General Wholesale Business Terms and Conditions

1. Introduction

1.1 These General Wholesale Business Terms and Conditions, hereinafter referred to as General Terms and Conditions, regulate the legal relationship between the Service Provider, i.e. edpnet, and the Customer. They are part of the Agreement and are applicable to all related legal acts.

1.2 Changes or additions requested by the Customer only apply if they are confirmed in writing by edpnet in a separate Annex to these General Terms and Conditions.

1.3 General Purchase Terms and Conditions from the Customer are formally rejected by edpnet.

2. Description of Services

2.1 Edpnet offers the Customer the possibility to receive, against payment of the prices established by edpnet, a wide range of Services, such including, but not limited to internet access through different technologies, leased lines, hosting, Wavelengths, IP Transit, VoIP services …

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.com and in the manual or in the documents that are at the disposal of the Customer and which constitute an integrated part of the Agreement.

3. Quotations and conclusion of the Agreement

3.1 The Customer cannot make any claims on the basis of mistakes and typos in the offers / price quotations.

3.2 Unless mentioned otherwise, the standard validity period of an offer / price quotation is 30 calendar days. If the Customer accepts the offer outside the validity period, edpnet has the right, if it so wishes, to announce that it has no plans to conclude an Agreement under those terms.

3.3 Orders are only regarded as being accepted by edpnet under the following conditions:
(a) if they are confirmed in writing by an authorized representative of edpnet;
(b) or / and if they are confirmed in writing by the Customer’s signature on the offer;
(c) or / and if they are confirmed by the Customer electronically at the end of the online ordering process;
(d) or / and if they are followed by use of the Service by Customer.

3.4 Edpnet reserves the right to refuse a request for a Service in the following cases:
- a computer equipment or telecommunications system of the Customer, in particular the telecommunications network, that does not allow or makes it very difficult to deliver the Service;
- the Customer or his authorized representative refuses to identify himself as such;
- the Customer does not respect the obligations under other Agreements concerning a service provided by edpnet or showed such a non-respect in the past;
- the Customer has undisputed overdue invoices at the moment of ordering or showed such a payment behaviour in the past.

3.5 The Customer confirms that edpnet informed him in detail during the negotiations and that everything regarding the possibilities and restrictions of the ordered Service(s) was clearly explained in detail.

3.6 Indicated prices are fixed and cannot be changed.

3.7 Additional work has to be demonstrated, either by a written Agreement, or by execution by edpnet. If edpnet upon request or with the consent of the Customer has rendered other Services or delivered other Goods than those mentioned in the Agreement, the Customer shall pay edpnet for such Service(s) or Good(s) at the usual rates of edpnet or shall pay the fixed price in case a fixed price is agreed on. Edpnet is not obliged to honour such a request and may require a separate written Agreement.

3.8 If the Customer subscribes to another Service, or up- or downgrades the subscription of his current Service, edpnet is entitled to charge the activation fee inherent to the new Service subscription.

3.9 Edpnet may require the Customer to provide a deposit or bank guarantee equivalent to three (3) months’ Charges, actual or projected or other security satisfactory to edpnet. Any deposit shall be held by edpnet as security for the payment of Charges and any other amounts due under this Agreement. On the termination of this Agreement, edpnet may apply such deposit or bank guarantee to any amounts owed by the Customer to edpnet with any remaining credit balance being refunded to the Customer. Any deposit paid by the Customer pursuant to this sub-clause will not carry any interest and will be held by edpnet in accordance the applicable law governing such deposit.

4. Service Commencement

4.1 For each Service ordered by the Customer, edpnet will inform a target date (Ready For Service Date).

4.2 The Service starts at the moment of the written confirmation by edpnet of the activation of the Service(s) requested (=the Service Commencement Date), or if the Customer makes use of it.

4.3. Edpnet installs Services during normal business hours, that is, between 09:00 and 17:00 local time Monday to Friday, excluding Belgian public holidays. Installations carried out at Customer`s request during periods outside those times may incur additional charges as set out in the Order (Confirmation) Form.

5. Settlement of the invoice(s)

5.1 Customer agrees to pay the charges for each Service, as set out in the Order (Confirmation) Form or in a pricing Appendix being part of the Agreement, commencing on the Service Commencement Date for each Service ordered.

