General

These general conditions apply to the services offered by DigiForm. These services are provided by DigiForm bv, with registered office at Geerdegemdries 13, B-2800 Mechelen, with company number 0787.561.707 (hereinafter “DigiForm”).

Article 1: Definitions

General Conditions: these general conditions of DigiForm.

Service(s): the set of services offered on the Website by DigiForm.

Login data: the combination of the Customer’s user name and password used to log in.

Customer: any (legal) person who has concluded an agreement with DigiForm.

User: every (legal) person who uses the DigiForm WebApplication.

Agreement: the agreement between Customer and DigiForm concluded (via the Website) under which the Customer purchases the Service from DigiForm.

Privacy Policy: DigiForm’s privacy policy.

DigiForm: the private limited company DigiForm bv, established at Geerdegemdries 13, 2800 MECHELEN.

Website: the website of DigiForm (www.digiform.be), on which the Services are offered.

Web application: the web application of DigiForm (app.digiform.be), where the customer can use the Services.

Signed form(s): A form that is in the Web Application in the status “SIGNED”. If that form evolves to a status following “SIGNED”, it remains valid as 1 signed form. A form that is still in the status “IN PROGRESS” is considered to be unsigned.

Volume: The annual number of Signed forms from the customer through use of the Web Application as indicated in DigiForm’s quotation/Contract Summary.

Contract Summary: A summary about a specific Service of DigiForm, provided to the Customer prior to the conclusion of the Agreement.

Article 2: Applicability

2.1 The contractual relationship between DigiForm and the Customer regarding the provision of the Services is determined by these General Conditions, the offer, and (where applicable) the Contract Summary (hereinafter referred to as the “Agreement”). Special conditions may be agreed between the Customer and DigiForm for related Services.

In case of conflict or contradiction between the documents of the Agreement, the following descending order of priority shall apply: the offer/contract summary and subsequently the General Terms and Conditions. All communications prior to the Agreement are superseded by the Agreement and any amendment requires the written consent of DigiForm.

2.2 The customer confirms having taken note of these General Conditions prior to the conclusion of the Agreement and accepts their application to the Agreement.

2.3 Unless expressly indicated otherwise, the provisions of the General Conditions always apply to all DigiForm’s Services.

2.4 DigiForm may always amend and/or supplement these General Conditions.

2.5 Any General Conditions or other conditions of the Customer do not apply to the Agreement. DigiForm explicitly rejects these.

Article 3: Offer and request for Services

3.1 Information on the Website is always without obligation. DigiForm is only bound after its confirmation of the Customer’s order.

DigiForm is not bound by obvious errors or typos on the Website.

3.2 The Customer can access the Services as follows:

The Customer makes his application for subscription to the Services via the Website. The Customer shall correctly and fully register and identify himself on the Website and apply for the Service(s) in accordance with the instructions given. The Customer is solely liable for the accuracy and completeness of the information provided by him/her. The Customer ensures to inform DigiForm of any change in his/her contract and personal data (e.g. change of address).

3.3 DigiForm has the right to refuse the application and/or activation of a Service without owing any compensation to the Customer in, inter alia, the following situations:

the Customer refuses to accept the General Terms and Conditions or any other contractually required document;
the application for subscription to the Services has not been duly made;
in the event of evidence or serious indications of fraudulent conduct, insolvency or non-payment for the Services, which may be evidenced, for example, by a history of non-payment by the Customer
the Customer gives a false, incorrect or incomplete identity in his identification, refuses to prove his identity or cannot prove his identity with a legitimate identity document;
the Customer uses identity documents that have been reported stolen in his identification;
the Customer uses disposable e-mail addresses, being e-mail addresses intended for one-time or temporary use;
the Customer’s equipment may interfere with the application;
in case of evidence or serious indications that the Customer uses the Services contrary to the Agreement, to legal or regulatory provisions, to public order or morality, or in a way that damages the proper functioning or integrity of the Services.

