# Terms and conditions

## Article 1. Scope

1.1. These general terms and conditions apply to every quote, offer, agreement with, and all deliveries and services provided by the company LOFT 33 BV, Persilstraat 51/2, 3020 Herent, Belgium, with company number BE0461.210.650 (hereinafter referred to as “LOFT 33 BV”).

Depending on the services to be provided or already provided by LOFT 33 BV (such as, but not limited to, IT services including consultancy, outsourcing, hosting, website and web application development, providing IT training, and related services from LOFT 33 BV), these general terms and conditions may be supplemented by specific conditions, which are included below.

1.2. The present conditions apply to the exclusion of the Customer’s general terms and conditions, even if stated otherwise in the purchase order, unless otherwise agreed in writing, referring to this provision, and signed on behalf of LOFT 33 BV.

## Article 2. Quotes and conclusion of the agreement

2.1. Every offer or quote from LOFT 33 BV is without obligation, unless explicitly stated otherwise. Unless the quote contains a different validity period, every quote provided by LOFT 33 BV to the Customer has a validity period of 30 calendar days, starting from the date of the quote. An offer made via the LOFT 33 BV website does not count as a quote unless explicitly stated otherwise.  

2.2. An agreement between the Customer and LOFT 33 BV is established by the Customer’s acceptance of the LOFT 33 BV quote, either by signing and returning the quote by post, fax, or email, or by written confirmation from the Customer via post, fax, or electronic mail.

The agreement, formed by the quote or order form approved by the Customer, including these general terms and conditions and supplemented by special conditions (where applicable), provides a full representation of the agreements made by both parties in writing and orally. The Customer acknowledges that the agreements contained in such an agreement constitute the entire agreement between the parties and replace all previous oral and written proposals and/or agreements regarding the subject of the agreement. 

2.3. Unless explicitly stated otherwise in the quote, prices are ex works, net, and exclusive of VAT, charges, and taxes. Prices regarding service provision relate to services provided on normal working days (excluding Saturdays, Sundays, and public holidays) between 8:30 AM and 6:00 PM; higher rates apply for performances that must be delivered outside these days or hours. 

2.4. All data and information communicated by LOFT 33 BV to the Customer (such as, but not limited to, quotes, technical descriptions, designs, studies, and drawings) are deemed confidential, unless explicitly stated otherwise on the medium of such data or information.

2.5. The Customer does not have the right to cancel the purchase. Since domain names, hosting services, or developments are custom-made, the Customer has no right to a legal cooling-off period (cf. Article 47, §2, 2° of the Law on Market Practices April 6, 2010). 

## Article 3. Obligations of LOFT 33 BV

3.1. The services provided by LOFT 33 BV are, unless explicitly stated otherwise, best-effort obligations. When providing services, LOFT 33 BV will always apply current professional standards, taking into account the state of the art. 

3.2. Unless explicitly agreed otherwise in writing with reference to this provision, all execution periods indicated by LOFT 33 BV are indicative and not binding. If LOFT 33 BV does not deliver its services within the indicated periods, the Customer cannot claim any compensation, nor is the Customer entitled to suspend payment of amounts due in such a case. 

If the late execution or cancellation of the agreement was caused by a demonstrable failure of the Customer and/or its appointees, such as by not providing or approving texts, designs, illustrations, databases, selection criteria, scripts, or other data in any form or format on time, LOFT 33 BV reserves the right to demand execution of the agreement within the agreed period, whereby the Customer’s payment obligation remains unaffected even in the case of incomplete delivery of services or products.

3.3. Certain tasks may be outsourced by LOFT 33 BV to third parties, without this excluding the responsibility of LOFT 33 BV or creating a direct agreement between the Customer and such subcontractor.

## Article 4. Obligations of the Customer

4.1. The products and services delivered by LOFT 33 BV may only be used for activities, providing services, or making expressions in accordance with applicable legislation. The Customer hereby explicitly declares that LOFT 33 BV bears no liability for the Customer’s actions on the internet and indemnifies LOFT 33 BV against any criminal and/or civil consequences thereof. 

