Terms and conditions

1.1. These general terms and conditions apply to every quotation, offer, agreement with and all deliveries and services provided by Company LOFT 33 BV, Persilstraat 51/2, 3020 Herent, Belgium, with company number BE0461.210.650 (hereinafter referred to as “LOFT 33 BV”).

These general terms and conditions may, depending on the services to be provided or delivered by LOFT 33 BV (such as, but not limited to, IT services, including consultancy, outsourcing, hosting, development of websites and web applications, the provision of IT training and related services of LOFT 33 BV), be supplemented by specific terms and conditions, which are included below.

1.2. These terms and conditions shall apply to the exclusion of the general terms and conditions of the Customer, even if otherwise stated in the order form, unless otherwise stated in writing, referring to this provision, signed on behalf of LOFT 33 BV.

2.1. Any offer or quotation by LOFT 33 BV is without obligation, unless expressly stated otherwise. Unless the offer contains a different period of validity, every offer transmitted by LOFT 33 BV to the Customer shall have a period of validity of 30 calendar days from the date of the offer. An offer made via LOFT 33 BV’s website does not constitute an offer, unless expressly stated otherwise.

2.2. An agreement between the Customer and LOFT 33 BV is concluded by acceptance of LOFT 33 BV’s offer by the Customer, either by signing and returning the offer by mail, fax or e-mail, or by written confirmation on behalf of the Customer by mail, fax or e-mail.

The agreement, which is formed by the Customer’s approved quotation or order form, including these general terms and conditions, supplemented by special terms and conditions (where applicable), fully reflects the agreements made by both parties in writing and orally. The Customer acknowledges that the arrangements contained in such agreement constitute the entire agreement between the parties, and supersede all previous oral and written proposals and/or agreements concerning the subject matter of the agreement.

2.3. Unless expressly stipulated otherwise on the offer, the prices are stated ex works, net and exclusive of VAT, charges and taxes. Prices relating to services relate to services provided on normal working days (excluding Saturdays, Sundays and public holidays) between 8.30 a.m. and 6 p.m.; services to be provided outside these days or hours are subject to higher rates.

2.4. All data and information communicated by LOFT 33 BV to the Customer (such as, but not limited to, offers, technical descriptions, designs, studies and drawings) shall be deemed to be confidential, unless expressly stated otherwise included on the carrier of such data or information.

2.5. The Customer does not have the right to abandon the purchase. As a domain name, hosting services or development are custom-made, the Customer is not entitled to a legal renunciation period, cfr Article 47, §2, 2° of the Market Practices Act 6 April 2010).

3.1. The services provided by LOFT 33 BV are, unless expressly stipulated otherwise, resource commitments. When providing the Services, LOFT 33 BV shall always use the accepted professional standards, taking into account the state of the art.

3.2. Unless expressly agreed otherwise in writing with reference to this provision, all execution periods stated by LOFT 33 BV are indicative and not binding. If LOFT 33 BV does not deliver its services within the indicated time periods, the Customer cannot claim any damages, nor is the Customer in such case entitled to suspend payment of amounts due.

If the late performance or renunciation of the agreement was caused by demonstrable shortcomings of the Customer and/or its appointees, such as failure to deliver or approve texts, designs, illustrations, databases, selection criteria, scripts or other data in any form or format, LOFT 33 BV reserves the right to demand performance of the agreement within the agreed term, without prejudice to the Customer’s payment obligation even in the event of incomplete delivery of services or products.

3.3. Certain work may be subcontracted by LOFT 33 BV to third parties, without excluding the responsibility of LOFT 33 BV or creating a direct agreement between the Customer and such subcontractor.

4.1. The delivered products and services of LOFT 33 BV may only be used for activities, the provision of services or the making of expressions in accordance with applicable legislation. The Customer hereby expressly declares that LOFT 33 BV bears no liability for the Customer’s actions on the internet and indemnifies LOFT 33 BV for any criminal and/or civil consequences thereof.

