Unless agreed otherwise expressly and in writing, all agreements, quotes and orders and all deliveries and contract work based upon them are subject to the following conditions. These conditions are accepted by the customer through the sole fact of negotiating with The Red Elephant or concluding an agreement with it. The customer acknowledges to have taken cognisance of all the written and printed provisions of these conditions. He acknowledges that these conditions constitute the full text of the agreement reached between the parties and replace and cancel any previous verbal or written proposals or arrangements as also any other communication effected to date between the parties. The possible nullity of one or more clauses from these general conditions in no way affects the applicability of the other clauses. Unless otherwise agreed expressly and in writing, the following contractual conditions take precedence over the contractual conditions indicated on the documents of our contracting party and the latter shall be regarded as non-existent. When a quotation by The Red Elephant is signed by the customer, a comprehensive and lawful agreement is deemed to have been established. The same applies where work is carried out after a quote has been sent to the customer, except if the latter sends a protest by registered mail immediately after commencement of the work. The Red Elephant reserves the right to carry out the work wholly or partly through subcontracting under our own responsibility.
Quotes are without obligation and are non-binding with regard to variable costs and prices. Completion times are indicated by way of information. Late completion does not give entitlement to compensation.
The minimum subscription period is always one year and after that the subscription is automatically renewed for the same period. The subscription is billed annually. Monthly payment is only possible through direct debit and involves an additional administrative charge. Cancellations should be made by registered letter 3 months before the subscription expires.
All designs, studies, drawings, software and configurations remain at all times the property of The Red Elephant. They may in no case be used, communicated or copied, even in part, without The Red Elephant’s written consent. All e-mail addresses supplied and collected via a database remain at all times the property of the customer concerned. All documents drawn up by The Red Elephant, of whatever kind, remain our property and must be returned to us upon first request.
Transfer of ownership
Ownership of the goods supplied is transferred exclusively and only upon the full payment of the principal and any interest, damages and costs due. Until that moment, the buyer is prohibited from giving the goods in pledge or to limit or cancel the freedom to use them by providing a security to the disadvantage of The Red Elephant. However, from the moment of delivery the buyer is obliged to keep and insure the goods against all risks. The customer acknowledges expressly that The Red Elephant has a right of re-vindication which may be exercised in the broadest sense of the possibilities provided for by laws and regulations.
Any complaints concerning services provided and visible defects shall be reported to The Red Elephant by registered letter within three working days after execution/delivery. Failing this, any complaint is rejected ipso jure. Any intervention by the customer himself precludes any grounds for complaint.
Any prices communicated by The Red Elephant in a quote are always without obligation except if it is expressly stated that they are final. Final prices specified in quotes are valid for only 15 days. All prices are exclusive of 21% VAT. Rates communicated by The Red Elephant for services are laid down in respect of services performed during normal working hours, and supplements are therefore possible. Normal working hours are from 9 am to 6 pm on working days. Working days means weekdays, excluding public holidays.
Periods of delivery, payment and protest
The delivery periods communicated by The Red Elephant are indicative and non-binding, unless expressly agreed otherwise. The periods are always expressed in working days. Delay in delivery can in no case give entitlement to cancellation of an order or to payment of damages. Any complaint concerning delivery, of whatever kind, shall be lodged with The Red Elephant by registered letter within eight working days of the delivery of the goods or the starting date of the services. A complaint about delivery or services cannot be used as a pretext to suspend or delay the payment of invoices. If an invoice has not been contested in writing within seven working days of the day it was sent, the invoice and the amounts, products and services indicated therein shall be deemed to have been irrevocably accepted. Invoices are payable within eight days of the date of the invoice. If the invoice has not been paid by the due date, contractual interest of 1% per month shall be payable ipso jure and without notice, each partial month being considered a full month. In the event of late payment, a flat-rate compensation shall also be due ipso jure and without notice of default, amounting to 15% of the outstanding amount of the invoice, with a minimum of € 50 and a maximum of € 2 500. Cancellation of your annual subscription should be communicated to The Red Elephant BV by mail no later than one month in advance.
Supply of software
By placing an order, the customer acknowledges that he/she has been sufficiently informed in advance by The Red Elephant about the possibilities of the software supplied. The customer shall comply with the conditions of use of standard software that has not been developed by The Red Elephant but is licensed to the customer in the framework of the agreement. The customer undertakes to use the software only for his own internal business processes. Third parties may not use the software for the customer’s business processes. An infringement of these conditions can in no way involve The Red Elephant’s liability. No agreement with The Red Elephant entails a transfer of any intellectual property rights in respect of any software, unless explicitly agreed otherwise. The Red Elephant or its licensor, as the case may be, remain the full and exclusive owners of the software.
