Terms and Conditions

‍Definitions

1.   Loopz: Machtelinckx Consultancy, established in Aarschot, Chamber of Commerce no. 0647839640.

2.  Customer: the person with whom Loopz has entered into an agreement.

3.  Parties: Loopz and customer together.

4.   Consumer: a customer who is an individual acting for private purposes.

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Applicability

1.   These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Loopz. 

2.  Parties can only deviate from these conditions if they have explicitly agreed upon in writing.

3.   The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

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Offers and quotations

1.   Offers and quotations from Loopz are without engagement, unless expressly stated otherwise.

2.  An offer or quotation is valid for a maximum period of 1 month from its date, unless another acceptance period is stated in the offer or quotation. 

3.  If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.

4.   Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

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Acceptance

1.   Upon acceptance of a quotation or offer without engagement, Loopz reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer. 

2.   Verbal acceptance of the customer only commits Loopz after the customer has confirmed this in writing (or electronically).

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Prices

1.   All prices used by Loopz are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.

2.  Loopz is entitled to adjust all prices for its products or services, shown on its website or otherwise, at any time.

3.  The price with regard to services is determined by Loopz on the basis of the actual working hours. 

4.  The price is calculated according to the usual hourly rates of Loopz, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.

5.  If the parties have agreed on a total amount fora service provided by Loopz, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.

6.  Loopz is entitled to deviate up to 10% of the target price. 

7.  If the target price exceeds10%, Loopz must let the customer know in due time why a higher price is justified. 

8.  If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by10%. 

9.  Loopz has the right to adjust prices annually. 

10.  Loopz will communicate price adjustments to the customer prior to the moment the price increase becomes effective.

11.   The consumer has the right to terminate the contract with Loopz if he does not agree with the price increase.

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Payments and payment term - Services

1.   The customer must pay invoices of Loopz within 14 days, unless parties have made other agreements about this or if the invoice has a different payment term.

2.  Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Loopz having to send the customer a reminder or to put him in default. 

3.   Loopz reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

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Consequences of late payment

1.   If the customer does not pay within the agreed term, Loopz is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted for a whole month.

2.  When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Loopz. 

3.  The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs. 

4.  If the customer does not pay on time, Loopz may suspend its obligations until the customer has met his payment obligation. 

5.  In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Loopz on the customer are immediately due and payable. 

6.   If the customer refuses to cooperate with the performance of the agreement by Loopz, he is still obliged to pay the agreed price to Loopz. 

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Suspension of obligations by the customer

 The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Settlement 

The customer waives his right to settle any debt to Loopz with any claim on Loopz. 

Guarantee

When parties have entered into an agreement with services included, these services only contain best-effort obligations for Loopz, not obligations of results.

Performance of the agreement

1.   Loopz executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. 

2.  Loopz has the right to have the agreed services (partially) performed by third parties.

3.  The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer. 

4.  It is the responsibility of the customer that Loopz can start the implementation of the agreement on time.

5.   If the customer has not ensured that Loopz can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

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Duty to inform by the customer 

1.   The customer shall make available to Loopz all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.

2.  The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement. 

3.  If and insofar as the customer requests this, Loopz will return the relevant documents. 

4.   If the customer does not timely and properly provides the information, data or documents reasonably required by Loopz and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

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Duration of the agreement 

1.   If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Loopz a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

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Indemnity 

The customer indemnifies Loopz against all third-party claims that are related to the products and/or services supplied by Loopz. 

Complaints

1.   The customer must examine a product or service provided by Loopz as soon as possible for possible shortcomings.

2.  If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Loopz of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings. 

3.  Consumers must inform Loopz of this within two months after detection of the shortcomings.

4.  The customer gives a detailed description as possible of the shortcomings, so that Loopz is able to respond adequately. 

5.  The customer must demonstrate that the complaint relates to an agreement between the parties.

6.   If a complaint relates to ongoing work, this can in any case not lead to Loopz being forced to perform other work than has been agreed. 

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Giving notice

1.   The customer must provide any notice of default to Loopz in writing.

2.   It is the responsibility of the customer that a notice of default actually reaches Loopz (in time). 

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Joint and several Client liabilities

If Loopz enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Loopz under that agreement. 

Liability of Loopz

1.   Loopz is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence. 

2.  If Loopz is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.

3.  Loopz is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.

4.  If Loopz is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.

5.   All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

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Expiry period

Every right of the customer to compensation from Loopz shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly.

Dissolution

1.   The customer has the right to dissolve the agreement if Loopz imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance. 

2.  If the fulfillment of the obligations by Loopz is not permanent or temporarily impossible, dissolution can only take place after Loopz is in default. 

3.   Loopz has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Loopz good grounds to fear that the customer will not be able to fulfill his obligations properly. 

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Force majeure

1.   A shortcoming of Loopz in the fulfillment of any obligation to the customer cannot be attributed to Loopz in any situation independent of the will of Loopz, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Loopz.

2.  The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages. 

3.  If a situation of force majeure arises as a result of which Loopz cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Loopz can comply with it. 

4.  From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part. 

5.   Loopz does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

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Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly. 

Changes in the general terms and conditions

1.   Loopz is entitled to amend or supplement these general terms and conditions. 

2.  Changes of minor importance can be made at anytime. 

3.  Major changes in content will be discussed by Loopz with the customer in advance as much as possible.

4.   Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions. 

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Transfer of rights

1.   The customer cannot transfer its rights deferring from an agreement with Loopz to third parties without the prior written consent of Loopz. 

2.   This provision applies as a clause with a property law effect

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Consequences of nullity or annullability

1.   If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. 

2.   A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Loopz had in mind when drafting the conditions on that issue.

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Applicable law and competent court

1.   Belgian law is exclusively applicable to all agreements between the parties. 

2.   The Belgian court in the district where Loopz is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.