Site Terms and Conditions
INCLUDING PRIVACY TERMS, DISCLAIMER AND LIMITATION OF LIABILITY
Miranel BVBA is, a limited liability company organised and existing under the laws of Belgium under number BE 0867.826.138 (“Miranel”) which provides certain information on the website located at the domain name www.koininternational.com and which includes an internet based sales system (“Sales Platform”) on the website which is utilised for the sale of the Goods (“Website”). These terms and conditions (“Terms”) govern your use as a User (“User”) of the Website. By accessing and using the Website, the User agrees to be bound by the Terms set out in this legal notice. If the User does not wish to be bound by these Terms, the User may not access, display, use, download, or otherwise copy or distribute Content obtained at the Website.
The User acknowledges and accepts that it is responsible for the actions and omissions performed by any Person making use of the Website on behalf of the User or otherwise via the User’s Means of Access to the Website. The User shall procure that such Persons comply with these Terms. Furthermore, such Persons shall for the purposes hereof be included in the definition of “User”.
The User warrants that the Website is and will be used in accordance with these Terms, the Applicable Laws and without breach of the rights of third parties. Neither Buyer nor the Users are permitted to make modifications to the Sales Platform.
Miranel may, from time to time, offer certain services via the Website which are subject to payment of the applicable fees by the User, and/or require payment of a fee by User for existing services. The applicable fees shall be indicated on the Website and may vary from time to time. The User shall be solely responsible to verify the applicable fees each time the User accesses and uses the Website.
AMENDMENT OF THESE TERMS
Miranel may change, modify, add to or remove from portions or the whole of these Terms. Changes to these Terms will become effective when the changes are posted to the Website. Miranel will notify the User of the changes via email or by posting a prominent notice on the Website. The User’s continued use of this Website following the posting of changes or updates will be considered notice of the User’s acceptance of these Terms, including any changes or updates.
COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
Miranel provides certain information on the Website. Content displayed on the Website is provided by Miranel, its affiliates or subsidiary, or any other third party owners of the content (“Content”). All the proprietary works, industrial property rights, know-how and the compilation of the proprietary works, belong to the Miranel, its affiliates or subsidiaries and inter-related entities, or any third party owners of the rights and its affiliates, subsidiaries and inter-related entities (“collectively the Owners”). Reference to Miranel in these Terms shall include reference to the Owners wherever appropriate.
Miranel grants the User, a non-exclusive, non-transferable, limited and revocable (reversible) right to access, use and download and future Content for its own and admissible professional purposes only in utilising the services and purchasing the goods sold on the Website and further in accordance with these Terms. The Website and the Content may not be reproduced or otherwise exploited for any commercial purpose without the express prior written consent of Miranel. The license does not allow the User to collect product or service listings, descriptions or other information displayed here, and does not allow any derivative (copied or derived) use of this Website or the Content for the benefit of another Person. The User may not frame the Website or the Content without the express written consent of Miranel. Any unauthorised use terminates this license.
Miranel does not offer products or services to Persons under the age of 18 and reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
The User shall take all necessary measures to protect and ensure that Miranel's intellectual and industrial property rights are protected.
Without prejudice to the rights the User under the Applicable Laws relating to the protection of computer programs of which cannot be contractually deviated, the User may not:
modify, translate or adapt the Website in any way;
decompile or disassemble the Website in any way;
copy the Website in any way;
pass on, dispose of, grant as a sub-license, lease, lend or distribute the Website or documentation in any way to third parties;
create any product or service substantially similar to the Website; or
copy any ideas, characteristics and/or functions of the Website.
MEANS OF ACCESS
The registration logon details including username and password (“Means of Access”) is supplied to a User in the sole discretion of Miranel. The Means of Access are strictly personal and the User is responsible for the safeguarding, confidentiality, security of the same. The User undertakes to take all steps to prevent any unauthorised third party from gaining knowledge and making use thereof.
The User shall not transfer or sell any Means of Access to any third party, except Users who are duly authorised to act on its behalf.
The User will notify Miranel immediately by email or fax of the loss, theft, breach of confidentiality or any risk of misuse of the Means of Access. The User is fully and unconditionally responsible for any use of the Website; any transactions entered into; and any detrimental consequences that may arise directly or indirectly therefrom.
