1. Applicability
1.1. These general terms and conditions apply to all offers, quotations, price quotations, purchases, orders, and concluded agreements between DATACON BVBA, with its registered office at 3550 Heusden-Zolder, Schootstraat 191, VAT BE 0894.069.190 RPR Antwerp Division Hasselt (hereinafter referred to as the "Supplier") and the customer (hereinafter referred to as the "Customer") regarding the delivery and licensing of a specific cloud software application (hereinafter referred to as the "Software"), as described in the specific terms on the quotation document. The online purchase of a subscription to the Software is considered as signing a quotation. The Customer expressly declares, in the context of this legal relationship, not to be a consumer within the meaning of the Economic Code.
1.2. By signing a quotation, a license agreement is created between Supplier and Customer, governed by the specific terms mentioned in the quotation and these general terms and conditions. No other general terms and conditions apply, even in the absence of explicit rejection by the Supplier.
2. License
2.1. The Customer is granted a temporary, non-exclusive, and non-transferable license (hereinafter "License") for the Software mentioned in the specific terms of the quotation, along with the accompanying documentation. This License includes the right to use the Software for the needs of the Customer's business. The Supplier retains all rights not expressly granted to the Customer by the License.
2.2. Restrictions on the right of use: The Customer shall only use the Software for internal use within their business and shall not make the Software available to third parties in any way, directly or indirectly, for a fee or free of charge. Only the use specified in the specific terms of the quotation is allowed. If the Software is allocated to a certain number of Users according to the specific terms of the quotation, "User" means any person working within the Customer's business (as a self-employed person, employee, intern, temporary worker, or in any other capacity, whether permanent, temporary, full-time, or part-time) and expressly designated as a User. Misuse occurs when the License is used by more than the number of Users specified in the specific terms of the quotation. If the Supplier suspects misuse, for example, by detecting an excessive number of created files, taking into account the Customer's activity, the Supplier reserves the right to suspend the License. The Supplier is allowed to monitor this, for example, by recording the number of IP addresses used for logging in. The Customer is responsible for imposing these conditions and ensuring compliance with them by each User.
3. Duration and Termination of the License
3.1. The License granted by the Supplier for the Software is limited in time and is valid until terminated. The License starts upon the Supplier's acceptance of the Customer's signed quotation regarding the order of the Software or the Customer's registration after ordering a subscription to the Software online.
3.2. The License is granted for a period of 12 months or 1 month, as specified in the specific terms of the quotation.
3.3. The 1-month License can be terminated at any time at the end of the current month. The 12-month License is terminable upon written notice at least 3 months before the end of the current period. In the absence of timely termination, the License is automatically renewed for consecutive periods of the same duration as the initial term. Termination can be done easily online at admin.onlinefact.be/account/ .
3.4. The Supplier has the right to unilaterally terminate the License in writing, without notice and without any termination notice, without the Supplier being liable for any compensation if the Customer becomes the subject of a dissolution, bankruptcy, liquidation, judicial agreement, cessation of payments, or protest or if it becomes insolvent or transfers all or a substantial part of its assets.
4. License Fee
4.1. The license fee is determined in the specific terms of the quotation. All stated fees are exclusive of VAT.
4.2. Unless otherwise provided in the specific terms of the quotation, the license fee remains unchanged during the initial contract period. Upon each extension of the contract duration, the Supplier is free to make price changes. The Supplier is obligated to communicate any price changes other than an indexation in a timely manner to the Customer to ensure timely termination by the Customer.
4.3. If new functionalities are added to the Software during a current contract period, the Supplier reserves the right to charge supplements for these. If the Customer does not wish to use these new functionalities, the Supplier guarantees the ongoing contract period at the then-current pricing, without applying these new functionalities.
4.4. The agreed-upon license fee may, at the Supplier's discretion, be indexed annually from the second anniversary of the agreement's effective date, based on the Agoria Index, specifically according to the formula below, with a minimum of 3%: V = Vo (0.2 + 0.8 S/So) Where: V = the new license fee; Vo = the old license fee; S = the Belgian Agoria wage index (national average) on the first of the calendar month preceding the price indexation; So = the Belgian Agoria wage index (national average) for the calendar month of the agreement's effective date.
5. Invoicing and Payment
5.1. As further determined in the specific terms of the quotation, the license fee is invoiced as follows: All license fees are invoiced in advance based on the accepted quotation document. No credit or refund will be issued for pre-paid licenses that are not fully utilized.
5.2. Unless otherwise specified in the specific terms of the quotation, each invoice must be paid within 30 calendar days from the invoice date. Complaints regarding invoices must be communicated to the Supplier by registered mail within 7 calendar days of the invoice date.
5.3. In case of non-payment on the due date, the amount due will automatically increase, without notice, based on the interest rate specified in the law of August 2, 2002, concerning combating payment arrears in commercial transactions from the due date. In addition, the amount due will be increased by 15%, with a minimum of 150 euros.
