1. Definitions
1.1. Customer: a natural person in the exercise of a profession or business or a legal entity that uses the ClientCom Services on the basis of its own Agreement with ClientCom or uses the ClientCom Services on another basis.
1.2. Data: the data and information contained in written and/or electronic document(s) as well as those documents themselves.
1.3. User: the Customer who uses or has used the ClientCom Services.
1.4. Terms and Conditions of Use: these General Terms and Conditions of ClientCom which form part of every Agreement entered into by ClientCom. In addition, these shall apply to any use that falls under the User of the ClientCom Services.
1.5. Agreement: the undertaking(s) between the User and ClientCom relating to the ClientCom Services.
1.6. Parties: ClientCom or User.
1.7. Website: the ClientCom website.
1.8. ClientCom: ClientCom BV under Belgian law (BE 0777 532 105).
1.9. ClientCom Services: this includes: the ClientCom Platform, the ClientCom Services, ClientCom Software, as well as all ClientCom BV components and accessories.
1.10. ClientCom Platform: the smart voicemail digital platform developed by ClientCom.
1.11. ClientCom Services: the services related to the ClientCom Platform and the other services to be provided by ClientCom.
1.12. ClientCom Software: all functionality of the software applications, being browser applications and/or smartphone apps, of ClientCom BV.
2. Scope
2.1. These Terms and Conditions of Use form part of any Agreement entered into by ClientCom and apply to any use made by the User of the ClientCom Services.
2.2. ClientCom is entitled to amend the Terms and Conditions of Use without prior consultation with the User. ClientCom zal Gebruiker tenminste twee (2) weken voor de inwerkingtreding informeren over de voorgenomen wijzigingen. Indien Gebruiker niet akkoord gaat met de voorgenomen wijzigingen, kan hij opzeggen tegen de datum waarop de wijziging in werking treedt. If the User does not expressly object to these changes in writing within one week of receiving notification of the intended change, the User shall be deemed to have agreed to the changes.
3. Offer and Agreement
3.1. Offers or quotations on the Website or in an offer made by ClientCom shall be free of obligation and revocable and should be regarded as an invitation to place an order.
3.2. Any promises made and/or agreements made or amended with regard to the collaboration after the order has been placed and accepted shall only be binding if they are recorded electronically or in writing between the Parties.
3.3. ClientCom shall be free, without giving reasons and at any time, not to accept a User and/or not to accept the order(s) placed by the User on the basis of the Agreement. ClientCom shall notify the User accordingly.
4. Prices
4.1. All prices charged by ClientCom may be exclusive of VAT, where possible in accordance with Belgian law.
Any other government levies shall be borne by the User.
5. Payments
5.1. For the User, authorisation for payment shall be given by accepting the Terms and Conditions of Use.
5.2. If the User withdraws the authorisation for monthly direct debit without a legitimate reason or if the direct debit cannot be executed for other reasons not attributable to ClientCom, ClientCom reserves the right to block access to the ClientCom Domain thirty days after the claim has become due and to charge the User for the costs of collection, both judicial and extrajudicial.
5.3. If the User does not fulfil his payment obligations towards ClientCom or does not do so in time, he shall be in default after being given notice of default by ClientCom. With effect from the date on which payment became due, the User shall then be liable for interest of 2% per month or part of a month in which payment has not been made.
5.4. Any costs which ClientCom incurs both in and out of court, including lawyers' fees, as a result of the User's failure to fulfil its payment obligations shall be payable in full by the User. The extrajudicial costs incurred by ClientCom shall be set at a minimum of 15% of the principal amount of the claim.
5.5. ClientCom shall be entitled to increase the fees agreed with the User on an annual basis. This increase shall be communicated via the ClientCom Platform or by some other means at least one month before it comes into effect. The User expressly agrees to the increases if they keep pace (at most) with the Belgian Consumer Price Index (2013=100).
6. Duration and end of cooperation
6.1. The Agreement with a User is entered into for the agreed duration.
6.2. The Agreement with a User is renewed per month, unless agreed otherwise. Termination of that Agreement must be communicated directly to ClientCom. The cancellation shall be effected at the end of the month in which the cancellation took place.
6.3. Unless a longer notice period is included in the Agreement with the User, ClientCom may terminate the Agreement with the User subject to a notice period of two (2) months.
6.4. Unless explicitly agreed otherwise, ClientCom shall be entitled to terminate the Agreement with the User by means of a written statement with immediate effect, without notice of default or judicial intervention, if the User fails to comply with the Agreement or with its obligations pursuant to these Terms and Conditions for Use, or if ClientCom may deduce from the circumstances that the User is no longer able to meet its payment obligations.
