Within the context of these General Conditions, the words "you" and "your” refer to any customer ("Customer") and the latter’s appointed agents / representatives, including therein his administrative contact person, while the words "we" and "our" refer to IPOWER N.V. and its wholly-owned subsidiaries ("IPOWER N.V."). The agreement is intended to clarify our obligations vis-à-vis you and your obligations vis-à-vis us as they relate to IPOWER N.V. service(s) purchased or requested by you. Through your purchase of the IPOWER N.V. service(s), you recognize and acknowledge that we will be opening an account on your behalf with respect to the delivery of such services. When you are making use of your account or give permission for another party to use the said account for the purchase of, or access in some other way to, additional IPOWER N.V. services or for cancellation of, or modifications to, your IPOWER N.V. service(s) (even in the event that we ourselves are not being notified of such a permission), the present (adapted) General Conditions shall cover such services or actions or transactions.
In addition to the above, you recognize and acknowledge that the administrative contact person shall function as your intermediate representative for all services delivered to you, including therein (but not limited to, domain name registration services), possessed of full authorization to represent you in the matter of such said services, including therein (but not limited to) the competence to terminate such services, to transfer them (in case transfer is permissible under the terms of the Agreement), or to modify/change them, or, likewise, to purchase additional services. Acceptance of your request(s) for the performance of our services shall take place at our offices in Deurne, Belgium, unless contractually agreed to otherwise.
2. DIVERSE SERVICES
Articles 1 through 29 shall be of application to all IPOWER N.V. services requested or purchased by you. The conditions as stated in the Attachment to the present Agreement shall only be of application to customers that have proceeded to the purchase of the IPOWER N.V. services as stated in the said Attachment. In the event of contradiction(s) between the conditions in the said articles 1 through 29 and the conditions in the said Attachment, the conditions in the Attachment with reference to the IPOWER N.V. service in question shall take preference. IMPORTANT NOTICE WITH REFEREENCE TO BUNDLED SERVICES: In the event you should proceed to the purchase of IPOWER N.V. services that are sold bundled within one package, the cancellation of one segment of such services will result in the termination of all IPOWER N.V. services, at the latter’s own choice and preference. For more information on this latter point, we refer to article 10.d of the present Agreement.
3. RATES, PAYMENT AND SERVICE TERM
In exchange for the services you have purchased, you hereby agree to make payment to IPOWER N.V. at our fees valid at the time of your purchase upon receipt of the invoice submitted to you by IPOWER N.V. or by means of a standing payment order to the bank, if such an arrangement has been selected for the chosen contract. All fees shall be immediately payable and non-refundable, unless explicitly stated otherwise in the Attachment. A renewal of your services with us shall be subject to the conditions currently in force at the time of renewal, including therein, but not limited to, successful completion of the authentication procedure, and payment of all fees charged for our services and current and applicable at the time of the renewal.
Additional payment conditions may be applicable to the IPOWER N.V. services purchased by you and as stated in the Attachment to the present General Conditions. In any and all instances, you, and you alone, shall be responsible for the credit card information which you pass on to IPOWER N.V. As such, it shall be incumbent on you to inform IPOWER N.V. without any delay of any possible change (e.g., change of expiration date or of account number). In addition, you, and you alone, shall be responsible for the renewal of our services. IPOWER N.V. shall not assume any liability versus you or any third party with respect to the renewal procedure as described herein, including, but not limited to, any instance of neglect or fault committed in the renewal of the services.
You shall agree to the payment of any and all value added, sales, and sundry other taxes (other than taxes on income realized by IPOWER N.V. ) that pertain to the services rendered by IPOWER N.V. or on payments made by you under the present Conditions. All payments to IPOWER N.V. for services rendered shall be executed in the euro currency.
Payment must be made prior to the invoice’s due payment date. In the event of delay in payment, the invoice amount shall de iure and in good right and without need for a prior notice of default be increased with a fixed penalty of 15 % with a minimum of 25,00 euro and render an interest of 15% per annum.
All the order forms, invoices, reminders and all other reports are exclusively send electronic by e-mail. In case you want your invoices by post, you have to announce it in writing, and for every invoice an administrative expense of € 5 will be charged.
