Terms and conditions between clients and Intergalactic Design Unit

Article 1. Applicable Terms and Conditions 

These Terms and Conditions apply to all offers, agreements, services and goods provided, quotations, assignments and invoices with Intergalactic Design Unit, regardless of conflicting determinations listed on customer/client documents. By approving an order/quotation in writing or by email, the client/customer acknowledges accepting the Terms and Conditions of Intergalactic Design Unit. This approval includes a signed on date unchanged version of the non-binding quotation or order receipt by the client/customer, which was provided to the client/customer by Intergalactic Design Unit. These Terms and Conditions also apply to all products and designs purchased through the Webshop with further specification according to Article 2.3 in these Terms and Conditions. For products ordered by the customer without modification and at fixed prices as stated on the Webshop, the customer does not have to send signed on date written or emailed approval to Intergalactic Design Unit on, but automatically commits himself to all Terms and Conditions of Intergalactic Design Unit by ordering and specifically to the further specifications according to Article 2.3 in these Terms and Conditions.

Intergalactic Design Unit is bound only by the determinations of the contracts it accepted, of the special agreements it concludes and of these Terms and Conditions. The application of any other determination is excluded. This applies in particular to any written or spoken communication or negotiation dating back before the acceptance of an assignment.

Article 2. Offers, quotations and order confirmation

2.1 The quotations made by Intergalactic Design unit are indicative and always revocable. Their duration and validity are  30 calendar days, unless explicitly differently agreed determinations are agreed by Intergalactic Design Unit. The quotations are drawn up on the basis of the instructions given by the client/customer.  Any change to this may also entail a price revision. All quotations made by Intergalactic Design Unit are non-binding until the customer/client’s acceptance.

2.2 The agreement is reached when the customer/client approves the non-binding quotation or order receipt in writing or by email within the time limit on which it is valid, i.e. 30 calendar days after the quotation or order date. A signed on date product order receipt must also be sent in writing or by email to Intergalactic Design Unit by way of approval by the customer/client and preferably before delivery.  Approval by the customer/client includes a signed on date unchanged version of the non-binding quotation or order receipt to Intergalactic Design Unit, that is provided to the customer/client by Intergalactic Design Unit. This binds the client/customer to an agreement according to the Terms and Conditions of Intergalactic Design Unit. If the actual delivery took place before the written or emailed acceptance by the customer/client, the agreement is deemed to have started on the date of the actual delivery and is of course binding under the Terms and Conditions of Intergalactic Design Unit.

2.3 All products offered by Intergalactic Design Unit on the Webshop have a fixed price and are sold in the unchanged condition for this price. If the client/customer requests changes to a product, the prices for these changes are at the normal Intergalactic Design Unite rate per hour as mentioned in Article 3.5 of these Terms and Conditions  and this on top of the fixed price listed on the Webshop for the product/design. Intergalactic Design Unit draws up a non-binding quotation for these changes wherefore the Terms and Conditions of Intergalactic Design Unit apply.

All products and designs that are purchased on the Web shop and that is to say at the fixed price for the product/design are binding for the customer/client and can only be revoked by the customer within a period of 7 days after delivery of the product or design by registered letter to Intergalactic Design Unit-Prins Roselaan 92 in Ostend- stating why they no longer desire or want the product or design.  This registered letter must contain a well-founded motivation of the client or customer with the reason why it is revoked.  During this withdrawal period of 7 days, the customer may not resell, change, make public or damage the product/design and the product or design remains complete property of Intergalactic Design Unit…If the above conditions of the right of withdrawal have been met by the customer or the client, Intergalactic Design Unit will refund the unaltered design or product already paid by the customer after the customer/client has returned the undamaged and unaltered product/design to Intergalactic Design Unit.  Transaction and delivery costs made by Intergalactic Design Unit for this product/design will be deducted from the purchase price that is refunded to the customer/client and subsequently applies that the purchase price is only refunded after the product or design is returned to Intergalactic Design Unit intact and not distributed neither online, nor via print, nor third parties and unpublished within a period of 7 days after receipt of the registered letter by the customer/client to Intergalactic Design Unit.

If the client/customer purchases a product or design on the Webshop with changes/customised and approves the non-binding quotation sent by Intergalactic Design Unit for this signed on date in writing or by email within the 3o calendar days of the period of validity of the quotation, the additional working hours for the changes to this design/product will not be refunded and the Terms and Conditions of Intergalactic Design Unit as read in Article 4 of the Terms and Conditions of Intergalactic Design Unit apply. The extra working hours performed for the changes to this design/product are billed to the customer/client and will not be refunded.

