Conditions

General conditions of purchase, sale and delivery

1. DEFINITIONS

In these general terms and conditions the following terms shall have the following meanings:

• "AVG or GDPR"EU Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
• "Services": all work performed by VanRoey for or on behalf of the Client, whether or not in connection with the delivery of Products under an Agreement.
• "Down-Time": Time that Online Services are unavailable.
• "Offer"and/or "Project Proposal": the order or order form, or proposal for Agreement, prepared by VanRoey, which is signed by the Client and pursuant to which the order of Products and/or Services is made.
• "Client or Customer": any legal entity with whom VanRoey concludes an Agreement, or is still negotiating an Agreement, regarding the supply of Products and/or the provision of Services.
• "Agreement or Contract"means any Agreement concluded between VanRoey and the Client, any "Change Request" or supplement thereto, as well as all (legal) acts in preparation and/or in execution of that Agreement.
• "Force majeure": Any circumstance beyond the reasonable control of a party that prevents that party from performing its obligations under the Agreement, including fire, flood, earthquake or other natural disasters, acts of war or terrorism, riots, orders of the authorities , government intervention poor financial or economic situation of a party due to a pandemic, partial immobilisation or interruption of its systems due to hackers or viruses, total or partial internet stagnation, and failure of a third party involved in the performance of the Agreement that is not a subcontractor of the Supplier (e.g. Microsoft, Telenet, ...)
• "Party": Principal or VanRoey.
• "Products": any hardware, equipment, goods, parts, materials of third parties supplied by VanRoey as part of a Service or purchased by the Client from VanRoey.
• "Resources": The resources made available to the Principal under the Agreement as reflected in the signed Quote or Project Proposal, supplemented by Change Request(s) as appropriate.
• "VanRoey": Van Roey Automation NV, a company incorporated under Belgian law with its registered office in Belgium at Kempenlaan 2a, bus 6, 2300 Turnhout, registered under VAT BE 0457.553.651.
• "Web sales": sales via e-commerce platforms such as Webstore.be or VanRoey.be or " Customerportal" in which the Customer places orders or orders himself online.

2. SCOPE

1. These terms and conditions shall apply to all offers, quotations/project proposals, agreements, deliveries, transport and invoicing emanating from VanRoey, and to all agreements between VanRoey, on the one hand, and the Client, on the other hand, insofar as they have not been expressly deviated from in writing. These conditions always take precedence over conditions emanating from another contracting party or from a third party, unless and only insofar as expressly agreed otherwise between the parties.
2. Per individual Product, or per individual Service, special conditions with product- or service-specific provisions as well as contract terms may also apply, in case of conflict between these General Terms and Conditions and the special conditions of the product- or service-specific contract, the special conditions shall prevail over the General Terms and Conditions.
3. In case the Client wishes to call upon VanRoey's Products and/or Services for non-professional use, the Client must notify VanRoey in writing in advance. If the Client fails to give prior notice, it will irrevocably be considered a professional user, acting within the framework of its professional activities, regardless of whether or not it uses a VAT number.
4. All offers and quotations of VanRoey, as well as the data provided by it, shall always be free of obligation, shall only apply by way of information and shall not bind VanRoey. The prices stated in offers shall apply, unless expressly agreed otherwise, for thirty (30) days from the date of the offer.
5. An order/assignment from the Client shall only be contractually binding on VanRoey if VanRoey has expressly accepted its contents in writing. On the part of the Client, each order/assignment immediately constitutes a contractually binding offer, even before its written acceptance by VanRoey. The use and/or keeping by the Client of any Product or the performance of Services by or with the knowledge of the Client shall constitute sufficient proof of its order by the Client, its acceptance of these General Terms and Conditions and its permission to invoice the relevant Products and/or Services.
6. The parties recognize that the performance of an Agreement will depend on their cooperation they must therefore provide all information reasonably requested of them. Failure to provide such cooperation and information will affect the performance of the Agreement. The Parties will clearly agree among themselves who will act as contact person for each Party. Parties undertake to ensure that the contact information they provide is always up to date. If there are any changes to this information, Parties are obliged to communicate this as soon as possible.

3. DURING

1. If the Agreement concluded between the Parties is a term agreement, the Agreement shall be for the term agreed between the Parties, failing which the term shall be one (1) year.
2. The duration of the Agreement shall be tacitly extended in each case for the duration of the period originally agreed upon, unless a Party terminates the Agreement in writing with due observance of a notice period of three (3) months prior to the end of the period in question, provided that no third party is involved to which a different notice period applies.
3. If, during the term of the Agreement, as a result of a decision of the Client, changes to the agreed volumes (of Services) take place or the volumes (of Services) change to such an extent or the agreed volumes (of Services) are not met so that the performance of Agreement becomes unprofitable for VanRoey, VanRoey has the right to adjust or unilaterally terminate the Agreement, without compensation and subject to a notice period of (6) six months.

4. SPECIFICATIONS/ PERSONNEL

1. VanRoey reserves the right at any time to make changes and additions to the product specifications it previously communicated or the predefined service, in the event that they are the result of the technical evolution of the Products/Services or economic conditions. VanRoey shall guarantee, in the event of any changed product specification, functionalities and performance of the Product or Service provided as equivalent as possible.
2. VanRoey reserves the right to determine which employees are assigned to an assignment, as well as to replace these employees during the assignment. In accordance with Article 31 §1 of the Act of 24 July 1987 on temporary work, temporary employment and the posting of employees to users, the Client, its employees or agents may not give instructions to VanRoey's employees and must refrain from exercising any form of authority over VanRoey's employees.

5. REJECTION BAN

1. The Client undertakes not to directly or indirectly employ or appoint employees or former employees of VanRoey or its subsidiaries or sister companies as consultants. This provision applies both during the Agreement and for a period of twenty-four (24) months after the end of the Agreement. The term provided for in the Agreement shall be decisive for this purpose.
2. In case of breach of this clause, the Client shall pay to VanRoey liquidated damages equal to 12 months' gross salary of the employee or former employee, as the latter was paid by VanRoey.

