Inoopa S.A. (hereinafter “Inoopa S.A.” or the “Data Controller“)
Rue des Houblonnières, 52 – 4020 Liège, Belgium
BCE / VAT: BE 0649973640
Telephone: +32 478 888 888 398
The terms and conditions for service delivery, hereinafter referred as “the terms and conditions” are applicable to all orders made with Inoopa S.A., whose head office is 52 rue des Houblonnières, 4020 Liège, registered at the Carrefour Bank of Businesses under the number 0649973640, hereinafter referred as the “provider.
These terms and conditions constitute the contract between the provider and the customer. The provider and customer are commonly hereinafter referred as “the parties.”
The “customer” is any natural or legal person who orders products and/or services from the provider.
“Data” is all the information that the provider gives to the customer as an execution of a contract.
These terms are the only conditions that are applicable. In any case, they exclude the customer’s general or specific terms and conditions that the provider would not have expressly accepted in writing.
The terms and conditions are freely available at any time on the provider’s website: www.inoopa.be, so that when ordering from him, the customer declares that he has read these terms and conditions and confirms his acceptance of their rights and obligations.
The provider has the right to change these terms and conditions at any time and without prior notification, subject to the appearance of these changes on its website. These changes will be applied to all product and/or service ordered later on.
After receiving the signed purchase order from the customer, the provider sends the customer a recap of his order, including the number of his order, the services ordered as well as their price, these terms and conditions or a link to them, as well as an indication of how long the order will likely be executed.
The provider reserves the right to suspend, cancel or refuse a customer’s order, especially if the data provided by the customer is manifestly incorrect or incomplete or where there is a dispute regarding the payment of a previous order.
If the order is cancelled by the customer after it has been accepted by the provider, for any reason, except in the case of force majeure and after the end of the withdrawal period granted by Article VI.47 of the Code of Economic Law, an amount equivalent to 30% of the order price will be acquired by the provider and charged to the customer, as damages.
The price of goods and services is shown in euros, excluding VAT.
Any increase in VAT (Value Added Tax) or any new tax that would be imposed between the time of the order and the time of execution will be at the expense of the customer.
Invoices are charged with the applicable duties and taxes as well as any shipping and support costs. The prices indicated are based on the current tariff in effect when the contract is signed. The Supplier reserves the right to modify them with three months’ written notice.
Invoices must be paid within 15 days following the invoice date. All our services are prepaid annually.
Any invoice issued by the Supplier shall be definitively accepted by the Customer if it has not been the subject of a reasoned dispute by registered letter within 15 days after being sent.
In the event of non-payment on the due date, default interest of 0.5% per month will automatically be due on unpaid amounts after formal notice to pay has remained unanswered within 15 days. Any month started will be considered as a full month.
Unless otherwise specified and written disposal expressly accepted by the provider, the deadlines mentioned in the particular conditions are not strict deadlines. The responsibility of the provider can only be engaged if the delay is significant and can be imputed to him because of his gross fault.
The client will not be able to plead for the execution terms to ask for the resolution of the contract, claim damages or make any other claim, unless otherwise stipulated in writing and expressly accepted by the provider.
In the event of a delay exceeding the 30 days working period, the customer will have to send a formal notice by a registered letter to the provider, who will then be able to benefit from 50% of the time prescribed to carry out the services ordered.
In accordance with Article VI.47 of the Code of Economic Law, the consumer who remotely orders services from the provider has a 14 days calendar period from the day the contract is concluded, that is to say the day the consumer has received a summary of his order, including by email.
When this period run out on a Saturday, Sunday or public holiday, it is extended to the next business day.
Consumers can notify his willingness to waive the purchase, using the retraction form posted on the provider’s website, using the form sent with the purchase order or available on the website of the S.P.F. Economy, P.M.E., Middle Classes and Energy: economie.fgov.be, or by a statement devoid of any ambiguity stating his decision to withdraw from the contract.
The provider will return the amount paid as soon as possible and no later than 14 days.
