The General Terms and Conditions in force at the time of the Quotation shall apply to all orders of Services and invoices issued by VENN, unless otherwise expressly agreed in writing and signed by both parties. These Terms and Conditions are deemed accepted by the User, even when they are conflicting with the User’s general or special purchasing terms and conditions. The fact that VENN did not explicitly reject the terms and conditions of the User referred to in any contract or order cannot be interpreted by the User as an acceptance by VENN of such terms and conditions. The designated person, officer, director, employee, or any other person who represents or acts on behalf of the User, is deemed to have the necessary mandate to legally bind the User.
These General Terms and Conditions equally apply to all Agreements with VENN in circumstances where it uses or relies upon the involvement of third parties to complete performance.
3. Order and Quotation
The Services are ordered by the User through e-mail or through the website of VENN.
Following receipt of the order, VENN provides the User with a Quotation containing the following information: customer reference and billing data, location of use and delivery, and type of commercial package and service configuration. An order of the Services by the User is only binding when the User has received a Quotation and confirmed its acceptance via an e-mail confirmation to VENN.
The quotation made by VENN, together with these general terms and conditions, constitutes a binding Agreement between the User and VENN as from the acceptance thereof by the User (either expressly, by signing of Agreement, or implicitly, by its performance of the Agreement). Offers accepted in a definitive manner/signed order forms can no longer be annulled by the User, except in case of express mutual agreement.
For works that do not require an order confirmation, the invoice will constitute the order confirmation. Such invoice will also be deemed to correctly and fully reﬂect the Agreement.
VENN reserves the right at all times to refuse to fulfil assignments and/or orders without stating any reasons.
In case of frequent commercial Agreements between VENN and the User, no rights or obligations can be derived from this prior course of dealings, and the parties must rely on the terms and conditions of the specific Agreement concerning the specific transaction, except with respect to these General Terms and Conditions, which are considered to be known, accepted by the User and applicable to each and every Agreement between VENN and the User.
Each Agreement is entered into under the condition precedent that the User is, in VENN’s opinion, sufficiently creditworthy to comply with its payment obligations under the Agreement. VENN has the right, upon or after the conclusion of the Agreement and prior to a (further) performance, to request an advance payment of any amount from the User and/
or to demand security to ensure that both the payment obligations and other obligations under any Agreement with VENN will be complied with by the User. Failure to provide the advance payment will suspend the performance of the Agreement in favour of VENN without prejudice, and VENN will have the right to review any agreed timelines for performance at its discretion. If the unit prices increase during this suspension period, the increased prices will apply.
4. Fees and payments
During the Term and as a consideration of the use of the Services, the User agrees to pay the Fees as set forth in the Quotation. The Fee stated on the Quotation consists of several components, namely the price of the actual Services provided to the User (recurring fees), the price of the data consumption, one-time fees such as activation costs, the price of the hardware sold and project costs. VENN will invoice as per the invoicing arrangements set forth in the Quotation. All payment obligations are non-cancellable, and all amounts paid are non-refundable. All invoices for any charges under this Agreement are due and payable within 30 (thirty) calendar days of invoice date. Invoices are sent by e-mail to the User, unless the User has expressly stated its preference for another format. The Services provided to the User are either invoiced as a provisional cost for the following month, whereby, based on the actual usage, an additional invoice will be issued in case of additional usage, or on a per usage basis.
VENN reserves the right to adjust the prices of its Services in light of the annual indexation on January 1st of every year without prior notice.
VENN reserves the right to adjust the prices of its third-party services if the third party also adjusts its prices.
Venn Will make every effort to minimize these adjustments.
Price adjustment could not be considered a unilateral contract change.
All payment obligations are non-cancellable, and all amounts paid are non-refundable. All taxes, duties and/or levies, regardless of their nature, relating to the Services provided to the User must be borne fully by the User.
In case of late payment of one or more invoices by the User, default interest will be automatically applicable in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions as amended by the Law of November 22, 2013, with each month started counting for an entire month. In addition, an administration fee equivalent to twelve per cent (12%) of the invoice amount, with a minimum of 125,00 EUR and a maximum of 2.500,00 EUR, will be charged without prejudice to the right of VENN to claim compensation for all actual costs (including all reasonable costs related to the collection of the unpaid invoices).
VENN reserves the right to suspend access to the Services if no payment is made by the User within five (5) calendar days following VENN’s written notice.
VENN reserves the right to suspend access to the Services without notice if it appears that the User uses the Service delivered to it for an activity contrary to public order and morality.