4.2. More specifically, the Customer shall refrain from:

(I) engaging in any act in or advertising any illegal activity that could infringe the rights of LOFT 33 BV or any third party; (II) storing, accessing and/or making available any material relating to pornography, obscenity, discrimination, hatred, or any other material the possession and/or making available of which could give rise to legal prosecution; (III) storing, giving access to and/or making available any material, including texts, messages, data, images, music, visual material, computer programmes and/or databases which infringe the (intellectual) property rights of others (IV) collecting, processing, storing, giving access to and/or making available information (including personal data) insofar as this information is defamatory or degrading and/or the act is in breach of the legislation on the protection and/or processing of personal data; (v) the direct or indirect use of the infrastructure of and/or managed by LOFT 33 BV to send internet junk mail (such as, but not limited to, spam, flames, mail bombs, ….); (VI) committing acts that are punishable or may be punishable under computer crime legislation, as well as making available computer programmes or other tools that may be used in this respect.

4.3. In case a virus or other destructive element is found, it is assumed that the Customer is aware of such situations and will immediately attempt to remove the virus. The Customer is obliged to notify LOFT 33 BV when viruses or other destructive elements are discovered and LOFT 33 BV reserves the right to recover costs incurred in removing such virus or other destructive element from the Customer.

4.4. LOFT 33 BV is at all times entitled to take legal action and/or cooperate with legal authorities when it concerns abuse of our services, domains under our control or our network, without the obligation to notify the Customer in advance. Complaints about illegal or improper use can be reported to us in writing or via the contact form.

4.5. The Customer must ensure that its contact details in the customer database are correct. If this is not met, LOFT 33 BV may decide to close the customer account or deactivate domains. A correct and active email address is indispensable in the cooperation, as just about all communication goes through this channel.

5.1. Invoices are payable within 30 calendar days from invoice date. In the absence of written protest within 10 calendar days from the invoice date, the invoice, as well as the products and services described therein, shall be deemed irrevocably accepted.

All payments must be made in cash without any deduction or set-off, unless otherwise agreed in writing. If the term of payment is exceeded, the Customer shall be liable, ipso jure and without any prior notice of default, to pay an interest on arrears of 1% per month, each starting month counting as a full one.

5.2. Other current agreements may be cancelled or suspended by LOFT 33 BV after notice of default. All judicial and extrajudicial collection costs shall be borne by the Customer and shall be fixed at 15% of the amount due with a minimum of EUR 125. If a discount was granted, it will automatically expire if the Customer does not respect the payment terms. When renewing the set-up of Internet services interrupted due to non-payment, a fee of EUR 19.95 per domain is charged. Payments from the Customer to LOFT 33 BV will be debited from the total recoverable balance in the order of costs, interest and then invoices in chronological order, starting with the oldest invoices.

5.3. LOFT 33 BV reserves the right to ask the Customer for full or partial prepayment of the agreed price. Contestation of the modalities of execution of the agreement shall not affect the Customer’s payment obligation. All internet-related services shall be invoiced before the services are commenced.

6.1. If one of the two parties seriously breaches the commitments entered into in this agreement, the other party may terminate this agreement by registered and reasoned letter without having to observe a notice period and without prejudice to the right of the non-breaching party to claim damages. Serious breach means, inter alia, failure to comply with one or more obligations as listed in the general terms and conditions or specific agreement with the result that even temporary continuation of the agreement is reasonably impossible.

6.2. For the purposes of this article, serious defaults shall include, inter alia:

(I) the fact that LOFT 33 BV has not received payment of the fee due within 10 working days after sending a written notice of default by post or e-mail to the Customer;

(II) the fact that the Customer is guilty of practices under Article 4.

7.1. All complaints regarding the performance of the service by LOFT 33 BV must be communicated to LOFT 33 BV within two days of becoming aware of the facts to which the complaint relates.

7.2. LOFT 33 BV cannot be held liable for any damages, including direct and indirect damages, loss of profits and turnover, except in the event of proven gross or intentional negligence on the part of LOFT 33 BV. In any event, LOFT 33 BV’s liability shall be limited to repairing or compensating (at LOFT 33 BV’s discretion) the damage directly suffered by the Customer, which was reasonably foreseeable at the time the harmful event occurred, up to a maximum of the total amount of the fees paid by the Customer to LOFT 33 BV during the previous calendar year for the services that are the subject of the Customer’s complaint, with a maximum of EUR 1250.

