Terms and conditions Premium Plus
I. Terms within these General Terms & Conditions
- “Premium Plus”: This refers to Premium Plus bv, with registered offices at B9170 Sint-Gillis-Waas, Tweehagen 51, KBO 0844776562.
- “General Terms & Conditions”: these general sales and delivery conditions.
- “Customer”: every (legal) person that acquires a Product or Service from Premium Plus; asks it for a quote and/or submits a price request.
- “Products” are defined as: (1) Software licences that Premium Plus offers as reseller, which includes Zendesk and Aircall as well as (2) Apps and Themes that have been developed by Premium Plus. As far as Products are concerned, the Customer is given temporary non-exclusive and non-transferable user rights but not ownership of the Products themselves, unless explicitly agreed otherwise in writing within the agreement established between Premium Plus and the Customer.
- “Services” are defined as: the services offered by Premium Plus, including integration of software, development and implementation of software, maintenance via service level agreements (SLA), and training. Unless agreed otherwise in writing, Services are not included in the prices paid to acquire Products, and these Services will be charged separately as part of a subscription or based on an hourly rate.
- Subscription: unless agreed otherwise in writing, Products and periodic Services are acquired via a subscription that lasts for 12 months and is tacitly extended by the same period, unless the Customer or Premium Plus terminates the subscription in writing before the end date, by respecting a notification period of at least 2 months.
II. Scope of these general terms & conditions
- Unless agreed otherwise in writing and in advance, these General Terms & Conditions will apply to all offers, quotes, invoices and other commercial documents issued by Premium Plus and to all agreements established with Premium Plus. These General Terms & Conditions will be given to the Customer in accessible and printable form via a hyperlink or in writing as a hard copy, together with the afore-mentioned documents issued by Premium Plus.
- The quotes of Premium Plus, for the acquisition of Products or Services, will be valid for a period of 4 weeks and must be accepted by the Customer. Acceptance can take place via, for example, e-mail or online via an electronic signature.
- If there are differences between the order of the Customer and the quote of Premium Plus, priority will be given to the quote.
- Should any provision in these General Terms & Conditions be fully or partly void or unlawful, this will not have an impact on the validity and enforceability of the remaining provisions. The court is entitled to mitigate any void or unlawful provision.
- If these General Terms & Conditions are also compiled in a language other than Dutch, the Dutch version will always be decisive in case of potential differences.
III. Delivery – acceptance
- Delivery of Products: Delivery of Products will take place once the quote has been accepted by the Customer, whereby Premium Plus is entitled to request a deposit before permitting the Products to be used.
- As far as Software licences are concerned, they will be supplied by Premium Plus as a reseller of the master licence issuer, and the Customer must agree with the general terms & conditions of the master licence issuer, which Premium Plus will supply to the Customer together with the quote. These General Terms & Conditions will always be prioritised above the general terms & conditions of the master licence issuer.
- Delivery of Services: The related execution periods mentioned by Premium Plus are merely indicative and will be honoured by Premium Plus to the best of its ability. Potential delays in execution, unless in case of gross negligence or deliberate intent on the part of Premium Plus, can never give cause for compensation.
- Premium Plus will execute the ordered Services with due care and to the best of its professional capabilities. The Customer must give Premium Plus (access to) all details needed to facilitate Premium Plus in being able to supply its services in the most ideal circumstances.
- Potential complaints about supplied Services and Products must be submitted to Premium Plus in writing, along with a detailed and substantiated description, within 8 working days of delivery.
- Unless there has been deception or deliberate intent on the part of Premium Plus, the contractual liability of Premium Plus towards the Customer will always be limited to (1) either the total price of the acquired Products and/or Services mentioned on the invoices for a period of 12 months prior to the case of damage (2) or repair of the Products or re-execution of the provided Service(s). In any case, Premium Plus will not be required to compensate for any indirect, special, incidental, punitive, consequential or product-related damage, such as but not restricted to, transport costs, travel and accommodation costs, loss of profits and business stagnation.
- Damage other than merely contractual damage, which has been caused by the execution of Services or supply of Products by Premium Plus, is limited to the sum for which Premium Plus is covered under its insurance policy and to the insured amounts that are effectively paid by the insurance company in case of damage. Premium Plus agrees to always ensure its civil liability with an insurance company that has been accredited in Belgium. If necessary, the Customer can ask Premium Plus to present proof of such insurance.
V. Prices – Price changes – Payment conditions
- All prices mentioned by Premium Plus exclude VAT, all kinds of levies, and potential import duties that apply in the country of destination/receipt.
- All invoices must be paid in cash and without discount at the registered office of Premium Plus.
- Premium Plus retains the right to modify its prices wherever necessary, without this having an impact on ongoing agreements and Subscriptions. As far as ongoing agreements and Subscriptions are concerned, Premium Plus is entitled to modify applicable prices if it can objectively demonstrate that Premium Plus has also been subject to these price changes, such as – but not restricted to – price increases charged to Premium Plus by the master licence issue(s) and price increases for components needed in Products/Services, which are then charged to Premium Plus by its suppliers.
- In case of non-payment or incomplete payment by the date of expiry, the Customer must pay, without any form of prior notification, legal compensation that has been established at 10% of the total on the invoice – with a minimum of €65,00 – as compensation. In addition, non-payment interest will be owed from the date of expiry, to the tune of 1% per started month. All other not-yet-expired invoices or yet-to-be-invoiced amounts will also become claimable.
- All objections to the invoices of Premium Plus must take place in writing and in detail, within 8 working days of the invoice date.
VI. Force majeure
- If it is not possible to execute the agreement due to force majeure, Premium Plus will be entitled to fully or partly suspend its obligations for as long as the period of force majeure continues.
- Force majeure could include delays in or missed deliveries by suppliers, transport-related problems or delays, mechanical failure, strike action or lock-out, import/export bans, fire, insurgency, war, pandemics, lockdown, epidemics, natural disasters, flooding or water-related damage, scarcity of raw materials, government decisions, etc.
- Agreed delivery and execution periods will be extended by the duration of the force majeure. If necessary, the parties will agree a new execution period in good faith.
- If a period of force majeure lasts longer than 3 consecutive months, both the Customer and Premium Plus will be entitled to terminate the agreement without having to pay any form of compensation.
VII. Applicable law and qualified court
- The realisation, validity and execution of all agreements agreed between Premium Plus and the Customer, and any resulting disputes, will be governed by Belgian law.
- All disputes can only be presented, as the claimant sees fit, to a court in the district of Oost-Vlaanderen, Dendermonde (Belgium) or a court in the place of residence of the defendant.