General Terms and conditions of Addmore BV

1. 1 Parties.
These general terms and conditions define the legal relationship between the company ADDMORE BV, with registered office at Mechelsesteenweg 128 B6, BE-2018 Antwerpen (BE0755.567.642 ) (hereinafter: "ADDMORE"), and the natural or legal person to whom the order letter is addressed or who retains the services of ADDMORE (hereinafter: "the Client"). The Client acknowledges that, apart from any Specific Terms and Conditions as agreed upon, no other conditions, such as - but not limited to - any general or specific (purchase) conditions or other provisions to which the Client refers, apply to the legal relationship between the Client and ADDMORE regarding the services provided by ADDMORE.

1.2 Object.
The services included in the assignment letter may be extended or modified by mutual agreement. The Client and ADDMORE can only agree on such adjustments or extensions in writing (by letter or e-mail). The Client accepts and acknowledges that the hosting services and Sprint by Friday are governed by provisions which might deviate in full or in part from certain provisions as mentioned in this General Terms and Conditions, unless explicitly stated otherwise all other provisions will supplement the provisions specific to such services. 

1.3 B2B.
The Client represents and warrants that it purchases ADDMORE’s services in its capacity as an undertaking and thus for professional purposes in the context of its economic activity.

1.4 Scope.
Unless expressly agreed otherwise in writing, the obligations entered into by ADDMORE are always obligations of means. Deviations from these general terms and conditions will always be agreed upon in advance and in writing, with reference to the provision from which the parties wish to deviate.

2.1 Information and communication.
The Client shall make available to ADDMORE without delay all information related to the agreed services in order to allow Addmore to deliver its services and meet any agreed deadlines. The Client undertakes to treat all information relating to the service with the necessary care and to respect its confidential or secret nature. ADDMORE cannot be held liable for any damage if the information provided by the Client was incorrect, incomplete or untimely.

2.2 Complaints and questions.
If the Client has any questions or complaints regarding the agreed service, it  should communicate them to ADDMORE immediately via email.

3.1 Applicable fees.
The fees applicable to the agreed service are included in the engagement letter. If no prior written agreement has been made regarding the fees, the services will in principle be invoiced on the basis of an hourly rate. The hourly rates charged vary according to the urgency, complexity and service required. 

3.2 Costs.
All costs advanced by ADDMORE in connection with the provision of services (including, but not limited to, registration fees, costs incurred by third parties, travel costs and parking costs) will be passed on to the Client. ADDMORE will always include such costs and the VAT due in the appropriate section of its invoice. Upon simple request by the Client, supporting documents for costs incurred will be provided. 
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3.2 Payment and Payment Deadline.
Invoices from ADDMORE are payable in cash, without discount, to the bank account number listed on the invoice. If the Client fails to pay the invoice in full within a period of thirty (30) days after the invoice date, the Client will owe ADDMORE, without prior notice, a default interest of 12% per annum of the total outstanding invoice amount, with a minimum of EUR 150.00. 

3.4 Discontinuation of Services.
In the absence of full and/or timely payment of the invoice amount or legitimate indications to that effect, ADDMORE is entitled to suspend all or part of its services. In such case, ADDMORE is also entitled to demand payment guarantees and/or securities from the Client, or to demand immediate payment of all outstanding amounts. In the above cases, ADDMORE is always entitled to terminate the agreement by written notice. 

3.5 Indexation.
If the Client and ADDMORE agree on an hourly rate or a recurring fixed rate for the provision of services, the agreed rates will be automatically and without prior notice indexed on each anniversary of the assignment letter in accordance with the consumer prices as published by STATBEL. 

4.1 The intellectual property rights relating to products and services processes and methodologies and any all supporting documentation thereto developed by ADDMORE at the Client’s request shall only be licensed or transferred, to the extent an explicit written agreement is executed in this respect, to the Client after full payment by the Client of the corresponding invoices. ADDMORE reserves the right to revoke the license to - or suspend the envisaged transfer of any intellectual property rights relating to the products or services until full payment of the corresponding invoices.

