General contract terms and conditions of BVBA Smart Indupro
(hereinafter COM - ONE )
Chapter I - General Provisions
Article 1 - Applicability of these conditions
- These general contract terms and conditions apply to all offers, orders and agreements and with regard to the delivery and/or rental of goods and/or services by COM-ONE . In these general contract terms and conditions, " COM-ONE " stands for the company that enters into the agreement with the Customer, as evidenced by the quotation and invoicing. Customer acknowledges and confirms prior to each transaction to have taken notice of these conditions and these accept explicitly.
- These general contract conditions always apply, regardless of any deviating conditions of the Client. Deviations from these general contract terms and conditions only apply insofar as they have been previously agreed explicitly and in writing by the parties .
- The present conditions also apply to all agreements and with COM-ONE in which third parties must be involved for the implementation.
- If any provision (or any part of it) of these general contract terms and conditions should be illegal or void, such provision (or the relevant part thereof) may be severed from the rest of the general contract terms and conditions and the remaining provisions of the general contract terms and conditions remain unaffected. in effect.
- COM-ONE reserves the right to adapt its general terms and conditions at any time to the prevailing legislation, prevailing case law, as well as to the customs in the sector and changes in relation to its corporate purpose. COM-ONE undertakes to communicate any change to its general terms and conditions with the Customer, so that it can actually take note of it. If the Customer subsequent billing due COM- ONE- compliant, is the customer considered the amended terms to accept, subject to proof.
Article 2 – Establishment of commitments and agreements
- Offers drawn up by COM-ONE are valid for 30 days or for a shorter period if so stated in the offer. As long as the offers are not expressly accepted by the customer, they are only of an informative nature and they can be withdrawn at any time or modified by COM-ONE . Unless stated otherwise, the quotation does not include installation, operation, assembly or transport, etc. Unless stated otherwise, the prices in the offers are always exclusive of VAT.
- The offer made by COM-ONE constitutes , together with the general conditions witch The customer explicitly acknowledges having read these terms and conditions and agrees to them completely without reservation, as acceptance of the offer by the Customer (either expressly by signature or implied, to start of execution thereof) a binding agreement between the Customer and COM-ONE (the “ Agreement ”). Definitely accepted offers / signed order forms can no longer be canceled by the Customer, unless explicitly agreed upon in writing.
- For activities for which by their nature no order confirmation is sent, the invoice also counts as order confirmation. The invoice is deemed to reflect the agreement correctly and in full.
- COM-ONE reserves the right at all times to refuse assignments and / or orders without stating reasons.
- In case of repeated contracts between COM-ONE and the Customer, no rights can be derived from the repetitive nature . In other words, no common practice is established.
- Contracts are made under the principle of the “unit prices” stated in the offer. The prices stated in catalogs, on websites and similar media are purely indicative. The prices stated in the quotation will only be deviated from by express mutual agreement, on the understanding that any deviation only relates to the specific transaction and can never be invoked as a precedent for subsequent transactions.
- The parties confirm to the extent necessary that the communication between them can be validly implemented by fax or an e-mail, unless otherwise defined in these terms.
- Each agreement is entered into on the suspensive condition that the Client is sufficiently creditworthy for the fulfillment of his payment obligations in accordance with the agreement. COM-ONE has the right, at or after entering into the agreement, before (further) performance, to ask the customer a deposit of any size whatsoever and / or to require security to both the payment and the other obligations of the customer will be satisfied in accordance with the COM-ONE agreements. Non-payment of the advance has a suspensive effect in favor of COM-ONE , and COM-ONE will have the right to review any agreed execution times at its sole discretion. If in the meantime the unit prices are increased, these increased prices will apply. Without prejudice to any other rights of COM-ONE, it reserves the right , in the event of staggered delivery, to suspend or cancel the remaining partial deliveries, without prejudice to its right to compensation.
Article 3 - Performance of the Agreement
- COM-ONE will execute the agreement to the best of its ability and in good faith. Given the specific subject matter and the many external factors, COM-ONE can of course only guarantee what it actually delivers itself and, as in Chapter III, art. 2.4 of these general terms and conditions, only entered into an obligation of means.
- If and to the extent that the good performance of the agreement requires this according to COM-ONE , COM-ONE has the right to have certain activities performed by third parties.
- The Client will ensure that all data, of which COM-ONE indicates that they are necessary or of which the Client should reasonably know that they are necessary for the execution of the agreement, are provided to COM-ONE in a timely manner . If the data required for the execution of the agreement is not provided to COM-ONE in time, COM-ONE has the right to suspend the execution of the agreement and / or charge the customer the additional costs resulting from the delay according to the usual rates .
- COM-ONE is not liable for damage, of whatever nature, caused by the Customer providing incorrect and / or incomplete information.
Article 4 - Delivery time and delivery
- 1. Unless expressly and in writing otherwise agreed, all by COM-ONE delivery terms are indicative and is one of them exceeded no grounds for any liability or damages, Nor does it give the customer the right to cancel the agreement and/or refuse the purchase.
