General conditions

General delivery and privacy conditions DEBITEURNET "MONVY" - version 1.007 November 2023

‍

1. Terms

In these general terms and conditions, the following capitalized terms shall always have the following meanings:

General Terms and Conditions: these General Terms and Conditions.
Third Parties: any other (legal) person, not being MONVY or the Client.
User: the person who wants to use or makes use of the Applications, including the Client.
Data: all information and/or data entered into the Application/Service by the Client and/or User;
Improper conduct: conduct contrary to law, public order, morality, the Agreement, these General Terms and Conditions (for example - but not limited to - conduct contrary to the rules of use or non-payment) and otherwise unbecoming conduct.
Client: the (other) party who concludes an Agreement with DEBITEURNET BV, however DEBITEURNET BV acts under its trade name MONVY.
Agreement: the Agreement; the set of agreements between MONVY and the Client to perform work, supplies and/or services.
Parties: MONVY and Client.
MONVY: MONVY is part of the private limited liability company DEBITEURNET B.V., having its registered office in Brussels and registered in the commercial register under number 0769.274.930.
Applications/Service: all possible online and offline (hard-copy) information sources, applications, services and/or products to be made available/made available by MONVY including (but not limited to) MONVY's online billing and collection system.
Website: the website of MONVY, accessible at https://www.monvy.com and also all underlying pages.

‍

2. Applicability

These General Terms and Conditions apply to all use of the Applications and the Website and all other services provided to Client by MONVY. Any terms and conditions of the Client are hereby expressly rejected.
These General Terms and Conditions may be amended and/or supplemented only by MONVY.
MONVY is entitled to amend and/or supplement these General Terms and Conditions. The most up-to-date General Terms and Conditions will be available on the Website or will be brought to the attention of Client during the use of the Applications. MONVY shall make the amended General Terms and Conditions available to Client via the Applications and/or via the Website at least three (3) months before they take effect. If the Client continues to use the Applications after these General Terms and Conditions have been amended and/or supplemented, the Client thereby irrevocably accepts the amended and/or supplemented General Terms and Conditions.
If any provision of these General Terms and Conditions proves to be void or voidable or becomes or is for any other reason invalid in whole or in part, the other provisions of the General Terms and Conditions shall remain in full force and effect. MONVY shall replace the invalid provision with a provision that is valid and whose legal effect, given the content and scope of these General Terms and Conditions, corresponds as far as possible to that of the invalid provision.

3. Using the Applications

With the aim of improving functionality, the Applications are continuously developed. MONVY has the right to frequently modify its Applications and platform, which includes in any case, but not exclusively, the extension, removal or change of functionalities, modification of the user interface and change of operation. When updates and/or changes lead to substantial changes in the user experience of Users and/or debtors, and/or actions by Users and/or debtors are necessary to continue using the Applications, MONVY will inform the Client of the changes in a timely manner and minimize any effort required by the Client.
Client will receive from MONVY only a right of use of the Applications that is non-transferable and non-exclusive.
Client and User must, at their own expense and risk, ensure the purchase and/or proper functioning of the infrastructure, proper telecommunication facilities (including Internet connection) and the most recent version(s) of the software on their hardware necessary to use the Applications. Thus, they should, among other things (but not exclusively), always download and install operating system updates.
Client remains the rightful owner of the data provided by Client for the use of the Applications. Client also remains responsible for the data it provides. MONVY shall have the right to edit, store, reproduce and remove the data supplied by Client, at least to the extent necessary to perform the Applications. MONVY shall observe the usual confidentiality in doing so.
MONVY cannot offer the same level of service of its Service and is not liable for any damage if Client or others use an operating system other than that specified by MONVY, a browser other than that specified by MONVY, soft- or hardware that is not up-to-date, or otherwise do not comply with MONVY's recommendations or instructions regarding the optimal usability of the Applications.

