Terms and conditions

The term “customer” refers to anyone who contacts DOMICA BV, KBO no. 0895.233.091 with an order or assignment (contact details can be found on our contact page), hereinafter referred to as “DOMICA”. DOMICA is licensed as a company for the installation of camera systems by the FPS Interior.

Article 1. Scope

1.1. The customer declares that they have read and fully accept the general terms and conditions. They are deemed to govern all business relations between the parties, not only with regard to the quotation, order or agreement on the occasion of which the general terms and conditions are communicated, but also with regard to all subsequent new quotations, orders and agreements. Any deviation from and/or addition to these general terms and conditions is only possible by means of a written and explicit agreement.

1.2. In so far as this is stated in the basic agreement, quotation or order form, acceptance implies that the customer completely waives the application of its own general terms and conditions.

1.3. Failure by DOMICA to assert a right or apply a sanction shall never constitute a waiver of that right. The possible invalidity of one of the provisions of these general terms and conditions shall not result in the invalidity of all provisions contained in it, nor of the part of the provision that is enforceable and does not conflict with mandatory law. In such a case, the parties shall negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that is as close as possible to the purpose and meaning of the original provision.

1.4 The negotiations between the parties that took place before the contract was concluded resulted in specifications and pricing by DOMICA. This pricing is based, amongst other things, on the existence and application of these general terms and conditions, which were also part of the negotiations. The provisions of the general terms and conditions are therefore essential commitments between the parties.

Article 2. Offers and orders

2.1. All proposals made by DOMICA are without obligation. An agreement between DOMICA and the customer is only concluded after written confirmation (signing of the quotation or agreement by e-mail) by DOMICA of the customer’s order or (the start of) performance of the agreement by DOMICA. The agreement that is concluded is governed exclusively by the rights and commitments specific to the contract for services.

2.2. DOMICA’s quotations are based on the accuracy of the information, measurements, drawings, etc. provided by the customer in their requests. The customer must provide DOMICA with all the information necessary to carry out the assignment effectively. The responsibility for the accuracy of the information rests entirely with the customer. DOMICA is not obliged to check the accuracy of the information provided by the customer. Unless expressly stated otherwise, all advice provided by DOMICA is non-binding. The documents accompanying the quotation, such as illustrations, drawings, weights and measurements, as well as the detailed concepts, are purely approximate, unless expressly stated to be contractual. DOMICA reserves all property rights and copyrights to the illustrations, drawings, concepts, specifications, calculations and other documents.

2.3 DOMICA’s quotations shall no longer be binding on DOMICA if they have not been accepted in writing within 30 days of being sent to the customer.

2.4. Anyone who places an order in their own name or in their capacity as the customer’s representative, or anyone who pays for the order in whole or in part, even on behalf of third parties, acts on behalf of these third parties and is jointly and severally liable with them, in accordance with Articles 1200 et seq. of the Civil Code. In any case, the invoicing details of a third party subsequently communicated by the customer shall not affect the original customer’s obligation to pay.

2.5. No rights can be derived from obvious typing, printing or writing errors in (online) catalogues or price lists.

2.6. All commitments entered into on behalf of DOMICA are only legally binding on the latter if they originate from persons authorised to bind DOMICA pursuant to the articles of association and statutory delegations published in the Belgian Official Journal, or from persons who hold a special written mandate relating to the commitments in question.

2.7. If DOMICA has reasonable grounds to suspect that the customer is experiencing payment difficulties, does not offer any guarantee of solvency, or if the customer has in the past failed to pay one or more invoices to DOMICA or other customers within the specified period, DOMICA is entitled to suspend the acceptance or execution of the order until payment of an advance or the full amount of a future invoice.

2.8. DOMICA is free to break off negotiations at any time. If it is established that DOMICA has wrongly broken off negotiations, it can only be ordered to pay compensation for the actual proven damage, which in any case shall be limited to an amount of 250 EURO.