Article 3. Price and payment

3.1 All prices in quotations and/or orders do not include VAT, unless this is expressly deviated from by Intergalactic Design Unit in writing or by email. The prices indicated in the quotations and/or orders are those applicable on the day of the offer. Our non-binding quotations are drawn up on the basis of the instructions given by the client/customer. Any change to this may entail a price revision in proportion. Unless explicitly differently agreed upon by Intergalactic Design Unit, an advance of 30% of the agreed amount will be paid at the time of acceptance in accordance with Article 2 of these Terms and Conditions.  The approval of the non-binding quotation by the customer/client and this within 14 days after Intergalactic Design Unit sends the invoice. The remaining 70% of the invoice will be billed after execution of the contract and is payable within a period of 30 days after invoice date. All invoices, non-binding quotations and order receipts shall indicate the account number of Intergalactic Design Unit on which the payment and advance by the client/customer to Intergalactic Design Unit must be made. Given our quotations are indicative and always revocable, additional working hours provided by Intergalactic Design Unit for the design will be charged on top of this invoice.

3.2 Intergalactic Design Unit is bound to be transparent towards the client as far as possible and report by email if the total working hours will exceed the original quotation. Intergalactic Design Unit is not responsible for third-party delays or delays by the customer/client who could translate into extra working hours and increase the price of total working hours and final invoice.

3.3 In case of non-payment at the due date , the amounts due shall be increased by law and without a to that effect stretching notice of default, in accordance with the interests on late payments conform Article 5 of the Law of 2 August 2012 on the control of late payment in commercial transactions. In addition, the client/customer will be liable for a lump sum that is an irreducible compensation of 15% on the active invoice amount and any costs due, including court costs. In the absence of payment of the advance or invoice, the services, goods and/or services may be withheld by Intergalactic Design Unit as a guarantee of the amounts due. The lack of payment on the expiry date of the invoice or payment of the advance within the relevant period makes any other claim of debt on the customer/client collectable by law. In this case, the client/customer may not use the designs that are created by Intergalactic Design Unit. Complaints are not such that they suspend the payment obligations of the customer/client regarding other deliveries.

3.4 Each agreement with Intergalactic Design Unit signed by the client on date under the Terms and Conditions of Intergalactic Design Unit includes a single improvement round of 1 working hour. Further improvement rounds at the request of the customer/client will be charged by Intergalactic Design unit to the client/customer.

3.5 The normal Intergalactic Design Unit hourly rate is 50 euros per hour.

3.6 Offers and quotations do not automatically apply to future orders and quotations.

3.7 Any additional works caused by third parties or additional functionalities/wishes not mentioned in the quotation shall be carried out at the normal rate of 50 euros per hour.

3.8 The price in the offers and quotations does not include photography, purchase of images, copywriting and translations.

Article 4. Orders Cancellations

Any additional order or work will give rise to the preparation of either an order written by the customer/client or an order confirmation by Intergalactic Design Unit. The cancellation or modification, in whole or in part, by the Client of his order after the conclusion of the agreement is only possible subject to explicit and written permission from Intergalactic Design Unit. The determinations concerning cancellation for products that do not need to be changed and sold at a fixed price on the Web shop are listed in Article 2.3 of these Terms and Conditions. If the customer/client partially cancels, he undertakes, in addition to paying for any benefits already performed, to reimburse Intergalactic Design Unit for all expenses and works already incurred, including the costs incurred by suppliers, as well as for the loss of profit on the non-exported part. This profit is fixed flat-rate at 30% of the agreed price (excluding VAT). If an advance has already been paid in accordance with Article 3 of these Terms and Conditions, this will remain acquired by Intergalactic Design Unit deducted from the damages due.

Article 5. Time limits and deliveries

5.1 The date of delivery is given only as an indication and does not bind Intergalactic Design Unit. Delay in the delivery of products does not entitle the customer/client to compensation or price reduction or to termination of the contract. A delay in the delivery of products or services may in no way give rise by law to the cancellation of the order and/or the termination of this General Agreement, nor to the payment of any fee by Intergalactic Design Unit to the customer/client. If successive deliveries are provided, each delivery must be considered separately as a separate agreement, so that the events relating to 1 delivery do not affect the next delivery. If, at the request of the customer/client, an assignment has to be executed within a shorter than normal period, and this entails additional costs, they will be charged.

