Citymesh Flex BV, registered in the Crossroads Bank for Enterprises under number 0650.535.151, with its registered office located at Siemenslaan 13, 8020 Oostkamp (hereinafter “CMF”), is a company specialized in the selling or rental of (temporary) digital networks, installation of cameras, digital reading and processing devices, cabling, poles and fixtures, power supplies, related hardware and software applications, and other applications provided for rental by CMF.
The Contracting Party may be any legal entity or individual that enters into a contractual relationship of any kind with CMF (the “Contracting Party”).
Article 1: Applicability
Without prejudice to the application of any special conditions included in a separate, written agreement, these general terms and conditions apply to every offer, quotation, or agreement between CMF and the Contracting Party.
Placing an order with CMF constitutes full knowledge and unconditional acceptance of CMF’s general terms and conditions, unless explicitly agreed otherwise.
The Contracting Party acknowledges being informed of the general terms and conditions and explicitly accepts their application.
The application of CMF’s general terms and conditions excludes the application of any other general or special terms and conditions of the Contracting Party.
Article 2: Goods and Services
Goods
The hardware to be rented (or purchased) includes: cameras, poles, digital reading devices, mounting materials, power supply equipment with components, computer equipment, peripherals, parts thereof, as well as other forms of equipment as described in the quotation.
The software to be rented (or purchased) includes: software in a form readable by the rented (or purchased) data processing machine (part of the hardware described above) and recorded on material readable by such a rented (or purchased) machine, the accompanying written or digital manual and documentation, including any new versions to be provided by CMF.
Services
In addition to the aforementioned goods, CMF also provides personnel/employees to the Contracting Party to operate the rented (or purchased) goods if requested by the Contracting Party and as specified in the quotation.
Article 3: Order / Agreement
CMF’s quotations to Contracting Parties are non-binding, do not bind CMF as such, and are valid for a period of 1 month after their dispatch. Unconfirmed orders from a Contracting Party do not bind CMF.
An agreement between CMF and the Contracting Party is only concluded through: (i) the signature of the agreement; or (ii) confirmation by email from a CMF manager of an order; or (iii) any other written agreement; or (iv) through the execution of the agreement by CMF.
All of CMF’s quotations are based on the information provided by the Contracting Party to CMF. Any change in the information may lead to a revision of the price.
Provisions imposed by the Contracting Party’s safety coordinator that were not known at the time of the quotation are not included in the quotation unless otherwise stated. The associated costs will therefore be charged to the Contracting Party.
CMF is entitled to have part or all of its obligations under the agreement performed by a third party under subcontract, provided that the current general terms and conditions also apply to this third party.
If the VAT rate is changed before or after partial invoicing, the price of the remaining balance to be invoiced will be adjusted in accordance with the changed VAT rate, even if a price including VAT was agreed upon.
The Contracting Party is entitled to cancel the order within five (5) working days of its confirmation, provided that a compensation of 10% of the total value is paid.
After the expiration of this period, the Contracting Party is no longer entitled to cancel the order, except upon payment of the full order value.
Article 4: Price
Unless the parties agree to a different compensation arrangement in writing, CMF will provide the rented (or purchased) goods and services at the fixed price agreed upon in the confirmed quotation between CMF and the Contracting Party.
This fixed price is based on the plans, a detailed bill of quantities, and any execution deadlines, as stated in the confirmed quotation. Any changes to the rented (or purchased) goods, ordered services, and/or additional work will be invoiced separately in accordance with the rates in effect at the time the work is ordered. The Contracting Party can request the applicable rates from CMF at any time.
CMF is entitled to request an advance payment and, in the absence of such payment, to suspend the delivery of goods and services until full payment has been made. Unless otherwise contractually stipulated, CMF will invoice the Contracting Party in installments when the total value of the Order exceeds the following amounts:
● < 7,500 EUR (excl. VAT) CAPEX – no advance invoicing – the order will be invoiced in full, in one single installmento n the day of Order confirmation.