6. PRICES AND TARIFFS

1. VanRoey's prices are based on the values of wages and materials, foreign currency exchange rates, import duties, levies and taxes applicable at the time of the offer/quotation.
   The prices for the paying Services are determined in the quotation and/or in the service agreement between VanRoey and the Client. They are expressed in euro or in the currency agreed between the parties. Prices are set on the basis of an hourly/daily rate which may vary according to the level of Services to be performed.

   For standard working hours, being Monday to Friday from 08-18h, a rate of 100% applies. Outside standard working hours, an overtime rate applies. A rate of 150% applies on Monday to Friday from 18-22h and on Saturday from 08-22h. A rate of 200% applies on all days from 22-8h and on Sundays and public holidays. Execution of work is preferably done during standard working hours. Outside standard working hours, overtime applies. Overtime is always billable. A daily rate applies to an average working day of 8 hours performed during standard working hours.

   The prices are set Ex Works. VAT and other taxes or levies, costs for communication, translation, training, transport and accommodation, and in general demonstrable advances, are not included in budgeted prices or rates, unless explicitly stated otherwise.

   Costs for rush orders, urgent deliveries or interventions shall always be borne by the Client. All additional deliveries of Services performed by VanRoey at the request of the Client shall be invoiced immediately, separately to the Client at the rates generally applicable at the time. Each delivery of Products or Services must be seen as a separate transaction. Promotions relating to that delivery therefore do not affect previous or future deliveries, unless expressly agreed otherwise.

2. For Agreements longer than one (1) year, VanRoey's prices apply for a maximum of one (1) calendar year. For all Agreements, the prices may be adjusted annually on 1 January in accordance with the provisions of the Economic Recovery Act of 30 March 1976 in function of parameters representing the underlying real costs, including but not limited to the evolution of wages.
3. VanRoey reserves the right to adjust the prices of its Products and Services. If the delivery of all Products and/or Services does not take place at the time of the conclusion of the Contract, the indicated price may be changed by VanRoey if one or more of the composite cost elements change, for example in case of a price increase by the manufacturer or supplier. If the price increases by 20% or more as a result, the Client may terminate the contract by registered letter within five (5) working days after the announcement of the new price, without any right to compensation, for those Products, which are to be delivered after the new price comes into effect. Any sums already paid for this purpose shall be refunded. Failure by the Customer to respond within the aforementioned period of five (5) working days shall imply its agreement to delivery at the adjusted prices.
   Managed services, maintenance contracts and other fees of a recurring nature performed by VanRoey or solutions whose IP is owned by VanRoey will be indexed annually based on the following formula: New Amount = Old Amount x (0.2 + 0.8 x (New Index/Anticipation Index))

   Old amount here represents amount at the beginning of the contractual period prior to the indexation taking effect. The index referred to in this formula is the "Agoria Wage Cost Index PC 200 (national average)", referred to as the Agoria Wage Index PC200. This indexation does not relate to VanRoey's supplier offerings so that any supplier price fluctuations may be passed on to the Client at any time.

   Software licenses, Services and Products of which the IP is owned by third parties will be adjusted in accordance with the standard annual pricing arrangements of such third parties.

   A price adjustment based on the above formula does not give the Client the right to terminate the Agreement without notice.

4. In the event that a fundamental change in economic conditions (such as but not limited to changes in exchange rates, scarcity in the market and so on) results in an unreasonable or disproportionate burden on VanRoey for the performance of the Agreement, the parties will renegotiate in order to jointly agree on an equitable amendment to the Agreement.
5. Upon cancellation of the order by the Client, regardless of the reason for cancellation, VanRoey will charge the full amount of the costs already incurred under the cancelled order, with a minimum of 25% of the total order value of the cancelled order.

7. CONTACT MOMENTS

1. The Services will take place through a number of contact moments throughout the current contract year. These contact moments will be determined by mutual agreement between the Client and VanRoey.
2. These contact moments must take place within the current contract year and therefore cannot be carried over to the following contract year. If one of the contact moments cannot be scheduled within the relevant contract year, this shall under no circumstances give rise to a credit. The Parties undertake to take the necessary measures to have the contact moments take place on time.
3. If a contact moment cannot take place due to circumstances, the Client is obliged to inform VanRoey of this in time, at the latest 48 (forty-eight) hours/ 2 (two) working days in advance. The parties will then, by mutual agreement, schedule a new date, which must also take place within the current contract year.
4. If the Client fails to timely inform VanRoey that the contact moment cannot take place, the Client will have to pay a fixed compensation of 80 (eighty)% of the applicable daily fee at that time. In this case, the contact moment will also be lost outright; no new date will therefore be sought.

8. DELIVERY

1. The delivery of Products and Services by VanRoey takes place Ex Works. The risks associated with the solutions delivered shall pass to the Client at the time of delivery. The Client shall insure the risks at its own expense.
2. The delivery dates provided by VanRoey are indicative and are not binding to VanRoey. All time schedules, deadlines and delivery dates envisaged by VanRoey are drawn up within the framework of assumptions made by VanRoey for this purpose. Delay in delivery does not give the right to compensation or dissolution of the Agreement. Performance depends on a number of uncertain factors and these time schedules, deadlines and/or delivery dates therefore constitute an indicative approximation.
3. In case of delivery of Products, the Customer must immediately indicate on the carrier's order list upon receipt any discrepancies (in more or less) regarding the correct number of packages and the existence of transport damage. By signing the order list without additional entries, the Customer confirms its agreement to take delivery of the correct number of packages and the absence of transport damage. The absence of a box or transport packaging upon delivery is considered a defect. A defect is only at the expense of VanRoey on condition that the Client mentions the absence of a box or transport packaging on the carrier's order list. Complaints regarding the contents of transport packaging must be reported in writing within 24 hours of delivery, after which VanRoey will investigate the complaint. In case of unfounded complaint, VanRoey reserves the right to refuse subsequent delivery / replacement. All delivered Products must be received by the carrier at the time of the offer
4. Furnishing and modification of the place(s) where the Products and/or Services are provided shall be at the expense of the Client, who shall be liable for all damage to equipment and/or software, as well as for additional costs incurred by VanRoey as a result of untimely, incorrect or defective performance.
5. If the Client purchases and collects the Products from one of our offices, the signing of the invoice or another document shall constitute acceptance of the Products in the condition in which they are.
6. In the case of shipping to the Client, for example in the case of Web sales, the Client, will owe the shipping costs to VanRoey if the amount of the products and services purchased is less than €100, excluding VAT.
7. Payment for the Products and Services delivered shall constitute acceptance by the Customer of the conforming delivery.

