Term & Conditions

PREAMBLE

The company BLUBYTE N.V./S.A. (hereinafter the “Service Provider”), registered in the Belgium, Hasselt Commercial Register under number BE1020.546.007, with its registered office at Hendrik van Veldekesingel 150   bus 87, 3500 Hasselt, specialises in information technology, managed services and platform development.  By accepting a Purchase Order and after becoming acquainted with the services offered by the Service Provider and being assured of their appropriateness to its needs, the Client accepts these General Terms and Conditions (hereinafter GT&C) which govern all orders placed with the Service Provider.

ARTICLE 1: DEFINITIONS

Terms beginning with a capital letter in the GT&C, whether used in the singular or the plural, will have the meaning given to them hereafter.

Purchase Order:
means the document issued by the Service Provider to confirm the Client's order following acceptance of the Offer by the Client.

Client:
means the legal entity that orders the Services from the Service Provider.

Contract:
means the set of contractual documents including the GT&C, the Purchase Order, the Offer and/or the Special Terms and Conditions, where applicable.

The Client’s IT Environment:
means the IT environment being all the hardware, license, software on the site or in the cloud that the Client owns or operates.

Day:
means any day in the calendar year including public holidays, from 1 January to 31 December, i.e. 365 days a year and 7 days a week.

Deliverable:
means any result, measurable, tangible or verifiable document, resulting from fulfilment of part of the project or the project performed as part of the Service.

Intellectual Property:
means patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and registration of such worldwide, schematics, industrial models, inventions, know-how, trade secrets, computer software programs, and other intangible proprietary information.

Open Source Software:
means software for which the original source code is provided free of charge and may be redistributed and modified.

Offer:
means any sales proposal or offer for provision of services sent to the Client, which does not bind either party. The Offer contains all the information significant to the contract by its nature or significance.

Reservation:
means any anomaly or defect in the Deliverable making it non-compliant with the Purchase Order and/or the Offer.

Project Manager:
means the Client reference person designated by the Client and defined in the Purchase Order who has the necessary skills to ensure the proper performance of the Services.

Service:
means any service ordered by the Client from the Service Provider, detailed and performed in accordance with the Contract.

Software:
means any software produced by a third party publisher that may be ordered from the Service Provider.

ARTICLE 2: PURPOSE

The purpose of the GT&C is to set out all the rules applicable to the sale and delivery of the Services ordered from the Service Provider.

ARTICLE 3: CONTRACTUAL DOCUMENTS

The contractual documents are, in decreasing order of priority:

  • The Purchase Order accepted by the Client.

  • These General Terms and Conditions.

  • The Offer.

  • The Special Terms and Conditions, where applicable.

In the event of contradiction, the document of a higher rank will prevail for the obligation in question. Any amendment to the contractual documents listed above must be made in a supplementary agreement signed between the parties, with the exception of the GT&C which the Service Provider is free to amend at its own discretion, provided it informs the Client thereof. If the Client has its own General Terms and Conditions of Purchase, these GT&C shall only be deemed applicable insofar as they are appropriate to the specific services provided by the Service Provider.

ARTICLE 4: EFFECTIVE DATE AND TERM OF CONTRACTS SUBJECT TO THE GT&C

The Contract will take effect on the date that the Service Provider receives the Purchase Order accepted and signed by the Client (“Effective Date”) and will remain in force for the term stated in the Purchase Order, or failing that for the term required for complete delivery of the Services ordered.

ARTICLE 5: DESCRIPTION OF SERVICES

The GT&C govern the Services provided by the Service Provider to the Client. During the presales phase for the security flaw audit, an analysis of the IT system is compulsory by the Service Provider so it can issue an offer which may relate to the following services :

Governance

The Service Provider can provide to the Client governance services and more specifically Smart Ciso missions allowing the Service Provider to take charge of the evolution of the Client’s IT security including in particular:

  • Risk analysis;

  •  Implementation of security plans, response to incidents and/or defence of a security budget;

  • Advice in the choice of solutions and assistance in their system ;

  • Assistance for ISO2700X certifications.

