Terms and conditions

Art. 1 Definitions

– Agreement: the by the Customer accepted Project Overview or Quotation document.
– BUMP: BUMP, a private limited company under Belgian Law, with office at Aalmoezenierstraat 11-13, 2000 Antwerp, registered in the Crossroads Bank of Enterprises under number 0898.228.215 (RLE Antwerp, section Antwerp).
– Confidential Information: information of either BUMP or the Customer shall be deemed to be of a confidential nature (i) if it is expressly designated to be confidential, or (ii) regardless of whether or not it is expressly designated as confidential, if it should reasonably be understood to be confidential, given its nature, or is traditionally recognized to be of a confidential nature.
Confidential Information shall in any event include (non-exhaustive list) the content of the Agreement and information relating to either BUMP or the Customer, their affiliates, agents, contractors, clients and/or vendors, business including know-how, ideas, technical, business, financial, client and product information, competitively sensitive and engineering information, development plans, forecasts, strategies, techniques, computer programs, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), techniques, processes, software design and architecture, design and function specifications, analysis and performance information, user documentation, internal documentation, designs, concepts, all copies of any of the foregoing and any analyses, studies or reports that contain, or based on, or reflect any of the foregoing.
– Customer: the natural person who signs the Agreement or the legal entity in whose name a representative or a proxy-holder signs the Agreement in the course of his/her professional activities.
– Deliverables: any actual outcome of the Services, as may be further described in the Project Overview.
– General Terms and Conditions: these general terms and conditions of BUMP.
– Intellectual Property Rights: (non-exhaustive list) copyrights, patents, trademarks and trade secrets, rights in computer programs (both in object and in source code), design rights, database rights, proprietary rights in knowhow, business names, trade names, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any other intellectual, industrial or proprietary right in any country and any existing or future applications for or registrations of such rights.
– Project: the project as described in the Project Overview;
– Project Overview: the project overview established by BUMP setting out the description of the Project, the indicative budget and timeline of the Project as well as the applicable invoicing schedule.
– Services: all services regarding design and technology in relation to brand activation / brand experience performed by BUMP (including but not limited to workshops, creative campaigns, physical experience design and build, video and virtual event production, social media strategy and campaigns, executive profiling strategy and related content and graphic and motion design) regarding the Project.

Art. 2 General

Without prejudice to any other special terms and conditions agreed upon in a separate written agreement, each quotation, order confirmation, Project Overview, Agreement and invoice between BUMP and the Customer is subject to the provisions of these General Terms and Conditions.
The General Terms and Conditions, in force at the time of order, shall apply to all deliveries of the Services and Deliverables by BUMP.
If there is a separate written agreement between BUMP and the Customer, the provisions of this agreement shall have priority over the General Terms and Conditions with regard to the provisions agreed upon in such separate written agreement. Otherwise, the provisions of the General Terms and Conditions remain applicable.
The Customer has previously been informed of these General Terms and Conditions and accepts them. The Customer’s general terms and conditions are not applicable, unless explicitly stated otherwise in writing.
Any samples, drawings, descriptive matter or designs issued by BUMP, and any descriptions or illustrations contained in the Project Overview or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services and/or Deliverables described in them. They shall not have any contractual force.

Art. 3 Quotation

Quotations are always without obligation and include a description of the Services / Deliverables, as well an indicative estimation of the budget and timing of the Project.
Any Quotation given by BUMP is only valid for [a period of 14 days from its date of issue or the period as mentioned in the Quotation.
Notwithstanding any other mandatory legal provisions, a binding Agreement is formed as soon as BUMP receives approval by email on a Project Overview or Quotation.
The final description of the to be delivered Services / Deliverables is included in the Agreement.