- 2. Unless otherwise specified, the goods are delivered EXW (Ex Works - Incoterms 2010) in the offices / warehouses of COM-ONE. The risk of loss, damage and theft is transferred to the Customer at the time of delivery. The goods are always transported at the risk and expense of the Customer. Goods that are the property of the Customer and must be transported are always transported at the risk and expense of the Customer. The risk’s the responsibility of the customer have been calculated in the price agreed between the parties.
- 3. Partial and / or staggered deliveries are allowed. If the goods are delivered in batches, COM-ONE is authorized to invoice each part separately.
- 4. The Customer is obliged to take delivery of the purchased / rented items at the time when they are delivered to him, or at the time when they are made available to him in accordance with the agreement .
- 5. If the Customer refuses or fails to provide information or instructions necessary for the delivery , the goods will be stored at his disposal at his expense and risk. In that case, the Customer will owe all additional costs, including in any case the storage costs.
- 6. If the agreement concerns work on site , the Client must ensure that the work can commence within a reasonable and / or agreed term , including by making the workplace easily accessible for COM-ONE staff , by COM-ONE appointed third parties and the materials to be supplied , all in accordance with the relevant BIPT regulations . In addition, the customer must provide the necessary power connections and good working light to be provided, provide auxiliary implements such as lifts and scaffolds as necessary and to ensure that third-party work do not obstruct progress of work. The Customer is responsible for all additional costs, if the above conditions are not met.
- 7. COM-ONE reserves the right to reduce the cost of the work to adjust correspond accordingly the agoria-index and in which the adjustment will be made in accordance with the calculation tool that can be found at https://www.eclecticsite.be/amorti/ agoriaIndex.htm . This adjustment may only be made if a period of at least 3 months has elapsed between the signing of the contract and the placing in service.
- 8. In the event that the placing in service cannot take place on the planned date for reasons for which COM-ONE can be held liable, the Customer will be able to claim a maximum compensation of 0.5% per full week of delay of the value of the part of the installation that is not actually may be put into service due to the delay. The total consideration may not exceed 5% of that value.
- 9.In the event that the placing in service cannot take place on the planned date for customer reasons, this last delay will be due to a flat-rate fee per started month for each month equal to 1% of the value of the (rented and/or sold) materials and 5% of the installation costs.
- 10 . For all exports outside the EU, both for sales and leasing, obliges the customer himself to promptly provide the necessary customs documents COM-ONE and this considering that the deliveries still EXW Ingelmunster happen (for sale = Single Document, for renting = Single Document or ATA carnet for proof of temporary export). All costs associated with these (temporary) exports are at the risk and expense of the Customer. The risk’s the responsibility of the customer have been calculated in the price agreed between the parties.
- 11. The term “additional works and supplies” includes all works and supplies ordered by the Customer and / or imposed by BIPT after the signing of this contract , such as :
1. Repairs for damage and / or loss
2. Relocations of the installation
3. Modification of the installation
4. Additions, conversions, and / or reversals of peripheral devices
5. Extensions and/or reductions in the equipment of the plant.
The additional works and deliveries may only be ordered by COM-ONE.
The provisions of this contract automatically apply to additional works and deliveries .
- The additional works and deliveries may be ordered orally. They may be performed by COM-ONE without having to be confirmed to the Customer . For additional works and supplies that entail an amendment to the user contract (see Chapter II, Article 2. 18) , COM-ONE may refuse to carry out the execution as long as an addendum to this contract has not been signed first. If such an attachment is not signed, the invoice from COM-ONE will serve as an attachment .
- Additional works and deliveries are charged according to the stocks in force at COM-ONE at the time of execution . COM-ONE reserves the right to demand payment of part or all of the relevant price for the performance.
Article 5 - Amendments and dissolution of the Agreement
- 1. If a change or supplement to the agreement has financial and / or qualitative consequences, COM-ONE will inform the Customer about this in advance. Verbal promises and / or changes to agreement (s) are only binding after explicit written acceptance by COM-ONE .
- 2. Without prejudice to any other rights or remedies, COM-ONE is entitled to proceed to immediate termination of the contract(s), without prior judicial intervention in the following cases:
A. If the Customer fails to fulfill its obligations. in accordance with the agreement to satisfy (in particular the payment of monthly bills!) ;
B. If, after the conclusion of the agreement, COM-ONE receives information showing that there is a well-founded fear that the Customer will not be able to fulfill all of its obligations. This is the case , among other things, when the normal monthly payments no longer go through the provided direct debit and this despite the increase of 15% of the invoice amount due to this negligence. The Customer is obliged to provide all information in this context upon simple request from COM-ONE .