Article 3. Price

3.1. The prices quoted are exclusive of VAT, unless expressly stated otherwise. The total price is based purely on the order and information provided by the customer. Unless the parties agree in writing on a different remuneration arrangement, DOMICA will carry out the work ordered at the specified relatively fixed price or at the agreed unit price. If no price has been agreed, the work will be charged on a time and materials basis at a rate of 112.79 EUR/hour (excluding VAT), unless otherwise specified. The price does not cover any ‘additional work’ and/or additional orders agreed upon subsequently by DOMICA and the customer. Additional work and/or additional orders will always give rise to additional invoicing on a cost-plus basis or on the basis of unit prices and travel expenses, without the prior written consent of the customer being required. The execution of this work constitutes proof of the order and agreement thereto. The customer therefore waives Article 1793 of the Civil Code. DOMICA reserves the right to charge an administrative fee of EUR 15.00 (excl. VAT) for invoices amounting to less than EUR 750.00 (excl. VAT).

3.2. The following circumstances, among others, constitute additional work, which always give rise to additional invoicing at the before-mentioned rate, plus the associated costs, unless otherwise agreed between the parties:

• substantial changes to the building plans and/or techniques. Substantial changes to construction plans refer to increasing or decreasing volumes, completely changing the internal layout of a building, changing the nature of the work in terms of energy performance, etc.
• unforeseen extension of the execution period of the works in case of safety coordination, substantial expansion of the assignment due to changing risks, plans, intervening parties, etc.
• re-measurements, additional waiting hours, unnecessary travel, etc.

3.3. All taxes, duties and/or levies of any kind relating to the goods delivered, including new taxes, duties or levies that may be introduced after the conclusion of the agreement, shall be entirely at the expense of the customer. Under no circumstances shall the application of new taxes, duties or levies entitle the customer to terminate the agreement.

3.4. Any change in salaries, social security contributions, material prices or transport costs will result in a price revision that will be applied to the relevant invoicing of the work carried out according to the following formula:

p= P x (0,40 x s/S + 0,40 x i2021/I2021 + 0,20)

‘P’ is the amount of the work performed and “p” is the revised amount. ‘S’ is the average hourly salary determined by the Joint Committee for the Construction Industry in force on the tenth day before the signing of the contract, increased by the total percentage of social security contributions and insurance accepted by the FPS Economy on that date; ‘s’ is this hourly salary as recorded before the start of the works for which partial payment is requested, increased by the total percentage mentioned above that was accepted during that period. ‘I2021’ is the monthly index figure determined by the Commission for the Price List of Building Materials, as in force on the tenth day before the signing of the contract. ‘i2021’ is this same index figure as recorded before the start of the works for which partial payment is requested.

3.5. DOMICA reserves the right to request advance payments. Until such advance payments have been made, DOMICA has the right to suspend the agreement. Any damage resulting from this for the customer cannot be charged to DOMICA. Failure to pay the advances also entitles DOMICA to terminate the agreement extrajudicially at the customer’s expense, without the customer being able to claim compensation for this.

3.6. The customer is responsible for providing the information necessary for correct invoicing, in particular the application of a reduced VAT rate for renovation work. In the absence of a written objection within one month of receipt of the invoice, the customer is deemed to acknowledge that (1) the works are being carried out on a residence that was first occupied in a calendar year at least ten years prior to the date of the first invoice relating to those works, (2) after completion of the work, the residence will be used exclusively or mainly as a private residence, and (3) the work is provided and invoiced to an end user. If at least one of these conditions is not met, the normal VAT rate of 21% will apply and the customer will be liable for the payment of the tax, interest and fines due in respect of those conditions.

3.7. In the absence of a written objection within one month of receipt of the invoice, the customer shall be deemed to acknowledge that they are a taxpayer required to submit periodic returns. If this condition is not met, the customer shall be liable for the payment of the tax, interest and fines due.

Article 4. Payment

4.1. DOMICA’s invoices are payable at its registered office and on the due date stated on the invoice. If no due date is stated, DOMICA’s invoices are payable within 15 days of the invoice date. Any costs associated with payment are for the client’s account only.