5.2 The Customer receives an invoice by e-mail or via his Myedpnet pages.

5.3 All invoices are to be paid net at the time stated on the invoice. All costs related to the payment shall be borne by the Customer.

5.4 All prices and rates are quoted in Euros (€) or U.S. Dollars ($) and, unless otherwise specified, exclude sales tax (VAT) and other taxes which are imposed by the Government.

5.5 Customer agrees to pay any applicable consumptions, value added taxes or other national, regional or local sales, use, excise, privileged gross receipts or other similar taxes, duties or (sur)charges imposed by any governmental authority or regulatory body as a result of the existence or operation of this Agreement or the purchase by Customer of Services. The payment of any such taxes, duties or (sur)charges will be in addition to the payment of any other charges due under this Agreement. However, if Customer is exempt from such taxes, duties or charges, edpnet will accept such exemption documentation and remove such charges from Customer’s invoice(s).

5.6 One-off and periodic charges that the Customer must pay are set out upon the conclusion of the Agreement.

5.7 Services may require the payment of a one-off setup / activation cost, after which a periodic billing of the periodic subscription fee for the delivery of the Service follows.

5.8 The Customer with a Service with periodic limited consumption included shall, in case the amount of consumption included is exceeded, be invoiced for the extra consumption per started unit. The price per unit is mentioned on the Order Confirmation and on the Myedpnet page of the Customer.

5.9 Subject to other specific stipulations in writing, any invoice is to be settled annually in advance. Payments are thus made on a yearly basis and in advance, unless otherwise specified.

5.10 Any late payment of an undisputed invoice (amount) may result in automatically applying an interest charge to the invoice amount outstanding at an interest rate of the maximum percent permitted under Belgian law. The six (6) month update of the legal interest rate for late payment in commercial transactions is published at http://treasury.fgov.be/home_nl.htm as “Wettelijke rentevoet betalingsachterstand handelstransacties”. Notwithstanding these legal interests, Customer accepts that the non-settlement of one (1) invoice or the outstanding balance of the invoice on the Invoice Expiry Date entails following costs:
- Reminder: no charge;
- 2nd Reminder: € 7,50;
- 3rd Reminder (= Formal Notice): € 15,00.
- when the dossier is forwarded for collection: € 150,00 of collection costs will be charged if the total principal debt plus legal interest does not exceed € 1.250,00. In case the amount exceeds € 1.250,00 the real collection costs will be charged to the Customer.
Edpnet may suspend any or all Service(s) immediately and without prior notice upon the sending of the formal notice (= 3rd Reminder). Such suspension may be rescinded by edpnet upon payment in full of Customer`s account. Unless agreed otherwise, edpnet may charge a reactivation cost to the Customer in case the reactivation of the suspended Service(s) causes costs for edpnet (edpnet staff, 3rd party costs …).

5.11 Edpnet reserves the right to change the price(s) of the periodic Service(s) as from the next Contract Expiry Date onwards. Edpnet will inform the Customer of such price increase at least one (1) month before the new price(s) will become valid. In case of a price increase, the Customer has the right to terminate the Agreement in a traceable manner (e.g. by mail, fax, registered letter …) without a compensation for terminating the contract being due, at the latest fifteen (15) calendar days before the new price(s) will become valid.

5.12 After the Initial Term, edpnet may index prices on the Expiry Date of the Agreement using the most recent published inflation figures as published by the Belgian Federal Government on the website (http://statbel.fgov.be/en/statistics/figures/economy/consumer_price_index/inflation/). Edpnet will use the annual average index, referred to as “annual average”, of the completed year(s) to increase its price(s). This indexation cannot be interpreted as a unilateral change of terms and can therefore not be used by the Customer as a reason to cancel the Service(s) or the Agreement free of charge. Edpnet will communicate an indexation of price(s) at least one (1) month before the new price(s) will become valid.

5.13 Customer agrees to pay all undisputed charges due under this Agreement without counterclaim, set-off or deduction.
If the Customer complains regarding the accuracy of the invoice amount, he can object in writing within eight (8) calendar days following the invoice date. Upon receipt of the objection edpnet will immediately investigate the accuracy of the invoice amount. If a dispute of an invoice is found to be justified or if further investigations should be required, edpnet will immediately suspend the disputed portion of the invoice or take the necessary steps to rectify the wrong inning. The undisputed amount remains due at the Invoice Due Date. If edpnet rejects the complaint, the disputed amount is payable immediately. The payment terms of this sum is stated in the communication of the decision. In no way will edpnet charge the Customer for the settlement of the dispute, except where the dispute arguably has no other goal than to postpone the payment.