● 7,500 – < 75,000 EUR (excl. VAT) CAPEX: advance invoice equal to 40% of the Order amount upon confirmation of the Order by the Contracting Party, the remaining amount will be invoiced upon acceptance of the project by the Contracting Party.
● 75,000 EUR (excl. VAT) CAPEX: advance invoice equal to 40% of the Order amount upon confirmation of the Order by the Contracting Party, 40% will be invoiced when the project is ready for execution, and the remaining 20% will be invoiced upon acceptance of the project by the Contracting Party or termination of the event.
All payments of invoices correctly issued by CMF to the Contracting Party under these conditions are final and non-refundable.
Invoices will be emailed in PDF format to the contact person(s) listed in the Order. The Contracting Party may explicitly request, in writing, that a copy of the invoices be sent to a physical address, without prejudice to the applicable legal requirements.
The price is in principle exclusive of VAT and any other taxes or levies related to the goods and services, including all taxes or levies that come into effect since the start date of the agreement as specified in the confirmed quotation, will be borne entirely by the Contracting Party.
Article 5: Payment
Unless otherwise stated in writing, CMF’s invoices are payable in cash, on the invoice date, and at CMF’s registered office.
Complaints regarding an invoice are only admissible if the Contracting Party notifies CMF in writing and in detail within 7 working days of the invoice date (without such notification implying any acknowledgment by CMF of the content thereof). In the absence of such notification, the invoice will be considered accepted by the Contracting Party without reservation.
If an invoice is not paid by the due date, all other non-due claims against the Contracting Party become immediately payable by law and without prior notice of default. In that case, CMF also reserves the right to suspend the execution of all current deliveries of goods and services and to reclaim any already delivered goods, all without prior notice of default and without compensation, without this suspension by CMF giving rise to compensation for any damage suffered as a result.
In the event of late payment, a conventional interest of 10% per year will be due by law and without prior notice of default.
Finally, a flat-rate conventional compensation of 10% of the outstanding invoice amount, with a minimum of 250 EURO, will also be due by law and without any additional prior notice of default.
Article 6: Term, Delivery, and Termination
The agreement commences and will end on the dates specified in the confirmed quotation.
The delivery of the agreed services will take place at the agreed time or within the agreed period and at the agreed location. If CMF does not deliver the goods in a timely manner, except in cases of force majeure and except for non-delivery caused by the Contracting Party, the Contracting Party will notify CMF by registered letter, granting a reasonable period to correct the issue. Any extra costs associated with this will be borne by CMF.
If CMF does not comply with this period, the Contracting Party is entitled to terminate the agreement in whole or in part, without CMF being liable to pay any compensation to the Contracting Party.
Agreed deadlines will, in any case, be extended in the event of delays caused by the Contracting Party and/or a third party.
If the Contracting Party causes a delay in delivery, travel costs and waiting times shall be charged at the applicable rates.
CMF has the right to terminate the agreement with the Contracting Party at any time, with immediate effect, without judicial authorization, without prior notice of default, and without payment of any compensation, in the following cases: (i) if the Contracting Party, despite written notice of default allowing 7 working days, fails to comply with one or more obligations arising from the agreement; (ii) in the event of suspension of payments by the Contracting Party; (iii) in the event of liquidation, or (the request for) bankruptcy by, or cessation of the, Contracting Party’s activities; (iv) if control over the Contracting Party changes; (v) if the Contracting Party refuses to make a prepayment as required under Article 5 of these general terms and conditions; or (vi) if CMF has reasonable grounds to doubt that the Contracting Party will fulfill its obligations towards CMF.
Specific grounds for termination by CMF, without judicial authorization, without prior notice of default, and without payment of any compensation, are:
● if any form of seizure is made on movable and/or immovable goods of the Contracting Party or on part thereof or on CMF’s goods;
● if the maintenance and/or repair costs of the goods, which are CMF’s responsibility under this agreement, turn out to be significantly worse than CMF could reasonably have expected when entering into the agreement;
● if CMF’s goods are seriously damaged or destroyed.
In the event of such termination, CMF reserves the right to claim compensation for the costs, interest, and damages suffered by CMF, and all of CMF’s claims against the Contracting Party will become immediately payable.
