Terms and Conditions
These ‘General Terms and Conditions’ are the delivery conditions that apply to all orders awarded by the Client to Awarity BV, Steenweg op Dendermonde 52, 9308 Hofstade, Belgium (hereinafter: “Awarity”), the contractor.
1.1 Acceptance of the offer implies acceptance of these General Terms and Conditions.
1.2 The General Terms and Conditions take precedence over all other terms and conditions that have already been delivered, have been delivered simultaneously or will be delivered in the future, unless the Parties explicitly and in writing deviate from these General Terms and Conditions.
1.3 Deviations from these General Terms and Conditions are only valid if they have been expressly agreed in writing. Unilaterally imposed deviations from these General Terms and Conditions are not accepted.
All quotations are without obligation and Awarity is only bound if the quotation is signed by the customer and received by Awarity within fourteen (14) days, whereby both e-mail and post are seen as valid communication channels.
3. IMPLEMENTATION AND TERM
3.1 Awarity reserves the right to carry out its assignments and services at its discretion and working methods, insofar as this does not affect the rights of the customer and the obligations of Awarity.
3.2 In the performance of the Services, the Service Provider may, without the Client’s prior written consent, call on subcontractors, being freelancers with whom the Service Provider works on a regular basis and Affiliated Companies.
3.3 Awarity is only obliged to specified execution times insofar as the customer will provide all necessary data, documents, acceptances or documents in the agreed form within the agreed periods. Any additional costs, which are accounted for by Awarity, are at the expense of the customer.
3.4 The customer guarantees the timely provision of the necessary provisions for the computer infrastructure, failing which Awarity is entitled to postpone the delivery. All costs arising from this for Awarity will be borne by the customer.
3.5 Services are provided as a best efforts obligation; Under no circumstances can Awarity be deemed to be bound by an obligation of result.
4. DELIVERY AND COMPLAINTS
4.1 Deliveries are made to the customer’s address, unless otherwise specified in the quotation.
4.2 Prior to continuing or starting the operational use of either delivered performances or delivered materials, the Customer is obliged to perform a reasonableness test on the soundness of the performances and/or materials. In the absence of this reasonableness test, Awarity cannot be held responsible for processing errors and their possible adverse consequences.
4.3 For deliveries of performances, any disputes must be reported in writing as soon as possible, in order to be admissible, and at the latest within fourteen (14) days from delivery. E-mail is also seen as a permitted communication channel.
4.4 For deliveries of materials, any disputes must, in order to be admissible, be notified in writing as soon as possible and at the latest within forty-eight (48) hours from delivery.
4.5 Disputes never give the right to postpone payments or to change their modalities.
5. OFFICE HOURS AND RATES
5.1 Normal office hours are from 8 a.m. to 6 p.m. on working days. If the customer wishes the services offered to be delivered outside these hours, this will be charged on the following conditions, unless otherwise agreed in writing in advance:
- on working days after 6:00 pm: normal rate + 50%
- on Saturdays during normal office hours: normal rate + 50%
- on Sundays and public holidays: normal rate + 100%
5.2 Performances delivered during the previous office hours are charged at the normal rate + 50% as soon as the number of hours worked, calculated per day, exceeds the total of eight (8).
6. CANCEL AND MODIFY
6.1 Depending on the Services provided, specific implementation dates will be determined on which Service Provider Personnel will be made available to the Client. Such specific execution dates must be pre-approved by the Client, and the Client shall not unreasonably delay or withhold its approval.
6.2 After approval of the execution dates, they can only be changed and/or canceled under the conditions that a written request is made and this request is made at least ten (10) Business Days before the execution dates that you wish to change/cancel. has been accepted by the Service Provider. With the exception of these ten (10) Business Days, a term of three (3) Business Days applies to Managed Services.
6.3 If execution dates are changed or canceled, at the request of the customer, outside the periods mentioned above, the following cancellation fees apply: (i) In the event of a change or cancellation between ten (10) Business Days and three (3) Business Days, prior to the execution dates, will be charged a cancellation fee of 50% of the scheduled performances. This section does not apply to Managed Services. (ii) In the event of a change or cancellation less than three (3) Business Days before the performance dates, a cancellation fee of 100% of the scheduled performances will be due. Time of cancellation/amendment will be determined on the date of receipt of the written request by Awarity.
7. PRICES AND EXPENSES
7.1 Taxes and VAT are not included and borne by the customer. All invoices are subject to the tax regime in force at the time of performance.
7.2 The costs of travel and relocations to, in and returning from abroad, are charged on the basis of travel and expenses.
7.3 The travel costs for the delivery of Services at the Customer’s location, within Belgium, for a period of less than eight (8) hours, will be charged at a flat rate.
