Terms and conditions

Definitions

1. The Batcave: The Batcave, established in Antwerp under VAT no. BE0739504739.
2. Client: the party with whom The Batcave has entered into an agreement.
3. Parties: The Batcave and the client together.
4. Consumer: a client who is also an individual and who acts as a private person.

Applicability of the general terms and conditions

1. These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of The Batcave.
2. Parties can only deviate from these terms and conditions if they have expressly agreed this in writing.
3. Parties expressly exclude the applicability of any supplementary and/or deviating general terms and conditions of the client or of third parties.

Prices

1. All prices used by The Batcave are in euros, are inclusive of VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless expressly stated otherwise or otherwise agreed.
2. All prices that The Batcave uses for its services, on its website or that have otherwise been made known, may be changed by The Batcave at any time.
3. The price for a service is set by The Batcave on the basis of the hours actually spent.
4. The price is calculated according to the usual hourly rates of The Batcave applicable for the period in which it performs the work, unless a different hourly rate has been agreed.
5. If parties have agreed a total amount for a service by The Batcave, this is always a target price, unless parties have expressly agreed in writing a fixed price that cannot be deviated from.
6. The Batcave is entitled to deviate up to 10% from the target price.
7. If the target price turns out to be more than 10% higher, The Batcave must inform the client in good time why a higher price is justified.
8. If the target price turns out to be more than 10% higher, the client has the right to cancel the part of the assignment that exceeds the target price plus 10%.
9. The Batcave has the right to adjust prices annually.
10. Prior to its entry into force, The Batcave will notify the client of price adjustments.
11. The consumer has the right to terminate the agreement with The Batcave if he does not agree with the price increase.

Payments and payment term

1. The Batcave may require a down payment of up to 50% of the agreed amount when entering into the agreement.
2. The client must make payments afterwards within 14 days of delivery.
3. Payment terms are considered strict payment terms. This means that if the client has not paid the agreed amount by the last day of the payment term at the latest, he is in default by operation of law, without The Batcave having to send the client a reminder or notice of default.
4. The Batcave reserves the right to make a delivery dependent on immediate payment or to demand security for the total amount of the services or products.

Consequences of late payment

1. If the client does not pay within the agreed term, The Batcave is entitled to charge the statutory interest rate for non-commercial transactions and the statutory interest rate for commercial transactions (in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions) from the day the client is in default, whereby part of a month is counted as a full month.
2. When the client is in default, he is also liable to The Batcave for extrajudicial collection costs and any compensation.
3. The collection costs are calculated in accordance with the applicable statutory provisions.
4. When the client does not pay on time, The Batcave may suspend its obligations until the client has fulfilled his payment obligation.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the client, the claims of The Batcave against the client are immediately due and payable.
6. If the client refuses to cooperate with the performance of the agreement by The Batcave, he is still obliged to pay the agreed price to The Batcave.

Right of withdrawal

1. A consumer may dissolve an online purchase during a cooling-off period of 14 days without giving a reason, provided that:

• the service does not concern accommodation, travel, restaurant business, transport, catering or any form of leisure activity
• it does not concern an (order for) emergency repair
• it does not concern bets and/or lotteries
• the consumer has not waived his right of withdrawal
• it does not concern a service that, with the client’s consent, is fully performed within the 14 calendar days’ cooling-off period and for which the client has expressly declared to waive the right of withdrawal

2. The cooling-off period of 14 days as referred to in paragraph 1 begins:
   • as soon as the consumer has concluded the agreement for the delivery of the service
   • as soon as the consumer has confirmed that he will obtain digital content via the internet
3. The consumer can exercise his right of withdrawal via sten@thebatcave.be, if desired using the withdrawal form that can be downloaded via the website of The Batcave, https://thebatcave.be.

Right of suspension

Unless the client is a consumer, the client waives the right to suspend the performance of any obligation arising from this agreement.

Set-off

Unless the client is a consumer, the client waives his right to set off a debt to The Batcave against a claim on The Batcave.