5.14 The Customer who leaves his address or transfers the ownership of the Service(s) without cancelling, modifying or transferring his subscription, remains responsible for the payment of the amounts due and for the use of the Service(s).

5.15 When an Unnecessary Intervention takes place, edpnet is entitled to charge the Customer an administrative fee of € 123.14 excluding VAT. In addition edpnet may charge the Customer costs for carrying out of unnecessary operations. Unnecessary Interventions are:
1. a request for repair of a defect, which was not caused by edpnet and for which edpnet or its subcontractor have carried out certain operations (repair, testing, relocation, ...);
2. an intervention for which edpnet or its subcontractor have carried out useless operations (repair, testing, relocation, ...) due to the fact that the Customer was not present at the meeting, did not give access to his property or gave incorrect information; 3. an intervention which took place due to the fault of the Customer, such as excessive use of the line or any other fault of the Customer.
The above mentioned interventions are not limited to the address / property of the Customer and can also involve the infrastructure outside the address / property of the Customer.

5.16 The Customer acknowledges to edpnet the validity and probative value of the invoices and all other related documents.

5.17 Edpnet may, at any time, by notice in writing impose a credit limit on the Customer to an amount to be determined by edpnet. Any Service(s) required by the Customer in excess of any such credit limit will require the Customer to deposit with edpnet an amount equal to or greater than the amount by which the Customer will exceed the credit limit.

6. Responsibilities and liabilities of the Customer

6.1 Customer undertakes to identify himself upon the registration of the Service(s). Customer is obliged at any time to pass on correct information. The Customer remains responsible for the information and the prompt adaptation of it when necessary.

6.2 If the Customer requests edpnet to retrospectively make documents after administrative changes were made to the originally presented information, or after the Customer has adjusted certain billing information, edpnet is entitled to charge administration costs of € 12.40 excluding VAT.

6.3 Customer will use the edpnet Service(s) 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 In addition to pay for Services and to any obligations applying under the terms of this Agreement, Customer agrees to:
(a) provide network multiplexing functionality and any other equipment and facilities to support the Services’ configurations and to connect to the Service(s) at Customer Interface;
(b) ensure that all equipment which is connected to the Service(s) performs according to the applicable manufacturer`s published technical specifications and applicable interface specifications as defined for the Service(s). Edpnet may disconnect any of Customer`s equipment from the network terminating equipment and / or the network, if, in its reasonable opinion, such equipment poses a danger of death, personal injury or damage to edpnet employees, agents, subcontractors or property or will materially impair the Service(s) or the Network;
(c) participate as requested in any testing procedures and provide technician support services and a secure and safe environment to any of edpnet employees, agents or subcontractors working on Customer premises for installation, testing or maintenance of the Service(s);
(d) obtain, as requested by law, any necessary permission or cooperation of a telecommunications network provider or other relevant person for the connection or maintenance of Customer`s equipment;
(e) use Service(s) only in accordance with the terms of this Agreement;
(f) take reasonable steps to ensure that neither Customer nor its customers / end-users or other third party authorized end-users interfere with or disrupt other users of Service(s);
(g) obtain any and all required licenses and permits relating to Customer`s use of the Service(s), the resale (if permitted), of the Service(s), and / or their use by its customers / end-users or the third party authorized end-users, and to comply with any and all laws, directives, regulations and conventions, and with any public policy related laws, which may be applicable to the use of the Service(s) by Customer and / or by its customers / end-users or other third party authorized end-users and / or relating to the provision of those Service(s) by Customer to its customers / end-users or other third party authorized end users.

6.5 Customer shall not, directly or indirectly, cause any edpnet property to become subject to any mechanic’s lien, material man’s lien, vendor’s lien or any similar lien, whether by operation of law or otherwise. If Customer becomes aware that it has breached its obligations under this Section, it shall promptly notify edpnet in writing, cause such lien to be discharged and released of record without cost to edpnet, as soon as reasonably possible, and indemnify edpnet against all losses.

