General terms and conditions

1. Definitions

i) “General Terms and Conditions” means these terms for the supply of Services and/or Products, of which the Customer has been able to take note in advance;

ii) “Services” means the IT support services offered by Demolco and described in the Quotation;

iii) “External Supplier” means a third party, more specifically a manufacturer, seller and/or supplier of a Product;

iv) “Demolco” means the service provider Demolco BV, with registered office at Meersemhof 12, 9050 Ghent, registered under company number 0654.775.041;

v) “Customer” means any legal entity that concludes an agreement with Demolco and that acts for purposes falling within its business or professional activity and that is named in the Quotation; “You” or “Your” also refer to the Customer;

vi) “Staff” means employees, self-employed collaborators, subcontractors, consultants and any other natural or legal persons directly or indirectly involved in providing the Services;

vii) “Quotation” means the offer of Services and/or Products drawn up specifically for and presented to the Customer;

viii) “Agreement” means the agreement concluded between the Customer and Demolco when the Customer accepts a Quotation or otherwise expressly places an order or assignment, and of which these General Terms and Conditions form an integral part;

ix) “Force Majeure” means a situation in which the performance of the Agreement is prevented for one of the Parties, in whole or in part, temporarily or otherwise, beyond the will of the Party or Parties. The following situations are, among others (but not exhaustively), considered Force Majeure: fire, war, terrorist attacks, adverse weather conditions, force majeure of External Suppliers, problems with or caused by third-party equipment, software or materials whose use was prescribed to Demolco by the Customer, government measures, internet outages, unavailability of third-party servers, strikes, general transport problems and power failures;

x) “Parties” means Demolco and the Customer;

xi) “Product(s)” means hardware and/or software of an External Supplier, including VoIP solutions and WiFi systems, for which Demolco acts as reseller and to which the Conditions of the External Supplier apply;

xii) “Conditions” means the general (licence) conditions applicable to Products of an External Supplier, which the Customer hereby expressly accepts and which form an integral part of these General Terms and Conditions.

2. Applicability of the General Terms and Conditions

2.1. These General Terms and Conditions apply to all offers, price calculations, Quotations and orders of Products and/or Services offered by Demolco, as well as to all Agreements concluded between Demolco and the Customer.

2.2. Except in case of written or express acceptance, any general or special conditions of Yours (as well as third-party conditions) are expressly excluded.

2.3. Demolco reserves the right to amend these General Terms and Conditions from time to time.

3. Duty to inform and Quotations

3.1. The Customer is responsible for the accuracy and completeness of the information provided to Demolco by or on behalf of the Customer that is necessary for drawing up price calculations or Quotations.

3.2. The Customer declares to have been fully informed by Demolco about the possibilities of the Products and Services (type, characteristics, operation, possible uses, warranties, required environment, costs…) as well as about the problems of adaptation, installation, integration or extension that may arise and their consequences for the hardware or software and/or licences already installed at the Customer. The Customer acknowledges that Demolco cannot be held liable in this respect.

3.3. All price calculations, Quotations and other offers of Demolco are merely indicative and not binding, unless Demolco has indicated otherwise in writing.

4. Duration and termination

4.1. The Agreement is entered into for the duration set out in the Quotation.

4.2. If the Agreement was entered into for an indefinite duration, each Party is entitled to terminate the Agreement subject to prior written notice of three (3) months.

4.3. If the Customer terminates a fixed-term Agreement early, Demolco is entitled to compensation equal to the balance that would have been due for the remaining term of the contractually agreed duration, without prejudice to Demolco's right to damages.

4.4. If the Customer cancels the placed order or assignment in whole or in part before performance has started, Demolco is entitled to compensation of i) 40% of the value of the order for Services and ii) the full purchase price in the case of Products, without prejudice to Demolco's right to demonstrate the damage actually suffered if that damage is higher, and without prejudice to Demolco's right to damages.

4.5. Without prejudice to its right to damages, Demolco may at its own discretion suspend or terminate the Agreement: i) in case of non-payment by the Customer on the due date of the invoice; ii) if the Customer has requested a deferral of payment, is in a state of bankruptcy, is manifestly insolvent, or in case of dissolution and/or liquidation of the Customer's company; iii) in case of proof or serious suspicions of fraud committed by the Customer.

4.6. Each Party may furthermore terminate the Agreement if the other Party commits a proven gross fault or material contractual breach and has not remedied it within thirty (30) calendar days after being given notice of default by the Party invoking that fault.

5. Prices

5.1. The prices of our Products and/or Services are stated in the Quotation and are fixed at the time of placing the order and approving the Quotation.

