Cooperation based on trust
Good appointments, good friends. We try to be as transparent and clear as possible to clarify our workings for you. Do you have any questions? Feel free to call us on 014 470 600.
In these general terms and conditions the following terms shall have the following meanings:
- "AVG or GDPR"EU Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
- "Services": all activities carried out by VanRoey.be for or on behalf of Customer, whether or not in connection with the delivery of Products within the framework of an Agreement.
- “Down-Time": Time that Online Services are unavailable.
- "Offer"and/or "Project Proposal": the order or order form drawn up by VanRoey.be, or proposal for an Agreement, which is signed by the Client and on the basis of which the order for Products and/or Services is placed.
- "Client or Customer"Every legal entity with whom VanRoey.be concludes an Agreement or is still in negotiation with regard to the delivery of Products and/or the provision of Services.
- "Agreement or Contract"Every Agreement between VanRoey.be and Client, every "Change Request" or supplement thereto, as well as all (legal) acts in preparation and/or execution of that Agreement.
- "Force Majeure.": Any circumstance beyond the reasonable control of a Party that prevents that Party from performing its obligations under the Agreement, including fire, flood, earthquake or other natural disaster, acts of war or terrorism, riots, governmental orders, governmental intervention, poor financial or economic condition of a Party as a result of a pandemic, partial immobilization or interruption of its systems by hackers or viruses, total or partial Internet stagnation, and the failure of a third party involved in the performance of the Agreement that is not a subcontractor of the Supplier (e.g., the failure of the Supplier to perform its obligations under the Agreement). Microsoft, Telenet, ...)
- "Party"Client or VanRoey.be.
- "Products": all hardware, equipment, goods, parts, materials of third parties that VanRoey.be supplies as part of a Service or that Customer purchases from VanRoey.be.
- "Resources": The resources made available to the Principal under the Agreement as reflected in the signed Quote or Project Proposal, supplemented by Change Request(s) as appropriate.
- "VanRoey.be"Van Roey Automation NV, a company incorporated under Belgian law with registered office in Belgium at Steenweg op Antwerpen 101, 2300 Turnhout, registered under VAT BE 0457.553.651.
- "Web sales": sales via e-commerce platforms such as Webstore.be or VanRoey.be or " Customerportal" in which the Customer places orders or orders himself online.
- "Change Request or Change Request.": The request by a party to amend the Deliverables and/or Services, set out in a "Statement of Work" or SOW. The template provided by VanRoey.be must be used for this purpose.
- These terms and conditions shall apply to all offers, quotations/project proposals, agreements, deliveries, transport and invoicing originating from VanRoey.be, and to all agreements between VanRoey.be on the one hand and the Client on the other, insofar as they have not been expressly deviated from in writing. These terms and conditions shall always take precedence over the terms and conditions of any other contracting party or third party, unless and only insofar as expressly agreed otherwise between the parties.
- Per individual Product, or per individual Service, special conditions with product- or service-specific provisions as well as contract terms may also apply, in case of conflict between these General Terms and Conditions and the special conditions of the product- or service-specific contract, the special conditions shall prevail over the General Terms and Conditions.
- In the event that the Client wishes to use the Products and/or Services of VanRoey.be for non-professional use, it must inform the Client thereof in advance and in writing. If the Client fails to give prior notice, it shall irrevocably be regarded as a professional user, acting in the context of its professional activities, regardless of whether or not it has a VAT number.
- All offers and quotations of VanRoey.be, as well as the information provided by VanRoey.be, are always without obligation, are only valid for information purposes and do not bind VanRoey.be. Unless expressly agreed otherwise, the prices stated in offers are valid for thirty (30) days from the date of the offer.
- An order/assignment from the Client shall only be contractually binding on VanRoey.be if VanRoey.be has expressly accepted its contents in writing. On the part of the Client, any order/assignment shall immediately constitute a contractually binding offer, even before its written acceptance by VanRoey.be. The use and/or storage by the Client of any Product or the performance of Services by or with the knowledge of the Client shall constitute sufficient proof of the order by the Client, acceptance of these General Terms and Conditions and permission to invoice the Products and/or Services concerned.
