Terms & Conditions

In these general terms and conditions the following definitions apply:

We, us or our: MYPHI, located at Gent 9000, Franklin Rooseveltlaan 349/B5, registered with VAT identification number: BE0791.848.909

Customer, you, you or you(w): The user of one of our offered services and/or the visitor to our website(s).

Article 1 General

These general terms and conditions apply to every offer, quotation and agreement between “Customer”, hereinafter referred to as: “the client” and MYPHI. To which MYPHI has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.

These general terms and conditions replace all previous versions and are applicable to all quotations, offers and contracts of MYPHI and its client.

These general terms and conditions have also been written for the employees of “the client” and its management.

If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.

Article 2 Quotations and offers

All quotations and offers from MYPHI are without obligation, until the moment of acceptance by “the client”. Acceptance is established by the signing of “the cooperation agreement” by “the client”. “The Collaboration Agreement” becomes an effective contract when signed and supersedes all previously concluded oral and/or written agreements.

MYPHI cannot be held to its quotations or offers if “the client” can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or error.

The prices stated in “the cooperation agreement” are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation costs, shipping and administration costs, unless stated otherwise.

A composite quotation does not oblige MYPHI to carry out part of the assignment against a corresponding part of the quoted price. Offers or quotations do not automatically apply to future orders.

Article 3 Contract duration; delivery terms, implementation and amendment of the agreement

The agreement between “the client” and MYPHI is entered into for the duration determined in the cooperation agreement, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.

The date of delivery is only given as an indication and does not bind MYPHI. Delay in delivery does not entitle the client to compensation or price reduction, nor to dissolution of the agreement.

If MYPHI requires data (information, documents, originals, images, logins, etc.) from “the client” for the implementation of the agreement, the implementation period will not commence until after “the client” has provided this correctly and completely to MYPHI has made available within 5 working days.

MYPHI has the right to have certain activities carried out by third parties.

MYPHI is entitled to execute the agreement in different phases and to invoice the part thus executed separately.

Article 4 Suspension, dissolution and premature termination of the agreement

MYPHI is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, if:

“The client” is guilty of a serious contractual breach of contract and which “the client” does not rectify within 8 days after receipt of a notice of default sent by registered mail. In this case, MYPHI has the right to either suspend the agreement until “the Client” has fulfilled its obligations, or to terminate the agreement with immediate effect.

The non-payment of one or more invoices on their due date will always be regarded as a serious breach of contract.

Upon termination of the agreement, “the client” will pay for all services provided by MYPHI, as well as the costs that MYPHI has had to incur as a result of this termination, increased by a fixed compensation of 50% of the amount that MYPHI could still have invoiced “the client” if the agreement had been fully executed.

Nevertheless, each party accepts to grant the other party a reasonable period of time to remedy any shortcomings and to always first look for an amicable settlement.

The agreement can be terminated at any time in writing or by e-mail, one month before expiry of the current contract. Without this cancellation, the agreement will be tacitly extended by one month each time.

MYPHI has the right to develop new terms and conditions with each extension (tacit or written renewal of the agreement) and to include them in the renewed agreement. MYPHI undertakes to inform the client of this.

Projects that have been put “on hold” by MYPHI on the one hand or “the Client” on the other hand, do not give rise to suspension of payment.

If the Other Party cancels a placed order in whole or in part, the items ordered or prepared for this, plus any supply, removal and delivery costs thereof and the working time reserved for the execution of the agreement, will be charged in full to the Other Party. .

Article 5 Force majeure

MYPHI cannot be held liable for shortcomings in the implementation of the agreement that are due to force majeure.

In these general terms and conditions, force majeure is understood to mean: all external causes, foreseen or unforeseen, over which MYPHI cannot exert any influence, but as a result of which MYPHI is unable to fulfill its obligations.

This also includes poor or non-compliance with the agreement by third parties or “the client” itself.

MYPHI can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, then each of the parties is entitled to dissolve the agreement, without any obligation to pay damages to the other party.

Article 6 Payment and collection costs

Unless agreed otherwise, payment must be made within 30 days of the invoice date (in a manner to be specified by MYPHI), unless indicated otherwise in writing by “the client”. MYPHI is entitled to invoice periodically.

All invoices are payable on their due date by transfer to the account number of MYPHI.

Each payment will be charged against the oldest due invoice, and first against the interest and costs due. Allowed discounts expire if the general terms and conditions are not respected.