5.2. All stated prices are expressed in euro and exclude VAT (and any other taxes or levies to be borne by You). Any other costs (such as transport costs) are stated separately in the Quotation and are consequently charged separately.

5.3. Demolco may in any case adjust the prices of the Products if this results from a price adjustment by the External Supplier.

5.4. The prices for the Services may be adjusted by Demolco annually on 1 January based on the following formula: new price = base price × (0.2 + 0.8 × (new index / starting index)). Here the base price is the price at the start of the Agreement, the starting index is the “national average reference labour cost” index published by Agoria for the month preceding the signing of the Agreement, and the new index is that same index for the month preceding the indexation date.

6. Invoicing and payment

6.1. The amount stated on the invoice must be paid by transfer to the account number stated on the invoice within fourteen (14) calendar days of the invoice date.

6.2. If an invoice is not disputed in writing within five (5) working days of its dispatch, this constitutes the irrevocable acceptance of the invoice and of the Products and/or Services stated in it.

6.3. Upon expiry of the payment term, the Customer is in default by operation of law and without prior notice. Upon expiry of the payment term, conventional interest of 12% is due, with a minimum of 250 euro. Late-payment interest of 12% per year is also due, likewise by operation of law and without prior notice. This interest is calculated from the due date until the day of full payment.

6.4. In case of late payment of an invoice, i) Demolco has the right to increase the invoice amount by 15% by way of compensation (without prejudice to Demolco's right to claim compensation for higher damage incurred), ii) all costs, the extrajudicial collection of the invoice, as well as the costs of judicial proceedings and enforcement are borne by the Customer, iii) all claims against the Customer that have not yet fallen due become immediately due, claimable and payable, and iv) Demolco has the right to suspend its delivery obligation in whole or in part until the Customer has fully met its payment obligations.

6.5. The Customer is not entitled to set off or suspend payments.

7. Delivery

Delivery times stated in the Quotation, where applicable per component, are merely indicative and not binding on Demolco, unless expressly stated otherwise. Unless the Parties expressly deviate from this in the Quotation, Demolco only enters into a best-efforts obligation to deliver (each component) as quickly as possible. Partial deliveries are permitted. The partial delivery of an order can in no case give rise to refusal of payment for Products and/or Services or termination of the Agreement. Exceeding the estimated delivery time also cannot give rise to any (other) compensation.

8. Retention of title and risk

8.1. All Products delivered to the Customer remain the property of Demolco until full payment of all amounts due under the Agreement.

8.2. The risks associated with the delivered Services and/or Products pass to the Customer at the time of delivery.

8.3. The delivery conditions of an External Supplier also apply to the Customer.

9. Product warranty

In case of delivery of Products, the Customer also expressly takes note of the warranty provisions in the Conditions, which in that case apply exclusively. The Customer acknowledges that Demolco cannot be held liable for the wrong choice of Products, nor be bound by any warranty obligation with regard to the delivered Products.

10. Performance of Services

10.1. For the performance of the Services, Demolco may call upon one or more Staff members. Demolco reserves the right to determine which Staff member will be assigned to perform the Services, and to replace that Staff member at its own discretion during the term of the Agreement.

10.2. If both Parties consider it desirable or necessary, they may by mutual agreement, either temporarily or permanently, entrust another Staff member with the performance of the Agreement.

10.3. If the Staff member no longer meets the requirements set, discredits the Customer or reasonably no longer performs the Services in accordance with this Agreement, the Customer has the right to ask Demolco to replace the Staff member. This does not release the Customer from its obligation to pay for the Services already provided by the Staff member. If Demolco agrees to the replacement of the Staff member, it undertakes to make a replacement available to the Customer as quickly as reasonably possible.

11. Non-solicitation

11.1. The Customer agrees not to actively approach Demolco's Staff members who are directly or indirectly involved in providing the Services with a view to engaging them, from the start of performance of the Services until twelve (12) months after the end date of the Services and/or termination of the Agreement, whichever is later, unless both Parties agree otherwise in writing.

11.2. If the Customer contracts, hires or uses the (consultancy) services of a Demolco Staff member, whether as an employee and/or on a self-employed basis and/or through a company, the Customer will pay Demolco an amount equivalent to six (6) months' salary/remuneration of that Staff member. This sum is payable on the date on which the Staff member was first engaged or on the date on which their services were first used.

12. Protection of personal data

12.1. Each Party must at all times comply with its respective obligations under the applicable legislation on the processing of personal data in relation to all personal data that would be processed under this Agreement.

