1.1 Acceptance and application
Subject to an explicit and written agreement to the contrary, any agreements, price quotations and orders and any deliveries and contracting work arising from them shall be governed by the terms and conditions stated below.
The client shall accept these terms and conditions merely by negotiating or concluding an agreement with STARDEKK NV (Public Limited Company). The client acknowledges that he, she or it has taken due note of these terms and conditions in all of his, her or its written and printed provisions.
The client acknowledges that these terms and conditions constitute the full text of the agreement formed between parties and that they replace and annul any previous oral or written proposals or arrangements and any other communication between parties to date.
Subject to an explicit and written agreement to the contrary, the contract terms and conditions below shall prevail over any contract terms and conditions appearing in any of our contracting partner's documents, and the latter must be regarded as non-existent.
The possible nullity of one or more clauses of these general terms and conditions shall not prejudice the applicability of any other clauses.
1.3 Agreement formation
A full and legally valid agreement shall be deemed to have come into effect when the client signs a price quotation by STARDEKK NV. The same shall apply when work is performed after a price quotation was sent to the client, unless objection is made immediately and by registered post after the start of the works.
The client's rights and obligations arising from the agreements concluded with STARDEKK NV cannot be transferred to third parties either in full or in part without the prior written permission of STARDEKK NV.
Price quotations shall be subject to contract for STARDEKK NV and shall be non-binding with regard to any variable costs and prices.
Subscriptions shall always be taken out for a minimum period of one year, unless explicitly agreed otherwise, and shall be extended tacitly for the same period. Subscriptions shall be invoiced annually; monthly payment shall be allowed, but only by means of a direct debit order and at an additional administrative fee. Subscriptions/agreements must be cancelled by registered letter three months before they expire.
3. Ownership and intellectual property rights
STARDEKK NV shall at all times remain the owner of any designs, studies, drawings, intellectual property rights, modules, software and configurations. In no event may they be used, communicated or copied, even in part, without the written permission of STARDEKK NV.
Any documents which were drawn up by STARDEKK NV, of any nature whatsoever, shall remain our property and must be returned to us immediately upon request.
It shall be forbidden to add to websites designed by STARDEKK NV texts, pictures, images, logos and other information posted which constitute a possible violation of the intellectual property rights of third parties. STARDEKK NV shall not be liable for damage pursuant to the violation of the intellectual property rights of third parties.
STARDEKK NV reserves the right not to allow the texts, pictures, images, logos and other information posted or, as the case may be, to delete them from the website.
4. Transfer of ownership
Ownership of goods delivered shall only and exclusively be transferred upon payment in full of both the principal sum and any interest, damages and costs owed. Until such time, the client shall be forbidden to pledge the goods or to restrict or cancel the power to keep the goods at their disposal to the detriment of STARDEKK NV by providing any security. However, the client shall be obliged to insure the goods against any risk and to store them as of the delivery.
Any complaints regarding the services provided and any visible defects must be reported to STARDEKK NV by registered letter within three working days after the performance/delivery. If this is not done, any complaint shall be rejected ipso jure. Personal interventions by the client shall render any grounds for a possible complaint or liability null and void.
Any prices which STARDEKK NV communicates in the context of price quotations shall at all times be subject to contract, unless it has been explicitly specified that they are final. Any final prices indicated in price quotations shall only be valid for a period of 15 days. All prices exclude VAT. Rates communicated by STARDEKK NV for service provision purposes shall be determined based on work during normal working hours, which means that there may be surcharges and additional work.
7. Delivery, payment and objection periods
Any delivery periods stated by STARDEKK NV shall be indicative and non-binding, unless explicitly agreed otherwise. The periods shall always be expressed in working days.
Any delay in the delivery can in no event whatsoever give rise to a right to cancel an order or to compensation for damages. The client must notify STARDEKK NV of any complaints, of any nature whatsoever, regarding the delivery by registered letter within 8 working days from the delivery of the goods or from the commencement date of the service performance.
