Terms & Conditions

General Terms & Conditions

Definitions:

Aginco: Aginco NV, with registered office at 9052 Ghent-Zwijnaarde, Rijvisschestraat 124, with company number 0500.750.226 RPR Ghent, department Ghent
General Terms and Conditions: these general terms and conditions
Invoice: the invoice from Aginco to the Customer
Customer: the buyer of goods and/or services from Aginco
License Agreement: the license agreement between Aginco and the Customer
Agreement : the General Terms and Conditions and, as the case may be, the License Agreement, Order Form and Invoices
Party(ies): Aginco and/or the Customer.
Product: the goods and/or services provided by Aginco to the Customer

Art. 1 - Scope

These General Conditions apply to all professional relationships between Aginco and the Customer, notwithstanding the existence of the Customer's own general conditions, even if more recent, unless these have been expressly accepted in writing by Aginco.
Changes to the General Conditions, and by extension the Agreement, are only possible insofar as they have been explicitly accepted in writing by an authorised representative of each of the Parties.
The Agreement contains all the rights and obligations of the Parties in connection with the delivery of the Products by Aginco to the Customer, and supersedes all previous agreements and understandings reached between them whether written, oral or tacit.

Art. 2 - Conclusion of the Agreement

The Agreement will come into existence when both Parties have signed the License Agreement, or when an order of the Customer has been confirmed and accepted in writing by Aginco.
In the event of contradictions between the General Terms and Conditions, the License Agreement, the Purchase Order and the Invoices, the following rule of precedence shall apply:

  • License Agreement
  • Order form
  • Invoice
  • General terms and conditions

Art. 3 - Invoicing and payment

Aginco delivers its Invoices via the e-mail address provided by the Customer. The date of receipt of the Invoice is fixed at one (1) day after it has been sent to the Customer.

Any complaint must be communicated to Aginco in writing, no later than eight (8) calendar days after receipt of the Invoice. Any Invoice that has not been protested within the aforementioned period shall be deemed to have been accepted by the Customer.

The Invoices of Aginco must be paid by the Customer within twenty (20) days after the date of receipt of the Invoice, without deduction, discount or set-off.

If payment is not made on time, the Customer shall be liable, ipso jure and without notice of default, from the due date of the Invoice, to the payment of interest at a rate equal to the interest rate fixed by the Minister of Finance in accordance with Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions, plus a fixed penalty of 10% of the amount of the Invoice, with a minimum of 25.00 euros.

Art. 4 - Suspension of execution - resolutive condition

If the Customer fails to perform one or more of its obligations under the Agreement, Aginco shall have the right to suspend the performance of its obligations until the Customer has fulfilled its obligations in full.

Aginco shall be entitled to terminate the Agreement immediately, without notice, without indemnification and without judicial intervention, in the following cases:

  • Where the Customer commits a contractual default, such as, but not limited to, a failure to pay the Invoices on time;
  • If Aginco has serious reasons to believe that the Customer will not meet its obligations in the future, such as, but not limited to, the Customer's request for a payment extension, bankruptcy, dissolution or liquidation of the Customer.

Aginco will in any case be entitled to the payment of its Invoices, in accordance with article 3 of the General Conditions.

Art. 5. - The Product and the Customer

The Customer shall only use the Products in accordance with national and international regulations and deontological guidelines of the relevant professional sector to which he belongs. In particular, the Customer shall not use the Applications to post, download, upload, transmit or distribute messages which would offend the dignity of the human person or the private life of individuals, or to encourage crime or the use of prohibited means, or to encourage discrimination, hatred or violence based on race, origin, religious belief or xenophobia, nor for communications that are misleading, insulting, hurtful, obscene or threatening, nor for any other infringement of the rights of third parties or for the sending of unsolicited messages, in particular commercial communications, nor for the introduction of viruses or other forms of harmful software codes. The Customer shall not attempt to gain unauthorised access to user data of third parties or to become aware of data addressed to third parties, nor shall it attempt to collect the user data of third parties. In general, the Customer shall observe the principles of telecommunications secrecy and the legislation on computer crime.
Aginco and Aginco's service providers may keep records of access to and use of the Products. Aginco or its service providers will keep a log (electronic logbook) in which the data concerning the use of the Product will be recorded. This log may be reproduced on paper or on any other usable carrier or storage medium. The log will provide evidence of access to the Product, unless the contrary is proved.

Art. 6. - Liability

Aginco is bound by a best-efforts obligation and is only liable in the event of its own intentional, fraudulent or gross negligence, whereby its liability is limited to the damage suffered directly by the Customer, to the exclusion of any intangible, indirect or consequential damage, such as, but not limited to, loss of profit, loss of turnover, loss of opportunity, loss of customers or any third-party claims. Aginco's liability is in any event limited to the price of the Product as stipulated in the Agreement, and in the event of a subscription formula, the price for one (1) year.

