1.1 These General Terms and Conditions (hereinafter referred to as "General Terms and Conditions") apply to all services offered by RAKEDI BV with registered office at Beukenlaan 13, 9550 Hillegem registered with the Crossroads Bank for Enterprises under number 0687.891.930 (hereinafter referred to as "RAKEDI") to professionals (B2B) with establishment or registered office in and outside Belgium (hereinafter referred to as "Client").
1.2 By signing the registration document, the Client declares that he has read and approved the General Terms and Conditions.
1.3 RAKEDI’s General Terms and Conditions can always be consulted on the website: (www.rakedi.be/general-conditions).
1.4 If any provision of the General Terms and Conditions or the registration should be deemed to be wholly or partly invalid, void or unenforceable, this shall not affect the other clauses and provisions of the General Terms and Conditions and the registration.
1.5 If RAKEDI does not or not temporarily invoke a provision of the General Terms and Conditions or the registration cannot be interpreted as a renunciation into the future.
1.6 The Client may not transfer the agreement entered into with RAKEDI to a third party except by written agreement of RAKEDI.
Article 2. OFFERTES - REGISTRATION
2.1 Quotations are purely indicative and do not bind RAKEDI in any way whatsoever to the Client.
2.2 The agreement between RAKEDI and the client is concluded at the moment of the signing of the registration document by the client.
2.3 RAKEDI and the Client are at all times entitled to amend the content of the registration document. Changes must always be approved explicitly and in writing by RAKEDI and the Client. In the absence of explicit and written approval by both parties, the latest version of the registration document shall remain in force.
Article 3. DELIVERY OF SERVICE
3.1 RAKEDI’s services can only be qualified as a best efforts obligation towards the Client. RAKEDI does not guarantee any result to the Client.
3.2 The periods indicated by RAKEDI, relating to or resulting from the provision of the services to the Client, are purely indicative. These periods do not in any way bind RAKEDI vis-à-vis the Client. Their expiry does not entitle RAKEDI to any compensation.
3.3 The services provided by RAKEDI are of a non-exclusive nature. RAKEDI shall at all times be entitled to provide its services to third parties.
3.4 The Client undertakes, at RAKEDI’s first request, to make available all facilities and information that RAKEDI deems necessary for its services. RAKEDI is not liable for the loss of material and/or information made available by the Client in the execution of the services.
3.5 The client undertakes not to make the services provided and the outcome of the services available to a third party in any way whatsoever except with RAKEDI’s express written consent.
3.6 The client is himself responsible for preventing or remedying lost or modified files, software or other programs, irrespective of the cause of the loss or modification. The client shall at all times have back-up copies of all software and business data that are subject to the services provided by RAKEDI.
3.7 The client is obliged to protect his systems used by RAKEDI against viruses and similar risks that may have a negative effect on the quality of the service. The Client is himself responsible for the implementation of the necessary measures regarding the management and security of his ICT applications.
Article 4. GUARANTEES
4.1 RAKEDI is not responsible during or after the performance of its services for the operation of products or services provided by third parties, nor for their compatibility or integration, nor for any information provided in this respect by a third party. The Client may only invoke the guarantee obligation of a third party supplier of products or services. RAKEDI does not in any way provide an additional guarantee in this respect.
4.2 The services provided by RAKEDI are provided with normal professional care, in a diligent and competent manner. Nevertheless, these services have a general character, which is always dependent on and subject to the specific needs of the Customer. RAKEDI is therefore only obliged to provide services that can be linked to the specific needs of the Client within reasonable and commercially acceptable limits.
4.3 RAKEDI is not responsible for the incorrect observance of instructions/recommendations by the Client or for the incorrect use by the Client of the services provided to him/her.
4.4 The client is exclusively responsible for the suitability of the hardware and/or software to obtain the services intended by him/her from RAKEDI. In the event of incorrect product selection or faulty hardware/software, RAKEDI shall not be liable in any way whatsoever for the negative consequences that would result therefrom. The Client shall at all times adequately inform himself of the characteristics, operation, possibilities of use and limitations of his/her hardware and/or software, as well as be aware of possible problems that may arise in the event of adaptation, installation/integration and expansion of this hardware and/or software on the advice of RAKEDI.
Article 5. LIABILITY
5.1 Each Client makes use of RAKEDI’s services at his own risk. RAKEDI rejects any form of liability for the negative consequences arising from its services and recommendations.
5.2 RAKEDI cannot be held liable for non-conforming and/or defective services and products purchased from a third party in the name of the Client or by the Client, whether or not on the recommendation of RAKEDI.
