Article 1 : Définitions
"Customer": the natural person or legal entity, companies without legal personality, as well as their representatives and agents, who have concluded or wish to conclude an agreement with PROXY-INFORMATIQUE.
"Consumer": the natural person who acts for purposes that do not fall within the scope of his commercial, professional or craft activity.
"Contract(s)": all agreements used by PROXY-INFORMATIQUE in relation to the Customer, to which these Special Conditions apply.
"Use": The use of web space, bandwidth, storage capacity, e-mail space and database space, expressed in MB (megabytes), as agreed with the Customer (in the quote).
Article 2 : Generalities
These Special Conditions apply to deliveries of licences, dedicated servers and services sold by PROXY-INFORMATIQUE SRL. The Special Conditions are deemed to be accepted, in their entirety and without any reservation, by the Customer as soon as the latter sends the order. The Special Conditions and any specific contract shall constitute the complete and exclusive Contract between the parties and shall replace all previous contracts, proposals, promises, agreements or oral or written communications relating to the subject matter of the specific Contract. The Customer's Special Conditions shall not apply. PROXY-INFORMATIQUE's obligation to deliver the goods or services ordered by the Customer at the
price specified by PROXY-INFORMATIQUE which has been paid by the Customer constitutes the principal obligation of the Contract. If PROXY-INFORMATIQUE is dependent on the intervention of a third party for the delivery of a dedicated server, license, service or product ordered by the Customer, PROXY-INFORMATIQUE's obligation to deliver will be contracted under the suspensive condition of availability, at the time PROXY-INFORMATIQUE consults the third party, of this product or service at the price specified by PROXY-INFORMATIQUE which has been paid by the Customer. The price paid by the Customer is considered as a guarantee before the fulfilment of the condition precedent. PROXY-INFORMATIQUE
undertakes to check the availability at this price with the third party within 5 working days of receipt of the guarantee payment. If the product, license, dedicated server or service ordered is not available at the time PROXY-INFORMATIQUE consults the third party, this Agreement will lapse and PROXY-INFORMATIQUE will refund the warranty paid by the Customer, without further obligations between the parties. If the product, license, dedicated server or service ordered is available at a different price at the time PROXY-INFORMATIQUE consults the third party, this Agreement will lapse and PROXY-INFORMATIQUE will leave the choice to the Customer to accept (or not) this new price, which will lead, if necessary, to the establishment of a new Agreement between PROXY-INFORMATIQUE and the Customer.
Article 3 : Duration and termination
Unless otherwise agreed between the parties, the Contract is concluded for a period of 1 year and is renewed by tacit agreement for successive identical periods. Each party is free to terminate the Contract unilaterally and without cause by means of a written notification sent by registered mail or, in the case of the Customer, by electronic means to the address firstname.lastname@example.org, at the latest one month before the expiry of a period of one year each time, starting from the date on which the Contract was concluded. Unilateral termination by the Customer shall not give rise to any refund or compensation, in any way whatsoever, for amounts already paid. In the event of termination of the Contract, PROXY-INFORMATIQUE's claims against the Customer shall be immediately due and payable and the amounts already invoiced for the services provided shall remain due and payable, without obligation to cancel. In the event of dissolution by the Customer, the Customer may only dissolve that part of the Contract which has not yet been performed by PROXY-INFORMATIQUE. If the dissolution is attributable to the Customer, PROXY INFORMATIQUE is entitled to claim compensation for the resulting damage.
Article 4 : Prices
The prices communicated by PROXY-INFORMATIQUE on the website and via other channels are always subject to obvious clerical errors. Individual offers are revocable and valid for 15 days, unless otherwise stated in the offer. Unless otherwise stated, all prices are quoted in Euros, do not include VAT and are payable as indicated on the invoice. Unless otherwise agreed, prices for services are calculated for a period of one year. The full price shall be paid at the beginning of this period, in accordance with Article 5.
