Premium Plus General Terms and Conditions 

I. Definitions within the framework of these General Terms and Conditions

1. “Premium Plus”: refers to Premium Plus BV, with its registered office at B9170 Sint-Gillis-Waas Tweehagen 51 and registered with the Crossroads Bank for Enterprises under enterprise number 0844.776.562.

2. “General Terms and Conditions”: these general terms and conditions of sale and delivery.

3. “Customer”: every person or legal entity that acquires a Product or Service from Premium Plus, requests a quotation and/or submits a request for prices.

4. “Products”: (1) Software licenses offered by Premium Plus as a reseller, including Zendesk and Aircall, as well as (2) Apps and Themes created by Premium Plus. With respect to the Products, the Customer is awarded a temporary, non-exclusive and non-transferable right of use and is not granted ownership of the actual Products, unless explicitly otherwise agreed to in writing by Premium Plus and the Customer.

5. “Bug”: an error, defect or disruption in a Product that results in an incorrect or unanticipated result or that causes it to act in an unintended manner.

6. “Services”: the services offered by Premium Plus, including software integration, software development and implementation, maintenance in the form of service level agreements (SLAs) and training courses. Notwithstanding a written agreement to the contrary, Services are not included in the purchase price for Products and these Services are charged separately in the form of a subscription or at an hourly rate.

7. “Subscription”: notwithstanding a written agreement to the contrary, Products and periodic Services are purchased in the form of a subscription, in accordance with the specific details of usage, as stated in these General Terms and Conditions.  

II. Application of these General Terms and Conditions

1. Unless otherwise agreed to in writing and in advance, these General Terms and Conditions are applicable to all offers, quotations, invoices and other commercial documents issued by Premium Plus and to all agreements entered into with Premium Plus. Except where Premium Plus waives them in writing, these General Terms and Conditions are applicable to the exclusion of all other general terms and conditions, even where Premium Plus has not explicitly protested the other general terms and conditions. The exception to this article is any special terms and conditions that Premium Plus and the Customer may agree to. Such special terms and conditions shall, except where stated to the contrary in writing, always prevail over these General Terms and Conditions. 

2. All terms and conditions, other than these General Terms and Conditions, issued by the Customer as well as all deviations from these General Terms and Conditions, even if they are issued by employees of Premium Plus, must be emphatically confirmed in writing by Premium Plus for them to be binding on the part of Premium Plus.

3. Premium Plus reserves the right to amend these General Terms and Conditions. The Customer shall be notified in a manner to be chosen by Premium Plus of any amendments to these General Terms and Conditions at least one (1) month before they take effect. If the Customer informs Premium Plus within fourteen (14) calendar days of being notified in writing of the amendment that they do not consent to said amendment, then the Customer is entitled to terminate the agreement. If the Customer does not respond or does not respond in writing within fourteen (14) calendar days of being notified of the amendment, that party is deemed to have accepted the new General Terms and Conditions.

4. These General Terms and Conditions are always attached to quotations from Premium Plus, after which they are provided to the Customer. Moreover, they are also always available in electronic form in a printable format on the Premium Plus website. 

5. Quotations from Premium Plus for the purchase of Products or Services are valid for a period of fourteen (14) calendar days and must be accepted in writing by the Customer. Acceptance can be performed, inter alia, by email or by online electronic signature.

6. In the event of a difference between the Customer’s order and the quotation provided by Premium Plus, the quotation shall prevail.

7. If a provision of these General Terms and Conditions is wholly or partially invalid or unlawful, the validity and enforceability of the other provisions shall not be affected. In such an event, the parties undertake to engage a new measure to replace the invalid provision, which shall approximate, insofar as is possible, the purpose of the invalid provision.

8. Insofar as these General Terms and Conditions are drawn up in a language other than Dutch, in the event of any disputes the Dutch-language text shall always prevail.