4.2. If an invoice is not paid by the due date, interest on arrears of 1% per month on the unpaid invoice amount shall be payable by operation of law and without prior notice of default from the due date. A fixed compensation of 10% of the outstanding invoice amount (with a minimum of €125,00) shall also be payable by operation of law and without prior notice of default, without prejudice to DOMICA’s right to claim higher compensation if it can prove that it has suffered higher actual damage.

In case of non-payment of an invoice by a “consumer” (within the meaning of Article I 1, 2° of the Economic Law Code) by the due date, after a period of 14 calendar days has elapsed since the sending of a payment reminder, default interest shall be payable on the unpaid invoice amount at the interest rate specified in the Law of 2 August 2002 on combating late payment in commercial transactions, calculated in proportion to the number of days of late payment from the calendar day following the date of dispatch of the above-mentioned free reminder to the consumer. The consumer shall also owe a fixed compensation, which shall be calculated as follows on the unpaid invoice amount:

1. 20 euros if the amount due is less than or equal to 150 euros;
2. 30 euros plus 10% of the amount due on the portion between 150.01 and 500 euros if the amount due is between 150.01 and 500 euros;
3. 65 euros plus 5% of the amount due on the portion above 500.01 euros, up to a maximum of 2,000 euros if the balance due is higher than 500 euros.

4.3. In case of non-payment of one invoice by the due date, all other outstanding debts owed by the customer shall become due and payable by operation of law and without prior notice of default. In that case, DOMICA also reserves the right to suspend the execution of all current orders/assignments without prior notice of default and without compensation for the customer.

4.4. Any disputes regarding an invoice must be reported to DOMICA immediately and in detail by registered letter within 8 days after receipt of the invoice.

4.5. Payments made by the customer to DOMICA will first be applied to the oldest unpaid invoices that are due and payable. The payment will first be applied to the interest due, then to the costs due and only in the last instance to the principal sum due.

4.6. DOMICA is entitled – if, the credit, financial position or payment behaviour of the customer gives DOMICA reason to do so – to demand full payment in advance for deliveries still to be made, or to request (other) securities, even if the goods have already been shipped in whole or in part. If the customer refuses to comply with DOMICA’s request within 15 days, DOMICA reserves the right to terminate the agreement immediately, unilaterally and without any compensation on its part. In such a case, the customer shall owe a fixed compensation of 10% of the total price of the order. DOMICA reserves the right to claim higher compensation if there are grounds for doing so.

4.7. The customer grants DOMICA a pledge on all his/her movable (future) tangible and intangible property. The pledge grants DOMICA the right to be paid in priority over the customer’s other creditors from the proceeds of the realisation of those movable assets of the customer. The pledge also extends to all claims that replace the encumbered assets and to the fruits produced by the encumbered assets. The pledge secures all (existing and/or future) claims of DOMICA arising from this agreement, up to a maximum of the principal sum and related items such as interest, damages and costs of enforcement/all legal costs thereof. By signing this agreement, the customer authorises DOMICA to register its pledge in the National Pledge Register. DOMICA shall be entitled to enforce the above-mentioned pledge in any manner provided for by law.

Article 5. Duration and delivery/performance period

5.1. Any delivery and performance periods communicated by DOMICA are purely indicative at all times, unless otherwise agreed. In case of abnormal delay (>2 months after the expiry of the initially specified indicative performance period) in delivery, the customer has the right to terminate the agreement by registered letter and without judicial intervention, provided that DOMICA has still not delivered within a period of 2 weeks after DOMICA was given notice of default by the customer by registered letter. The customer expressly and irrevocably waives any other possible remedy, in particular the award of any form of compensation, except where the customer is a consumer within the meaning of the Economic Law Code. In the latter case, compensation for the delay resulting from an error attributable to DOMICA shall be fixed at 10% of the invoice amount if DOMICA fails to deliver within a period of one month after the registered letter of default. However, the customer may not, where applicable, obtain supplies elsewhere at DOMICA’s expense. Articles 5.85 and 5.235 of the Civil Code do not apply to the agreement between DOMICA and the customer.