The consumer who expressly accept that the ordered service will be performed before the 14 days period expire and acknowledge that this performance will cause them to lose their right of retraction will no longer be able to exercise it, in accordance with Article 53 of Book VI Code of Economic Law.
Similarly, the consumer will not be able to exercise the right of withdrawal if he is in the case of one of the other exceptions covered by Article 53 of Book VI of the Code of Economic Law.
The customer who do not qualify for the right of withdrawal described in the previous article of these conditions and who wish to cancel his order has to inform the provider who will tell him what to do.
The possibly deposit paid by the client to the provider will not be refunded except in the case of exercise of the right of withdrawal. If no deposit has been paid, the service provider may claim compensation from the client in the amount of termination equivalent to 30% of the price of the products and/or services whose order has been cancelled by the customer.
The turnaround times indicated by the provider are only delivered as an indication and do not bind the provider. In any way a delay in the order execution will give rise to a compensation, resolution of contract, suspension of the customer’s obligations, or payment of damages.
The order is executed only after it has been fully paid.
Any claims relating to the services delivered by the provider must be made in writing, within 8 days following the claim. Otherwise, they will not be considered.
If a claim proves to be substantiated, the provider will have the choice between replacing or refunding the price of the services concerned.
Information, logos, designs, brands, models, slogans, graphic charters, etc., accessible through the provider’s website or catalogue, are protected by intellectual property law.
Unless an express and prior agreement to the contrary, the customer is not allowed to modify, reproduce, rent, borrow, sell, distribute or create derivative works based in whole or for a part on the elements present on the website or catalogue of the provider.
Therefore, unless express derogation, the agreed price does not include any transfer of intellectual and/or industrial property rights in any way.
The Client undertakes to limit the use of the data to its needs. Outside its group companies, the Customer may not sell, rent or transfer the data free of charge or against payment to a third party without the prior written consent of the Supplier. If the Customer is required to transfer data free of charge to a third party for internal management purposes, he undertakes to guarantee that the data will not be disseminated, in any form whatsoever, by the third party.
The Supplier assumes the obligation to exercise due diligence to ensure in good faith the performance of this contract. The Supplier shall ensure, to the best of his ability, that the input tasks are properly carried out. In the event of errors that nevertheless occurred during these operations, it undertakes to correct as soon as possible any errors detected and attributable to the data entry operations.
The customer benefits from a guarantee of compliance with the services provided against the services initially requested. In the case of an anomaly detected during this period, the provider will ensure the correction free of charge and as soon as possible, provided that the detected anomalies have been duly reported to the provider.
This conformity guarantee expressly excludes benefits requested as a result of unauthorized intervention or modification, mishandling or non-compliant use by the customer, or as a result of an anomaly resulted from a customer or a third-party intervention.
The provider states that the results of the benefits that would be protected by intellectual property law are original creations. In the case that it has used external stakeholders to carry out all or part of the benefits, he states that it has obtained all the rights and authorizations necessary to carry out these services.
Therefore, the provider guarantees the client against any action, claim, or objection from any person invoking an intellectual or industrial property right, or an act of unfair competition, on any or part of the services provided.
Generalities. The customer acknowledges and accepts that all the obligations to which the provider is liable are exclusively means and that he is responsible only for his dol and his gross misconduct.
The Client is the only responsible for the processing he/she will carry out on the data and for the use that will be made of these data. It may integrate additional data under its sole responsibility. It releases the Supplier from any liability for direct or indirect damage that may result for itself or for third parties from misinterpretation or uncontrolled use.
To be admissible, any complaint must be received in writing by the Supplier within 30 working days after the discovery of the defect or error, but no later than 2 months after the data or service that gave rise to the complaint has been made available.
After these deadlines, any delivery or provision of services shall be deemed to comply with the specifications of this contract.
In the event that the client demonstrates the existence of gross or fraudulent misconduct on the part of the service provider, the loss for which the client may claim compensation shall include only the material loss directly resulting from the fault attributed to the service provider to the exclusion of any other loss and may not, in any event, exceed 75% (excluding tax) of the amount actually paid by the client in execution of the order.