Any complaints regarding delivery or work performance cannot be used as a pretext to defer or delay invoice payment. Any absence of a registered written objection against an invoice within 7 working days as from dispatch shall constitute irrevocable acceptance of the invoice and any amounts, products and services stated therein.
Invoices shall be payable within 8 days of the invoice date. If the invoice has not been paid on the due date, contractual interest in the amount of 1% per month, where every month commenced counts as a full month, shall be owed ipso jure and without any notice of default.
In case of delayed payment, fixed compensation for damages in the amount of 15% of the outstanding invoice amount, with a minimum of EUR 50 and a maximum of EUR 2,500, shall also be owed ipso jure and without any notice of default.
You must send the cancellation of your annual subscription to STARDEKK NV by registered letter no later than 3 months in advance.
STARDEKK NV reserves the right to suspend its services and terminate the agreement unilaterally in the case of non-payment and in no event whatsoever can it be held liable for any damage whatsoever.
8. Software delivery
By signing the price quotation, the client acknowledges that STARDEKK NV informed him, her or it adequately and in advance on the possibilities of the software delivered. The client shall comply with the terms and conditions of use of standard software not developed by STARDEKK NV but licensed to the client in terms of the agreement.
The client acknowledges that he, she or it shall only use the software for his, her or its internal business processes. No use by third parties for the client’s business processes shall be allowed. Any breach of these terms and conditions can by no means give rise to liability on the part of STARDEKK NV. No agreement whatsoever with STARDEKK NV shall imply the transfer of any intellectual property rights to any software, unless explicitly agreed otherwise. STARDEKK NV or its licensor, as the case may be, shall remain the full and exclusive owner of the software.
9. Registration of domain names
Domain names with the .be ccTLD shall be registered in accordance with the regulations of the VZW (Non-Profit Organisation) DNS BELGIUM. The client has taken due note of and accepts the general terms and conditions for domain name registration, which are available on the DNS.be website at www.dns.be, and declares that STARDEKK NV has informed him, her or it of these general terms and conditions.
With regard to the registration of domain names having the .nl ccTLD, the client accepts, under the same conditions, the rules set out at the .NL URL: http://www.nic.nl/sidn/flat/_shared_resources_Downloads/Vrijwaringverklaring_Bedrijfsdomeinna am_tekst_/vrijwverklbedr.txt
Domain names having .com / .org/ .biz/ .net ./ nu/ .info/ .tv/ etc. TLDs shall be registered in accordance with the regulations for the relevant TLD.
The client has taken due note of and accepts these terms and conditions. In no manner whatsoever shall STARDEKK NV bear any liability for mala fide registration of domain names by third parties or registration, at the client's request, of domain names which allegedly violate the rights of third parties. The client shall always indemnify STARDEKK NV for any claims by third parties due to the registration of a domain name.
10. Unauthorised use
The client must use the services, software and facilities offered with due care and diligence.
The client may in no manner whatsoever use any of the services, software or facilities offered, including the storage space offered, to commit any infringements or cause any damage or nuisance to STARDEKK NV or to third parties.
Neither may the client’s operations cause such infringements, damage or nuisance. The client shall ensure at all times that there are no punishable and/or infringing data, files, programs, meta tags, hyperlinks, deep links or similar references on the equipment made available by STARDEKK NV. If STARDEKK NV so requests, the client shall indemnify STARDEKK NV for this (including lawyer's fees) and shall intervene in any procedure initiated against STARDEKK NV in this regard at his, her or its own expense.
The use of illegal files such as warez, MP3 sites and other illegal software sites is forbidden. This is not an exhaustive list.
Spamming is strictly forbidden on any equipment and systems made available by STARDEKK NV and shall give cause for immediate suspension. The client shall ensure that he, she or it will immediately honour any request by STARDEKK NV and any reasonable request by a third party to delete and/or change his, her or its own content. The client waives his, her or its right to claim any compensation for damages from STARDEKK NV. This means, for instance, that STARDEKK NV shall not allow any pornographic material, illegal MP3 sites or sites showing content which is contrary to public order or public decency or which constitutes an illegal practice on its servers. Neither may any activities which infringe copyright works or which are punishable under the Law on Computer Crime be performed from the servers of STARDEKK NV.