12.2. The Customer undertakes not to grant Demolco access to personal data in the context of this Agreement, except where performance of the Agreement would be impossible without such access. In that case, the Customer remains solely responsible for determining the purposes for which Demolco processes the personal data under the Agreement. To the extent necessary, the Parties will regulate such processing of personal data in a separate data processing agreement.

13. Liability and indemnification

13.1. To the maximum extent permitted by applicable law, Demolco's total liability for an attributable failure to perform the Agreement is limited to compensation of the direct damage up to a maximum of the fee owed by the Customer for the specific Services and/or Products that caused the damage. If the Agreement runs for more than twelve (12) months, Demolco's maximum liability for direct damage is limited to the value of the amounts invoiced under the Agreement during a period of twelve (12) months preceding the moment at which the damaging event occurred.

13.2. In no event is Demolco liable for (i) indirect, incidental or consequential damage, including, without limitation, financial or commercial losses, loss of profit, increase in overhead costs, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by the Customer's customers, disruption of planning, loss of expected profit, loss of capital, loss of customers, missed opportunities, loss of data, loss of benefits, corruption and loss of files resulting from the performance of the present Agreement, (ii) damage caused by a fault or negligence of the Customer, (iii) compensation of all direct and indirect damage caused by the use of the Products (of External Suppliers) or Services, (iv) compensation of all direct and indirect damage caused in whole or in part by Products or any other element put into operation at the Customer after the conclusion of the Agreement, and (v) all claims brought by third parties against the Customer.

13.3. The Customer will indemnify Demolco against all third-party claims resulting from the Customer's breaches of these General Terms and Conditions.

13.4. The limitations of liability set out in these General Terms and Conditions do not apply to damage caused by an intentional and/or fraudulent fault of Demolco.

14. Intellectual property rights

14.1. Unless stated otherwise in the Quotation, Demolco grants the Customer a limited, non-exclusive and non-transferable right of use with regard to the results of the Services performed by it, from the moment of full payment of all invoices.

14.2. All intellectual property rights and other proprietary rights relating to the Products and Services, as well as any adaptations and/or extensions, rest with Demolco (or its licensors, or the software is open source).

14.3. Unless otherwise agreed between the Parties, the Customer will at all times ensure that it has sufficient licences and/or rights of use. The Customer will indemnify Demolco against any damage for breach of this provision.

14.4. The Customer is not permitted to remove or modify any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the software, websites, data files, equipment or materials. The Customer also acknowledges the prohibition of reverse engineering.

14.5. The Customer takes note of the licence conditions, intellectual property rights and the restrictions thereon as set out in the Conditions of the External Supplier with regard to the ordered Products (of the External Supplier), which apply in full.

15. Force majeure

Demolco is not responsible for complying with its obligations in case of Force Majeure. In case of Force Majeure, Demolco may suspend its obligations. If the Force Majeure lasts longer than two months, each Party is entitled to terminate the Agreement by written notice to the other Party, without the Parties owing each other any compensation.

16. Applicable law and competent court

These General Terms and Conditions are governed by Belgian law. In case of disputes concerning the performance and/or interpretation of these General Terms and Conditions that cannot be settled amicably, only the courts of the judicial district of East Flanders, Ghent division, will be competent.

17. General

17.1. If a provision of these General Terms and Conditions (or part thereof) is declared void, invalid or unenforceable, this voidness, invalidity or unenforceability will in no way affect the validity or enforceability of the remaining provisions of these General Terms and Conditions. In case of voidness, invalidity or unenforceability, the Parties will, to the extent possible, negotiate to replace the void, invalid or unenforceable provision with an equivalent provision that corresponds to the spirit of these General Terms and Conditions.

17.2. In case of conflict between these General Terms and Conditions and the Quotation, the provisions of the Quotation take precedence over these General Terms and Conditions.

17.3. The fact that Demolco fails to demand the strict application of one of the provisions of these General Terms and Conditions cannot be regarded as a tacit waiver of its rights and does not prevent Demolco from later demanding strict compliance with these General Terms and Conditions.

17.4. Neither this Agreement nor the rights or obligations arising from it may be transferred in whole or in part without the express written consent of both Parties.

17.5. The Agreement, including the Quotation and the General Terms and Conditions, constitutes the complete statement of the rights and obligations of the Parties with regard to the subject of the Agreement and replaces all previous agreements and proposals, both oral and written. The Customer declares to have taken note of the Conditions of the External Supplier(s) and to accept them. The Customer cannot derive more rights from the Conditions of the External Supplier than those contained therein. The Customer will fully indemnify Demolco for all fees, losses, liabilities or damage that Demolco would incur as a result of the Customer's breach of the Conditions of the External Supplier.

Version 1 October 2023. This is a translation for information purposes; the Dutch version prevails.