- The parties recognize that the performance of an Agreement will depend on their cooperation they must therefore provide all information reasonably requested of them. Failure to provide such cooperation and information will affect the performance of the Agreement. The Parties will clearly agree among themselves who will act as contact person for each Party. Parties undertake to ensure that the contact information they provide is always up to date. If there are any changes to this information, Parties are obliged to communicate this as soon as possible.
- If the Agreement concluded between the Parties is a term agreement, the Agreement shall be for the term agreed between the Parties, failing which the term shall be one (1) year.
- The duration of the Agreement shall be tacitly extended in each case for the duration of the period originally agreed upon, unless a Party terminates the Agreement in writing with due observance of a notice period of three (3) months prior to the end of the period in question, provided that no third party is involved to which a different notice period applies.
- If during the term of the Agreement, as a result of a decision by the Customer, the agreed volumes (of Services) are changed or the agreed volumes (of Services) are not achieved so that the performance of the Agreement becomes unprofitable for VanRoey.be, VanRoey.be shall be entitled to amend or unilaterally terminate the Agreement, without compensation and with due observance of a notice period of (6) six months.
- SPECIFICATIONS/ PERSONNEL
- VanRoey.be reserves the right to make changes and additions at any time to the product specifications previously communicated by it or the proposed services if these are the result of the technical evolution of the Products/Services or economic conditions. In the event of a change to the product specifications, VanRoey.be guarantees that the functionalities and performances of the delivered Product or Service will be as equivalent as possible.
- VanRoey.be reserves the right to determine which employees are assigned to an assignment, as well as to replace these employees during the assignment. In accordance with Article 31 §1 of the Act of 24 July 1987 on temporary work, temporary employment and the posting of employees to users, Client, its employees or agents may not give instructions to employees of VanRoey.be and must refrain from exercising any form of authority over the employees of VanRoey.be.
- REJECTION BAN
- Client undertakes not to directly or indirectly hire or appoint employees or former employees of VanRoey.be or its subsidiaries or sister companies as consultants. This provision applies both during the Agreement and for a period of twenty-four (24) months after the expiry of the Agreement. The period provided for in the Agreement shall be decisive for this purpose.
- In the event of breach of this clause, Client shall pay VanRoey.be liquidated damages equal to 12 months' gross salary of the employee or former employee, as the latter was paid by VanRoey.be.
- PRICES AND TARIFFS
- The prices of VanRoey.be are based on the values of wages and materials, foreign currency exchange rates, import duties, levies and taxes applicable at the time of the offer/quotation.
The prices for the paid Services are determined in the offer and/or in the service agreement between VanRoey.be and the Client. They are expressed in euros or in the currency agreed between the parties. Prices are determined on the basis of an hourly/ daily rate that may vary according to the level of Services to be provided.
For standard working hours, being Monday to Friday from 08-18h, a rate of 100% applies. Outside standard working hours, an overtime rate applies. A rate of 150% applies on Monday to Friday from 18-22h and on Saturday from 08-22h. A rate of 200% applies on all days from 22-8h and on Sundays and public holidays. Execution of work is preferably done during standard working hours. Outside standard working hours, overtime applies. Overtime is always billable. A daily rate applies to an average working day of 8 hours performed during standard working hours.
The prices are set Ex Works. VAT and other taxes or levies, costs for communication, translation, training, transport and accommodation, and in general demonstrable advances, are not included in budgeted prices or rates, unless explicitly stated otherwise.
Costs for rush orders, urgent deliveries or interventions shall always be borne by the Client. All additional deliveries of Services, performed by VanRoey.be at the request of the Client, shall be invoiced immediately, separately to the Client at the rates generally applicable at the time. Each delivery of Products or Services must be seen as a separate transaction. Consequently, promotions relating to that delivery do not affect previous or future deliveries, unless expressly agreed otherwise.
- In the case of Agreements longer than one (1) year, VanRoey.be prices apply for a maximum of one (1) calendar year. For all Agreements, the prices may be adjusted annually on 1 January in accordance with the provisions of the Economic Recovery Act of 30 March 1976 in function of parameters representing the underlying real costs, including but not limited to the evolution of wages.