4. Execution of the Agreement - general

MONVY continuously monitors the functionality, availability and performance of the Applications. MONVY will use its best efforts to implement and offer the Applications with care and will do so in accordance with standards recognized within the industry. However, MONVY does not guarantee that the Applications will always function without interruptions or failures. MONVY is in no way liable or liable for damages to Client for any damage resulting from or resulting from the (temporary) unavailability or (interim) failure of the Applications, Environment or Website.
Use of the Applications does not guarantee full or partial payment of the claim by the debtor.
If a performance of MONVY is defective and has been timely reported by Client, MONVY shall re-execute or repair the defective performance as soon as reasonably possible and without defects. If it is not reasonably possible to re-execute or repair the defective performance within a reasonable period of time and without defects, MONVY shall be entitled to pay replacement compensation for this to Client up to a maximum of the invoice amount of the relevant performance for the period of one month.
MONVY is entitled to engage, for its own account and risk, auxiliary persons, including subordinates, and Third Parties for the performance of the Agreement.
If Client fails to comply with any of its obligations under the Agreement and/or these General Terms and Conditions, MONVY shall inform Client thereof and give Client a reasonable period of time to still fulfill the obligation. If Client fails to comply within the specified period, MONVY reserves the right to suspend its obligations under the Agreement. Suspension by MONVY shall include blocking access for Client and Users to the Applications.

5. Access and rules of use

On behalf of Client, User obtains access to the Applications by entering the user name and password (access data) that MONVY has registered for User. Client and User are prohibited from providing the Access Data to Third Parties for whom they are not intended.
Client is responsible for any use of the Access Data for the Applications. All actions that, for example through the access data, can be traced back to the Client, regardless of whether they were performed by the Client, persons employed by or affiliated with the Client or Third Parties, shall be attributed to the Client.
Client itself is responsible for entering the Data, the assignment and timely updating of current assignments, whether or not through an automated and/or linked system. In principle, MONVY performs assignments in an automated manner and continues to do so until Client has updated the status itself.
The Applications may not be used in violation of law, public order, morality, the Agreement, these General Terms and Conditions and the terms and rules of Third Parties on which MONVY or User depends for the use of the Applications.
User must behave as befits a good user. In particular, the following rules apply:

The Applications may not be used for billing and/or collection of non-existent, fictitious, unsound or claims arising from an obligation contrary to law, public order or morality.
If MONVY detects any Improper Behavior, by Client and/or User, MONVY will notify Client and give Client a reasonable period of time to explain the observed behavior and/or take appropriate measures to end this behavior. If the Client is unable to explain the observed behavior and/or take appropriate measures within the set period, MONVY will give one more (1x) short period to still explain the observed behavior and/or take appropriate measures to end this behavior. If Client fails to comply, MONVY shall be entitled to take appropriate and reasonable measures itself, including immediately and without further notice blocking Client's and/or User's access data, removing content and/or other data, and terminating ongoing billing and collection files. In doing so, Client and/or User may lose all his or her rights with respect to the Applications, without Client and/or User being entitled to damages or compensation. MONVY has in case of improper conduct the right, and sometimes under laws and regulations the obligation to

