Terms and Conditions

Definitions

The following terms are used in these terms and conditions:

• Deskflow / De Cock ICT: BV De Cock ICT, Stationsstraat 20, 2980 Sint-Katelijne-Waver, Belgium, company number BE0891.296.376, trading as Deskflow.
• Customer: the business or self-employed individual that has taken out a subscription to the Deskflow platform.
• User: any natural person who holds login credentials on behalf of the Customer and uses the platform.
• Platform: Deskflow's cloud-based software environment, including all modules, updates and related services.
• Data: all information entered, stored or processed by the Customer or User via the Platform.
• Hosting: the technical infrastructure provided by or on behalf of BV De Cock ICT for making the Platform available.
• Agreement: the arrangements between Deskflow and the Customer regarding the use of the Platform, to which these terms and conditions apply.

Scope

These terms and conditions apply to all offers, quotations, agreements and services of Deskflow, unless otherwise agreed in writing.

Deskflow reserves the right to amend these terms for valid reasons, including changes in legislation, technology or business operations. Amendments will be communicated in writing or by email at least two months before they take effect. If the Customer does not raise a written objection within one month of notification, the amended terms are deemed accepted.

The applicability of any terms and conditions of the Customer is expressly rejected.

Offers and agreements

All offers and price quotations on the website or in marketing materials are without obligation and non-binding. A binding agreement is only formed once Deskflow issues a written or electronic order confirmation.

Deskflow reserves the right to decline a registration or request without stating a reason.

Support and technical assistance are available during office hours:

• Monday to Thursday: 9:00–12:00 and 13:00–17:00
• Friday: 9:00–12:00 and 13:00–16:00

Contact via email: info@deskflow.eu or phone: +32 3 290 34 80.

Prices

All stated prices are exclusive of VAT and any government-imposed levies, unless expressly stated otherwise. These additional costs are borne by the Customer.

Deskflow reserves the right to index or adjust subscription prices. Price changes will be communicated in writing or by email at least thirty days in advance. In the event of a substantial price increase, the Customer has the right to terminate the agreement in accordance with Article 6 of these terms.

Subscription and payment

Subscription fees are paid by bank transfer. The subscription starts on the date the Customer is granted access to the Platform and runs for a period of twelve months.

Invoices are sent at least thirty days before the due date or renewal. The Customer undertakes to pay invoices on time.

Overdue amounts automatically and without prior notice of default accrue late payment interest of 8% per year, calculated from the due date. In addition, extrajudicial collection costs of at least 10% of the outstanding amount, with a minimum of €50, are payable, without prejudice to Deskflow's right to claim the actual collection costs incurred if these are higher.

Term and termination

The agreement is entered into for an initial term of twelve months and is thereafter automatically renewed for successive periods of twelve months, unless either party terminates in good time.

Termination must be given with a notice period of two months before the end of the current contract period, by registered letter or by email with acknowledgement of receipt.

Deskflow may terminate the agreement with immediate effect in the following cases:

• Non-payment of two or more consecutive invoices
• Serious or repeated breach of these terms by the Customer
• Bankruptcy, judicial reorganisation or any other insolvency proceedings involving the Customer
• Dissolution or discontinuation of the Customer's activities

Upon dissolution or termination of the agreement, amounts already invoiced and still to be invoiced remain payable in full.

Platform and data

Deskflow provides the Platform as a cloud service and takes reasonable technical and organisational measures to ensure its availability, security and integrity. Deskflow aims for 99.5% availability on an annual basis, excluding interruptions for planned maintenance.

Hosting is outsourced to professional cloud providers. Data is stored in at least two physically separate locations. Deskflow provides:

• Daily full backups of all customer data
• Monthly historical backups

Individual data recovery actions requested by the Customer may incur additional costs.

Deskflow accepts no liability for data loss resulting from acts or omissions of the Customer or User, unless caused by intent or gross negligence on the part of Deskflow.

Personal data

Insofar as the Customer processes personal data via the Platform for which Deskflow acts as processor, a data processing agreement will be concluded in accordance with Article 28 of the General Data Protection Regulation (GDPR).

The Customer warrants that it is authorised to provide the personal data concerned to Deskflow and indemnifies Deskflow against all third-party claims arising from a breach of privacy or data protection regulations by the Customer.