The Service Provider may also provide cloud infrastructure management services to facilitate the Client’s maintenance, provide cost optimization and ensure its transition and management.

Security Assessment - Audit

The Service Provider may provide assessment services to the Client, including (but not limited to):

  • Flaws Audit:

    • IT security assessment

    • Penetration testing

  • Configuration Audit:

    • Configuration audit of a security system;

    • Audit of active directories;

    • Cloud security audit;

    • Audit of the local network and its accesses;

    • IAM configuration audit;

    • Server configuration audit;

    • Email configuration audit.

  • Governance audit

  • Advice:

    • Help in choosing the software solution best suited to the expressed needs of the Client

    • Establishment of security plans

    • Incident reporting

    • Assistance in the creation of documentation

    • Dev Sec Ops Management

    • Advanced security

The Service Provider intervenes before the projects start to identify needs and provide a directly usable recommendation, appropriate to the Client's strategic and decision support issues. To do this, the Service Provider carries out audits which potentially materialized by the delivery of an audit report or a proposal.

It is understood that, within the framework of these specific services, the Client will be required, through the Project Manager, to assess whether the Client's IT Environment will be able to support the software solutions and the various tests carried out by the Service Provider, to maintain the IT environment, to ensure that the Client's Project Manager will make himself available and respond to the requests from the Service Provider as soon as possible with regard to the criticality of these tests and their potential impacts. A security assessment will be made by the Service Provider. In order to do so and before the start of the provision of Services, it will be required from the Client to fill a project assessment onboarding document to ensure that the correct targets are reached. The Service Provider shall not bear any liability in this regard. The Service Provider undertakes to assist the Client to the best of its ability.

Development - Configuration

To ensure the Client has software solutions that meet its operational needs as closely as possible, the Service Provider designs and produces configurations, application components and other tailor-made developments. The configuration needs are presented as advice; the end responsibility and liability remain at the Client.

Technology consultancy - Engineering

The Service Provider provides support in technological choices as well as in the architecture and engineering of solutions, by defining master plans, preparing consultation strategies, validating Client’s choices in order to reduce implementation times for the design, development and validation phases, whilst ensuring continuous technological monitoring. The consultancy services are presented as advice, the end responsibility and liability remain at the client.

Managed Services

The Service Provider offers Managed Services to ensure the continuous operation, optimization, and security of the Client’s IT infrastructure. These services include proactive monitoring, incident management, performance optimization, and compliance enforcement across cloud, on-premise, and hybrid environments.  As part of the Managed Services, the Service Provider ensures 24/7 platform monitoring, automated alerting, and preventive maintenance to reduce downtime and enhance service reliability. Additionally, security compliance management, including patching, vulnerability assessments, and ISO 27001 alignment, is provided to maintain a secure and compliant environment. The Service Provider also offers ITSM automation, asset management, and reporting capabilities to improve operational efficiency.  The Client remains responsible for ensuring access to relevant systems and environments, as well as providing timely input for configuration and service adjustments. The Service Provider will use best efforts to support the Client in achieving an optimized, secure, and high-performing IT landscape.

ARTICLE 6: ORDERING SERVICES

The Client will notify its needs in writing to the Service Provider, who will respond with one or more Offers. When the Offer is accepted by the parties, the Service Provider will issue a Purchase Order.

The Purchase Order specifically states the Service(s) ordered, any technical features, the prices and corresponding fees, terms of invoicing and indicative delivery or provision deadlines.  The Client has thirty (30) days from the issue date of the Purchase Order to accept it, unless otherwise stated on the Purchase Order.  The Client may also declare its wish to enter into a Contract by sending back the signed Purchase Order by email with a scanned version of the signed document, or confirming its acceptance by email, or even tacitly by declaring its wish to see the Service specified in the Purchase Order put into operation.  If the Purchase Order is not accepted, the Service Provider is not bound by any obligation towards the Client, no service has been ordered and the Purchase Order is considered null and void after a period of thirty (30) Days or the period stated therein.  Where applicable and if the Client still has a need, a new Purchase Order will be required and must be accepted by the Client.  It is agreed that any document containing approval of the Purchase Order, reaching the Service Provider in whatever format, shall constitute proof of the Contract and shall be binding on the Client. Acceptance of a Purchase Order by the Client, regardless of the form of acceptance, shall serve as full acceptance of the GT&C.  Any request to modify the Service shall give rise to an additional Purchase Order, which must be accepted by the Client under the terms of this article.