III. Delivery – acceptance

1. Delivery is only performed after the Customer accepts the quotation and payment is performed in full by the Customer, in accordance with article VI.4 of these General Terms and Conditions before access is allowed to the Products. Once payment is received, the Products shall be installed by Premium Plus. Installation is performed remotely and, unless the Customer requests otherwise, further assistance during and after installation is also provided remotely.

2. With respect to the Products, they are delivered by Premium Plus in its capacity as a reseller of the master licensor and the Customer is required to consent to the general terms and conditions of the master licensor, which are provided to the Customer by Premium Plus together with the quotation. In the event of a conflict between these General Terms and Conditions and the general terms and conditions of the master licensor, these General Terms and Conditions shall prevail.

3. Premium Plus shall perform the ordered Services with the required care and expertise, to the best of its ability. In that respect, Premium Plus solely acknowledges its obligation to use best endeavours in performing the Services. For their part, the Customer shall provide to Premium Plus all the required information and grant access where necessary in order to facilitate Premium Plus with respect to delivering the Services under optimal conditions.

4. The delivery periods stated by Premium Plus are always agreed to by mutual consent with the Customer, where they must be determined according to the content of the Services. The delivery periods remain indicative in all respects and are met by Premium Plus to the best of its ability. The parties can mutually agree to extend the previously agreed-to delivery periods. Any delays can under no circumstances lead to demands for compensation, unless it is demonstrated that the damage is due to serious failure, intentional error, misrepresentation or fraud on the part of Premium Plus or its employees.

5. Every order that was not the subject of a written quotation is only binding if it is accepted in writing by Premium Plus. The quotation that the Customer and Premium Plus have approved replaces all earlier agreements reached, whether in writing and/or verbal, that pertain to the same order.

IV. Extent of the right to access the Product

1. Premium Plus awards the Customer a temporary, non-exclusive and non-transferable right of use for the Product. This right comprises the right to grant access to the Product to an agreed-to number of authorised users through their login details for the duration of said right of use.

2. The right of use is in the form of a Subscription, which is entered into for a determined period of twelve (12) months, which will be tacitly extended each time for the same period, unless the Customer or Premium Plus cancels the Subscription in writing before the end-date, with due regard for a period of notice of three (3) months. Further specifications with respect to the use of the Products or the performance of the Services are set out in the quotation or in a separate agreement.

V. Liability

1. By accepting delivery of the Products, the Customer acknowledges that Premium Plus has fulfilled its obligation to deliver. The Customer undertakes to inspect the Products upon their delivery in order to ascertain whether their quality corresponds to that agreed to. Any visible defects to the Products must be reported in writing, forthwith and no later than within fourteen (14) calendar days of delivery, to Premium Plus, with these defects described in a detailed manner.

2. Any complaints with respect to any hidden defects must be reported in writing to Premium Plus within fourteen (14) calendar days of the Customer discovering the defect, or after the Customer reasonably ought to have discovered such. Defective items must be examined with both parties present by a representative appointed by Premium Plus.

3. If there are hidden defects to the Product, Premium Plus is solely obliged to repair or replace the Product at its sole discretion, excluding any other costs or compensation. 

4. Except in cases of misrepresentation, intentional error or serious failure on the part of Premium Plus or one of its employees, contractual liability on the part of Premium Plus vis-à-vis the Customer is at all times limited to the sum of the price of the acquired Products and/or Services, as stated on the invoices, and with such during a period of twelve (12) months preceding the incident. 

5. In any event, Premium Plus is under no circumstances obliged to compensate any indirect or incidental damage, consequential damage or product damage that was not caused directly and immediately by misrepresentation, intentional error or serious failure on the part of Premium Plus or its employees, such as but not limited to transportation costs, travel and accommodation expenses, loss of profit, losses due to business interruptions, lost savings, commercial damages or loss of production.

6. Premium Plus can under no circumstances be held liable for errors in the establishment or performance of the agreement that are due to incorrect information provided by the Customer or third parties. 