Article 7: Contracting Party’s Obligations
The Contracting Party shall:
● Provide water and electricity at the site;
● Cooperate in compiling a checklist listing any damage to the goods at the start and end of the agreement;
● Be responsible for all permits necessary to install and use the goods on the Contracting Party’s site;
● Ensure normal access to the site to allow the normal execution of services and delivery of goods by CMF;
● Communicate all abnormal or specific geographical conditions of the site to CMF;
● Ensure that all cameras can be installed in open areas without obstructions;
● Install barriers around the light towers if they are used for a public or crowd event;
● Use the rented (or purchased) goods at the location specified in the quotation. The rented (or purchased) goods may under no circumstances be used at other locations without prior written consent from CMF;
● Allow the installation to be inspected by certified installers appointed by CMF;
● Report any defect in the goods to CMF within 48 hours after installation;
● Report any damage, including theft, fire, or glass breakage to/of the goods, to the police and to CMF within 24 hours of the discovery;
● Cooperate with CMF in the event of an investigation or legal proceedings;
● Be solely responsible for all power points and other installation materials and their operation if no camera masts are rented (or purchased) from CMF. In such a case, the Contracting Party acknowledges and accepts that they will be solely responsible for any power issues.
Article 8: CMF’s Obligations
CMF shall:
● Provide its services according to industry standards and in line with the expectations of a professional in the sector;
● Provide its project plan and delivery of goods/services to the Contracting Party no later than 14 days after signing the agreement or starting the project;
● Provide a demonstration of the rented (or purchased) goods upon delivery;
● Make adjustments to the rented (or purchased) goods during office hours after being contacted through its service desk;
● Resolve any correctly reported defects/shortcomings in the goods within a reasonable time frame.
Article 9: Rental
All rented goods remain the property of CMF. The enjoyment of the goods is granted to the Contracting Party for the duration of the agreement.
The Contracting Party must use the rented goods as a prudent administrator and according to the purpose assigned by CMF and the agreement.
CMF remains responsible for the rented goods until they are installed on-site.
After installation, a tour and an inventory of the rented goods will be carried out to exclude any later dispute over the correct use thereof.
A checklist will also be drawn up to record any damage to and defects in the goods.
After the return of the goods, another checklist will be drawn up to determine any damage to the goods caused by the Contracting Party or third parties during the agreement.
If no checklist is drawn up at the start, the goods are presumed to be in perfect condition after installation.
Among others, articles 1729 of the Civil Code (termination of rental due to improper use by the Contracting Party), 1732 of the Civil Code (Contracting Party’s liability for damage or losses during the rental period), 1733 of the Civil Code (Contracting Party’s liability for fire), and article 1735 of the Civil Code (Contracting Party’s liability for damage or losses caused by appointees, site users, festival attendees, and other third parties granted access to the Contracting Party’s site) are fully applicable from the moment of installation.
After the installation of the goods, the risk of fire, lightning, and vandalism passes to the Contracting Party.
If the Contracting Party’s goods are seized by a bailiff, the Contracting Party must immediately inform the bailiff that the goods are not their property and must notify CMF immediately.
Article 10: Insurance
The Contracting Party is obliged to insure themselves against damage to and theft of the rented goods.
The Contracting Party further undertakes to inform their “CIVIL LIABILITY OPERATIONS” insurer of the agreement with CMF and to extend this insurance to cover the rented goods.
At CMF’s first request, the Contracting Party will provide written proof of this.
Damages incurred by CMF will be estimated (i) based on the cost of repair if possible, or (ii) based on the replacement value of the item in question.
Article 11: Intellectual Property Rights
Unless explicitly stated otherwise in writing, CMF remains the sole owner and holder of all intellectual property rights (including, but not limited to, trademark rights, copyrights and related rights, design and model rights, software rights, patent rights, etc.) related to the goods and the provision of its services.
The Contracting Party is therefore under no circumstances permitted to modify, copy, distribute, transmit, translate, display, reproduce, publish, license, transfer, or sell all or part of the works and performances referred to herein, nor to create works derived from the aforementioned elements, without the prior written consent of CMF, both during the execution of the agreement and thereafter.