5.2. If, during the performance of the agreement, it becomes apparent that it is necessary to change or supplement the work to be performed (e.g. additional work), the parties shall adapt the agreement accordingly in a timely manner, either verbally or in writing (e.g. by email) and in mutual consultation. If the parties agree to adapt or supplement the agreement, the indicative time of completion of the performance will be extended accordingly and in a reasonable manner.

5.3. DOMICA reserves the right to make partial deliveries, which shall constitute partial performance. Partial delivery of the order shall in no case justify refusal to pay for the work delivered.

Article 6. Implementation modalities

6.1. DOMICA shall implement the agreement to the best of its knowledge and ability, in accordance with best practice and the requirements of good workmanship. Unless special qualities have been expressly agreed between the parties, DOMICA shall deliver works and goods of normal commercial quality, without any other or further commitment, and the works and goods shall not be subject to any warranty other than that expressly granted by DOMICA in writing.

6.2. Unless expressly agreed otherwise, DOMICA undertakes to perform the work to the best of its ability and does not guarantee a specific result.

6.3. DOMICA is permitted to deliver goods sourced from third parties other than those agreed, provided that these are of the same quality and price.

6.4. DOMICA expressly reserves the right to subcontract all or part of the work.

6.5. If it has been agreed that the agreement will be implemented in phases, DOMICA may suspend the implementation of those parts that belong to a subsequent phase until the customer has approved the results of the previous phase in writing and, where applicable, the customer has paid any intervening (advance) invoices that have fallen due and are payable.

6.6. The customer shall ensure that all data, materials and information that DOMICA indicates are necessary/useful or that the customer should reasonably understand to be necessary/useful for the performance of the agreement are provided to DOMICA in a timely manner. For example, the customer is always obliged to provide DOMICA with a plan for the execution of the works, clearly indicating all facades, floor plans of each storey, roof plan and orientation plan, composition of the structures etc. The planned techniques must be indicated on the floor plans. If already available, a copy of the building permit shall be provided at the start of the studies, or shall be provided later, as soon as it becomes available.
If the information required for the performance of the agreement is not provided to DOMICA in a timely manner, DOMICA shall be entitled to suspend the agreement and/or to charge the customer for the additional costs resulting from the delay at the usual rates. In the aforementioned circumstances, DOMICA cannot under any circumstances be held liable for late delivery and any resulting fines imposed by the Government. This list is by no means exhaustive.

6.7. If it has been agreed that the agreement will be implemented in phases, DOMICA may suspend the implementation of those parts that belong to a subsequent phase until the customer has approved the results of the previous phase in writing and, where applicable, has paid any intervening (advance) invoices that have fallen due and are payable.

6.8. It is expressly agreed that the conditions for implementation must be optimal. Unless otherwise agreed in writing, the customer must, at its own expense, among other things:

• (if necessary) obtain the necessary urban planning and/or environmental permits and any other certificates, documents, etc. that may be required;
• ensure that the site is safe, clean, cleared and accessible
• provide water, electricity or other necessary utilities;
• indemnify DOMICA against all possible claims arising from nuisance caused to neighbours, noise and dust;
• (if necessary) provide parking restrictions, failing which a fixed cost of 250 EURO (excluding VAT) will be charged if DOMICA has to provide the application itself, without prejudice to DOMICA’s right to claim compensation for the delay/non-performance in this regard.

6.9. If access to the location is refused by the customer, or if access is impeded by the customer or by third parties for whom the customer is responsible, DOMICA will charge relocation costs and working hours, notwithstanding any agreement to the contrary. The execution deadlines will be automatically adjusted in accordance with DOMICA’s schedule and agenda, without any right to compensation for the customer or third parties.

