Terms and Conditions
Digitaste BV
Ameiveld 7, 9400 Ninove
BE 1015.160.923
info@digitaste.be
Unless explicitly waived and agreed in writing, any contractual relationship between Digitaste BV and the customer is governed by the following terms and conditions:
Article 1: Applicability
1.1 General
Our general terms and conditions of sale apply exclusively, notwithstanding any contrary entries on the customer's documents, even in the event of our silence. These conditions apply to all offers, quotations, agreements, and deliveries of goods and services by Digitaste BV.
1.2 Binding Character
Any commitment entered into by our representatives is only binding after our written acceptance thereof. Deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing.
Article 2: Quotations
2.1 Validity
Quotations from Digitaste BV are valid for the period specified in the quotation. If no period is specified, the quotation is valid for up to thirty
(30) days after the date on which the quotation was sent by Digitaste BV. After the expiry of this period, Digitaste BV can no longer be held to the quotation.
2.2 Adjustments of Prices
If it appears that the information provided by the customer when requesting the agreement was incorrect, Digitaste BV has the right to adjust the prices accordingly. Any costs resulting from changes requested by the customer will be charged to the customer.
2.3 Acceptance
Upon acceptance of a non-binding offer by the customer, Digitaste BV reserves the right to revoke or deviate from the offer within a period of 2 working days after receipt of that acceptance, without any obligation to pay compensation.
2.4 Amendments and Revocation
Digitaste BV has the right to modify or withdraw the offer after acceptance of the quotation by the customer if price changes occur concerning materials or services supplied by third parties.
Article 3: Formation of the Agreement
3.1 Acceptance
The agreement is concluded by explicit acceptance of the quotation or offer by the customer. The agreement is deemed concluded when Digitaste BV has sent a written confirmation of the acceptance.
3.2 Tacit Acceptance
If the customer does not explicitly state agreement to the quotation or offer but nevertheless agrees to it, or gives the impression that Digitaste BV is performing activities that fall within the scope of services, the quotation is considered accepted.
3.3 Execution by Third Parties
If and insofar as proper execution of the service requires it, Digitaste BV has the right to have certain activities carried out by third parties without informing the customer thereof. Digitaste BV remains responsible for the quality of the services performed.
Article 4: Complaints
4.1 Term
Any complaint regarding invoicing must be submitted by registered letter, to be sent within 8 days after the date of signature. If this is not done, the invoices are considered accepted without any reservation.
4.2 Defects and Deficiencies
Complaints regarding defects in delivered goods or services must also be reported to Digitaste BV in writing within a period of eight (8) days after discovery, but at the latest within fourteen (14) days after delivery. The customer must provide an adequate description of the deficiency so that Digitaste BV can respond properly.
4.3 Consequences of Complaints
If a complaint is found to be justified, Digitaste BV has the right, at its own discretion, to revise the invoice amount, to replace or repair the goods supplied, or to terminate the agreement in whole or in part without judicial intervention.
Article 5: Terms of Payment
5.1 Due Date
For all amounts not paid on the due date of the invoice, interest for late payment of 1% per commenced month is due by law and without prior notice of default. This interest is payable from the due date of the invoice until the full outstanding amount is paid.
5.2 Compensation
If, after a prior registered letter of default, payment of the principal build with late payment interest is not received within 8 days, then our claim shall – by way of fixed-rate damages – be increased by an amount representing 10% of the outstanding principal, with a minimum of EUR 62 per unpaid invoice.
5.3 Additional Fee
In case of non-payment on the due date, an additional fee representing 15% of the due amount, with a minimum of EUR 125, will be charged. This compensation serves to cover all extrajudicial collection costs.
5.4 Suspension of Services
In case of late payment, Digitaste BV is entitled to restrict or temporarily suspend all of its services. This right of suspension also applies to services for which the customer has fulfilled their obligations.
5.5 Electronic Invoicing
The customer agrees to electronic invoicing by Digitaste BV. Invoices will be sent in PDF format to the customer's email address known to Digitaste BV.
Article 6: Cancellation of the Order
6.1 Cancellation by the Customer
In case of cancellation of the order, the purchaser owes an irreducible lump-sum compensation to Digitaste BV representing 30% of the value of the order, exclusive of VAT. An order can only be cancelled by sending a registered letter within three days of signing and prior to any delivery.