7.3. In no event shall LOFT 33 BV indemnify or hold the Customer harmless for any damages and/or costs incurred by the Customer if these: (I) were caused in whole or in part by an error of the Customer. In particular, the Customer shall not be entitled to compensation for damage resulting from damage or malfunctioning of the hardware and software installed by LOFT 33 BV caused directly or indirectly by the Customer’s handling of the hardware and software, which is abnormal or not in accordance with reasonable standards of use or LOFT 33 BV’s instructions. (II) arose as a result of an act prohibited under Article 4 of these General Terms and Conditions; (III) was caused by force majeure, accident, invincible ignorance or by the limitations resulting from the state of science and technology at the time the services were provided. For the purposes of this article, third-party errors shall be considered force majeure.

8.1. All software, documentation, ideas, know-how, methods or techniques developed by LOFT 33 BV or a third party, independent of the agreement with the Customer, are and shall remain the intellectual property of LOFT 33 BV.

8.2. Intellectual rights as well as the right of disposition of protected works, information, documentation, software and/or data written and/or generated specifically for the Customer by LOFT 33 BV or its employees, appointees and/or subcontractors in execution of the agreement with the Customer, or made available through the intervention of rights holders, shall only be transferred – under licence or in full transfer – to the Customer after LOFT 33 BV has received full payment of the price and costs relating to and in accordance with the Services and subject to compliance with any conditions set.

8.3. The Customer shall make available to LOFT 33 BV all necessary information, documentation, software and/or data required to perform the Services. Such information, documentation, software and/or data shall only be made available by way of loan and shall remain the exclusive property of the Customer.

9.1. LOFT 33 BV is entitled at any time to amend these General Terms and Conditions, the Special Terms and Conditions, its prices, the technical modalities and/or the technical specifications of its services. Such amendments – except if technically necessary – shall take effect and be effective within 10 calendar days of their announcement on LOFT 33 BV’s website.

9.2. If one or more provisions of the Agreement concluded between LOFT 33 BV and the Customer should be invalid or null and void or be declared invalid or null and void by any court, the remaining provisions shall remain in full force and effect. In the given case, the parties shall replace such invalid or void provision with a valid provision that comes closest to the objective of the initial provision.

9.3. The Customer may not transfer all or part of its agreement with LOFT 33 BV or lend, rent, lease, sell or otherwise make available products and services of LOFT 33 BV or parts thereof to third parties without LOFT 33 BV’s prior written consent or under a specific reseller package.

9.4. LOFT 33 BV is entitled to use the Customer’s company name and/or a description of the services provided to the Customer as a reference for its promotional purposes.

9.5. Any agreement entered into with LOFT 33 BV shall be governed exclusively by Belgian law. If the parties cannot reach an amicable settlement as a result of a dispute arising between them regarding the conclusion, performance, interpretation, or termination of any agreement with LOFT 33 BV, such dispute shall be resolved exclusively by the competent courts of Leuven.

These special terms and conditions apply if the Customer purchases Hosting services from LOFT 33 BV. “Hosting Services” should be understood to mean: offering the Customer the possibility to place and retrieve data via the Internet on a (web or other) server – owned by LOFT 33 BV.

Article 1. Object

1.1. LOFT 33 BV offers to the Customer, who accepts, the Hosting Services, and this in accordance with the general and these special terms and conditions of LOFT 33 BV, as well as, if applicable, the specifications included in the offer approved by the Customer.

1.2. Under no circumstances shall LOFT 33 BV be held liable for any interruption in its hosting services.

Article 2. Specific Commitments of the Customer

2.1. The Customer shall use the hosting services offered by LOFT 33 BV exclusively for the management of its website and related activities.

2.2. The Customer remains at all times responsible and liable for any use made of the Hosting service. LOFT 33 BV hereby assumes that any use made of the Hosting Service is made exclusively in the name and for the account of the Customer.

More specifically, the Customer shall be responsible and liable, and shall at all times indemnify LOFT 33 BV for all damages and costs (including attorneys’ fees and litigation costs) incurred by LOFT 33 BV or any third party as a result of:

– hosting data, computer programmes and databases made available by the Customer to LOFT 33 BV under this Agreement, as well as the use made thereof; – sending or making available unsolicited electronic messages for commercial purposes (“spam”); – sending or making available misleading electronic messages; – any other act prohibited by Article 4.2 of the General Terms and Conditions.

2.3. For the duration of this Agreement, the Customer shall take the necessary measures, establish procedures regarding and monitor the security of access to, access to, and use made of the data, computer programmes and databases hosted by LOFT 33 BV.

