GENERAL BUSINESS CONDITIONS

SERVICES

1. Introduction

1.1 These general terms and conditions regulate the legal relationship between the provider, i.e. EDPnet, and the customer/subscriber starting with the customer's request for an internet service. These are part of the agreement and are applicable to all legal transactions in connection with this purchase. Modifications or additions to these conditions are only valid if and when they are confirmed by EDPnet beforehand and in writing. General terms and conditions as applied by the customer are explicitly rejected by EDPnet.

2. Description of services

2.1 EDPnet offers the customer/subscriber the possibility to receive, against payment of the prices established by EDPnet, a wide range of internet services, such including, but not limited to: internet access (through different technologies), e-mail, leased lines, (dedicated) web hosting, …

2.2 The technical specifications of the above-mentioned services, as well as the particular conditions related to the use thereof, are described online on the website www.edpnet.net and in the manual or in the documents that are at the disposal of the customer/subscriber and which constitute an integrated part of the agreement. DSL access has no guaranteed speed, unless explicitly mentioned.

3. Payment of invoice(s)

3.1 Unless otherwise determined in writing, an installation charge is due for internet products, followed by periodical invoices.

3.2 An invoice is, in principle and barring specific stipulations in writing, settled on an annual basis, for which the customer/subscriber receives an invoice by mail or e-mail. Payments are thus carried out on an annual basis and in advance.

3.3 Each party has the right to suspend the fulfilment of its obligations vis-à-vis the other party, in case of default. Such suspension does not release the other party from the fulfilment of its obligations.

EDPnet has the right to suspend the services to the customer/subscriber in any case of non-payment. A similar suspension does not release the customer/subscriber from his obligation to pay the overdue amounts.

Notwithstanding the interests on arrears, the parties explicitly agree that the non-settlement of one invoice or the outstanding balance of the invoice on the expiry date entails following costs:
- 2nd payment reminder: a charge of 7.50 EUR;
- 3rd notice by registered letter: a charge of 15 EUR;
- when the file is forwarded for collection: a minimum charge of 61.97 EUR by way of fixed, conventional and undiminishable damages.

3.4 EDPnet reserves the right to alter the conditions at any time. Upon notice of the proposed changes to the conditions of the agreement, the customer/subscriber has the right to terminate the agreement in a traceable manner (e.g. by mail, fax, …) without compensation being due. Each customer/subscriber will be informed individually in time and at least one (1) month beforehand (by e-mail or mail) of such changes and will at the same time be notified that he has the right to terminate the agreement without compensation being due, at the latest on the last day of the month following the date of commencement of the changes, if he does not accept the new conditions.

3.5 EDPnet reserves the right to alter the prices of the services. The prices mentioned online on www.edpnet.be take precedence over any prices quoted in writing. In case of a price increase, other than index adjustments, the subscriber has the right to terminate the agreement in a traceable manner (e.g. by mail, fax, …) without compensation being due, at the latest on the last day of the month following receipt of the first invoice after implementation of the changes.

3.6 Should the customer/subscriber have complaints with regard to the accuracy of the invoiced amount, he can make his objections known to EDPnet within thirty (30) days from the invoice date or the statement of account. After receipt of this objection EDPnet will investigate the accuracy of the invoiced amount.

4. Payment and activation conditions for DSL subscriptions

4.1 Monthly subscriptions are paid in advance by direct debit. Yearly subscriptions are paid in advance per bank transfer or credit card.

5. Internet access

5.1 The subscription starts from the moment EDPnet sends the entry code. By delivering a password and an entry code EDPnet authorises the customer/subscriber to access the internet using the EDPnet server.

5.2 The customer/subscriber declares to be familiar with the functioning of the internet access and accepts the user rules as mentioned in art. 6, and as prevailing on the internet.

5.3 EDPnet reserves the right to make procedural and technical changes (included the changing of telephone numbers of the dial-up numbers of the EDPnet network as well as the login procedure) and/or to carry out improvements in EDPnet services or an entry code of the customer, if the functioning of EDPnet so requires. The customer/subscriber will be advised of this beforehand.

5.4 The right to use the EDPnet service, unless specifically stipulated otherwise, is reserved for the customer/subscriber, as a natural or as a corporate person and is limited to one single user on a single installation unless otherwise agreed. The customer/subscriber may not exceed the rights granted to him, notably among other things by subscribing for the connection of a personal computer and instead connecting either a local area network of computers (LAN) or several personal computers and to give them access to the EDPnet service, use a dynamic IP address on a permanent basis in such a way that the customer/subscriber should have a fixed IP address at his disposal, as well as using a fixed IP address, unless otherwise specified in the subscription. Should the customer/subscriber ignore this prohibition clause EDPnet has the right to terminate this agreement immediately and without prior notice .