6.2 Cancellation of Services
If the customer has already agreed to the performance of specific services, cancellation of these services can only take place upon reimbursement of the costs already incurred and reasonable compensation for lost income.
Article 7: Terms of Delivery
7.1 Informative Character
Delivery periods are provided to the customer for information purposes only and are never binding. Exceeding the delivery term does not entitle the customer to compensation, termination of the agreement, or non-fulfillment of any obligation towards Digitaste BV.
7.2 Force Majeure
Force majeure and external causes can discharge Digitaste BV from any liability, with the right to fully or partially dissolve or suspend the agreement. Force majeure also includes: domestic unrest, mobilization, war, traffic disruptions, strikes, network outages, industrial accidents, and delays in delivery by suppliers.
7.3 Delay in Delivery
If there is a permanent impossibility to deliver the goods or services, Digitaste BV has the right to terminate the agreement without compensation. In that case, the customer will be informed and payments already made will be refunded.
Article 8: Delivery and Risk
8.1 Risk
The goods are delivered at the purchaser's risk. Transport costs are borne by the customer, unless otherwise agreed. From the moment of delivery, the customer bears all risks relating to the delivered goods, including damage and loss.
8.2 Retention of Title
The goods remain the property of Digitaste BV until full payment of the price, including VAT and any costs. Until that time, the customer may not pledge the goods or encumber them in any other way.
8.3 Return and Exchange
No delivery will be taken back or exchanged by Digitaste BV, unless expressly agreed otherwise.
Return shipments will only be accepted after prior written consent from Digitaste BV.
Article 9: Non-payment and Consequences
9.1 Suspension of Deliveries
In the event of non-payment of the invoice on the due date, Digitaste BV reserves the right to suspend further deliveries and to consider the order as dissolved by law and without prior notice of default.
9.2 Suspension of Services
Digitaste BV is entitled to restrict all of its services, for example by limiting access to the service or temporarily suspending the service, without the customer being entitled to any compensation.
9.3 Termination of the Agreement
In the event of non-payment within the period set, Digitaste BV reserves the right to terminate the agreement, whereby the entire debt becomes immediately due and payable.
Article 10: Discount and Conditions
10.1 Conditions for Discount
Any discount or price reduction is granted to the customer under the strict condition of cash payment. Discount is only granted if this has been agreed upon in writing and is stated on the invoice.
10.2 Retrospective Invoicing
Digitaste BV has the right, in the event of non-payment, to bill the discount granted with retrospective effect as part of the principal, including interest. This retrospective effect applies from the date on which the discount was granted.
Article 11: Advances
11.1 Payment of Advance
Digitaste BV is at all times entitled to demand payment of an advance from the customer as security for compliance with their obligations. The advance amount and terms are defined in writing.
11.2 Postponement of Delivery
Deliveries may be postponed for as long as the advance payment has not been made. If the customer fails to pay the advance, Digitaste BV reserves the right to terminate the agreement.
Article 12: Liability
12.1 Limitation of Liability
Digitaste BV is not liable for damage caused by defects in machinery or due to delay for maintenance or repair work. The liability of Digitaste BV is in all cases limited to direct damage and never to indirect damage such as loss of profit.
12.2 Customer's Obligations
The customer is obliged to do and refrain from everything that is reasonably necessary to enable timely and correct execution of the service.
If the customer fails to do so, Digitaste BV is not liable for any damage resulting from this.
12.3 Liability for Third Parties
Digitaste BV is not liable for direct or indirect damage of services or products supplied by one or more of its partners.
12.4 Maximum Liability
The maximum amount that will be paid out in case of liability under these terms and conditions is limited per event or series of connected events to the fees the customer owes under this agreement per year (exclusive of VAT). In no case will the total annual compensation for direct damage exceed 5,000 euros (exclusive of VAT).
12.5 Terms for Demurrage / Notice of Default
The liability of Digitaste BV due to attributable failure in the performance of the agreement only arises if the customer immediately and properly serves Digitaste BV a written notice of default, setting a reasonable period to cure the deficiency, and Digitaste BV continues to fail after that period.
Article 13: Intellectual Property
13.1 Proprietary Rights
Intellectual property rights in relation to works and/or services developed by Digitaste BV itself remain with Digitaste BV. The customer exclusively obtains the user rights and powers that are expressly granted under these conditions or otherwise in writing.