C. If COM-ONE has asked the Customer to provide security for the fulfillment of the agreement at the conclusion of the agreement , or during the execution thereof, and this security is not provided and / or insufficient;
D. In case of bankruptcy, liquidation, insolvency or cessation of payment of or by the Client.
E. In case of the submission of a voluntary request for judicial reorganization or WCO (within the meaning of the Belgian Law of January 31, 2009 on the continuity of companies) by the Client, provided, however, that the Client does not within thirty (30) days upon receipt of a request from COM-ONE to the effect that it will continue to perform the Agreement and fulfill all of its obligations therein .
- In case of dissolution in accordance with article 5 .2. above, all claims of COM-ONE on the Client are immediately due and payable and the Customer shall be bound by all COM-ONE delivered or provided goods within 24 hours after receipt of written notice by COM-ONE to COM ONE . In case the Customer the goods does not return within 24 hours, will COM ONE and / or its appointed - without degradative uk to do any other rights - are entitled to the premises , where the property is located , to enter to return the goods to take possession of. The Customer must cooperate in this and pay the costs of removing the goods by COM-ONE separately .
- In case of termination of the agreement by COM-ONE , it is not obliged to pay any other compensation than the repayment of the advance if it has been paid.
- At any time of the contract has the customer the right , and without complying with a term , this contract saying. The cancellation fee between the parties in this case, estimated at 60% of the remaining contract value except for cancellation during the last year in which the fee can not be less than 12 times the monthly fee. The user fee remains payable until the moment of handing over the goods that COM-ONE made available to the Customer .
- In the event that the agreement is terminated as provided for in the cases under article 5 .2. , the same fixed and irreducible compensation will be charged as provided for in Article 5 .5. of these general terms and conditions .
Article 6 - Advice and information
- 1. Advice given by COM-ONE can ever release the Customer from the obligation to investigate the suitability of the goods for the purpose intended by the Customer. The same applies to information about the composition of goods and applications. COM-ONE accepts no liability for advice (oral or written).
Article 7 - Intellectual property
- Execute the command by COM ONE does not transfer any intellectual property rights held by COM ONE in . All intellectual property rights created during, or resulting from the implementation of the assignment belong to COM ONE . For example, all technical designs that are part of the assignment and whether or not form a working technical whole, will always remain the property of COM-ONE and the Customer will always be obliged to safeguard this property right of COM-ONE and with its clients and / or enforce customers.
- It is the Customer expressly prohibited products which intellectual property rights COM ONE contained, or products that have an intellectual property related to the use of which COM-ONE has acquired user charges, - including in any case, but not exclusively : computer programs, system designs, working methods, advice, (model) contracts, report templates, macros and other mental products - to be reproduced, disclosed or exploited.
- The Customer is not permitted in the paragraph above without prior written consent of COM-ONE to third parties to make, other than to obtain an expert opinion on the performance of the Work by COM-ONE . In that case, the Client will impose its obligations under this article on the third parties engaged by it.
- The Customer will have to pay a fixed compensation of € 10,000 per infringement, but COM-ONE reserves the right to prove the actual damage suffered.
Article 8 - Invoices and Payment
- All invoices are payable in cash, unless a payment term is agreed in writing.
- All amounts owed to COM-ONE must be made in full without any deduction, discount or settlement by deposit or transfer to an account specified by COM-ONE. Without prior written agreements about this, payment can never be postponed for all or part of the amount due.
- If payment terms are allowed, they will expire by operation of law and without prior notice of default due to the mere fact of not respecting an interim due date or term . The full balance is then immediately due, plus the applicable default interest and costs.
- Complaints or disputes must be notified to COM-ONE by registered letter within 7 working days following the invoice date to be admissible. Disputes, for whatever reason, an invoice or part thereof by the Customer gives it no right to the payment of overdue invoices to maintain, even partially.
- If the customer is unable to meet its payment obligations, is it default interest on the outstanding amount due (in accordance with the special interest rate stipulated in Article 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions) without any above notice of default or legal intervention is required. In addition, the Client will owe a lump sum of damage of 10% of the total invoice amount, with a minimum of 200 euros, without prejudice to COM-ONE's right to full compensation. All legal and extrajudicial costs COM-ONE , including for costs of internal and external advice, which COM-ONE resulting from the breach of any (payment) obligation by the Client , shall be borne by the Customer. Payments made by the Client always serve to repay all interest and costs owed and subsequently payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
- Bills of exchange, checks, assignment, payment by third parties or credit no novation effect nor any amendment to the provisions of the simplify arrival.
Article 9 - Liability
- The provision of all services by COM-ONE is a best efforts obligation. COM-ONE is responsible for the delivery of the Service up to the connection point to the network of the Customer.
- COM-ONE does not provide any guarantee with regard to the functioning of the Service. The failure or reduction of the quality of the Service cannot - except in case of intent or serious error - give rise to any liability on the part of COM-ONE.
- COM-ONE and its partners undertake to maintain the quality of the Service in accordance with the quality criteria as they apply in the sector where identical services are reinforced.
- In no event shall COM-ONE, including its employees, agents, subcontractors and suppliers, be held liable for, inter alia:
- failure of the Service to meet the objectives set by the Client.