Article 3. Suspension of Services

3.1. The Customer expressly acknowledges that LOFT 33 BV shall be entitled to suspend all or part of its services in the following cases, without prior notice or notice of default and without the Customer being entitled to any form of compensation or refund:
- if LOFT 33 BV receives a complaint which reasonably alleges that the data LOFT 33 BV manages, transmits or receives on behalf of the Customer infringes any (intellectual) property right, or violates any criminal provision; – in the event urgent maintenance work needs to be carried out on the infrastructure of LOFT 33 BV and/or the Customer; – if this can reasonably be deemed plausible for security reasons; – if the Customer commits or is reasonably deemed to commit an infringement of the General or these Special Terms and Conditions.

3.2. The Customer expressly acknowledges that LOFT 33 BV is not obliged to actively investigate or monitor the data managed, transmitted or received on behalf of the Customer.

Article 4. Back-ups

4.1. LOFT 33 BV undertakes not to modify or destroy Customer data without the prior written consent of the Customer, except after termination or dissolution of the Agreement. LOFT 33 BV is not obliged to make back-up copies of data of the Customer, unless otherwise agreed in writing.

Article 5. Term and termination

5.1. Unless otherwise agreed in writing, each agreement with LOFT 33 BV shall be entered into for a term of twelve (12) months. Upon expiry, this agreement shall be automatically renewed for the same term, unless terminated in writing by registered letter to the other party not later than three (3) months before the expiry date.

In the absence of timely cancellation by the Customer, the Customer acknowledges that the full amount for the provision of hosting services for the extended term will be due.

5.2. LOFT 33 BV has the right to terminate the agreement immediately, without notice of default and without the intervention of a judicial authority, if the Customer is declared bankrupt or is dissolved.

Article 1. Object

1.1. LOFT 33 BV offers the possibility to the Customer to register domain names in a number of top level domains through LOFT 33 BV, and this in accordance with the general and these special terms and conditions of LOFT 33 BV. When registering a domain name, LOFT 33 BV shall at all times act in the name and on behalf of the Customer.

1.2. The Customer expressly acknowledges that a domain name registration in the .be top level domain can only take place to the extent that the conditions included in the general terms and conditions for domain name registration within the “.be” domain managed by DNS.BE are met.

Article 2. Specific obligations of the Customer

2.1. The customer accepts that the general terms and conditions for domain name registration within the “.be” domain managed by DNS.BE are applicable to the contractual relationship between him and DNS.BE. These terms and conditions are available on the DNS website.

2.2. The Customer expressly indemnifies LOFT 33 BV and DNS BE for any claim, in or out of court, made by a third party regarding a domain name registered by the Customer using the products and services offered by LOFT 33 BV, in particular if this domain name was registered or used by the Customer in bad faith and/or if this domain name infringes the rights of a third party.

Article 3. Duration and Termination

3.1. The parties expressly agree that the transfer of the management of a domain name to another registrar (“transfer”) does not automatically imply the termination of this agreement.

3.2. Except as otherwise provided in writing, each domain name registration agreement with LOFT 33 BV is entered into for a term of twelve (12) months or more if otherwise stated. Upon expiry, unless terminated in writing by registered letter to the other party no later than three (3) months before the expiry date, this agreement shall be automatically renewed for the same term.

In the absence of timely cancellation by the Customer, the Customer acknowledges that the full amount for maintaining the registration of the domain name for the extended term, even if such domain name is no longer wanted by the Customer, will be due.

3.3. LOFT 33 BV may also opt not to maintain the renewal of a domain name again through its services if a Customer fails to make timely payment for the domain name.

3.4. In case of any loss of a domain name due to non timely renewal, non payment, theft or any other form, the Customer will not be able to claim any compensation from LOFT 33 BV.

3.5. Should it be necessary to re-activate or retrieve a domain name from quarantine, additional costs will apply.

Article 1. Object

1.1. Any development of web applications, websites, databases or other software by LOFT 33 BV shall be done in accordance with the general and these special terms and conditions of LOFT 33 BV, as well as the specifications included in the quotation approved by the Customer.

If applicable, this quotation shall specify the manner in which the developments made by LOFT 33 BV will be delivered to the Customer.

1.2. Parties may agree that the agreement will be executed in phases; in such case LOFT 33 BV is entitled to suspend the execution of the next phase until the Customer has approved the services related to the previous phase in writing.