To the extent that the Customer has already made a payment to DigiForm, DigiForm shall, within five working days of its notification of the Customer’s refusal, refund the amounts paid by the Customer, bearing in mind that, in this case, no Agreement has yet been concluded between the parties and therefore no payment is due from the Customer.

Article 4: Content of the Services

4.1 The Customer may subscribe to the Services at the rates and conditions as described on the quotation and/or in the relevant Contract Summary.

4.2 The Agreement is concluded for a limited Volume, the price for the Volume and the corresponding price per Signed Form being indicated in the quotation/Contract Summary.

4.3 As soon as the Volume described in the Agreement is exceeded, DigiForm will invoice for each additional Signed Form, whereby these additional costs will be invoiced by DigiForm once a year (i.e. after the anniversary of the effective date of the Agreement).

4.4 The Customer can monitor its consumption in the Web Application.

4.5 From 85% volume consumption, the Customer will receive a warning about the number of forms created versus the anticipated number as described in the Agreement. As long as the Volume specified in the offer/Contract Summary has not been exceeded, the Customer has the option to adjust the Volume and pay the associated surcharge. As soon as the Volume is exceeded, the increase in the Volume and the associated tariff will only take effect from the renewal of the Agreement in accordance with Article 5.

4.6 Reducing the Volume, must be reported by the Customer no later than one month before the expiry date of the Agreement, failing which the Agreement will be extended in accordance with Article 5 with application of the then current Volume and the associated tariff.

4.7 The Customer may request support/support in the use of the application by telephone, e-mail and live chat. A credit system is used for this purpose, whereby the Customer can purchase support credits at €20 per quarter-hour excluding VAT. (cf. article 13)

Article 5: Entry into force and duration of the Agreement

5.1 The Agreement (and the associated opening of the account of the User(s)) can only come into effect after DigiForm accepts a registered order from the Customer and DigiForm receives the associated payment.

5.2 Unless another duration has been agreed in the offer/contract summary, the Agreement is concluded for a period of one year.

The Agreement between the parties will be automatically renewed at the end of each term for a period of one year each time, unless the Customer un-ticks this option in the Web Application. Insofar as the Customer has unchecked the automatic renewal of this agreement, the Customer will receive an e-mail from DigiForm no later than 30 days prior to the anticipated end of the term, informing the Customer that the agreement will not be renewed unless the option for automatic renewal is checked. If the Customer has not checked the checkbox for automatic renewal before the agreed term ends, DigiForm has the right to deny the Customer and its Users any access to the web application at the end of the term.

Article 6: Price increases

6.1 If for reasons beyond DigiForm’s control (price increases of raw materials, price increases of suppliers, …) the Price has to be increased by DigiForm, DigiForm will inform the Customer at least thirty days before the automatic renewal of the agreement in accordance with article 5.2.

If the Customer does not agree with this price increase, he/she still has the option at that time to uncheck the box for automatic renewal in accordance with article 5.2, so that the agreement between the parties will then end.

If the Customer does not react within thirty days of DigiForm’s notification to this effect, he is deemed to agree to the communicated price increase and the agreement will be automatically renewed with payment by the Customer of the new rates in accordance with article 5.2.

6.2 If the operation or organization of the Services makes it necessary, DigiForm may change the content or characteristics of its Services, insofar as this does not change essential features of the Agreement between the parties.

6.3 If DigiForm decides to stop providing a Service(s), it will notify the Customer at least three months in advance. DigiForm will not be obliged to refund the Customer any damages or any amounts already paid.

6.4 The volume of forms can be increased at any time at the request of the Customer. The increase applies immediately for the year in which the increase was purchased and for subsequent years.

Article 7: Rates and payment

7.1 The available Services and applicable rates for these Services vary according to the Volume chosen by the Customer. The rates offered for Volumes are communicated in the offer or the Contract Summary.

7.2 DigiForm’s invoices must be paid within thirty days of the invoice date, unless DigiForm expressly deviates from this.