4.2 The intellectual property rights relating to products and services processes and methodologies and any all supporting documentation thereto developed by ADDMORE outside the context of this Agreement and / or prior to the commencement of this Agreement shall remain ADDMORE’s property. In so far and to the extent such intellectual property rights are incorporated in any output (products, services, supporting documentation, etc.) provided to the Client, ADDMORE shall grant the Customer a paid-up, royalty-free, worldwide license to any such intellectual property rights.

4.3 Except for willful misconduct or fraud, ADDMORE does not represent or warrant that the products and services transferred or licensed to the Client do not infringe any third-party intellectual property rights.

4.4 ADDMORE does not represent or warrant that the products or services provided to the Client are capable of industrial and/or commercial exploitation, the risk in this respect shall be borne solely by the Client. It is the Client’s sole responsibility to assess the validity of the products and services in relation to the envisaged industrial and/or commercial exploitation and the Client is advised to seek professional legal advice in this regard.

5.1 Scope.
The Client expressly accepts that the liability of ADDMORE, in the absence of intervention by the professional liability insurer, is in any case limited to the agreed remuneration for the services that are directly responsible for the damage. The liability of ADDMORE is in any case limited to 10.000 EUR. Any other form of damage, including but not limited to loss of profits, opportunities, Clients, suppliers, indirect damage, damage incurred by third parties is expressly excluded. 

5.2 Claims.
The Client will inform ADDMORE by registered letter of any claims, at the latest one year following the damage event.

5.3 Indemnification with regard to third parties.
Unless specifically stated otherwise in writing by ADDMORE, the Client explicitly acknowledges that it is the sole beneficiary of the services and entitled to invoke any rights from the engagement letter. The Client undertakes to indemnify ADDMORE against all claims from third parties in connection with the provision of services.

6.1 Processing Responsibility.
ADDMORE may, depending on the situation, act as a data controller or processor of personal data of the Client and/or designated third parties. As a controller of personal data, ADDMORE exercises due diligence as set out in its privacy policy, published on its website https://www.addmore.be. 

6.2 Consent and use data.
The Client expressly consents to this processing of personal data. The following personal data will be processed in the context of the agreed services: first name, surname, address, telephone number(s), professional position(s), gender, date of birth, bank account number, e-mail address(es), etc. The above data is used by ADDMORE to facilitate the agreed services, manage your client file, optimize administration and conduct market research. The Client may withdraw such consent at any time, either in full or for one or more of the above purposes. Withdrawal of consent is done via email to privacy@addmore.be. Withdrawal of consent shall not affect the lawfulness of prior processing of personal data, nor the provision of information to public authorities based on legal or judicial obligations.

6.3 Retention of personal data.
ADDMORE retains all personal data in its databases in accordance with data protection rules and this until such time as they are deleted, in accordance with the legal retention period applicable to ADDMORE.

6.4 Access to data and objections.
The Client has the right to request access to and/or copies of personal data at any time, as well as to update, correct or delete such data. If the Client wishes to exercise the above rights, the Client should send an e-mail to privacy@addmore.be. ADDMORE reserves the right to ask for a copy of the identity card for security reasons. For questions or complaints regarding the processing of personal data, the Client can always email privacy@addmore.be.

7.1 Applicable law and forum.
Only Belgian law, with the exception of the provisions of international private law, applies to all legal relations between ADDMORE and the Client. The courts of the judicial district of Antwerp, Antwerp division, shall have the exclusive authority to handle any disputes between ADDMORE and the Client. 

8.1 The possible invalidity of one or more provisions shall not affect the validity and enforceability of the other conditions. The invalid or unenforceable provisions must always be interpreted and explained or, as the case may be, replaced by valid and enforceable provisions that are similar in content, scope and intent to the initial provisions.