4. ACCURATE INFORMATION
You are herein agreed : (1) to provide truthful, current, and accurate information such as relates to yourself and as is being requested in the course of the application procedure; and, (2) in accordance with our procedures for keeping track of changes, to retain the information passed on to us at the time of your purchase of our services and to upgrade such information, with a view to maintaining all data up-to-date, complete, and accurate. We make use of such data to forward to you important information and messages regarding your account and our services.
You are agreed herein that IPOWER N.V. (directly or via its third party service providers) shall be empowered, but without any obligation attached thereto, to make changes to any address information related to your account (e.g., address of the registrant, billing address, etc.) and you are further agreed to allow IPOWER N.V. to make use of, and rely and act upon, such changed address information for what concerns all matters related to your account (including therein the sending of invoices and other important account information), as if such changes were made directly by yourself.
You shall warrant and undertake to provide us with assurances that you have informed, and have received permission from, any third party individual whose personal data you have supplied to us, and this with regard to: (i) the objectives and purpose for which the personal data of the said third party were gathered, (ii) the recipients or groups of recipients of the personal data of the said third party, (iii) which of the data of the said third party are mandatory and which data, case pertaining, are volunteered, and (iv) how the third party can gain access to and, if necessary, obtain corrections of, the data that are retained about him or her. You are further agreed herein that you shall provide any and all third parties with such notification, and obtain such permission from the latter, for what concerns all personal data of third parties that you will provide to us in the future. We ourselves shall not be held liable for the consequences resulting from failure on your part to provide notification to, or receive permission from, the said third parties in question, nor shall we assume liability for any outdated, incomplete, or inaccurate information provided by you. You are cognizant of the possible use by IPOWER N.V. of data provided by you about yourself or about third parties and, in that respect, you are authorizing IPOWER N.V. to use the data accordingly in pursuance of, and in conformity with, the Belgian Privacy Act.
You herein recognize and acknowledge that IPOWER N.V. is not herewith transferring and assigning any intellectual property rights to you and that you are not being granted either explicit or implicit rights to the services by IPOWER N.V. or the latter’s service providers, to the exclusion of the rights that have been granted explicitly within the context of these General Conditions. To the degree in which you undertake the creation of any Derivative Work (any work that is based on one or several previously existing versions of a work provided to you, such as pertains to its enhancement or modification, revision, translation, abridgment, synthesis, expansion, collection, compilation, or any other manner in which previously existing works have been remodelled, modified or adapted), such Derivative Work shall become and remain the property of IPOWER N.V. and all rights and titles to interests in Derivative Work shall automatically accrue to IPOWER N.V.. IPOWER N.V. shall be under no obligation to grant you any right(s) in and to any such Derivative Work.
IPOWER N.V. undertakes to remain in full compliance with all of its obligations imposed on it under the terms of this Agreement. IPOWER shall not intervene in any possible contractual relationships between you and the other users of the Internet.
In case you have invoices outstanding, no single form of liability can be invoked versus IPOWER N.V.
IPOWER N.V. shall not assume any kind of responsibility or liability with respect to loss or damage that might or could, either directly or indirectly, result in consequence of faults or disruptions of the apparatus operated by you or by any third party.
IPOWER N.V. shall not be held liable for the loss or destruction of the computer data on information carriers of the hardware (hard disk, CD-Rom, diskettes, etc.).
Moreover, IPOWER cannot be held to account in the event that the transmission of the data was interrupted or impeded by an occurrence happening beyond the control of IPOWER N.V. , such as an impairment or degradation of your programme or of your data storage media as a result of any kind of incident (shock, electrical overload, lightning strike, ... ), fluctuations or disruptions in the electrical power supply, defects or disruptions in the telecommunication network, access failure to the Internet, adaptation of the informatics configuration by a third party, etc. IPOWER N.V. commits to an obligation to perform to the best of its ability and not, in any event, to an obligation to produce results.
IPOWER N.V. shall only be bound to the proper execution and provision of the secured online data storage service with the proviso that you, in the first place and for the entire duration of the term of the Agreement, remain in compliance with your obligations.
In the event of default on your part to do so, IPOWER N.V. shall be entitled to consider the Agreement as cancelled or to suspend its obligations. IPOWER N.V. shall provide a simple service with regard to the storing of data and the restoration of informatics data. Consequently, IPOWER N.V. has no cognizance of the content of the informatics data over which you declare to exercise the sole responsibility.