6.6 Neither Customer, nor its end-users, customers, suppliers, contractors, licensors or licensees shall restrict or interfere with edpnet’s systems or the maintenance or use thereof. Upon notice, Customer shall promptly remove or cause the removal of any hazard, interference or service obstruction that may be caused by equipment, hardware, software, content or connectivity, owned by or under the control of Customer or its end-users or customers. In the event that Customer or its end-users, customers, suppliers, licensors or licensees restrict or interfere with any Service(s), edpnet may upon reasonable notice, suspend, in whole or in part, until such restriction or interference is cured, performance of its obligations hereunder.

6.7 Customer, its end end-users, customers, suppliers, contractors, licensors or licensees will refrain from using edpnet Service(s) in an improper way. Customer will not (allow to) use the Service(s) 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:
- to (force to) comply with all applicable laws and regulations while making use of edpnet Service(s). Customer may not, among other things, (allow to) 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 (natural or legal) persons, 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;
- to (force to) respect the intellectual property rights (including but not limited to copyrights, patent and trade mark rights, and data base rights) of edpnet or any other (natural or legal) person;
- to refrain from (allowing to) 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 (natural or legal) person, among other things by burdening the net needlessly by causing a large unjustified flow of data (flooding, spamming, etc.);
- not to (allow to) perform any act of ‘piracy’ or 'hacking' against the edpnet system or any other system, not to (allow to) enter data or systems by means of false keys, false codes and / or false identities or in any other illegal way, nor to (allow to) commit any theft of data and not to (allow to) harm, damage or destroy the integrity of the information data and programs.

Edpnet requests the Customer 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.

6.8 Customer shall have sole responsibility for the costs, expenses and deployment of any interconnection, installation and testing necessary to receive the edpnet Service(s).

6.9 In case of serious shortcomings on the part of the Customer with regard to the fulfilment of his obligations, edpnet may immediately block the access to its network and / or the access to the content for third parties. The Customer will be informed within a reasonable term by e-mail and / or by post thereof and will be put on notice about the fulfilment of his obligations. The (e-mail) address which will be used is the (e-mail) address submitted by the Customer to edpnet in the contact information. In case the Customer does not fulfil his obligations and does not express any formal commitment to doing so in the future within five (5) workdays from the day following the day of the notice, edpnet has the right to terminate the Agreement. This termination does not entitle the Customer to any compensation or compensation for damages.

6.10 The suspension of the Service(s) ends when the Customer fulfils his obligations. During the suspension of the Service(s) the costs / monthly fees are still due unless the Customer can prove that the Service was wrongfully suspended by edpnet. When the Service is restored, re-activation costs may be charged.

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 Service(s) 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(s) for maintenance purposes, to make adjustments or if the use or failure of the Service(s) 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 Edpnet is not liable for the unavailability of any edpnet Service(s) 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, 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 Edpnet is solely responsible for any direct damage ensuing from an accountable contractual failure of edpnet vis-à-vis the Customer 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 and can be determined by edpnet. In case of liability of edpnet, on any basis whatsoever, the damages the Customer can claim, per event, considering connected events as one (1) event can never exceed the amount paid by the Customer for access to the edpnet Service(s) 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, disrupted planning and claims by third parties. Each claim or liability by the Customer expires one (1) year after the start of the cause of this claim or liability.

7.5 Any communication through the edpnet Service(s) by the Customer 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 is responsible for any damage whatsoever due to insufficient security.

7.6 The Customer hereby authorises edpnet to use his personal data in relation to the use of the edpnet Service(s) (and for the duration of the Agreement) for:
- customer relationship management (e.g. invoicing, communication between edpnet and Customer in case of disputes, …);
- the provisioning 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.

7.7 The Customer accepts that edpnet cannot be held liable for the deletion or failure to receive e-mails or other information nor for failure to store e-mails or other information.

7.8 Edpnet cannot be held liable for the content of communications or messages, nor for the integrity of the data which is sent via its network. Edpnet cannot be held liable for the services nor for the corresponding invoices offered by third parties and accessible via its network. Edpnet provides no guarantee and accepts no liability for the Service(s) offered or information distributed via its network.

8. Validity, duration and termination of the Agreement

8.1 This Agreement enters into force on the date of acceptance of the application by edpnet, which may be proven by any document or the execution of the Agreement by edpnet.

