General terms and conditions of DELOOR BV

Article 1: APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS

DELOOR BV (hereinafter: “DELOOR”) is a company incorporated under Belgian law, with its registered office at Jaak De Braeckeleerstraat 13/201, 2140 Antwerp, and registered in the Crossroads Bank for Enterprises under number 0765.420.862.

These general terms and conditions form an integral part of every agreement concluded between DELOOR and the client.

The client (hereinafter: the “client”) is the legal entity that commissions work from DELOOR or requests a quotation from DELOOR.

Every order placed by the client with DELOOR constitutes the client’s unconditional and exclusive acceptance of these general terms and conditions, notwithstanding any provision to the contrary.

Different terms, agreements or arrangements are valid only after DELOOR’s express written acceptance.

Article 2: VALIDITY PERIOD OF THE QUOTATION

Unless otherwise specified, the quotation is valid for 30 calendar days.

By signing the quotation, the client accepts the application of DELOOR’s general terms and conditions.

DELOOR is bound by the quotation only if the client’s acceptance reaches DELOOR within this period of 30 calendar days and is expressly accepted in writing by DELOOR. The agreement is regarded as final and valid only after DELOOR’s express written agreement. In any event, commencement of the work constitutes tacit approval and confirmation of the quotation.

Article 3: PAYMENT

DELOOR works on the basis of fixed prices specified in the quotation.

The quoted price excludes VAT and is expressed in euros. Other levies and charges, and any changes to them, are borne by the client.

DELOOR reserves the right to adjust prices in the event of inflation and/or cost increases, including costs of goods, raw materials, transport, fuel, labour or overheads, increases in or imposition of taxes and levies, and fluctuations in exchange rates. If the price changes and is consequently adjusted, DELOOR will notify the Client a reasonable time in advance.

Unless otherwise agreed, all invoices are payable within 30 calendar days after they are sent.

Complaints and objections to invoices must be sent by registered letter to DELOOR’s registered office within 8 calendar days.

In the event of non-payment or late payment by the client, late-payment interest is due automatically and without prior formal notice, at the interest rate provided for by the Act of 2 August 2002 on combating late payment in commercial transactions, from the invoice due date, together with fixed compensation of 10% of the total invoice amount, subject to a minimum of EUR 150.00.

If all or part of the price is not paid on time, DELOOR reserves the right to cease or suspend further performance immediately, or to regard the agreement as terminated out of court at the client’s expense.

Article 4: DELIVERY AND PERFORMANCE PERIODS

The performance periods are specified in the quotation. These periods are purely indicative and are not binding on DELOOR. They are subject to any unforeseen circumstances beyond DELOOR’s control and to the situations and events described in Article 5 of these General Terms and Conditions.

Under no circumstances may the client claim compensation of any kind and/or terminate the agreement because the stated periods have been exceeded by a reasonable amount.

Article 5: UNFORESEEN CIRCUMSTANCES

All circumstances that were reasonably unforeseeable at the time of the quotation and are unavoidable, and that would make performance of all or part of the agreement impossible financially or in any other way, will be regarded as unforeseen circumstances and entitle the party invoking this force majeure situation to revise or terminate the agreement.

The unforeseen circumstances referred to above include, without limitation: pandemics, war, strikes, late or incorrect delivery by DELOOR’s suppliers, government measures, other unforeseen circumstances of a similar nature, or any consequences of such events and situations.

Where these circumstances interrupt the services or make delivery impossible, DELOOR has the right to suspend delivery, withdraw from the agreement, or modify the assignment so that its performance becomes reasonably possible, without the client being entitled to compensation for the delay incurred or for any damage resulting from that delay.

Article 6: CHANGES AND ADDITIONAL WORK

Changes and/or additional work will be carried out only after written confirmation of the assignment by both the client and DELOOR, and provided that the price has been agreed.

Article 7: INTELLECTUAL PROPERTY RIGHTS

DELOOR remains the owner of its own (business) intellectual property rights at all times (including, but not limited to, copyright, patents, drawings, designs, trademarks or trade names), including any intellectual property rights arising from its own work, services, creations, studies, research, advice, methodologies or activities carried out by DELOOR that are created during, and in the course of performing, the assignment. Nothing in this agreement will result in a transfer to the client of the intellectual property rights of DELOOR or its personnel.