In the event that you have a complaint related to the malfunctioning of the system, or with reference to an incidence of damage, it shall be incumbent on you to inform IPOWER N.V. accordingly via a registered letter against receipt, and this within 72 hours following the date on which you took note of the facts in question, on penalty of voidance and non-acceptance of your claim.
In the event of either direct or indirect damage suffered by you, the responsibility assumed by IPOWER N.V. for the damage in question shall remain confined within the limits that are directly related to its obligations as described in this Agreement. Vis-à-vis third parties, you yourself shall remain responsible for damage inflicted outside of the obligations and liabilities resting on IPOWER N.V.
The service provided for data storage does not preclude (if you wish to proceed as such) the need to take precautionary measures to conclude an insurance guarantee that covers the risks pertaining to informatics data, more specifically the risk of loss of informatics data.
You yourself shall be responsible for respecting the copyright and intellectual rights that are associated with images and/or logos and you undertake to make all necessary arrangements in this respect. With the present, you agree to hold IPOWER free and harmless against any third party actions as may be instituted in casu versus IPOWER.
You yourself shall assume complete responsibility with regard to the use of the website and/or of the goods provided and, in this regard, remain the sole party responsible for the correct application of the legislative provisions obtaining. In this regard, it shall be incumbent on you to abide by the regulations pertaining to commercial practices, amongst others (Law of 14 July 1991), and to remain in full compliance with the privacy and public policy and morality acts.
You are explicitly agreed herein that your failure to abide by this provision shall entitle IPOWER N.V. to consider such default sufficient ground for cancellation of its Agreement with you.
8. INDEMNITY CLAUSE
In the event that we should be threatened with a legal procedure or be the subject of a legal action instituted by a third party, it shall be incumbent on you to hold us free and harmless in such an action. We shall be entitled to participate in your defence against a third-party claim with respect to your use of the IPOWER N.V. services, and to be represented by legal counsel of our own choosing and at our own expense. You, and you alone, shall be responsible for our defence against any and all claims.
9. DURATION OF THE AGREEMENT - DISSOLUTION – RENEWAL
Irrespective of the extensions pertaining to any possible suspension of the Agreement as provided for in the Agreement between IPOWER N.V. and yourself, the present Agreement shall be concluded for an irrevocable and irreducible term of 12, 24 or 48 months, depending on the type of contract selected. Notwithstanding the above, you shall be entitled to terminate the Agreement with the proviso of settlement of a compensation that is equal to 60% of the still outstanding monthly instalment payments for the current period in progress. In all other instances of breach of the Agreement for reason of an act or action on your part, or in consequence of a breach attributable to you, it shall likewise be incumbent on you to pay to IPOWER, by way of fixed indemnity, a sum that is equal to 60% of the still outstanding monthly instalment payments for the current period in progress, irrespective of the current compensations. In the event that no termination of the Agreement is communicated by one party to the other within thirty days or three months, depending on the type of contract selected, prior to the expiration date of the Agreement in question, via a registered letter against receipt, the said Agreement shall be renewed by tacit consent, depending on the type of contract selected, for consecutive terms of three months or one year, terminable in the manner as described supra with proviso of advance notice of respectively 30 days or 3 months prior to the expiration date of the renewed period.
In all instances of termination of the present Agreement by expiration of the term or by premature termination, it shall also be incumbent on you to immediately return to IPOWER all and any hardware placed at your disposal, on penalty of a daily default sanction of 25,00 € per diem for every day of delay in the event of non-compliance on your part. In case you decide, by means of a commercial assignment, to have the present Agreement transferred to a successor approved by IPOWER N.V. , or by the party to whom the rights have been transferred or pledged, the original contracting partner, with proviso that he is without any arrears in his payments shall be released from his obligations and, consequently, also from the above-mentioned compensations. In the event that the transfer is not approved by IPOWER N.V. , or by the party to whom the rights have been transferred or pledged, you yourself shall remain responsible for full compliance with this Agreement.
In so far as the Consumer Protection Law is of application to this Agreement, such as, for instance, in the case of sales via the Internet or sales outside of the administrative establishment to a consumer who is not a merchant, this contract shall state explicitly that this Agreement is subject to cancellation within the term of 7 days.