- VanRoey.be reserves the right to modify the prices of its Products and Services. When the delivery of all Products and/or Services does not take place at the time of concluding the Contract, the price indicated may be modified by VanRoey.be if one or more of the composite cost elements change, for example in the event of a price increase by the manufacturer or supplier. If, as a result, the price increases by 20% or more, the Client may terminate the contract by registered letter within five (5) working days of the announcement of the new price, without any right to compensation, for those Products that must be delivered after the new price takes effect. Any sums already paid will be refunded. If the Client does not react within the aforementioned period of five (5) working days, this shall imply its agreement to the delivery at the adjusted prices.
Managed services, maintenance contracts and other recurring fees performed by VanRoey.be or solutions whose IP is owned by VanRoey.be are indexed annually based on the following formula: New Amount = Old Amount x (0.2 + 0.8 x (New Index/Initial Index))
Old amount here stands for amount at the beginning of the contractual period prior to the entry into force of the indexation. The index referred to in this formula is the "Agoria Wage Costs Index PC 200 (national average)", called the Agoria wage index PC200. This indexation does not relate to the offer of VanRoey.be's suppliers so that any price fluctuations by suppliers may be passed on to the Client at any time.
Software licenses, Services and Products of which the IP is owned by third parties will be adjusted in accordance with the standard annual pricing arrangements of such third parties.
A price adjustment based on the above formula does not give the Client the right to terminate the Agreement without notice.
- In the event that a fundamental change in economic circumstances (such as, but not limited to, changes in exchange rates, market scarcity, etc.) results in VanRoey.be incurring an unreasonable or disproportionate burden for the performance of the Agreement, the parties will renegotiate in order to jointly agree on an equitable amendment to the Agreement.
- In the event of cancellation of the order by the Customer, irrespective of the reason for cancellation, VanRoey.be shall charge the full amount of the costs already incurred in the context of the cancelled order, with a minimum of 25% of the total order value of the cancelled order.
- The prices of VanRoey.be are based on the values of wages and materials, foreign currency exchange rates, import duties, levies and taxes applicable at the time of the offer/quotation.
- CONTACT MOMENTS
- The Services will take place through a number of contact moments throughout the current contract year. These contact moments will be determined by mutual agreement between the Client and VanRoey.be.
- These contact moments must take place within the current contract year and therefore cannot be carried over to the following contract year. If one of the contact moments cannot be scheduled within the relevant contract year, this shall under no circumstances give rise to a credit. The Parties undertake to take the necessary measures to have the contact moments take place on time.
- If a contact moment cannot take place due to circumstances, the Client is obliged to inform VanRoey.be of this in time, at the latest 48 (forty-eight) hours/ 2 (two) working days in advance. The parties will then, in mutual consultation, schedule a new date, which must also take place within the current contract year.
- If the Client fails to timely inform VanRoey.be of the fact that the contact moment cannot take place, the Client will have to pay a fixed compensation of 80 (eighty)% of the applicable daily fee. In this case, the contact moment will also be lost outright, and no new date will be sought.
- The delivery of Products and Services by VanRoey.be takes place Ex Works. The risks associated with the solutions delivered shall pass to the Client at the time of delivery. The Client insures the risks at its own expense.
- The delivery dates set by VanRoey.be are indicative and are not binding on VanRoey.be. All schedules, deadlines and delivery dates provided by VanRoey.be have been drawn up on the basis of assumptions that VanRoey.be takes into account. Delays in delivery do not entitle VanRoey.be to compensation or to dissolve the Agreement. The execution depends on a number of uncertain factors and these time schedules, deadlines and/or delivery dates are therefore indicative.
- In the event of delivery of Products, the Client must immediately state all deviations (more or less) relating to the correct number of packages and the existence of transport damage on the carrier's order list upon receipt. By signing off the order list without additional information, the Client confirms his agreement with the receipt of the correct number of packages and the absence of transport damage. The absence of a box or transport packaging upon delivery is considered as a defect. A defect shall only be borne by VanRoey.be on condition that the Customer mentions the absence of a box or transport packaging on the transporter's order list. Complaints regarding the contents of transport packaging must be reported in writing within 24 hours of delivery, after which VanRoey.be shall investigate the complaint. In the event of an unfounded complaint, VanRoey.be reserves the right to refuse subsequent delivery / replacement. All delivered Products must be received by the carrier at the time of the offer.
