General
Terms
and
Conditions
IDRO - General Terms and Conditions
These General Terms and Conditions or Terms of Use (hereafter the “Terms” or the “Agreement”) cover the purchase of goods and services of IDRO (hereafter the “Deliveries”) and the use and access by every client (whether an individual client or an organisation) (hereafter a “Client”) of the IDRO application (hereafter the “Application”).
DEFINITIONS: As used in these Terms, the following terms shall have the meanings set forth below. Capitalised terms used and not defined herein shall have the meanings given them elsewhere in these Terms.
“Terms” shall mean these general terms and conditions. By his mere agreement to the contract, the Client accepts the validity of these Terms, both for present and future business. Each order from the Client to IDRO implies for the Client an unconditional, exclusive recognition of these Terms notwithstanding any contradictory provision in the conditions of the Client, of whatever nature. Different conditions, agreements or modalities are only valid after explicit and written acceptance by IDRO.
“Agreement” shall mean the by the Client placed order, whether or not pursuant to a quotation submitted by IDRO.
“License” shall mean the license to the Application and its underlying software as described in article 1 of these Terms.
“Party” or “Parties” shall mean IDRO and the Client(s).
“IDRO” shall mean IDRO BV, a company registered with the Belgian Crossroads Bank for Enterprises under the enterprise number 0748.378.754, with its registered address at 1000 Brussels, Waterloolaan 65, Belgium.
“Client” shall mean the individual client or organisation that effectively purchases the Deliveries.
AGREEMENT. The Parties hereby agree as follows:
1. CONCLUSION OF AGREEMENT. The Client places an order (either electronically or not) or requests IDRO to make an offer and will, in case the order is placed electronically, also be bound to this from the moment that IDRO explicitly confirms the receipt of the acceptance by the Client.
2. PAYMENT. The purchase price is due at the moment that the Client places an order with IDRO (either electronically or not). At the moment of placing the order, the Client will also receive (electronically or otherwise) the invoice.
The price quotation is inclusive of VAT and is always given in euros. All other levies and taxes are always at the expense of the Client.
The price includes the cost of packaging and, if applicable, transport insurance, unless expressly agreed otherwise.
Unilateral price adjustments are possible in case of, among other things, changes in the prices of raw materials or the prices of suppliers. Other price adjustments are only possible with the written agreement of both parties.
In case of non-timely payment by the Client, the outstanding amount will be increased from the due date by operation of law and without prior notice of default with interest for delay equal to the legal interest rate and a fixed compensation of 10% on the invoice amount. Every non-payment results in the claimability of the entire outstanding debt.
For consumers, the legal interest rate applies. For companies, the interest rate from the Belgian Act on Late Payments in Commercial Transactions of August 2nd 2002 applies.
3. DELIVERY. The delivery shall take place within the delivery periods stated for in the Agreement.
The delivery is strictly limited to the Deliveries, as described in the Agreement.
These terms are purely indicative and non-binding for IDRO and are subject to all unforeseen circumstances that arise beyond the control of IDRO and the situations and events as set out in article 5 of these Terms.
Within 8 calendar days of the arrival of the IDRO system, the Buyer must inspect the IDRO system and report any complaints in writing to the Seller.
In case of contradictory non-conformity or damage, the Seller shall replace the defective IDRO system within 20 calendar days.
4. RIGHT OF WTIHDRAWAL. Insofar as applicable, the Client-consumer has the option of dissolving the contract, without giving reasons, within the period of fourteen (14) calendar days. This period commences on the day the order is placed.
To exercise the right of withdrawal, the Client shall notify IDRO by an unequivocally formulated statement via e-mail to the e-mail address: getmeouttahere@idro.world.
In the event that the Client cancels the Agreement, IDRO will refund the Client the payment received for the purchase of the Deliveries without delay and within a maximum of fourteen (14) calendar days from the date of receipt of the request for cancellation. No costs shall be charged to the Client in the event of reimbursement.
The Client shall bear all costs for the return of the Deliveries. The Client is to return the Deliveries immediately and in any case within a period of maximum fourteen (14) calendar days from the day he informs IDRO about the summons. The deadline is deemed to have been observed if the Client sends the Deliveries back before the expiry of the period of fourteen (14) calendar days.
IDRO reserves the right to refuse to accept the returned Deliveries, if the Deliveries have already been used by the Client, or if they are damaged.
​
5. UNFORESEEABLE CIRCUMSTANCES. All circumstances that were reasonably unforeseeable and unavoidable at the moment of the order, and that would make the complete or partial execution of the Agreement financially or otherwise impossible, will be considered as unforeseen circumstances and give IDRO the right to revise the Agreement, if necessary to dissolve it.
Unforeseen circumstances as mentioned above include, but are not limited to: pandemics, war, production stop, production reduction, strike, damage to the production installations, non-delivery, late or incorrect delivery by suppliers of IDRO, government measures and other unforeseen circumstances of similar nature or all consequences of such events and situations.