Insofar as the Customer has given his agreement to payment by direct debit and this payment by direct debit (whether or not in the case of a new contract year) is refused – for whatever reason – the Customer undertakes to pay DigiForm’s outstanding invoices, unless otherwise stipulated on the invoice, to the following account number, whether or not by direct debit:

IBAN: BE27 7370 6160 7773
BIC: KREDBEBB

Where appropriate, the Customer shall also receive a payment request from DigiForm with a request to make payment within 30 days.

7.3 Insofar as the Customer fails to pay DigiForm’s invoices within the indicated due date, the Customer’s access to the web application shall be suspended until such time as the Customer has cleared all outstanding amounts on its behalf.

7.4 If payment is not made (or not made on time) within the indicated due date, the Customer shall be in default. From that moment, without prior notice of default, default interest of 10% per annum on the invoiced amounts shall be due. In this case, the invoice amount will also be increased by a fixed compensation of 10%, with a minimum of EUR 125.00.

7.5 DigiForm’s fees follow the fluctuations of the consumer price index (consumer price index) and may be adjusted each year on the anniversary of the entry into force of this agreement according to the formula :

new fee = basic fee x new index figure/starting index figure

The starting index number is the “consumer price index”, calculated and named for this purpose from the month prior to the month of signature of this Agreement.

The new index figure will be the “consumer price index figure” of the month preceding the anniversary of the entry into force of the Agreement.

Any increase or decrease in the fee pursuant to this article shall accrue to DigiForm by operation of law, without a reminder. DigiForm’s failure to claim an index adjustment on time does not imply a waiver of rights.

7.6 VAT and other government-imposed taxes (unless otherwise stated) are not included in the stated price.

Article 8: Suspension and termination of the Agreement

8.1 The Customer undertakes to use the Web Application with due care, in accordance with this agreement, the applicable laws and generally accepted principles on the Internet, thus in any case refraining from acts that could compromise the proper functioning of the Web Application or the integrity of the data of other Users.

The following cases – non-exhaustive – are always considered serious shortcomings on the part of the Customer:

Fraud, manipulation or any other form of abuse.
Excessive use of the Web Application without an identifiable reason.
A use of the Web Application aimed at escaping payment to DigiForm.
Non-compliance with payment obligations.
Use of the Web Application that causes damage to other Users of the Web Application.

DigiForm has the right to take all necessary and reasonable measures – including the suspension of access to the Web Application – in the event that the Customer does not behave in a prudent manner, or acts contrary to this Agreement and/or applicable legislation and/or generally accepted principles on the Internet.

In doing so, DigiForm shall, where appropriate, take measures proportionate to the established breach on the Customer’s part.

8.2 Each Party may terminate the Agreement immediately, without any term or compensation, in case of serious breach by the other Party of one of its obligations, which has not been remedied within a period of fifteen days after sending a registered reminder.

Any serious shortcoming on the part of the Customer which – without DigiForm’s intervention – may cause serious damage to the operation of the Web application, shall give DigiForm the right to terminate the Agreement with immediate effect, without being liable to pay any compensation, nor shall DigiForm be liable to make any refund.

8.3 Each Party is entitled to terminate the Agreement immediately (without term or compensation) and without prior notice in case the other Party applies for protection against its creditors, is declared bankrupt, is put into liquidation, or in case a provisional administrator, trustee, or sequestrator is appointed over the other Party.

8.4 The provisions of the present Article 8 apply in full to the Users who use the Web Application under the supervision of the Customer.

The Customer expressly undertakes to inform the Users of their rights and obligations under the present Agreement and shall ensure that the Users will also apply the provisions of the present Agreement correctly.

8.5 The application of the present article does not affect DigiForm’s right to claim full payment of all outstanding amounts.

Article 9: Liability

9.1 DigiForm shall under no circumstances be liable for indirect, indirect, economic damage or for damage to reputation or loss of profit, of opportunities to contract, etc.

9.2 DigiForm shall in no way be liable for any damage to both the Customer and Users if the Customer and/or Users use the Web Application in violation of the instructions given by DigiForm, or do not use the Web Application as a good custodian.

