Terms & Conditions

This English translation is provided for convenience. In case of any discrepancy, the Dutch version (Algemene Voorwaarden) prevails.

Article 1: Definitions

"SeQueL-IT": SEQUEL-IT BV, private limited company with company number 0898784380, located at 2920 Kalmthout – Belgium
"Client": the natural person or legal entity, partnerships without legal personality, as well as their representative and agent, who has entered into or wishes to enter into an Agreement with SeQueL-IT.
"Consumer": the natural person who acts for purposes outside his trade, business, craft or profession.

"Agreement(s)": all agreements used by SeQueL-IT in relation to the Client, to which these Terms & Conditions apply.
"Use": the use of web space, e-mail space and database space agreed with the Client (in the quotation), expressed in MB (Megabytes).

Article 2: General

These terms and conditions (the "Terms & Conditions") apply both to the provision of services and to the sale of goods by SEQUEL IT BV ("SeQueL-IT").

By placing the order, the Terms & Conditions are considered to be accepted by the Client in full and without any reservation. The Terms & Conditions and each specific Agreement constitute the entire and sole Agreement between the parties and replace all prior oral or written agreements, proposals, promises, arrangements or communications relating to the subject matter of the specific Agreement. The Client's general terms and conditions do not apply.

SeQueL-IT's delivery obligation regarding the goods or services ordered by the Client, at the price set by SeQueL-IT and paid by the Client, constitutes the principal obligation of the Agreement. If SeQueL-IT depends on the involvement of an external party to deliver goods or services ordered by the Client, SeQueL-IT's delivery obligation comes into being subject to the express condition precedent of availability — at the time SeQueL-IT consults the external party — of that good or service at the price proposed by SeQueL-IT and paid by the Client. The price paid by the Client is, before the condition precedent is fulfilled, regarded as a deposit. SeQueL-IT undertakes to verify availability at that price with the external party within 5 working days of receipt of payment of the deposit. If the ordered good or service, at the time SeQueL-IT consults the external party, is not available, this Agreement lapses and SeQueL-IT will refund the deposit paid by the Client, without any further obligations between the parties. If the ordered good or service, at the time SeQueL-IT consults the external party, is available at a different price, this Agreement lapses and SeQueL-IT will give the Client the choice to accept this different price, thereby forming a new Agreement between SeQueL-IT and the Client.

Article 3: Duration and termination

Unless otherwise agreed between the parties, the Agreement is entered into for 1 year and is each time tacitly renewed for the same duration. Either party may terminate the Agreement unilaterally and without justification by means of written notice sent by registered mail, at the latest one month before the expiry of each one-year period, calculated from the start date of the Agreement.

Unilateral termination by the Client does not give rise to any refund or compensation whatsoever of payments already made. If the Agreement is terminated, SeQueL-IT's claims against the Client become immediately due and payable, and amounts already invoiced for services already performed remain owed, without any obligation to reverse them. In the event of dissolution by the Client, the Client may only dissolve that part of the Agreement that has not yet been performed by SeQueL-IT. If the dissolution is attributable to the Client, SeQueL-IT is entitled to compensation for the damage thereby incurred.

Article 4: Prices

The prices communicated by SeQueL-IT on the website and via other channels are always subject to obvious clerical errors. Individual quotations are revocable and valid for 15 days, unless otherwise stated in the quotation. All prices are in Euro and exclusive of VAT, unless indicated otherwise, and are payable as stated on the invoice. Unless otherwise agreed, prices relating to the provision of services are calculated for a period of one year. At the start of this period, the full price is paid in accordance with Article 5.

Prices relating to the provision of services may be changed by SeQueL-IT at any time during the term of the Agreement. The Client will be informed of this via the website as well as individually, through personally addressed communication. The changed prices will become payable by the Client after two months, calculated from the individual notice, unless the Client has made use of the option to terminate the Agreement free of charge and without justification. Termination by the Client must be done by registered mail within thirty calendar days following the individual notice of the changed prices.

Each promotion applies per Client, and promotions cannot be combined with each other. In the event of abuse of promotions by the Client — for example, but not limited to, the deliberate creation of multiple accounts — SeQueL-IT reserves all rights and may, for example but not limited to, refuse to apply promotions.

Article 5: Delivery, payment and protest periods

The delivery periods stated by SeQueL-IT are indicative and not binding, unless expressly agreed otherwise. The periods are always expressed in working days. A reasonable delay in delivery can under no circumstances give rise to cancellation of an order or to compensation.

Any complaint regarding the delivery, of whatever nature, must be notified in writing by the Client to SeQueL-IT within 8 working days from the delivery of the goods or the start date of the performance of the services. Any complaints regarding delivery or performance may not be used as a pretext to suspend or delay payment of invoices. The absence of a written protest of an invoice within 8 working days of its dispatch implies the irrevocable acceptance of the invoice and the amounts, products and services stated therein.

