.
The Parties expressly acknowledge that the use of different types of electronic communications, such as email, give rise to a valid Contract. This is fully consistent with the Belgian Code of Economic Law. Within the limits of what is permitted by law, Convinced can make use of all electronic files available to prove the existence of the Sales contract. An ordinary digital or electronic qualified signature is not an essential requisite proof.
Convinced shall perform its task within the framework of the performance of the Contract to the best of its ability and will take into account the technical instructions and guidelines it receives from the Customer in accordance with theTerms of Service.
Then Services shall be developed and/or delivered by Convinced in the state in which they are at the moment of delivery (as is), and therefore with all visible and invisible errors and defects.
Under no circumstances does Convinced warrant the suitability or marketability of the Services for the performance of specific tasks envisioned by the Customer unless said tasks are explicitly covered in the Terms of Service and/or the description of the functional specifications.
Convinced does not warrant that any intervention by Convinced will allow the resolution of the problem arising or that the alleged problem will no longer occur after its intervention, or that no other difficulties shall arise as a result of this correction.
The performance is rendered by Convinced with all due care that can be reasonably expected in accordance with the state of the art and the best practices of the sector
The Parties acknowledge and accept that the success of activities in the field of information and communication technology depends on timely cooperation. TheCustomer shall at all times promptly grant all reasonable cooperation desired by Convinced.
Convinced provides the Services within the limits of this Contract and the information provided by the Customer. The Customer warrants the accuracy, timeliness and completeness of the information it provides, stated dimensions, requirements, specifications of the Services and other data crucial to allow Convinced to fulfil the obligations under this Contract. The Customer indemnifies Convinced for all damages resulting from incorrect, late or incomplete provision of information.
The Customer shall provide Convinced with all information, technical or general documentation or other explanatory material necessary for the Services.
Under normal circumstances, the Customer shall at all times bear the end responsibility for the running projects of which the consultancy Services ofConvinced may be a part. Convinced is not responsible for incorrect, missing, late or conflicting instructions of the Customer.
All prices are indicated in EURO and exclude VAT and other taxes. The individual price does not include the costs of delivery and other additional costs. Convinced will communicate these costs.
We have the right to change our prices at any time but commit to always apply the prices that was indicated on our Website at the time of your order. Price changes that are due to changes in VAT rates will be borne by the Customer.
Force majeure exists if either Party is, wholly or partially, prevented to accomplish its obligations towards the other Party by circumstances beyond its control. In this case neither Party is obliged to fulfil its obligations. Parties may suspend its obligations for the duration of the force majeure.
If a situation of Force Majeure lasts longer than sixty (60) calendar days, either Party is entitled to rescind the Contract in writing. In that event, all performances already rendered under the Contract will be settled in proportion to the state of completion, without the Parties owing anything to each other beyond this proportionate compensation.
The liability that Convinced may incur is derived from a best effort obligation that in cases of claim must be appropriately demonstrated by the Customer.
Insofar as maximally permitted by applicable law, the total liability Convinced based on attributable failure in the fulfilment of the Contract is limited to the reimbursement of direct damages up to a maximum of the compensation owed by the Customer for the specific Services that gave rise to the damages (excludingVAT).
Under no circumstances shall Convinced be liable for (i) indirect, incidental or consequential loss, including but not limited to financial or commercial losses, loss of profit, increase of general expenses, missed savings opportunities, diminished goodwill, damages resulting from business stoppage, damages resulting from claims of customers of the Customer, disruptions in scheduling, loss of expected profit, loss of capital, loss of customers, missed opportunities, loss of information, loss of advantages, or compromising and loss of files resulting from the performance of the present Contract, (ii) damages resulting from error or negligence of the Customer, (iii) compensation of any direct and indirect damages caused by the use of the result of the Services, (iv) compensation of any direct and indirect damages caused in whole or in part by software or hardware supplied or created by third parties, or any other element introduced into the Customer’s business after the signing of the Contract, and (v) all claims of third parties brought against the Customer.
Protection of Personal Data
Each Party must at all times adhere to its respective obligations under applicable law in regards to the processing of personal data in connection with personal data that is to be processed pursuant to this Contract. The Customer undertakes to refrain from granting Convinced access to personal data within the framework of the Contract, except when the performance of the Contract would be impossible without such access. The Customer undertakes in such a case only to grant access to the personal data that are strictly necessary for the execution of the Contract. The Customer remains solely responsible for the determination of the objectives for which Convinced processes personal data pursuant to theContract. For the sake of clarity, the Parties acknowledge that the Customer acts as the party responsible for the data processing, and Convinced acts as the processor of the personal data that must be stored, used or otherwise processed for the offices of this Contract, as these terms are defined in the legislation governing the processing of personal data. All costs related to and/or resulting from the application and/or implementation of the legislation with respect to the processing of personal data will be exclusively borne by the Customer.
The Customer declares that it has obtained all approvals necessary for the use and processing of the personal data transferred to Convinced for the purposes of the Contract, and the Customer further warrants that the content, use and/or processing of the personal data is not wrongful and does not violate the rights of third parties.
'Convinced’ is a EU-registered trademark. This means that ‘Convinced’ is protected and may not be used without consent of the trademark owner.
Convinced retains all intellectual property and other related rights with regard to the Website and the name. The intellectual property rights include copyrights, trademarks, design rights and/or other (intellectual property) rights, including technical and/or commercial know-how, methods and concepts, whether or not patentable. The Customer is not allowed to make use of any of our intellectual property rights and/or to make changes in the presentation of these rights as described in this article, unless this is necessary for private use of our Service.
Applicable Law and Court of Competent Jurisdiction
These Terms of Service shall be governed and interpreted exclusively in accordance withBelgian law. All offers and Sales Contracts are governed exclusively by Belgian law.
In the event of any dispute regarding the execution or interpretation of these Terms of Service, Convinced will do everything in its power to find an amicable solution. In the absence of an amicable solution, the dispute may be submitted to an arbitration and mediation centre (such as CEPANI).
All disputes relating to or arising from offers made by Convinced, or Contracts concluded with it, will be submitted to the courts of the judicial district where are headquarters are located.