General Terms and Conditions

These general terms and conditions apply to any agreement between the Client and PureAgency. These general terms and conditions should be read together with PureAgency's Privacy Policy, Cookie Policy and Terms of Use as available on the Website.

1. DEFINITIONS

For the purposes of these General Conditions and the Agreement, the following terms, whenever capitalised, shall have the meaning given to them in the summary below, unless expressly provided otherwise in the Agreement and/or these General Conditions and/or if the context or the law clearly requires otherwise.

General Terms and Conditions	These general terms and conditions, as expressly accepted by the Client prior to submission of an application.
Client	The company wishing to use PureAgency's services, as described on the relevant quotation.
Agreement	The agreement between PureAgency and the Client, which comes into effect at the time of confirmation of the quotation by PureAgency, which has already been signed by the Client and consists of the information provided by the Client when submitting its application and the General Terms and Conditions.
Force majeure	All circumstances that are unforeseeable or unavoidable at the time of the conclusion of the Agreement that create the impossibility for a Party to perform the Agreement or would make the performance of the Agreement financially or otherwise more onerous or difficult than reasonably foreseeable, such as for example but not limited to war, natural conditions and/or disasters, weather damage, fire, seizure, illness, strike, staff shortage, depletion of stock, machinery breakdown, lockout, epidemic, high absenteeism, electrical, computer, internet or telecommunications failures, hacking, governmental decisions or interventions (including the refusal or cancellation of a permit or licence), fuel shortages, delays by and/or bankruptcy of contractors or other third parties on whose services/goods a Party relies/relies.
Party	PureAgency or the Client
Parties	PureAgency and the Client
PureAgency	Trade name of the limited liability company “PURESTONE”, with registered office at Luxemburgstraat 20, 9140 Temse, with VAT number BE0738438729, with website https://pureagency.be/ and reachable by e-mail at info@pureagency.be.
Website	https://pureagency.be

2. CONCLUSION OF AGREEMENT & RELATIONSHIP BETWEEN THE PARTIES

2.1. An Agreement shall only be formed between the Parties after PureAgency has confirmed in writing its prepared quotation, already signed by the Client. All quotations are prepared based on the information provided by the Client.

2.2. The Parties remain two independent entities. The transaction established between the Parties pursuant to the Agreement may in no case be interpreted as any partnership, joint venture or agency relationship.

2.3. Under no circumstances shall the Client be entitled to (legally) bind PureAgency towards third parties or to enter into contracts or commitments in the name of and on behalf of PureAgency, except with the express, written and prior consent of PureAgency.

2.4. Quotations are valid for 30 days unless otherwise stated.

2.5. Each Agreement has an initial term of seven months and is automatically renewed, but is terminable at least one month before the end of the Agreement.

2.6. Unless otherwise expressly agreed in writing between the Parties, the Agreement does not in any way create any exclusivity obligation on the part of PureAgency. PureAgency remains free at all times and in all circumstances to provide Services to other companies, even to competitors of the Client.

3. OBLIGATIONS OF THE CLIENT

3.1. The Client is responsible for the correct and timely supply of information, cooperation and input regarding the services and works provided by PureAgency.

3.2. The Client shall refrain from recruiting employees of PureAgency. Any infringement will give rise to the payment of flat-rate damages of 50,000 EUR.

4. OBLIGATIONS OF PUREAGENCY

4.1 Generally speaking, all PureAgency's commitments under the Agreement are obligations of means and not obligations of result, unless expressly stated otherwise in the Agreement or in these General Conditions and/or if the context expressly requires otherwise.

5. PAYMENT

5.1 Invoices from PureAgency are always payable by the date indicated on the invoice. If the invoice does not state a specific date, the invoice is payable within fourteen (14) days from the invoice date. Invoices are delivered to the Client electronically, but can also be delivered by post by simple request.