- the content of the information transferred by the Customer through the Service or made accessible to third parties and vice versa.
- the misuse or fraudulent use of the Service by the Customer or a third party.
- technical failures or breakdowns caused by network failures or the maintenance of the telecommunications facilities required for the Service, such as telephone connection, (computer) equipment and the associated software.
- the choice, use and objectives envisaged by the Client with regard to the Service.
- the duration between the request for the Service and its actual delivery or connection, any late connection or rejection of the request for the Service.
- costs, fees or damage caused by the Customer's failure to perform its obligations under the Agreement.
- a breach by the Customer of legal provisions.
- all possible damage with regard to information and computer files or data that may arise as a result of the use by the Customer of the Service, of the network and of the equipment relating to the Service.
- the access times to the Internet, the delays in the transfer of data or its quality and any access restrictions to networks and servers connected to the Internet.
- COM-ONE cannot be held liable under any circumstances for possible indirect or consequential damages, for any claim whatsoever, such as redundant or technical unemployed personnel, any commission, commercial damages, loss of data, loss of turnover, loss of profit, loss of an opportunity, of clientele and / or of orders, reduction of commercial prospects, increase of costs, loss of anticipated savings, even if foreseeable.
- The Customer will indemnify COM-ONE against all costs, compensation, damage, claims, expenses and proceedings arising from third party claims in connection with the Customer's actions, errors or omissions.
- In all cases where COM-ONE is liable to Customer under the Agreement, COM-ONE's aggregate liability is limited to the lesser of either (i) the aggregate of payments made under the Agreement. the Customer to COM-ONE in a period of 6 months prior to a claim giving rise to the liability of COM-ONE, or (ii) 500 €.
- Complaints or disputes with regard to the Service must always be sent by registered letter to COM-ONE:
- for delivery of goods within 7 calendar days after delivery;
- for the provision of Services within 7 calendar days after connection or after a claim.
In the absence of a dispute within the aforementioned term, the Services and products delivered are deemed to have been irrevocably and unconditionally accepted.
- Without prejudice to the above, the Customer expressly acknowledges that COM-ONE does not bear any responsibility with regard to changes made to or improper use of goods delivered by COM-ONE by the Customer or third parties .
- COM-ONE is not a professional custodian of CUSTOMER goods. Since custody is not the main activities of COM-ONE is one, it shall be no fee charged and done each safekeeping of goods CUSTOMER in execution of the agreement at risk and expense of the Customer. COM-ONE is in no way liable for loss, theft or any damage whatsoever to the goods placed in safekeeping.
Article 10 - Force majeure
- Notwithstanding any provision in these general contract terms and conditions, COM-ONE is not liable to the Customer for any loss or damage that the Customer may suffer as a direct or indirect result of the fact that the delivery of goods and / or services is hindered, delayed, impossible, significantly more difficult, expensive or rendered unprofitable by COM-ONE by circumstances or events beyond COM-ONE 's reasonable control , including (but not limited to) military force, war, riot, strike (including the company COM-ONE ), lock-out , trade dispute or labor riots, accidents, breakdown of plant or machinery, fire, flood, storm, difficulties or increased costs for finding labor, materials, supplies or transportation.
- As long as the force majeure situation persists, COM-ONE 's obligations will be suspended. If the period of force majeure lasts longer than 14 days, both parties are authorized to simplify arrival to cancel without in this case, any obligation to pay compensation.
- If COM-ONE has already partially fulfilled its obligations when the force majeure commences, or can only partially fulfill its obligations, it is entitled to invoice separately for the already performed and / or the still executable part and the Customer is obliged to pay this invoice as if it were a separate o simplify arrival .
Article 11 - Applicable law
All questions and disputes regarding the validity, interpretation, implementation, performance or termination of these general contract terms and conditions or any offer, order and / or agreement will be governed by and interpreted in accordance with Belgian law. The application of the Vienna Sales Convention is expressly excluded. The Customer expressly acknowledges the jurisdiction of the Courts of the judicial district of Ghent , Belgium.
Article 12 - General clauses
- The Customer may transfer its rights and obligations under this contract either in whole , or in part to any third party except upon prior written consent of COM ONE . However, this agreement does not relieve him of his responsibilities. The Customer may not sublet the installation in whole or in part.
- Failure to pay the filing fees and / or installation costs, the use of price or costs for additional work and deliveries Com-One terms and conditions apply.
- In the event of a complete non-functioning of the installation for more than 48 hours as a result of a proven shortcoming of COM-ONE , its liability will in any case remain limited to twice the usage price due for the duration of this non-functioning.
- Prior to the conclusion of the contract, the Customer has actually taken note of the general terms and conditions of COM-ONE . These terms and conditions form an integral part of these general terms and conditions.
- COM-ONE reserves the right to the rights and obligations of this contract to be made to a third party, subject to prior notification to the Customer .
