Terms of service

GENERAL CONDITIONS OF USE FOR THE NUVONET WEB PLATFORM FOR THE LOCAL SERVICE PROVIDER

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions are used for the application of the current General Terms and Conditions:

Start Date means the date on which the Client accepted these conditions upon his registration on the Nuvonet Web Platform, and on which Nuvonet started the supply of Nuvonet Services to the Client.

Data of the Client means all data, information, texts, graphics and other materials on any electronic or physical carrier whatsoever, that are provided by the Client to Nuvonet and/or sub-contractors, or that Nuvonet must generate, collect, process, store and/or transfer under this agreement.

Nuvonet: fifthplay, a public limited company with registered office at Industriepark West 40, 9100 Sint-Niklaas (Belgium) and registered in the Register of Legal Persons in Termonde (Dendermonde) under number BE 0442.833.209 (fifthplay), or the transferee of these Terms and Conditions and the agreement, as provided in Article 9.1.

Nuvonet Services means the services that consist of Nuvonet making the Nuvonet Web Platform available, through which the Client can offer his services and products to (potential) customers.

Intellectual Property Rights means all rights to inventions, patents, copyrights (including rights on computer software), databases, domain names, designs, models, brands, business secrets, know-how and any other intellectual property rights (whether registered or unregistered), anywhere in the world.

Nuvonet Project means the concept through which residents of a community are able to make remote use of all kinds of services, and are able to order products and services from service providers by means of an online platform (the Nuvonet Web Platform), made available by Nuvonet.

Nuvonet Web Platform means the central Internet Platform made available by Nuvonet to the Client within the context of the Nuvonet Project, and which operates as a local marketplace where orders, information and settings of the Client and the consumers will be displayed and stored.

Customer: any natural or legal person who makes use of, or wishes to make use of the Nuvonet Web Platform in accordance with the general terms and conditions accepted by him, and to whom the Client can offer his services and products in accordance with these Terms and Conditions.

Client: any natural or legal person who wishes to offer his products or services through the Nuvonet Web Platform in accordance with these Terms and Conditions, as adopted pursuant to article 8.1.

Terms and Conditions: the current General Terms and Conditions of Nuvonet.

Business Day means any day from Monday to Friday, from 9 a.m. to 5 p.m., except Belgian public holidays.

1.2 The Client and Nuvonet are collectively referred to as the Parties and individually as the Party in these Terms and Conditions.

2. SERVICE PROVISION

2.1 From the Start Date and during the entire period that the Client makes use of the Nuvonet Web Platform, Nuvonet will provide the Client with the Nuvonet Services in accordance with these Terms and Conditions.

2.2 Nuvonet does not provide any "fitness for purpose" guarantee whatsoever regarding the suitability of the Nuvonet Web Platform, and does not guarantee the uninterrupted availability of the Nuvonet Web Platform and the Nuvonet Services.

3. OBLIGATIONS OF THE CLIENT

3.1 The Client is responsible for his own (business) transactions and (business) relations through the Nuvonet Web Platform, and for obtaining and maintaining any licenses, authorisations or permits required in the context of such transactions and relations, and of this agreement.

3.2 The Client undertakes to indemnify Nuvonet against and compensate Nuvonet for all claims, demands and convictions arising from the Client’s non-compliance with his obligations under these Terms and Conditions. The Client will indemnify Nuvonet with regard to any losses, damage, costs, expenses and other liabilities (including, but not limited to, fees for legal and other professional advisors) suffered/incurred by or imposed on Nuvonet as a result of or in connection with the above, in accordance with Article 7.

3.3 The Client undertakes to use the Nuvonet Web Platform in accordance with all applicable laws and regulations, including but not limited to the law on market practices and the law on specific legal aspects of the services of an information company.

3.4 The Client undertakes not to abuse the Nuvonet Web Platform. More specifically, but without being exhaustive, the Client is not permitted:

(a) to place his information, services or products in the wrong sections or portions of the Nuvonet Web Platform; (b) to violate the legal standards or the rights of third parties; (c) to manipulate the price of a product or service, or to obstruct offers from other users of the Nuvonet Web Platform; (d) to put false, inaccurate, misleading, defamatory or libellous content on the Nuvonet Web Platform; (e) to transfer his unique user identification to a third party or to omit taking sufficient security measures to protect his password; (f) to spread viruses or other technologies that could cause damage to the Nuvonet Web Platform or to other users; (g) to copy content of the Nuvonet Web Platform and to copy, modify or distribute copyrights and trademarks of Nuvonet or other users, in violation of Article 5; (h) to obtain or collect information regarding users, including e-mail addresses, without their permission, in violation of Article 6.

4. PRICE

The use of the Nuvonet Services is free-of-charge for the Client.

5. INTELLECTUAL PROPERTY

5.1 The Client acknowledges that he has no Intellectual Property Rights to the Nuvonet Web Platform. All Intellectual Property Rights contained in the Nuvonet Web Platform are owned by or licensed to Nuvonet.

5.2 Nuvonet merely grants the Client the right to use the Nuvonet Web Platform for the duration of the agreement to display information about the Client’s goods and services, and to offer these goods and services to consumers who make use of the Nuvonet Web Platform. The Client will not obtain any other rights on the Nuvonet Web Platform other than those described above.

5.3 For the duration of the agreement, the Client grants Nuvonet a non-exclusive, royalty-free right to reproduce and to modify the Client’s Data if Nuvonet deems this necessary in the context of the provision of Nuvonet Services to the Client.

5.4 It is forbidden for the Client to reproduce or modify the design, the lay-out, the text, the data, the databases, the domain name, the software (both the binary and the source code), the drawings, logos and/or images on the Nuvonet Web Platform in any manner whatsoever without prior written consent from Nuvonet.