4.2. The Customer will specifically refrain from:

(I) performing any act in or advertising for any illegal activity that could violate the rights of LOFT 33 BV or a third party; (II) storing, giving access to, and/or making available material relating to pornography, obscenity, discrimination, hatred, or any other material whose possession and/or availability could lead to legal prosecution; (III) storing, giving access to, and/or making available any material, including texts, messages, data, images, music, visual material, computer programs, and/or databases that violate the (intellectual) property rights of others; (IV) collecting, processing, storing, giving access to, and/or making available information (including personal data) insofar as this information is defamatory or degrading and/or the act is contrary to legislation regarding the protection and/or processing of personal data; (V) the direct or indirect use of the infrastructure of and/or managed by LOFT 33 BV for sending internet junk mail (such as, but not limited to, spam, flames, mail bombs, …); (VI) performing acts that are or can be punished based on legislation regarding computer crime, as well as making available computer programs or other tools that can be used in this context.     

4.3. In the event that a virus or other destructive element is found, it is assumed that the Customer is aware of such situations and will immediately attempt to remove the virus. The Customer is required to inform LOFT 33 BV when viruses or other destructive elements are discovered, and LOFT 33 BV reserves the right to recover costs incurred in removing such a virus or other destructive element from the Customer. 

4.4. LOFT 33 BV is entitled at all times to take legal action and/or cooperate with judicial authorities when it concerns the misuse of our services, domains under our management, or our network, without being obliged to notify the Customer in advance. Complaints about illegal or improper use can be reported to us in writing or via the [contact form](https://www.loft33.com/plan-een-adviesgesprek/). 

4.5. The Customer must ensure that their contact details in the customer database are correct. If this is not met, LOFT 33 BV may decide to close the customer account or deactivate domains. A correct and active email address is essential for the collaboration, as almost all communication takes place this way.  

## Article 5. Payment terms

5.1. Invoices are payable within 30 calendar days of the invoice date. In the absence of a written protest within 10 calendar days of the invoice date, the invoice, as well as the products and services described therein, are deemed irrevocably accepted. 

All payments must be made in cash without any deduction or set-off, unless otherwise agreed in writing. If the payment term is exceeded, the Customer is legally and without any prior notice of default required to pay late payment interest of 1% per month, with every started month counting as a full month. 

5.2. Other current agreements may be terminated or suspended by LOFT 33 BV after a notice of default. All judicial and extrajudicial collection costs are for the account of the Customer and are fixed at 15% of the amount due with a minimum of 125 euros. If a discount was granted, it automatically expires if the Customer does not respect the payment terms. For the renewal of the setup of internet services interrupted due to non-payment, a fee of EUR 19.95 per domain is charged. Payments from the Customer to LOFT 33 BV are deducted from the total recoverable balance in the order of costs, interest, and then the invoices in chronological order, starting with the oldest invoices.    

5.3. LOFT 33 BV reserves the right to ask the Customer for full or partial advance payment of the agreed price. Disputes regarding the modalities of execution of the agreement do not affect the Customer’s payment obligation. All internet-related services are invoiced before the services are started.  

## Article 6. Duration and termination of the agreement

6.1. If one of the parties seriously fails to meet the obligations entered into in this agreement, the other party may terminate this agreement by registered and motivated letter without having to observe a notice period and without prejudice to the right of the party that did not commit a breach to claim compensation. A serious breach includes, among other things, the failure to respect one or more obligations as listed in the general terms and conditions or specific agreement, as a result of which even a temporary continuation of the agreement is reasonably impossible. 

6.2. For the application of this article, the following are considered serious breaches, among others:

(I) the fact that LOFT 33 BV has not received payment of the due fee within 10 working days after sending a written notice of default by post or email to the Customer;

(II) the fact that the Customer is guilty of practices under Article 4.

## Article 7. Complaints regarding service provision and liability of LOFT 33 BV

7.1. All complaints regarding the execution of the service by LOFT 33 BV must be communicated to LOFT 33 BV within two days after becoming aware of the facts to which the complaint relates.

7.2. LOFT 33 BV cannot be held liable for any damage, including direct and indirect damage, loss of profit and turnover, except in the case where a serious or intentional error by LOFT 33 BV is proven. In any case, the liability of LOFT 33 BV is limited to repairing or compensating (at the choice of LOFT 33 BV) the damage directly suffered by the Customer that was reasonably foreseeable at the time the damaging event occurred, and this for a maximum of the total amount of the fees paid by the Customer to LOFT 33 BV during the previous calendar year for the performances that are the subject of the Customer’s complaint, with a maximum of EUR 1,250. 

