Terms and conditions

1. Definitions

• Terms and Conditions: these conditions for the supply of Services and/or Products, of which the Client has been able to take note beforehand.
• Services: the IT and network services offered by Demolco and described in the Quotation.
• External Supplier: a third party, specifically a manufacturer, seller and/or supplier of a Product.
• Demolco: the service provider Demolco BV, registered office at Meersemhof 12, 9050 Ghent, company number 0654.775.041, trading among other names as mijnwifi.be.
• Client: any legal entity that enters into an agreement with Demolco and acts for purposes within its business or professional activity, as named on the Quotation. "You" and "your" also refer to the Client.
• Personnel: employees, self-employed collaborators, subcontractors, consultants and other natural or legal persons directly or indirectly involved in providing the Services.
• Quotation: the offer of Services and/or Products drawn up specifically for and presented to the Client.
• Agreement: the agreement between Client and Demolco formed when the Client accepts a Quotation or otherwise expressly places an order, of which these Terms and Conditions form an integral part.
• Force Majeure: a situation in which performance of the Agreement is prevented for one of the Parties, wholly or in part, temporarily or otherwise, beyond its control. Including but not limited to: fire, war, terrorist attack, adverse weather, force majeure at an External Supplier, problems with third-party equipment, software or materials whose use was prescribed by the Client, government measures, internet outage, unavailability of third-party servers, strike, general transport problems and power failure.
• Parties: Demolco and the Client.
• Product(s): hardware and/or software of an External Supplier, including VoIP solutions and wifi systems, for which Demolco acts as reseller and to which the External Supplier’s Conditions apply.
• Conditions: the general and licence conditions applying to an External Supplier’s Products, which the Client expressly accepts and which form an integral part of these Terms and Conditions.

2. Applicability

2.1. These Terms and Conditions apply to all proposals, price calculations, Quotations and orders for Products and/or Services from Demolco, and to all Agreements between Demolco and the Client.

2.2. Save for written and express acceptance, any general or special conditions of yours, and those of third parties, are expressly excluded.

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

3. Duty to inform, and quotations

3.1. The Client is responsible for the accuracy and completeness of the information it provides to Demolco for the purpose of price calculations or Quotations. The Client declares that it has been fully informed about the capabilities of the Products and Services, and about the issues of adaptation, installation, integration or extension that may arise and their consequences for hardware, software or licences already installed. Demolco cannot be held liable in this respect.

3.2. All price calculations, Quotations and other proposals are indicative and non-binding, unless Demolco states otherwise in writing.

4. Term and termination

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

4.2. Where the Agreement is for an indefinite term, either Party may terminate on three months’ prior written notice.

4.3. If the Client terminates a fixed-term Agreement early, Demolco is entitled to compensation equal to the balance that would have fallen due over the remaining term, without prejudice to its right to further damages.

4.4. If the Client cancels an order wholly or partly before performance begins, Demolco is entitled to compensation of 40% of the value of the Services ordered and to the full purchase price of the Products, without prejudice to its right to demonstrate higher actual loss.

4.5. Without prejudice to its right to damages, Demolco may suspend or terminate the Agreement on non-payment at the due date, on a request for a stay of payment, bankruptcy, manifest insolvency, dissolution or liquidation of the Client, or on evidence or serious suspicion of fraud.

4.6. Either Party may terminate the Agreement if the other commits a proven gross fault or material contractual breach and fails to remedy it within thirty calendar days of being given notice of default.

5. Prices

5.1. Prices are stated in the Quotation and fixed when the order is placed and the Quotation approved.

5.2. All prices are in euro and exclusive of VAT and other taxes. Additional costs, such as transport, are stated and charged separately.

5.3. Demolco may adjust Product prices where this follows from a price change at the External Supplier.

5.4. Prices for Services may be indexed annually on 1 January using the formula: new price = base price x (0.2 + 0.8 x (new index / initial index)), where the base price is the price at the start of the Agreement, the initial index is the Agoria "reference wage cost, national average" index for the month preceding signature, and the new index is that same index for the month preceding indexation.

6. Invoicing and payment

6.1. Invoices are payable within fourteen calendar days of the invoice date, to the account number stated on the invoice.

6.2. An invoice not disputed in writing within five working days of dispatch constitutes irrevocable acceptance of the invoice and of the Products and Services stated on it.

6.3. On expiry of the payment term the Client is in default by operation of law and without notice. Conventional interest of 12% is payable, with a minimum of 250 euro, together with default interest of 12% per annum, calculated from the due date until payment in full.

6.4. On late payment Demolco may increase the invoice amount by 15% by way of liquidated damages, all costs of extrajudicial collection, legal proceedings and enforcement are borne by the Client, all unmatured claims become immediately due, and Demolco may suspend its delivery obligations wholly or in part.