6. PROTECTION OF PRIVACY

6.1 Nuvonet and the Client undertake to comply with the laws and regulations relating to the protection of personal data.

6.2 If Nuvonet processes personal data in connection with the provision of Nuvonet Services, the Parties agree that Nuvonet is to be considered as the processor, and the Client as being responsible for the processing in accordance with the law on the protection of personal data. Under these Terms and Conditions, Nuvonet will only process personal data pursuant to the instructions of the Client in the context of the provision of Nuvonet Services.

6.3 The Client herewith instructs Nuvonet to process personal data in connection with Nuvonet’s provision of Nuvonet Services to the Client.

6.4 The Client acknowledges that Nuvonet has implemented the necessary technical and organisational security measures in accordance with the law on the protection of personal data in order to ensure secure processing of the data.

7. LIABILITY AND INDEMNIFICATION

7.1 Subject to any other rights, Nuvonet is liable in no way whatsoever for any damage that is caused:

(a) by the acts or omissions of the Client or any third party, including, in particular, but without being exhaustive, any criminal or fraudulent actions, breach of the privacy regulations, CCTV legislation or any other safety standards, by the use of the Nuvonet Web Platform contrary to the principles of morality or to the applicable regulations, or the careless safekeeping or passing on of the unique user identification and the password to third parties; (b) by the products and services of third parties, or the manner in which these are offered, sold, rented, used, delivered or implemented. (c) as a result of the poor functioning of the Internet connection, broadband connection, or any other service or infrastructure over which Nuvonet has no control; (d) by faults in the hardware or software that is used by the Client in conjunction with the Nuvonet Web Platform; (e) by viruses, Trojan horses or bugs in the hardware or software that is used by the Client and that was not provided or made available by Nuvonet; (f) by any errors or negligence on the part of the Client or any third party, including incorrect instructions, injudicious manoeuvres, incorrect operation or transformations; (g) by any use of the Nuvonet Services by the Client or any third party that is contrary to the purpose for which the Nuvonet Services are intended, as in the cases of abuse listed in Article 3.4; (h) by the intervention of a third party who is not recognised or certified by Nuvonet. (i) as a result of the compliance of Nuvonet Services with mandatory provisions emanating from the government;

7.2 The Client will indemnify Nuvonet against, and compensate for any claims or demands on the Client from third parties on the basis of any fault or damage arising from the circumstances listed above. The Client will indemnify Nuvonet against, and compensate for, among others, (i) any demands and claims of consumers who have suffered damage as a result of the products or services that have been offered on the Nuvonet Web Platform, and (ii) any violation of any legal obligation of any third party right.

7.3 Except in the case of deliberate error, Nuvonet will never be liable for:

(a) loss of profit or income, decrease or loss of turnover, damage caused by interruption of operations or immaterial damage, loss of data, loss of goodwill, loss of management time or loss of expected savings, directly or indirectly inflicted on or suffered by the Client; and/or (b) any indirect or consequential damage.

7.4 In any case, the liability of Nuvonet will be limited to a maximum amount of € 5,000, and this for the entire duration of the agreement.

7.5 Any claim for compensation must be reported by the Client to Nuvonet in writing and within 7 Working Days after the date on which the damage occurred, or after the date on which the damage could reasonably be detected. Late notification results in the loss of the right to compensation.

8. CONTRACT CLOSURE, DURATION AND TERMINATION

8.1 By clicking on the "I agree" button while creating his profile on the Nuvonet Web Platform the Client accepts these General Terms and Conditions and enters into an agreement with Nuvonet that is governed by these General Terms and Conditions.

8.2 The agreement is entered into for an indefinite period and can be terminated by either party with a notice period of one (1) month by sending an e-mail or a registered letter.

8.3 In the case of default by the Client, Nuvonet will be entitled – without prejudice to its termination rights – to immediately suspend the provision of the Nuvonet Services until any fault is completely remedied and any damage is fully compensated.

8.4 Nuvonet will be entitled to terminate this agreement upon written notice (by e-mail or registered letter) to the Client under this agreement and without judicial intervention in the case of default by the Client when this default cannot be remedied or, in the case that the default can be remedied, the Client fails to remedy the default within thirty (30) days, starting from the date of the receipt of a written notice of default.

9. MISCELLANEOUS PROVISIONS

9.1 Transfer

Under these Terms and Conditions, fifthplay is entitled to freely transfer its rights and obligations to a third party who will take over the provision of the Nuvonet Services. In such a case, fifthplay will be fully indemnified.

9.2 Amendment of the Terms and Conditions

Nuvonet reserves the right to amend these Terms and Conditions at any time. If Nuvonet amends these Terms and Conditions, Nuvonet will notify the Client thereof accordingly by e-mail or letter no later than 60 days prior to the entry into force of the amended Terms and Conditions. If the Client does not agree with the amended Terms and Conditions, the Client has the right to terminate the agreement.

9.3 Applicable legislation and competent court

Regardless of the manner in which and the location from where the Client has access to the Nuvonet Web Platform, the contractual relationship between the Client and Nuvonet is governed exclusively by Belgian law. Any dispute concerning the interpretation and application of these Terms and Conditions falls under the exclusive jurisdiction of the Courts of Antwerp.

9.4 Survival

Articles 5, 6 and 7 survive, and therefore remain applicable upon the termination of the agreement.

9.5 Nullity and unenforceability

The nullity or unenforceability of any provision of these General Terms and Conditions will not affect the validity or enforceability of the General Terms and Conditions, unless the General Terms and Conditions cannot continue to exist without this provision.

Last revised on 17 September 2012

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