Without prejudice to the application of any special conditions agreed in a separate written agreement, these general conditions (the 'General Terms and Conditions') apply to all orders for goods and services by the CONTRACTOR at ASORECO nv, with registered office at Dendermondsesteenweg 48A/002, 9000 Ghent (BE 0822.654.525). In the event of any inconsistency, the special conditions shall prevail.
ASORECO N.V. and the CONTRACTOR are hereinafter jointly referred to as the Parties.
The application of these General Terms and Conditions excludes the application of the General Terms and Conditions of the CONTRACTOR, unless otherwise agreed in special terms and conditions, via a separate written agreement.
By placing an order for goods and/or services with ASORECO, an agreement arises between the Parties with mutual rights and obligations. The CONTRACTOR hereby acknowledges that he has taken full note of the General Terms and Conditions and accepts these fully and unconditionally.
ASORECO nv has the right to amend the General Terms and Conditions subject to prior written notification (by letter or by e-mail) to the CONTRACTOR. Absence of reaction to the modified General Terms and Conditions within 15 working days is considered as an implicit acceptance by the CONTRACTOR.
2. Goods and services
The supply of goods and services to which these General Terms and Conditions apply (non-exhaustive):
- Sale or rental of hardware (controller units with wired internet or 3G/4G, cameras, specific standalone solutions, masts, etc.)
- Provision of, for example, masts, generators, etc. purchased or rented by ASORECO from a third party.
- Licence to use the "C-SITE" software platform and store data on a secure cloud server environment - the software system takes images (photos) at a specified frequency, to be determined in advance in consultation with the CONTRACTOR.
- Services that include: installation, project coordination, specific services at the request of the CONTRACTOR such as maintenance, on-site interventions, links to websites or intranet sites, links to social media channels, masking of images, stitching of images from multiple cameras, livestream, etc.
- Provision of services (e.g. mobile data connection) consumed by ASORECO from a third party
All offers made by ASORECO to the CONTRACTOR are valid subject to material errors. Unless otherwise agreed, offers are valid for 1 month from the dispatch date to the CONTRACTOR.
Offers are always provided on the basis of the information provided by the CONTRACTOR (e.g. verbal information, planting plan, measurement statement, desired and feasible execution period, etc.). The price indicated in the offers is in principle a fixed price at which ASORECO shall deliver the goods and/or services on the basis of the information provided. If, however, the information provided turns out to be incomplete or incorrect, this may lead to a revision of the price offered in the offer.
An agreement is only concluded as soon as an authorised employee of the CONTRACTOR has explicitly confirmed the offer by means of an order confirmation. This order confirmation can be the signing and sending of the offer or the sending of an order form (see article 4 below) or a confirmation for approval by email or any other form of written confirmation.
Each order by the CONTRACTOR must be accompanied by an order form or similar document containing at least the following information:
Preferably, all information should be sent by e-mail to ASORECO at email@example.com.
If the CONTRACTOR cancels the order, ASORECO shall be entitled to charge all costs already incurred and lost revenues (of any kind) as compensation. Such compensation shall always amount to a minimum of 10% of the amount excluding VAT as provided for in the approved offer.
All deliveries are made to the delivery address indicated by the CONTRACTOR on the order form. Deliveries will be made in consultation with the contact person of the CONTRACTOR at the site (or at the delivery address). If the delivery is accompanied by installation (see article 6 of the General Terms and Conditions), ASORECO shall itself bring the ordered goods, unless agreed otherwise.
From the moment of delivery (both at the time of purchase and at the time of rental), the goods fall under the full responsibility of the CONTRACTOR, such as, for example, for theft, damage, etc.
Any visible defect in the goods must be reported immediately to ASORECO within 5 working days.
In the case of the purchase of goods from ASORECO, these remain the CONTRACTOR of ASORECO until full payment of the invoice and the CONTRACTOR expressly declares himself in agreement with this retention of title. The CONTRACTOR may at no time resell, resell, dispose of or otherwise encumber the goods before the ownership of the goods has been transferred.
6. On-site facilities
The CONTRACTOR expressly agrees that he himself and at his own expense will provide the following on site:
If specific procedures apply to the site (e.g. access) for which ASORECO incurs costs, these are not included in the offer, unless otherwise agreed.
7. Implementation / installations
Unless otherwise agreed, the installation shall be carried out by ASORECO or an employee (this may also be a subcontractor under the responsibility of ASORECO). At the time of the order or at the latest at the time of a prior site visit (if required), the concrete modalities of installation (time, place, availability of facilities and materials, etc.) will be agreed.
ASORECO undertakes to guarantee a turnaround time of 14 working days until the installation, under normal circumstances, from the time the order is placed and the provision of all necessary information. However, this is indicative and as such can never be considered as a fatal deadline.