5.4. In case of non-payment of overdue invoices, the Supplier has the right either to suspend access to the Software until full payment is made or to terminate the License automatically and without further notice by registered mail.
5.5. For webshop orders, goods will only be shipped upon receipt of payment. Payments for the webshop are processed through our payment provider Mollie. Payment via iDeal is possible with ABN AMRO, ASN Bank, ING, Knab, Rabobank, SNS bank, SNS regio bank, and Triodos bank. It is also possible to pay with Bancontact, Belfius direct Net, KBC online, and ING Pay. Payment is quick , simple, and secure online through your own bank.
6. Delivery
6.1. Delivery of the Software occurs when the Supplier provides the Customer with the login code, username, and password. The Customer is responsible for ensuring compliance with the system requirements necessary to run the software correctly, as stipulated by the Supplier. These requirements are available upon request from the Supplier and are subject to change.
6.2. Documentation and manual: The Supplier provides the following documentation along with the delivery of the login code: - Technical description of the capabilities of the relevant Software. - Short manual.
6.3. Acceptance: The Customer has the option to request a trial period in advance. This trial period is entirely non-binding and free of charge. During this 30-day trial period, the Customer can try out the entire relevant Software package after receiving the trial account login. These general terms and conditions apply during this trial period. Any defects or damage to the Software must be reported to the Supplier in writing within 7 calendar days of delivery (receipt of the final login code, following the trial period if applicable). In the absence of such notice, the Customer is deemed to have formally and definitively accepted the Software. By this final acceptance, the Customer acknowledges receiving the Software in perfect condition and affirms that there are no deficiencies in the Software, and that the capabilities (accuracy, margin of error, functionality, etc.) of the Software are adequate for the Customer's intended use. In no case can the Customer, after acceptance, rely on any defect to reclaim or refuse to pay part or all of the license fee.
6.4. Datacon cannot be held liable if a package is returned due to an incorrectly entered address. Therefore, please double-check all your details. The delivery is made to the address indicated by the buyer. Datacon delivers your package within 1 to 3 business days within Belgium and within 1 to 5 business days within the Netherlands, always after receipt of payment. The specified delivery time is purely indicative and is in no way binding on the part of Datacon. An incorrectly provided address is the responsibility of the customer and may result in additional costs. Shipping costs are always stated separately. Datacon has the right to make partial deliveries.
6.5. Return: The buyer has the right to withdraw from the purchase, without any penalty and without stating a reason, within 14 days from the day following the delivery. The buyer must return the products at their own risk and cost, preferably in the original packaging and in an undamaged and unused condition. If you wish to withdraw from your purchase, please do so within fourteen calendar days from the delivery of your order. Notify Datacon in writing that you wish to withdraw from your purchase. By email, in a registered letter, or with a withdrawal form, which you can download here. Upon successful receipt of your return, complying with the return conditions, you will be refunded the amount paid, excluding shipping costs.
To be returned to:
Datacon BV Schootstraat 191 3550 Heusden-Zolder Belgium
7. Warranty and Liability
7.1. The Supplier guarantees the proper functioning of the Software in accordance with the specifications and functionalities mentioned in the specific terms of the quotation, provided that the Customer complies with the provisions of Article 7.3. The Supplier also guarantees regular maintenance and updating of the Software. The Supplier is entirely free to assess the necessity of certain maintenance work. The Supplier makes every effort, to the extent possible, to ensure online access to the Software 7 days a week and 24 hours a day, without any guarantee in this regard. This access may be interrupted, especially due to maintenance and updating, as a result of malfunctions, or for any other technical reason. Malfunctions or defects in the Software must be immediately reported by the Customer to the Supplier.
7.2. The Supplier, its suppliers, and/or partners shall in no event be liable for direct or indirect damages or loss of profit, compensation for the purchase costs of replacement products or services, loss of information or data, or any other special, indirect, incidental, or consequential damages arising in any way from the use or inability to use all or part of the Software by the Customer. In general, the Supplier, its suppliers, and/or partners shall in no event be liable for tort, contractual or product liability, or for any direct, indirect, or incidental damages, such as loss of business, loss of profit, loss of opportunity, (business) damage, business interruption, or (personnel) costs, even if such damages result from gross negligence or repeated faults caused by the Software (including technical operation or unavailability), computer viruses, computer crimes, hacking, and even if the Supplier has been informed of such damages. The Supplier cannot be held liable if the above-mentioned damages result from a defective operation of the computer configuration, whether due to external factors (power failure or disruption, lightning strike, etc.) or due to factors specific to the configuration (defects, network failures, errors in system and application software, etc.), nor for a defect caused by software for which the Supplier is not responsible. The Supplier shall not be liable for the (timely) provision of the Software license use in case of force majeure, unrest, or total or partial strikes, especially of communication means, flooding, fire. The Supplier can never be held liable for damage due to the unlawful use of the License granted to the Customer (e.g., by misuse of the username and/or password chosen by the Customer). In case such misuse is established, the Customer shall immediately change their username and/or password and cooperate to terminate the misuse. In no event shall the total liability of the Supplier and its suppliers and/or partners exceed the amount of the invoiced license fee (annual license fee or the total of non-annual license fees calculated over a one-year period) of the Software (which is the cause of the damage). In case of unlawful use of the Software by the Customer, in violation of these license terms, the Customer shall owe the Supplier a lump sum compensation estimated at 5 times the value of the licensed Software, per established infringement, without prejudice to the Supplier's right to claim higher compensation.
