1. Definitions.

 Wili is a limited liability company governed by Luxembourg law specializing in multimedia and whose registered office is located in L-7240 Bereldange, 87 Route de Luxembourg.

The Client is the person or entity who, as part of their professional activities, orders services or goods. The Service provided is a short downloadable video tutorial.

  1. Scope.

 These general conditions form the contract between the parties, to the exclusion of any of the Client’s own conditions. No exceptions to these general conditions will be permitted, without the prior written consent of Wili. The lack of implementation of a provision contained in these terms shall not be construed as a waiver by Wili of a right to its use or a recognition of any right on the part of the Client.

  1. Requesting a quotation, quoting and ordering.

    All requests for quotations are made by the Client through the website. When requesting a quotation, the Client will receive an offer corresponding within three business days. If the proposed conditions suit them, the Client will place an order with Wili. The order constitutes the contract between the Client and Wili. This contract is governed by these terms and conditions.

  1. Invoicing.

 The total price stated in the offer sent by Wili, with any increase due to VAT or any other taxes, is invoiced to the Client at the time the order is placed. The price is payable in advance, that is to say, Wili not begin to perform the services ordered until they have receipt of full payment. The means of payment will be indicated in the invoice. The Client will have the opportunity to make a bank transfer or pay online if this service is available.

  1. Withdrawal clause.

 The Client may validly waive the contract by making a payment of 66% of the quotation price. This waiver must be done by registered post with proof of delivery within 30 days of the start of the contract and in any event before Wili has started to implement the project approved by the client.

In the event that the Client has, before they renounce the contract, paid the price invoiced when the order was placed, the balance corresponding to 34% of the price paid will be returned to them.

After 30 days, or if Wili has begun to execute the contract, any waiver of the contract by the Client will be denied. The applicability of Article 1794 of the Civil Code to the contract between Wili and the Client is expressly excluded.

But Wili may at any time cancel the contract for any reason whatsoever, through a notice generated on the website and by refunding the Client the total price paid. No compensation is payable to the Client.

  1. Modification.

 Any change in the order after the contract has been established must be sent in writing to Wili, who reserve the right to refuse.

  1. Liability.

 The Client warrants that it owns and / or is legally authorized to use, all the files, models, drawings, materials or any other elements (typography, photographs, drawings, models,…) that they send to WILI in order to execute the contract.

The Client is also responsible for the use of the services and systems provided by Wili and will have sole responsibility for any violation of the regulations on the protection of privacy.

Should a third party institute judicial proceedings against Wili because they consider they have suffered injury due to the services or products provided by Wili in the performance of its contract with the Client, the Client agrees to hold Wili blameless and indemnify it from any conviction passed against it.

The Client undertakes to insure all of the material transmitted to Wili against all types of risks (theft, fire, damage…). Wili is not responsible for any damage to the property or to the materials provided by the Client.

The Client is solely responsible for delays, defects and damaging consequences arising from inaccurate or incomplete information provided to Wili.

Wili is bound by an obligation of means regarding the benefits and services to be provided.

In the event that the Client demonstrates the existence of gross or wilful negligence on the part of Wili in the execution of the contract, the damages for which they can claim compensation only include real material damage resulting directly from any fault attributable to Wili to the exclusion of any other damages (pecuniary damage, loss of amenity, loss of enjoyment, loss of earnings, fees, etc.). In any case, the maximum compensation payable by Wili is limited to 75% (excluding taxes) of the amount actually paid by the Client under the contract.

  1. Intellectual rights.

 In all circumstances, Wili retains all copyright on the product it creates during the execution of the contract. However, after payment of the full price, the right of use of the product or service delivered by Wili under the contract will be transferred to the Client.

Wili will retain, without payment, the right to use the finished product made for the Client under the contract for the purpose of, by any means whatsoever, promoting its services and products to third parties.

Wili retains full ownership of all other intellectual rights (such as trademarks, patents, industrial designs, copyright in any work other than that which constitutes the finished product made under the contract), and of the expertise developed in the execution of its services.

  1. Approval and delivery of the goods or service.

 Based on the parameters set by the Client, within ten [10] working days of the conclusion of the contract, Wili will deliver a first draft of the goods or service. The Client has a period of five [5] working days to validate or reject the project. In the latter case, they must specify the grounds for the rejection. Any project that is not rejected within this period, is considered accepted by the Client. In the case of the rejection of the first draft, Wili will, within seven [7] workings days, deliver a second draft of the goods or service.