The Services are set up by the physical delivery of the necessary Telecommunications Hardware on the location communicated by the User to VENN. After physical delivery, installation of the Telecommunications Hardware is done by the User itself. Finally, activation of the Services will be performed remotely by VENN within 24 hours of delivery.
Unless expressly agreed otherwise in writing, any delivery dates stated by VENN are indicative only, and any delay in delivery or services does not give rise to any liability on VENN’s behalf or right to damages in favour of the User, nor does it entitle the User to terminate the Agreement and/or to refuse acceptance of the goods or services.
VENN will perform the Agreement to the best of its knowledge and capabilities.
VENN reserves the right to use third parties to carry out its obligations under the Agreement if and in so far as VENN deems necessary for the proper performance of the Agreement.
The liability of VENN is limited to damages caused to the User resulting directly from gross negligence or fraud by VENN. To the extent that the activities of VENN depend on the cooperation, services and deliveries of third parties, VENN shall by no means be held liable for any damage arising out of their fault, including gross negligence and intent on the part of these third parties.
The Agreement constitutes an obligation of means on the part of VENN and not an obligation of result.
The total liability of VENN is limited to the total amount of the last three (3) invoices that have been paid by the User. VENN shall not be held liable for any consequential damages, non-pecuniary loss, physical damage, loss of profit or trading loss, except in case of gross negligence or fraud by VENN.
The User holds VENN harmless from and against any and all damage VENN may suffer as a result of claims by third parties related to goods or services provided by VENN, including, amongst others: claims of third parties (including employees of VENN) who suffer damage resulting from acts or omissions by the User or from dangerous situations caused by it or as a consequence of a defect in the products (hardware or software) or services provided by VENN that are used or modified by the User by adding, or together with, other products or services.
Without prejudice to the foregoing, the User expressly acknowledges that VENN does not bear any responsibility with respect to modifications by the User or third parties or improper use of the delivered goods or services.
Any advice given by VENN is given to the best of VENN’s knowledge. VENN does not accept liability for any (verbal or written) advice provided. The advice provided by VENN can never relieve the User from the obligation to satisfy itself that the goods or services are fit for
the purpose intended by the User. This applies equally to data regarding the composition of the goods and their potential applications.
Complaints shall be communicated in writing by the User within eight (8) calendar days after the date of delivery of the Services.
The absence of a written objection to an invoice within eight (8) calendar days after the date of delivery entails irrevocable acceptance of the invoice and the Services mentioned therein. Any complaints shall not be used as a pretext for suspending or delaying the payment of invoices or cancelling a Quotation.
8. Intellectual Property Rights
VENN remains at all times the owner of all intellectual and other property rights regarding the Services, including but not limited to the software, the trade name and trademarks of VENN. The User acknowledges and agrees that it has no right to the intellectual property rights of VENN and that the Agreement entails no transfer of such intellectual property rights.
This article does not concern the intellectual property rights of data that the User receives through the Services provided to it.
9. Term and termination
The Agreement shall enter into force, take effect from the Effective Date, and remain in effect for the initial term as mentioned in the applicable Quotation (the “Initial Term”). If there is no specific mention of duration on the Quotation, the minimum duration of the contract is always equal to 12 months The Agreement will automatically renew for successive one-year periods (each a “Renewal Term”) beginning at the end of the Initial Term, unless either Party provides notice of termination three (3) months before the end of the Initial Term or current Renewal Term, as applicable.
Either party may terminate the Agreement by giving at least three (3) months' written notice prior to the end of the Initial Term or the then-current Renewal Term, or unless otherwise terminated early under the provisions of this Agreement.
If the hardware rental is part of the Agreement, this hardware must be sent back by the User to the headquarters of Venn on at least the last day of the respective term of the Agreement.
In case the hardware is lost, the Client accepts that Venn can bill the residual value to the User (based on a depreciation term of 36 months and with a minimum residual value of 30%) at the end of the Agreement.
If the hardware is lost, the User furthermore accepts that no subsequent reactivation will be possible.
VENN has the right to terminate the Agreement with immediate effect at all times without judicial authorisation, prior notice or payment of any compensation in the following cases: (i) if the User remains in default of the (timely and properly) fulfilment of one or more of its obligations under the Agreement; (ii) in case of suspension of payments or (an application for) bankruptcy by the User; (iii) in case of liquidation or cessation of the activities of the User; (iv) in case of change of control of the User; (v) in case of confiscation in full or in part of the assets of the User; or (vi) if VENN has a valid reason to doubt whether the User will comply with its obligations towards VENN. These cases of termination also apply to the User.