11. Web hosting operation
The client declares explicitly that he, she or it agrees to the special provisions regarding hosting and of which he, she or it was able to take due note on the website at URL www.stardekk.be and on the web hosting order form.
In no event shall STARDEKK NV be liable for any direct or indirect damage, such as commercial or financial losses, loss of data, loss of reputation, profit or turnover, loss of clients and losses resulting from legal action taken by third parties against the client.
This means that STARDEKK NV can in no manner whatsoever be held liable for any internet connection failure due to technical or other failures both within and outside the STARDEKK NV network.
The client shall be solely liable for the proper use of the product, service or software, taking into account the specifications, documentation and instructions of STARDEKK NV.
STARDEKK NV shall only be liable to the client for any actual damage suffered and proved pursuant to the obligations entered in the agreements concluded with STARDEKK NV, i.e. to the exclusion of any other implicit or unwritten obligations.
The liability of STARDEKK NV in terms of or with regard to any agreement concluded with STARDEKK NV per claim or series of claims arising from the same incident or the same cause shall in any event not exceed the total of amounts invoiced to and paid by the client for the purchase price or overheads (i.e. except installation costs) for service provision over a period of three (3) months preceding the incident and regarding the specific project to which the claim relates.
12.2 PCI COMPLIANCE
STARDEKK NV is a PCI compliant company and observes the PCI COMPLIANCE guide when processing payment details. You can find more information at: https://www.pcicomplianceguide.org/
STARDEKK NV cannot under any circumstances be held liable for theft of payment details or for actions in violation of the PCI COMPLIANCE guide.
This section only applies to any agreements with regard to e-commerce, such as online shops.
If the partner of STARDEKK NV were to detect any failure, it shall immediately inform STARDEKK NV of this by telephone or email.
In such an event, STARDEKK NV undertakes to do its utmost to remedy this, while STARDEKK NV can never be obliged to pay any compensation for damages and/or other consequential damage.
The partner shall notify STARDEKK NV in writing immediately of any occasional disruptions, which may or may not be due to force majeure.
In such case, STARDEKK NV shall do its utmost to ensure that the application is online and operational within a reasonable period after it received the notification. However, STARDEKK NV can never be obliged to pay any compensation for damages and/or other consequential damage in case of such disruption.
Neither can STARDEKK NV ever be held liable or be obliged to pay any compensation for damages and/or other consequential damage in the case of delayed sales, cancelled sales, duplicate sales, unavailability of the goods sold, force majeure or for any other cause. Nor can STARDEKK NV be obliged to pay any consequential damage.
13. Processing personal data
As the entity responsible for processing personal data, STARDEKK NV gathers those of the client to execute its agreements. STARDEKK NV can also use such personal data for direct marketing. This enables STARDEKK NV to regularly inform the client of its activities.
If the client does not want to have his, her or its data used for this purpose, he, she or it can send an email to this effect to the following address: administratie@Stardekk.be.
The client shall be able to access, correct or change his, her or its personal data by addressing a dated and signed letter to administratie@Stardekk.be.
Under no circumstances shall these personal data be transferred to third parties. STARDEKK NV reserves the right to amend this privacy arrangement at any time in accordance with the Law of 8 December 1992 on the Protection of Privacy.
14. Mailing list
The client shall be the sole person liable for properly using the mailing list, while taking into account the specifications, documentation and instructions of STARDEKK NV.
Spamming by using the mailing list shall be strictly forbidden and shall give cause for immediate suspension.
STARDEKK NV can never be held liable for any unlawful use by the client of third parties’ personal data.
15. Applicable law and exclusive jurisdiction
STARDEKK NV shall only be subject to suit in the jurisdiction where its registered office is located.
To the extent that STARDEKK NV is the claimant, only the Justice of the Peace of the First Sub-District of Bruges, the Commercial Court in Ghent, Division of Bruges and the Court of First Instance of West Flanders, Division of Bruges shall have jurisdiction.
Belgian law shall apply exclusively.