The designs, images, drawings, models, texts, text proposals, concepts, etc. provided by CMF may only be used by the Contracting Party for the agreed purpose, as described in the confirmed quotation.
For any action in violation of this provision, the Contracting Party owes a flat-rate penalty of 10,000.00€ per violation, increased by 1,000.00€ per day that the violation continues after it is established and notice of default is given, without prejudice to CMF’s right to claim full compensation, proven by all legal means.
Article 12: Liability
CMF’s liability regarding the rented goods is limited to the guarantees provided by the manufacturer.
CMF’s liability is expressly excluded for:
● Damage to third parties during the rental period due to improper handling or misuse of rented goods;
● Damage caused by a power outage;
● Damage caused if electrical installations are connected to the generator that demand more power than the generator can supply;
● Damage suffered by the Contracting Party or third parties as a result of the actions or omissions of CMF’s personnel and suppliers in accordance with this agreement;
● Damage caused by the malfunctioning of chosen “wireless applications” when third parties or the Contracting Party cause, whether intentionally or not, interference with the network;
● Subsidence, damage, etc., during the delivery or collection of the rented (or purchased) goods.
Except in the case of intentional or gross negligence on the part of CMF, regardless of the nature of the damage or claim, CMF can in no event be held liable for any indirect, incidental, or consequential damages, including but not limited to (i) loss of revenue; (ii) loss of actual or expected profit; (iii) loss of contracts; (iv) loss of use of money; (v) loss of expected savings; (vi) loss of business; (vii) loss of productive time; (viii) loss of opportunities; (ix) loss of goodwill; (x) loss of reputation; or (xi) loss of, damage to, or corruption of data, whether or not such damage was foreseeable, known, expected, or in any other form.
CMF’s total liability, both contractual and non-contractual, will always be limited to the amount of the price paid by the Contracting Party to CMF that gave rise to the damage, with a maximum of 500.00€ (five hundred euros) per damage event.
The Contracting Party is liable for any damage to the goods during the entire rental period, even if the damage is caused by a third party or an unknown party.
Article 13: Force Majeure
The parties are not responsible for cases of force majeure, meaning situations that make it virtually impossible for the affected party to fulfill its obligations under the agreement. These include, among others: natural disasters, riots, war and military operations, national or local emergencies, acts or omissions of the government, economic disputes of any kind, employee actions, fire, telecommunication outages, “bugs” in third-party software, flooding, lightning, explosions, collapses, as well as any act or omission by a person or entity outside the reasonable control of that party.
If a force majeure situation persists for more than a month, the other party is entitled to terminate the agreement with immediate effect, without prior notice of default.
Article 14: Non-Solicitation
The Contracting Party will refrain from directly or indirectly soliciting CMF’s personnel during the term of the agreement and for a period of 6 months after the end of the agreement.
If the Contracting Party breaches this obligation, the Contracting Party agrees to pay CMF a flat-rate compensation of 30,000.00€ (thirty-thousand euros), without prejudice to CMF’s right to claim a higher compensation if the actual damage suffered is greater.
Article 15: Notifications
All notifications must be made in writing by registered letter with acknowledgment of receipt or by email addressed to the other party at the last known address or email address of that party.
Any notice by post is deemed to have been received two working days after it was received, if the recipient’s address is in Belgium. An email is deemed to have been received when the email can be demonstrably shown to have arrived on the recipient’s server.
Article 16: Privacy
CMF commits to complying with the applicable European and Belgian privacy legislation when providing its services to the Contracting Party.
The Contracting Party acknowledges and accepts that they are responsible for complying with the legislation concerning camera surveillance and that they will file a declaration with the Privacy Commission.
Article 17: Applicable Law and Competent Court
All disputes arising from the agreement are subject to the jurisdiction of the courts where CMF’s registered office is located, namely the courts of Brugge. Belgian law applies to all agreements between CMF and the Contracting Party and all resulting disputes.