Insurance

1. The client undertakes to sufficiently insure and keep insured the following against, among other things, fire, explosion and water damage as well as theft:
   • delivered goods that are necessary for the performance of the underlying agreement
   • goods of The Batcave that are present at the client’s premises
   • goods delivered under retention of title
2. At The Batcave’s first request, the client provides the policy of these insurances for inspection.

Warranty

When parties have entered into an agreement of a service-providing nature, this contains for The Batcave only an obligation of means and therefore not an obligation of result.

Performance of the agreement

1. The Batcave performs the agreement to the best of its insight and ability and in accordance with the requirements of good workmanship.
2. The Batcave has the right to have the agreed services (partly) performed by third parties.
3. The performance of the agreement takes place in mutual consultation and after written approval and payment of any agreed advance by the client.
4. It is the client’s responsibility that The Batcave can start performing the agreement in good time.
5. If the client has not ensured that The Batcave can start performing the agreement in good time, the resulting additional costs and/or additional hours are at the client’s expense.

Provision of information by the client

1. The client makes all information, data and documents that are relevant for the correct performance of the agreement available to The Batcave in good time and in the desired form and manner.
2. The client guarantees the correctness, completeness and reliability of the information, data and documents made available, even if these originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
3. If and insofar as the client requests this, The Batcave returns the relevant documents.
4. If the client does not make the information, data or documents reasonably required by The Batcave available, or does not do so in good time or properly, and the performance of the agreement is delayed as a result, the resulting additional costs and additional hours are at the client’s expense.

Duration of the agreement concerning a service

1. The agreement between The Batcave and the client concerning a service or services is entered into for a period of 1 year, unless the nature of the agreement dictates otherwise or parties have expressly agreed otherwise in writing.
2. After expiry of the term referred to in paragraph 1 of this article, the agreement is tacitly converted into an agreement for an indefinite period, unless one of the parties terminates the agreement observing a notice period of 3 months, or a consumer terminates the agreement observing a notice period of 1 (one) month, whereby the agreement ends by operation of law.
3. If, within the term of the agreement, parties have agreed a term for the completion of certain work, this is never a strict deadline. If this term is exceeded, the client must give The Batcave notice of default in writing.

Terminating a fixed-term service agreement

1. The client or consumer cannot terminate an agreement concerning a service entered into for a fixed term earlier than after 1 (one) year.
2. After expiry of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by the client observing a notice period of 3 months.
3. After expiry of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by a consumer observing a notice period of 1 (one) month.
4. If the agreement concerning a service has been entered into for less than 1 (one) year, the agreement cannot be terminated in the interim.

Intellectual property

1. The Batcave retains all intellectual property rights (including copyright, patent rights, trademark rights, design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, mock-ups, etc., unless parties have agreed otherwise in writing.
2. The client may not copy, show to third parties and/or make available or otherwise use the said intellectual property rights without prior written permission from The Batcave.

Confidentiality

1. The client keeps secret any information (in whatever form) that he receives from The Batcave.
2. The same applies to all other information concerning The Batcave of which the client knows or can reasonably suspect that it is secret or confidential, or of which he can expect that its disclosure may harm The Batcave.
3. The client takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 secret.
4. The confidentiality obligation described in this article does not apply to information:
   • that was already public before the client became aware of this information or that has later become public without this being the result of a breach of the client’s confidentiality obligation
   • that is made public by the client on the basis of a statutory obligation
5. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its end.

Penalty clause

1. If the other party breaches the article of these general terms and conditions on confidentiality or on intellectual property, it forfeits an immediately payable penalty for each breach.

• if the other party is a consumer, this penalty amounts to € 1,000
• if the other party is a legal entity, this penalty amounts to € 5,000

2. In addition, the other party forfeits an amount of 5% of the amount referred to in paragraph 1 for each day that the breach continues.
3. No prior notice of default or legal proceedings are required for forfeiting this penalty. Nor does any form of damage need to have occurred.
4. Forfeiting the penalty referred to in the first paragraph of this article does not affect the other rights of The Batcave, including its right to claim damages in addition to the penalty.

Indemnification

The client indemnifies The Batcave against all claims from third parties related to the products and/or services delivered by The Batcave.

