General conditions Combell nv

Article 1: General

These General Terms and Conditions (hereinafter "General Conditions") apply to both the provision of services and the sale of goods by Combell NV, (“Combell”). If Combell is dependent on the involvement of an external party for the delivery of a good or provision of a service ordered by the client, Combell's obligation to deliver will come into effect under the suspensory condition of availability of the good or service, at the time that Combell consults the external party, and subject to the predetermined price set by Combell and paid by the client. Combell undertakes to consult the external party to check the availability at this price within five (5) working days after receiving payment of the surety. The price paid by the client is deemed a surety prior to fulfilment of the suspensory condition. Combell's obligation to deliver the good ordered by the client or service at the predetermined price and paid by the client, constitutes the principal obligation of the contract. If the ordered good or service is unavailable upon consulting the external party, the agreement will expire and Combell shall refund the paid surety, without any further obligations between parties. If the ordered good or service is available at a different price upon consulting the external party, then this agreement will expire and Combell shall allow the client to accept the different price. This shall result in a new agreement between both parties. By sending the order, the General Conditions are deemed to form integral part of this agreement and will be accepted without reservation by the client. The General Conditions and any specific agreement constitute the entire and only agreement between parties and will replace all previous oral agreements, proposals, promises, agreements or notices concerning the subject of the specific agreement. Conditions to the contrary of the client do not apply and may not be relied on against Combell.

Article 2: Term and termination

Unless agreed otherwise, the Agreement is entered into for an indefinite period. Each party may unilaterally terminate this agreement without stating reasons by means of a written notice by registered post no earlier than two months and no later than one month prior to the end of one year from the commencing date of the Agreement. The one-month notice period will commence on the date of the written notice. The unilateral termination by the client does not entitle them to a refund or compensation in any way whatsoever, this also applies to previous payments made.

Article 3: Prices

Prices indicated by Combell on its website and via other channels are indicative and are only valid for a period of 15 days. Unless stated otherwise, all prices are in euros and excluding Belgian VAT (BTW), and payable as indicated on the invoice. Unless agreed otherwise, the prices relating to the service are calculated for a period of one year. In accordance with Article 4, the full price must be paid at the start of this period. The unilateral termination by the client does not entitle them to any refund or compensation in any way, also with regard to previous payments. Combell reserves the right to change the prices of the service at any time during the term of the agreement. The client will be notified of this via the website and via an individual notification. The altered prices will be payable by the client after a period of two months from the individual notification, unless the client has used the option to terminate the contract free of charge and without giving any reasons. The client must give notice of termination by registered post within thirty (30) calendar days following the individual notification. Discounts apply per client and are not cumulative. In the event of misuse of offered discounts, for example but not limited to creating multiple accounts, Combell reserves the right but is not limited to remove the discounts.

Article 4: Terms of delivery, payment and protest

Combell's stated delivery periods are indicative and not binding, unless expressly agreed otherwise. The periods are indicated in working days. A delay in the delivery does not give right to cancellation of the order or compensation. In the event of a complaint concerning the delivery of goods or provision of services, of whatever nature, the client must notify Combell by registered post within eight (8) working days after the delivery of the goods or the commencing date of the provided services. A complaint concerning the delivery of goods or provision of services may not be used as a pretext for suspending or delaying the payment of invoices. The absence of a written objection to an invoice within eight (8) working days after sending, entails the irrevocable acceptance of the invoice and the amounts, products and services stated therein. Invoices are due within one month after the invoice date, if the invoice has not been paid on the expiry date, whereby the value date applies as the payment date, then the client shall owe a late payment interest of 1% per month by operation of law and without any notice of default. In case of late payment, the client will automatically owe a penalty of 10%, with a minimum of €65.00.

Article 5: Dissolution of the agreement

Combell may dissolve this agreement with immediate effect at any time, without giving prior notice and without court intervention, if the client has failed to pay the invoice in question more than 45 days after the invoice date, whereby the value date serves as the payment date, unless the client has objected against the invoice in accordance with Article 4 of these General Conditions. In the event of a breach of any provision in Article 7 by the client or a user, Combell may dissolve the contract with immediate effect at any time, without giving notice of default and without prior court intervention This implies that the client's domain name, hosting account or server will be taken out of service, or completely removed. This provision is without prejudice to the right of the client and/or Combell to demand that the agreement be set aside on the grounds of Section 1184 of the Belgian Civil Code, and possibly to claim compensation.

Article 6: Domain name registration

The correct execution of the payment by the client and receipt of a welcome email and invoice from Combell does not guarantee the registration of the domain name. The domain name will only be registered after Combell has expressly notified the client in writing that the domain name has been registered. If it appears that Combell cannot register the domain name due to a mistake by the client, for example if the client provides incorrect information, the client will be liable to pay Combell €25 in administration fees. This is without prejudice to Combell's right to claim further compensation. The registration of the domain names will occur in accordance with the regulations of the relevant parties responsible for registering domain names (like DNS Belgium (http://www.dns.be), SIDN (http://www.sidn.nl), DNS.LU (http://www.dns.lu), Afnic (http://www.afnic.fr) or ICANN (http://www.icann.org)). The client has taken note of and accepts these General Terms and Conditions for domain name registration, available on the website of the domain registry, and declares that Combell has notified him of these General Terms and Conditions. For specific conditions, Combell refers to the websites of the relevant parties responsible for registering domain names. Combell bears no liability whatsoever for the client's decision to register a domain name or to have domain names registered at the client's request and which infringe upon the rights of third parties, etc. The client shall indemnify Combell against any third party claims pursuant to the registration of a domain name at the client's request.