- The Customer expressly declares to have been informed of the consequences of using a VOIP connection for calling the emergency services, which can only recognize the address of the Customer 's seat as the place from which the call was made. Therefore, the Customer expressly declares to inform all users of the installation about the use of the emergency numbers and to contact them preferably exclusively via a GSM telephone with the conventional network.
- The Customer expressly noted to be the fact that the recording function is subject to certain legal requirements and COM-ONE bears no responsibility whatsoever if the customer would record conversations without the consent of the called and / or call l party (and ). The same applies when using the drop-in function provided on the platform. Here too, the Customer must explicitly point out to the other user the possibility that conversations can be followed and recorded inaudibly. The application of the privacy rules of the country in which the installation is established must be strictly observed by the Customer.
Chapter II - Specific Bepal creations to epassing on sale, lease and provision of services (including VOIP)
Article 1 - Sale of the goods
- In principle, the goods are always rented and they stay at all times the property of COM- ONE . Only when this out expressly provided otherwise , the goods may be purchased by the customer. The goods remain the property of COM-ONE until full and final payment of the price, including all transport costs, taxes and default interest. Until then, COM-ONE always retains the right to full reimbursement, regardless of partial payments. This implies a prohibition on sale, assignment, contribution or transfer free of charge, as well as a prohibition on making changes, divisions or additions by the Customer or third parties. COM-ONE and / or its appointees have , if the customer does not fulfill its obligations, the right to the premises (Customer or any third party) which enter the goods are to repossess the goods back . The Client must cooperate in this. The Customer will make every effort to safeguard the ownership of COM-ONE . For example, the Customer will immediately notify COM-ONE if this right of ownership is compromised, among other things by an attachment of the goods of COM-ONE at the Customer.
- COM-ONE does not have to guarantee the defects that are visible and that the Customer has or could reasonably have observed upon delivery. To be admissible to complaints relating to defects immediately and no later than within five (5) calendar day and after delivery, and in any case before any use of the goods in writing by the customer reported to be. All other complaints with regard to sold goods must be reported to COM-ONE in writing within a period of no later than eight (8) calendar days after delivery.
- In the case of assignments that involve full or partial acceptance, the acceptance will be tacitly when delivered in whole or in part and / or is taken into service or taken possession of without reservation, or when the Client or third parties themselves perform work on the delivered goods. Acceptance through delivery covers all visible defects. Given the nature of the work and activities of COM-ONE, the delivery of contracting works takes place in one phase, which is immediate and final.
- COM-ONE is only liable for its subcontractor when it concerns a pure and direct subcontracting . As soon as COM-ONE does not have the free choice of subcontractor, or as soon as it appears during the works that the Customer turns directly to the subcontractor, all liability of COM-ONE in question lapses , so that any subsequent invoicing is considered as technical processing. The Client cannot make the fulfillment of its own obligations towards COM-ONE dependent on documents, data or calculation methods related to the subcontracting contract , unless expressly agreed otherwise. The Customer is responsible for the delivery and the utilities (such as for electricity, water and heating).
- Without prejudice to any other provision of these general contract terms and conditions, COM-ONE can never be bound by more than what its suppliers and subcontractors are obliged to do towards COM-ONE , or to the amount of the guarantee that it itself became. provided.
- When selling second hand articles , COM-ONE does not give any guarantee on the goods. The Customer buys the goods the state as they are, without any liability or warranty on the part of COM-ONE .
Article 2 - Rental and delivery of services (including sales in the latter case) (including network management)
- The Client also includes “the tenant”; by “lessor” is understood COM-ONE .
- If COM-ONE cannot fulfill its delivery obligations, for whatever reason, COM-One will inform the customer as soon as possible and propose possible alternatives. If these alternatives are not accepted by the customer, the customer will only have the right to enter into the agreement cancel without any charge for the customer. Any further liability or compensation from COM-ONE is excluded.
- The rented goods remain at all times the property of COM-ONE or, as the case may be, of its affiliated companies. The lessee will only use the goods for the purpose for which the goods were manufactured. The tenant guarantees COM-ONE to be familiar with the operation of the goods. The tenant will treat the goods properly and ensure a proper and safe storage place.
- The tenant is always responsible for damage, loss or theft of the leased goods until they are returned to COM-ONE warehouses. The renter will immediately report any damage to or loss of the rented goods to COM-ONE and will immediately return these goods or compensate for damage to COM-ONE . Also, the tenant in the event of theft or vandalism will report this to the police as soon as possible in the place where the theft took place, or the vandalism was done, and will send a copy of this declaration to COM-ONE. The renter will reimburse COM-ONE for the cost of repair or replacement of the rented property and for the loss of rental income during the period required for repair or replacement, to the extent that such period exceeds the agreed rental period paid for by the renter . The tenant will insure the goods against damage and loss (including theft) during the time that these goods are available to the tenant. COM-ONE is entitled at all times to request the policy and proof of payment of the premiums.