ARTICLE 7: IMPLEMENTATION OF SERVICES RELATED TO THE PURCHASE OF SOFTWARE

The Client undertakes to cooperate actively with the Service Provider and, to this end, will clearly and precisely express its needs, define the technical specifications of the services to be performed, ensure the adequation of the Services with its IT Environment, define the practical organisation of the work in its capacity as project manager and, without undue delay, proceed with the receipt and acceptance test of the Deliverables. Furthermore, the Client shall provide the Service Provider with any material and human resources required for delivery of the Services, in particular a contact person with technical and project management skills and comply with the payment terms set out in the Financial Conditions article.  The Client is required to comply with the deadlines set out in the schedule agreed between the parties. If it fails to do so, the Service Provider may not be held liable for any delivery delays. In addition, the Service Provider may not be held liable for a delivery delay if the Client has not provided all the information, data and content required for the Service Provider to perform the Services within a period of five (5) days from the request sent by the Service Provider.

ARTICLE 8: FIXED RATE

If the Service provided is a fixed rate, this article shall apply.  In addition to the price, the Purchase Order will include a schedule for performing the services, detailing the various Deliverables and stages of producing and validating the Services. The dates proposed for the Services will depend on the acceptance date of the Purchase Order or the Contract signature date, and on performance by the Client of its obligations including validation of the Deliverables by its personnel. Accordingly, under no circumstances may a delivery or performance delay result in any penalty or invoice discount, which the Client acknowledges.  When a Deliverable is delivered, it will trigger invoicing of the sums owed by the Client for this item under the conditions of Article 11. The Client has a ten Days period following the date on which the invoice has been sent to oppose to the said invoice. In the event of a disputed invoice, the Client shall deliver a written statement to the Service Provider listing all the disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the time set forth in the Article 11. On expiry of this deadline, the invoice and the Services will be considered accepted by the Client without any further recourse.  In the event of Reservations, the Service Provider will correct the Deliverable as quickly as possible. The Service Provider will then issue a Record of Acceptance assessing the absence of any reservations within a 10 Days delay. On expiry of this deadline, the Deliverable will be considered accepted by the Client and will definitively validate the project phase, as set out in the service schedule.

The Client accepts that the Service Provider will retain a back-up (security copy) of the Deliverable during 1 month with effect from the final acceptance date. This copy will be automatically destroyed at the end of the said period.  The Client accepts and acknowledges that the fixed-price service offers have been established with the information communicated by the Client. If the information turns out to be inaccurate, incomplete or missing, the Service Provider will be entitled to review the Offer, the price of the Service and the schedule for execution to take account of these elements.

ARTICLE 9: TIME & MATERIAL SERVICES

If the Service is provided on a time and material basis with obligation of means, this article shall apply. In addition to the price, the Purchase Order will include the period during which the Services will be provided. The Service Provider's services will be invoiced according to two criteria:

  • the time spent by the Service Provider performing the Services;

  • the hourly or daily rate for the Services.

The Service Provider will perform the Services in accordance with the Purchase Order to the best of its ability but cannot guarantee the Client actual performance of the Services ordered within the estimated deadlines. The total amount mentioned in the Purchase Order shall be considered as an estimated budget for the Services. For Time & Material Services, the Service Provider will invoice on a monthly basis unless otherwise specified in the Purchase Order. The Client has a ten Days period following the date on which the invoice has been sent to oppose to the said invoice. In the event of a disputed invoice, the Client shall deliver a written statement to the Service Provider listing all the disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the time set forth in the Article 11. On expiry of this deadline, the invoice and the Services will be considered accepted by the Client without any further recourse.

