TERMS AND CONDITIONS

1. Application

Terms and conditions are applicable to all provision of services requested with OpenJph, with its headquarter located at 19 rue de la fontaine à 1340 Ottignies. Our General Terms and Conditions will apply solely and undiminished, apart from special conditions requested by OpenJph client and agreed by writing. OpenJph reserves the right to adapt or modify these General Terms and Conditions at any time providing these changes appears on the following website, www.openjph.be. The online conditions will remain the same at the time of order. The client admits having taken some knowledge and states to accept them and the renunciation to one’s own terms of purchase or other conditions since it places his order.

This version is applicable since 01/05/2015.

2. Offers and orders

Unless otherwise stipulated in the special terms and conditions of OpenJph, the validity period of tenders is one month. Any order which is not preceded by an offer in writing from OpenJph shall only bind us if OpenJph has accepted it in writing.

3. Price

OpenJph’s prices are denominated in euro, excluding VAT. In the case that VAT increased or any new taxes are implemented between the moment of the order and that of delivery will be charged to the client. OpenJph’s prices are only valid to provide specific services as described in the particular conditions, excluding any other work and performance. If extra services are requested by the client, additional charges will be invoiced in accordance with the particular conditions.

4. Payment

Invoices are payable in euro to OpenJph’s headquarter within 30 days from the invoice. All contestations related to an invoice must be submitted in writing and sent by recorded delivery to OpenJph’s headquarters, within the 8 working days following reception of the invoice. Failing that, the client cannot object the invoice. In the event of failure to promptly pay an invoice on the due date, the full amount of the invoice involved shall be immediately payable. Any invoice not paid by an individual’s on the due date, ipso jure and without prior formal notice, will be subject to a late penalty of 8% per annum. For professional’s, the law on late payment will apply. Furthermore, any invoice unpaid on its due date shall be automatically and without prior formal notice increase by an additional fixed indemnity of 15% of the sums dues, by way of damages.

5. Timing

Except any express warranty stated in the special conditions, the delivery times indicated in the special conditions are not the strict deadlines. OpenJph can under no circumstances be held liable apart from important delays and attributable to its fault. The Client may not invoke the deadlines to terminate the contract, to claim damages and claim for any further damages. Unless otherwise expressly accepted in writing by OpenJph. In the event of delays exceeding 30 working days, the client must a reminder of notice of default by registered mail to OpenJph, which will benefit of 50% of the designed time to provide services. Unforeseeable circumstances or force majeure: in the event of unforeseeable circumstances or force majeure, the obligations of the parties are mutually suspended without compensations. Force majeure includes strike, war, extreme weather events, natural disasters, fire, sabotages and any events beyond OpenJph’s control, of any kind of nature and regulation which emanate from the administrative authorities or judiciary, which result in making the contract execution impossible.

6. Intellectual property rights

Unless a contrary agreement in the special condition, it is stated that: Any computer code written for the client remains OpenJph’s property until payment of the full amount related to the provision of services. The software’s developed for the purpose of the project are distributed under the General Public License (GNU) or GNU Lesser General Public License.

7. Guaranties

OpenJph warrants that any software and elements used delivered to the client respect the rights of third parties and are not illegal. The Client confirms that all materials used or supplied to OpenJph are not illegal and does not violate any third party rights. The client is solely responsible for any content published requested to OpenJph. The client commit, in a way not restricted to any measures, obtain the necessary rights for pictures, illustrations, music and any work used, if it has not fallen into the public domain. The use of any such software shall be in accordance with the terms of the license applicable to the software. OpenJph shall not be held responsible for any problems arising from the interruption of the internet services or the loss of data caused by internet service provider not directly linked. Similarly, when a Web site hosting arrangements and e-mail services were required by the client, OpenJph cannot be held liable for any direct or indirect damage arising from any temporary interruption of services or providers. In the case of any claims by a third party concerning the client’s use of services provided by OpenJph, client agrees to fully compensate OpenJph if it finds there is a valid claim.

8. Limitation of liability

When the rendering of services is completed, OpenJph does not accept any liabilities other those prescribed in Articles 7. Therefore, OpenJph assume no liability for damages incurred in the event of any modifications made by the client or anyone other than OpenJph’s employees to the service.

9. Confidentiality

The client and OpenJph, both undertake not to disclose any confidential information to third parties, this includes, but it's not limited to, access codes, passwords, financial information’s, billing data and data concerning the service and hardware.

10. Termination of contract

In the case of unilateral breaches of contract, the client will be obligated to pay an amount of compensation equal to 25% of the billed amount.

11. Competence

Any new or emerging problem will result in an exchange and conciliation; parties exhaust all other conciliation procedures, resorting to mediation civil and commercial, parties in the same interest shall appoint one arbitrator jointly by agreement. In the event that the situation becomes irreconcilable, any disputes directly or indirectly linked to contractual relationships between OpenJph and the client shall be under the exclusive jurisdiction of the Courts and Tribunals of the district of Nivelles.

12. Applicable law

Contractual relationships between OpenJph and the client are governed by Belgian law.