5.3 RAKEDI cannot be held liable for damage that is wholly or partially due to a shortcoming on the part of the Client or a third party. Liability of the Client in respect of a third party does not give the Client any right to make any claim in respect of RAKEDI.
5.4 RAKEDI’s liability shall at all times be limited to the value of the agreement included in the registration document.
5.5 RAKEDI cannot be held liable for damage and/or negative consequences resulting from the Client’s own use of the results resulting from the provision of the service. Nor can it be held liable for damage caused by hardware and/or software originating from third parties, or for damage caused by elements supplied or incorporated by the Client or a third party in the Client’s company, company structure, company materials and hardware/software.
Article 6. INVOICING - PAYMENT
6.1 The RAKEDI commission is owed on every online order, irrespective of the performance of third parties.
6.2 Invoices from RAKEDI must at all times be paid by the Client within 8 days of the invoice date.
6.3 Non-payment on the due date referred to in article 6.1 shall automatically give rise to the Client being liable to pay default interest on an annual basis equal to the interest rate applied by the Late Payment Act, as well as to a fixed compensation of 10.00% on the invoice amount, with a minimum of 200.00 EUR.
6.4 Protests against RAKEDI’s invoicing must be addressed to RAKEDI by registered letter or e-mail within eight days of the invoice date, on pain of forfeiture. The protest must always be properly substantiated. On expiry of the aforementioned period, the invoicing shall be deemed to be in accordance with the Client’s expectations in this respect. In the event of a partial protest, the Client undertakes to pay the uncontested part of the invoice without delay.
Article 7. TERMINATION - ADJOURNMENT AGREEMENT
7.1 The agreement entered into between RAKEDI and the client is always terminable, subject to the exceptions provided for in this article.
7.2 In the event of non-payment by the client of the invoice on the due date, RAKEDI shall be entitled to suspend the provision of the services to the client for as long as the overdue invoice remains unpaid. The costs of restarting the website shall be recovered from the client in the amount of 1 hour’s work under management. Only after receipt of payment will the website be put back online.
7.3 Termination of the agreement by the client must be effected by registered letter addressed to RAKEDI’s registered office. The online ordering platform will be deactivated within 5 working days after receipt of this registered letter.
7.4 Non-payment by the Client of the outstanding invoice within eight days of the date of notice of default shall be interpreted as unilateral termination by the Client of the agreement entered into with RAKEDI. The said unilateral termination gives rise to the Client being liable for the remaining outstanding balance of the agreement, as stated in the registration document, without prejudice to RAKEDI’s right to claim higher compensation in accordance with the damage actually suffered.
7.5 RAKEDI has the right to terminate with immediate effect the agreement entered into between the parties by sending a registered letter, without the Client being entitled to compensation if one of the following events or another event with a similar effect occurs: (a) if the Client files for bankruptcy; (b) if the Client is declared bankrupt; (c) if an event similar to those described in points (a) and (b) above occurs in relation to the Client under the law of the jurisdiction in which the Client has its registered office; (d) if the Client commits a serious contractual or extra-contractual breach of contract which makes further cooperation between the parties impossible; (e) if the Client has infringed or threatens to infringe RAKEDI’s intellectual property rights. (f) if the Client is involved in a merger or split up into several entities, if the Client is dissolved or if all or part of its activities are transferred, liquidated, liquidated, discontinued or transferred abroad, or if a decision is taken to that effect; (g) there is a significant change in the management of the Customer; (h) all or part of the Customer’s assets are seized or subject to compulsory execution and, in the case of a prejudgment attachment, this is not released within thirty (30) days or the attachment is lifted.
7.6 Upon termination of the agreement RAKEDI and the Client undertake to return all information, data and other business data and/or materials to each other within 5 working days after the end of the agreement. However, the client grants RAKEDI the right to keep a copy of the data that was directly or indirectly related to the services it has provided.
Article 8. COMPLAINTS
8.1 Complaints about the condition, operation and conformity of RAKEDI’s services must be reported within 48 hours by e-mail or registered letter, on pain of forfeiture. On expiry of the aforementioned period, the services provided by RAKEDI shall be deemed to be in accordance with what RAKEDI has undertaken to do and the Client’s expectations in this respect.
Article 9. FORCE MAJEURE
9.1 RAKEDI cannot be held liable for the non-fulfilment of its obligations if this non-fulfilment is due to abnormal and unforeseen circumstances that arose independently of RAKEDI’s will and the consequences of which could not have been avoided despite taking all possible precautions. Faults in telecommunication facilities and government decisions that have a serious impact on the provision of services are always regarded as force majeure.
9.2 Force majeure on the part of a supplier or a third party called upon by RAKEDI in the performance of its services with regard to the Client shall be regarded as force majeure on the part of RAKEDI.