ARTICLE 10: TAM-h Packages Services

If the Service is provided under a TAM-h Packages Services model with an obligation of means, the terms outlined in this article shall apply. The Purchase Order (PO) will specify the validity period of the TAM-h package; if no period is mentioned, the package will remain available for a maximum of two years from the effective purchase date.  The Service Provider's fees will be invoiced based on the following criteria: 

  • The TAM-hours package selected by the Client. 

  • The full amount of the TAM-hours packagewill be invoiced in full shortly after purchase confirmation. 

The Service Provider will perform the Services as specified in the Purchase Order exercising best efforts to deliver within the estimated timeframe. However, no guarantees can be made regarding the completion of Services within the anticipated deadlines. The total amount stated in the Purchase Order serves as an estimated budget or buffer for the Services.  For TAM-h Packages Services, the full package cost is invoiced upfront, and the Service Provider will provide monthly usage reports upon request. The Client has ten (10) days from the invoice issuance date or receipt of a report to dispute any charges or reports. In the event of a dispute, the Client must submit a written statement detailing the disputed items with a reasonably detailed explanation.  Any undisputed amounts shall be considered accepted and must be paid in accordance with the terms outlined in Article 11, regardless of any disputes on other items.  TAM-h Packages are non-refundable.  If a package expires after two years, the Client must purchase a new package to continue using the service.

ARTICLE 11: FINANCIAL CONDITIONS

Price

The price of the Services is stated in the Purchase Order, in euros, and is exclusive of tax and charges, unless otherwise stated in the Purchase Order.

Any travel and accommodation costs incurred by the Service Provider's personnel performing the Services will be invoiced separately and accompanied by receipts.  The invoicing address is the address of the Client's registered office, unless otherwise stated by the latter. The Service Provider may make changes to its Services and accordingly its price conditions. If this occurs, the new price conditions will be notified to the Client in a Purchase Order, who will have thirty (30) Days in which to object. If no objection is made, the new price conditions will be deemed accepted by the Client.

Payment terms

Unless otherwise stated in the Purchase Order, the invoices are payable thirty (30) Days from date of invoice, by bank transfer.

Payment default

Without prejudice to any damages, failure by the Client to pay an invoice on its due date will automatically result in:

  • application of late payment interest equal to three (3) times the legal interest rate, without prior formal notice and with effect from the first day of delay;

  • invoicing of bank charges and additional administrative charges (debt recovery, letters and the cost of reminder telephone calls, representation of bank debit rejections);

  • immediate suspension of any ongoing deliveries, services and/or subscriptions.  The Service Provider doesn’t hold any liability for the client’s direct or indirect damages resulting from this suspension.

  • termination as of right of the unpaid Contract eight (8) Days after the Service Provider has sent a formal notice by registered letter with return receipt that has not been remedied, any down payments being retained by the Service Provider, who also reserves the right to claim damages.

Any payment default shall immediately render payable all sums owed for invoices issued but not yet due.

ARTICLE 12: INTELLECTUAL PROPERTY

Unless expressly stated otherwise in this Contract, all Intellectual Property rights developed, created, or otherwise produced by Blubyte N.V./S.A. ("Service Provider") in connection with or as a result of performing the Services, including but not limited to software, configurations, documentation, reports, methodologies, processes, and any other tangible or intangible outputs (collectively, "Deliverables"), shall remain the exclusive property of the Service Provider.  The Service Provider reserves the unrestricted right to use, modify, adapt, enhance, redistribute, sublicense, or otherwise commercially exploit such Intellectual Property, in whole or in part, in any manner at its sole discretion.  Any Intellectual Property provided by the Client remains the exclusive property of the Client, except where such Intellectual Property is substantially rewritten, modified, or adapted by the Service Provider. In such cases, the newly created or significantly modified Intellectual Property shall become shared Intellectual Property, co-owned equally by both the Client and the Service Provider, unless otherwise explicitly agreed in writing.  The Service Provider hereby grants the Client a non-exclusive, non-transferable, royalty-free license to use such Intellectual Property and Deliverables solely for the Client’s internal business purposes. This usage right is expressly conditioned upon the existence of an active and ongoing business relationship between the Service Provider and the Client. Upon termination or expiration of such business relationship, the license provided to the Client shall automatically terminate, and the Client must cease all use of the Deliverables unless otherwise agreed in writing by the Service Provider.  The Client acknowledges and agrees that certain Deliverables may include Open Source Software, which shall be subject to their respective licenses and conditions. Upon request, the Service Provider shall disclose to the Client the specific Open Source Software and associated licenses included in the Deliverables.  Nothing in this Contract shall be construed as transferring or assigning any Intellectual Property rights from the Service Provider to the Client, except as explicitly provided for herein or otherwise agreed in writing by both Parties..