Prior to installation, the CONTRACTOR will cooperate fully in order to ensure that the installation runs as smoothly and efficiently as possible. ASORECO is committed to carrying out the installation according to the rules of expertise and standards that may be expected from a professional company active in the sector.
If, on the agreed day of installation, it appears that installation is not possible for a reason attributable to ASORECO, except in the case of force majeure on the part of ASORECO, the Parties shall agree on a new feasible installation date. Only if ASORECO fails to respect this second installation date will the CONTRACTOR be entitled to cancel the order, without the CONTRACTOR being entitled to compensation from ASORECO, except in the case of gross negligence or gross negligence on the part of ASORECO.
If, on the agreed day of installation, it turns out that it is not possible to install at the agreed time for a cause attributable to the CONTRACTOR (contact person not present, no electricity supply, etc.), ASORECO reserves the right to charge the costs incurred for transport, material and hours (including waiting time) for this separately, except in the case of force majeure to be demonstrated by the CONTRACTOR.
If the installation reveals the need for additional materials or facilities which could not be foreseen on the basis of the information provided by the CONTRACTOR at the time of the offer, ASORECO is entitled to pass these on to the CONTRACTOR, at the prices or hourly rates applicable at that time.
If the CONTRACTOR chooses not to have the installation carried out by ASORECO but to carry it out itself or by an employee, ASORECO will provide the necessary instructions and advice for installation. If it appears that the goods do not meet the necessary quality requirements, the installation must be discontinued and any shortcomings must be reported to ASORECO in writing without delay. In the event of installation by the CONTRACTOR or a person appointed by him, ASORECO shall not be liable in any way for any fault or defect in the installation which would lead, for example, to undesired image quality, etc.
8. Use of the goods
The goods will always be used by the CONTRACTOR as a prudent man, even if they have been purchased by the CONTRACTOR.
After installation, goods may not be moved by the CONTRACTOR unless expressly approved by ASORECO. The DISTRIBUTOR bears all responsibility for this where appropriate.
All damage of any kind to goods or theft of these goods (even if the CONTRACTOR has purchased them) must be reported to ASORECO within 24 hours after the determination. ASORECO does not take any responsibility if damage or theft would lead to loss of images, etc.
In the event of theft of or damage to goods leased or made available by ASORECO to the CONTRACTOR, the CONTRACTOR shall reimburse ASORECO for this in full and agree to the replacement of the goods at the then current prices.
In case of rental of the goods, the CONTRACTOR will sign in advance a loan agreement with a description of the rented goods.
All prices mentioned on offers, order forms, invoices or any other document are expressed in Euros, excluding VAT (at the applicable VAT rate at that time) and any other taxes or contributions. When shipping goods, additional shipping costs may be due, which will be borne directly by the CONTRACTOR or charged by ASORECO to the CONTRACTOR.
For direct services (on-site and remote interventions, specific development of or modifications to the software at request of the CONTRACTOR, etc.) the following rates (2018) are applied:
10. Invoicing and payment terms
Unless otherwise agreed, invoicing of delivered goods and services shall be done in advance for the entire estimated duration of the project (hardware, software, services provided by ASORECO and any goods and services provided by third parties). However, the parties may agree to invoice the progressive services (software and any third party services that are invoiced periodically) also periodically, but always with a minimum period of 6 months. In case of extension of the duration of the services of ASORECO, the prices for rent/license may differ from the original invoice. Prices vary depending on the period. For example, the price for the license is cheaper for a longer period (more than 6 months) than a shorter period (less than 6 months).
Unless otherwise agreed, the invoices are payable into the account of ASORECO, 30 days after the invoice has been sent to the email address indicated on the order form. The DISTRIBUTOR hereby expressly agrees to the electronic sending of the invoice by email. Absence of any purchase order number, internal approval document, etc. which was not communicated by the CONTRACTOR at the time of the order (order form) cannot in any way give rise to an extension of the payment term.
Complaints with regard to an invoice are only admissible if the CONTRACTOR informs ASORECO of this in writing and in detail within a period of 10 working days after the date on which the invoice was sent (by registered letter or by email to the contact person within ASORECO, with a copy to firstname.lastname@example.org). If the CONTRACTOR fails to do so, the invoice will be considered as irrevocably accepted by the CONTRACTOR.
In the event of non-payment or late payment of an invoice, the CONTRACTOR shall be liable by operation of law and without a reminder or notice of default to pay the legal interest on the amount not paid or paid late. In addition, the CONTRACTOR shall be liable by law and without a reminder or notice of default on any invoice that has not been paid on time) or that has not been paid on time for a fixed compensation of 5% on the amount in question, with a minimum of 150 Euros per invoice, as well as any (extra-) legal costs. In the event of non-payment or late payment of an invoice, ASORECO also reserves the right to suspend the current delivery of services and/or goods.