Violations under the aforementioned paragraph may include:

Spreading viruses on the Web Application, whether or not via the Internet, downloaded data or other applications.
The improper use of the Web Application.
The use of the Web Application for purposes other than those for which the Web Application was developed by DigiForm.

9.3 DigiForm can only be held liable for damage in case of intent or gross negligence, both when addressed on a contractual basis and when addressed on a non-contractual basis.

9.4 In case of damage resulting from violation or non-fulfilment of an obligation under the agreement, DigiForm’s liability is limited to compensating only that damage of which the Customer can prove the causal link with the violation or non-fulfilment of the agreement.

Complaints relating to damage on the part of the Customer/End-users must be reported in writing to DigiForm within 5 working days after this damage has occurred, on pain of nullity.

9.5 The limitations on damages resulting from this article also apply to DigiForm’s bodies, managerial personnel or employees, respectively, of DigiForm .

9.6 In any case, DigiForm’s liability is limited to the amounts invoiced by DigiForm. No additional compensation may be claimed from DigiForm.

Article 10: Use of the Services

10.1 The Customer may access the Services through its own created Identifiers. The Customer is obliged to take all necessary precautions to ensure the confidentiality of all Identifiers such as passwords and others (hereinafter referred to as “Identifier”) transmitted to the Customer. The Customer is responsible for any misuse or abuse resulting from the voluntary, accidental or inadvertent disclosure of these Identifiers. Any use of the Services after the introduction of the Identifiers shall be deemed to have been made by the Customer or with the Customer’s consent. The Customer who transfers, loses, copies, borrows or whose codes to access the Service are stolen shall immediately notify DigiForm.

10.2 DigiForm is not responsible for the content of the data entered in the form by the User. Neither for the lack thereof, nor for the accuracy thereof. DigiForm merely guarantees that the forms comply with the provisions of the applicable legislation.

10.3 The person completing (and signing) a form is thus responsible for the data, regardless of who entered the data.

10.4 The system is intended to be exclusively digital. The system provides to display forms as a “.pdf” file. However, this is a “copy” of the data previously entered online in the form. DigiForm is not responsible for annotations made on a paper printout. Only the data stored in DigiForm’s system is valid.

10.5 The system requires the carrier to have a location-enabled device and network to store the data correctly.

10.6 The Customer must take all necessary measures to ensure that its software is compatible with DigiForm’s software, in particular with regard to its anti-virus systems.

10.7 When using a free demo account of DigiForm, the General Terms and Conditions apply.

Article 11: Intellectual property rights

11.1 All intellectual or industrial property rights to all Services developed or made available pursuant to the Agreement, including but not limited to software, including source code, databases, equipment or other materials such as analyses, designs, documentation, reports, as well as preparatory material, belong exclusively to DigiForm or its licensors.

11.2 The Customer shall only acquire the rights of use and powers expressly granted in the offer, the Contract Summary and these General Conditions. Otherwise, the Customer shall not reproduce or make copies of the Services acquired.

11.3 The Customer is not permitted to change or remove any brand or identifying marks affixed to the Services or the Website, and/or any indications concerning copyright, trade names or other intellectual property rights, including indications concerning the confidential nature and secrecy of the software, or to change or reproduce the software or any parts thereof.

11.4 The Services may not be resold or otherwise traded, distributed, copied or made available unless DigiForm has entered into a separate Service Agreement with the Customer in this regard.

11.5 If the Customer contravenes the provisions of this article, the Customer shall be liable to pay an immediately payable fixed compensation of € 5,000 (five thousand euros) and an additional fine of € 500 (five hundred euros) per day for each day that the contravention continues, this without prejudice to the other legal remedies DigiForm has at its disposal to safeguard its interests.

Article 12: Force majeure

12.1 If DigiForm is temporarily prevented from fulfilling its obligations due to force majeure or if the performance of the delivery causes economically objectionable difficulties, DigiForm’s obligations shall be suspended.