Art. 4 Prices and payment

The Services / Deliverables are chargeable to the Customer in accordance with the prices and under the payment terms of the Agreement.
The prices mentioned by BUMP are excluding VAT and other taxes.
The Customer undertakes to provide BUMP with the correct invoicing information ultimately at the moment of entry into force of the Agreement.
The invoicing schedule, if applicable, is set out in the Agreement.
BUMP reserves its right to request an advance payment from the Customer prior to executing the Services. The amount of the advance payment will in such case be determined in the Agreement. BUMP reserves the right to suspend the commencement of the Services as long as this advance payment has not been made by the Customer.
Any dispute in connection with invoices of BUMP must be addressed within eight (8) working days after the date of the invoice. After this period, any invoice is considered to be final and accepted.
Each invoice of BUMP is payable within thirty (30) days after the date of the invoice, unless stated otherwise.
Any invoice not paid, in full or in part, on the due date, shall legally and without prior notice, result in delay interests on the outstanding invoice amount at the statutory interest rate as from the due date in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions, as amended from time to time, whereby each month started will count for an entire month. Any late payment by the Customer authorizes BUMP to charge an administration fee of ten (10)% of the invoice amount, with a minimum of one hundred twenty-five (125) euros. This administration fee remains payable upon (late) payment of the principal invoice sum.
Late payment entitles BUMP to suspend the delivery of the Services and/or Deliverables to the Customer until full payment of the outstanding payable invoices.
All costs resulting from enforcing payment through courts, including fees of lawyers, will be borne by the Customer.

Art. 5 Changes and cancellation

Changes by the Customer after signing the Agreement shall only be executed with BUMP’s explicit, written permission and subject to acceptance by the Customer that BUMP has the right to charge the Customer for all additional price adjustments and all costs as a result of to these changes.
A cancellation of an Agreement by the Customer after signing the Agreement shall only be possible upon explicit, written approval by BUMP.

Art. 6 Obligations of the Customer

The Customer ensures that the terms of the Agreement and any information provided therein are complete and accurate.
The Customer shall provide BUMP with such information and materials as BUMP may reasonably require in order to supply the Services and/or Deliverables, and ensure that such information is complete and accurate in all material respects.
The Customer declares to fully cooperate in the implementation, integration and testing of the Services and/or Deliverables.
The Customer will in relation to the execution of the Project only communicate with the dedicated project manager for the Project.

Art.7 Delivery

BUMP shall use all reasonable endeavors to meet any performance dates specified in the Agreement. However, notwithstanding other mandatory legal provisions or an explicit and written agreement, the date of delivery is purely indicative and shall not be considered as binding for BUMP. Any delay in delivery of the Services and/or Deliverables cannot give rise to any penalties, compensations or a cancellation of the order. BUMP however undertakes to inform the Customer as soon as possible of any delay in delivery.
BUMP cannot be held liable for any obligations of suppliers or subcontractors, as a result of which BUMP fails to meet the delivery time.
If BUMP’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, BUMP shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the BUMP’s failure or delay to perform any of its obligations as set out in this article 8 of the General Terms and Conditions.

Art. 8 Liability and warranties

To the maximum extent permitted by law, BUMP’s liability shall be limited to damages of the Customer resulting directly from a gross negligence (“zware fout”) or wilfull misconduct (“opzet”) of BUMP. To the extent that the activities depend on the cooperation, services and deliveries of third parties, BUMP shall by no means be held liable for any damage arising out of the fault (with the exception of gross negligence (“zware fout”) or wilfull misconduct (“opzet”)) on the part of third parties. BUMP shall in no event be liable for any consequential damages, indirect damages, loss of profit, loss of data or loss of opportunity of the Customer.
To the maximum extent permitted by law, any liability of BUMP, whether contractual or extra-contractual, shall in any event be limited to the amounts effectively paid out by the Customer under the Agreement and with a maximum of 25.000 EUR.

Art. 9 Intellectual Property Rights / License

BUMP (or its licensors, where applicable) own(s) all rights, titles and interests, including all Intellectual Property Rights, in and to (i) its Confidential Information, (ii) its pre-existing Intellectual Property Rights and (iii) the Services and/or Deliverables (collectively “BUMP IPR”), including any enhancements, improvements and modifications thereto.
Subject to these General Terms and Conditions and the timely and full payment of all amounts due under the invoices, BUMP grants the Customer a personal, restricted, non-exclusive, non-assignable, non-transferable license, for the term of this Agreement, without the right to sublicense, to use BUMP IPR solely for the internal business purposes of the Customer. In the event of non-payment of any invoices, the right to use the BUMP IPR shall cease.
BUMP shall be entitled to use the ideas, concepts, methodologies, processes and knowhow developed or created by BUMP in the course of performing the Services. Nothing in these General Terms and Conditions shall preclude BUMP from acquiring, marketing, developing, providing or using for itself or others, services or other products that have the same or similar functions to the Services and/or Deliverables provided to the Customer, save to the extent that such use would result in a breach of BUMP’s confidentiality undertakings.