Upon termination of this Agreement for whatever reason (i) the User shall promptly pay VENN all fees and other amounts earned by or due to VENN pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the User pursuant to this Agreement shall automatically terminate. Termination of this Agreement on whatever ground shall be without prejudice to any right or remedy that has accrued prior to the actual termination. VENN preserves the right to claim compensation for the costs, interests and damages suffered by VENN, and all invoices become immediately due and payable
The provisions of this Agreement that are expressly or implicitly intended to survive termination shall survive any expiration or termination of this Agreement.
10. Processing personal data and confidentiality
The Parties shall respect the current laws concerning the protection of personal data at all times, such as, specifically, but not limited to, the EU Regulation (2016/679) (hereinafter referred to as the “GDPR”), the Directive 2002/58/EG, as amended (hereinafter the “e-Privacy Directive”) and all laws and decrees in implementation of the aforementioned Regulation and Directive, including, but not limited to, the Belgian Privacy Act of 30 July 2018. (hereinafter collectively referred to as the “Privacy Legislation”).
VENN will process the relevant Personal Data of the User for the following processing purposes:
Except where VENN is legally obligated and except where necessary for the execution of the Agreement, VENN will not share the Personal Data with third Parties.
VENN will retain the User’s Personal Data for as long as necessary to enable the proper execution of the Agreement and to meet all relevant statutory obligations.
Within a reasonable period of time after termination of the Agreement, according to the User’s preference, VENN shall return or destroy the Personal Data except if VENN, as a result of legislation to which it is subject, is required to retain the relevant Personal Data for a longer period of time.
The User undertakes not to disclose, distribute, and/or use any confidential information belonging to or relating to VENN, its suppliers, agents or other clients to third parties other than within the framework of the execution of the Agreement. This obligation applies both for the duration of the Agreement and for a period of five (5) years following its termination.
Confidential information may only be disclosed under the Agreement to employees and/or subcontractors of the User who can be reasonably expected to require access to this information for the purposes of the execution of the Agreement.
Confidential information from VENN remains the property of VENN. VENN can under no circumstances be held liable for the User's use of the confidential information.
In any case, the following information will be considered to be confidential information: data, trade secrets, know-how, User and supplier data, financial information, results of transactions, business plans and outlooks, strategies and estimates, quotations (in any form whatsoever) regarding the business activities or employees of VENN.
Any violation of this obligation in the course of the duration of this agreement, however small, will form grounds for dissolving the Agreement without prejudice to the right of VENN to claim compensation.
All documents generated by VENN or entrusted to the User regarding the Service(s) and Product(s) in the present Agreement are and remain the exclusive property of VENN. The User may only make a copy of these documents for use within the Agreement's framework.
VENN may at any time demand that the documents and data be returned. The documents and data must, in any case, be returned to VENN on the date of the termination of this Agreement for any reason whatsoever.
Applicable law and Jurisdiction. This Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favour of or against either Party and under Belgium law, without giving effect to any laws of conflict. The competent courts of Brussels will have exclusive jurisdiction over any dispute or controversy arising from or relating to this Agreement or its subject matter.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No Agency. No joint venture, partnership, employment, or agency relationship exists between the User and VENN as a result of this Agreement or use of the Services.
No Waiver. The failure of a party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that party in writing.
Force Majeure. Except for the payment of the fees by the User, if the performance of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, an act of God or any other causes beyond the control of such party or in, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes. As long as the force majeure continues, the obligations of VENN under the Agreement will be suspended. If the force majeure continues for more than 14 days, both parties have the right to terminate the Agreement without such termination giving rise to any obligation to compensate. Venn may also (partially) suspend or terminate its obligations under the Agreement in the event of a change of circumstances that were unforeseeable at the time the Agreement was concluded and which resulted in the performance of Venn’s obligations becoming excessively burdensome (“hardship”).
Assignment. This Agreement may not be assigned by the User without the prior written approval of VENN but may be assigned by VENN to (i) a parent company or subsidiary, (ii) an acquirer of all or substantially all of VENN’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.
Notice. Each party must deliver all notices or communications required or permitted under this Agreement in writing to the other party at the address listed on the Quotation by courier, certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service.
Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) calendar days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.
Entire Agreement. This Agreement, together with any applicable documentation, comprises the entire agreement between the User and VENN and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. VENN preserves the right to modify unilaterally and at any time the Agreement. In case of any inconsistency between this Agreement and any other contractual document between the User and VENN, these General Terms and Conditions will always prevail.
Special Terms & Conditions related to STARLINK products:
STARLINK products follow their own “End-user terms and conditions“ and are available with this link: https://www.starlink.com/legal.
The main difference is that Venn is your point of contact instead of having a Starlink portal and contact.
VENN CAN ONLY SELL STARLINK PRODUCTS TO END CUSTOMERS