Article 7. Defects – liability – delivery

7.1. Any visible defects in the delivered goods must be reported to DOMICA immediately and in detail by registered letter within 8 days of delivery. Complaints regarding visible defects submitted after this period has expired will not be accepted by DOMICA.

Any hidden defects in the delivered goods must be reported to DOMICA in detail by registered letter immediately and within 8 days of their discovery. DOMICA’s liability for any hidden defects in the services provided is in any case limited to hidden defects that become apparent within 6 months of the delivery of the goods/services. Complaints regarding hidden defects submitted in disregard of the double deadline requirement will not be accepted by DOMICA.

7.2. Insofar as DOMICA depends on the cooperation, services or deliveries of third parties, including technical advisers, suppliers or (sub)contractors, it cannot be held liable in any way for any damage resulting from any delays or their fault. DOMICA can also never be held jointly and severally liable with other co-contractors in case of minor hidden defects that are not covered by Articles 1792 and 2270 of the Old Civil Code.

7.3. DOMICA shall in no case be liable for damage of any kind arising from DOMICA having relied on incorrect and/or incomplete information provided by the customer.

7.4. If the complaint is justified due to visible or hidden defects, the customer can only claim repair in kind, to the exclusion of any other remedy, such as return, (partial) refund, compensation, etc.

Insofar as the customer is not a consumer within the meaning of the Economic Law Code, the formulation of complaints by the customer never gives the right to delay or postpone payment of invoices.

7.5. If DOMICA is liable for any damage, DOMICA is only liable for the direct damage suffered by the customer and the liability is in any case limited to the amount that DOMICA invoices or has invoiced. In any case, DOMICA’s liability is limited to the amount for which it is insured. These amounts can always be requested from DOMICA.

7.6. DOMICA cannot be held liable for manufacturing defects in materials produced by a third party and any consequential damage resulting therefrom.

7.7. If the customer carries out repairs or modifications to the delivered and installed goods or has them carried out by others, he immediately forfeits any right to complaint or warranty. The customer also forfeits his right to complain if the damage is the result of failure to observe professional standards and customary instructions, normal wear and tear, or improper use of the work.

7.8. The customer accepts and acknowledges that DOMICA may also invoke against the customer the exceptions, exonerations and warranty limitations that the manufacturer of materials and components used in the work carried out by DOMICA may invoke against DOMICA.

Article 8. Change of circumstances

8.1. If the following requirements are cumulatively met, a party may ask the other party to renegotiate the contract with a view to restoring the original contractual balance or terminating the contract:

• a change in circumstances that makes the performance of the contract excessively onerous, to such an extent that its performance can no longer reasonably be demanded;
• that was unforeseeable at the time the contract was concluded;
• that is not attributable to the debtor invoking it;
• and the debtor has not assumed this risk.

In any case, the parties shall continue to fulfil their obligations during the renegotiations.

Depending on the specific facts, circumstances that may justify renegotiations include:

• changed socio-economic circumstances such as persistent abnormal price increases or general supply problems for raw materials, materials and energy as a result of war, embargo or other international economic sanctions, strikes, epidemics, pandemics, general structural market disruption, significant changes in exchange rates, etc.
• an amendment or new legislation and/or regulations and/or binding advice from official authorities published and entered into force after the date of signing the contract.

8.2. As soon as a party becomes aware or should have become aware of the changed circumstances that justify renegotiation of the contract, it must notify the other party of these facts in writing within 10 working days. The parties undertake to commence negotiations within 10 working days of sending the written notification and to conduct these in good faith. In any case, the party requesting the negotiations must inform the other party of the specific impact as soon as possible.

8.3. If the renegotiations are rejected or fail within a reasonable period of time, the parties may, through alternative dispute resolution or the courts, at the request of one of them either amend the contract to bring it into line with what the parties would reasonably have agreed at the time of conclusion of the contract if they had taken the changed circumstances into account, or terminate the contract in whole or in part on a date that may not precede the changed circumstances and in accordance with the terms and conditions determined by the authority responsible for alternative dispute resolution or the court.