9. USAGE RIGHTS AND LICENCES

1. The amount payable by the Client for the right of use of the application software developed by VanRoey relates to the user licence and to the legal maintenance of the application. However, are not included, the modifications in the legislation applicable to the software, which are so far-reaching that the architecture of the programming has to be fundamentally adjusted, or where various programming modules have to be largely rewritten. In such cases, a separate arrangement will be worked out. The costs for such adjustments may be charged to the Client.
2. Maintenance costs do not include the complete reprogramming of applications due to changed technological conditions.
3. As part of the Life Cycle Management of certain solutions such as specific software applications, VanRoey reserves the right to discontinue their support after a period of time.
4. The Client will always be notified if the support of a solution, which it uses, is discontinued. In doing so, VanRoey will respect a reasonable notice period.
5. The Client acknowledges that the use of Microsoft products/licences, or products/licences of other third parties, is subject to Microsoft's licence and usage terms and conditions https://www.microsoft.com/licensing/docs/customeragreement, or the licence conditions of the other third party. The Client must therefore comply with these terms and conditions.
6. If the Client orders Microsoft Licences, the Client can only modify or cancel this order on the same working day and on condition that the Client informs VanRoey about this at the latest at 4 pm on the working day of the order.
7. The licences ordered are considered a firm commitment from the next day and cannot be cancelled or reduced during the term of the contract. The Client is himself responsible for correctly passing on his order. VanRoey bears no responsibility whatsoever for quantities incorrectly passed on by the Client.
8. If the Client enters into a contract for a specific term (e.g., 1 year) and chooses monthly billing, the Client will be required to pay a termination fee equal to the monthly fee multiplied by the number of months remaining in the original contract term upon any interim termination of the licenses.

10. INSTALLATIONS AND INTERVENTIONS

1. Unless otherwise agreed in writing, the Customer shall take care of installation of the Products itself. In the event of installation by VanRoey, the Client shall make available all facilities necessary for the execution of the performance (such as free access to the Products and the associated products, documentation for making the diagnosis, electrical current, telephone, presence of the Client or a person appointed or designated by the Client who personally uses the Products and is aware of the Client's needs, ...). Installation that cannot proceed due to the absence of the aforementioned facilities will be invoiced separately by VanRoey.

11. PAYMENT

1. All payments must be made within thirty (30) days of the invoice date, unless another term of payment is provided on the invoice, without any deduction or set-off, unless otherwise agreed in writing.

   All current and future taxes and additional levies and costs, of whatever nature, related to the execution of the assignment are at the expense of the Client.

2. By default, invoices will always be delivered electronically via the delivery platform chosen by the Client. If the Client nevertheless wishes to deliver his invoice on paper, this is only possible if explicitly requested in writing to invoice@vanroey.be
3. Invoices must be disputed within a period of eight (8) weekdays from their date of issue, otherwise they will be considered accepted. If part of an invoice is disputed in good faith, the undisputed part will be paid immediately. After settlement of the dispute, all amounts due to VanRoey shall be paid including the interest mentioned below, and this from the day on which the amounts were due.
4. In case of non-payment on the due date, a default interest of eight (8) % on an annual basis shall be payable on the invoice amount, ipso jure and without prior notice of default, from the due date until the day of full payment. Furthermore, in case of non-payment, a lump-sum compensation of ten (10) % of the principal amount, including VAT, shall be due by operation of law and without prior notice, subject to a higher compensation if a greater damage is proved. All relevant recovery costs incurred by VanRoey, following the delay in payment, shall be borne by the Client.
5. Payment of invoices may not be made dependent on the activation of the delivered Products.
6. If Services are suspended due to late payment, the Client will not be able to claim any damages on VanRoey's behalf. In this case, the Client shall also indemnify VanRoey for any claim by third parties as a result of such suspension.

12. RETENTION OF TITLE

1. Ownership of the Products delivered shall pass to the Customer only when the latter has fulfilled all its obligations towards VanRoey. Transfer of ownership shall therefore only take place after payment of all claims arising from the business relationship with the Buyer. As long as the ownership of the delivered Products has not passed to the Client, the latter shall not be entitled to alienate, pledge or encumber the delivered Products with a right in rem.

13. SOFTWARE INTELLECTUAL PROPERTY

1. In the context of software application delivery, VanRoey can provide three forms of software:
   • Software owned by third parties
   • Standard software owned by VanRoey
   • Bespoke software developed by VanRoey for the Client.
2. Intellectual property rights, of whatever nature, disclosed by VanRoey to the Client within the framework of the execution of the order shall remain the property of VanRoey or the third-party supplier. The Client guarantees that all documentation and information provided by it to VanRoey with a view to the execution of the order and its use is free of intellectual rights of third parties, and indemnifies VanRoey against any loss, damage, costs, expenses or other claims resulting from an infringement of the intellectual rights of third parties.

   The Client acknowledges that the intellectual property rights of any kind relating to the generic knowledge and know-how made available by VanRoey in the execution of the order are owned by VanRoey or third-party suppliers and remain its property. The Client is granted a non-transferable and non-exclusive right to use the software, under the terms and conditions of the software developer. The Client does not have the right to make adjustments or changes to the software, nor to distribute the software to third parties or have it used by third parties even if he has the source code. The Client shall only use the software for its internal business operations, and shall not sub-licence, distribute or otherwise make the software available to any third party, partner or related company or controlling company.