Miranel may in its sole discretion and for whatever reason, without prior notice, suspend access to the Website.
Miranel reserves the right to refuse access to a User using Means of Access when a session is already open on another computer where another User is using the same Means of Access.
The User acknowledges and agrees that Miranel reserves the right to suspend and permanently block the User’s access to the Website for any reason including without limitation:
in case of actual or reasonably suspected breach by the User of these Terms;
in case of an attack on the Website or any of its related ancillary telecommunication equipment, internet connections, operating systems and internet browsers;
if legally required by Applicable Law;
so as to avoid or mitigate any detrimental impact on Miranel, or any User;
in case of breach by the User of these Terms;
in case of fraudulent practices by the User; and
for purposes of Website maintenance.
To the extent permitted by law, the Website and the Content, are provided on an “as is where is” basis, and may include inaccuracies or typographical errors and Miranel and its suppliers, employees, directors partners, affiliates and agents will not be liable for any damage, or loss or liability of any nature incurred by whoever as a result of any action or omission. Miranel makes no warranty or representation as to the availability, accuracy or completeness of the Content, or any third-party content accessible via an Internet link.
Miranel shall not be held responsible for any damage of any kind, related to the use of, or the inability to access or use the Content or the Website or any functionality, or of any linked website to the extent permissible by law. Miranel does not warrant or guarantee uninterrupted or error free use of the Website. The User acknowledges that due its online nature it is not possible to avail the same error free and uninterrupted.
In the event that any links (“External Links”) to other third party websites (“External Sites”) are posted by Miranel on the Website such External Links posted for the User’s ease of use. Miranel shall have no liability whatsoever to:
conduct a due diligence in respect of the External Sites or External Links; or
make any representations or warranties in respect of the External Sites and External Links.
In the event a User accesses an External Site from the Website the User does so entirely at its own risk.
USER WARRANTY, INDEMNITY AND LAIBILITY
The User warrants that:
it will not to use, the Website to:
download, send, or disseminate data containing viruses, worms, spyware, malware or any other similar malicious programs,
carry out any calculations, operations or transactions that may interrupt, destroy or restrict the functionality of the operation of the Website or any program, computer or means of telecommunications, and
submit any information or materials which infringe third party rights, are libellous, obscene, threatening or otherwise unlawful; and
it is responsible for the choice, purchase and operation of the hardware, software and/or telecommunication services required to connect with and to use the Website. Such hardware, software and/or telecommunication services need to meet the minimum requirements as may be specified from time to time on the Website. The User is responsible for the installation and related costs of purchasing and/or licensing such hardware, software and/or telecommunication services. Miranel is not liable for hardware, software, products and services of third parties, such as telecommunication equipment, internet connections, operating systems and internet browsers.
The User hereby indemnifies Miranel, the Owners, their directors, employees, sub-contractors, representatives and consultants (collectively the “Indemnified Person/s”, or where the context requires, any of them), hereby agreeing to hold the Indemnified Persons harmless on first written demand against any liability arising from any and all legal process, claims, demands, proceedings or judgements (collectively “claims”) and any and all losses, liabilities, damages costs, charges and expenses (collectively “losses”) which an Indemnified Person may incur or suffer as a result of any claim or losses of whatsoever nature and in whichever jurisdiction, which may be instituted, made or alleged against, or suffered or incurred by an Indemnified Person and relate to or arise from, directly or indirectly, their Use of the Website including:
a breach of the warranties and undertaking given at clause 6.1hereof;
any information submitted through the User's access to the Website, or otherwise (including information submitted erroneously, or which should have not been submitted); and/or the actions of any third party who gains access to or otherwise makes use of the Website through the User's Means of Access;
the use or loss of the User’s Means of Access details;
modifications made to the Website;
use of the Website in a manner that does not correspond with these Terms;
any suspended, refused or permanently blocked Means of Access as contemplated in clauses 4.3, 4.4 and 4.6; or
any exercise by Miranel of its discretionary decision making under these Terms.