- Furnishing and adapting the place(s) where the Products and/or Services are provided shall be at the expense of the Client, who shall be liable for all damage to equipment and/or software, as well as for additional costs incurred by VanRoey.be as a result of failure to perform in a timely manner, incorrectly or inadequately.
- If the Client purchases and collects the Products from one of our offices, the signing of the invoice or another document shall constitute acceptance of the Products in the condition in which they are.
- In the case of shipping to the Client, for example in the case of Web sales, the Client, will owe the shipping costs to VanRoey.be if the amount of the products and services purchased is less than €100, excluding VAT.
- Payment for the Products and Services delivered shall constitute acceptance by the Customer of the conforming delivery.
- USAGE RIGHTS AND LICENCES
- The amount owed by Customer for the right of use of the application software developed by VanRoey.be relates to the user licence and to the legal maintenance of the application. However, this does not include the adjustments to the legislation applicable to the software, which are so far-reaching that the architecture of the software has to be fundamentally adapted, or where various software modules have to be largely rewritten. In such cases, a separate provision will be drawn up. The costs of such adaptations may be charged to the Client.
- Maintenance costs do not include the complete reprogramming of applications due to changed technological conditions.
- As part of the Life Cycle Management of certain solutions, such as specific software applications, VanRoey.be retains the right to discontinue its support over time.
- The Client will always be notified if the support of a solution, which he uses, is discontinued. In doing so, VanRoey.be shall respect a reasonable notice period.
- Client acknowledges that the use of Microsoft products is subject to Microsoft's license and use terms https://www.microsoft.com/licensing/docs/customeragreement. The Client must therefore comply with these terms and conditions.
- If the Client orders Microsoft Licences, the Client can only change or cancel this order on the same working day, provided that the Client informs VanRoey.be thereof at the latest at 4 p.m. on the working day of the order.
- The ordered licenses are considered a firm commitment from the next day and cannot be cancelled or reduced during the term of the contract. The Client is responsible for passing on his/her order correctly. VanRoey.be bears no responsibility whatsoever for the quantities incorrectly communicated by the Client.
- If the Client enters into a contract for a specific term (e.g., 1 year) and chooses monthly billing, the Client will be required to pay a termination fee equal to the monthly fee multiplied by the number of months remaining in the original contract term upon any interim termination of the licenses.
- INSTALLATIONS AND INTERVENTIONS
- Unless agreed otherwise in writing, the Client shall take care of the installation of the Products itself. In the event of installation by VanRoey.be, the Client shall provide all the facilities necessary for the performance of the services (such as, among other things, free access to the Products and the products connected therewith, documentation for making the diagnosis, electric power, telephone, presence of the Client or of a person appointed by the Client who uses the Products personally and is aware of the Client's needs, etc.). VanRoey.be will separately invoice any installation that cannot be carried out due to the lack of the aforementioned facilities.
- All payments must be made within thirty (30) days of the invoice date, unless another term of payment is provided on the invoice, without any deduction or set-off, unless otherwise agreed in writing.
All current and future taxes and additional levies and costs, of whatever nature, related to the execution of the assignment are at the expense of the Client.
- By default, invoices will always be delivered electronically via the delivery platform chosen by the Client. If the Client nevertheless wishes to deliver his invoice on paper, this is only possible if explicitly requested in writing to firstname.lastname@example.org.
- Invoices must be disputed within a period of eight (8) weekdays from their date of issue, otherwise they will be deemed accepted. If part of an invoice is disputed in good faith, the undisputed portion shall be paid immediately. After settlement of the dispute, all amounts due to VanRoey.be shall be paid to VanRoey.be, including the interest mentioned below, from the day on which the amounts were due.
- In the event of non-payment on the due date, default interest of eight (8) % per annum shall be due on the invoice amount, ipso jure and without prior notice of default, from the due date until the day of full payment. Moreover, in case of non-payment, a fixed compensation of ten (10) % of the principal amount, including VAT, shall be due, ipso jure and without prior notice of default, subject to a higher compensation if a greater damage is demonstrated. All relevant collection costs incurred by VanRoey.be as a result of late payment shall be borne by Client.