Art. 10 Personal data

BUMP processes personal data of the Customer in accordance with the applicable personal data protection laws. BUMP confirms and the Customer recognizes that these personal data can be processed for customer management, invoicing and for the fulfilment of her contractual obligations under this Agreement. The personal data provided by the Customer can also be processed by BUMP for information or promotion campaigns. The Customer may at all times request, free of charge, access or rectification of the data. The Customer must inform BUMP if the Customer does not want to receive commercial information or if the Customer wants to end the processing of his personal data for information or promotion campaigns or other direct marketing purposes.

Art. 11 Confidentiality

Each party shall use the Confidential Information for the sole purpose of the execution of the Agreement and shall protect such Confidential Information from unauthorized access and use, and unauthorized disclosure to third parties.
The confidentiality undertakings set forth in this article shall not apply with respect to any information which the receiving party can document:
(a) was in receiving party’s lawful possession prior to its receipt from the disclosing party, without any confidentiality restrictions attached to it;
(b) is or becomes generally available to the public through no breach of these General Terms and Conditions by the receiving party;
(c) was received in good faith by the receiving party from a third party that is not subject to an obligation of confidentiality owed to disclosing party;
(d) was developed by the receiving party without reference to or use of the disclosing party’s Confidential Information; or
(e) was disclosed by the receiving party with the written permission of the disclosing party.
Both parties acknowledge and agree that Confidential Information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations.
In the event the Customer and BUMP have entered into a non-disclosure agreement, the provisions of such non-disclosure agreement shall prevail over the provisions of this article 11 of the General Terms and Conditions.

Art. 12 Non-solicitation

During the term of the Agreement and a period of twelve (12) months after its termination, BUMP and the Customer shall not, whether directly or indirectly, alone or together with any other persons, on their own account or in conjunction with, through or on behalf of any persons, agents, intermediaries, joint ventures or alliances, whether as manager, director, shareholder, consultant, subcontractor, employee or in any other capacity: hire, employ, solicit the employment or endeavor to solicit or entice away from or discourage from being employed or hired by the other party, any person who was at the time of the execution of the Project, an employee, director, trade representative, manager, consultant, independent contractor or sub-contractor of the same.
Notwithstanding anything to the contrary herein, neither party shall not be restricted from hiring any employee, director, trade representative, manager, consultant, independent contractor or sub-contractor of the other party who responds to a general solicitation for employment not directed towards the other party.

Art. 13 Dissolution

BUMP is entitled to dissolve the Agreement with immediate effect, without prior judicial authorization, subject to a prior written notice and without the Customer being entitled to a compensation in the following cases: (i) if the Customer fails to (timely and proper) fulfil one or several obligations under the Agreement, (ii) cessation of payment, (petition of) bankruptcy by the Customer or if the Customer is in a procedure of reorganization, (iii) (a part) of the assets of the Customer are seized or (iv) the Customer’s financial position deteriorates to such an extent that in BUMP’s reasonable opinion the Customer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
In case of termination of the Agreement, as set forth in this article, BUMP reserves the right to claim a compensation for costs and damage incurred by BUMP as a result form such termination for breach.
All claims of BUMP against the Customer are immediately due and payable.

Art. 14 Force majeure

BUMP cannot be held liable for any delay in delivery of the Servies and/or Deliverables due to an event of force majeure (hereby included but not limited to accidents, terrorist attacks, strikes, lock-out, fire, governmental regulations, epidemics, pandemics of delay of suppliers). Force majeure results in the suspension of the contractual obligations of BUMP until the event of force majeure ceases. If the event of force majeure persists for a period of more than six (6) months, both BUMP and the Customer are allowed to end the Agreement without any compensation being due.

Art. 15 Amendment

To the maximum extent permitted under applicable law, BUMP reserves the right to amend the General Terms and Conditions at any given time, of which the Customer will be informed in an appropriate manner. If the Customer does not communicate in writing its objections to such changes within thirty (30) days after receiving such notice of amendment of the General Terms and Conditions, the Customer shall have deemed accepted the General Terms and Conditions.

Article 16 Disputes and applicable law

These General Terms and Conditions and all Agreements between the Customer and BUMP are governed by Belgian law. All disputes of any kind fall whiting the exclusive jurisdiction of the court of enterprises of Antwerp (section Antwerp).