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

7. Delivery

Delivery periods stated in the Quotation are purely indicative and not binding, unless expressly stated otherwise. Demolco undertakes only a best-efforts obligation to deliver as quickly as possible. Partial deliveries are permitted and can never justify refusal of payment or termination of the Agreement. Exceeding an estimated delivery period gives no right to compensation.

8. Retention of title and risk

8.1. Products supplied remain the property of Demolco until all amounts due under the Agreement have been paid in full.

8.2. Risk in the Services and Products supplied passes to the Client on delivery.

8.3. An External Supplier’s delivery conditions also apply to the Client.

9. Product warranty

Where Products are supplied, the Client expressly takes note of the warranty provisions in the External Supplier’s Conditions, which apply exclusively in that case. Demolco cannot be held liable for an incorrect choice of Products and is under no warranty obligation in respect of the Products supplied.

10. Performance of the services

10.1. Demolco may call on one or more Personnel and decides itself which person is assigned to the Services, and whether to replace them during the Agreement.

10.2. The Parties may, by mutual agreement, assign performance to different Personnel, whether temporarily or permanently.

10.3. If a member of Personnel no longer meets the requirements, brings the Client into disrepute, or reasonably no longer performs the Services in accordance with the Agreement, the Client may request a replacement. This does not release the Client from its obligation to pay for Services already provided. If Demolco agrees, it will make a replacement available as soon as reasonably possible.

11. Non-solicitation

11.1. The Client will not actively approach Demolco Personnel involved in the Services with a view to engaging them, from the start of the Services until twelve months after their end date or the termination of the Agreement, whichever is later, unless otherwise agreed in writing.

11.2. If the Client nevertheless engages or hires a member of Personnel, or uses their services under employment, on a self-employed basis or through a company, the Client will pay Demolco an amount equal to six months of that person’s remuneration, payable on the date they were first engaged or their services were first used.

12. Protection of personal data

12.1. Each Party will at all times comply with its obligations under applicable data protection legislation.

12.2. The Client undertakes not to give Demolco access to personal data, except where performance of the Agreement would be impossible without such access. In that case the Client remains solely responsible for determining the purposes of the processing. Where necessary, the Parties will govern such processing in a separate data processing agreement.

13. Liability and indemnity

13.1. To the maximum extent permitted by law, Demolco’s total liability for an attributable failure is limited to compensation for direct loss, capped at the fee payable by the Client for the specific Services or Products from which the loss arose. Where the Agreement runs for more than twelve months, that cap is the value of the amounts invoiced in the twelve months preceding the event causing the loss.

13.2. Demolco is in no event liable for indirect, incidental or consequential loss, including financial or commercial loss, loss of profit, increased overheads, missed savings, damage to goodwill, business interruption, claims by the Client’s own customers, disruption of planning, loss of capital, customers, data or opportunity. Nor for loss caused by the Client’s own fault or negligence, loss arising from the use of External Suppliers’ Products, loss caused wholly or partly by items brought into service at the Client after the Agreement was concluded, or third-party claims against the Client.

13.3. The Client indemnifies Demolco against all third-party claims arising from the Client’s breaches of these Terms and Conditions.

13.4. These limitations do not apply to loss caused by Demolco’s wilful or fraudulent misconduct.

14. Intellectual property

14.1. Unless stated otherwise in the Quotation, Demolco grants the Client a limited, non-exclusive and non-transferable right of use in the results of the Services performed, from the moment all invoices have been paid in full.

14.2. All intellectual and other property rights in the Products and Services, including adaptations and extensions, vest in Demolco or its licensors, or concern open source software.

14.3. Unless otherwise agreed, the Client warrants that it holds sufficient licences and rights of use, and indemnifies Demolco against loss arising from breach of this provision. The Client may not remove or alter any notice concerning confidentiality, copyright, trade marks, trade names or other intellectual property rights from software, websites, data files, equipment or materials. Reverse engineering is prohibited.

14.4. The Client takes note of the licence conditions and restrictions in the External Supplier’s Conditions relating to the Products ordered, which apply in full.

15. Force majeure

Demolco is not responsible for performing its obligations in the event of Force Majeure and may suspend them. Where Force Majeure lasts longer than two months, either Party may terminate the Agreement by written notice, without any compensation being due.

16. Governing law and jurisdiction

These Terms and Conditions are governed by Belgian law. Disputes concerning their performance or interpretation that cannot be settled amicably fall within the exclusive jurisdiction of the courts of the judicial district of East Flanders, Ghent division.

17. General

17.1. If any provision of these Terms and Conditions is declared void, invalid or unenforceable, in whole or in part, this does not affect the validity of the remaining provisions. The Parties will replace the provision concerned with a valid one that approaches the original intention as closely as possible.

17.2. These Terms and Conditions are drawn up in Dutch. Translations are provided for information only. In the event of divergence between language versions, the Dutch text prevails.