Article 9. Force majeure – abuse of circumstances

9.1. DOMICA is legally exempt and not obliged to fulfil any obligation/compensation in case of force majeure. ‘Force majeure’ is understood to mean a situation in which the performance of the agreement is wholly or partially, temporarily or permanently, prevented by circumstances beyond the control of the parties, even if these circumstances were already foreseeable at the time the agreement was concluded. DOMICA is not obliged to prove the unattributable and unforeseeable nature of the circumstances constituting force majeure.

9.2. In such a case, DOMICA undertakes to make every reasonable effort to limit the consequences of the force majeure situation for the customer. If, at the time of the occurrence of the force majeure, DOMICA has already partially fulfilled its obligations or can only partially fulfil them, DOMICA may invoice the part already delivered separately, or deliver and invoice the part to be delivered.

9.3. The parties declare that they are in an equal position and that neither party has any economic or functional superiority, as a result of which the agreement has been concluded in a balanced manner and no abuse of circumstances can be invoked.

Article 10. Intellectual property rights

10.1. The goods and services provided by DOMICA, as well as all designs, drawings, data, product and/or company names, texts, images, audio, software, programming and websites are protected by intellectual property rights (including copyright and trademark rights) belonging to DOMICA or to third parties who have authorised the contractor to use them. The customer is not entitled, for any reason whatsoever, to modify, copy, distribute, send, disseminate, re-offer, reproduce, publish, license, transfer or sell any information or content obtained without the contractor’s permission, nor to create derivative works from the above-mentioned elements.

Any software supplied with our products may only be used for its intended purpose, whether for configuration purposes or purely for consulting and monitoring the status of the hardware products.

10.2. The delivery of goods, services or software by DOMICA does not imply any transfer or provision of its intellectual property rights. Any infringement of intellectual property rights may be prosecuted under civil and criminal law in accordance with the applicable legislation. Intellectual property rights will only be transferred with the explicit consent of DOMICA and subject to a fee to be agreed between the parties. The transfer does not affect DOMICA’s right or ability to use and/or exploit the components, general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards and the like underlying the development for other purposes without any restriction. Nor shall the transfer of an intellectual property right affect DOMICA’s right to make developments for itself or a third party that are similar to or derived from those made or to be made for the customer.

10.3. DOMICA is always permitted to install technical measures to protect the items protected by intellectual property rights to which the client is granted access. The customer shall not remove or circumvent such technical measures.

Article 11. Termination of the agreement

11.1 Either party may terminate the agreement between the parties with immediate effect and without compensation in the event of serious misconduct or serious failure on the part of the other party in the performance of the agreement, which is not remedied within fifteen (15) days after the other party has given the party in default written notice of default by registered letter, stating the failures for which the other party is being held responsible.

11.2. In case of any failure on the part of DOMICA, it expressly reserves the right to perform in kind. The customer must grant DOMICA a reasonable period (at least 15 days) to remedy the failures by way of performance in kind. Replacement is excluded as a means of performance in kind.

11.3. The preceding does not affect the right of one party to recover the damage caused from the party in default, if applicable.

11.4. The damage that DOMICA can claim in case of termination is set at a flat rate of 30%, without prejudice to the right to claim higher compensation if provable.

11.5. Only in case of failure on the part of DOMICA and in case of exceptional circumstances, such as absolute urgency, is the customer entitled to call upon a third party for further execution of the works. The customer must first have given DOMICA unambiguous notice of default by registered letter and have granted a reasonable period of time to remedy the failure. The replacement of DOMICA is entirely at the customer’s risk.

11.6. If the agreement is terminated prematurely by the customer, DOMICA shall be entitled to compensation for the work already performed, plus compensation amounting to 30% of the part of the work that has not yet been performed, without prejudice to DOMICA’s right to claim higher compensation if the actual damage suffered is higher.