To the extent necessary, the client obtains a perpetual, non-exclusive, non-transferable and non-sublicensable licence to the aforementioned intellectual property rights so that it can use the results of the services provided.

Article 8: LIMITATION OF LIABILITY

DELOOR is liable only in the event of wilful misconduct or gross negligence by DELOOR or by its employees or agents, except in cases of force majeure.

This does not apply to third parties engaged by DELOOR. In this respect, the client indemnifies DELOOR against claims by third parties, as well as against all actions and claims concerning infringements of any intellectual or industrial property right.

If DELOOR’s liability arises, except in the event of fraud or wilful misconduct by DELOOR itself or its personnel, DELOOR may in any event be required to compensate only direct damage, limited to the total remuneration received by DELOOR for a particular project or, if lower, the maximum amount of cover for which DELOOR is insured under its public liability insurance, depending on the nature of the direct damage.

DELOOR is never liable for any indirect damage (including financial and/or commercial losses, loss of profit, increased overheads, disruption of schedules, loss of anticipated profit, customers or savings, and bodily injury). The Service Provider is not liable for data loss.

DELOOR is also not liable for any delay in performing its obligations under the agreement, or for failure to perform those obligations, insofar as such delay and/or non-performance is attributable to an external, unforeseeable cause over which DELOOR reasonably has no control, as described in Article 5 of these General Terms and Conditions.

Article 9: CANCELLATION OR TERMINATION OF THE AGREEMENT

If, for any reason, the client wholly or partly withdraws from the agreed services, DELOOR is in any event entitled to payment of 35% of the total amount for the services as compensation for declining to conclude or perform the agreement, without prejudice to DELOOR’s right to higher compensation if the damage it has suffered is greater. If DELOOR withdraws from the agreed services, the client is entitled to equivalent compensation.

If the client fails to fulfil its contractual obligations, or fails to do so on time, DELOOR has the right, after formal notice, either to suspend its obligations or to terminate the agreement without judicial intervention if no action, or no effective action, is taken in response to that notice within eight working days, without prejudice to the right to compensation.

DELOOR also reserves the right to regard the agreement as terminated automatically and without formal notice in the event of bankruptcy, manifest inability to pay, or any change in the client’s legal status.

Article 10: SEVERABILITY

If any provision of these General Terms and Conditions is unenforceable or conflicts with a provision of mandatory law, this will not affect the validity and enforceability of the other provisions of these General Terms and Conditions, nor the validity and enforceability of the part of the provision concerned that is not unenforceable or contrary to mandatory law.

Article 11: DISPUTES

All agreements with DELOOR are governed exclusively by Belgian law. Any disputes arising in connection with this agreement will be resolved exclusively by the courts of the judicial district of Antwerp, Antwerp division.

Article 12: PERSONAL DATA

From quotation through invoicing, DELOOR collects all data necessary to perform the agreement, including the names of the natural persons behind the legal entity that is the Client, its address, telephone numbers, email address and any other information provided by the Client. The Service Provider processes these personal data in its capacity as controller in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, and the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.

The natural persons behind the legal entity that is the Client have the following rights: the right of access, the right to rectification, the right to erasure, the right to restriction of processing, the right to data portability, the right to object, and the right not to be subject to automated decision-making. The natural persons behind the legal entity that is the Client may exercise the aforementioned rights at any time simply by contacting DELOOR at contact@deloor.net.

If there are complaints concerning the processing of the Client’s personal data, the Client may contact DELOOR with a view to resolving them internally, or lodge a complaint with the Belgian Data Protection Authority [Drukpersstraat 35, 1000 Brussels | +32 (0)2 274 48 00 | +32 (0)2 274 48 35 | contact@apd-gba.be].

To the extent that DELOOR receives personal data from the Client’s customers and/or employees in the course of providing the services, the Client acts as the controller and DELOOR as the processor within the meaning of the aforementioned legislation. In those capacities, the parties must act in accordance with the aforementioned legislation.