Art 1. When giving accord to this agreement through letter or e-mail you agree that the services and/or products listed on the proposition and only these services and/or products will be delivered.
Art 2. Comments and complaints about invoices must be delivered to Root Agency within 8 days starting from the day the invoice has been received. After this term any or all complaints concerning invoices may be seen as ‘not received’ and the customer has given his accord concerning the invoice.
Art 3. When failing to pay the invoice in a timely manner only 2 reminders will be sent. Afterwards Root Agency reserves the right to cancel the services of products.
Art 4. All invoices must be paid for within a term of 14 days. The final day will be listed on the invoice.
Art 5. On unpaid invoices that have passed the term of payment an interest will be charged of 2% per month and this for every started month.
Art 6. All logo’s, images, information, texts, account – and login information have to be delivered to Root Agency digitally and in full in the agreed upon formats. When this does not happen Root Agency may charge extra for the work needed to retrieve this information. When sensitive data is concerned Root Agency agrees to let the customer deliver these in person or through postage.
Art 7. Root Agency can never be held accountable for the loss of a domain name. When Root Agency is in charge of domain names and correct and timely payments are made Root Agency will ensure that these domain names will always be correctly renewed.
Art 8. Root Agency remains the owner of developed software, desing templates of websites or software and designs or layouts concerning delivered documents like e.g. marketing proposals, timeline documents, etc. , unless stated otherwise.
Logo’s, corporate brandings and custom-made designs do not fall under this category. The client becomes owner of logo’s, corporate brandings and custom-made designs specifically for them.
Art 9. Cfr Art 8, when the items stated under article 8 have a change of owner all parties will be notified of this change.
Art 10. In first instance the customer is himself responsible for backups of his data, databases, mail accounts and mails & contacts. Root Agency takes it’s own measures in backing up and protecting data (On-premise storage server, Google Drive Cloud Storage, Backups on webservers), but can never be held accountable for eventual loss of data of any kind.
Art 11. Propositions are non-committal and remain valid for a period of 30 days.
Art 12. The customer will only be invoiced on agreed upon services and times.
Art 13. Propositions have to be signed and delivered to Root Agency digitally or through postal. The services/products/projects will be started and delivered only when this signed proposition is in the possession of Root Agency and agreed upon payments before commencement of services are present on the bank account of Root Agency. Root Agency also accepts transfer notes or proof of payment for this.
Art 14. Delivery times are estimated to the best extent possible but are never binding, due to many outside factors that can influence delivery times and depending on the speed of communication between Root Agency and customer. If however a delivery time might be exceeded with 14 days, Root Agency will formally notify the customer of this delay. Root Agency will also routinely inform the customer of the progress of a service.
Art 15. Root Agency agrees to take proper care of sensitive data needed for offering a service. It will not distribute or share this information with third parties, unless deemed necessary but only in agreement with the customer.
Art 16. On all delivered services there is a warranty of 3 months. (Technical) Issues with designed websites and/or software must be notified in writing within this term.
Art 17. Root Agency agrees to return digital accounts, logins, social media accounts/pages, login information necessary for offering the agreed upon service back to the customer when agreed upon.
Art 18. The customer has right on 1 revision without extra costs of delivered plans, strategies, designs and web designs. If stated otherwise on the proposition the customer might have right on more or fewer revisions. For further revision work and keeping designs, websites, strategies and more up-to-date a subscription plan can be agreed upon.
Art 19. Root Agency reserves to right to terminate the contract in case of circumstances that are beyond its control.
Art 20. Unless stated otherwise the customer is not allowed to alter designs, logo’s, corporate identities or other graphical work. All adjustments and iterations must be made in agreement with Root Agency. If the customer chooses to have these adjustments made by a third party or do it themselves, Root Agency will allow this only when a Design Guide is created by Root Agency. This Design Guide will have guidelines on how to make proper adjustments to designs. The customer agrees that Root Agency might bill extra for infringements or misuse.
Art 21. If a customer chooses to terminate a contract and end a running project or service, Root Agency reserves the right to bill the already performed hours worked and expenses made.
Art 22. The chosen court for in case of disputes is the court situated in Leuven, Belgium.
Art 23. The customer agrees that Root Agency may place its logo or a text link on finished projects and websites created by Root Agency. This logo and/or text link will be non-intrusive and will never distract from the project or website.
Art 24. The customer agrees that Root Agency may use their product or delivered service in its own communication channels, ranging from but not limited to: website, portfolio, social media, print and so on. Root Agency will respect launch dates and campaign dates, so as to not communicate about delivered work before the customer uses it in his campaign.
Root Agency will however never communicate about secretive information or information asked to keep private. On request Root Agency will sign a non-disclosure agreement concerning this information.
Art 25. Root Agency agrees to only use qualitative suppliers and to communicate expenses in a timely and correct fashion. The following items, but not limited to, fall under expenses: print costs, costs of marketing software, costs of IT-services, costs of website hosting, costs of domain names, costs of publishing, costs of advertising, costs of transportation, … . Under no circumstances will discounts be given on expenses. However, if a discount is available from a supplier, Root Agency will notify the customer about this and the terms of this discount. (e.g. a discount offered by a supplier for the first year of registering a domain name. Root Agency will explain the discount and the extend of it and will inform the customer about the costs after the discount runs out.)
Art 26. Before commencement of a project, if applicable, a deposit of 30% of the total offer amount, VAT inclusive, has to be made to Root Agency. A project starts when Root Agency is in possession of the deposit. After approval of designs a second deposit of 20% of the total offer amount, VAT inclusive, will have to be made. After receiving this deposit, Root Agency will finalize the project. Other percentages or specific terms may apply to specific contracts. Webprojects and campaigns will be finalized after the second deposit but require payment of the final invoice before being published.
Art 27. When projects, products or services get delayed, from either the side of Root Agency or the customer, and extends beyond a period of 30 days since last invoice, Root Agency reserves the right to bill the worked, billable hours and expenses for the specified period. Interim invoices mentioned in article 26 will also reset this 30-day period.
Art 28. A project, product, service or website will be deemed ‘finished’ when it has been fully designed and is functioning as agreed upon in the proposition. If the contents, agreed to be delivered by the customer, (ranging from, but not limited to: text, images, information, video) are not delivered, delivered late or delivered in wrong formats to Root Agency, it reserves the right to use placeholder text and images. Projects will then be billed as they are deemed finished. When the customer delivers the agreed upon content Root Agency will implement this content, or the customer may choose to do so himself. Root Agency cannot be held accountable for late or non-delivery of content by the customer.