10. REPRESENTATION AND GUARANTIES
You are herein agreed and guarantee that : (i) neither your registration nor the use of any of the IPOWER N.V. services, nor the manner in which you intend to utilize such IPOWER N.V. services, do, either directly or indirectly, constitute a violation of the legal rights of a third party, (ii) you hold and possess the required competence and authorization with respect to the fulfilment of all of the present General Conditions and the implementation of all obligations as mentioned herein, (iii) you have arranged for the institution of the necessary security options with respect to your domain registration file, (iv) you are of legal age to conclude Agreements and (iv) you agree to abide by all applicable laws and regulations.
11. ACCESS TO THE ACCOUNT
To be granted access to the IPOWER N.V. services, or with a view to a modification/change of your account, you may be asked to establish an account and obtain a login name, an account number, password and/or pass phrase. You shall empower us to process all transactions executed on your account via the use of that login name and account number, that password or pass phrase. You, and you alone, shall be responsible for maintaining the confidentiality of your login name, the account number, the password, or the pass phrase. It shall be incumbent on you to inform us immediately of any non-authorized use of your login name, account number, the password, or the pass phrase. Furthermore, you shall be responsible for all non-authorized activities, charges and/or liabilities forthflowing from the use of your name, account number, the password, or the pass phrase. In no event are we to be held liable for unauthorized use or wrongful use of your login name, account number, the password, or the pass phrase, or the option concerning security authentication.
You are agreed that, if your agent (for instance, you administrative contact person, Internet Service Provider, employee) purchased our service(s) in your name and on your behalf, you are nonetheless bound as principal by all terms and conditions herein, including the stipulations pertaining to domain name disputes. Your continued use of our services shall ratify any unauthorized actions by your agent. By using your login name, account number or password, or other actions allegedly conducted in your name, your agent shall confirm that he or she has been authorized to have recourse to our services on your behalf, that he or she is authorized to commit you to the terms of these general conditions, that he or she has informed you of the terms of these conditions, and that he or she has been authorized to act accordingly on your behalf. In addition, you shall be liable for any possible errors committed by your agent.
13. RIGHT OF REFUSAL
We reserve the right to refuse registration of the domain name as chosen by you, or to register you for other IPOWER N.V. services, or to delete your chosen domain name within the initial thirty (30) calendar days from receipt of your payment for such services. In the event that we refuse to register your chosen domain name or register you for other IPOWER N.V. services, or if we delete your chosen domain name or other IPOWER N.V. services within the said period of thirty (30) days, we shall agree to refund to you any applicable subscription fees you may have paid to us. You are agreed herein that we shall not be held liable to you for loss or damage that could or might result from our refusal to register your chosen domain name, deletion of your chosen domain name, or refusal to register you for other IPOWER N.V. services.
14. NOTIFICATIONS AND ANNOUNCEMENTS
Barring any notice to the contrary herein, all notifications to IPOWER N.V., unless otherwise provided for contractually, shall be submitted in writing, addressed to IPOWER N.V., for the attention of: Legal Department, B2100 Deurne, Belgium. With respect to the implementation of the present Agreement, both parties elect domicile at the address of their registered offices or of their respective establishment as stated in the present Agreement. No change of address of the subscriber shall be valid if we were not duly informed of such a change by registered letter, unless where otherwise mutually agreed to by the said parties.
You are agreed herein that the entirety of the present General Conditions is divisible into individual constituent parts. In the event that any condition is declared to be invalid or non-enforceable, either wholly or in part, that condition shall not affect the remainder of the present General Conditions.
16. ENTIRE AGREEMENT
You are agreed herein that the present General Conditions and the provisions and codes of conduct that govern our practices and are contained therein, or to which reference is made, constitute legal commitments for the parties and shall supersede and replace all prior agreements and understandings, both in written form and verbally, established by custom and general practice, policy or precedent, with respect to the subject of the present General Conditions, including therein, but not limited to, any purchase order placed by you for provision of the Services.
17. ASSIGNMENT AND RESALE
Barring notification to the contrary herein, your rights under this Agreement shall be neither assignable nor subject to being transferred. Any attempt by your creditors to secure an interest in the rights that are part of these conditions, via attachment, collection, or otherwise, shall nullify and void the present conditions as well as any and all possible Agreements between the parties. You are agreed not to resell any of our Services without prior explicit written consent from IPower N.V.