5.2 If the parties have explicitly agreed a binding delivery period, agreements on (in between) deadlines are agreed upon in a written agreement in advance, this period shall be extended if the client fails to transfer information, documents, originals, images (timely) and accept the improved tests (in good time), or if the customer/client places additional orders. The client/customer therefore ensures that all data, which Intergalactic Design Unit indicates are necessary for the execution of the assignment, are delivered in a timely manner.

5.3 The agreed deadlines are also extended by any delay in payment of the agreed price and/or advance. If an assignment has to be executed within a shorter than normal time frame, and this entails additional costs, then these costs will be charged by Intergalactic Design Unit to the client/customer.

5.4 Projects that have been put on hold by the client/customer do not give rise to a suspension of payment. For projects that are paused for more than 4 weeks, a restart fee will be charged at rate of the time it takes to restart the project according to Intergalactic Design Unit’s current hourly rates and specifically tailored to each individual project.

Article 6. Risk Transfer Deliveries

From the acceptance by the customer/client in accordance with Article 2 of these Terms and Conditions, the risks is for the customer/client unless explicitly otherwise determined.  The documents, goods, projects, etc… of the customer/client who are in possession of Intergalactic Design Unit, are so at the risk of the customer/client. The customer/client expressly exempts Intergalactic Design Unit from any liability, in particular in the case of whole or partial damage or loss by any reason. Intergalactic Design Unit will take reasonable measures to prevent the occurrence of damage for the customer/client in the delivery and/or preservation of documents, goods, projects, etc. avoid.

Article 7. Complaints

In order to be valid, any complaint or refusal must be disclosed to Intergalactic Design Unit by registered letter, within 7 calendar days of the delivery of the goods or the performance of services. If the customer/client fails to accept the delivery, the 7 calendar days deadline begins to run at the time of receipt of invoice. The absence of any dispute in accordance with previous determimations entails unconditional acceptance of the product supplied, the service performed and the invoice for the customer/client. The use or spread or publicising of part of the supply (goods, services and/or services) entails the approval of the whole in law. Lac of part of the delivery do not give the customer/client the right to refuse the whole of the delivery. In the absence of timely protest, the services/invoices have been permanently accepted and payment is due.

Article 8. Suspension of obligations

In the event that the customer/client fails to carry out the obligations for the proper execution of Intergalactic Design Unit’s entrusted contract, or to pay the invoices in accordance with Article 3 of these Terms and Conditions, Intergalactic Design Unit will be able to suspend the implementation of its obligations without this being a termination of contract.  Once the obligations of the customer/client have been implemented, Intergalactic Design Unit will be free to continue the implementation of its obligations, without prejudice to any changes in prices and deadlines brought about by this fact. In addition, in the event of all or part of the defects mentioned above in this Article for a period of 60 days after default, Intergalactic Design Unit will be able to consider them to be legally dissolved to the detriment of the customer/client.

Article 9. General Liability

9.1 Intergalactic Design Unit will carry out all the services to be provided with care. All performance of Intergalactic Design Unit are means commitments. Intergalactic Design Unit is not liable for errors in execution due to insufficient or incorrect input by the customer.

9.2 Intergalactic Design Unit cannot be held liable for any error (even a gross error) except in case of deception. Intergalactic Design Unit, whatever the cause, form or object of the claim in which liability is invoked, will under no circumstances be liable for any consequential damages such as loss of expected profit, decrease in turnover, increased operating costs, loss of clients that the customer/client or third parties would suffer as a result of any error or negligence of Intergalactic Design Unit or a party cooperating with Unit Intergalactic.

9.3 Intergalactic Design Unit is in no way liable for the content of the materials supplied by the customer/client (including footage). The customer must ensure that the material provided does not infringe any intellectual property rights or legal provisions. Data (texts, photographs, illustrations) provided by the customer are deemed to be in line with the applicable copyright laws and other intellectual property rights. Intergalactic Design Unit is not liable for infringement of patents, license or other rights of third parties by the use of data, which was provided to it by or because of the customer in the execution of the contract. The customer must investigate the existence of these rights, including patent rights, trademark rights, drawing or model rights, copyrights, portrait rights… third parties.

9.4 If and to the extent required for the proper implementation of the agreement, Intergalactic Design Unit has the right to have certain activities carried out by third parties.

9.5 As regards services from third-party suppliers, Intergalactic Design Unit does not accept any liability over or other than the liability that third-party suppliers are willing to accept for their products or services.