PROXY-INFORMATIQUE reserves the right to change the prices for services at any time during the term of the Contract. The Customer will be informed of this via the website and individually via a personal communication. The Customer shall pay the changed prices after two months from the date of the individual notification, unless the Customer has made use of his option to terminate the Agreement, free of charge and without reason. To terminate the Contract, the Customer must send a registered letter or an electronic notification via email to email@example.com within thirty calendar days following the individual notification of the price change. Any promotion is applicable per Customer and promotions are not cumulative. Any misuse of the promotions by Customer, such as but not limited to creating multiple accounts, PROXY-INFORMATIQUE reserves the right to, for example and without limitation, not apply the promotions.
Article 5 : Delivery, payment and dispute deadlines
The delivery times provided by PROXY-INFORMATIQUE are indicative and non-binding, unless explicitly agreed otherwise. The deadlines are always expressed in working days. An acceptable delay in delivery does not in any way give the right to cancel an order or to demand compensation.
Any complaint about the delivery, of whatever nature, must be communicated in writing to PROXY-INFORMATIQUE by the Customer within 8 working days from the date of delivery of the products, the dedicated server, the services or the date of commencement of the services. Any complaints relating to the delivery or services may not be used as a pretext for suspending or delaying the payment of invoices. The absence of a written objection to an invoice within 8 working days from the date of dispatch of the invoice shall constitute irrevocable acceptance of the invoice and the amounts, products and services stated therein. Invoices must be paid within one month after the invoice date. If the Customer has not paid in full within 14 calendar days after the payment deadline, he will be considered in default after the first reminder indicating the consequences of the default. If the Customer is in default, this will result in the following: (i) the unpaid amount will be increased with interest at the legal rate; (ii) the Customer will be liable for 15% of the principal amount in collection costs, or 40 euros if this amount exceeds 15% of the principal amount, or, if the Customer is a Consumer, the amount due in accordance with the applicable legislation ; (iii) The services provided to the Customer may be suspended (and any hosted web site, dedicated server, licenses for the Customer made inaccessible) without further notice until the outstanding amounts, including interest, have been paid; (iv) PROXY-INFORMATIQUE reserves the right to dissolve or terminate the Agreement at its discretion under Article 2 and to recover the delivered goods to the extent possible. Registration of a domain name is only possible if the Customer has explicitly agreed in the registration process that the registration can take place immediately and the Consumer waives his right of withdrawal as soon as the domain name has actually been registered. Article 8 of these Special Terms and Conditions shall not apply in this case.
Article 6 : Code of Conduct and Notice/Withdrawal
The Customer will at all times cooperate in good faith with PROXY-INFORMATIQUE in order to facilitate the provision of the Services. Customer will at all times use the services in accordance with PROXY-INFORMATIQUE's Acceptable Use Policy, in its most recent version, which can be downloaded at https://proxy-informatique.com/fr/a-propos-de-PROXY-INFORMATIQUE/acceptable-use-policy. If Customer fails to comply with its obligations under this Acceptable Use Policy, Customer agrees to bear all costs and expenses associated with additional services provided by PROXY-INFORMATIQUE to resolve any issues resulting from Customer's failure to comply with its obligations. PROXY-INFORMATIQUE cannot
in any way be held responsible for any interruption of the Internet connection resulting from technical or other failures, both inside and outside
PROXY-INFORMATIQUE's network, or from errors made by suppliers leading to these problems. The Customer is solely responsible for the proper use of the product, service or software, and agrees to comply with PROXY-INFORMATIQUE's specifications, documentation and instructions.
Article 7 : Domain name registration and Microsoft 365 environment
The correct execution of the payment by the Customer and the receipt of a welcome e-mail and an invoice from PROXY-INFORMATIQUE do not constitute a guarantee of the domain name registration. The domain name is only registered after the Customer has received explicit written confirmation of the domain registration by PROXY-INFORMATIQUE. If PROXY-INFORMATIQUE is unable to register the domain name due to an error made by the Customer (e.g. if the Customer is not the current holder of a domain name already registered), the Customer will be liable to pay
PROXY-INFORMATIQUE an administrative fee of EUR 25, without prejudice to PROXY-INFORMATIQUE's right to demand a higher fee. Domain names are registered in accordance with the regulations established by the relevant domain name registrars (such as DNS Belgium http://www.dns.be, SIDN http://www.sidn.nl, DNS.LU http://www.dns.lu, Afnic http://www.afnic.fr or ICANN http://www.icann.org). The Customer has read and accepts these Special Conditions governing the registration of domain names, which are available on the Internet registry's website and acknowledges that PROXY-INFORMATIQUE has informed him about these Special Conditions. For the specific conditions, PROXY-INFORMATIQUE refers to the websites of the domain name registrars concerned. PROXY-INFORMATIQUE is in no way responsible for the Customer's decision to register a certain domain name or the registration of domain names at the Customer's request that would violate the rights of third parties, etc.