Neither Miranel nor any of the Indemnified Persons shall be liable to any Person (including the User) in any way whether in contract, delict (including negligence), breach of statutory duty or otherwise for:
any technical or other malfunctions of the operation, functionally, availability, connection or communication with the Website;
any loss of whatsoever nature arising by reason of a User failing to participate in any Sale, regardless of the cause of such failure, including where caused by negligence or default of Miranel or the Indemnified Persons;
any pure economic loss, loss of income or profits, contracts or business opportunities or any anticipated savings (whether direct or indirect) or any loss of goodwill or reputation, any cost of procurement of substitute products or services, or any indirect, incidental, punitive, or consequential damages or loss of any kind whatsoever that may be suffered or incurred by such Person directly or indirectly arising out of these Terms; or
any loss or damage suffered by a User whilst in the Viewing Office,
whether the Indemnified Persons were made aware of or should have been aware of any such loss or damage or not.
Any liability which may be proven against Miranel howsoever caused in respect of any matters arising at any time in connection with these Terms shall not in aggregate, exceed a total of USD 10’000 (TEN THOUSAND UNITED STATES DOLLARS).
Miranel will not sell or hire out the User’s personal data to third parties for marketing purposes. Miranel uses this information solely and exclusively in the manner described in these Terms.
The Belgian law of 8 December 1992 on the protection of privacy gives all Users the right to consult and correct their personal data. Pursuant to a special request by the User to this end, all his/her data will be removed from the Miranel databases.
As soon as a User registers and supplies his/her personal data, the User is no longer anonymous to Miranel. Miranel may request a User to provide contact and identification details, invoicing details and other personal data on the various forms spread over the website.
Where possible, Miranel indicates what fields compulsorily have to be filled in and what fields are optional. The User may at any time elect not to supply information and opt not to use the Website or any services thereon including but not limited to the Sales Platform.
A registered User of the Website and Sales Platform agrees to receive of newsletters and updates from Miranel. The User may at any time opt no longer to form part of Miranel’s mailing list by email@example.com.
Miranel automatically traces certain information on the basis of User behaviour on the Website. Miranel uses this information for internal research into the demographic data of the Website users, their interests and behaviour, in order to gain a better understanding of the Website use and to be able to provide a better service.
Subject to the privacy provisions of these Terms and the Applicable Laws, any material or information a User supplies shall be considered non-proprietary and not confidential.
More information on data protection legislation in Belgium is available on the website of the by the Belgian Commission for the Protection of Privacy, Porte de Hal/Hallepoort, 5-8, 1060 Brussels, www.privacycommission.be.
INTERPRETATION AND DEFINITIONS
In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –
“Applicable Laws” means, in relation to any relevant jurisdiction, the common law and statutory law applicable in such jurisdiction, including any present or future constitution, decree, judgment, legislation, measure, requirement, order, ordinance, regulation, statute, treaty, directive, rule, guideline, practice, concession, or request issued by any relevant authority, governmental body, agency or department or any central bank or other fiscal, monetary, regulatory, self-regulatory or other authority or agency; and
"Person" means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.
In these Terms –
clause headings and the heading of these Terms are for convenience only and are not to be used in its interpretation;
an expression which denotes –
any gender includes the other genders;
a natural Person includes a juristic Person and vice versa;
the singular includes the plural and vice versa;
the words "include" and "including" mean "include without limitation" and "including without limitation". The use of the words "include" and "including" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it;
the words "shall" and "will" and "must" used in the context of any obligation or restriction imposed have the same meaning;
words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout these Terms; and
where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.
Applicable law and jurisdiction
These Terms will in all respects be governed by and construed under the laws of Belgium and the Antwerp courts shall have competency.
These Terms constitute the whole of the agreement between Miranel and the User relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of these Terms not incorporated in these Terms shall be binding on Miranel.
No latitude, extension of time or other indulgence which may be given or allowed by Miranel to the User in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right by Miranel arising from these Terms and no single or partial exercise of any right by Miranel under these Terms shall in any circumstances be construed to be an implied consent or election by Miranel or operate as a waiver or a novation of or otherwise affect any of Miranel's rights in terms of or arising from these Terms or estop or preclude any such Miranel from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of Miranel in exercising any right, power or privilege under these Terms will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
All provisions and the various clauses of these Terms are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of these Terms which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as if it had not been written and the remaining provisions and clauses of these Terms shall remain of full force and effect.
Rule of Construction
The rule of construction that these Terms shall be interpreted against the Party responsible for the drafting of these Terms, shall not apply.