3. Unless expressly agreed otherwise, the intellectual property rights to the results of the order shall remain the property of VanRoey. Even if agreed otherwise, the intellectual property rights to the results of the order shall only pass at the time of full payment of all invoices related to this order.
4. In case software owned by third parties is purchased directly by the Client from the third-party supplier or supplied by VanRoey, the terms of delivery, licences, warranties, conditions of support and other contact conditions imposed by the third-party supplier shall apply. VanRoey shall not accept any additional obligations in this respect. The Client itself should take timely notice of these terms and conditions, which it accepts and signs.
5. Unless expressly provided otherwise in a Special Agreement, a licence price does not include delivery, installation, training, special documentation or other services related to the software. If VanRoey installs software pursuant to a Special Agreement, it will be considered accepted upon termination of the installation.

14. BREAKING

1. In the event that the Agreement is unilaterally terminated by the Client, it shall owe VanRoey compensation equal to 25% of the agreed price subject to higher compensation if higher damages are proven. This notwithstanding VanRoey's right to claim higher damages based on the product-specific Agreement.
2. Parties may terminate the Agreement after notice of default and subject to a reasonable period of notice if:
   • the other party is declared bankrupt
   • the other Party is placed under provisional administration
   • Products are seized by third parties
3. In the event of non-payment, VanRoey shall also be entitled, without notice of default and by operation of law, to suspend all further deliveries to the Customer and/or to declare the current Agreements dissolved, and to have the delivered products collected immediately at the Customer's expense and to claim damages.
4. In the event of Force Majeure, the parties will have the right to temporarily suspend their obligations.

15. ACCEPTANCE AND WARRANTY

1. A complaint or protest against the invoice can only be considered if it is made in writing within a period of eight (8) days from the invoice date. All Products, works and Services are deemed to be accepted by the Client upon their delivery.
2. Any warranty due to hidden or hidden defects of Products is limited to the replacement or repair of the defective merchandise, as guaranteed by the manufacturer. No other indemnity or reimbursement of costs or interest may be claimed in addition.
3. Consumables such as batteries, cartridges/toner are excluded from warranty.
4. All Products supplied by VanRoey are covered by the warranty given by the manufacturer. During this period, in case of non-operation, the Products can be exchanged according to the manufacturer's conditions. These Products must always be returned by the purchaser in their original packaging, together with the original purchase receipts. Should the Products prove not to be defective after inspection by the manufacturer, the Customer will have to reimburse the costs incurred by VanRoey.
5. Services shall be deemed accepted if the delivered Services are not disputed within a period of five (5) business days. This provision applies unless the service specific Agreement has a different acceptance mechanism.
6. Software solutions whose IP is owned by VanRoey have the following warranty conditions: VanRoey takes due care in the development of the software, it being understood that software is intended for application by multiple users and is therefore of a general nature. VanRoey warrants that the software will be delivered with normal professional care in a diligent and competent manner, and that the software will function in accordance with the documentation. Correcting, within reasonable and commercially feasible limits, any non-conformity with this warranty shall be VanRoey's sole obligation provided that the Client notifies VanRoey in a sufficiently clear and written manner, with all necessary screen shots, within thirty (30) days after the software is delivered or within thirty (30) days after successful completion of acceptance testing, if applicable. This warranty is not applicable in case of faulty use of the software or unauthorised modifications, nor any other causes which are extraneous to VanRoey. VanRoey does not guarantee and is not responsible for the operation of products or services provided by third parties and not sold by VanRoey, nor their compatibility or integration, nor for any information provided in this respect.
7. The following items are never covered by the warranty. The interventions as a result of any cause external to the delivered goods, such as, among others:
   • incorrect or abnormal use or operation, negligence on the part of the Client, defects in the electronic installation, overvoltage, failure by the Client to comply with local specifications;
   • any maintenance, any adjustment by persons not authorised in advance in writing by VanRoey;
   • irregular operation of equipment to which the delivered products were connected;
   • any return of Products to our address without our written consent;

In all these cases, in addition to the time and costs spent on them, spare parts will also be invoiced at the rates and prices applicable at that time.

16. RESPONSIBILITIES

1. The parties acknowledge that the success of work in the field of information and communication technology depends on proper mutual cooperation. The Client shall always render all cooperation reasonably requested by VanRoey in a timely manner.
2. In order to enable VanRoey to properly perform the Agreement, the Client shall always provide any data or information reasonably required by VanRoey in good time. The Client guarantees the accuracy and completeness of the information provided by it to VanRoey.

   The Client shall provide VanRoey with all information which they know, or should know, is necessary for VanRoey's performance of the Agreement.

3. The Client bears the risk of selecting the Products and/or Services to be provided by VanRoey

17. LIMITATION OF LIABILITY AND INDEMNITY

1. If one of the Parties fails to fulfil one or more of its obligations under the Agreement, the other Party shall declare it to be in default by operation of law. The notice of default shall be given in writing and the defaulting Party shall be granted a reasonable period of at least thirty (30) days to still fulfil its obligations. The notice of default must contain as complete and detailed a description of the default as possible so that the other Party is able to respond adequately.
2. The Party that imputably fails to fulfil its obligation(s) shall be liable to the other Party for compensation of the damage suffered or to be suffered by the other Party. The occurrence of any right to compensation is always subject to the condition that the Party suffering damage reports the damage in writing to the Party that is in default as soon as possible after the occurrence thereof. Any claim for compensation shall lapse by the mere expiry of twelve (12) months after the claim has arisen.
3. Under no circumstances shall VanRoey be liable for any damage related to the use of the Products it has delivered or of the related information and/or documentation, nor for any other damage which is not the direct and immediate consequence of a fault of VanRoey, such as, but not limited to, communication costs, loss of income, claims of third parties, loss of data, damage and/or defects due to materials or information provided by the Customer or by third parties.
4. Unless expressly agreed otherwise, VanRoey's Services are resource commitments. The Client itself is responsible for the accuracy and completeness of the information provided by it. In performing the Services, VanRoey can only be held liable for its own gross negligence.
5. Under no circumstances will VanRoey be liable for defects in the material, hardware or software in which the Products it supplies were implemented by or on the instructions of the Client.
6. VanRoey's liability with regard to direct damage will be limited to reparation in kind. If recovery in kind is no longer possible, VanRoey's liability shall be limited to the amount covered in the relevant case under VanRoey's BA exploitation and/or BA after delivery insurance. If, for whatever reason, no coverage under the insurance BA exploitation and/or BA after delivery can be invoked, any liability claim in principal, interest and costs, shall be limited to half of the amount paid by the Client for the services sold under the relevant Agreement, during three (3) months preceding the claim concerned. In no case shall the total compensation for direct damages under any Agreement exceed EUR 50,000.
7. The Client declares to have been fully informed by VanRoey about characteristics, operation, possibilities and limitations of use of the equipment and/or software, as well as the problems of adaptation, integration and extension that may arise, and waives any claim against VanRoey in this respect.
8. In the event of installations or services provided by VanRoey in connection with external connectivity, VanRoey may under no circumstances be held responsible for the quality of the connection, for the consequences of the use of these connections, nor for "hacking", misuse of information, damage or loss of data, nor for the content of the website(s) of the Client, nor for their compliance with existing legislation and regulations.
9. Costs charged by third parties can in no way be recovered from VanRoey unless with prior written agreement.
10. The parties indemnify each other against claims that services and/or applications infringe the intellectual property rights of third parties.