If the tenant does not endorse any appropriate insurance (or fails to demonstrate this to COM-ONE ), or in case the tenant requests COM-ONE will COM ONE or any of the met its affiliates take out insurance to cover the risks of accidental damage to, and loss or theft of the rented goods, in accordance with the conditions stipulated in the Special Conditions “Accidental Damage and Theft - Distance from Recovery”, at the expense of the tenant .
- The tenant is responsible for all damage caused to third parties by materials of COM-ONE regardless of their condition. The tenant will insure himself against all damage caused by his own deed or defects in the materials.
- The lessee shall at all times to COM-ONE, or by a COM-ONE authorized , give access to the buildings or premises where the goods are located, in order to inspect the presence and / or condition of the goods. COM-ONE is at all times entitled to remove the goods from the tenant or his holder if the tenant does not fulfill his obligations. The tenant must cooperate in this.
- The tenant is responsible for all necessary on-site inspections and all permits and / or authorizations for the use of rented goods.
- The tenant must make sure that the leased goods were in good condition delivered to him. The receipt of the goods by the hirer or his carrier, without a note on the consignment note or the receipt or other form of confirmation of receipt, serves as proof that the shipment has been delivered complete and in good condition.
- Any malfunction of the rented goods must be reported immediately and in writing to COM-ONE under penalty of inadmissibility of the complaint.
- All goods must be returned in their original condition: repairs, alterations or other modifications made to the goods by the hirer or third parties are expressly prohibited without the written consent of COM-ONE , and any damage and / or costs resulting from this will be recovered from the tenant.
Duration of the agreement :
11. The rental and use period commences on the day of commissioning and ends on December 31 of the fifth year following the year of commissioning. If the contract is not terminated by means of a registered letter from one of the parties sent at least six months before the expiry of the period of use, it will be tacitly renewed for a consecutive period of 12 months. At the end of this additional period, the contract can only be terminated by means of a registered letter and on six months' notice.
12. At any time during the contract, the Customer has the right to terminate this contract without observing a term. The termination fee is in that case estimated between the parties at 60% of the remaining contract value, with the exception of the termination during the last year where the payment cannot be less than 12 times the monthly fee. The usage fee remains payable until the moment of return of the goods that COM-ONE made available to the Customer .
13. At the end of the contract, the Customer will return the material to COM-ONE . Dismantling and transportation will be performed by COM-ONE . The costs thereof are borne by the Customer .
14 . Late return of the rented goods will at all times be charged and increased by the resulting costs.
15 . Early return of the goods does not give rise to price reductions, the agreed price for the entire rental period will be charged.
Usage price and guarantee:
16. The user price stated in the special terms and conditions is a monthly fee composed of a part “use of the goods and the platform ”, a part “ technical assistance and helpdesk” and a part “connection costs and call credit” .
17. The user price is payable from commissioning. It is calculated proportionally for the month of commissioning itself. The user price for the next month and the following months is always payable on the date of first use and this until the end of the first period of the agreement . Afterwards, the due date is always the 1st of each month.
18. When adding or exchanging peripherals or additional services and expanding the equipment of the VOIP exchange, the user price will be increased on the basis of the conditions in force at the COM-ONE at that time . In the event of taking back or exchanging the peripheral equipment and in the event of a reduction in the equipment of the plant, the Customer will no longer have to pay the part of the usage fee related to the returned material or the reduction of the equipment, provided that he pays a cancellation fee equal to the user charge still due until the end of the entire period of use that relates to the material taken back, with a minimum equal to the cost of use of one year.
19. The user fee varies in accordance with the price revision formula as determined below , insofar as no use has been made of the price guarantee for the first period of 60 months.
20. The deposit is equal to six months plus rent and is payable in cash upon signing the contract. COM-ONE reserves the right to adjust the guarantee to the evolution of the user fee so that it always remains equal to six months and user fee . (Only applicable if provided for in the special conditions)
The maintenance :
21. The technical assistance is provided by COM-ONE in accordance the provisions of "technical assistance and help desk agreement" which can be consulted on helpdesk.com-one.be and which forms an integral part of the present contract . Prior to entering into the contract, the Customer has actually taken note of the provisions of the agreement “technical assistance and helpdesk ” . The Client explicitly accepts the provisions included in this agreement. The agreement “ technical assistance and helpdesk ” is an integral and mandatory part of the user agreement .
22. The Client will strictly observe the provisions of the technical assistance agreement and of the BIPT conditions regarding maintenance .
23. The premium “ technical assistance and helpdesk ” is included in the user fee .
24. The Customer undertakes to take out an insurance policy for electrical and electronic installations, with automatic adjustment. This insurance will be maintained throughout its useful life. Any loss or damage shall be immediate and final within 24 hours of COM-ONE be communicated. Only COM-ONE is allowed to perform the repair.
25. If, after submission, the Client is not in possession of an insurance policy, the Client is deemed to be personally liable for any loss and damage that occurs.