Article 7: Unauthorised use

Even if the client is not the user, the client remains liable for the use of the provided service or the delivered good. In case of misuse of the provided service or the delivered good, Combell reserves the right to temporarily or permanently refuse the client access to these services or goods. Combell understands misuse to mean and explicitly prohibits the following activities on its systems, irrespective of the good or service:

  • - Unlawful use of copyrighted work;
  • - Sending spam (unsolicited e-mail);
  • - The use of systems to carry out unlawful activities;
  • - All (illegal) material that is in breach of Belgian, Dutch and/or European laws;
  • - Starting up processes on the servers or systems which the user does not have administrators access to;
  • - Performing tasks or activities which could cause damage or hindrance to the systems or to other users.
It is prohibited to send unsolicited promotional emails (SPAM) via Combell's servers and/or network. This includes unsolicited promotional emails for a website/domain name that is hosted by Combell. Opt-in mails and/or mailing are subject to a limit of 500 emails per 24 hours. Combell reserves the right to check content placed by the client/user if it sees cause and suspects misuse of the General Terms and Conditions. If Combell receives notice of possible, unlawful activities or information by a third party, and in as far as this notice has not been refuted, the client must be aware that Combell will act in accordance with its legal obligations within the framework of the information society legislation. In such case, Combell also reserves all rights to block the suspected unlawful activities or information from the public, pending a further decision by the competent services. Combell cannot be held liable for this in any way whatsoever by the client, irrespective of the damage and/or loss. Any damage and costs which Combell suffers as a result of actions by or content of the user or client, or following a breach of the conditions by the user or client, will recovered from the client. Combell is not liable for protecting stored data. The client is expected to have the necessary security measures in place and to ensure that all data is kept up to date.

Article 8: Liability

Combell is in no way liable for indirect damage or loss, or consequential loss or damage, for example, but not limited to, commercial or financial losses, loss of data, loss of reputation, loss of profit or turnover, loss of income, personnel and administrative costs, damage/loss to third parties, loss of clients and losses as a result of legal steps against the client taken by third parties, etc. Combell cannot be held liable in any way for any loss of internet connections due to technical or other malfunctions, both within and outside Combell's network, or for errors by suppliers that give cause to this. The client is solely liable for the proper use of the good, service or software thereby taking into account Combell's specifications, documentation and instructions. Combell cannot be held liable in any way whatsoever for actual and proven damage suffered and/or loss directly arising from the obligations laid down in the agreements entered into with Combell, with the exclusion of any other implicit or unwritten obligations. Irrespective of the nature of the damage and/or loss and the severity of the error, Combell's contractual and noncontractual liability according to or relating to an agreement entered into with Combell, per claim or series of claims, arising from the same fact or the same cause, shall by limited to a maximum of the total amount of the purchase price or recurring costs paid by the client (i.e. excluding installation costs) of the goods or the service over a period of three (3) months prior to the incident and concerning the specific project which is related to the claim.

Article 9: Processing of personal details

In order to execute its agreements, Combell - as party responsible for processing this data - collects personal data from the client. Combell may also use this data for direct marketing purposes. This will enable Combell to regularly inform the client about its activities. If the client does not want their details to be used for this purpose, they can file a free objection and send this to the following email address: administratie@combell.com. The client may consult their personal details, correct or change them by sending a dated, signed letter to administratie@combell.com. Under no circumstances will these personal details be passed to third parties. Combell reserves the right to amend these privacy rules at any time in accordance with the Belgian Act of 8 December 1992 concerning the protection of privacy.

Article 10: Intellectual property rights

All intellectual property rights concerning the products and/or services including the designs, software, documentation and all other materials that were developed and/or used to prepare or execute the agreement between Combell and the client, or arising rights, will exclusively remain vested in Combell or its suppliers. The delivery of products and/or provision of services does not constitute any transfer of intellectual property rights. The client will acquire a non-exclusive and nontransferable user right to use the products and results of the services for the agreed purposes. The client will adhere rigidly to the conditions laid down in the General Conditions, or otherwise imposed on the client. Without prior written permission from Combell, the client will not disclose the products and results of the services, either fully or partly in any way whatsoever, copy them or make them available to a third party. The client shall not remove and/or alter the instructions of Combell or its suppliers relating to copyrights, brands, trade names or other intellectual property rights in any way. Combell warrants that it is entitled to grant the client the user right and indemnifies the client against any claims by third parties. This provision does not apply if and in as far as the products and/or results of the services are altered and/or if delivered together with goods of third parties, unless the client proves that, in the latter mentioned case, the claims by third parties exclusively pertain to products and/or results of services supplied by Combell.

Article 11: Various

The client's rights and obligations arising from the agreement entered into with Combell may not be transferred, partially or wholly, to third parties without Combell's prior written permission. If any provision in an agreement entered into with Combell or its application, irrespective of which party or circumstance this concerns, is null and or unfeasible, the other provisions of the agreement will remain fully in effect. Changes to contact information like addresses, telephone numbers, contact persons and email addresses of the client must be immediately passed on to Combell. If the client fails to immediately notify Combell, it will be entitled to recover the costs of search work or returned shipments from the client.

Article 12: Applicable law and exclusive competence

This agreement entered into with Combell is governed by Belgian law. All disputes relating to this agreement shall exclusively be submitted to the courts of the court district of Ghent (Belgium).

19/07/2016

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