7.3. In no case will LOFT 33 BV indemnify the Customer or be responsible for the compensation of any damage and/or costs incurred by the Customer if these: (I) were caused entirely or partially by an error of the Customer. More specifically, the Customer will not be entitled to compensation for damage resulting from damage or poor functioning of the hardware and software installed by LOFT 33 BV that was directly or indirectly caused by treatment by the Customer of that hardware and software that is abnormal or does not comply with reasonable standards of use or the instructions of LOFT 33 BV. (II) arose as a result of an act prohibited under Article 4 of these general terms and conditions; (III) were caused by force majeure, coincidence, invincible ignorance, or by the limitations following from the state of science and technology at the time of the service provision. For the application of this article, errors of third parties are considered force majeure.

## Article 8. Intellectual rights

8.1. All software, documentation, ideas, know-how, methods, or techniques developed independently of the agreement with the Customer by LOFT 33 BV or a third party are and remain the intellectual property of LOFT 33 BV.

8.2. Intellectual rights as well as the right of disposal over protected works, information, documentation, software, and/or data specifically written and/or generated for the Customer by LOFT 33 BV or its employees, appointees, and/or subcontractors in execution of the agreement with the Customer, or which become available through the intervention of rights holders, are only transferred – under license or in full transfer – to the Customer after receipt by LOFT 33 BV of the full payment of the price and costs related to and in accordance with the services and provided that any conditions set are met.

8.3. The Customer makes all necessary information, documentation, software, and/or data available to LOFT 33 BV that is needed to perform the services. This information, documentation, software, and/or data is only made available by way of a loan and remains the exclusive property of the Customer. 

## Article 9. General Provisions

9.1. LOFT 33 BV is entitled to adjust these General Terms and Conditions, the Special Conditions, its prices, the technical modalities, and/or the technical specifications of its services at any time. Such changes – unless they are technically necessary – will take effect and have impact within 10 calendar days after their announcement on the LOFT 33 BV website. 

9.2. If one or more provisions of the agreement concluded between LOFT 33 BV and the Customer should be invalid or void or be declared invalid or void by any judicial authority, the remaining provisions will remain fully valid. In such a case, the parties will replace such invalid or void provision with a valid provision that most closely matches the objective of the initial provision. 

9.3. The Customer is not permitted to transfer his or her agreement with LOFT 33 BV in whole or in part, or to lend, rent, lease, sell, or otherwise make available products and services of LOFT 33 BV or parts thereof to third parties without prior written permission from LOFT 33 BV or within the framework of a specific reseller package.

9.4. LOFT 33 BV has the right to use the Customer’s company name and/or a description of the services delivered to the Customer as a reference for its promotional purposes.

9.5. Belgian law applies exclusively to every agreement concluded with LOFT 33 BV. If the parties cannot reach an amicable settlement following a dispute between them regarding the entering into, execution, interpretation, or termination of any agreement with LOFT 33 BV, such dispute will be settled exclusively by the competent courts of Leuven. 

## ANNEX 1. SPECIAL CONDITIONS FOR SHARED OR DEDICATED HOSTING

These special conditions apply if the Customer takes Hosting services from LOFT 33 BV. “Hosting services” should be understood as: offering the Customer the possibility to place and retrieve data via the internet on a (web or other) server owned by LOFT 33 BV. 

**Article 1. Subject **

1.1. LOFT 33 BV offers the Hosting services to the Customer, who accepts, in accordance with the general and these special conditions of LOFT 33 BV, as well as any specifications included in the quote approved by the Customer.

1.2. In no way can LOFT 33 BV be held liable for any interruption in its hosting services.

**Article 2. Specific Obligations of the Customer **

2.1. The Customer will use the hosting services offered by LOFT 33 BV exclusively for the management of its website and related activities.

2.2. The Customer remains responsible and liable at all times for any use made of the Hosting service. LOFT 33 BV assumes that any use made of the Hosting service is made exclusively in the name and for the account of the Customer. 

The Customer is more specifically responsible and liable, and indemnifies LOFT 33 BV at all times for all damage and costs (including lawyer and litigation costs) that LOFT 33 BV or any third party incurs as a result of:

– the hosting of data, computer programs, and databases made available by the Customer to LOFT 33 BV in the context of this agreement, as well as the use made thereof; – the sending or making available of unsolicited electronic messages for commercial purposes (“spam”); – the sending or making available of misleading electronic messages; – any other act prohibited based on Article 4.2 of the general terms and conditions.