Invoices must be paid within one month of the invoice date. If, 14 calendar days after the payment term, the Client has still not paid in full, he is in default following the first reminder in which the consequences of non-payment are stated. If the Client is in default, this has the following consequences: (i) statutory interest is due on the outstanding amount; (ii) the Client owes 15% of the principal sum in collection costs, or 40 euro if that amount is higher than 15% of the principal sum, or, if the Client is a Consumer, the amount due under applicable legislation; (iii) the provision of services to the Client may be suspended without further notice (and any website hosted for the Client made inaccessible) until the outstanding amounts, including interest, have been paid; (iv) SeQueL-IT has the right, at its choice, to dissolve or terminate the Agreement pursuant to Article 2 and to take back any goods delivered, insofar as this is possible.

Registration of a domain name is only possible if the Client, in the registration process, has expressly agreed in advance that the registration may take place immediately and that the Consumer waives his right of withdrawal as soon as the domain name has actually been registered. Article 8 of these Terms & Conditions then does not apply.

Article 6: Code of Conduct and notice/takedown

The Client will at all times cooperate in good faith with SeQueL-IT in order to promote the provision of the services. The Client will at all times use the services in accordance with SeQueL-IT's General Terms of Use, as set out in the addendum Code of Conduct and notice/takedown (Dutch).

If the Client fails to fulfil his obligations arising from these Terms & Conditions, he agrees to bear all costs and charges related to the additional services performed by SeQueL-IT to remedy any problems resulting from the Client's failure to fulfil his obligations.

SeQueL-IT cannot in any way be held liable for any failure of the internet connection due to technical or other disruptions, whether inside or outside the SeQueL-IT network, or for errors by suppliers giving rise thereto. The Client is solely liable for the proper use of the good, the service or the software, taking into account the specifications, documentation and instructions of SeQueL-IT.

Article 7: Registration of domain names

The correct execution of payment by the Client and the receipt of a welcome e-mail and invoice from SeQueL-IT is no guarantee of the registration of the domain name. The domain name is only registered after an explicit, written confirmation of the domain registration is sent to the Client by SeQueL-IT. If it should turn out that SeQueL-IT cannot register the domain name due to an error by the Client — for example, because the Client turns out not to be the current holder of an already registered domain name — the Client is required to pay an administrative fee of 25 EUR to SeQueL-IT, without prejudice to SeQueL-IT's right to claim compensation for the actual damage suffered.

The registration of domain names takes place in accordance with the regulations of the relevant bodies responsible for the registration of domain names (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)) and of Combell NV (www.combell.com).

The Client has taken note of and accepts these terms and conditions for domain name registration, available on the website of the domain registry, and declares that SeQueL-IT has informed him about these terms and conditions. For specific conditions, SeQueL-IT refers to the websites of the relevant bodies responsible for the registration of domain names. SeQueL-IT bears no liability whatsoever for the Client's decision to register a particular domain name, or for registering domain names at the Client's request that would infringe the rights of third parties. The Client shall indemnify SeQueL-IT against any claims by third parties resulting from the registration of a domain name at the Client's request.

Article 8: Right of withdrawal

When the Client is a Consumer, he has a period of 14 days within which to withdraw from the Agreement without giving reasons.

The 14-day period starts to run from the day the Agreement was concluded or, in the case of the sale of goods, from the day the Consumer physically takes possession of the goods.

If the Consumer wishes to exercise this right of withdrawal, he shall notify SeQueL-IT thereof in writing within the period stated above. SeQueL-IT will reimburse the Consumer for all payments received and delivery costs by means of the same means of payment as that used by the Consumer, from the moment all goods have been received back.

Article 9: Liability

In the context of the formation or performance of the Agreement, SeQueL-IT is not liable except in the cases mentioned below, and then only up to the limits stated therein.

The total liability of SeQueL-IT for damage suffered by the Client as a result of an attributable failure by SeQueL-IT to perform its obligations under this agreement — including expressly any failure to fulfil a warranty obligation agreed with the Client — or as a result of an unlawful act by SeQueL-IT, its employees or third parties engaged by it, is limited, per event or series of related events, to an amount equal to the total of the fees (excluding VAT) owed by the Client under the agreement, or, if the agreement has a duration of more than three (3) months, an amount equal to the fees owed by the Client in the last three (3) months. In no event, however, shall the total compensation for direct damage exceed ten thousand (10,000) euro (excluding VAT).