Article 13: Open Source

The Client acknowledges and accepts that the Service Provider may use and/or integrate Open Source Software in the Deliverable.  The Service Provider will integrate certain parts of Open Source Software only insofar as required by the Deliverable for the specific purposes of the Contract.  The Service Provider warrants that no developments of any kind will contain parts of Open Source Software that might cause an infringement of the exclusivity granted to the Client under Article 11.  The parties acknowledge and accept that all or part of the Deliverable may be named in writing and, following delivery, integrated in the Service Provider's IT Environment as Open Source Software.  With regard to this obligation, the Service Provider shall submit a technical audit with each Deliverable, the form of which will be defined by the Service Provider, specifying the element or elements of the Deliverable used as Open Source Software in the Service Provider's IT Environment.  By means of this acknowledgement and acceptance, the Client grants a User Licence enabling the Service Provider to examine, copy, modify or redistribute the improvements to the elements of the Deliverable integrated as Open Source Software in the Service Provider's IT Environment.  Under this clause on Open Source Software, the Service Provider does not undertake any obligation to provide an after-sales or maintenance service.

Article 14: Warranties

In case of development services, the Service Provider warrants that the Services are compliant with the Contract, subject to correct performance of the Client’s obligations.  With effect from the delivery of the Services or once there are not any Reservations from the Client whichever is the latest, a warranty period of a duration defined in the Contract (by default one month) is granted to the Client, during which the Service Provider undertakes to remedy at its own cost all anomalies, bugs, design and production errors and/or functional defects in the Deliverable, within the limit of the developments made by the Service Provider and the conditions of the Contract.  The Client may not activate the warranty if: (i) the Client is unable to reproduce the bugs in environments similar to the preproduction or production environments (ii) modifications have been made, in full or in part, to the Deliverable by a person other than the Service Provider's personnel (iii) the Deliverable has been migrated, in full or in part, to a different hardware or software environment than that initially provided for in the Contract.

ARTICLE 15: PERSONAL DATA

With regard to the processing of personal data in relation to the Contract, the parties will comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the 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”.  Each party represents and warrants to the other party that it will strictly comply with the GDPR in regard to any processing of personal data related to this Contract.  Notwithstanding any clause to the contrary, the parties will not incur any contractual liability under this Contract, when compliance with the GDPR prevents them from performing one of their obligations under the Contract.  The Client is solely liable for the content of its data. The Client warrants that its data, and access thereto and processing thereof by the Service Provider in performing the Purchase Order does not breach the laws and/or regulations and/or rights of third parties.  Insofar as the Service Provider has access to the Client's personal data and/or must process this data on its own account when performing the Service, the parties acknowledge that the Client acts as “data controller” and the Service Provider acts as “data sub-contractor”, as specified in Regulation (EU) 2016/679 on the protection of personal data;

(i) The Service Provider acts solely on behalf of and on legal instructions from the Client;

(ii) The Client acknowledges and accepts that the personal data may be transferred or stored in countries in the European Union;

(iii) The Client must ensure that it is authorised to transfer the personal data relevant to the Service Provider so that the Service Provider can use, process, store and legally transfer its personal data;

(iv) The Client shall ensure that the third parties concerned have been informed of the appropriate legal mechanisms enabling the use, processing, storage and any legal instruction reasonably given by the Client and have signed the relevant documents;

(v) The Client acknowledges and accepts that the personal data will be shared with the Service Provider's employees, representatives, managers, administrators, agents, advisers, affiliates, sub-contractors and consultants who need to process this data in order to provide the necessary technical support.