5.5 The customer/subscriber uses (telephone) services that allow access to the dial-up numbers of EDPnet. The services of the telecom operator, used to gain access to the different regional dial-up accounts, is part of a separate contract and separate invoicing by this operator, against standard rates and conditions of the services involved. EDPnet is not liable for problems with the telephone connection or the leased line between the customer/subscriber and the dial-up accounts of EDPnet, caused by or attributable to the telecom operator.

5.6 The customer/subscriber with an adsl subscription is allowed to use a pre-deifined included amount of gigabytes (GB) on a monthly basis. If the customer surpasses this amount, the extra usage will be invoiced per started GB. The price of extra traffic is described in the product, as well as the included traffic and the maximum amount of traffic. If the maximum amount of traffic is exceeded,the customers connection will be put on narrowband until the first day of the next month.

6. Responsibilities and liabilities of the customer/subscriber

6.1 The customer/subscriber is obliged at any time to pass on correct information. Should the initially provided personal data change, or the customer/subscriber wants to change the invoice data, EDPnet will charge an administrative cost of 12.40 EUR, VAT excl.

6.2 The customer/subscriber undertakes to make sure that all use of the internet access is identifiable upon registration. This implies that the customer/subscriber undertakes not to hide his telephone number or make it unrecognisable upon registration or with any later use of the internet access.

6.3 The customer/subscriber will use the EDPnet services in accordance with the applicable rules and regulations and will behave in a way that can be expected from a responsible and careful person.

6.4 The customer/subscriber will refrain from using the internet in general and the EDPnet services in particular in an improper way. He will not use the services for any illegal action, nor to violate any applicable law, statute, ordinance or regulation applicable to the internet. This prohibition refers, among other things, to the following actions:

- The customer/subscriber undertakes to comply with all applicable laws and regulations while making use of EDPnet services. He may not, among other things, establish and maintain any form of communication of an illegal, illegitimate, incorrect, obscene or slanderous nature that disturbs public order and/or public decency and that construes an invasion of privacy of other customers/subscribers or third parties, that violates applicable laws and regulations on racial hatred and xenophobia, as well as the unlawful and/or punishable disclosure of secret or confidential information.
- The customer/subscriber undertakes to respect the intellectual property rights (including but not limited to copyrights, patent and trade mark rights, and data base rights) of EDPnet, other customers/subscribers and third parties.
- The customer/subscriber undertakes to refrain from sending unsolicited messages, spreading viruses, or in any way disrupt communication or data filing and to cause no damage to the EDPnet services or to limit or hinder the use or capacity of these EDPnet services for any other customer/subscriber, among other things by burdening the net needlessly by causing a large unjustified flow of data (flooding, spamming, etc.).
- The customer/subscriber undertakes not to perform any act of information science piracy or 'hacking' against the EDPnet system or any other system, not to enter data or systems by means of false keys, false codes and/or false identities or in any other illegal way, nor to commit any theft of data and not to harm, damage or destroy the integrity of the information data and programs.

6.5 EDPnet requests the customer/subscriber to inform EDPnet of any improper content accessible from its network, so as to enable EDPnet to take the appropriate and necessary measures to delete this information or make it inaccessible.

6.6 The customer/subscriber who is the holder of the telephone line, is responsible for any change to this line: in case the voice service of the active telephone line (on which the ADSL subscription is activated) is cancelled, the network operator will place the EDPnet ADSL subscription on a raw copper (=fixed line without telephony) in order to guarantee the continuity of the ADSL connection. The network operator will invoice EDPnet on a monthly basis for the raw copper. This monthly fee will be invoiced to the customer/subscriber, as from the day of conversion to raw copper.

6.7 In case of shortcomings on the part of EDPnet, the customer/subscriber has the right to suspend the agreement, or in case of serious shortcomings, terminate the agreement. In case of serious shortcomings on the part of the customer/subscriber with regard to the fulfilment of his obligations, EDPnet may immediately and without notice and without intervention from a court of justice, completely or in part, be it temporarily or permanently, block, suspend, limit and/or change the access to the EDPnet service (including but not limited to the hosted website and/or e-mail account), the entry code, the e-mail address, its system and/or interfaces, and/or take any other measures, and/or if necessary, by choice of EDPnet terminate the present agreement without any intervention from a court of justice. The customer/subscriber will be informed within a reasonable term. A serious shortcoming is, among other things, failure to fulfil the obligations mentioned in article 6. In case of a serious shortcoming as mentioned above on the part of the customer/subscriber, EDPnet reserves the right to hold the customer/subscriber liable for the damage suffered by EDPnet. In case of termination the customer/subscriber does not have the right to claim any refund or compensation for damage of any nature that he may have suffered.