Payments to third parties, such as: paying registrations, registration of domain names, visitor statistics, hosting, click budgets, media budgets, conversion fees, etc., will be invoiced in full to the client, unless it has been agreed that these third-party costs will be directly passed on to the client.

Disputes must be made known to MYPHI within seven working days after sending the invoice by registered letter. A dispute can under no circumstances justify a postponement or suspension of payment.

If “the client” fails to pay an invoice on time, then “the client” is in default by operation of law. “The client” then owes an interest of 10% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment that “the client” is in default until the moment of payment of the full amount due.

If “the client” does not proceed with payment within 8 days after receipt of a registered notice of default by MYPHI, the “client” owes default interest at the interest rate set out in Art. 5 Law of 2 August 2002 to combat late payment in commercial transactions.

All reasonable costs for obtaining payment out of court for the account of “the client”. The extrajudicial costs are calculated on the basis of what is customary in Belgian collection practice. However, if MYPHI has incurred higher collection costs that were reasonably necessary, the actual costs incurred will qualify for reimbursement. Any judicial and execution costs incurred will also be recovered from “the client”. “The client” also owes interest on the judicial and execution costs due.

Article 7 Retention of title

All goods delivered by MYPHI – within the framework of the agreement – remain the property of MYPHI until “The client” has properly fulfilled all obligations under the agreement(s) concluded with MYPHI.

Goods delivered by MYPHI, which fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment.

Article 8 Liability

If MYPHI should be liable, then this liability is limited to what has been arranged in this provision .

MYPHI is not liable for damage of any nature whatsoever, caused by MYPHI relying on incorrect and/or incomplete information provided by or on behalf of “the client”.

MYPHI can under no circumstances be held liable for any type of damage to third parties, caused by “the client”, which would result from the illegal or unlawful use of its products or services.

MYPHI cannot be held liable for damage caused by “the client” itself or by third parties (e.g. hosting, Affiliate sites, Google, etc.)

MYPHI is not liable for any indirect or incidental damage or loss of income that the client may suffer as a result of the provision of the services during the agreement.

If MYPHI should be liable for any damage, then the liability of MYPHI is limited to a maximum of the total value of the concluded agreement.

MYPHI is only liable for direct damage or gross negligence in the performance of the agreement.

MYPHI offers no guarantee of success, chances of success and returns and cannot be held liable for failure to achieve the results. This is because these results are strongly influenced by external factors, both online and offline, over which MYPHI has no control. For example: actions by “the client” itself, as well as by third parties such as Google, Yahoo, Affiliate sites, and others. The “client” also recognizes the degree of online competition or arbitrariness of search engines as a force on the results.

In order to achieve the intended purpose of the agreement, MYPHI will depend on the service, software and services of other parties for certain services. Media budgets drawn up in advance by MYPHI are only indicative and may differ from the amounts invoiced by third parties. In case of different amounts, the invoices of third parties in question will be considered as actual amounts and/or quantities.

Article 9 Intellectual property

Intellectual property means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, ‘know-how’, as well as rights to databases, computer programs, etc.

“The Client” warrants and indemnifies MYPHI for the correctness and completeness of all material and information, in whatever form, that it makes available to MYPHI within the framework of the execution of the agreement. “The client” also guarantees that the use of this material and this information does not infringe national or international regulations, nor the rights of third parties and indemnifies MYPHI against any possible claim by third parties with regard to this material or this information.

With every edit (or adjustment) by the client (or third parties) to the website (or to the tools) on which MYPHI provides its services, “the client” will immediately inform MYPHI.

“The client” accepts and acknowledges that the execution and services of MYPHI can be seriously influenced and/or hindered by this, due to adjustments of which MYPHI was not informed in advance.

MYPHI cannot be held liable for the consequences caused by full or partial shortcomings of “the client” in fulfilling its obligations, referred to in Article 2.

Article 10 Applicable law – competent court

Belgian law applies exclusively to all legal relationships to which MYPHI is a party, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there.

The courts of Dendermonde are exclusively competent to hear disputes, unless the law prescribes otherwise. Nevertheless, MYPHI has the right to submit the dispute to the competent court according to the law.

The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.

Article 11 Location and change of conditions

These terms and conditions have been filed with the Chamber of Commerce in Antwerp.

Applicable is always the most recently filed version as it applied at the time of the establishment of the legal relationship with MYPHI.

The Dutch text of the a general terms and conditions is always decisive for the interpretation thereof.