If the Supplier’s liability should be engaged, it is expressly limited to the amount of the annual services and deliveries invoiced to the customer.
Under no circumstances may they give rise to any right to compensation on the part of the Customer, even if the Supplier has been informed of the possibility of such damage:
– damages resulting from fault, negligence or failure by the Customer to comply with instructions given by the Supplier;
– indirect damage, in particular commercial and financial damage such as reduced profits, increased expenses, loss of customers or expected savings, disruption of plans;
– actions or complaints from third parties.
The Supplier integrates the data as communicated to it by the source authorities that are at the origin of their collection. It updates these data as they are communicated to it by the source authorities.
The Customer has all the equipment (hardware), software and technical means necessary to receive the data if the Supplier complies with the specifications previously established.
The Customer undertakes to mention the name of the Supplier whenever data delivered by the Supplier is included in work or publications intended for third parties.
The customer recognizes the restrictions and risks associated with the use of the internet or of any other means by which the website is currently or will be made available in the future. The customer also recognizes the risks of storing and transmitting information digitally or electronically.
The customer accepts that the provider cannot be held liable for any damage caused by the use of the website (as well as any applications) of the provider or the internet, as a result of the above risks.
The customer also accepts that the electronic communications exchanged and the backups made by the provider can be used as evidence.
Force majeure or fortuitous cases
The provider cannot be held responsible, both contractually and extra-contractually, in the event of temporary or final non-performance of its obligations where such non-performance is the result of a case of force majeure or fortuitous.
These following cases will be considered as cases of force majeure or fortuitous events, the following events :
1) the total or partial loss or destruction of the provider’s computer system or database when any of these events cannot be reasonably and directly imputed to the provider and that there is no evidence that the seller failed to take reasonable steps to prevent any of these events, 2) earthquakes, 3) fires, 4) floods, 5) epidemics, 6) acts of war or terrorism, 7) strikes, declared or not, 8) lockouts, 9) blockades, 10) insurrections and riots, 11) a halt in energy supply (such as electricity), 12) a network failure Internet or data storage system, 13) a failure of the telecommunications network, 14) a loss of connectivity to the Internet network or telecommunications network on which the provider depends, 15) a fact or decision of a third party when this decision affects the proper performance of this contract or 16) any other cause beyond the reasonable control of the provider.
If, due to circumstances beyond the claimant’s control, the performance of its obligations cannot be continued or if it is simply made more onerous or difficult, the provider and the customer commit to negotiate in good faith and fairly contractual conditions to be adapted within a reasonable period of time in order to restore their balance. If no agreement is reached within a reasonable time, each of the parties may invoke the termination of the contractual relationship between them without compensation of any kind.
Termination of the contract
In the event of the customer’s insolvency or in the case of unpaid debts, even in the context of previous contracts between the customer and the provider, the latter is entitled to suspend the performance of its obligations until the client fully repays any debt unpaid due to the provider.
In the event of non-performance by the client, the service provider may terminate the contract to the exclusive disadvantage of the client without delay or compensation and, where applicable, may claim damages from the client by any legal means.
Transfer to a third party
The Customer may not, without the Supplier’s written consent, transfer to a third party the present benefit of a contract.
The possible illegality or nullity of an article, paragraph or provision (or part of an article, paragraph or provision) cannot affect in any way the legality of the other articles, paragraphs or provisions of the conditions, nor the rest of this article, this paragraph or this provision, unless there is an obvious contrary intent in the text.
The securities used in these terms and conditions are for reference and convenience purposes only. They do not affect the meaning or scope of the provisions they designate.
Inertia, negligence or delay in exercising a right or remedy under these terms and conditions cannot be construed as a waiver of that right or remedy.
The nullity of one or more clauses of this Contract does not imply the nullity of the Contract.
Any challenge to the services provided by the provider, as well as any challenge to the validity, interpretation or performance of these terms and conditions, will be subject to Belgian law and the exclusive jurisdiction of the courts of Brussels judicial district.