The Customer will always protect PROXY-INFORMATIQUE from any claims by third parties arising from the registration of a domain name at the request of the Customer. When creating a Microsoft Office 365 user account, the user must accept the "Microsoft Cloud Contract" (https://docs.microsoft.com/en-us/partner-center/agreements). More information can be found in the complete Microsoft Service Agreement at
https://technet.microsoft.com/library/jj819284.aspx. PROXY-INFORMATIQUE acts as an intermediary, indirect reseller, and is not a contracting party to this agreement. Consequently, PROXY-INFORMTAIQUE cannot be held responsible for any damages, losses or costs resulting from the use of Microsoft Office 365.
When creating a BatiScript user account, the user must accept the "General Conditions of Script&Go Maintenance". (https://scriptandgo.com/fr/conditions-generales-de-service/), as well as the "Script&Go General Conditions("https://scriptandgo.com/fr/conditions-generales-de-vente/). PROXY-INFORMATIQUE acts as an authorized Script&Go partner, PROXY-INFORMATIQUE is a contracting party to this agreement. However, PROXY-INFORMTAIQUE cannot be held responsible for any damage, loss or cost resulting from the use of BatiScript. When the sale concerns licenses or material of the Esia brand, the Customer must accept the "Esia General Conditions"(https://esia-sa.pro/fr/conditions-generales.html). PROXY-INFORMATIQUE acts as a partner and distributor, authorized by Esia, PROXY-INFORMATIQUE is a contracting party to this agreement. However, PROXY-INFORMTAIQUE cannot be held responsible for any damages, losses or costs resulting from the use of Esia.
Article 8 : Right of withdrawal
If the Customer is a Consumer, he has a period of 14 days to withdraw from the Contract without giving any reason. The 14-day period begins on the day the Contract is concluded. If the Consumer wishes to exercise this right of withdrawal, he must inform PROXY-INFORMATIQUE in writing within the above-mentioned period. PROXY-INFORMATIQUE will refund to the Consumer all payments and delivery charges received by the same method of payment as that used by the Consumer, from the time when all goods have been collected.
Article 9 : Liability
PROXY-INFORMATIQUE shall in no way be held liable for any indirect damage, such as, for example and without limitation, commercial or financial losses, loss of data, damage to reputation, loss of profits or lack of turnover, loss of income, staff and administrative costs, damage suffered by third parties, loss of customers and losses resulting from legal proceedings taken by third parties against the customer, etc. PROXY-INFORMATIQUE cannot in any way be held responsible for any interruption of the Internet connection resulting from technical or other failures, both inside and outside the PROXY-INFORMATIQUE network, or from errors made by suppliers leading to these problems. The customer is solely responsible for the
proper use of the product, dedicated server, service or software, and agrees to comply with PROXY-INFORMATIQUE's specifications, documentation and instructions. With respect to the customer, PROXY-INFORMATIQUE will only be liable for the loss actually suffered and proven to have arisen from the obligations set out in the agreements concluded with PROXY-INFORMATIQUE, and therefore to the exclusion of any other implicit or unwritten obligation. Whatever the nature of the loss and the seriousness of the error, the contractual and extra-contractual liability of PROXY-INFORMATIQUE under or in relation to an agreement concluded with PROXY-INFORMATIQUE shall not, per claim or per series of claims, result from the same fact or cause in no case greater than the total of the amounts billed to and paid by the customer for the purchase price or periodic charges (i.e. excluding installation charges) for the service during a period of three (3) months preceding the incident and which relate to the specific project to which the claim relates.