‍

6. Prices, payment and claimability

All prices quoted are in Euros and still to be increased by VAT, unless expressly stated otherwise in writing.
The fee for the use of the Applications will be invoiced monthly by e-mail. Client may request to receive the invoice by mail.
Client shall pay MONVY's invoices within fourteen (14) days from the date of the invoice. An invoice sent electronically shall be deemed received on the day it is sent. An invoice sent by post shall be deemed to have been received within two (2) working days after postmark if the addressee is located in the Benelux, or within five (5) working days after postmark if the addressee is located outside the Benelux.
If Client objects to an invoice, it must notify MONVY within three (3) days after the invoice date by e-mail backoffice@monvy.com Objecting to (part of) the invoice does not suspend Client's payment obligation.
If no objection is made to (part of) the invoice within the term of article 6.4, the indebtedness of the invoice amount is fixed. In the event of late payment, the Customer shall be in default. Non-timely payment shall constitute a material breach of the obligations under the Agreement.
Payments made by Client shall first serve to settle MONVY's oldest outstanding invoice, even if Client wishes to use the payment for another purpose. Client shall not be entitled to withhold or offset any amount owed by it or to suspend payment thereof.
If Client does not pay the entire invoice on time, MONVY shall send Client a reminder once (1x), in which Client is granted another payment term. If after the expiry of this payment term the (full) invoice is still not paid, MONVY will proceed to send a reminder to Client. If in response to this reminder no (timely and full) payment of the invoice takes place, MONVY shall provide Client with a final warning, with a final deadline. After expiry of this term, MONVY shall be entitled to take the measures referred to in Article 6.8.
If Client fails to pay an invoice from MONVY on time, MONVY shall be entitled to:a. claim statutory interest from Client on the amount due;b. suspend Client's access to the Service until Client has fulfilled its payment obligations, if Client has not objected to the invoice pursuant to Article 6.4 as well as gone through the process referred to in Article 6.8.
All amounts owed by Client to MONVY shall become immediately due and payable upon termination of the Agreement.
MONVY is entitled to increase prices annually based on national indexing, with a minimum of 40 days notice of price changes via email. These price changes will take effect automatically. If MONVY has not implemented an annual increase MONVY remains entitled to include it in a subsequent increase.

7. Force Majeure

A failure in the fulfillment of the obligations under the Agreement cannot be attributed to MONVY and MONVY shall not be obliged to pay any compensation if the failure is the result of force majeure pursuant to 6:75 of the Dutch Civil Code. Force majeure shall in any case include failures of suppliers of MONVY who are themselves in force majeure, electricity, internet, telephone, cable and any other connection failures, failures from excavation work other than on behalf of MONVY, government measures, regulations and strikes.
If a default in MONVY's performance of its obligations under the Agreement due to force majeure lasts longer than 14 days, either Party may terminate the Agreement, provided that it has communicated its intention to terminate at least 14 days prior to termination and MONVY has not resumed performance of the Agreement in the meantime.

8. Availability and Reliance on Third Parties.

MONVY is committed to a high level of service. MONVY continuously monitors the functionality, availability and performance of the Applications. MONVY will use its best efforts to implement and offer the Applications with care and will do so in accordance with standards recognized within the industry. However, MONVY does not guarantee that the Applications will always function without interruptions or failures. MONVY will treat all comments and remarks about the Applications seriously and implement improvements where MONVY deems it necessary. Any inaccuracies can be reported via MONVY's e-mail address known between the parties.
MONVY is entitled to take its Applications temporarily out of service, including (but not limited to) taking them offline, for maintenance, updates or for any other reason. MONVY shall endeavor to do so as much as possible outside business hours and if reasonably possible give advance notice.

9. Liability, indemnification and damages

In case of liability, MONVY shall only be liable for direct damage.
MONVY shall never be liable for indirect damages including, but not limited to, lost profits, missed savings, business interruption and damages to Third Parties, including in the case of non- or improper fulfillment of an obligation to repair.
If MONVY can be held liable, liability per event or series of events with a common cause shall in any case be limited to the amount paid out by its liability insurance for the case in question.
The liability is limited to the current net monthly compensation (the compensation in the month in which the claim occurs, as referred to in article 6 paragraph 2 of these general conditions) multiplied by 12.
All limitations or exclusions of liability in the Agreement and these Terms and Conditions shall not apply in the event that the damage is the result of intentional or deliberate recklessness on the part of MONVY or its managing subordinate(s).
Each Party shall indemnify the other Party against any Third Party claims (if any) relating to the performance of the Agreement for which the occurrence of such claim is attributable to the Party. All costs and damage on the part of the other Party as a result shall be borne in full by the Party causing the damage.