8.2 The Agreement is concluded for the minimum duration mentioned in the Order Confirmation (= Initial Contract Period).

8.3 After the expiry of the Initial Contract Period the Agreement will automatically be extended at the Contract Expiry Date for the same period as the Initial Contract Period, barring cancellation of the Customer three (3) month before the Contract Expiry Date.

8.4 Should the Customer decide to terminate the Agreement prematurely, edpnet has the right to claim a compensation for premature termination of the Agreement. This compensation shall be equal to the sum of the remaining subscription amount(s) until the Contract Expiry Date. Such compensation shall be paid within thirty (30) calendar days from the date on which edpnet provides an invoice for such early termination charge. Customer agrees and acknowledges that the actual damages in the event of such early termination or cancellation would be difficult or impossible to ascertain, and that the charge in this section is intended, therefore, to establish liquidated damages and is not intended as a penalty.

8.5 If the Customer cancels the order for a Service for any reason prior to the agreed Ready for Service Date (other than because of a breach by edpnet), Customer agrees to pay all non-recurring charges and reimburse edpnet for all reasonable costs incurred by edpnet in deploying, including any termination or cancellation charges levied on edpnet by its subcontractors.

8.6 In case the Customer wishes to switch over to another subscription, edpnet shall consider it as a new order and it thus will be subject to all terms and conditions for starting a new Service subscription.

8.7 Edpnet can terminate or suspend the Agreement in case of an order or a decision of an administrative or judicial body. In this case the Customer is not entitled to any compensation.

8.8 Any Party may terminate the Agreement or Service(s) or both immediately on notice, if the other
(a) is the subject of a bankruptcy order, becomes insolvent, makes any arrangement or composition with or assignment for the benefit of its creditors, goes into voluntary (otherwise then for reconstruction or amalgamation) or compulsory liquidation, has a receiver or administrator appointed over its assets, or if equivalent of any such events, under the laws of any relevant jurisdiction, occurs to the other party,
(b) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within thirty (30) calendar days` written notice to do so, or
(c) commits a material breach of this Agreement which cannot be remedied.

8.9 Without first obtaining the other Party’s express, written consent, which shall not be unreasonably withheld, neither Party shall assign or otherwise transfer (except a transfer without consent to an affiliate or due to a change of control), whether voluntary, involuntary or by operation of law, its rights or obligations under the Agreement. Edpnet may, without Customer`s consent, subcontract the provision of an Service or a portion of a Service, provided that edpnet will continue to be liable to Customer for the performance of such subcontractors in accordance with the terms of the Agreement.

8.10 Payment default gives edpnet the right to terminate the Agreement or Service(s) or both. In the event of termination of a Service(s) and / or this Agreement by edpnet as a result of a payment default by the Customer, edpnet may retain Customer`s equipment on edpnet premises (if any) pending satisfaction in full of the Customers payment obligations under this Agreement. Upon full payment of the outstanding debt, edpnet will release the retained Customer equipment, which then can be picked up by the Customer at an agreed moment, or be sent within an agreed period by edpnet to the Customer, at the latter’s expense and responsibility.

9. Indemnification

9.1 For the purposes of this Section, «Losses» means all losses, liabilities, damages, and costs (including taxes) and all related costs and expenses (including reasonable attorney`s fees and disbursements and costs of investigation, litigation and settlement).

9.2 Edpnet shall indemnify, defend and hold harmless Customer, its Affiliates and their respective officers, directors, employees, and members from and against all Losses or threatened Losses arising out of third party claims relating to, incurred in connection with, or based upon:
(a) any breach by edpnet of its warranties and representations set in this Agreement;
(b) any infringement, misappropriation or violation of any Intellectual Property right asserted by any third party relating to any edpnet Service(s).

9.3 Customer shall indemnify, defend and hold harmless edpnet, its Affiliates and their respective officers, directors, employees, and members from and against all Losses or threatened Losses arising out of, relating to, incurred in connection with, or based upon:
(a) any breach by Customer of its warranties and representations set in this Agreement;
(b) Customer’s use of a Service that is not authorized under this Agreement, or otherwise not recommended by edpnet in writing to Customer, or to the extent that Customer specified the manner in which edpnet was to perform; or
(c) any infringement, misappropriation or violation of any Intellectual Property right asserted by any third party relating to any Customer material provided to edpnet.