In the implementation or execution of the Contract, PROXY-INFORMATIQUE is not liable, except in the cases mentioned below, and at most within the limits mentioned below. PROXY-INFORMATIQUE's total liability for damages suffered by the Customer resulting from a failure attributable to PROXY-INFORMATIQUE in the performance of its obligations under this Agreement, including explicitly any failure in the performance of a warranty
obligation agreed with the Customer, or from an unlawful act of PROXY-INFORMATIQUE, its employees or third parties engaged by it, shall be
limited per event or series of related events to an amount equal to the total of the sums (excluding VAT) for which the Customer is liable under the
Agreement, or, if the Agreement has a duration of more than three (3) months, an amount equal to the fees for which the Customer was liable during the last three (3) months. However, the total compensation for direct damages shall in no case exceed ten thousand (10,000) euros (excluding VAT).
PROXY-INFORMATIQUE is explicitly not liable for indirect damage, consequential damage, loss of profit, loss of savings and damage due to business stagnation. PROXY-INFORMATIQUE's liability for an attributable defect in the performance of the Contract is only incurred if the Customer immediately and properly puts PROXY-INFORMATIQUE in default in writing, setting a deadline of at least 14 calendar days for the defect to be remedied, and if PROXY-INFORMATIQUE has not complied with its obligations after this deadline. The notice of default must contain as detailed a description of the defect as possible, so that PROXY-INFORMATIQUE is able to respond adequately. PROXY-INFORMATIQUE must receive the notice of default within 30 calendar days after the damage has been established.
The exceptions and limitations mentioned in this article shall be waived if and to the extent that the damage results from intentional or conscious negligence on the part of the management of PROXY-INFORMATIQUE, as well as in the case of death or bodily injury of the Customer resulting from an act or omission of PROXY-INFORMATIQUE. The Customer shall be liable to PROXY-INFORMATIQUE for damage arising from a fault or defect
attributable to it. The Customer indemnifies PROXY-INFORMATIQUE against any claim relating to failure to comply with the rules of conduct set out in these Special Conditions when using the services or goods by the Customer or with its consent. This warranty also applies to persons who, although not employees of the Customer, nevertheless used the services or goods under the responsibility or with the consent of the Customer.
Article 10 : Processing of personal data
Article 12 : Miscellaneous
The Customer's rights and obligations resulting from a Contract concluded with PROXY-INFORMATIQUE may not be transferred, either partially or
in full, to third parties, without the prior written agreement of PROXY-INFORMATIQUE. If any provision in a Contract concluded with PROXY-INFORMATIQUE or if the application of the same is or becomes unenforceable, for any party or due to any circumstance, this will not affect the remainder of the Contract. Changes in Customer's contact details such as addresses, telephone numbers and email addresses must be communicated promptly by the Customer to PROXY-INFORMATIQUE. If the Customer fails to communicate these changes promptly, PROXY-INFORMATIQUE may pass on any search costs or returned shipments to the sender to the Customer. PROXY-INFORMATIQUE's log files and any other administrative information, whether electronic or not, constitute full proof of PROXY-INFORMATIQUE's claims and the version of any (electronic) communication received or stored by PROXY-INFORMATIQUE is considered authentic, unless the Customer proves otherwise.
Article 13 : Force majeure
Cases of force majeure release PROXY-INFORMATIQUE from its obligations under these Special Conditions for as long as the situation lasts, provided
that PROXY-INFORMATIQUE informs the Customer in writing and describes the case of force majeure, and that the performance of the relevant obligations continues immediately when and to the extent that the case of force majeure has disappeared. In the event of force majeure, the Customer shall not be entitled to claim compensation for the non-fulfilment of any of PROXY-INFORMATIQUE's contractual obligations.
Article 14 : Applicable law and exclusive jurisdiction
This Contract concluded with PROXY-INFORMATIQUE is governed by Belgian Law. Unless otherwise provided by mandatory rules, any dispute arising from the Contract shall be submitted to the Belgian court with jurisdiction in the district in which PROXY-INFORMATIQUE has its registered office.