10. Intellectual property rights

The intellectual property rights to all Applications, shall remain with MONVY or with the Third Party from whom MONVY has obtained the right to make (a part of) these services or Applications available to the Client. MONVY hereby grants to Client only a right of use that is non-exclusive and non-transferable, unless expressly provided for in writing in the Agreement. MONVY guarantees to be entitled to grant this right of use.
If MONVY is held liable by a Third Party or otherwise held responsible (directly or indirectly) for claims regarding intellectual property rights related to the content, Applications, publications or other disclosures of or affiliated with the Client, the Client shall provide MONVY with all necessary assistance in and out of court.

11. Privacy and data processing

The Client, as the data controller under the laws and regulations concerning the processing of personal data (General Data Protection Regulation (AVG), Regulation (EU) 2016/679 protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC; General Data Protection Regulation: GDPR) is responsible for compliance with these laws and regulations. The responsibility for personal data processed in the context of the services provided lies with Client. Where necessary, Client will have obtained explicit consent from the natural person/third party prior to entering personal data in accordance with Article 7 AVG.
MONVY acts as a "processor" within the Agreement.
Client warrants to MONVY that the content, use and/or processing of the personal data is not unlawful and does not infringe any right of a third party, that these personal data are collected and shared lawfully, and indemnifies MONVY against any legal claim and/or penalty by a third party, on any basis whatsoever, in connection with the processing of these personal data, unless Client proves that the facts underlying the claim are attributable to MONVY.

12. Termination and Dissolution.

Client has the right to terminate the Agreement subject to 1 month's notice.
MONVY has the right to terminate the Agreement subject to 3 months' notice.
The parties have the right, in addition to the grounds mentioned in the law respectively these General Terms and Conditions and the Agreement, to dissolve the Agreement prematurely and thus extrajudicially with immediate effect, without prejudice to the right to (full) damages, if:
the other party has applied for suspension of payment, goes bankrupt or its legal entity is dissolved;
the other party ceases its business, or the business is liquidated;
the other party fails to perform any substantial obligation under this agreement and fails to cure its default within the reasonable period of at least 30 (thirty) days set for that purpose.
As soon as the Agreement ends for any reason:
Customer no longer has access to the Applications;
Customer's right to use the Applications shall terminate and Customer shall immediately cease and desist any use of the Applications;
MONVY is no longer responsible for retaining the Data. Subject to the AVG, MONVY is willing to discuss with Client the retention of the Data in the Application/Service for a limited time to be determined by MONVY after the termination of Agreement;
shall, only after full payment has been received by MONVY of all amounts owed by Client to MONVY, at the written request of Contractor, be made available to Contractor the Data by means of a download and/or by other means at MONVY's discretion. MONVY may charge Client for the costs associated with the download and/or provision of the Data.

13. Miscellaneous, applicable law and disputes

Client agrees to receive notices, newsletters, advertisements and other messages from MONVY at the e-mail address provided by Client. If Client does not wish to receive these messages, he may notify MONVY by e-mail to backoffice@monvy.com.
All notifications from Client to MONVY must be in writing and may be made by email to backoffice@monvy.com. Client has the burden of proof that an email or other written notice was received by MONVY. All notices to Client may be made by e-mail or a message in the Service.
Client may not transfer or pledge its rights and obligations under the Agreement without MONVY's written consent.
MONVY is entitled, if it has reasonable grounds to do so, including for the benefit of the continuity of MONVY's services, to transfer its rights and obligations under the Agreement to third parties, or to outsource the performance of the Agreement in whole or in part to third parties.
The Agreement, these general terms of delivery and privacy and any agreements resulting from the Agreement are governed exclusively by Belgian law.
All disputes which may arise between the parties will be settled by the court in Brussels.

