These General Terms and Conditions apply to all Services offered by Retail Design Lab available via www.retaildesignlab.be (and derivatives), operated by Universiteit Hasselt, a public institution, with its registered office at B-3500 Hasselt, Martelarenlaan 42, registered with the Kruispuntbank van Ondernemingen under number 0208.359.859 (hereinafter UHasselt).
Services, whether or not for payment, include without limitation the audit tool 'Experience Design Generator' for retailers, the checklist tool for designers, the experience measurement tool in the form of a sensory matrix for retailers and consultancy services. The concrete object of the consultancy services will be described in more detail in the quotation, including some specific conditions related to these consultancy services.
Unless the quotation for the consultancy services provides otherwise, the quotation shall remain valid for thirty (30) days. The agreement is recorded by delivering a signed copy of this quote, within the aforementioned period, to Hasselt University whose contact details are mentioned on the reverse side.
The amounts stated in this quotation do not include VAT and do not include any bank charges, which are to be borne by the customer. The amounts stated also do not include a travel allowance. For transportation by own car, in addition to a compensation for travel time, an amount of thirty-five euro cents (€ 0.35) per kilometer will be charged.
Unless the offer provides otherwise, UHasselt will invoice the amounts due after performing the Services. Invoices must be paid within thirty (30) days of the invoice date, by bank transfer to IBAN account number BE77 0010 1870 7942 in the name of UHasselt and in the currency of the quotation. Any outstanding amount shall, as of the day following the due date, be increased, ipso jure and without notice, by an interest on arrears of eight percent (8%) per annum and an administrative charge of one hundred and five euros (€105). If the parties agreed on interim payments, failure to make interim payments shall also result in immediate suspension of the work.
All works, performances, software, databases, realizations, drawings, designs, data and other creations (hereinafter referred to as Works) offered, realized and used in the execution of the Services and rights thereto are and remain the exclusive property of UHasselt.
Any reproduction, dissemination, sale, distribution, publication, adaptation, translation, editing and use of all or part of the Services or Works, under any form and by any means, is prohibited, except with the prior and written consent of UHasselt. The same applies to data that is not protected by intellectual rights, which can be collected by the technique of 'screen scraping', among others. By making available and using the Retail Design Lab website, no license is granted by UHasselt in any way.
UHasselt hereby grants the client a royalty-free, non-exclusive, non-transferable and worldwide license to the Works which are limited to the result of the following Services: the audit tool 'Experience Design Generator' and the consultancy services, regardless of whether this material is susceptible to any form of legal protection, for the duration of the duration of the present intellectual rights or until the secret information loses its secret character in the case of know-how, to be exploited in the following ways:
- The right to use the Work for one's own purposes.
UHasselt acts as an independent consultant and decides which of its employees to use for the Services. UHasselt's employees are never considered employees of the client, or in any sense under the authority or supervision of the client.
The client acknowledges and accepts that the UHasselt also performs Services for other parties.
During the performance of the Services, employees of the UHasselt who need this information will have access to confidential information of the customer. UHasselt undertakes not to use this information outside the scope of the performance of the Services unless the client gives its prior written consent. UHasselt and its employees will take care not to disclose the confidential data with the same care and to the same extent as it keeps its own confidential data secret.
However, this duty of confidentiality does not apply if the information:
- entered by the customer when using the Services. UHasselt is free to use this information for its own purposes, such as without limitation, the compilation of statistical data. As far as the use of personal data of the customer is concerned, reference is made to the Privacy Statement, or
- was already known prior to this agreement, or
- has become known outside of UHasselt's control, or
- is already available to the general public through publicly available sources, or
- was independently developed by UHasselt without using the client's information.
This confidentiality obligation expires two (2) years after termination of the Services.
Warranty and Liability.
UHasselt shall perform the Services to the best of its ability. However, UHasselt does not provide any warranty with respect to the results and any Works provided. In particular - without being limited to this - UHasselt in no way guarantees the commercial usefulness of the results, nor that the use of the results or its Services does not infringe the intellectual property rights of third parties. And - without being limited to this - UHasselt in no way guarantees the availability of the free Services. The customer acknowledges and accepts that UHasselt is not liable for any damage that the customer may suffer when using the Services or the Works. The customer indemnifies UHasselt against possible claims of third parties related to the Services or the Works. In no event shall a party be liable for indirect damages to the other party, including but not limited to lost profits, contracts and opportunities.
These General Conditions take precedence over any general or special conditions of the customer. Deviations from the provisions of these General Terms and Conditions may be made only by express written agreement.
If one or more clauses in these General Terms and Conditions are declared partially or fully void or non-binding by a judicial intervention, this will in no way affect the validity of the remaining clauses or the validity of the entire General Terms and Conditions. Should UHasselt wish to modify or replace the clause(s) in question, the modified or new clause shall be as close as possible to the clause(s) declared void or non-binding.
UHASSELT's failure to require strict compliance with the provisions of these Terms and Conditions shall not be construed as any waiver or repudiation thereof.
Applicable Law and Jurisdiction.
The legal relationship between the parties is governed by Belgian law. The courts of Hasselt shall have exclusive jurisdiction over any dispute of any kind that may arise in connection with these General Terms and Conditions and that the parties are unable to resolve amicably.