5.2 If, on the due date, the Client fails to pay the invoice (in full), interest at the rate of one per cent per month shall accrue ipso jure from the due date until the day on which full payment is obtained, and liquidated damages of one hundred and fifty EURO (€ 150.00) shall also be charged as compensation for the administrative costs and costs of collection from PureAgency.

5.3 Any partial payments due to the Client will be accepted by PureAgency but subject to all reservations and will be allocated in the following order respectively: (i) accrued interest, (ii) the damage clause and (iii) the oldest outstanding principal sum.

5.4 In addition, PureAgency reserves the right to suspend ongoing orders from the Client if that Client has outstanding invoices with PureAgency.

6. COMPLAINTS & LIABILITY

6.1. Any complaint by a Client concerning an assignment must be notified in writing to PureAgency within five (5) working days of completion of the assignment. If no complaints are reported in writing during that period, it shall be irrefutably presumed that the assignment met the expectations of the Client and that PureAgency has fully discharged its obligations under the Agreement.

6.2. In the event of valid and timely notified complaints regarding an assignment, to the extent that there is effectively a breach by PureAgency of its obligations under the Agreement, PureAgency's liability shall be limited to repayment of the invoice amount of the assignment in question.

6.3. Except in the case of (i) fraud, (ii) intentional breaches and/or (iii) gross negligence or breaches of this Agreement, PureAgency shall under no circumstances be liable for indirect and/or consequential damage, such as, for example but not limited to, loss of profits, loss of turnover, increase in general and/or administrative costs, reputational damage, etc.

6.4. Except in the case of (i) fraud, (ii) intentional breaches and/or (iii) gross negligence or breaches of this Agreement, PureAgency's total maximum contractual and extra-contractual liability shall be limited to the price paid by the Client to PureAgency for the assignment.

6.5. At the request of the Client, PureAgency may take over the management of services or software provided or developed by a third party. PureAgency is not responsible or liable for any errors committed by this third party.

6.6. For certain services, PureAgency works with specialised partners (including hosting). A description of the guarantees and liability of these partners is available on request. PureAgency is not responsible or liable for any errors committed by these parties.

6.7. Services related to software development are considered provisionally delivered and accepted as soon as they are presented to the Client for testing. This provisional acceptance will become final without written counter-notice after 4 weeks, which means that additional changes will be invoiced by PureAgency on a cost-plus basis.

7. PERSONAL DATA & PRIVACY

7.1 In the context of the Agreement, PureAgency may receive/process certain personal data from the Client. PureAgency values the privacy of its Clients highly and processes such personal data in accordance with applicable privacy legislation such as, for example, (i) the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC and (ii) the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.

7.2. If the Client wishes to know more about how PureAgency processes his/her personal data, the Client may refer to PureAgency's Privacy Policy, as available on the Website. Addressing an application for PureAgency's services, implies the acceptance by the Client of the Privacy-Policy. At any time after the termination of the Agreement, the Client shall be free to exercise its privacy rights under applicable privacy laws and thus terminate any further processing of its personal data, in accordance with the relevant provisions of our Privacy Policy.

8. INTELLECTUAL PROPERTY

8.1. The PureAgency trademark and all trademarks, as well as all other trademarks of the private limited company Purestone, whether figurative or not, and all other trademarks, illustrations, images and logos appearing on the products, accessories or packaging, whether registered or not, are and remain the exclusive property of PureAgency. The Client in no way acquires any right or licence to these intellectual property rights.

8.2. It is strictly prohibited to reproduce referenced trademarks, images, graphics and logos, in full, in part or adapted, without the prior express written consent of PureAgency, by any means whatsoever. Violation of this prohibition may be prosecuted and shall in any case give rise to lump-sum damages from the Client to PureAgency in the amount of five thousand EURO (€5,000.00) per infringement, to be increased by fifty EURO (€50.00) per day that the infringement continues, without prejudice to PureAgency's right to claim higher damages if it proves that the damage suffered exceeds the aforementioned lump sum.