18. CONFIDENTIALITY

1. As part of the provision of services, the parties will come into contact with each other's confidential information. The parties are therefore obliged to observe strict confidentiality with regard to all confidential information they obtain through the execution of the Agreement, both during the execution of the Agreement and after the termination of the Agreement.
2. The parties guarantee and undertake to comply with this confidentiality obligation by everyone for whom they are responsible.
3. This provision shall not apply to information:
   • which is part of the public domain or literature, other than by reason of the negligence of the other party;
   • received from a bona fide independent third party who is not bound by an obligation of confidentiality with respect to such information.

19. RECONSTRUCTION OF DATA AND PROGRAMMES AND DATA PROTECTION

1. The Client is solely responsible for setting up procedures that allow it to reconstruct lost or modified files, data or programs at any time, regardless of the cause of the loss or modification. The Client must at least at all times have the necessary back-up copies of its computer programs, files and data at its disposal.
2. Regarding theft encryption or loss of data, VanRoey's responsibility is limited to installing security technology if the Client orders it from VanRoey. VanRoey can never be held liable for damage caused by third parties in the Client's system.
3. In those cases where the Agreement involves the processing of personal data and VanRoey will act as a processor, the following processing agreement will apply : https://www.vanroey.be/voorwaarden/#tab6

20. JURISDICTION AND APPLICABLE LAW

1. These General Terms and Conditions and all agreements between VanRoey and the Client shall be governed exclusively by Belgian law. The application of the Vienna Sales Convention is excluded.
2. Disputes between Parties that are not settled within five (5) Business Days shall be promptly submitted to the management of both Parties in order to obtain a management decision. Disputes that are not settled by the management within fifteen (15) Business Days shall, at the request of the most diligent Party, be settled by the competent courts of the district of Antwerp, department Turnhout.
3. In urgent cases, each Party always has the right to apply to the Court of Antwerp for an interim injunction.

21. OTHER PROVISIONS

1. If one or more articles of the Agreement should be invalid or otherwise non-binding, this shall not affect the validity of the remaining articles of the Agreement. Parties will then, if necessary in joint consultation, as much as permissible, in the spirit of the intention of the invalid or non-binding articles comply with the Agreement. Furthermore, the Parties will then, if necessary in joint consultation, adjust the Agreement as far as necessary, in the sense that the non-binding articles will be replaced by provisions that are binding and differ as little as possible from the non-binding articles in question.
2. The Agreement contains all agreements between the Parties relating to the Agreement and supersedes all previous written and oral agreements made by the Parties in this respect.
3. VanRoey reserves the right to change these terms and conditions at any time. It is therefore up to the Client to check these terms and conditions regularly.

These terms and conditions were last updated on 1/07/2024

Privacy: your data is safe with us

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Your privacy is very important to us. In order to keep the collected data safe, VanRoey takes the necessary measures to protect your data. Through this statement, we provide you with clear and transparent information about the data collected, how it will be used and with whom it may be shared.

This Privacy Statement should be viewed in conjunction with our Terms of Use and Cookie Policy. VanRoey will regularly update its Privacy Statement and make the latest version available online at https://www.vanroey.be/voorwaarden.

This Privacy Statement was reviewed and last updated on 14/05/2024.

Contact details and Data Protection Officer

This privacy statement applies to the collection, management, use and sharing of your data by VanRoey.

Personal data may be passed on to any legal successors and affiliates for the same purposes as stated in this Privacy Statement. Your data may be handled within VanRoey by different departments depending on the predefined purpose (e.g. accounting, marketing or sales department). For some aspects of service provision, we work with third parties or engage subcontractors. The transfer of your data is only for the same purposes as at Van Roey Backoffice BVBA itself. We ensure that these parties manage your data securely and respectfully.

In order to provide the best possible service, your data may exceptionally also be shared with external processors. If we do this, we will ensure that your data is processed and used confidentially and in a secure manner.

It is possible that your personal data may be shared with international institutions. By using our services, you give your explicit permission to share your data with these institutions. Of course, we also ensure that data is processed in accordance with our objectives and that data is not shared or processed in an unlawful manner.

To protect your data, a Data Protection Officer has been appointed within the organisation. This position is filled by Van Beers Inge, Kempenlaan 2, B-2300 Turnhout. You can contact her at the following e-mail address: privacy@vanroey.be

Objective of processing and legal bases

This privacy statement applies when you interact with VanRoey's various services as a customer, supplier or in any other capacity.

Your data may be processed for a number of different purposes, including:

• Purchase/sale: of goods and/or services.
• Customer management: Informing customers, managing customer information with a CRM system.
• Direct marketing: to provide you with targeted communications, event information, promotions, offers and other advertisements.
• Supplier management: requesting information from suppliers, managing supplier information
• Staffing: Informing the client and candidate.
• (Financial) administration: handling your payments, in order to comply with legal obligations.