9.3 Technical problems on the part of RAKEDI or the Client can be equated with force majeure when they make the execution of the service so difficult that an adequate and correct execution of the service would be impossible. If this situation arises RAKEDI is entitled to take all provisional measures it deems appropriate.
9.4 In the event of force majeure the contractual obligations of RAKEDI shall be suspended. If the period of force majeure lasts for more than 1 month and RAKEDI is still unable to carry out its contractual obligations towards the Client, both RAKEDI and the Client are entitled to dissolve the agreement with immediate effect and free of charge, without any obligation on the part of RAKEDI to pay damages or any other form of compensation in favour of the Client.
Article 10. CONFIDENTIALITY/USE OF END-CUSTOMER DATA
10.1 By accepting these General Terms and Conditions, the Client gives explicit permission to RAKEDI and its appointees to gain access to all business data, which RAKEDI considers necessary for the performance of its services. The Client hereby also explicitly authorises RAKEDI to process these data internally with a view to the execution of the service.
10.2 RAKEDI has the right to call upon third parties with a view to the execution of the services with regard to the Client. The Client hereby accepts that RAKEDI shall, if necessary, make confidential business data of the Client available to third parties.
10.3 The Client gives RAKEDI permission to process the results of the services internally on an anonymous basis for marketing purposes, with a view to profiling its services to third parties.
10.4 The client gives RAKEDI permission to use his/her company data if this is necessary for this purpose: (a) the fulfilment by RAKEDI of an obligation to which it is subject by virtue of a law, decree or ordinance; (b) the fulfilment of a court decision; (c) the safeguarding of RAKEDI’s legitimate interests.
10.5 The Client expressly authorises Rakedi to use the data of the final customers for the further promotion of the Rakedi platform by means of mailings, offers by third parties and other means of communication.
10.6 The Client undertakes to keep all RAKEDI’s business data secret from third parties. The Client acknowledges that RAKEDI’s intellectual property rights are to be regarded as a trade secret of RAKEDI. This obligation shall survive any agreement for a period of two years. If the Client does not comply or does not fully comply with the above obligation of confidentiality, the Client shall owe a penalty, which cannot be mitigated, of EUR 1,000.00 for each breach and EUR 100.00 for each day that the breach continues, without prejudice to RAKEDI’s right to claim real damage from it.
10.7 The Client undertakes to indemnify RAKEDI against any form of liability arising from the provision by the Client to RAKEDI of business data belonging to a third party, and this with a view to the provision of the service.
Article 11. INTELLECTUAL PROPERTY
11.1 RAKEDI shall not transfer any intellectual property rights to the Client during or after the provision of its services.
11.2 The intellectual rights to all RAKEDI’s services, as well as to the software, methods, models, descriptions, specifications, modules, documentation used, belong exclusively to RAKEDI. The techniques, know-how and ideas developed by RAKEDI that were developed/optimised during the provision of the services to the Client are also the exclusive property of RAKEDI. The Client cannot claim any intellectual rights developed by RAKEDI.
11.3 The Client grants RAKEDI and all RAKEDI clients a free and licence-free right to make use of all intellectual property rights belonging to the Client such as images, descriptions, etc. with a view to the execution of the service.
11.4 If in the execution of its services RAKEDI makes use of intellectual rights that are the property of a third party in respect of the client, the licence conditions, guarantees, support modalities and other conditions of this third party shall apply to the use of these intellectual rights. RAKEDI shall not undertake to provide the Client with additional licences or guarantees.
11.5 The client undertakes to indemnify RAKEDI against any form of liability resulting from the provision by the client of intellectual property rights belonging to a third party with a view to the execution of the service. If the Client learns that the intellectual property rights of a third party are being infringed or if a third party claims that the use of the intellectual property rights infringes his/her rights or those of another third party or is unlawful in any other way, the Client undertakes to inform RAKEDI immediately and to provide all information and assistance that RAKEDI can reasonably demand with a view to putting an end to the infringement of the intellectual property rights of this third party.
11.6 Violation by the Client of the provisions contained in the present article shall give rise to the Client being liable to pay a fixed compensation of EUR 1,000.00 for each infringement and EUR 100.00 for each day that the infringement continues, without prejudice to RAKEDI’s right to claim the amount of its actual loss.
Article 12. APPLICABLE LAW AND COMPETENT COURTS
12.1 Belgian law shall apply to these general terms and conditions and the order form, as well as to the agreement concluded between RAKEDI and the Client. In the event of disputes, the Commercial Court of Ghent, Oudenaarde Division and the Court of Appeal of Ghent shall have exclusive jurisdiction.