2.3. For the duration of this agreement, the Customer will take the necessary measures, establish procedures regarding, and supervise the security of access to, and the use made of the data, computer programs, and databases hosted by LOFT 33 BV.

**Article 3. Suspension of service provision **

3.1. The Customer explicitly acknowledges that LOFT 33 BV will be entitled to suspend its service provision in whole or in part in the following cases, without prior warning or notice of default and without the Customer being entitled to any form of compensation or refund: – if LOFT 33 BV receives a complaint reasonably stating that the data LOFT 33 BV manages, sends, or receives in the name of the Customer constitutes an infringement of any (intellectual) property right, or constitutes a violation of any criminal provision; – in case urgent maintenance work needs to be performed on the infrastructure of LOFT 33 BV and/or the Customer; – if this can be considered reasonably plausible for security reasons; – if the Customer commits or is reasonably deemed to commit a breach of the General or these Special Conditions.

3.2. The Customer explicitly acknowledges that LOFT 33 BV is not required to actively investigate or monitor the data managed, sent, or received in the name of the Customer.

**Article 4. Backups **

4.1. LOFT 33 BV undertakes not to change or destroy the Customer’s data without prior written permission from the Customer, unless after termination or dissolution of the agreement. LOFT 33 BV is not obliged to make backup copies of the Customer’s data, unless otherwise agreed in writing. 

**Article 5. Duration and termination **

5.1. Unless otherwise agreed in writing, every agreement with LOFT 33 BV is entered into for a term of twelve (12) months. After completion, this agreement is automatically extended for the same term, unless written notice is given by registered letter to the other party at the latest three (3) months before the expiry date. 

In the absence of timely termination by the Customer, the Customer acknowledges that the full amount for the delivery of the hosting services for the extended term will be due.

5.2. LOFT 33 BV has the right to terminate the agreement immediately, without notice of default and without the intervention of a judicial authority being required, if the Customer is declared bankrupt or is dissolved.

## Annex 2. Special conditions for domain name registration

**Article 1. Subject **

1.1. LOFT 33 BV offers the Customer the possibility to register domain names in a number of top-level domains via LOFT 33 BV, in accordance with the general and these special conditions of LOFT 33 BV. LOFT 33 BV acts at all times in the name and for the account of the Customer when registering a domain name. 

1.2. The Customer explicitly acknowledges that a domain name registration in the .be top-level domain can only take place to the extent that the conditions included in the general terms and conditions for domain name registration within the “.be” domain managed by DNS.BE have been met.

**Article 2. Specific Obligations of the Customer **

2.1. The customer therefore accepts that the general terms and conditions for domain name registration within the “.be” domain managed by DNS.BE apply to the contractual relationship between them and DNS.BE. These conditions are available on the DNS website. 

2.2. The Customer explicitly indemnifies LOFT 33 BV and DNS BE against any claim in or out of court made by a third party regarding a domain name registered by the Customer using the products and services offered by LOFT 33 BV, specifically if this domain name was registered or is used by the Customer in bad faith and/or if this domain name infringes the rights of a third party.

**Article 3. Duration and Termination **

3.1. Parties explicitly agree that the transfer of the management of a domain name to another registrar (“transfer”) does not automatically imply the termination of this agreement.

3.2. Unless otherwise agreed in writing, every agreement for registering a domain name with LOFT 33 BV is entered into for a term of twelve (12) months or more if stated otherwise. Upon expiry, this agreement is automatically extended for the same term, unless written notice is given by registered letter to the other party at the latest three (3) months before the expiry date. 

In the absence of timely termination by the Customer, the Customer acknowledges that the full amount for maintaining the registration of the domain name for the extended term will be due, even if this domain name is no longer wanted by the Customer.

3.3. LOFT 33 BV can also opt not to maintain the renewal of a domain name via its services again if a customer fails to pay for the domain name on time.

3.4. In the event of loss of a domain name due to late renewal, non-payment, theft, or any other form, the Customer will not be able to claim any compensation from LOFT 33 BV.

3.5. If it should be necessary to reactivate a domain name or take it out of quarantine, additional costs are associated with this.

## Annex 3. Special conditions for the development and maintenance of web applications, websites, databases…

**Article 1. Subject **

1.1. Every development of web applications, websites, databases, or other software by LOFT 33 BV takes place in accordance with the general and these special conditions of LOFT 33 BV, as well as the specifications included in the quote approved by the Customer.

In this quote, it is specified, where applicable, in what way the developments made by LOFT 33 BV are delivered to the Customer.