The following legal grounds apply to these processing operations:

• Permission: The permission will mainly be used in the context of Direct Marketing. In order to keep you informed about offers and promotions by e-mail, we need your permission. If you do not receive it yet, you can register via our website: https://www.vanroey.be/nieuwsbrief.In those cases where your personal data are processed on the basis of your explicit consent, you may withdraw this consent at any time. In that case, we will also stop the processing. Please note that if we are not allowed to process your personal data, we will not be able to continue providing certain services.
• Preparation and implementation of the agreement: In order to bring the agreements entered into to a successful conclusion and to provide a correct service, it is necessary that we process certain personal data, such as your contact details and financial data.
• Legal obligation: Under applicable law, under certain circumstances we are obliged to process and store your personal data for a certain period of time, such as legal obligations in connection with invoicing.
• Justifiable interest: In this case, where your data is collected in a way other than in accordance with the consent, we process the data according to the legitimate interest of the data controller. Our legitimate interest relates to the optimisation of our service, in which case we do not process more data than is strictly necessary and we respect your rights to the protection of your personal data.

Categories of personal data

We process your personal data for the above-mentioned purposes. In each case, we will only process the personal data necessary for the aforementioned purposes. VanRoey undertakes not to further use these data in a manner contrary to these purposes or this privacy statement.

For the above purposes, we may request, store and process the following personal data from you:

• Ordinary categories of personal data: Within the framework of the stated objectives, we will process ordinary categories of personal data. These include, but are not limited to, your contact details such as surname, first name, address, telephone number, e-mail address, etc.
• Behavioral data: In order to achieve certain objectives, we will, to a limited extent, process the behavioural data of our customers, such as, for example, the purchasing behaviour of customers. In this way, we prevent e-mails from being sent to a target group that is completely uninterested in certain products or services.
• Financial data: In order to ensure correct invoicing, it is necessary for us to process certain financial data of our customers. This generally includes company data such as SWIFT code, BIC code, bank name and account number. However, for both company data and financial data relating to natural persons, we give these data a special protection.

The personal data that are processed on your behalf are obtained directly from you as the data subject and, in order to perform certain services, more data may be requested. We undertake to process only those data that are necessary for the services provided to us and under no circumstances will special categories of personal data be processed; if you, as the data subject, provide us with such personal data yourself (as the data controller), we will assume explicit consent to be able to process them.

4. Protection of your data

To ensure maximum protection of your personal data and privacy, VanRoey takes all possible organisational and technical measures to protect it against unauthorised access, theft, accidental loss, manipulation or destruction. A team of Network Security Engineers ensures the security of our IT infrastructure and our employees are trained to properly handle confidential data.

Should a data leak nevertheless occur, with unfavourable consequences for your personal data, you will be informed personally by the circumstances provided for in the law.

5. Viewing, correcting or having data deleted

As required by law, you have the right to access your data. You can ask us if we process personal data about you; what we process it for; what categories of data we process; what categories of third parties we share your personal data with; what is the origin of the data processed and what is the logic we use if we would process certain personal data automatically.

You can exercise your right of access in writing by sending an e-mail to privacy@vanroey.beYour request will be answered no later than 30 days after receipt and provided that you have received all required information. In order to exercise your right of access and to prevent any unauthorised disclosure of your personal data, we may ask you to provide proof of your identity.

You also have the right to have incomplete, erroneous, inappropriate or outdated personal data removed or changed, for which you can always contact us by e-mail; we will then amend this information within the statutory deadlines if necessary; please note that sometimes, depending on your request, we are no longer able to offer you some services; as certain data are required by law to be kept for a specific period of time, not all of the requested data can always be removed.

In order to keep the information up to date, we ask you to report any changes to us.

6. Right to image

It is customary for us to make video or video recordings of those present at events. Every time we do so, we also take all measures to ensure that we respect your right to your image at all times. We therefore wish to inform you thoroughly about this so that you are aware of this possibility, and so that you know what you can do in this respect.

We would like to inform you that if you participate in an event organised by a company of the Van Roey ICT Group, there is a possibility that an image or video recording of you will be made, which can then be used as atmospheric images on our website or via social media. by participating in these events, you give us the explicit permission to make these images and to actually use or publish them, and we will always show the necessary respect for your personal life atmosphere.

If you don't want to be on a photo, you are always free to inform the photographer and he will take this into account.

If we publish a photo with you on it, and you object to this, you can always contact our Marketing Department at the following e-mail address marketing@vanroey.beIn this case, we will take the necessary steps to ensure that this is rectified as soon as possible. In order to comply with this right, we must of course be able to identify you, so please provide the necessary information so that we can deal with your objection as quickly as possible.

This possibility is of course without prejudice to your rights as provided in the previous privacy statement. You can also contact our privacy officers at any time.
privacy@vanroey.be.

7. Marketing Automation

VanRoey makes use of marketing automation. In this context, data are kept of which pages are visited on our website, and which articles are looked at. In this context, only the visitor's IP address will be recorded. This processing will take place on the basis of the legitimate interest of our company. The data collected in this way will not be further linked to other personal data.

Marketing cookies are only installed as soon as the visitor has given his/her explicit consent. Further data will only be linked as soon as the visitor fills in his/her data on one of the forms on our website. Based on this double consent, we try to protect the rights and freedoms of our visitors as much as possible.

These cookies are installed for a period of 1 year, after the visitor has given his/her consent. The data will not be kept longer than necessary for the purpose we have set.

8. Retention period

Data of customers, suppliers and other involved parties are not kept longer than necessary. In doing so, we test necessity and take into account the legal obligations to which VanRoey is subject.

When personal data is archived, we respect the applicable legal and administrative requirements and we monitor the use of this personal data in our processing processes.

Questions

If you have any questions about our privacy policy or if you would like to change your details, please do not hesitate to contact us. Our team of specialists and lawyers are ready to provide you with a suitable answer. If you have a complaint, you can also report it using the contact details below.

If you are not satisfied with the answer you received, you can also contact the Data protection authorityContact details can be found on their website.