26. COM-ONE can ask for the proof at all times of the insurance contract and payment of the premium. If the Customer fails to provide this proof, COM-ONE can consider the agreement as terminated and this as provided in Chapter II, Article 2, 12 of this agreement. The resulting damages will then also apply.
Technical and administrative clauses:
27. When signing the contract, the Customer will communicate to COM-ONE the identity and address of the owner (s) of the premises where the goods will be set up. COM-ONE has permission to communicate the existence of this contract to the owner, the lessor of the premises, the mortgage creditor or the creditor for whom the business serves as collateral.
28. Except with the prior written consent of COM-ONE , the Customer may not connect any other material to what has been made available, sold or installed by COM-ONE .
29. COM-ONE guarantees that the quality of the service provided by the telephone system will be maintained for the entire duration of the contract, even after any repairs and replacements, provided that the conditions of use and the state of the environment have not changed and the advice of COM-ONE has been followed. The quality only applies to the supplied hardware and not to the internet connections and / or mobile phone connections provided by third parties. COM-ONE cannot be held responsible for connection problems caused by the local network such as router, patch cabinet, local DHCP server, firewall, etc. See also chapter IV below .
30 . COM-ONE is entitled to a deposit of the tenant demand and reserves the right to order expired lease payments to offset the deposit, as well as the cost of repair and / or cleaning of the leased goods.
31 . When only goods are rented out, no support is provided regarding the set-up and operation of the rented property. Only when this has been agreed in writing will the rented goods be set up and served by COM-ONE . However, this does not relieve the tenant of his obligations with regard to safekeeping and the liabilities of the tenant as provided in these conditions.
Chapter III - Special provisions regarding Fileserver and backup services:
- The general terms and conditions will apply to these services as well as the provisions of chapter II. Prior to the conclusion of the contract, the Client acknowledges that he has actually taken note of and accepts the general terms and conditions.
- The Client can opt for the placement of a fileserver and backup system or just the fileserver.
- The backup system will make a backup of the fileserver every evening at a time to be determined. A consistency check will also take place every Sunday.
- These services can only function if the Client ensures that the fileserver is and remains online, explicit reference is also made to the provisions of chapter IV.
- For the sake of completeness, reference is again made to art. 9 under chapter I with regard to liability. COM-ONE will under no circumstances be liable for any damage related to the use of the products supplied by it or the related information and / or documentation, nor for any other damage which is not the direct and immediate consequence of a fault of COM-ONE, such as, but not limited to, communication costs, loss of income, third party claims, loss of data, damage and / or defects attributable to materials or information provided by the Customer or by third parties. Unless expressly agreed otherwise, the services of COME - ONE are resource commitments. The Client is responsible for the correctness and completeness of the documentation and information provided by him. COM-ONE can only be held liable in the performance of the services for its own serious error or intent. In no event will COM-ONE be liable for defects in the material, hardware, peripheral equipment or software in which the products supplied by it were implemented by or on the instructions of the Customer.
- The liability of COM-ONE with regard to direct damage will be limited to reparation in kind. If recovery in kind is no longer possible, the liability of COM-ONE will be limited to the amount that is covered in the relevant case by the liability insurance and / or liability after delivery of COM-ONE. If, for whatever reason, no coverage under the liability insurance and / or liability insurance can be invoked after delivery, any liability claim in principal, interest and costs is limited to half of the amount that the Customer has paid for the products or services sold in the relevant agreement, for recurring services it concerns the payments during three (3) months prior to the relevant claim.
- The Customer declares to have been fully informed by COM-ONE about characteristics, operation, possibilities and limitations of use of the equipment and / or software, as well as about the problems of adjustment, installation / integration and expansion that may arise , and waives any claim against COM-ONE in this regard . COM-ONE is not responsible for the selection and suitability of the equipment and / or software to obtain the intended results.
- In case of installations or performance by COM-ONE in connection with connectivity to the outside, COM-ONE can under no circumstances be held responsible for the consequences of the use of connections, nor for “ hacking ”, misuse of information, damage or loss of data. , the content of the website (s) of the Customer and its conformity with existing legislation and regulations, quality of the telephone connection or the rented line, etc.
- Costs charged by third parties can in no way be recovered from COM-ONE unless with prior written agreement.
Chapter IV - Special provisions on radio & internet
- In the case COM-ONE radio - and / or internet equipment supplies, can / delivered equipment to and any associated services only be used for lawful purposes.
- Availability: all products and / or services, with radio and / or the Internet as a medium should be considered as an "as is" and "as available " network. Due to the unpredictability in the spread of the radio signal, the availability of the Internet and / or public networks, the possible external interference sources and the diversity of the final customer used equipment and set up ways to COM-ONE not take responsibility for the success or performance of the connection. This service is therefore provided on an "as is" and "as available " basis.
- COM-ONE cannot therefore guarantee that the service will be uninterrupted, error-free, free of viruses and / or other harmful components. However, COM-ONE will ensure that “state-of- the- art” resources will be used according to “best effort” to ensure the best possible service, in other words, a resource commitment will be made.