- Payment of invoices may not be made dependent on the activation of the delivered Products.
- If Services are suspended due to late payment, Customer shall not be able to claim any compensation on account of VanRoey.be. In this case, Customer shall also indemnify VanRoey.be against any claim from third parties as a result of this suspension.
- RETENTION OF TITLE
- Ownership of the delivered Products shall only pass to the Customer when the latter has fulfilled all his obligations towards VanRoey.be. The transfer of ownership shall therefore only take place after payment of all claims arising from the commercial relationship with the Buyer. As long as the ownership of the delivered Products has not been transferred to the Client, the latter is not entitled to alienate, pledge or encumber the delivered Products with a right in rem.
- SOFTWARE INTELLECTUAL PROPERTY
- VanRoey.be can supply three forms of software applications:
- Software owned by third parties
- Standard software owned by VanRoey.be
- Tailor-made software developed by VanRoey.be for Customer.
- The intellectual property rights, of whatever nature, which are disclosed by VanRoey.be to the Client in the context of the execution of the order, remain the property of VanRoey.be or the third party supplier. The Client guarantees that all documentation and information provided by it to VanRoey.be with a view to the execution of the order and its use is free of intellectual property rights of third parties, and indemnifies VanRoey.be against any loss, damage, costs, expenses or other claims arising from an infringement of the intellectual property rights of third parties.
Customer acknowledges that the intellectual property rights of whatever nature relating to the generic knowledge and know-how made available by VanRoey.be during the execution of the order are the property of VanRoey.be or third party suppliers and remain its property. Customer receives a non-transferable and non-exclusive right to use the software, under the conditions of the software developer. Customer does not have the right to make adjustments or changes to the software, nor to distribute the software to third parties or have it used by third parties, even if he has the source code. The Client shall only use the software for its internal business operations, and shall not sublicense, distribute or otherwise make the software available to a third party, a partner or related company or controlling company.
- Unless expressly agreed otherwise, the intellectual property rights to the results of the order shall remain the property of VanRoey.be. Even if agreed otherwise, the intellectual property rights to the results of the order shall only be transferred at the time of full payment of all invoices relating to this order.
- In the event software owned by third parties is purchased directly by Customer from the third party supplier or is supplied by VanRoey.be, the terms of delivery, licences, guarantees, conditions of support and other contact conditions imposed by the third party supplier shall apply. VanRoey.be shall not accept any additional obligations in this respect. The Customer must take note of these terms and conditions in good time, which he accepts and signs.
- Unless expressly provided otherwise in a Special Agreement, a license price does not include any delivery costs, installation costs, training, special documentation or any other services related to the software. If VanRoey.be installs software under a Special Contract, it shall be deemed to have been accepted upon termination of the installation.
- In the event that the Agreement is unilaterally terminated by Customer, he shall owe VanRoey.be compensation equal to 25% of the agreed price subject to a higher compensation when higher damage is demonstrated. This notwithstanding the right of VanRoey.be to claim higher compensation on the basis of the product specific Agreement.
- Parties may terminate the Agreement after notice of default and subject to a reasonable period of notice if:
- the other party is declared bankrupt
- the other Party is placed under provisional administration
- Products are seized by third parties
- In the event of non-payment, VanRoey.be shall also be entitled, without notice of default and by operation of law, to suspend all further deliveries to the Customer and/or to declare the current Agreements dissolved, and to have the delivered products collected immediately at the Customer's expense and to claim compensation for damages.
- In the event of Force Majeure, the parties will have the right to temporarily suspend their obligations.
- ACCEPTANCE AND WARRANTY
- A complaint or protest against the invoice can only be considered if it is made in writing within a period of eight (8) days from the invoice date. All Products, works and Services are deemed to be accepted by the Client upon their delivery.
- Any warranty due to hidden or hidden defects of Products is limited to the replacement or repair of the defective merchandise, as guaranteed by the manufacturer. No other indemnity or reimbursement of costs or interest may be claimed in addition.