(vi) The Service Provider and the Client will each take the appropriate, required technical and organisational measures to protect the personal data from accidental or unauthorised destruction, accidental loss and any unauthorised modification, access or processing of the personal data.

Unless expressly agreed otherwise in writing, the Client is solely liable for the security of the personal data and the back-ups required to prevent the loss and/or corruption of the personal data.  In the event of loss or damage to the Client's personal data, the Service Provider is solely required to provide the Client with the most recent back-up available, within the limits of the back-up deadline stated in Article 8.  The Client acknowledges that, within the framework of the specific expertise of the Service Provider, in particular for system analysis services, phishing campaign or even penetration tests of the Client's IT Environment, it is possible that the Service Provider has access to personal data held by the Client. The Service Provider will inform the Client and, more particularly, the person designated for this purpose as soon as possible but cannot be held responsible for any data breach. The Service Provider will not under any circumstances be required to input or rebuild the Client's personal data that has been lost or corrupted.

ARTICLE 16: NON-SOLICITATION OF PERSONNEL

The Client undertakes not to hire the Service Provider's personnel who have been involved in performing the Services for the entire duration of the Services and the year following the end of the Services.  If this provision is breached, the Client will make a compensation payment of 30,000 EUR per breach, unless the Service Provider is able to prove higher amounts of compensation, in which case the highest amount must be paid.

ARTICLE 17: Non-exclusivity

The parties acknowledge that signature of a Purchase Order does not confer any exclusivity, except with regard to the Deliverable specified in the Purchase Order.  As a result, the Service Provider is authorised to work on its own account and for third parties, even competitors, for the duration of its work on the Deliverable, and after delivery thereof.

Article 18: Confidentiality

The parties agree that each party must respect the strictest confidentiality with regard to the existence and content of the Contract and the information or data, documented or not, that has already been exchanged in order to produce the services, and information or data that will be exchanged during performance of the Contract, for a duration of two (2) years.  However, neither party will be required to protect the confidentiality of a piece of information or data for which it can provide proof that (i) it was or became public for reasons other than non-compliance by this party with its confidentiality commitment;

(ii) the confidential information was disclosed by a third party who was not subject to any confidentiality obligation;

(iii) the information or data was disclosed by this party as a result of a legal or regulatory obligation or a court decision with binding force on this party;

(iv) or the confidential information was disclosed with the written consent of the party.

After the date of signature of the delivery record, the parties undertake, within the 1 month deadline stated in Article 8, to return the originals and copies of the documents provided, plus the files and reports as a result of the Services.  The Client acknowledges that within the framework of the specific expertise of the Service Provider, in particular for the audit services of the Client's IT Environment, it is possible that the Service Provider has access to sensitive, secret or confidential data held by the Client. The Service Provider will inform the Client and, more particularly, the Project Manager as soon as possible, but cannot be held responsible for any data breach.  The Service Provider has expertise, methodologies and tools protected by business secrets. He will not be willing to disclose, mention or provide the Client with these tools, methodologies or know-how in the context of the Services. The Service Provider reserves this right of refusal unless otherwise specified in the Purchase Order.

ARTICLE 19: LIABILITY

Extent of compensation

Each party is liable for the consequences resulting from their faults, errors or omissions, and the faults, errors or omissions of their sub-contractors causing direct damages to the other party. Accordingly, the Service Provider may not under any circumstances be held liable for the Client's or third parties’ indirect or unforeseeable loss or damage, including any loss of earnings, loss, inaccuracy or corruption of files or data, business loss, loss of turnover or profit, loss of customers, loss of opportunity, the cost of obtaining a replacement product, service or technology, relating to or arising from the non-performance or incorrect performance of the Services.  In all cases, the amount of the Service Provider's liability is strictly limited to 10% of the total invoiced amount excluding tax actually paid by the Client, on the date that the event in cause occurs, in respect of the Purchase Order in question.