14. General Privacy Conditions

If the Client and MONVY conclude or have concluded a separate (processor) agreement regarding privacy and the processing of personal data, the provisions of this separate (processor) agreement shall apply. In case of incompatibility or conflict with provisions of General Terms and Conditions, the provisions of the separate (processor) agreement shall prevail.
MONVY processes personal data within the Applications exclusively on behalf of Client. MONVY shall under no circumstances be considered responsible (within the meaning of the Wbp/AVG) for the processing of these personal data. Insofar as personal data are processed by the Client in the context of the use of the Applications, MONVY can only be regarded as a processor of personal data.
Client shall comply with all laws and regulations regarding privacy and the processing of personal data, including (but not limited to) European Regulations and the Wbp/AvG.
MONVY ensures that the processing of personal data takes place in accordance with these privacy terms.
If MONVY is held liable by a Third Party, including (but not limited to) government agencies, due to non-compliance by the Client with the Agreement, general terms and conditions or the laws and regulations in the field of privacy and the processing of personal data by the Client, or any sanction, penalty or other measure is imposed, the Client shall be obliged to indemnify MONVY and the Client shall provide MONVY with all necessary assistance in any proceedings in this regard. All costs and damages incurred on the part of MONVY as a result shall be borne in full by the Client.

15. Duration, termination and retention periods.

These privacy terms apply if Client uses MONVY's Applications.
These privacy terms apply as long as MONVY, processes personal data on behalf of Client and cannot be terminated prematurely.
MONVY may deviate from the provisions of the two preceding paragraphs insofar as a statutory retention period would apply in respect of personal data or insofar as this is necessary to prove fulfillment of its obligations to Client.
The account data and/or personal data used to keep the complete account data up to date may be kept by MONVY for a minimum of seven (7) years, or longer if the account is still activated. This does not affect MONVY's right to delete personal data that, in MONVY's opinion, are no longer relevant for the performance of the service. Furthermore, MONVY shall remove account data and/or personal data from Client within 30 days if Client requests MONVY to do so.
The Client itself is responsible for complying with the legal administration and retention obligations of the data and personal data that the Client makes available to MONVY. The Client must always have its own copy (e.g. backup) of these data and personal data available. MONVY has no responsibility in this regard and is not liable for the possible loss or inaccessibility thereof.
The agreement is for an indefinite contract period. Both parties have the right to terminate this agreement with a notice period of 1 month.

16. Subject matter, type of personal data and processing purposes

MONVY will process personal data on behalf of Client. In this context, MONVY shall process at least the following personal data of debtors and/or customers of Client:
Name, address, city, telephone number, e-mail address, salutation, debtor and billing information.
MONVY will not process the personal data for any purpose other than the processing purposes established in paragraph 3 of this article.
MONVY processes personal data for the purpose of:
To be able to come to payment of claims offered by Client through MONVY; or
In order to perform the services as agreed upon between Client and MONVY.
The personal data to be processed by MONVY on behalf of Client, obtained in any way, shall remain the property of Client and/or the person concerned.
Client shall provide MONVY with the data necessary for the performance of the tasks. Client shall provide only the (personal) data that are necessary for the performance of MONVY's tasks and may be provided by Client for that purpose.

17. Implementation of processing

MONVY is only responsible for the processing of personal data which it processes in the context of the services offered under the conditions specified in these privacy terms and conditions. MONVY is explicitly not responsible for any other processing of personal data, including the collection of personal data by the Client and/or third parties.
MONVY will not, unless it has received express prior written consent from Client and legal requirements are met, process personal data in countries outside the European Economic Area ("EEA"). Transfer of personal data to countries outside the EEA that do not have an adequate level of protection is prohibited. MONVY will immediately notify Client in writing of any planned permanent or temporary transfers of personal data to a country outside the EEA and will only implement the transfer(s) after obtaining Client's written consent.
MONVY will store and process personal data concerning Client separately from personal data it processes for itself or on behalf of third parties.
MONVY will process personal data in a proper and careful manner and in accordance with MONVY's obligations under privacy legislation, such as European Regulations, the Wbp/Avg.