Article 2. Intellectual property rights

2.1. If for the execution of the agreement with the Customer LOFT 33 BV uses or adds existing copyrighted works, including the use of software or the insertion of copyrighted texts, images, music or the like, LOFT 33 BV itself as author or through the actions of the rights holder shall transfer to the Customer a licence for the use or insertion of such works. The Customer shall then obtain a licence in accordance with the terms and conditions of the rights holder as specifically notified to the Customer.

The Customer shall be obliged to comply with the terms of any licence. If the Customer does not comply with his obligations in this article, he shall be obliged to pay compensation for all damage caused by this infringement.

2.2. All intellectual property rights created, specifically in execution of the agreement for the Customer, developed by LOFT 33 BV and vested in LOFT 33 BV as author, including computer programs, databases, website, etc., including improvements, additions or adaptations thereto, shall be transferred to the Customer, unless otherwise agreed in writing. However, LOFT 33 BV retains a non-exclusive, worldwide, royalty-free and perpetual licence to use such developments, improvements, additions and adaptations carried out under the agreement with the Customer in new projects.

2.3. Obtaining the intellectual rights, either under licence or in full transfer, by the Customer shall only take place after payment of the full price for the agreed developments including any licence fee.

2.4. The Customer shall make available to the Company all necessary information, documentation, software and/or data required to perform the services.

All information, documentation, software and/or data provided by the Customer, such as, inter alia, databases, designs, process descriptions, market studies and all other company-unique confidential data, shall only be made available by way of loan and shall be deemed by LOFT 33 BV to be and remain the property of the Customer. The Customer declares that it is entitled to make this information, documentation, software and/or data available to LOFT 33 BV for the use the Customer wishes to make of it. The Customer therefore indemnifies LOFT 33 BV against all liability and damages incurred or threatened by LOFT 33 BV if the Customer, by using such works and/or data, infringes the rights of any third parties.

Full responsibility for the payment to third parties of any related compensation lies with the Customer.

Article 3. Information obligation

3.1. During the term of the Agreement, the Customer shall provide the necessary assistance and information to LOFT 33 BV in order to allow the latter to perform its obligations under this Agreement in accordance with art.

Furthermore, the Customer shall ensure that the employees of LOFT 33 BV have access to the computer systems of the Customer free of charge during the term of the agreement; if applicable, LOFT 33 BV may request the Customer to be provided with office space free of charge if the parties agree to perform the services on site.

3.2. The parties agree that the specifications included in the offer (adjusted, if applicable, on the basis of additional information provided by the Customer in accordance with Article 3.1. of these special terms and conditions) shall be based at least in part on the information provided by the Customer to LOFT 33 BV. If, during the performance of the services, it appears that such information was incorrect, incomplete or untimely, the Customer undertakes to compensate LOFT 33 BV for the additional services required to achieve the envisaged objectives as a result of such incorrect, incomplete and/or untimely information at LOFT 33 BV’s usual rates.

Article 4. Maintenance

4.1. At the express request of the Customer, LOFT 33 BV may provide maintenance services regarding the computer systems, computer programmes and/or databases of the Customer or developed for the Customer. Such services shall be provided in accordance with the specifications included in the offer approved by the Customer.

4.2. Unless expressly stated otherwise, with reference to this provision, the maintenance services provided by LOFT 33 BV are effort commitments and not result commitments.

4.3. The parties expressly agree that LOFT 33 BV is entitled to invoice its maintenance services to the Customer in advance, and is entitled to suspend performance of the agreement until the Customer has paid the amounts due to LOFT 33 BV.

Article 5. Duration and termination

5.1. An agreement with LOFT 33 BV for the development of web applications, websites, databases or other software shall commence on the date stated on the quotation approved by the Customer, and shall end upon the final acceptance of such software by the Customer.

5.2. An agreement with LOFT 33 BV regarding the maintenance of computer systems, computer programmes and/or databases shall have a term of one (1) calendar year and shall commence on the date stated on the offer approved by the Customer, or upon final acceptance of such software by the Customer, if LOFT 33 BV was also responsible for the development of such software. It may be extended in accordance with the provisions of the General Terms and Conditions of LOFT 33 BV, unless otherwise provided in the offer approved by the Customer.