Cookie Statement

Our contact information:

• E-mail address: privacy@vanroey.be
• Address: VanRoey - Kempenlaan 2a - Bus 6, Turnhout
• Telephone: 014 470 605

Agreement on the use of this site

GENERAL

By accessing the www.vanroey.be website, the user declares himself aware of the terms of use below.

2: INFORMATION

The term "information" is understood to mean: All possible data, knowledge and information, provided by any means and in any form, including images, graphics, products, services, layout, software, music, sound, photographs ... This description is not exhaustive and also includes all possible other items.

3. INTELLECTUAL PROPERTY RIGHTS

• All information provided on www.vanroey.be is covered by all possible intellectual property rights(such as copyrights, drawings and models, the right to databases,...), Copyright © 2024 VanRoey. All rights reserved.
• Users of the www.vanroey.be website acknowledge and accept that all information is and remains the exclusive property of VanRoey and its respective content providers.
• The distribution, sale, reproduction, publication, adaptation, adaptation, translation or use for commercial purposes of any information whatsoever, whether digital, on paper or in any other way, is strictly prohibited without the prior written consent of Van Roey Automation.
• Some names, signs, brands or logos appearing on the website www.vanroey.be or the sites of its content providers are registered and thus protected trademarks.

4. USE OF THE WEBSITE

The use of www.vanroey.be is limited to personal and non-commercial purposes. Any commercialisation of the information provided, in whatever form, is strictly prohibited.

5. LIMITATION OF LIABILITY

www.vanroey.be tries to make all information as reliable as possible, and tries to check its sources as closely as possible, as well as to keep the data as up-to-date as possible. Despite all our care, www.vanroey.be cannot be held liable for, among other things:

• The correctness, completeness or suitability of the information made available to the users on www.vanroey.be, even if this has serious consequences, even if they have been informed in the meantime;
• The good outcome of any tips and/or advice given by www.vanroey.be or its content providers;
• Any direct, indirect, incidental damage or any other damage resulting from the use of the website www.vanroey.be or the impossibility of using it. In particular, Van Roey cannot be held liable for damage suffered as a result of a loss of use or of data obtained via www.vanroey.be or its content providers;
• The malfunctions, errors or interruptions in the electronic publications of www.vanroey.be and in those of its content providers;
• The infringements committed by third parties via the services and information offered on www.vanroey.be or its content providers. The aforementioned list is not exhaustive and extends to all possible liabilities to which www.vanroey.be can be held. If you do not agree with these terms of use, you have any right of recourse in not using the website www.vanroey.be.

6. HYPERLINKS

In order to promote the convenience of its users, www.vanroey.be offers hyperlinks that are managed by third parties. These are examined as much as possible before being linked to www.vanroey.be However, www.vanroey.be cannot be held liable either for the content, or for the availability, or for the damage that may result from the use of these.

7. UNAUTHORISED OR PROHIBITED USE

By using the website www.vanroey.be, the user undertakes under no circumstances to use this site for illegal or unauthorised purposes. For example, the user undertakes:

• Respect all intellectual rights, both those of Van Roey Automation and those of third parties;
• To respect all human rights, in particular the right to a private life;
• Refrain from uploading or downloading any information that is unlawful, harmful, racist, obscene, sexist or for any other reason objectionable;
• No unauthorized advertising or publicity;
• No files infected with viruses, corrupted files or any other software or programs capable of damaging the operation of another computer, upload;
• Do not send or post unsolicited messages;
• Refrain from cracking, damaging or hacking the system of www.vanroey.be or any other system accessible via the Internet;
• Not to violate national or international laws.

8. RESTRICTION OF ACCESS

www.vanroey.be reserves the right to deny any user access to all or part of this website, and to the linked www.vanroey.be sites, unilaterally and without prior notice, for any reason whatsoever.

9. MODIFICATION OF THE PRESENT CONDITIONS AND PROVISIONS

www.vanroey.be reserves the right to change the terms, conditions and warnings under which this website is offered to you. As a user, you are therefore obliged to read the general terms and conditions of use each time you visit the site.

10. CONTACT

You can contact us at info@vanroey.be.

PRIVACY

www.vanroey.be is committed to maintaining a confidential relationship between its users and www.vanroey.be itself. Therefore, www.vanroey.be is compliant with the provisions of the GDPR/AVG legislation. For more information on this, please refer to the 'GDPR' tab.

FINAL PROVISION

These general terms and conditions of use are governed by the laws of Belgium. You hereby acknowledge that any dispute arising out of or in connection with the use of this site or any of the linked sites shall be submitted to the jurisdiction of the courts of Brussels (Belgium).

13. ELECTRONIC INVOICING

Invoices will be delivered electronically via the delivery platform chosen by the customer. If the customer wishes to have his invoice delivered on paper, this can be done by simple request to admin@vanroey.be

Email disclaimer

The information in this e-mail is confidential and intended only for the addressee(s) indicated in the message. If you are not the addressee, we ask you to inform the sender and destroy the original and any copies unread. Disclosure, reproduction, distribution and/or provision of the information received in the e-mail to third parties is not permitted.

VanRoey.be is not responsible for the correct and complete transmission of the information in this medium or any delay in its receipt. VanRoey.be cannot guarantee that this email is free of viruses, or that it was sent without the unauthorized intervention of a third party.

VanRoey.be cannot give any guarantee or guarantee with regard to the correctness and/or completeness of the information in the e-mail message and can therefore not assume any obligations. VanRoey.be is obliged to exclude liability for direct and/or consequential damage resulting from the use of, or reliance on, this e-mail message and/or the content thereof.

No rights can be derived from this message - including the appendices - unless otherwise agreed in writing. Legally binding obligations can only be the result of a written document, signed by authorised representatives.

Processing agreement

In the performance of the Services, the Client will provide VanRoey with access to personal data. This Processor Agreement applies whenever VanRoey acts as a processor.

VanRoey therefore undertakes to process these personal data only to the extent necessary for the performance of the Services. In doing so, VanRoey will always comply with its obligations as provided for in the General Data Protection Regulation. (AVG)comply.