18. Personal data security

MONVY applies appropriate technical and organizational security measures, which, given the current state of the art and the costs involved, correspond to the nature of the personal data to be processed, to protect the personal data against loss, unauthorized access, mutilation or unlawful processing, as well as to ensure the (timely) availability of the personal data.
The parties recognize that security requirements are constantly changing and require effective security, frequent evaluation and regular improvement of outdated security measures. MONVY will therefore continually evaluate and, if necessary, tighten, supplement or improve security measures to protect personal data in order to remain in compliance with its obligations.
MONVY does not warrant that security is effective under all circumstances.

Data breach notification requirement & monitoring 19.

In the event of a security breach and/or a data leak as referred to in the Data Breach Notification Act, MONVY shall reasonably inform Client about this as soon as possible.
The duty to report includes, in any case, reporting the fact that a leak or incident has occurred, as the (alleged) cause of the leak or incident, the as yet known and/or expected consequence and the (proposed) solution.
The Client shall, if in its judgment necessary, inform data subjects and other third parties including the Personal Data Authority about a data breach or other incidents. MONVY is not permitted to provide information about a data breach or other incidents directly to data subjects or other third parties, except to the extent MONVY is required to do so by law or has obtained consent from the Client.

20. Secrecy

All personal data that MONVY receives from Client and/or collects itself in the context of the Agreement is subject to a duty of confidentiality to third parties.
MONVY shall ensure that its personnel are bound by the duty of confidentiality contained in this article.
The duty of confidentiality does not apply insofar as the Client has given express permission to provide the information to third parties, if the provision of the information to third parties is logically necessary given the nature of the assignment provided and the implementation of these privacy terms and conditions, or if there is a legal obligation to provide the information to a third party.

21. Rights of data subjects

MONVY shall cooperate with Client to provide after approval by and on behalf of Client:
allow data subjects to access personal data concerning them in a structured, common and machine-readable form;
temporarily restrict the processing of personal data to its storage, or to the processing to which data subject consents, until Client determines that the restriction of processing should be lifted.
delete or correct personal data of data subjects;
demonstrate that personal data have been deleted or corrected if they are incorrect (or, in case Client disagrees that personal data are incorrect, record the fact that the data subject considers his/her personal data to be incorrect).
MONVY shall, to the extent reasonably possible, cooperate with Client in complying with its obligations under the Personal Data Protection Act and/or the General Data Protection Regulation (AVG) or other applicable legislation regarding the processing of personal data. The responsibility for compliance with these obligations rests entirely and exclusively with Client. The costs associated with such cooperation are not included in MONVY's agreed prices and fees and shall be borne entirely by Client.
MONVY shall further at the first request of Client as soon as possible, proceed to:
Providing in writing any necessary information that Client may require;
Correcting, supplementing, deleting or blocking personal data.

22. Engaging and sharing personal data with third parties

MONVY is entitled to engage third parties in the processing of personal data if:
MONVY has given prior written notice; or
MONVY has received approval for this from Client; or
If the use of Third Parties is logically necessary given the nature of the assignment and/or the performance of these terms and conditions.
MONVY shall ensure that the relevant third party/parties assume at least the same obligations as included for MONVY in these privacy terms.
For the proper performance of services, MONVY engages third parties and MONVY shares personal data collected on behalf of Client with at least (but not exclusively) bailiffs, hosting partners and mail processors.
Notwithstanding the previous paragraph, if the third party that MONVY wishes to engage is located outside the EEA, MONVY shall ensure that this third party ensures an adequate level of protection and security of personal data within the meaning of the Personal Data Protection Act.
MONVY is responsible to Client for the third party(ies) it engages.
In the event that the Client requests MONVY to make a specific link in a third-party system and MONVY engages a third party to do so, the provisions of this article shall not apply and the Client shall be fully liable for any damage resulting directly or indirectly therefrom.
MONVY may also provide personal data to Third Parties MONVY is required to provide the data to a Third Party pursuant to a request or an authorized order of a governmental or judicial authority or in connection with a legal obligation.