13.2 License / Right of Use
The customer obtains a non-exclusive and non-transferable right of use for the duration of the agreement for works developed specifically under order. The right of use is limited to internal use within the customer's organization.
13.3 Re-use of Developed Works
Digitaste BV is allowed to use the developed works, related source files, and source codes in whole or in part for other clients and purposes.
13.4 Technical Protection
Digitaste BV is permitted to take technical measures to prevent changes to the developed works, related source files, and source codes, such as security by means of encryption.
13.5 No Provision of Source Files
Digitaste BV is not obliged to make source files and the source codes of the developed works available to the customer, unless expressly agreed otherwise in writing.
Article 14: Force Majeure
14.1 Definition
Digitaste BV is not obliged to perform any obligation if prevented from doing so as a result of any external cause over which Digitaste BV has no influence, such as domestic unrest, mobilization, war, strikes, or network outages.
14.2 Consequences
During the period of force majeure, the obligations of Digitaste BV are suspended. If this period lasts longer than ninety (90) days, either party is entitled to dissolve the agreement without obligation to pay damages.
14.3 Partial Performance
Insofar as Digitaste BV has already partially performed an obligation under the agreement or is able to perform it during the period of force majeure at the time force majeure occurs, Digitaste BV is entitled to separate billing for the part already performed or to be performed.
Article 15: Prices
15.1 Mention of Prices
Fees for services are stated in the quotation offered. All prices mentioned are in euros and exclusive of VAT and other potentially applicable taxes.
15.2 Price Indexation
Digitaste BV is entitled to adjust prices at any time by the percentage proportional to the consumer price index for services. A price increase does not entitle the customer to terminate the agreement, unless the price increase takes place within three months of entering into the agreement.
Article 16: Payment Conditions & Guarantee
16.1 Payments Term
Invoices must be paid within 14 days of the invoice date. Advance payment is in principle automatically agreed. Deviating payment terms must be recorded in writing.
16.2 Electronic Invoicing
The customer agrees to electronic invoicing by Digitaste BV. Invoices will be sent in PDF format & via PEPPOL to the customer's email address known to Digitaste BV.
16.3 Suspension upon Non-payment
In case of late payment, Digitaste BV is entitled to restrict or temporarily suspend all of its services. During this period, the customer remains obliged to pay the outstanding amount in full.
16.4 Guarantee / Warranty
The warranty is limited to the commercial warranty of the manufacturer and any extended warranty if explicitly stated in the quotation. If the device was purchased for professional use, the customer cannot claim statutory consumer rights as provided for private purchases.
All damage resulting from misuse, improper handling, external influences, or circumstances not covered by the warranty is excluded from any form of cost-free repair or replacement. In such cases, the customer is fully liable for the damage and the associated costs.
16.5 Retention of Title
The goods remain the property of Digitaste BV until full payment of the price, including VAT and any costs. The advances paid remain acquired by us as compensation for potential losses on resale.
Article 17: Duration of the Agreement
17.1 Term
Unless otherwise stated and mutually agreed in writing, the agreement is concluded for the term specified in the quotation. If no specific term is included in the quotation, a standard duration of twelve (12) months applies, calculated from the date of commencement or delivery, whichever occurs first.
At the end of the initial term, the agreement can be tacitly renewed or renegotiated between the parties, unless otherwise specified in the quotation or general terms and conditions.
17.2 Tacit Renewal
In the case of duration agreements, the agreement is tacitly renewed, unless otherwise agreed in writing. Both parties retain the right to terminate the agreement towards the end of the contract period, subject to a notice period.
17.3 Notice Period
Both parties will observe a notice period of three (3) months. In the absence of timely termination, the agreement is tacitly renewed for the same period as the original contract duration.
17.4 Termination in Case of Bankruptcy
Digitaste BV has the right to terminate the agreement with immediate effect if the customer is declared bankrupt, requests a suspension of payments, or if assets of the customer are seized.
17.5 Cancellation by Customer
In case of total or partial cancellation of the agreement by the customer, they are obliged to pay 50% of the startup costs stated in the quotation or the hours already worked – whichever amount is higher.
17.6 Termination of Services
Upon termination of the agreement, Digitaste BV is entitled to delete the stored data and configurations, unless otherwise agreed in writing.