12.2 Force majeure means circumstances that prevent fulfillment of the commitment and cannot be attributed to DigiForm. This includes: strikes and unforeseeable circumstances at suppliers or third parties DigiForm depends on.

12.3 If a force majeure situation as referred to in this article lasts longer than three months, both parties are entitled to dissolve the agreement, without any obligation to pay damages or any obligation to refund on DigiForm’s part.

Article 13: Maintenance and outages

13.1 DigiForm shall make every effort to solve any breakdowns in access to our Services and/or Website as soon as possible. Given that the software application is delivered ‘as is’ and ‘as available’, the Customer expressly acknowledges that this implies an obligation of effort on DigiForm’s part. As a consequence, DigiForm can never be held liable for damages resulting from failures, interruptions, harmful elements or defects of its Web application, regardless of the existence of force majeure or an external cause.

Software bug fixes and software updates/adjustments that require DigiForm to visit the Customer’s site are not included in the price.

An hourly rate of 100 euro/hour, excluding VAT, will be invoiced for this. Travel is charged at 0.65 euro/km excluding VAT.

Besides the system of support credits (cf. article 4.7), DigiForm also offers customized integrations via an interface if the Customer’s software is not compatible with the software offered by DigiForm. This integration and its monthly monitoring/maintenance is not included in the price and will be charged separately in accordance with the offer approved by the Customer.

13.2 DigiForm will, insofar as can reasonably be expected, make efforts to maintain the Services during 7 days a week and 24 hours a day, except for the time needed for maintenance work and breakdowns.

13.3 DigiForm shall remedy a fault in the Services as soon as possible after the fault has been reported. No guarantees can be given about turnaround times.

13.4 DigiForm will inform the Customer regarding any malfunctions that will directly affect DigiForm’s service provision to the Customer.

13.5 DigiForm will inform the Customer in advance about maintenance work on the system. An estimate will be made of the expected impact and duration.

13.6 At any time, DigiForm may perform or have maintenance performed on the Website, Services and the Services supporting them, networks, servers, etc. DigiForm will do its utmost to ensure that the Website and Services are not affected. In case of maintenance or failure, the Website or Service may be temporarily unavailable. DigiForm is not liable to the Customer for this.

Article 14: Personal data

14.1. DigiForm collects personal data for the execution of this Agreement.

The Customer gives its explicit consent for the processing of the personal data collected during activation and use of the web application, as well as confirms that it will always obtain the consent of all persons whose data are processed in the web application.

The Customer confirms that it will indemnify DigiForm for any damage DigiForm may suffer if the Customer fails to fulfil its obligations in this respect.

14.2. DigiForm will process the personal data provided only for the purpose of offering the Web application and additional services.

Under no circumstances will personal data be transferred to third parties, except if DigiForm is obliged to do so by a legal provision or a governmental decision.

In particular, the customer acknowledges that its data (including user name and password) may be processed and stored in connection with the use of the MATIS application. The Customer confirms that this is necessary to safeguard the proper performance of the Web Application.

Any processing operation concerning personal data will be in accordance with the GDPR Regulation of 27/04/2016.

14.3. The Customer is considered a data controller within the meaning of the GDPR Regulation, given that it will equally process personal data via the Web Application.

Only the Customer determines which personal data, whether from third parties or not, will be processed through the Web Application. Only the Customer is responsible for the lawful management of such personal data, including obtaining the necessary consents to do so.

DigiForm is merely a data processor with respect to the processing operations described in articles 14.1 and 14.2 of the present agreement.

Article 15: Questions, complaints and disputes

15.1 The Customer can address questions and complaints regarding the Services to DigiForm via the contact forms on the Website, whereby these complaints must be reported within 8 days after discovery thereof, failing which DigiForm shall no longer follow up on these complaints.

15.2 Any dispute concerning the Agreement, its execution or interpretation, which cannot be settled through DigiForm, belongs to the exclusive competence of the courts of Mechelen as the place where the obligation arose. Belgian law shall apply.