11. Intellectual CONTRACTOR / right of use
ASORECO is and shall at all times remain the owner of the intellectual CONTRACTOR rights of the C-SITE software in the broadest sense of the word.
Intellectual CONTRACTOR rights are understood to mean any patent, copyright, trademark, drawing and/or design rights and/or any other right, including sui generis rights to databases as well as technical and/or commercial know-how, methods and concepts, whether or not patentable, in the broadest sense of the word.
In the event of infringement of intellectual CONTRACTOR rights in any sense whatsoever by the CONTRACTOR or an employee in the broadest sense of the word, the CONTRACTOR shall pay a lump sum of EUR 25,000, plus EUR 1,000 per day from the date on which the infringement is established, whereby ASORECO reserves the right to demand a higher amount if it can demonstrate that the damage suffered is greater.
The images themselves made by the goods (cameras) within the framework of this agreement become the legal CONTRACTOR of the CONTRACTOR and he decides autonomously on the use of the images and bears any responsibility in this respect. The images can be consulted up to 3 months after the end of the provision of services and can be transferred to the CONTRACTOR on a data storage medium of his choice. If ASORECO incurs additional costs for this, these will be charged.
ASORECO reserves the right to use a limited number of images and/or timelapses created for the CONTRACTOR for promotional and/or marketing purposes without the prior express approval of the CONTRACTOR, while of course respecting the rules concerning the protection of privacy and the protection of personal data.
12. Monitoring / Service desk / Customer service / Complaints
Failure of cameras connected to the C-SITE software platform are automatically detected by the platform via a monitoring procedure.
If the C-SITE platform no longer receives photos from the location of the camera, this will be automatically detected and communicated via e-mail to the designated contact persons of the CONTRACTOR.
This is done by default at 4 fixed times:
After these periodic emails, one more personal contact will be made via our service desk with the contact person provided by the CONTRACTOR via the intake document before the start of the project. This can be done by mail or by phone.
All subsequent actions undertaken by ASORECO at the request of the CONTRACTOR PLAYER will therefore be applied in accordance with the current support rates, as stated in the price list in Article 9. Action will only be taken by ASORECO after consultation and approval by the CONTRACTOR.
We also expressly refer to the responsibility of the CONTRACTOR to follow the advice of the service desk as a prudent person and to take responsibility for the power and internet supply on site.
When using a wired internet connection, the CONTRACTOR undertakes to provide the following information:
Asoreco's CONTRACTOR service is available every working day from 9 a.m. to 5.30 p.m. on +32 9 279 12 60 or email@example.com, with the exception of public holidays.
Complaints about the delivery of goods and services must always be submitted in writing (by letter or by e-mail at firstname.lastname@example.org) within 8 working days after the fact to which the complaint relates has been established.
13. Warranty and insurance
The CONTRACTOR is at all times, and this from the moment of delivery, liable for the purchased or rented goods that were made available to him by ASORECO.
In the event that the goods show a defect that is not due to delivery, ASORECO's obligation shall be limited to repair or replacement, to the exclusion of any compensation. Goods that show a defect must be returned to ASORECO by the CONTRACTOR in mutual agreement.
The warranty period on the goods is limited to the legal warranty period of the manufacturer or supplier (in principle 2 years) and starts from the delivery date. All claims outside the warranty period are the responsibility of the CONTRACTOR.
The CONTRACTOR can have the goods insured in his name against theft and/or damage and ASORECO can provide the product codes and descriptions if requested.
ASORECO supplies the goods and services according to the rules of art and standards that may be expected from a professional company active in the sector.
ASORECO's liability extends to direct damage that is directly the result of the non or defective handling of its services, to the extent that this is not due to a shortcoming of the CONTRACTOR himself or any third party. Under no circumstances shall ASORECO be liable for any indirect damage.
Subject to ASORECO, proven gross negligence or gross negligence on the part of ASORECO:
If, for whatever reason, ASORECO is nevertheless obliged to compensate any damage, the damage shall never exceed an amount equal to the invoice value of the goods and services to which it relates.
15. Force majeure
The performance of an agreement between the Parties shall be suspended in whole or in part if one of the Parties is unable to fulfil its obligations as a result of force majeure or any other exceptional cause beyond its control, such as government measures, seizure, measures of public order, war, fire, floods, explosions, strike, business interruption, failure to obtain a possible licence, energy failure, long-term failure on the telecommunications network or any other communication system used, etc.