9. NON-RENUNCIATION

9.1. Even a repeated non-application of one of the rights enjoyed by PureAgency under this Agreement or the law may under no circumstances be interpreted as a renunciation or waiver of rights on the part of PureAgency. The Client shall not derive any right from any non-application, nor shall the non-application prevent PureAgency from exercising the right(s) concerned at a later date.

9.2. Any waiver of a right on the part of PureAgency must be made expressly and in writing. Even if a right has been waived by PureAgency in a specific situation, this waiver shall not create any rights for the Client in other (even similar) cases.

10. DIVISIBILITY

10.1. The Parties are convinced that the Agreement is binding and valid in all its aspects. Nevertheless, should one or more provisions of the Agreement be null and void or invalid, such nullity or invalidity shall not affect the validity of the remaining provisions of the Agreement. Provisions that would be affected by nullity or invalidity remain binding for the part thereof that is legally permissible.

10.2. The Parties undertake to immediately replace provisions that would be null and/or invalid with valid provisions that come as close as possible to their common intention.

11. FINAL PROVISIONS

Transferability

11.1. Under no circumstances is the Client permitted to transfer all or part of his/her obligations under this Agreement to third parties without express, written and prior consent to do so on behalf of PureAgency.

11.2. However, PureAgency is permitted to use subcontractors if PureAgency deems this necessary for the performance of the order.

Publicity

11.3. Under no circumstances shall the Client be entitled to make any publications concerning the services provided by PureAgency, regardless of the manner (paper, internet, website or via any other medium such as for example but not limited to social media, vlogs, blogs, etc.) except if PureAgency has given prior, written and express permission to do so. Given consent only applies per communication and it is not because PureAgency has granted consent in one case that it will do so in every other case.

11.4. PureAgency has the right to conduct promotion on the collaboration with the Client unless in the event of a written protest against this by the Client.

Change of circumstances and Force majeure

11.5. If there are exceptional circumstances that would make the performance of the Agreement excessively onerous to such an extent that performance of the Agreement can no longer reasonably be required of a Party (as referred to in Article 5.74 of the Belgian Civil Code), the Parties shall negotiate in good faith with a view to reaching an agreement on the adjustment or termination of the Agreement. If no such agreement is reached within fifteen (15) calendar days after the affected Party's request for negotiation, the competent court shall rule, without being able to adjust the Agreement. The Parties expressly agree that the court's jurisdiction is limited to the termination of the Agreement, if applicable.

11.6. Neither Party shall be liable for failures in performance of their obligations under the Agreement if such failures are due to Force Majeure. Any Force Majeure situation shall be notified in writing by the invoking Party not later than forty-eight (48) hours after that Party became aware of the Force Majeure situation.

11.7. Situations of Force Majeure also entitle the non-invoking Party to suspend its obligations under this Agreement for as long as the period of Force Majeure continues, without owing any compensation to the invoking Party for this purpose.

11.8. If a Force Majeure situation continues for more than forty (40) days, the non-invoking Party shall have the right to terminate the Agreement, without owing any notice or compensation for this purpose.

11.9. Each Agreement shall be terminated ipso jure in case of bankruptcy of one of the Parties. However, services already rendered shall remain due and payable.

Full agreement

11.10. The Agreement constitutes the entire understanding between the Parties with respect to its subject matter. As such, this Agreement supersedes all previous agreements, understandings (written and/or oral) and correspondence between the Parties relating to the subject matter of this Agreement.

Applicable law/competent court

11.11. The Agreement is exclusively subject to, and shall therefore be interpreted in accordance with, Belgian law, to the exclusion of the Vienna Sales Convention as well as any other rule of international private law that would make the law of another country applicable.

11.12. In the event of a dispute between the Parties concerning the existence, performance, validity or interpretation of the Agreement, the courts of Antwerp shall have jurisdiction.