Art. 7 - Cancellation

Any cancellation of the order by the Customer must be made in writing within 15 calendar days of the order date and must be accepted by Aginco. In the event of cancellation of the order, the Client shall owe a fixed compensation of 15% of the value of the order in addition to the advance payments already invoiced. All that has already been invoiced to the Customer remains due and payable.

Art. 8 - Tacit renewal of the Agreement

Unless otherwise stipulated, the term of an Agreement containing a subscription formula with respect to a Product is one (1) year. This Agreement will be tacitly renewed for successive periods of one (1) year each, unless terminated by one of the Parties in writing at least 30 calendar days before the expiry of the term of the Agreement.

Art. 9 - Intellectual property

Subject to legal exceptions, the Products and their contents may not, in whole or in part, be reproduced, translated, adapted, reproduced or stored in any form or by any means, nor may the Products and their contents, in whole or in part, be communicated or transmitted to the public in any form or by any means (such as, but not limited to, electronic and mechanical means) without the prior written consent of Aginco.

Aginco retains exclusive ownership of all rights associated with the Product, both intellectual and economic (copyrights, rights of the database producer, etc.).

This exclusivity covers, in addition to the software and the database, the documentation received by the Customer, the user manual and any code or element constituting the database.

The Customer undertakes not to damage the property and intellectual rights of Aginco and to take the necessary measures to ensure respect for the rights of Aginco by the persons for whom it is responsible.

Any hiring or lending of the Product without Aginco's prior written consent is prohibited. Aginco will only grant permission for hiring out or lending out if the Customer demonstrates that such hiring out or lending out is for educational or cultural, non-commercial purposes and that it has been officially recognised for this purpose by the government. If the Customer hires out or lends the Product without Aginco's prior written consent, it will be liable by operation of law and without notice of default to pay damages of € 250 per infringement, without prejudice to Aginco's right to claim higher damages or to apply additional penalties.

Art. 10 - Warranty

Aginco guarantees to the Customer the proper functioning of the Product, insofar as the latter uses it in conformity with the help function of the website, in particular the access to the site 24/24 and 7/7 and the operational character of the site, in particular the search functionality and the access to the information of which the list was established in the Agreement. However, Aginco reserves the right to interrupt the operation of a Product at any time for technical or other reasons and if there is no other option, without prior notice. Aginco cannot be held responsible for any interruption of the service as a result of maintenance work on the website of the Product, nor for any interruption of the connection between the servers on which the Product is run and the Customer's computer equipment as a result of action by telecom operators. Neither can Aginco be held responsible for any malfunction, for the input of incorrect data, for any parameter set incorrectly, or for any failure of the Customer's computer equipment to meet the minimum configuration required, or for any event of force majeure.

Art. 11 - Processing of personal data

Aginco collects and processes personal data in the performance of the Agreement, whereby Aginco will act as the data controller. The Customer hereby expressly consents to the processing of personal data collected in the performance of the Agreement.
Aginco will only process this personal data for the purpose of delivering the Product and may use this information internally as well as for communication and promotional purposes. Aginco will not disclose personal data to third parties, unless permitted by applicable law. Any processing will be done in accordance with applicable regulations, including the GDPR. Further information on the rights and obligations of Parties in this regard can be found in the privacy policy on the website of Aginco (see below).

Art. 12 - Force majeure

The parties cannot be held liable for delays or failures in the performance of the Agreement if these delays or failures are the result of facts or circumstances that constitute force majeure on the part of a party, including - but not limited to - staff shortages, telecommunication problems or failures and shortcomings or delays on the part of suppliers.
On pain of nullity, the Party seeking to rely on such facts or circumstances shall be bound to disclose them to the other Party in writing as soon as possible, to make every effort to keep their duration to a strict minimum and to inform the other Party in writing once they have ceased to exist.
If the facts or circumstances constituting force majeure last for more than 3 months, either Party may terminate the Agreement by registered letter to the other Party, without being liable for any compensation.

Art. 13 - Non-transferability

The Customer may not transfer (part of) the Agreement to a third party without Aginco's prior written consent.

Art. 14 - Divisibility

Each clause or provision of the Agreement is a distinct and independent provision. If any court or authority of competent jurisdiction finds any of the provisions of the Agreement to be void or unenforceable, the remaining provisions shall continue to have full force and effect. The parties undertake to replace the void, invalid or unenforceable provision(s) by another provision which corresponds as closely as possible, in fact and in law, to the spirit and intention of the void, invalid or unenforceable provision(s).

Art. 15 - Applicable law and settlement of disputes

The Agreement is governed by Belgian law. In case of dispute, the courts of the judicial district of East Flanders, Ghent division, shall have exclusive jurisdiction.