6.5. The Agreement shall terminate by operation of law and with immediate effect if the User is declared bankrupt or an application for bankruptcy is filed as well as in the event that judicial reorganisation proceedings or any other subsequent proceedings apply to the User.
6.6. ClientCom shall under no circumstances be liable to pay any compensation as a result of a termination of the Agreement and/or the cooperation between ClientCom and the User and excludes any liability in this respect.
7. ClientCom Platform and Data
7.1. ClientCom records a to-react list, a call-back list, for Users on the ClientCom Platform.
7.2. Taking into account the state of the art and the implementation costs as well as the risks that vary in terms of probability and severity, ClientCom shall take appropriate technical and organisational measures to secure and keep secure the Data that is processed in and through the ClientCom Platform on behalf of the User.
7.3. ClientCom outsources the hosting of the ClientCom Platform to a professional hosting provider. The data entered into the ClientCom Platform by the User is stored in a database managed by that third party. The User has been informed of this and agrees to this party.
7.4. ClientCom has arranged the infrastructure with the aforementioned provider in such a way that an uptime of 90% can be achieved on an annual basis. ClientCom is not liable if the uptime is lower.
7.5. With due observance of the uptime, the User shall have access to the Data entered during the term of the Agreement. After termination of the Agreement, the Data will remain available for a period of two (2) months, during which period the User will be able to request a readable Data export via info@clientcom.pro. This two (2) month period is for the purpose of Data Portability only and does not entitle the User to any other use of the ClientCom Services (such as the use of a smart voicemail).
7.6. The User itself must ensure adequate compliance with applicable statutory retention periods in respect of the data used or entered. ClientCom has no legal retention obligation for the Data entered by the User.
7.7. ClientCom may use administrative Data, with the exception of personal data within the meaning of the General Data Protection Regulation ("AVG"), for analysis purposes and other purposes.
8. Personal data
8.1. ClientCom enters into the privacy policy attached to the Agreement with the User in connection with the processing of personal data.
8.2. The User shall indemnify the ClientCom against any third-party claims relating to the execution of the Agreement between the Parties and/or in relation to the personal data processed through the ClientCom Platform, which may be brought against the ClientCom due to a breach of the AVG and/or other regulations concerning the protection of personal data.
8.3. In addition, any liability of ClientCom in relation to the processing of personal data shall be governed by the provisions of Article 11 of these Terms and Conditions of Use.
9. Rules of use
9.1. If the User uses a functionality or facility created by ClientCom to check or monitor its Administration, such as the tax overview, this functionality or facility shall be regarded as an auxiliary tool from which the User cannot derive any rights.
9.2. The User is not permitted to use the ClientCom Services in violation of statutory provisions or the Terms of Use.
9.3. When using the ClientCom Platform and the ClientCom Domain, the User is obliged to exercise due care and only use them for the purposes for which they are intended.
9.4. The User itself is responsible for the content and accuracy of the Data it provides or enters, even if it comes from third parties.
9.5. ClientCom is explicitly entitled, in the event of (suspected) breach of the provisions of this article, to delete the User's registration and/or domain and/or to temporarily or permanently block the User's access to the ClientCom Platform or the ClientCom Domain.
10. Intellectual property rights
10.1. All copyright, patent rights, trade name rights, trademark rights and other intellectual and industrial property rights to ClientCom, the ClientCom Software, the ClientCom Platform and the information relating to them are the exclusive property of ClientCom. All similar rights protecting (information relating to) ClientCom and the ClientCom Services are also the exclusive property of ClientCom. None of the provisions contained in the Agreement or these Terms and Conditions of Use may be construed as leading to a full or partial transfer of those rights to the User.
10.2. The User is not permitted to alter, remove or make unrecognisable any indication of ClientCom's intellectual or industrial property rights. Nor is the User permitted to use or register any trademark, design or domain name of ClientCom or a corresponding name or sign (anywhere in the world).
10.3. The User acknowledges and accepts that for ClientCom's liability for an infringement of intellectual and industrial property rights, as referred to in this article, what is stipulated in this article and article 11 applies.
11. Liability
11.1. Except in the case of intent or gross negligence, ClientCom shall only be liable for damage as described in the following paragraphs of this article.
11.2. Any liability of ClientCom shall be limited to the amount paid out by the insurer under the professional liability and cybersecurity insurance policy for the event in question, plus the excess to be borne by ClientCom. A series of related events shall be deemed a single damaging event.