7.3. The Customer is responsible for: - Using the Software in accordance with the instructions and user manuals provided by the Supplier and in a suitable environment. - Using a secure system (devices, hardware, and software), installing the necessary antivirus programs, and regularly updating them. The Customer shall also guarantee that all Software included on a particular device or data carrier is deleted in advance if this device or data carrier changes ownership, is wiped out, or destroyed, or in case of termination of the License. In the latter case, the Customer shall also destroy all related documentation and manuals. Liability and warranties on the part of the Supplier are excluded in the aforementioned cases.
8. Content of the Software
All information provided on the Software is purely informational. The Supplier makes no warranty regarding the accuracy or currency of the information offered on the Software. Information from legal and regulatory texts is included solely for information purposes. No other rights or obligations can be derived from them other than those arising from approved and published legal texts. The Supplier is not responsible for the accuracy of third-party information used by the Supplier on the Software, nor for the content, privacy policy, and operation of other websites referred to by the Software.
9. Intellectual Property
9.1. The Software, including the texts, structure, layout, graphic components, presentation, logos, and all other elements contained in the Software, are protected by the intellectual property rights of the Supplier and/or its potential suppliers or partners. These intellectual property rights include, but are not limited to, copyright, neighboring rights, and trademark rights. The Customer agrees that, in order to protect the intellectual property rights of the Supplier, unless expressly and in writing authorized by the Supplier and unless expressly permitted by mandatory legal provisions, neither the Customer nor any third party on behalf of the Customer shall do the following: (i) Decompilation, disassembly, or decryption of the Software, in whole or in part. (ii) Modification of the Software, in whole or in part, or creation of derivative works from it. (iii) Use of the Software, in whole or in part, to provide computer services to third parties. (iv) Transmission or provision of the Software, in whole or in part, via the internet or any other network. (v) Copying, selling, distributing, transferring, translating, disseminating, displaying, reproducing, publishing, renting, leasing, sublicensing, or otherwise transferring the Software, in whole or in part. (vi) Modifying or removing, in whole or in part, the ownership and copyright notices in the Software. The above provisions also apply to source codes, technical documentation, help texts, and user manuals of the Software. In the event of a breach of these intellectual property rights, immediate suspension of the login will follow, without prejudice to the possibility of civil and criminal prosecution.
9.2. The Customer remains the owner of the data entered into the Software by the Customer (or a User). The Supplier undertakes not to access the confidential data entered by the Customer through the Software, except with the explicit consent or at the explicit request of the Customer, if it is absolutely necessary for technical reasons or after notification by the Customer of a technical problem in a specific file. The Supplier also undertakes to treat the data of which it may have become aware in those circumstances as strictly confidential, respecting and observing the Customer's professional secrecy. Upon termination of the License, access to this entered data shall expire, but the Supplier shall transfer all output reports to the Customer and destroy this data in accordance with GDPR regulations.
10. Privacy and Protection of Personal Data
10.1. Regarding the collection and use of personal data, the Supplier refers to its privacy statement, the most recent version of which will always be available on the website www.onlinefact.be. The privacy statement may be modified by the Supplier. If the policy is substantially changed, notice will be provided on the website, and the updated privacy statement will be published on the website.
10.2. The Supplier expressly reminds the Customer of their obligation, as data controller, to take the necessary measures and build protection mechanisms for the customers of the Customer in accordance with the latest legislation on the protection of personal data. In the event of a legal relationship between the Supplier as a data processor of personal data and the Customer as a data controller, that legal relationship shall be governed by the specific terms to be included between them.
11. Changes
The Supplier has the right to change these General Terms and Conditions. The most recent version will always be available on the website www.onlinefact.be, and new versions will always be communicated to the Customer by email, after which the new terms and conditions will be deemed accepted by the Customer and will come into effect thirty (30) days after notification, except for written notice of protest to the Supplier.
12. Severability - Independence of Provisions
If any part or clause of these General Terms and Conditions is unenforceable or in conflict with a provision of mandatory law, such unenforceability shall not affect the validity or enforceability of the other provisions.
13. Applicable Law and Jurisdiction
The legal relationship with the Supplier (the license agreement) is subject to Belgian law. In the event of a dispute, an amicable solution will be sought before any legal action. In the absence of an amicable settlement, the courts of Hasselt and the courts of Antwerp shall have exclusive jurisdiction.