When these circumstances cause a delay of the delivery, or make the delivery impossible, IDRO has the right to either suspend the delivery, or to renounce the Agreement, or to change the order in such a way that its execution becomes reasonably possible, without the Client being able to claim any compensation for the delay, or for any damage resulting from this delay.
In case of unforeseen circumstances, IDRO is not obliged to compensate any damage resulting from this.
6. RETENTION OF TITLE. All Deliveries remain, even after delivery, the exclusive property of IDRO until full payment of the invoice, or other claims from current accounts, and any costs, interests or damages by the Client.
Until then, the Client is only the holder of the delivered goods. This means that the Client may not dispose of the Deliveries that have not yet been paid for (in full) in any way whatsoever, and in particular may not pledge them or transfer their ownership to third parties.
​
7. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights (such as but not limited to copyrights, database rights, patents, trademarks, trade names, logos, domain names and derivative rights) relating to the Deliveries and the Application (including new developments and including underlying software) (hereafter also the “Intellectual Property Rights” or the “IP Rights”) are and will remain the exclusive property of IDRO, worldwide.
8. WARRANTIES. IDRO warrants to the Client that the Deliveries are suitable for the use for which they are intended and comply with the mandatory standards applicable to the IDRO system. IDRO does not provide the Client with any other warranties with respect to the IDRO system.
The liability of IDRO is limited to the repair or replacement of the delivered IDRO system. IDRO can never be held liable for any indirect or consequential loss, including loss of use or loss of profits. The liability of IDRO will in any case be limited to the price of the order in which the damage was caused, whatever the cause, nature or object of the claim that seeks to undermine the liability of IDRO. The liability with respect to the delivered IDRO system is limited to the guarantee provided by the manufacturer.
IDRO uses commercially reasonable efforts to develop the Application (including updates). Except for any express warranty set forth herein, the Application and the License are provided on an “as is” and “as available” basis. IDRO expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose. IDRO makes no warranty that the Application will be uninterrupted, timely, secure or error free. IDRO has no responsibility or liability for the deletion, corruption or failure to store any communication, messages or other content maintained or transmitted by the Application or the Service. The Parties acknowledge that the security of transmissions over the internet cannot always be guaranteed and that IDRO will not be responsible for the Client’s access to the internet, for any interception or interruption of any communications through the internet, or for changes to or losses of data through the internet. In order to protect the Client, the Client’s data, or other clients, IDRO may suspend the Client’s use of the Application or the License via the internet immediately, without notice, if any breach of security is suspected.
9. LICENSE. Subject to these Terms, IDRO provides a non-exclusive license to the Client to access and use the Application and its underlying software with the sole purpose of testing the capabilities and functionalities of Application.
The Client does not have the right to transfer or assign the License, access rights to the Application to other parties or to grant sublicenses to other parties. The Client does not have the right to decompile, disassemble, "reverse-engineer" or otherwise (attempt to) derive the source code or the object code of the Application or its underlying software. The Client shall not use the Application or the underlying source code or object code to develop, create or build software or applications for other Applications, systems, programs or services that may compete directly or indirectly with the Application (including new developments to the Application).
The Client is responsible for providing all equipment, devices and licenses necessary for it to access and use the Application, including its own computer equipment or other devices, and its own internet access. The Client shall ensure that its equipment, devices and licences are fit for using the Application and do not disturb or interfere with the operation of the Application. If any update of the Application requires changes in the Client’s equipment, devices or software, the Client must implement these changes at their own responsibility and expense.
10. CONDUCT OF CLIENTS (AND ITS END-CLIENTS). The Client is solely responsible for its access and use of the Application. The Client agrees that it is solely responsible for all individual End-Clients who access and/or use the Application through the Client’s account. IDRO reserves the right to take any action with respect to the Application that it deems necessary or appropriate in its sole discretion if IDRO believes a Client may create liability for IDRO, compromise or disrupt the Application for other Clients.
The Client agrees: (a) to comply with all applicable laws (including Belgian law) regarding the Application/Services; and (b) not to use the Application/Services to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity, privacy or data protection.
11. SECURITY, PRIVACY AND DATA PROTECTION. IDRO collects all data necessary to perform the Agreement, including the Client's name, address, telephone numbers, email address, and any other information about the Client. IDRO does not pass on this data to third parties and consequently acts as Processor and Processing Controller within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC and the Law of 30 July 2018 on the protection of individuals with regard to the processing of personal data.
The Client has the following rights: the right of access, the right of correction, the right of erasure, the right of restriction of processing, the right of transferability of personal data, the right of objection and the right not to be subjected to automated decision-making. The Client may at any time invoke the aforementioned rights, in which case it will suffice to contact IDRO at IDRO Customer Care [cc@idro.world].
If there are any complaints regarding the processing of the Client's personal data, the latter may contact IDRO or lodge a complaint with the Data Protection Authority [Drukpersstraat 35, 1000 Brussel | +32 (0)2 274 48 00 | +32 (0)2 274 48 35 | contact@apd-gba.be].
12. GOVERNING LAW AND JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of Belgium. Both Parties agree that any cause of action relating to this Agreement shall be brought exclusively before the courts of Antwerp (Antwerp division).