For more information about the processing of personal data by Deskflow in its capacity as data controller, please refer to our Privacy Policy.

Rules of use

The Customer and Users undertake to use the Platform solely for its intended purpose and in accordance with applicable law.

It is prohibited, among other things, to:

• Use the Platform for unlawful activities or for purposes contrary to public order or accepted standards of decency
• Share login credentials with unauthorised third parties or open more concurrent sessions than contractually permitted
• Reverse-engineer, copy, modify or use the Platform (or have it done) to develop competing software
• Access or misappropriate data belonging to other customers
• Spread viruses, malware or other harmful code via the Platform

The Customer is responsible for the accuracy and completeness of the data it enters. In the event of established breaches of these rules of use, Deskflow reserves the right to immediately block access and/or terminate the agreement, without prejudice to its right to compensation.

The Customer must promptly notify Deskflow of any changes to address and payment details.

Intellectual property

All intellectual property rights in the Platform, including copyrights, patent rights, trademark rights and database rights, belong exclusively to BV De Cock ICT. The Customer only obtains a non-exclusive, non-transferable right of use for the duration of the agreement.

The Customer is not permitted to:

• Remove or alter ownership notices or indications of intellectual property rights
• Use Deskflow's trade name or trademarks without prior written consent
• Copy, distribute or disclose the Platform, in whole or in part, to third parties

Deskflow will indemnify the Customer against third-party claims for infringement of intellectual property rights by the Platform itself, provided the Customer promptly notifies Deskflow in writing of such claims and leaves Deskflow full control over the defence and any settlement.

The Data that the Customer enters via the Platform remains the Customer's property at all times.

Liability

Deskflow is only liable for direct damage that is the direct result of intent or gross negligence on the part of Deskflow. Any liability for indirect damage is excluded, including:

• Loss of profit or revenue
• Loss of data or loss of business opportunities
• Consequential damage or damage to third parties
• Reputational damage

Deskflow's total liability is in any case limited to the lower of the following amounts:

• The amount paid out by Deskflow's liability insurance for the relevant claim
• The total amount of subscription fees paid by the Customer in the six months preceding the event giving rise to the damage

Confidentiality

Both parties undertake not to disclose the other party's confidential information to third parties and to use it solely for the purpose of performing the agreement.

The confidentiality obligation does not apply to information that:

• Was already in the receiving party's possession before it was disclosed
• Was independently developed by the receiving party
• Is or becomes publicly available through no fault of the receiving party
• Was received from a third party without any obligation of confidentiality
• Must be disclosed pursuant to a legal obligation or court order

This confidentiality obligation applies for the duration of the agreement and for a period of two years after its termination.

Force majeure

Neither party is liable for failure to fulfil its obligations if this is the result of force majeure. Force majeure means any circumstance beyond the reasonable control of the party concerned, including:

• War, terrorism, insurrection or government measures
• Extreme weather conditions or natural disasters
• Faults in telecommunications or internet infrastructure
• Delays or shortcomings on the part of suppliers or hosting providers
• Strikes or other collective labour action
• Pandemics or epidemics that prevent normal business operations

The party invoking force majeure will notify the other party in writing as soon as possible. If the force majeure situation lasts longer than sixty consecutive days, either party has the right to dissolve the agreement, without owing any compensation. Services already partially delivered may be invoiced on a pro rata basis.

General provisions

Deskflow is entitled to transfer its rights and obligations under the agreement, in whole or in part, to an affiliated company or in the event of a takeover of its activities, provided the Customer is notified in writing in good time.

If one or more provisions of these terms are declared null or unenforceable, this does not affect the validity of the remaining provisions. The parties undertake to replace the void or unenforceable provision with a legally valid provision that most closely reflects the purpose and intent of the original provision.

The most recent version of these terms and conditions is always available at www.deskflow.eu/voorwaarden.

Governing law and competent court

These terms and conditions and all agreements based on them are governed exclusively by Belgian law, excluding the Vienna Convention on Contracts for the International Sale of Goods (CISG).

Any disputes arising from or related to this agreement shall be submitted exclusively to the competent courts of the judicial district of Antwerp.