- In view of the foregoing, COM-ONE cannot make any express warranties and the customer therefore disclaims all implied warranties, including, but not limited to, warranties of title, non-infringement, merchantability, and fitness for a particular purpose with respect to goods and / or services, which are facilitated via wireless communication or the Internet in general.
- Customer / user explicitly acknowledges that the wireless communication and technology inherent security and privacy-related risks are associated. COM-ONE cannot therefore be held liable for such risks. No advice or information provided by COM-ONE, its agents, resellers and partners can detract from this.
- COM-ONE and its employees are not liable for any costs or damages arising, directly or indirectly, from the use of the wireless equipment, the Internet and related services, including any direct or indirect consequential damages.
Chapter V - Special provisions regarding camera surveillance and management
- The general terms and conditions will apply to these services as well as the provisions of chapter II . Prior to the conclusion of the contract, the Client acknowledges that he has actually taken note of and accepts the general terms and conditions.
- If the agreement with the Customer provides for remote monitoring, this will be done through the services of a certified monitoring center belonging to COM-ONE, or such a monitoring center with which COM-ONE has contracted. A monitoring center is always active, 24 hours a day, 365 days a year. The remote monitoring only commences 24 hours after the connection to the monitoring center has been made and successfully tested and after, in addition, the procedure to be followed has been received by COM-ONE or passed on to the monitoring center. The instructions to be given by the Customer are stated in the agreement and the monitoring center will act in accordance with these instructions.
- An alarm signal is sent to the monitoring center by telephone through the security equipment, after which the monitoring center activates the verification to the monitored object, if provided. As soon as contact is established, the monitoring center asks for the previously agreed password. If the called party provides a correct password, no action is taken. If an incorrect password is entered, a maximum of four key holders specified by the Customer will be contacted. In consultation with the Customer or with the key holders, it is then determined whether and what action will be taken. In case of no answer or no response by the Customer or by the key holders, no further action will be taken by the monitoring center. As legally stipulated, the police forces are only notified after verification from a distance, either after verification on site or at the express request of the Customer, who will exclusively assume all possible administrative and other sanctions and COM-ONE or the incident room contracted by it for this purpose. indemnifies. At least once every 24 hours, a test report must be made from the equipment to the monitoring center to check the mutual telecommunication connection. In the absence of this test notification, the Customer will be notified by telephone or SMS. If it does not concern a malfunction in the security equipment supplied , the Customer must take measures to have the connection restored. In connection with initial malfunctions and uncomfortable use with possible false alarms as a result, the first period of use of 14 days after installation is considered a trial period during which alarms only warn the Customer and, if there is no response, only the specified contact persons but not the police services. This trial period can only be waived at the express request of the Customer. COM-ONE assumes a best-efforts obligation here. The security equipment and remote monitoring have the sole function of signaling an alarm to the Customer and / or the key holders specified by the Customer. The Customer is aware that the system cannot prevent burglaries, fire and other risks and the resulting damage.
- COM-ONE cannot be held liable for any damage whatsoever if:
(a) the security equipment is not used in accordance with its nature and purpose,
(b) the operating instructions given to the Customer are not observed,
(c) in the event that the Customer fails to pass on changes to data that are important for the execution of the agreement to COM-ONE
(d) there is a short circuit, water damage, lightning strike, fire or smoke damage or if there are other causes of damage not attributable to COM-ONE, including faults in the communication links,
(e) the security equipment has not been modified, repaired, relocated and / or checked by or on behalf of COM-ONE,
(f) a defect was not reported to COM-ONE immediately upon discovery,
(g) Deficiencies arising before or within two weeks of installation and full, confirmed commissioning of all equipment.
- If the agreement with the Customer provides for on-site intervention to verify an alarm before informing the law enforcement authorities, COM-ONE will take care of this. For the price stated in the agreement, the security officer remains on site for a maximum of 30 minutes. COM-ONE has the right to suspend its services for the time being in accordance with the legal provisions regarding unnecessary alarms without the Customer being able to claim any compensation on that basis. COM-ONE will inform the customer if this situation threatens to occur, or occurs. If the Customer only relies on COM-ONE for remote monitoring, the Customer undertakes to have his security equipment and the telephone connection with the monitoring center maintained annually by an installer approved by an accredited body so that both the installation and the connection are always in perfect working condition.
- The Customer will notify COM-ONE of any change to the connection, or of any event that is or may be of nature to interfere with communication with the central station. The Client is aware that an electronic security installation makes compulsory use of a means of communication and that this leads to costs that will always be borne by the Client, unless otherwise agreed.
The Customer undertakes to follow the guideline and of COM-ONE or the monitoring center contracted by COM-ONE as provided to the Customer. COM-ONE is not liable for the incident room it has contracted. In any case, COM-ONE's liability is limited to the amounts paid out by its own professional liability insurer.