6.8 During the suspension of the EDPnet service payment of the price remains, however, due.

7. Obligations and liabilities of EDPnet

7.1 With the exception of the time necessary for maintenance purposes of the EDPnet service by or ordered by EDPnet, EDPnet will make every effort to offer its services at all times. EDPnet shall at all times exercise the reasonable skill and care of a competent telecommunications provider. EDPnet reserves the right to suspend or limit the service for maintenance purposes, to make adjustments or if the use or failure of the service disrupts its service or any other EDPnet service, EDPnet will take care that the duration of this suspension or limitation is limited to the time necessary to perform the necessary repairs. EDPnet will not be liable for any damage ensuing from similar suspensions or limitations.

7.2 Failure in customer service due to circumstances beyond EDPnet's control: EDPnet is not liable for the unavailability of any EDPnet service and/or any other failure due to circumstances reasonably not foreseeable by EDPnet and circumstances beyond EDPnet's control, such as, but not limited to, disruptions and/or total breakdown of the internet and internet connections, the telephone network, the telecommunications equipment of an operator, the communications connections or equipment of EDPnet or third parties who deliver services to EDPnet, power supply, the full use of dial-up lines of EDPnet and other disruptions beyond EDPnet's control, and furthermore international conflicts, import regulations and limitations, any government measures, violent or armed actions, labour conflicts, boycotts, delays in deliveries or non-execution of deliveries under third party contracts to EDPnet.

7.3 In case of unavailability or failure due to any of the above-mentioned circumstances for a period of more than two (2) months, both parties have the right to terminate the agreement.

7.4 Damage to customer/subscriber: EDPnet is solely responsible for any direct damage ensuing from an accountable contractual failure of EDPnet vis-à-vis the customer/subscriber in design or due to a serious mistake on its part or on the part of one of its employees, which can be demonstrated by the customer/subscriber and can be determined by EDPnet. In case of liability of EDPnet, on any basis whatsoever, the damages the customer/subscriber can claim, per event, considering connected events as one event, can never exceed the amount paid by the customer/subscriber for access to the EDPnet services during twelve (12) months, all damages included. Under no circumstances will EDPnet be liable for indirect damage, including, but not limited to loss of or damage to data, loss of profits, financial loss, extra expenses, loss of customer/subscriber, disrupted planning and claims by third parties. Each claim or liability by the customer/subscriber expires one (1) year after the start of the cause of this claim or liability.

7.5 Any communication through the EDPnet service by the customer/subscriber of confidential data that concerns him or which he so regards, is at his own risk. He will take all necessary measures to protect the confidential and honourable nature of his data. In compliance with the statutory rules and regulations and this agreement, EDPnet will not be responsible for the publishing of confidential data stored in its information system. Only the customer/subscriber is responsible for any damage whatsoever due to insufficient security.

The customer/subscriber hereby authorises EDPnet to use his personal data in relation to the use of the EDPnet services (and for the duration of the agreement) for:
- customer relationship management (e.g. invoicing, communication between EDPnet and customer/subscriber in case of disputes, …)
- the provision of adequate EDPnet services.

The customer may request EDPnet to provide – free of charge – any personal details pertaining to him, by sending a written request, dated and signed, to EDPnet and ask them to correct, if needed, any incorrect, incomplete or irrelevant details, pursuant to the applicable legal provisions.

7.6 Damage by customer/subscriber: only the customer/subscriber is responsible for any damage, direct or indirect, material or immaterial, caused by himself or one of his employees to EDPnet or a third party.

7.7 The customer/subscribers undertakes to compensate EDPnet for every question, claim, sentence of compensation EDPnet could be the subject of, due to the behaviour or the messages the customer/subscriber or one of his employees spreads on the internet, or following any other use by the customer/subscriber of the EDPnet services and for all claims by third parties.

8. Delivery software/hardware

8.1 As far as the hardware and/or software possibly sold and/or installed by EDPnet is concerned, EDPnet gives, without prejudice to any legal provisions, as a standard, a warranty of two (2) years or the warranty granted by the producer/copyright holder within the limitations as established by the producer/software author and starting from the sale/start user license. The customer/subscriber only receives a personal, non-transferable, and non-sublicenseable user right to the software that EDPnet puts at his disposal.