If the Client requests information which falls outside the scope of the Services, VanRoey will point this out to the Client. In these cases, VanRoey will therefore not communicate this information to the Client, if this would constitute a violation of the AVG. VanRoey will inform the Client accordingly.

In the context of the Services, the Client will act as the Controller. VanRoey will act as the Processor. Accordingly, the Parties shall each comply with their respective obligations as provided for in the AVG.

The following provisions apply to data processing by VanRoey.

ART. 1 - GENERAL

1. As a Processor, VanRoey will process, among others, the following types of personal data, addresses and financial data of third parties, contact details of customers,... .
2. The Processing of personal data will concern the personal data of the following categories of data subjects, Employees, customers, suppliers, etc.
3. The data shall only be processed for the purpose of performing the Services, or within the framework of legal obligations of the Client or of VanRoey. The data shall be processed for the entire duration of the Services, or for as long as such processing is necessary within the framework of legal obligations of the Client or of VanRoey. If VanRoey has to process the data on the basis of a legal obligation, it will inform the Client immediately, unless VanRoey is not permitted by law to communicate this to the Client.
4. VanRoey will process the data based on the Client's written instructions.

ART. 2 - SUB-PROCESSORS: 

1. The Client gives VanRoey general permission to use sub-processors. If requested by the Client, VanRoey will inform the Client about the sub-processors they use under this Agreement.
2. If VanRoey makes changes to these sub-processors, VanRoey will notify the Client. The Client may present reasonable arguments against the change of this sub-processor. In this case, the Client must inform VanRoey, within 10 days of the notification, of its reasonable objections.

   The Client has the option to refuse a sub-processor. If such refusal results in the impossibility of performing the Services, VanRoey shall inform the Client accordingly. The Agreement will then be dissolved, without this giving rise to damages on the part of either Party.

3. The fact that VanRoey entrusts all or part of its commitments to third parties does not relieve it of its responsibility towards the Client.
4. Where VanRoey engages a sub-processor, similar data protection obligations to those contained in this Agreement shall be imposed on that sub-processor.

ART. 3 - CONFIDENTIALITY 

1. VanRoey undertakes to take all reasonable measures to strictly limit access to the Personal Data to those employees or appointees and/or subcontractors who necessarily need to know the Personal Data in the context of the performance of the Services, or to comply with applicable regulations.
2. The Controller acknowledges that the Personal Data may be communicated to Affiliates of the Processor to the extent necessary in the context of the performance of the Services or in order to comply with applicable regulations.

ART. 4 - SECURITY OF PERSONAL DATA 

1. The Parties guarantee that they will take, and continue to take, the appropriate technical and organizational measures to secure the personal data.
2. Among other things, VanRoey takes the following technical and organisational measures. This list serves as an example and will under no circumstances be exhaustive:
   • Data Protection Policy
   • Information Security Policy
   • Data breach procedure
   • Awareness program
   • Antivirus
   • Firewall
   • Access control
   • Two-factor authentication
   • Registered DPO: Schuermans Advocaten (g.smaers@schuermans-law.be / 014 43 77 18 )
   • …

ART. 5 - INFORMATION AND ASSISTANCE 

1. VanRoey will comply with the reasonable requests of the Client in connection with the exercise of the rights of data subjects.
2. The Client is at all times obliged to fulfil its own obligations under the AVG, or any other privacy legislation. If the Client itself is better placed to comply with the relevant request, VanRoey will inform the Client accordingly. If the Client then still requests VanRoey to fulfil this obligation, VanRoey will be able to charge the Client a reasonable fee for this. Prior to the execution of the request, VanRoey shall inform the Client about the fee and the reasons why they believe it should be charged.
3. If VanRoey receives a request from a data subject to exercise his rights, in connection with the Services, VanRoey will immediately inform the Client. Under no circumstances will VanRoey respond to such a request without having received prior instructions from the Client.
4. VanRoey will inform the Client immediately if they believe that the Client's instructions constitute a violation of the AVG, or any other data protection regulations.

ART. 6 - AUDIT 

1. The Client shall have the right to verify compliance with this processing agreement at any time. To this end, it has the right to go on site at the premises or places where VanRoey carries out the processing.
2. VanRoey may restrict the Client's access to the Processor's premises to an area provided by VanRoey and the auditor may not copy or remove any documents from the VanRoey without the prior approval and consent of VanRoey.
3. If the Client wishes to carry out such an audit, it shall inform VanRoey thereof in good time and at least 1 month before the desired date of the audit.
4. The Client guarantees that the audit will be carried out in such a way as to minimise disruption to VanRoey and its business operations. Should the date proposed by the Client for the audit pose too great a practical problem for VanRoey, VanRoey shall inform the Client of this in good time, and at the latest within a period of seven (7) days. The Parties shall then mutually agree on an alternative date, and this as close as possible to the initially proposed date.
5. Such audit shall not occur more frequently than one (1) time per contract year.
6. The Client shall impose sufficient confidentiality obligations on the auditors. In addition, VanRoey has the right to require the auditors to sign a confidentiality agreement before the start of the audit, in a form as set out by VanRoey. In all cases, it is essential to protect VanRoey's confidential information.
7. All costs of the audit shall be borne solely by the Client.

ART. 7 - PERSONAL DATA BREACH 

1. VanRoey shall inform the Client immediately and without unreasonable delay as soon as it becomes aware of a Personal Data Breach.
2. VanRoey shall inform the Client of further developments regarding the Personal Data Breach following any notification under Clause 7.1.
3. The parties shall each bear the costs they incur in connection with the notification to the competent Supervisory Authority and the data subject.
4. To the extent that the preparation of the notification imposes unnecessary burdens on VanRoey, VanRoey shall be entitled to be compensated for its assistance by the Client according to VanRoey's hourly rates. VanRoey will contact the Client before charging this fee. In doing so, VanRoey will indicate why they believe this fee should be charged.

ART.8 - REMOVAL OR RETURN OF DATA 

1. Upon the termination of this Agreement, the Client has the choice to have the data deleted, or returned, by VanRoey. Afterwards, the data will be deleted by VanRoey, unless there is a legal obligation on VanRoey to continue to keep this data.