Article 18: Modifications to the Agreement
18.1 Right to Modification
Digitaste BV reserves the right to modify these general terms and conditions. Changes will be made known via the website. The changes will take effect thirty (30) days after publication.
18.2 Tacit Agreement
In the absence of a written protest within fourteen days after notification of the modified text, the customer is deemed to have agreed to the modified text.
18.3 Mutual Deviations
Deviations from the provisions of this agreement are only possible if they are recorded in writing and signed by both parties.
Article 19: Disputes
19.1 Competent Court
In case of dispute, only the courts of the district in which Digitaste BV is established are competent. Belgian law is applicable.
19.2 Mediation and Arbitration
In the event of a dispute, the parties will first attempt to resolve it through mediation. If mediation does not lead to a solution, disputes will be settled through arbitration or by the competent court.
19.3 External software & applicable conditions
In certain cases, Digitaste delivers and/or installs third-party software as part of its total solution. The customer acknowledges and accepts that this software is the property of third-party suppliers, and that its use is subject to the licensing conditions and policies of these parties.
Digitaste cannot be held liable for limitations, modifications, or defects directly related to the external software itself, if these fall outside its sphere of influence.
20. Support & Services
Digitaste guarantees reliable support for its systems and services. Good after-sales service is at least as important to us as the delivery itself. Therefore, we offer various forms of support, depending on the chosen formula included in the quotations.
20.1 Accessibility for incidents & support
In the absence of a specific SLA (Service Level Agreement), you automatically fall under our Standard Support. This formula is intended for customers who have not concluded a separate support contract, but still want to be able to count on assistance with technical incidents or questions.
The conditions of the Standard Support are as follows:
Availability: via ticket support, with follow-up on a BEST EFFORT basis.
Hours: on regular business days, from 09:00 to 19:00.
Fee: 15% of the total value of the licenses purchased, with a minimum of €199 per year, indexed annually.
Includes: Online Technical Support via TeamViewer, for smooth and direct remote assistance.
Unless stated otherwise in a separate contract, the above conditions apply as standard for all customers without an SLA.
With this approach, we guarantee that you always have access to the right support, without surprises. For customers with higher availability requirements or shorter response times, a tailored SLA is always possible.
21. Installation Costs
Unless otherwise provided, installation costs are included as a lump sum in the quotation. This amount covers delivery, installation, and basic training related to the system or product delivered.
Unless expressly agreed otherwise, the installation is not performed on a time-and-materials basis. If the customer wishes Digitaste to be responsible for the full or partial configuration of the system, including but not limited to creating products, settings, or user structures, an additional fee will be charged for this. This configuration does not form part of the standard installation costs, unless explicitly included in the quotation or agreement.
If additional interventions are necessary after installation, these will be carried out on a time-and-materials basis at the hourly rate and mileage allowance stated on the quotation. In most cases, this amounts to €85 per hour and €0.69 per kilometer driven, unless otherwise agreed.
22. Obligations of the customer
The customer undertakes to take all necessary measures to enable correct operation of the systems supplied. This includes, among other things, providing a stable and reliable internet connection at the location where the system is installed or used.
In no event can Digitaste be held liable for disruptions, delays, or other defects resulting from a faulty network or unstable internet connection at the customer's site. Nor can Digitaste be held responsible for problems caused by network configurations or network installations carried out by third parties, regardless of whether these were carried out before or after the installation of our system.
Any interventions or repairs resulting from such network problems fall outside the standard support and can be billed separately on a time-and-materials basis.
23. Handover and acceptance
When the system is set up, everything is thoroughly tested together with the customer. During this handover phase, the customer receives a comprehensive explanation and training on how to use the system. In the presence of the customer, it is verified whether all parts function correctly as intended.
Following this check, a delivery document is signed by the customer confirming that the system has been correctly delivered, installed, and functions as it should. This document serves as formal acceptance of the delivered goods and services.
If the system no longer functions correctly after handover due to external factors, such as changes in the network infrastructure, incorrect use, or intervention by third parties, Digitaste cannot be held liable for this.
If the customer still detects technical defects after handover that are directly attributable to Digitaste, this must be reported in writing within a period of 7 calendar days after signing the delivery document. After this period has elapsed, the system is deemed to have been fully and correctly accepted by the customer.