9. Validity and duration of the agreement

9.1 This agreement commences on the day the request is accepted by EDPnet, which can become clear from a piece of writing, or the execution of the agreement by EDPnet. The agreement is concluded for a minimum duration of one (1) year, barring other stipulations in writing.

9.2 For payments per month, the agreement can be cancelled (at the end of the minimum contract duration) per month in a traceable manner (e.g. post, fax, e-mail, …) and subject to one (1) month's notice before the expiry date. Failing the customer's/subscriber's termination of the agreement at the end of the minimum contract duration, the agreement will be renewed tacitly for periods of one month.

9.3 For payments per year, the agreement can be terminated (at the end of the minimum contract duration) per year in a traceable manner (e.g. post, fax, e-mail, …) and subject to one (1) month's notice before the expiry date. Failing the customer's/subscriber's termination of the agreement at the end of the minimum contract duration, the agreement will be renewed tacitly for periods of one year.

9.4 Should the customer/subscriber decide to terminate the agreement prematurely, without valid reason, EDPnet has the right to claim a compensation for premature termination of the agreement. This compensation is fixed to the amount of the monthly contributions owed until the normal expiry date of the agreement.

9.5 Should the customer/subscriber decide to terminate the ADSL agreement prematurely, without valid reason, EDPnet has the right to claim a compensation for premature termination of the agreement. This compensation is fixed to the amount of 125 EUR. This compensation is not claimed in case the ADSL2+ subscription is cancelled during the first contract duration due to a move to an ADSL2+ incompatible region and if a new ADSL subscription is ordered. In this case a setup fee will be invoiced, amounting to 20.66 EUR VAT excl., along with an administrative cost of 41.32 EUR VAT excl.

10. Other conditions

10.1 The customer/subscriber acknowledges to have taken cognisance of the mentioned general terms and conditions and to have accepted them.

10.2 In case of contradictions in the terms and conditions of these stipulations, the following conditions will apply and prevail in this order:
- Product-specific and/or customer/subscriber-specific terms and conditions;
- Present general terms and conditions.

10.3 EDPnet reserves the right to change or complete these conditions, whereby EDPnet undertakes to inform the customer/subscriber at least one (1) month before the change becomes effective, either by regular mail, and/or by e-mail, and/or on the EDPnet web site (http://www.edpnet.be). Should the customer/subscriber refuse to accept a change in the conditions, he has the right to terminate the subscription until the date on which the new conditions become applicable (one (1) month from publication). The invalidity or non-enforceability of one of these general terms and conditions does not in any way affect the validity of the other conditions.

11. Jurisdiction

11.1 EDPnet commits itself to correct or resolve any issues it is informed of as soon as possible. In case the Client is not satisfied with the solution offered by EDPnet or he is a victim of malicious calls, he can turn to the Ombudsman Service: Place des Barricades 1 - 1000 Brussels - plaintes@mediateurtelecom.be.

11.2 The agreements with EDPnet will be governed by Belgian law.

11.3 For all disputes that may result from the agreement for which (among other things) the invoice is sufficient evidence, as well as all disputes pertaining to the fulfilment of the obligations by partners, only the Belgian courts will be competent.

PRODUCTS

12. Introduction

These conditions regulate the legal relationship between the supplier, i.e. EDPnet, and the customer/subscriber, concerning all dealings with EDPnet, among other things the contracting, sale or preliminary negotiations of the contracting and sale. Any changes to these terms and conditions are only valid if and when they are accepted by an authorized representative of EDPnet beforehand and in writing. General terms and conditions as applied by the customer are explicitly rejected by EDPnet.

13. Offers and agreements

13.1 All of our quotations are proposals for a certain solution and are in that way noncommittal.

13.2 Orders are only thus regarded as accepted by EDPnet, and this in accordance with the terms and conditions under consideration, if the order either a) is confirmed in writing by one of the authorized representatives of our firm, or b) is followed by execution by EDPnet.

13.3 The customer confirms that EDPnet informed him in detail during the negotiations and that everything regarding the possibilities and restrictions of the hardware and/or software ordered was clearly explained in detail.

13.4 The indicated price is fixed and cannot be changed.

13.5 Additional work has to be demonstrated, either by a written agreement, or by execution by EDPnet.

14. Delivery - acceptance risk - force majeure

14.1 The goods, even sent carriage paid, are travelling at the customer's risk.

14.2 The delivery and execution terms are provided merely as an indication and are therefore not binding, unless explicitly and in writing otherwise agreed by both parties. They are not an essential part of the agreement, unless explicitly stipulated otherwise on the order form. The signing of the work sheet constitutes final acceptance of the work carried out.