7. Other than on contractual grounds, damage as a result of the performance of the Services or the delivery of the Products by Premium Plus is limited to the sum for which Premium Plus is covered under its operational liability insurance policy. In this regard, Premium Plus undertakes to consistently insure its civil liability with an insurance company accredited in Belgium. If required, the Customer can request an insurance certificate from Premium Plus.

VI. Payment – price changes – payment terms and conditions 

1. The sum to be paid by the Customer shall be stated in the quotation.  

2. All prices stated by Premium Plus are exclusive of VAT, levies of any nature whatsoever and import duties applicable in the country of destination/receipt, subject to a written agreement to the contrary.

3. Premium Plus reserves the right to amend its prices where necessary, without such impacting upon current agreements and Subscription(s). With respect to current agreements and Subscriptions, Premium Plus is entitled to adjust the prices stated therein, subject to Premium Plus presenting demonstrable objective price changes that Premium Plus is subject to, such as but not restricted to price increases charged to Premium Plus by the master licensor(s) and price increases to elements required for the Products/Services and that are charged to Premium Plus by its suppliers.

4. In this respect, Premium Plus shall always inform the Customer of the price increase in writing one (1) month prior to the new price taking effect. If the Customer does not consent to the new price, then that party can terminate the agreement within fourteen (14) calendar days of being notified of the price increase.

5. Invoices are payable in cash and without a discount applying to Premium Plus at its registered office and, subject to a written agreement to the contrary, within fourteen (14) calendar days of the invoice date.

6. Any objections to an invoice, irrespective of the reason for the objection, must be received by Premium Plus in writing, with substantiation, within ten (10) calendar days of the invoice being sent. An objection that does not contain substantive grounds for the objection shall be deemed to be non-existent by Premium Plus. The payment obligations on the part of the Customer are not suspended as a result of such an objection. 

7. In the event of nonpayment or incomplete payment by the due date, damages are payable by the Customer, without notice of default being required and by law, set at a fixed sum of 10% of the invoice sum, with a minimum sum of €65.00. Moreover, late-payment interest is payable as of the due date that is equal to the interest rate stated in article 5.2 of the Law of 02 August 2002 on combating late payments in commercial transactions, with such notwithstanding the right of Premium Plus to demand a greater sum when it is required to incur greater expenses in order to collect the payable sums, such as but not limited to the intervention of an external collections agency as a result of nonpayment. Further, all other invoices not yet due or sums yet to be invoiced become immediately due and payable.

VII. Support and maintenance

1. When granting a licence for one of the Products, Premium Plus shall guarantee the support and maintenance required for the Product in question as well as its implementation. 

2. To enable Premium Plus to provide the required support and maintenance, the Customer shall:

   1. provide all reasonable information they have when reporting any Bug;

   2. provide to Premium Plus all reasonable information and cooperation, including, as the case may be, providing all required facilities or access to the system (remotely or on location), the infrastructure or the locations of the Customer.

VIII. Termination

1. The parties are entitled to terminate the agreement and/or Subscription by means of a registered notification without further notice of default being required, without such prejudicing the obligation of the Customer to pay any outstanding sums and notwithstanding the right to compensation, in the event of one of the following: (a) if a party, within fourteen (14) calendar days after a written demand is issued that it fulfils its contractual obligations, does not fulfil its obligations; (b) if one of the parties is in a state of bankruptcy, insolvency or subject to a suspension of payments, its lines of credit are unstable or in the event of the liquidation of dissolution of this party.

2. In the event of the dissolution of the Customer, that party shall terminate any right of use or the licence under which the Product falls and, where applicable, return such to Premium Plus within a period of thirty (30) calendar days after the dissolution. 

IX. Force majeure and hardship

1. If the performance of the agreement is rendered impossible due to force majeure, Premium Plus is entitled to wholly or partially suspend its obligations for that period in which force majeure is at issue, without Premium Plus being obliged to pay compensation in that respect.