Registration of domain names
Domain names with the ccTLD.be shall be registered in accordance with the rules of DNS BELGIUM, a non-profit making association (VZW). The customer has taken cognisance of and accepts the general conditions of domain name registration, which can be consulted on the website of DNS.be at the URL www.dns.be, and declares that The Red Elephant has informed him of these general conditions. For registration of domain names with the ccTLD.nl the customer accepts under the same conditions the rules set out at URL .NL: click here. Domain names with TLDs .com / .org/ .biz/ .net ./ nu/ .info/ .tv/ shall be registered in accordance with the rules indicated on The Red Elephant’s website at URL www.theredelephant.org. The customer has taken cognisance of and accepts these conditions. The Red Elephant is in no way liable for the registration in bad faith of domain names by third parties, the registration of domain names at the customer’s request which infringe the rights of third parties, etc. The customer shall hold The Red Elephant harmless against any claims by third parties consequent upon registration of a domain name.
The customer must not in any way use the services or facilities offered, including the storage space offered, to commit violations, cause damage or harm vis-à-vis The Red Elephant or third parties. Nor may the customer’s activities provoke this. The customer guarantees at all times that the equipment made available by The Red Elephant contains no punishable and/or infringing data, files, software, meta tags, hyperlinks, deep links or comparable references or information. At The Red Elephant’s first request, the customer shall hold The Red Elephant harmless in respect thereof, including lawyers’ fees, and intervene at its own expense in any proceedings instituted against The Red Elephant in connection with this.
The use of Warez, MP3 sites and/or other sites with illegal software is prohibited. Spamming on any of the equipment and systems made available by The Red Elephant is strictly prohibited and will lead to immediate disconnection. The customer undertakes to immediately respond to any request by The Red Elephant and also any request made by a third party to remove and/or adapt its own content. The customer waives his right to claim any damages from The Red Elephant. For instance, The Red Elephant does not allow any pornographic material on its servers or any illegal MP3 site or sites presenting matters conflicting with public order or public decency or which constitute an unlawful practice, nor may any activities be performed on The Red Elephant’s servers that violate works covered by copyright or that are punishable under the Act on computer crime.
The customer expressly declares to agree to the special provisions on hosting, of which the customer has been able to take cognisance via the website with URL www.theredelephant.org and on the order form concerning webhosting.
The Red Elephant is in no case liable for indirect damage such as commercial or financial losses, loss of data, loss of reputation, loss of profit or turnover, loss of customers and losses resulting from legal action taken against the customer by third parties. The Red Elephant can therefore not be held liable in any way for a possible breakdown of the internet connection as a result of technical or other disruptions within or outside The Red Elephants’ network.
The customer is solely liable for the appropriate use of the product, service or software, taking account of the specifications, documents and instructions provided by The Red Elephant. Vis-à-vis the customer, The Red Elephant shall be liable only for any damage effectively sustained and proven resulting from obligations under agreements concluded with The Red Elephant, therefore excluding any other implicit or unwritten obligations. In any case, The Red Elephant’s liability pursuant to or in connection with an agreement concluded with The Red Elephant shall, per claim or set of claims ensuing from the same fact or cause, not be greater than the total of the sums invoiced to and paid by the customer for the purchase price or recurrent costs (i.e. exclusive of installation costs) of the service over a period of three (3) months preceding the event that concern the specific project to which the claim relates.
Processing personal data
In order to be able to carry out its agreements, The Red Elephant collects, as the party responsible for processing, personal data of the customer. The Red Elephant may also use these personal data for direct marketing. This enables The Red Elephant to inform the customer at regular intervals about its activities. If the customer does not wish his data to be used for this purpose, he can communicate this at the following address:
administration(at)theredelephant.org the customer may consult, correct or change their personal data by sending a dated and signed letter to administration(at)theredelephant.org. These personal data shall under no circumstances be transmitted to third parties. The Red Elephant reserves the right to adapt this privacy scheme at any time.
The rights and obligations under the agreements concluded with The Red Elephant for the customer shall not be transferred to third parties either fully or in part without The Red Elephant’s prior written consent. If a provision of an agreement concluded with The Red Elephant or the application thereof is or becomes at any level unworkable for any party and under any circumstance, this shall in no way affect the remainder of the agreement.
Applicable legislation and competent court
The Red Elephant can be taken to court only before a court within whose judicial district The Red Elephant has its registered office. Where The Red Elephant is the claimant, the justice of the peace court of the first sub-district of Amsterdam and the courts of Amsterdam are solely competent. Only Dutch law is applicable.