11.3. If no payment is made under the insurance policy referred to in the previous paragraph for a loss event because it is not covered and ClientCom has failed seriously and imputably to comply with its obligations, its liability shall be limited to the amount paid by the User to ClientCom in the six months prior to the loss-causing event.
11.4. Under no circumstances shall ClientCom be liable for indirect loss, loss of profit, loss of savings, loss resulting from claims made by the User's customers, mutilation/damage or loss of data, loss relating to the use of materials or software supplied by third parties as prescribed by the User for ClientCom, loss relating to the involvement of suppliers hired or prescribed by the User, consequential loss, irrespective of the nature of the act (breach of contract, wrongful act) and irrespective of whether ClientCom was informed of the possibility that such loss might occur.
11.5. ClientCom shall never be liable for any loss of any kind suffered by the User in connection with the temporary non-availability, temporary incorrect availability or temporary incomplete availability of the ClientCom Services.
11.6. Under no circumstances shall ClientCom be liable for any loss of any kind suffered by the User which relates to the functioning or non-working of equipment, infrastructures or internet connections belonging to the User or third parties or ClientCom.
11.7. The User acknowledges and accepts that the ClientCom Software and the ClientCom Platform cannot be 100% secure and can never be perfect or 100% free from imperfections and that not all imperfections can be rectified.
11.8. The User shall indemnify ClientCom against any third-party claims or demands resulting from or relating to the Agreement and/or the Terms and Conditions for Users, or the execution thereof by ClientCom.
11.9. Any right to compensation shall lapse in any event if the User has failed to take measures to (a) limit the loss immediately after it occurs; (b) prevent any (other or additional) loss from occurring; or (c) notify ClientCom of the loss as soon as reasonably possible and provide it with all relevant information.
12. Confidentiality
12.1 Neither the User nor ClientCom shall disclose confidential information concerning the other party or use it for any other purpose than that for which the confidential information was obtained.
12.2 Both the User and ClientCom shall take all reasonable precautions in order to comply with their confidentiality obligations.
12.3. The confidentiality obligations from this article do not apply to the extent that confidential information of the other party must be disclosed pursuant to the law, a regulation or a court order or decision of a government authority, provided that the receiving Party makes every effort to limit the extent of such disclosure and notifies the party concerned in advance of such intended disclosure.
12.4 Both the User and ClientCom shall ensure that their employees as well as third parties engaged by the Parties comply with the confidentiality obligations described in this article.
13. Exclusion
13.1. No other or further obligations (such as guarantees, undertakings, conditions) shall apply between the Parties other than those set out in the Agreement and these Terms and Conditions of Use. CustomerCom rejects any such - not explicitly or tacitly agreed upon - guarantees, promises or conditions, irrespective of whether or not they derive from the law.
14. Force majeure
14.1 Neither the User nor ClientCom shall be required to comply with any obligation pursuant to the agreement, with the exception of a payment obligation, if compliance is prevented by force majeure. Force majeure shall include, but not be limited to, military actions, government measures, weather conditions, breakdown or failure of telecommunication and internet connections, delays or failures in the fulfilment of obligations by ClientCom's suppliers and strikes.
14.2. If, when force majeure occurs, CustomerCom has already fulfilled part of its obligations, or is only able to fulfil part of its obligations, it shall be entitled to charge separately for the part already supplied or which can be supplied, and the User shall be required to pay such compensation as if it were a separate agreement.
15. Other provisions
15.1. ClientCom may transfer or outsource its rights or obligations under the Agreement or these Terms and Conditions of Use to an affiliated company or any other third party it engages for that purpose.
15.2. Any notice or other communication in connection with these Terms and Conditions of Use must be sent in writing to the User's address or ClientCom's address respectively, as stated in the Agreement.
15.3. If any provision of these Terms and Conditions of Use is wholly or partially void, voidable or in conflict with the law, it shall be deemed to be isolated and not applicable. In such a case, the User and ClientCom shall enter into consultation to replace the provision in question with a provision of similar effect which is not wholly or partially void, voidable or in conflict with the law. The other provisions of these Terms and Conditions of Use shall remain in full force and effect.
15.4. Any delay or failure on the part of ClientCom in exercising any right that ClientCom has vis-à-vis the User pursuant to these Terms and Conditions for Users shall never constitute a waiver of that right. If the User waives a right that he has pursuant to these Terms and Conditions of Use, this shall not mean that the User waives or must waive that right or any other rights in a subsequent case.
16. Applicable law and competent court
16.1. The Agreement and these User Terms and Conditions are exclusively governed by Belgian law.
16.2. If the Parties cannot resolve a dispute amicably, it shall be submitted for settlement to the Court of Antwerp.