14.3 EDPnet's obligations in this agreement are suspended temporarily in the case and for the period that the execution thereof is slowed down or made impossible by circumstances beyond EDPnet's control including, but not limited to, strikes, lock-outs or other labour conflicts, wars, riots and civil disorders, telecommunications disorders, acts or oversight by the government or other public bodies, embargoes, epidemics, fire, earthquakes; floods or any other natural disaster.

14.4 In case of installation at the customer's premises, the customer must see to it that the area in which the equipment and programmes will be used meets the following requirements: presence of at least 3 connection points for power supply, this power supply has to be stable and steady, a temperature of maximum 35 degrees and minimum 10 degrees Celsius, a relative humidity of 15% to 80%. The customer will bear the costs of any delay in the installation caused by the non-fulfilment of any of the conditions mentioned above.

15. Complaints

15.1 To be admissible, complaints, under penalty of dissolution, must be formulated precisely and in writing, and sent to EDPnet in a traceable manner (e.g. mail, fax, ...) within thirty (30) days from delivery of the goods.

16. Obligations

16.1 Invoicing will be carried out according to delivery and/or execution, unless otherwise agreed.

16.2 Payments have to be made -free of all deductions- at the EDPnet offices, either in cash, or within thirty (30) days from the date of invoice after agreement in writing.

16.3 Without declaration of default the amounts that have not been settled on the expiry date, will be subject to an interest on arrears of 12 % per year.

16.4 Notwithstanding the interests on arrears, the parties explicitly agree that the non-settlement of one invoice or the outstanding balance of the invoice on the expiry date entails following costs:
- 2nd payment reminder: a charge of 7.50 EUR;
- 3rd notice by registered letter: a charge of 15 EUR;
- when the file is forwarded for collection: a minimum charge of 61.97 EUR by way of fixed, conventional and undiminishable damages.

16.5 Until complete settlement of all outstanding debts, attributable to the customer through the contract of sale, the goods delivered remain EDPnet's exclusive property and in case of late payment EDPnet can reclaim them. EDPnet is also entitled to suspend all (current) contracts, notwithstanding its right to demand the termination of the contract(s). As long as payment has not been carried out in full the customer cannot sell the goods, pawn them, use them as guarantee in favour of a third party, or encumber them in any way.

16.6 Should the customer cancel the order or refuse to take delivery of the goods, the customer owes EDPnet a fixed compensation of 30 % of the invoice amount. Should the customer fail to settle one invoice, all other outstanding invoices are due on demand and EDPnet has the right to terminate all agreements still to be executed, rescission of which will result in a fixed compensation of 30 % of the invoice amount, owed by the customer.

17. Guarantee

17.1 EDPnet guarantees the execution of the contract/agreement in the approved manner.

17.2 As far as the hardware and/or software possibly sold and/or installed by EDPnet is concerned, EDPnet gives, without prejudice to any legal provisions, as a standard, a warranty of two (2) years or the warranty granted by the producer/copyright holder within the limitations as established by the producer/software author and starting from the sale/start user license. The customer/subscriber only receives a personal, non-transferable, and non-sublicenseable user right to the software that EDPnet puts at his disposal.

17.3 EDPnet points out that, unless explicitly agreed otherwise, the delivered software is standard software, which by definition does not cover all the customer's information technology needs and which is delivered with preset configurations. Therefore EDPnet is not liable for failures in the software that has not been developed by EDPnet itself; EDPnet cannot be held liable for compatibility problems between delivered software and other software delivered by (a) third part(y)ies or already present at the customer's premises, or compatibility problems between the delivered software and other versions of the delivered software. The legal warranty obligation of EDPnet does not apply to the following:
- Force majeure;
- Repairs caused by incorrect, improper or inadmissible use;
- Repair of data files, being understood that each normally cautious customer is himself responsible for a regular back-up of his data;
- Repairs following errors made by the aggrieved party by his appointed person(s) or interventions by third parties, which have not been approved by EDPnet beforehand;
- repairs following inherent failures to software which has not been developed by EDPnet, as well as non-attributable failures of suppliers;
- repairs following late (not immediate) reporting by the customer of possible failures with every information and documentation available;
- repairs following accidents, fire, natural disasters, power failures and in general every cause other than the equipment delivered.

18. Jurisdiction

18.1 On all agreements with EDPnet, Belgian law is solely applicable, with the exception of the Vienna Convention (C.I.S.G) or other international legal rulings of which omission is admissable.

18.2 For all disputes that may result from the agreement for which (among other things) the invoice is sufficient evidence, as well as all disputes pertaining to the fulfilment of the obligations by partners, only the Belgian courts will be competent.