9.6 The client/customer recognises mutual e-mail as a legal, valid proof for and towards Intergalactic Design Unit.

9.7 Intergalactic Design Unit has the right to use open source.

9.8 Intergalactic Design Unit regulates and supervises the printing that is outsourced to third parties at the request of the client/customer, but is in no way responsible for any deviations or errors in the printed matter. The client agrees to thoroughly review all files before the assignment is printed and bears full responsibility for the accuracy of the printing. Minor colour deviations can always occur (also with printed work previously provided).

Article 10. Intellectual

10.1 Intergalactic Design Unit is the only one to retain the intellectual property rights on its creations in the broadest possible sense, both for current and future forms of exploitation. All vector files standardly remain with Intergalactic Design Unit unless explicitly agreed otherwise. The designs, drawings, photographs, clichés, etc… made available by Intergalactic Design Unit give only give the customer/client a right to use aforementioned creations. The right of reproduction can be transferred by Intergalactic Design Unit (partly), its modalities will be regulated by a (separate) agreement.

If the client/customer gives Intergalactic Design Unit orders for the reproduction of the work of a third party, the client/customer declares that they have obtained the necessary rights to this end. The client/customer is therefore the solely liable  for claims by third parties for violation of their intellectual property rights, excluding any liability for Intergalactic Design Unit.

10.2 All products, services and designs provided by Intergalactic Design Unit may not be processed in (online) printing works other than the (online) printing works for which the products and services were originally provided without explicit consent of Intergalactic Design Unit.  In addition, all products and services provided by Intergalactic Design Unit should not be changed or reworked and should be retained unchanged in the condition in which and for which they were delivered to the customer/client by Intergalactic Design Unit.  All reworkings and changes of objective of the product or the services and designs provided can and may only be carried out by Intergalactic Design Unit itself.

10.3 The ideas, concepts, (experimental) designs, image materials… remain owned by Intergalactic Design Unit.

10.4 If photographs, illustrations, fonts and other images were used in the design that were not provided by the customer, but were taken by Intergalactic Design Unit from a platform that makes photos, illustrations, fonts and other images available for payment or not, then the user license that the customer/client gets in these photos, illustrations, fonts and other images, depends on the conditions provided by these platforms.  As a rule, this usage license will not be exclusive.  Intergalactic Design Unit does not provide any guarantee regarding these photos, illustrations, fonts and other imagery.

10.5 Ownership of the source files of a product or creation developed by Intergalactic Design Unit remains the property of Intergalactic Design Unit at all times and will not be provided.

10.6 All the paper illustrations/cartoons/works of art provided always have the illustrator/artist’s name, signature on every copy made. Unless explicitly agreed otherwise, the copyright of paper illustrations/cartoons/works of art remain with the illustrator/artist. If the client/customer wants to use the illustrations/cartoons/works of art more often, for example in a reprint or extra material, or wants to sell them, then the customer/client should contact Intergalactic Design Unit to agree fees on this matter and to ask for permission for this. If not explicitly agreed in writing otherwise, the paper illustrations/cartoons/works of art remain the property of the illustrator and Intergalactic Design Unit.

Article 11. Confidentiality

The Parties promise to keep the commercial and technical information and trade secrets they hear from the other Party, even after the termination of the agreement, and to use it only for the implementation of the agreement.

Article 12. Reference

The client/customer agrees that the product/design or service developed by Intergalactic Design Unit will be included in Intergalactic Design Unit’s reference portfolio and may be used as promotional material by Intergalactic Design Unit and published on the website or on social media or any means of promotion required for Intergalactic Design Unit as a company. Except when this has been explicitly agreed upon differently in writing by Intergalactic Design Unit.

Article 13. Unforseen situations

Unforseen situations such as strikes, public unrest, administrative measures and other unexpected events over which Intergalactic Design Unit has no control, liberate Intergalactic Design Unit, for the duration of the inconvenience and for their scope, from its commitments, without the right to any price reduction or compensation for the customer/client. In general, unforseen situations are considered to be situations that reduce, or delay and are all circumstances preventing the implementation of the agreement, or even, which lead to an excessive aggravation of the implementation of intergalactic design unit obligations. Where it is concluded in the above situations that it is no longer possible to reasonably comply with the commitments, the agreement will be reviewed or terminated by mutual agreement. Any already delivered performance by Intergalactic Design Unit up to the moment of the unforseen situations will still be billed to the customer/client.

Article 14. Applicable court

Belgian law applies to Intergalactic Design Unit agreements regarding the conclusion, validity, implementation and/or termination of this agreement will be settled by the courts located in the judicial district where Intergalactic Design Unit is located.

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