The Party prevented from fulfilling its obligations, within the limits of this prevention, is exempted from fulfilling its obligations. It should, however, make every effort to fulfil its obligations as soon as possible, once the cause of the obstacle has been removed.
The Party wishing to invoke a force majeure circumstance must immediately inform the other Party of the commencement and probable outcome of such circumstance.
16. Early termination of a contract
Parties may terminate an agreement or order concluded between them at any time with immediate effect, without (additional) notice of default and without payment of compensation in the following cases:
In the event of termination by ASORECO, all claims which ASORECO has against the CONTRACTOR shall become immediately due and payable and ASORECO shall reserve the right to claim compensation for all damage, costs, interest etc. suffered.
The CONTRACTOR or any company affiliated with it (within the meaning of Article 11 of the Companies Code) or natural person shall refrain from recruiting employees (whether employed or self-employed) from ASORECO for a period ending 12 months after the end of the agreement between the Parties.
In the event of a breach of this obligation, the CONTRACTOR will pay a lump sum of EUR 25,000, with ASORECO reserving the right to demand a higher amount if it can prove that the damage suffered is greater.
18. Protection of privacy
For the processing of personal data, the parties respect the Belgian legislation on the protection of privacy (Belgian law of 8 December 1992 and, as of 25 May 2018, Regulation (EU) 2016/679 (GDPR)).
The CONTRACTOR is the data controller in the sense of the abovementioned privacy regulations and is therefore the one who determines the purpose of and means for the processing of personal data. ASORECO is only a processor within the meaning of the abovementioned privacy legislation and processes the personal data solely for the benefit of or on behalf of the CONTRACTOR.
The CONTRACTOR, as the data controller, and ASORECO, as the data processor, declare that they will comply with the privacy regulations. The CONTRACTOR fully indemnifies ASORECO against all claims of third parties in this respect.
In the use of the images, the Parties shall at all times guard the privacy and comply with the applicable legal rules in this respect.
In terms of privacy, the following should be noted:
A personal log-in with a password should be used to consult the images;
The images do not allow "personal characteristics" such as for example the color of the iris, ... ...to be recognized;
The images are stored on a secure external https:// environment (FTP server);
Pictures (pictures) are taken at a certain frequency, no continuous recording (video recording) is provided;
At the entrance of the site, the CONTRACTOR will hang a poster (supplied by the ASORECO) to inform all persons entering the site of the presence of cameras, the images of which can be used for monitoring and/or communication purposes;
On request of the CONTRACTOR, masking of persons and/or zones can be provided to make faces and/or zones 'blurred' (this is set via the software) - depending on the required functionality, this may involve additional costs;
The objective of taking the images does not involve active surveillance or security of the site and therefore the camera legislation of 2007 does not apply according to the Data Protection Authority (https://www.gegevensbeschermingsautoriteit.be/nieuw-aangiftesysteem-voor-bewakingscameras).
For more information on privacy protection, system environment, non-application of camera legislation, respect of privacy and technical / organizational measures for information security, please ask us for the separate information document on this subject.
When visiting the website www.c-site.eu, cookies may be stored on the hard disk of a computer or device. A cookie is an amount of data sent by a server sends the browser so that it is stored and sent back to the server at the next visit. This allows the server to recognize the browser again and keep track of what the user, or actually the web browser, has done in the past. Cookies can only identify a computer or a device and not a person.
The CONTRACTOR accepts that electronic forms of communication, such as e-mail, may be used for the purposes of notification and proof. Receipt of an e-mail on the recipient's server constitutes notification by e-mail.
The absence of, for example, a signature does not affect the validity of, for example, the offer, its acceptance, the placing of an order, etc.
22. Infringement of nullity
Should any provision of these General Terms and Conditions be declared invalid, unlawful and/or void, this will in no way affect the validity, legality or application of the other provisions.
The failure of either Party, in any way or at any time, to enforce or exercise any right to the rights listed in these General Terms and Conditions can never be regarded as a renunciation thereof and will never affect their validity.
23. Choice of domicile
For the application, interpretation and implementation of these General Terms and Conditions, the Parties shall elect domicile at the addresses of their registered office, unless otherwise agreed.
24. Previous versions
These General Terms and Conditions replace any previous versions of general terms and conditions that may have been applicable between the Parties.
25. Applicable law and competent courts
For the application, interpretation and implementation of the General Terms and Conditions, Belgian law is applicable.
In the event of a dispute, the Parties shall endeavour to reach an amicable solution. In the absence of such an amicable solution, any dispute between the Parties shall be subject to the exclusive jurisdiction of the Courts and Tribunals of Ghent, the proceedings being conducted in the language of the General Terms and Conditions.