Article I. Conditions of application

The purpose of these general terms and conditions of sale is to define the conditions under which sales of IT products and services are concluded between Wavenet and its customers. The customer unreservedly agrees to these terms and conditions, which they acknowledge having read and understood, as soon as they place an order. These general terms and conditions govern all sales contracts or service agreements entered into by Wavenet srl.

Wavenet may modify these general terms and conditions of sale at any time, provided that such modifications are posted on the website www.wavenet.be. The terms and conditions online at the time of ordering shall apply to that order. The customer is deemed to have read and accepted all the clauses and to have waived their right to invoke their own terms and conditions of purchase.

They apply unless otherwise stipulated in a written document signed by either party for what binds it. Any clause that is different from or contrary to these general terms and conditions, in whole or in part, is unenforceable against Wavenet by the customer.

Article II. Intellectual property

All texts, comments, illustrations and images included in documents of any kind sent by Wavenet to the customer or included on the websites www.Wavenet.be and are the exclusive property of Wavenet or its suppliers and are protected by copyright and intellectual property rights worldwide.

All software and source codes developed by Wavenet, regardless of their presentation or name, are considered intellectual works and as such remain the sole property of Wavenet. Only a personal and non-exclusive right of use is granted to the customer in return for a lump sum payment. In accordance with intellectual property law, this licence is granted in the strictest sense to the user, who may not under any circumstances copy, reproduce, represent, distribute, modify, adapt, translate or transcribe into another language all or part of the software and its documentation by any means and in any form.

In the case of custom development, Wavenet reserves the right to reuse all or part of the development in other projects.

Article III. Netiquette - Spamming

The transmission, distribution or storage of pornographic, racist or profane data, or data that is offensive to public decency and morality, is prohibited. Wavenet reserves the right, at any time and without notice, to take offline any content that it deems to be in breach of Belgian or international law or netiquette.

Spamming (or sending unsolicited bulk emails) consumes resources. This practice is therefore prohibited on Wavenet's servers. It is also prohibited to promote a website hosted on a Wavenet network server through spamming, even if the emails are sent by machines that are not part of the Wavenet network. In this case, Wavenet reserves the right to suspend and/or terminate a customer's account immediately and without prior notice.

Article IV. Transport

Products sold by Wavenet are transported at the customer's risk, except in the event of intentional or gross negligence on the part of the carrier. Unless otherwise stipulated, transport costs are borne by the purchaser. In the event of loss or damage during transport, the customer must, within 3 days of receipt of the transported products, notify the carrier, by extrajudicial document or by registered letter with acknowledgement of receipt, of their reasoned protest, while also informing Wavenet. 

Article V. Complaints

Any complaints regarding our invoices must be sent in writing by registered post within eight working days of the invoice date. After this period, the invoice will be deemed to have been definitively accepted by the customer.

Article VI. Receipt, non-compliance

It is the customer's responsibility to check that the products ordered meet their needs and are suitable for their intended use, as the customer is solely responsible for ensuring that the products are fit for the purpose for which they are intended. If the customer considers that the products delivered are defective in material or have hidden defects, they must notify Wavenet by registered letter with acknowledgement of receipt within a maximum of fifteen days following the date of delivery of the products. If, after inspection, analysis or verification, the products are found to be defective, Wavenet undertakes to repair or replace any product recognised as defective free of charge.

Wavenet's warranty is strictly limited to the obligation to repair or replace defective products and to correct products developed by Wavenet that contain errors. Non-conformities or missing items shall in no case entitle the customer to the payment of any costs, penalties, compensation, damages or interest of any kind.

Article VII. Guarantees and responsibilities

Wavenet is not responsible for any loss of revenue, traffic or other costs related to incidents caused by Wavenet's hosting servers or a service outage. Under no circumstances shall Wavenet be held liable for an amount greater than the total amount paid by the customer to Wavenet over the last six months.

The user must use Wavenet's services in accordance with legal regulations. The user must use their account to use and store data associated with their domain name. They may not resell or transfer all or part of the space associated with their domain name.

ARTICLE VIII. Prices

Quotations and price offers are based on current prices for salaries, materials and services. If these undergo changes beyond Wavenet's control, Wavenet reserves the right to adjust prices proportionally on an annual basis.

Offers made by Wavenet are only binding on Wavenet after acceptance by the customer within 30 days of their issue and signature of a purchase order. By accepting the offer or signing the purchase order, the customer places a definitive and irrevocable order.

Article IX. Payment

Each invoice is payable within 30 days of the invoice date.

Article X. Order Cancellation

In the event of cancellation of a licence order, the purchaser shall also be liable for payment of a fixed compensation of 15% of the order value, with a minimum of €50, without prejudice to higher damages.