Compliant delivery of the Software

In the event of a Software order, the Software publisher is solely liable for the compliant delivery of the Software ordered from the Service Provider. The Service Provider is not liable for: i) the acts or failings of the Software publisher; ii) the additional commitments that the publisher might make towards the Client or iii) the products or services that the publisher provides to the Client under a contract entered into between them. Technical support does not include assistance with the design and development of applications, the use of Software outside its specified environment or errors caused by third party products.  Under no circumstances may the Service Provider be held liable for the quality, integrity, completeness and accuracy of the data transmitted by the Client for the purposes of performing the Services. The Client will hold the Service Provider harmless on first request against any loss that might result from a claim by a third party for a breach of this warranty.

The Service Provider's limits of liability

The Client will be solely liable for compliance with the laws, regulations and other imperative or legislative provisions, whether national or international, in terms of content, identification of need, instructions and implementation of the Deliverable.  The Service Provider may not under any circumstances be held liable for any inadequacy between the Services and the Client's needs. It is the latter’s responsibility to be aware of the features of the Services provided by the Service Provider and, where applicable, to validate the Deliverables.

ARTICLE 20: TERMINATION

Cases of termination

In the event of non-fulfilment or incorrect fulfilment of one of the obligations of the Contract by one party, not remedied within thirty (30) Days from sending of a formal notice by registered letter with return receipt notifying the breach in cause, and save as otherwise stipulated in the Purchase Order, the other party may as of right notify the termination of all or part of the Contract, without prejudice to any damages it may claim, and without any compensation being claimed by the other party.  Furthermore, in the event of non-payment by the Client within fifteen (15) Days of the first reminder, the Service Provider may as of right notify the termination of all or part of the Contract or the unpaid or partially paid equivalent, without prejudice to any damages it may claim, and without any compensation being claimed by the Client.

In the event of court-ordered administration, liquidation, temporary suspension of proceedings or similar procedures, the Contract will be terminated as of right without notification, from the date of the court's decision.

Effects of termination

If a Purchase Order subject to the GT&C is terminated, these General Terms and Conditions and all other agreed Purchase Orders shall remain in force in all their provisions.

ARTICLE 21: Miscellaneous

The Contract expresses the entirety of the obligations and the agreement between the parties and replaces all other agreements, written or verbal, in regard to its purpose. The parties undertake to perform the Contract, the terms of which they have decided freely, in all points, and to give each clause of the Contract its full effect.  The parties shall act in good faith, in accordance with Article 1134 of the Belgian Civil Code, from the time of entering into the Contract until after its expiry, if circumstances so require.  Any waiver of or amendment to any one of its stipulations may only take effect after it has been recorded in a supplementary agreement duly signed by the parties.  If a stipulation in the GT&C and/or the Contract is declared null and void, the other stipulations shall remain in force. The parties will then seek to adopt a new stipulation which will replace the provision in question.  Each party acts in its own name and on its own account. It does not have the power or authorisation to commit the other party in any way whatsoever. None of the provisions of the Contract may be interpreted as creating a mandate, subsidiary, relationship of agent or employee to employer between the Client and the Service Provider.  Unless otherwise stated by the Client, the latter expressly authorises the Service Provider to use the Client's name and/or brand as a commercial reference, and to reproduce them on its promotional documents, to the exclusion of any other use.  If one party fails to demand enforcement of any clause in the GT&C, this shall not under any circumstances be interpreted as a waiver of their rights under the GT&C. The Service Provider reserves the right to transfer all or part of its obligations to any third party of its choice.

 

The Contract is governed by Belgian law.

THE PARTIES WILL ATTEMPT TO RESOLVE AMICABLY ANY DISPUTE BETWEEN THEM REGARDING THE FORMATION, INTERPRETATION, PERFORMANCE, EXPIRY OR TERMINATION OF THE CONTRACT.  FAILING THIS, THE DISPUTE WILL BE BROUGHT BEFORE THE COMPETENT COURT IN BRUSSELS.