1.2. Parties can agree that the execution of the agreement takes place in phases; in such a case, LOFT 33 BV is entitled to suspend the execution of the next phase until the moment the Customer has approved the services relating to the previous phase in writing.

**Article 2. Intellectual property rights **

2.1. When existing copyrighted works are used or added for the execution of the agreement with the Customer by LOFT 33 BV, including the use of software or the insertion of copyrighted texts, images, music, or similar, LOFT 33 BV will transfer a license to the Customer for the use or insertion of such works, either as the author or through the rights holder. The Customer then obtains a license in accordance with the conditions of the rights holder as specifically reported to the Customer. 

The Customer is required to comply with the conditions of any license. If the Customer does not fulfill his obligations in this article, he will be held to compensate all damage caused by this breach. 

2.2. All intellectual property rights that arise specifically in execution of the agreement for the Customer, developed by LOFT 33 BV, and which belong to LOFT 33 BV as author, including regarding computer programs, databases, websites, etc., including improvements, additions, or adjustments thereto, are transferred to the Customer, unless otherwise agreed in writing. However, LOFT 33 BV retains a non-exclusive, worldwide, royalty-free, and perpetual license to use such developments, improvements, additions, and adjustments carried out in the context of the agreement with the Customer in new projects. 

2.3. The acquisition of intellectual rights, either under license or in full transfer, by the Customer only takes place after payment of the full price for the agreed developments, including any license price.

2.4. The Customer makes all necessary information, documentation, software, and/or data available to the company that is needed to perform the services.

All information, documentation, software, and/or data provided by the Customer, such as databases, designs, process descriptions, market research, and all other business-unique confidential data, are only made available by way of a loan and are deemed by LOFT 33 BV to be and remain the property of the Customer. The Customer declares that he is entitled to make this information, documentation, software, and/or data available to LOFT 33 BV for the use the Customer wishes to make of it. The Customer therefore indemnifies LOFT 33 BV against all liability and damage that LOFT 33 BV incurs or threatens to incur if the Customer, through the use he makes of such works and/or data, violates the rights of any third parties.  

Full responsibility for the payment to third parties of any fee related to this lies with the Customer.

**Article 3. Information obligation **

3.1. During the duration of the agreement, the Customer will provide the necessary assistance and information to LOFT 33 BV to allow the latter to perform its obligations in the context of this agreement according to the rules of the art.

The Customer also ensures that LOFT 33 BV employees can have free access to the Customer’s computer systems during the duration of the agreement; where applicable, LOFT 33 BV may request the Customer to provide office space free of charge if the parties agree to perform the services on-site.

3.2. Parties agree that the specifications included in the quote (adjusted where necessary based on additional information provided by the Customer in accordance with Article 3.1. of these special conditions) will be based at least in part on the information provided by the Customer to LOFT 33 BV. If it should appear during the execution of the services that such information was incorrect, incomplete, or untimely, the Customer undertakes to compensate the additional performances necessary as a result of such incorrect, incomplete, and/or untimely information to achieve the intended objectives at the current rates of LOFT 33 BV. 

**Article 4. Maintenance **

4.1. At the explicit request of the Customer, LOFT 33 BV can provide maintenance services regarding the Customer’s computer systems, computer programs, and/or databases or those developed for the Customer. Such services will be delivered according to the specifications included in the quote approved by the Customer. 

4.2. Unless explicitly stated otherwise, with reference to this provision, the maintenance services provided by LOFT 33 BV concern best-effort obligations and not result obligations.

4.3. Parties explicitly agree that LOFT 33 BV is entitled to invoice its maintenance services to the Customer in advance and is entitled to suspend the execution of the agreement until the moment of payment by the Customer of the amounts due to LOFT 33 BV.

**Article 5. Duration and termination **

5.1. An agreement with LOFT 33 BV for the development of web applications, websites, databases, or other software commences on the date stated on the quote approved by the Customer and ends upon the final acceptance of such software by the Customer.

5.2. An agreement with LOFT 33 BV regarding the maintenance of computer systems, computer programs, and/or databases has a duration of one (1) calendar year and commences on the date stated on the quote approved by the Customer, or upon final acceptance of such software by the Customer if LOFT 33 BV was also responsible for the development of such software. It can be extended in accordance with the provisions of the general terms and conditions of LOFT 33 BV, unless otherwise determined in the quote approved by the Customer.