In the event of cancellation by the customer of a custom development order or a service request (consulting/outsourcing), Wavenet may either demand full payment for the work and services cancelled if they have been carried out in part or in full, or payment of compensation equal to at least 50% of the work and services cancelled if they have not yet begun.

Article XI. Default of payment

In the event of late or non-payment of an invoice by its due date, the customer shall automatically and without prior notice be liable for interest on arrears at a rate of 1% per month, with each month commenced being due in full.

Furthermore, in the event of unjustified non-payment within 8 days of the sending of a registered letter serving as formal notice, the customer shall be liable for a surcharge of 15% of the amount due (with this compensation not being less than €125) as a fixed and irreducible penalty clause agreed between the parties, intended to compensate Wavenet for the costs incurred by the existence of a dispute, without prejudice to the possible application of Article 1244 of the Civil Code. Other expenses and legal and enforcement costs of any kind are not included in these amounts. Late or non-payment of an invoice on its due date shall render all other invoices immediately payable and may result, at Wavenet's request, in the termination of any current order or contract at the customer's expense.

In the event of non-payment, Wavenet reserves the right to suspend the delivery of contracted services or subscriptions.

Article XII. Force majeure

Both parties may be released from all or part of their obligations without being liable for damages in the event of unforeseeable circumstances or force majeure.
If Wavenet is prevented from performing the agreement due to a breach for which we are not responsible, Wavenet shall be entitled to terminate the agreement by registered letter, without judicial intervention, and without any right to compensation for the purchaser. A breach shall in no way be attributable to us if it is caused by unforeseeable measures taken by the authorities, a lack of appropriate means of transport, a failure to deliver or late delivery by our suppliers for any reason whatsoever, such as strikes or other collective actions by workers inside or outside our company, fire, machine breakdown, natural disasters, situations of war, insurrection, riots and nuclear disasters.

Unless expressly agreed otherwise in writing, delivery times are given for information purposes only and are not binding. A delay in delivery or service shall in no case give rise to the cancellation of an order or to any compensation, except in the event of wilful misconduct on the part of Wavenet.

When circumstances make it impossible to carry out the delivery or service – particularly in all cases of force majeure such as strikes, lockouts, accidents, bad weather, blockades, import or export bans, cessation of production or delivery by the manufacturer, etc. -, Wavenet expressly reserves the right to deliver products equivalent to those specified in the order or to terminate our commitments to the Customer, without compensation.

Article XIII. Price revision - indexation

The prices mentioned in our offers are revised annually by applying the following formula:
P = Po . ( 0.2 + 0.8 . X / Xo )
where:

P: is the revised price;
Po: is the price mentioned in the quotation;
X: is the index based on the hourly national reference wage (including social security contributions), published by AGORIA, valid in the month preceding that of the revision;
Xo: is the index based on the hourly reference wage (including social security contributions), published by AGORIA, applicable 10 calendar days before the date set for the submission of offers.

For maintenance contracts, the price revision is applied for the first time 6 months after the end of the warranty period. 

Article XIV. Contract term and termination

Contracts are automatically renewed by tacit agreement. The contract may be terminated by the customer on the expiry date with three months' notice. Accounts with invoices remaining unpaid for more than 30 days may have their service interrupted. This interruption of service does not release the customer from the obligation to pay outstanding invoices. Only a written request to close the account will be accepted, in accordance with the termination deadlines mentioned above.

In the event of any changes to the terms and conditions of this contract, Wavenet shall inform customers by email or on the website www.wavenet.be, no later than one month before the expiry date. Upon receipt, each member has the right to terminate their membership by registered letter before the changes take effect.

Article XV. Confidentiality

Wavenet undertakes not to disclose to third parties any information of a confidential nature provided to it by the customer. This information will only be used by Wavenet's internal departments for the purpose of processing the customer's order. The customer undertakes not to disclose to third parties any information of a confidential nature provided to them by Wavenet.

Article XVI. Non-solicitation

Unless otherwise agreed in writing in advance, each party shall refrain from making, directly or indirectly, any offers of employment to any internal or external employee of the other party assigned to the performance of the services covered by this contract, or from taking such employees into its service in any capacity whatsoever, even through a third party.

The client shall strictly refrain, throughout the term of the contract and for 12 months after the performance of the same contract, from hiring or independently using the services of a current or former member of the supplier's staff, even where such employee or subcontractor has not been involved in the activities arising from the terms of this contract.

If the customer directly or indirectly violates this prohibition, they shall pay lump-sum damages equivalent to six months' gross salary of the person concerned.

Article XVII. Jurisdiction - applicable law

The contractual relations between the parties to which these general terms and conditions of sale apply are governed exclusively by Belgian law. In the event of a dispute, the Courts of Tournai shall have sole jurisdiction unless Wavenet, acting as plaintiff, prefers to bring the action before any other competent court.