Art. 12. Exoneration

12.1. DOMICA undertakes to provide the customer with information relating to the agreement prior to its conclusion. However, DOMICA is not liable for the correctness, completeness or accuracy of the information provided to the customer prior to the conclusion of an agreement.

12.2. Except in cases of fraud, wilful misconduct or gross negligence, DOMICA shall not be liable for or obliged to compensate for immaterial, indirect or consequential damage, including (but not limited to) loss of profit, loss of turnover, loss of income, production restrictions, loss of data, administrative or personnel costs, an increase in general costs, loss of clientele or claims from third parties. The only remedy for compensation for damage consists, at DOMICA’s discretion, of either replacement or reimbursement of the purchase price. An ‘intentional error’ only exists if that error was knowingly and wilfully committed by DOMICA with the intention of harming the customer.

12.3. DOMICA shall not be liable to the customer for serious or intentional errors committed by its employees, staff and/or representatives in the course of their professional activities.

12.4. Any claim by the customer for compensation from DOMICA shall lapse by operation of law if it has not been brought before the competent court within a period of 6 months after the facts on which the claim is based were known or could reasonably have been known to the customer. This period cannot be suspended and is only interrupted by legal action.

Art. 13. Termination

13.1. DOMICA BV has the right to terminate the agreement with the customer at any time, with immediate effect, without prior judicial authorisation, without prior notice of default and without payment of any compensation, in the following cases:

• if, despite a written notice of default, in which DOMICA observes a period of at least 15 calendar days, the customer remains in default with the timely and proper fulfilment of one or more obligations arising from the agreement;
• in case of suspension of payments or the (application for) bankruptcy;
• in case of liquidation or termination of the customer’s activities;
• if control over the customer changes;
• if (part of) the customer’s assets are seized;
• if DOMICA has valid reasons to doubt that the customer will fulfil its obligations towards DOMICA;

13.2. In the event of termination, the customer shall owe DOMICA a fixed compensation of 30% of the price invoiced or normally to be invoiced under the agreement, without prejudice to DOMICA’s right to claim payment of higher actual damages. Termination shall also render all claims of DOMICA against the customer, on whatever grounds, immediately due and payable.

Article 14. Retention of title

14.1. The materials delivered under this contract remain the property of DOMICA even after their incorporation, and the customer is only the holder of them until the price has been paid in full. DOMICA may, after giving the customer prior written notice of default for failure to comply with its payment obligation, detach and take back the materials, goods or installations without the customer’s consent. This right shall lapse and ownership shall pass as soon as the customer has paid all its debts to DOMICA. In any case, the above-mentioned rights must be exercised in good faith.

14.2. Any transfer of licence for installed software shall only be final after 30 days from the installation of the software and if the invoices for the order of which the installation of the software forms part have been paid in full by the customer. If all invoiced amounts for the assignment in question have not been paid within 30 days of the installation of the software, it will be removed.

Article 15. Privacy & data protection

DOMICA collects and processes the personal data received from the customer for the purpose of performing the agreement and managing the accounts. The legal grounds are the performance of the agreement, the fulfilment of legal and regulatory obligations and/or legitimate interest. The controller is DOMICA. This personal data will only be passed on to processors, recipients and/or third parties insofar as this is necessary in the context of the above-mentioned purposes for processing. The customer is responsible for the accuracy of the personal data they provide and undertakes to comply with the General Data Protection Regulation with regard to the persons whose personal data they have transferred to DOMICA, as well as with regard to any personal data they may receive from DOMICA. By accepting these terms and conditions, the customer confirms that they have been adequately informed about the processing of their personal data and about their rights of access, rectification, transfer, restriction of processing, erasure and objection.

Art. 16. Applicable law – jurisdiction clause

16.1. This agreement, as well as all other agreements between the parties, shall be governed exclusively by Belgian law. Any application of the Vienna Sales Convention is expressly excluded.

16.2. All disputes arising from or related to this agreement shall be subject to the exclusive jurisdiction of the courts of the judicial district in which DOMICA has its registered office.