9.4 If any claim in respect of Losses is asserted or any civil, criminal, administrative or investigative action or proceeding (any such claim, action or proceeding, a «Claim») is threatened or commenced, in each case against any party seeking indemnification under these provisions, the Indemnified Party will promptly notify the Indemnifying Party in writing thereof.
Any failure or delay by the Indemnified Party in giving such written notice shall not constitute a breach of this Agreement and shall not excuse the Indemnifying Party`s obligation under this Section, except to the extent (if any) that the Indemnifying Party is prejudiced by such failure or delay.
If the Indemnifying Party acknowledges in writing and indemnification obligation under this Section, it will be entitled to elect, within thirty (30) calendar days after its receipt of such notice, to assume sole control over the investigation, defence and settlement of such Claim at its own cost, risk and expense.
Neither the Indemnifying Party nor the Indemnified Party shall enter into a settlement of a Claim without the prior written consent of the other, which consent shall not be unreasonably withheld.
After notice of a Claim by the Indemnified Party, if the Indemnifying Party does not elect to assume sole control of the defence of such Claim, the Indemnified Party will have the right to defend such Claim in such reasonable manner as it may deem appropriate, at the cost, risk and expense of the Indemnifying Party will have the right to participate in such defence at its own cost and expense.
Each party, at its own cost and expense, agrees to provide reasonable cooperation and assistance to the other Party in the investigation, defence and settlement of any Claim, including but not limited to providing access to relevant information and employees.

9.5 In addition to the foregoing indemnification obligations, if all or any part of a Service is, or in the reasonable opinion of edpnet may become, the subject of a claim of infringement, misappropriation or violation of a third party’s Intellectual Property Rights, edpnet may, at its sole discretion and expense, either
(a) procure for Customer the right to continue receiving and using the Service(s) ; or
(b) replace or modify the allegedly infringing aspect of the Service(s) to make it non-infringing, without altering its functionality.

10. Other conditions

10.1 The Customer acknowledges to have taken cognisance of the mentioned General Terms and Conditions and to have accepted them. By simple use of the edpnet Service(s) the Customer confirms that he has accepted it.

10.2 Edpnet and the Customer agree that any communication between them via the secured Myedpnet system has the same legal value as written and signed letters.

10.3 Edpnet and the Customer agree that the information with regard to communications, agreements and payments is stored by edpnet on a durable and unchangeable carrier has legal value unless proven otherwise.

10.4 In case of contradictions in the General Terms and Conditions of these stipulations, the following conditions will apply and prevail in this order:
- product-specific and / or Customer-specific Terms and Conditions;
- the present General Terms and Conditions.

10.5 Edpnet reserves the right to alter the conditions of the Agreement after the Initial Contract Period. Upon notice of the proposed changes to the conditions of the Agreement the Customer has the right to terminate the Agreement in a traceable manner (e.g. by mail, fax …) without any early termination compensation fee being due. The Customer will be informed 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 fifteen (15) calendar days before the commencement of the changes, if he does not accept the new conditions.

10.6 If any provision of these General Terms And Conditions is held to be unenforceable or invalid, the parties shall substitute for the affected provision an enforceable or valid provision which approximates the intent and economic effect of the affected provision and the remaining provisions of the Agreement will be unimpaired and will remain in full force and effect.

10.7 All prior oral or written agreements and settlements are considered void and are completely replaced by the provisions of these General Terms and Conditions.

10.8 No failure of delay on the part of any Party in exercising any right or remedy provided in the Agreement will operate as a waiver thereof nor will any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy provided herein or at law or in equity. Except as expressly provided herein, no remedy specified in this Agreement is intended to be exclusive of any other remedy, and each and every remedy will cumulative and in addition to every other right or remedy provided herein or available at law or in equity.

10.9 Nothing in these General Terms and Conditions will create, or shall be constructed to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties.

11. Security policies and confidentiality

11.1 Customer may not use edpnet`s facilities, equipment or Service(s), or those of any Affiliate who contributes to the provision of a Service, in any manner which violates:
- any applicable law, regulation administrative or other decision, treaty, or tariff;
- reasonable acceptable use policies of any other provider, host, network operator, or service provider with services or facilities accessed through edpnet, if such violation would pose a liability risk to edpnet; on the intellectual property rights of any entity.