Complaints

1. The client must examine a product delivered or a service provided by The Batcave for any defects as soon as possible.
2. If a delivered product or provided service does not correspond to what the client could reasonably expect from the agreement, the client must notify The Batcave thereof as soon as possible, but in any case within 1 month of detecting the defects.
3. Consumers must notify The Batcave thereof within 2 months at the latest of detecting the defects.
4. The client provides as detailed a description as possible of the defect, so that The Batcave is able to respond adequately.
5. The client 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 The Batcave being obliged to perform work other than has been agreed.

Notice of default

1. The client must give notices of default to The Batcave in writing.
2. It is the client’s responsibility that a notice of default actually reaches The Batcave (in good time).

Joint and several liability of the client

If The Batcave enters into an agreement with several clients, each of them is jointly and severally liable for the full amounts they owe to The Batcave under that agreement.

Liability of The Batcave

1. The Batcave is only liable for any damage the client suffers if and insofar as that damage is caused by intent or deliberate recklessness.
2. If The Batcave is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.
3. The Batcave is never liable for indirect damage, such as consequential damage, lost profit, missed savings or damage to third parties.
4. If The Batcave is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance and, in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates.
5. All images, photos, colours, drawings and descriptions on the website or in a catalogue are only indicative and apply only approximately and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Limitation period

Any right of the client to compensation from The Batcave lapses in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the applicable statutory provisions on the timely notification of defects.

Right of dissolution

1. The client has the right to dissolve the agreement when The Batcave imputably fails to fulfil its obligations, unless this failure, given its special nature or minor significance, does not justify dissolution.
2. If the fulfilment of the obligations by The Batcave is not permanently or temporarily impossible, dissolution can only take place after The Batcave is in default.
3. The Batcave has the right to dissolve the agreement with the client if the client does not fully or timely fulfil his obligations under the agreement, or if The Batcave has become aware of circumstances that give it good grounds to fear that the client will not be able to properly fulfil his obligations.

Force majeure

1. In addition to the applicable statutory provisions on force majeure, a failure by The Batcave to fulfil any obligation towards the client cannot be attributed to The Batcave in a situation independent of The Batcave’s will, as a result of which the fulfilment of its obligations towards the client is wholly or partly prevented or as a result of which the fulfilment of its obligations cannot reasonably be required of The Batcave.
2. The force majeure situation referred to in paragraph 1 also includes, but is not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
3. If a force majeure situation occurs as a result of which The Batcave cannot fulfil one or more obligations towards the client, those obligations are suspended until The Batcave can fulfil them again.
4. From the moment 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. In a force majeure situation, The Batcave does not owe any (damage) compensation, even if it enjoys any advantage as a result of the force majeure situation.

Amendment of the agreement

1. If, after concluding the agreement, it proves necessary to amend or supplement its content for its performance, the parties amend the agreement accordingly in good time and in mutual consultation.
2. The preceding paragraph does not apply to products purchased in a physical store.

Amendment of the general terms and conditions

1. The Batcave is entitled to amend or supplement these general terms and conditions.
2. Amendments of minor importance can be made at any time.
3. The Batcave will, as far as possible, discuss major substantive amendments with the client in advance.
4. Consumers are entitled to terminate the agreement in the event of a material amendment of the general terms and conditions.

Transfer of rights

1. Rights of the client under an agreement between the parties cannot be transferred to third parties without the prior written consent of The Batcave.
2. This provision applies as a clause with effect under property law.

Consequences of nullity or voidability

1. If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the other provisions of these terms and conditions.
2. A provision that is null or voidable is in that case replaced by a provision that comes closest to what The Batcave had in mind on that point when drawing up the terms and conditions.

Applicable law and competent court

1. Belgian law applies exclusively to every agreement between the parties.
2. The Belgian court in the district where The Batcave is established / has its practice / has its office has exclusive jurisdiction to hear any disputes between the parties, unless the law mandatorily prescribes otherwise.

Drawn up on 09 January 2023.

Email: sten@thebatcave.be
Website: https://thebatcave.be