SeQueL-IT is expressly not liable for indirect damage, consequential damage, loss of profit, missed savings and damage due to business stagnation. SeQueL-IT's liability for an attributable failure to perform the agreement only arises if the Client promptly and properly gives SeQueL-IT written notice of default, allowing a period of at least 14 calendar days to remedy the failure, and SeQueL-IT still attributably fails to fulfil its obligations after that period. The notice of default must contain as detailed a description as possible of the failure, so that SeQueL-IT is able to respond adequately. The notice of default must be received by SeQueL-IT within 30 calendar days after the discovery of the damage.

The exclusions and limitations referred to in this article lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of SeQueL-IT's management, as well as in the case of death or bodily injury of the Client resulting from an act or omission of SeQueL-IT.

The Client is liable towards SeQueL-IT for damage caused by an error or failure attributable to him. The Client indemnifies SeQueL-IT against claims relating to

the failure, by or with the consent of the Client, to observe the code of conduct in these Terms & Conditions when using the services or goods. This indemnification also applies in respect of persons who, although not employees of the Client, nevertheless used the services or goods under the responsibility of, or with the consent of, the Client.

Article 10: Processing of personal data

If the Client, as a "controller" within the meaning of the General Data Protection Regulation (GDPR), processes personal data using SeQueL-IT's services, products or goods, the Client must, pursuant to the GDPR, conclude a "data processing agreement" with SeQueL-IT and make use of the facility offered by SeQueL-IT for this purpose. Insofar as the Client does not make use of the option offered by SeQueL-IT to conclude a data processing agreement, the Client guarantees that he will not use the services or goods delivered for the processing of personal data, and the Client indemnifies SeQueL-IT against all damage or claims based on the assertion that any processing of personal data using the services or goods would be unlawful.

If the Client, as a natural person ("data subject" within the meaning of the GDPR), uses SeQueL-IT's services, products or goods, SeQueL-IT will comply with all obligations that the GDPR imposes on SeQueL-IT as a "controller".

Article 11: Intellectual property rights

All intellectual property rights relating to the products and/or services, as well as the designs, software, documentation and all other materials that are developed and/or used in preparation for or in the performance of the Agreement between SeQueL-IT and the Client, or that result therefrom, rest exclusively with SeQueL-IT or its suppliers. The delivery of products and/or services does not entail any transfer of intellectual property rights. The Client only obtains a non-exclusive and non-transferable right of use for the products and results of the services for the agreed purposes. In exercising such use, the Client will strictly comply with the conditions set out in the terms and conditions or otherwise imposed on the Client. The Client will not, without the prior written consent of SeQueL-IT, disclose, reproduce or make available to any third party, in whole or in part and in any way, the products and results of the services. The Client will not remove or alter any indications by SeQueL-IT or its suppliers regarding copyrights, trademarks, trade names or other intellectual property rights. SeQueL-IT warrants that it is entitled to grant the Client the aforementioned right of use, and indemnifies the Client against any claims by third parties in this regard.

This provision does not apply insofar as the products and/or results of the services have been modified and/or delivered in conjunction with goods of third parties, unless, in the latter case, the Client demonstrates that the claims of third parties relate exclusively to the products and/or results of the services delivered by SeQueL-IT. SeQueL-IT is permitted to take technical measures to protect its products, services or goods. If SeQueL-IT has secured these products, services or goods by means of technical protection, the Client is not permitted to remove or circumvent this protection, except insofar as the law mandatorily provides otherwise.

Article 12: Miscellaneous

The rights and obligations arising for the Client from this Agreement concluded with SeQueL-IT

may not be transferred to third parties, either in part or in whole, without the prior written consent of SeQueL-IT.

If a provision of an Agreement concluded with SeQueL-IT, or its application, is or becomes void or unenforceable for any party or in any circumstance whatsoever, this shall not affect the remainder of the Agreement.

Changes to contact details such as addresses, telephone numbers, contact persons and e-mail addresses of the Client must be reported to SeQueL-IT by the Client immediately. If the Client fails to report this immediately, SeQueL-IT may recover from the Client the costs of tracing efforts or returned shipments. SeQueL-IT's log files and other records, whether electronic or not, constitute full proof of SeQueL-IT's assertions, and the version of any (electronic) communication received or stored by SeQueL-IT is deemed authentic, subject to proof to the contrary provided by the Client.

Article 13: Force majeure

Events of force majeure shall release SeQueL-IT, for as long as that event lasts, from its obligations under these Terms & Conditions, provided that SeQueL-IT notifies the Client in writing and describes the force majeure event, and immediately resumes performance of the obligations concerned when and insofar as the event of force majeure has ceased to exist. The Client shall have no right to claim compensation for SeQueL-IT's failure to fulfil any of its contractual obligations as a result of an event of force majeure.

Article 14: Applicable law and exclusive jurisdiction

This Agreement concluded with SeQueL-IT is governed by Belgian law. Insofar as not otherwise prescribed by mandatory law, all disputes arising in connection with the Agreement shall be submitted to the competent court for the district in which SeQueL-IT is established.