18. APPLICABLE LAW
You recognize and acknowledge explicitly that the competence to hear and entertain all disputes concerning the interpretation or the implementation of these General Conditions and of the Agreements validly concluded between said parties shall rest with the Courts of Antwerp. Parties are agreed that they opt for the application of Belgian law for what concerns any and all conflicts and interpretations that may arise as a result of the present Agreement.
19. EXPORT RESTRICTIONS
You recognize, acknowledge, and agree, irrespective of the provisions in article 7 herein, that you are not, and shall not be, engaged in the import, export, re-import, either directly or indirectly, of any product, including therein your products incorporating IPOWER N.V. services, or to make use thereof, such as may constitute a violation of the laws and provisions of any and all jurisdictions as obtains in casu.
OF APPLICATION TO REGISTRANTS OF DOMAIN NAMES
1. Security. IPOWER N.V. does not undertake the security of your domain name registration files and you personally shall assume all of the risks pertaining to the impairment and degradation of the security option as selected by you, resulting from fraudulent, unauthorized, or illegal activities.
2. Disclosure by IPOWER N.V. of Certain Information. In keeping with the requirements of our code of conduct and professional practices with respect to privacy, and in order to allow us to remain in full compliance with the current rules and codes of conduct governing the domain name system, you herewith authorize IPOWER N.V. to disclose to third parties, via a publicly accessible registration databank, the following mandatory information which is incumbent on you to provide when registering or reserving a domain name : (i) the domain name(s) registered by you; (ii) your name and postal address; (iii) the name(s), address(es), e-mail address(es) telephone number(s) and possible fax number(s) of the technical and administrative contact persons for your domain name(s); (iv) the Internet protocol numbers of the primary name server and the secondary name server for such domain name(s); (v) the corresponding names of such name servers; (vi) the original creation date of the registration; and (vii) the expiration date of the registration. As are all accredited domain name registrars, we are required to make this information available in bulk form to third parties who agree not to use such information to (a) allow, enable, or otherwise support the transmission of unsolicited bulk volume mail, commercial advertising, or solicitations via the telephone, fax, or e-mail (spam) and (b) to enable high volume, automated, electronic processes that are using our domain name registration systems
3. Code of conduct with respect to domain name disputes. In case you registered a domain name through our services, you agree to be bound by our current code of conduct as it pertains to domain name disputes and which is contained herein and which by referral constitutes an integral part of the present General Conditions.
4. You agree that, if your use of our domain name registration services is being challenged by a third party, you shall be subject to the conditions valid at that moment. For what concerns any dispute with, or challenge by, a third party with respect to, or arising from, your use of a domain name registered with us or your use of our domain name registration services, you are agreed to submit the said dispute to the jurisdiction of the competent courts of Antwerp. In the event of a domain name dispute with a third party, you are agreed to keep us free and harmless, in accordance with the present conditions as stated infra. If we are being notified of a complaint filed with a judicial or administrative body pertaining to your use of our domain name registration services, you are herein agreed not to make any changes to your domain name registration file without our prior agreement. It is possible that we shall not allow you to make changes to such a domain name file until (i) we are mandated to do so by the judicial or administrative body in question, or (ii) we are being informed by you and by the other party who is contesting your registration and use of our domain name registration services, that the dispute has been settled. You shall further agree that, in the event you become subject to a litigious action in the matter of your registration and your use of our domain name registration services, we shall be entitled to deposit your domain name file with the registry offices of the judicial body, and this by providing a party with a registrar’s certificate issued by us. You further agree to our intention and intent to remain in full compliance with all domestic or international court orders such as may be issued against you and/or the domain name registration.
5. No Guaranty. You are agreed that, on registration of your domain name, such a registration shall not hold you free and harmless against objections to the registration or your use of your domain name.
6. Revocation. You are herein agreed that we shall be entitled to suspend, cancel, or transfer your services, including therein, but not limited to, the domain name registration services, and this with a view to: (i) the correction of errors on our part, on the part of any other registrar or of a registering authority on registration of your chosen domain name, or (ii) the resolution of a dispute in accordance with our code of conduct regarding the processing of disputes in the matter of domain names.