2. Force majeure is taken to include, inter alia and without being limited to such: the delay in deliveries or non-delivery by suppliers, transport issues or delays, mechanical breakdowns, strikes or lockouts, prohibitions on imports or exports, fire, public disturbances, war, epidemics or pandemics, lockdowns, natural disasters, floods or damage from flooding, the lack of raw materials, government resolutions or strikes by Premium Plus staff or the staff of a supplier of Premium Plus.

3. The agreed-to delivery and performance terms shall be extended by the duration of the force majeure situation. Where necessary, the parties shall agree to a new performance period in good faith.

4. If a situation of force majeure continues for an uninterrupted period that is longer than three (3) months, both the Customer and Premium Plus shall be entitled to terminate the agreement, without such leading to any form of compensation being payable.

5. If a party is able to demonstrate that (i) the continued performance of its contractual obligations has become unduly onerous as a result of an event that is outside of its reasonable control and that could not reasonably have been taken into account upon entering into the agreement; and that (ii) it could not have reasonably prevented or avoided the event or the consequences thereof, the parties are obliged to, within a reasonable period after this clause is invoked, negotiate on alternative contractual terms and conditions that make it reasonably possible to overcome the consequences of the event.

X. Processing personal data

1. Premium Plus collects the following personal data from the Customer so that it can perform its agreement with that party: the name, email address and telephone number of the Customer’s staff. The collected personal data can be provided to the suppliers that Premium Plus uses (CRM, sales, invoicing, accounting, general document processing, factoring companies, etc.). The personal data are never sold or transmitted to third parties for commercial purposes. The personal data are stored for as long as required for the performance of the agreement with the Customer and for seven (7) years after the termination of the agreement. The Customer’s staff (and the Customer, where that party is a natural person) whose personal data are processed have the right to demand access to the data from Premium Plus and the right to rectify and erase the personal data or, in certain cases, demand the restriction of the processing of the data pertaining to them, as well as the right to object to the processing and the right to data portability (the latter pertains solely to the data provided by the person in question). Moreover, a complaint can be submitted to the Data Protection Authority (Drukpersstraat 35, 1000 Brussels, +32 2 274 4800, [email protected]) or to any other authority, but Premium Plus does ask that the individual always first contact it when they believe that an issue is at hand.

XI. Intellectual property rights

1. All intellectual property rights with respect to the Products and Services are held by Premium Plus or its master licensors. Premium Plus shall defend the Customer against and indemnify that party from and reimburse them for all damages, losses, expenses and costs that result from a claim brought by a third party on the grounds that the Products or Services infringe the intellectual property rights of that third party. The Customer shall inform Premium Plus forthwith of any claim that party receives. At the request of Premium Plus, the Customer shall cooperate to a reasonable degree in defending itself against that claim.

2. The Customer only receives a limited licence for the use of the Products and solely for the period agreed to, pursuant to article IV.2, and shall not perform any actions or neglect to perform any actions that would constitute an infringement of the intellectual property rights on the part of Premium Plus or its master licensors.

XII. Confidentiality

1. The parties undertake to not divulge the commercial and technical information as well as company secrets that they learn of from the other party, even after the termination of the agreement and the Subscription, and to only use such for the performance of the agreement and the Subscription.

XIII. Notifications

1. All notifications issued by the Customer and Premium Plus are, unless otherwise stated, performed by email using the email addresses: [email protected] and the email address provided by the Customer. 

XIV. Waiver

1. Except and insofar as explicitly agreed otherwise, the fact that a right is not exercised in a given situation by one of the parties shall not constitute the waiving of that right or, in any sense, impair the legal force of that provision in a subsequent situation that is identical/similar. 

XV. Applicable law and competent court

1. The formation, validity and performance of all agreements and Subscriptions entered into between Premium Plus and the Customer and any resultant disputes are governed by Belgian law.

2. The courts of the court district of East Flanders, division of Dendermonde (Belgium) have sole jurisdiction with respect to all disputes.