11.2 Each Party acknowledges that they may be furnished with, receive, or otherwise have access to Confidential Information of the other Party. Confidential Information excludes any information that the receiving Party can demonstrate:
(a) at the time of disclosure, was in the public domain or in the possession of the receiving Party;
(b) after disclosure, is published or otherwise becomes part of the public domain through no fault of the receiving Party;
(c) was received after disclosure from a third party who had a lawful right to disclose such information to the receiving Party without any obligation to restrict its further use or disclosure;
(d) was independently developed by the receiving Party without reference to Confidential Information of the disclosing Party; or
(e) was required to be disclosed to satisfy a legal requirement of a competent government body.

11.3 The following obligations with respect to Confidential Information shall survive the expiration or termination of this Agreement perpetually: (a) each Party’s Confidential Information shall remain the property of that Party. Each Party shall use at least the same degree of care, but in any event no less than a reasonable degree of care, to prevent unauthorized disclosure of Confidential Information as it employs to avoid unauthorized disclosure of its own Confidential Information of a similar nature. Except as otherwise permitted hereunder, the Parties may disclose such information to entities performing services required hereunder where:
 (i) use of such entity is authorized hereunder,
 (ii) such disclosure is necessary or otherwise naturally occurs in that entity’s scope of responsibility, and
 (iii) the entity agrees in writing to assume the obligations described in this Article. Any disclosure to such entity shall be under the terms and conditions of this Article.
(b) each Party shall take reasonable steps to ensure that its employees comply with this Article. In the event of any disclosure or loss of, or inability to account for, any Confidential Information of the disclosing Party, the receiving Party shall promptly, and at its own expense notify the disclosing Party in writing, and take such actions as may be necessary and cooperate in all reasonable respects with the disclosing Party to minimize the violation and any damage resulting therefrom.
(c) except as otherwise provided herein, either Party may disclose the terms and conditions of this Agreement to third parties that
 (i) have expressed a bona fide interest in consummating a significant financing, merger or acquisition transaction between such third parties and such Party,
 (ii) have a reasonable ability (financial and otherwise) to consummate such transaction, and
 (iii) have executed a nondisclosure agreement that includes within its scope the terms and conditions of this Article or substantially similar terms and conditions and also includes a procedure to limit the extent of copying and distribution of this Agreement.
Each Party shall endeavour to delay the disclosure of the terms and conditions of this Agreement until the status of discussions concerning such transaction warrants such disclosure.
(d) a Party receiving a request to disclose Confidential Information shall immediately upon receiving such request, and to the extent that it may legally do so, advise the disclosing Party promptly and prior to making such disclosure in order that the disclosing Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.

11.4 Neither Party will publish or use any advertising, sales promotions, press releases or other publicity which uses the name, logo, trademarks or service marks of the other without the prior written approval of the other, provided that either Party may list the other as a Customer of the Service(s) provided.

12. Guarantee

12.1 Edpnet guarantees the execution of the contract / Agreement in a professional way.

13. Notices

13.1 All notifications, requests, demands and other communications required or permitted under the Agreement (including notices of breach and / or termination of the Agreement) must be in writing and addressed to the recipient at the address specified in the preamble on the Agreement, or such other address as may be notified by either edpnet or Customer to the other for that purpose. Notice will be deemed
(a) on delivery, when delivered in person or by courier during a Business Day, otherwise on the next Business Day after delivery,
(b) the same day, when sent by facsimile during a workday, otherwise on the next workday after transmission, provided that the sender has a transmission report confirming transmission of the correct number of pages to the other Party`s facsimile number, or
(c) five (5) workdays after deposit in the mail.

14. Jurisdiction

14.1 Edpnet commits itself to correct or resolve any issues it is informed of as soon as possible.

14.2 In case the Customer is not satisfied with the solution offered by edpnet he can turn to the internal Mediation Service of edpnet. Only written complaints sent via ombudsdienst@edpnet.net or to the contact address attn. Ombudsdienst, Van Landeghemstraat 20, 9100, Sint-Niklaas, Belgium are taken into account.

14.3 All Agreements with edpnet will be governed by Belgian law.

14.4 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 court of Dendermonde (Belgium) will be competent.

This text was last updated on 24/05/2018