- Consumables such as batteries, cartridges/toner are excluded from warranty.
- All Products supplied by VanRoey.be are covered by the manufacturer's warranty. During this period, the Products may, in the event of non-functioning, be exchanged in accordance with the manufacturer's terms and conditions. These Products must always be returned by the buyer in their original packaging and together with the original proofs of purchase. If the Products are found not to be defective after inspection by the manufacturer, the Client must reimburse VanRoey.be for the costs incurred by VanRoey.be.
- Services shall be deemed accepted if the delivered Services are not disputed within a period of five (5) business days. This provision applies unless the service specific Agreement has a different acceptance mechanism.
- Software solutions of which the IP is owned by VanRoey.be have the following warranty conditions: VanRoey.be devotes appropriate care to the development of the software, on the understanding that software is intended for use by multiple users and is therefore of a general nature. VanRoey.be guarantees that the software is delivered with normal professional care in a diligent and competent manner, and that the software will function in accordance with the documentation. The correction, within reasonable and commercially feasible limits, of any non-conformity with this guarantee is the only obligation of VanRoey.be provided that Customer notifies VanRoey.be in a sufficiently clear and written manner, with all necessary screenshots, within thirty (30) days after the software is delivered or within thirty (30) days after successful completion of the acceptance tests, if applicable. This guarantee does not apply in the event of incorrect use of the software or unauthorised modifications, or any other causes that constitute a foreign cause for VanRoey.be. VanRoey.be does not guarantee and is not responsible for the operation of products or services supplied by third parties and which are not sold by VanRoey.be, nor their compatibility or integration, nor for any information provided in this respect.
- The following items are never covered by the warranty. The interventions as a result of any cause external to the delivered goods, such as, among others:
- incorrect or abnormal use or operation, negligence on the part of the Client, defects in the electronic installation, overvoltage, failure by the Client to comply with local specifications;
- any maintenance or adjustment by persons not authorised by vanRoey.be in writing in advance;
- irregular operation of equipment to which the delivered products were connected;
- any return of Products to our address without our written consent;
In all these cases, in addition to the time and costs spent on them, spare parts will also be invoiced at the rates and prices applicable at that time.
- The Parties recognise that the success of work in the field of information and communication technology depends on proper cooperation between them. The Client shall always provide all reasonable cooperation required by VanRoey.be in a timely manner.
- In order to enable VanRoey.be to execute the Agreement properly, the Client shall always provide all data or information reasonably required by VanRoey.be in a timely manner. The Client guarantees the correctness and completeness of the information provided to VanRoey.be.
The Client shall provide VanRoey.be with all information which they know or should have known is necessary for the execution of the Agreement by VanRoey.be.
- Customer bears the risk of selecting the Products and/or Services to be delivered by VanRoey.be.
- LIMITATION OF LIABILITY AND INDEMNITY
- If one of the Parties fails to fulfil one or more of its obligations under the Agreement, the other Party shall declare it to be in default by operation of law. The notice of default shall be given in writing and the defaulting Party shall be granted a reasonable period of at least thirty (30) days to still fulfil its obligations. The notice of default must contain as complete and detailed a description of the default as possible so that the other Party is able to respond adequately.
- The Party that imputably fails to fulfil its obligation(s) shall be liable to the other Party for compensation of the damage suffered or to be suffered by the other Party. The occurrence of any right to compensation is always subject to the condition that the Party suffering damage reports the damage in writing to the Party that is in default as soon as possible after the occurrence thereof. Any claim for compensation shall lapse by the mere expiry of twelve (12) months after the claim has arisen.
- VanRoey.be shall under no circumstances be liable for any damage relating to the use of the Products it has delivered or of the information and/or documentation relating to them, nor for any other damage which is not the direct and immediate consequence of an error by VanRoey.be, such as, but not limited to, communication costs, loss of earnings, claims by third parties, loss of data, damage and/or defects due to materials or information provided by the Client or by third parties.
- Unless expressly agreed otherwise, the Services provided by VanRoey.be shall be obligation of means. The Client is responsible for the accuracy and completeness of the information it provides. VanRoey.be can only be held liable for its own grave error in the performance of the Services.