Once again, the Client has a period of  five [5] business days to validate or reject the second draft. Should it be refused again, the Client is required to state the reasons for the rejection. Article 5 of the forfeiture clauses will apply.

Any project which is not rejected within this period is irrevocably accepted by the Client.

Afterwards, Wili will perform the required changes and, provided that the invoice has already been paid, deliver the final version of the goods or service.

Upon payment of the invoice balance, the Client is solely responsible for the recovery of the ordered goods or services and commits to take the necessary measures to ensure that the delivery of the contract does not generate, on their part or that of Wili, damaging consequences.

  1. Exclusivity and non-poaching.

 The Client undertakes, for the duration of the contract, to use Wili exclusively for any services written in the contract, and to not poach, directly or indirectly, Wili staff or independent contractors.

  1. Deadlines.

 Response, delivery and execution times are only indicative and therefore not binding on Wili. A late reply or delay in the execution of the contract, or in delivery, cannot therefore in any circumstances give rise to any compensation or damages. The Client may not request termination of the contract or the suspension of its obligations due to a delay in the execution or delivery of the ordered goods or services.

  1. Force majeure, fortuitous event and inaccuracy.

 Wili cannot be held responsible for temporary or permanent non-performance of its obligations if such failure results from a situation of force majeure or a fortuitous event or inaccuracy. The following events will be considered as force majeure or acts of God or a lack of foresight: the loss or total or partial destruction of Wili’s computer system database, earthquakes, fires, floods, epidemics, acts of war or terrorism, strikes, official or unofficial, lockouts, blockades, insurrections and riots, a power supply failure (such as electricity), failure of the internet or of the data storage system, a failure of the telecommunications network, loss of connectivity to the internet or the telecommunications network on which Wili relies, the decision of a third party where that decision affects the performance this contract or any other cause beyond the reasonable control of Wili.

If, due to circumstances beyond the control of Wili, the performance of its obligations is impossible or is simply more expensive or difficult, Wili and the Client agree to negotiate, in good faith, a change to the contract conditions within a reasonable time to restore balance. If agreement cannot be reached within a reasonable time, either party may invoke the termination of the contract without compensation or indemnity of any kind.

  1. Complaints.

 The total or partial use by the Client of the delivered services or goods implies their approval of their compliance to the ordered goods or services. Any claim relating to the execution of the contract must be made by registered letter within eight days of delivery.

The complaints will be answered within one month from the date of receipt.

Claims relating to the conformity of the goods or services supplied in accordance with the parameters set by the Client will not be accepted.

In any event, any action for damages against Wili must be made by six months from the date of the occurrence of the fault. (This clause is not valid because it violates Article 2220 of the Civil Code. However, it can be left if the Client does not invoke this nullity.)

  1. Payment.

 The price is payable in cash, unless expressly provided otherwise, at the headquarters of Wili, or by the means of payment offered on site when the order is placed or by bank transfer to the financial institution indicated on the invoice.

Pursuant to Article 1139 of the Civil Code, the receipt of the invoice constitutes a notice to the debtor at the expiry of the payment period. Any invoice that remains unpaid at maturity will be subject to interest at 15%, without prejudice as to the application of the amended Law of 18 April 2004 relating to payment periods and default interest.

  1. Termination / Resolution

 In the case of failure by the Client to pay on the date indicated in the invoice or non-compliance by the Client with any of its obligations, Wili reserves the right to suspend, without prior notice, the performance of its obligations, regardless of its right to consider, without formal notice and prior court decision, the contract as repudiated at the blame and prejudice of the Client and to demand damages and interest.

 Upon termination of the contract by the Client outside the conditions governed by the forfeit clause, the Client will owe Wili a penalty of 75% of the quotation price with a minimum of €125.

  1. Miscellaneous.

Any invalidity of any provision of these terms does not affect the other clauses and they remain valid. If there is a question of interpretation, all the clauses must be interpreted in favour of Wili. The contract, its negotiation, its results and consequences is governed by the law of Luxembourg and any disputes relating thereto shall be referred to the courts of the Grand Duchy of Luxembourg.