- In no event shall VanRoey.be be liable for defects in the materials, hardware or software in which the Products it provides were implemented by or on the instructions of the Client.
- VanRoey.be's liability in respect of direct damage shall be limited to repair in kind. If recovery in kind is no longer possible, VanRoey.be's liability shall be limited to the amount covered in the relevant case by the insurance BA operation and/or BA after delivery of VanRoey.be. If, for any reason whatsoever, no cover can be invoked under the BA operations and/or BA after delivery insurance, any liability claim in principal, interest and costs shall be limited to half of the amount paid by the Client for the services sold under the relevant Agreement, during a period of three (3) months prior to the claim in question. Under no circumstances shall the total compensation for direct damage under any Agreement exceed EUR 50,000.
- Customer declares to have been fully informed by VanRoey.be of the characteristics, operation, possibilities and limitations of use of the equipment and/or software, as well as of the problems of adaptation, integration and expansion that may occur, and waives any claim against VanRoey.be in this respect.
- When VanRoey.be installs or performs connectivity to the outside world, VanRoey.be can under no circumstances be held responsible for the quality of the connection, for the consequences of the use of these connections, nor for "hacking", misuse of information, damage or loss of data, nor for the content of the website(s) of the Customer, nor for its conformity with existing legislation and regulations.
- Costs charged by third parties cannot be recovered from VanRoey.be in any way unless prior written agreement has been made.
- The parties indemnify each other against claims that services and/or applications infringe the intellectual property rights of third parties.
- As part of the provision of services, the parties will come into contact with each other's confidential information. The parties are therefore obliged to observe strict confidentiality with regard to all confidential information they obtain through the execution of the Agreement, both during the execution of the Agreement and after the termination of the Agreement.
- The parties guarantee and undertake to comply with this confidentiality obligation by everyone for whom they are responsible.
- This provision shall not apply to information:
- which is part of the public domain or literature, other than by reason of the negligence of the other party;
- received from a bona fide independent third party who is not bound by an obligation of confidentiality with respect to such information.
- RECONSTRUCTION OF DATA AND PROGRAMMES AND DATA PROTECTION
- The Client is solely responsible for setting up procedures that allow it to reconstruct lost or modified files, data or programs at any time, regardless of the cause of the loss or modification. The Client must at least at all times have the necessary back-up copies of its computer programs, files and data at its disposal.
- With regard to theft of encryption or loss of data, the responsibility of VanRoey.be shall be limited to installing security technology if the Client orders it from VanRoey.be. VanRoey.be can never be held liable for damage caused by third parties in the Client's system.
- In those cases where the Agreement includes the processing of personal data and VanRoey.be will act as processor, the following processing agreement will apply: https://www.vanroey.be/voorwaarden/#tab6
- JURISDICTION AND APPLICABLE LAW
- These General Terms and Conditions and all Agreements between VanRoey.be and the Customer shall be governed exclusively by Belgian law. The application of the Vienna Sales Convention is excluded.
- Disputes between Parties that are not settled within five (5) Business Days shall be promptly submitted to the management of both Parties in order to obtain a management decision. Disputes that are not settled by the management within fifteen (15) Business Days shall, at the request of the most diligent Party, be settled by the competent courts of the district of Antwerp, department Turnhout.
- In urgent cases, each Party always has the right to apply to the Court of Antwerp for an interim injunction.
- OTHER PROVISIONS
- If one or more articles of the Agreement should be invalid or otherwise non-binding, this shall not affect the validity of the remaining articles of the Agreement. Parties will then, if necessary in joint consultation, as much as permissible, in the spirit of the intention of the invalid or non-binding articles comply with the Agreement. Furthermore, the Parties will then, if necessary in joint consultation, adjust the Agreement as far as necessary, in the sense that the non-binding articles will be replaced by provisions that are binding and differ as little as possible from the non-binding articles in question.
- The Agreement contains all agreements between the Parties relating to the Agreement and supersedes all previous written and oral agreements made by the Parties in this respect.
- VanRoey.be reserves the right to change these terms and conditions at any time. It is therefore up to the Client to check these terms and conditions regularly.
These terms and conditions were last updated on 01/07/2023