7.4 If Customer’s on-site Services are required and/or provided for in the Work Order, Customer is also responsible for providing parking facilities for Service Provider’s Personnel. If such facilities are not provided, the Customer accepts that all costs related to parking and/or the use of public transport, in the context of the performance of services, are at his expense. Evidence for expenses incurred in this context can be requested via [email protected], within the period of one (1) month after invoicing.
7.5 Shipping costs to and from Awarity’s finishing centers are at the customer’s expense, unless otherwise specified in the quotation.
7.6 With the exception of fixed prices, included in our offer, the unit prices are reviewed annually on the basis of the evolution of the national reference hourly labor costs (wages and social security contributions) published by Agoria. You can consult the Agoria index via the overview table of the national average of the reference wages (https://www.agoria.be/nl/Refertelonen-overzichttafels).
8. BILLING – PAYMENT
8.1 Invoicing takes place, unless otherwise stated in the quotation, before the delivery of the services.
8.2 Invoicing takes place electronically, unless otherwise agreed.
8.3 Invoices are payable within thirty (30) days of the invoice date. Invoices must be paid, without any discount, to one of the Service Provider’s account numbers.
8.4 In the event of non-payment on the due date, the following shall apply by operation of law and without notice of default: (i) all amounts due become immediately due and payable, regardless of the agreed payment terms; (ii) a default interest of 1% per month on the outstanding balance and with a minimum of EUR 40, together with a flat-rate compensation of 10% on the outstanding balance, with each started month counting as a full month. In addition, Awarity shall be entitled to suspend all performance under this contract until payment of all outstanding invoices. (iii) In addition, the contractor will be entitled to reasonable compensation for all other relevant recovery costs, in accordance with the Belgian law of 2 August 2002 on combating late payment in commercial transactions.
8.5 Deviations from these payment conditions are only possible with explicit written permission.
9.1 Except for information supplied by the customer, Awarity shall retain ownership of all copyright and other intellectual property rights existing worldwide in the works provided by Awarity.
9.2 Except for explicit deviations in the quotation or in an agreement signed by both parties, no rights are transferred to the customer on all systems, programs, working methods and any other means used or developed by Awarity. Under no circumstances can the customer claim any ownership rights to the techniques used in programming, analysis and work execution, as well as to the ideas applied.
9.3 Awarity is exempt from any investigation into the source, validity or reality of this data.
9.4 Hardware remains the property of Awarity until full payment of the related invoice. However, the client always accepts the risk from the moment of delivery.
10.1 The customer and Awarity expressly undertake to keep secret all trade secrets, business secrets or secrets related to personal and/or confidential matters of which they may become aware during this agreement, both during and after the expiry of the order.
10.2 The parties expressly declare and acknowledge that this confidentiality applies to Awarity’s own secrets as well as to those of customers, prospects, suppliers and affiliated companies. It is agreed that data about equipment, software and their working methods are considered a trade secret, as well as all information concerning the operations of relations, customers, prospects, suppliers and affiliates of both parties. An exception to the above is made for data that are generally known in the trade circles or when Awarity, respectively the customer, has given prior consent to disclosure.
10.3 This paragraph will remain in effect for three (3) years after the termination of the agreement.
11. LIMITATION OF LIABILITY
11.1 Any delay in the execution of the assignment by Awarity cannot give rise to the payment of compensation. Awarity cannot be held liable for a (partial) non-performance of the assignment as a result of the limitations specific to the subject of the assignment/investigation and/or the limitations imposed by an authority.
11.2 The assignment performed by Awarity implies an obligation of means and not an obligation of result. Liability for all damages resulting from non-compliance with the agreed obligations and the applicable legal obligations must be proven as being in connection with a fault attributable to Awarity. The compensation is limited to one million euros for the totality of Agreements between the Parties, reduced to a maximum of the amount accepted by the insurance company in the event that this should be less than one million.
11.3 Under no circumstances will Awarity be liable for indirect damage such as loss of profit or any other financial or business damage, damage caused by the damage, loss or destruction of data or software or for any complaint submitted by third parties. Even if Awarity was advised of the possibility that such damage or complaint could arise.
11.4 This limitation prevails over deviating provisions in separate agreements, unless expressly decided otherwise.
12. TAKEOVER PERSONNEL
12.1 During the term of the agreement as well as the year after its termination, the customer will only hire employees of the other party who have been involved in the execution of the agreement, or after proper business consultation has taken place with the other party. otherwise directly or indirectly work for them.
12.2 In the event of violation of this article, the customer owes compensation to the other party equal to the daily price * 110 days.
13. DURATION AND TERMINATION
13.1 The duration of the assignment is determined in the quotation.
13.2 The customer can only terminate the agreement early by signing the offer or sending a PO, after written notice of default that provides for a period of 2 months to remedy the shortcoming.
13.3 If the customer terminates the agreement early, Awarity is entitled to compensation for the loss incurred. In addition, the customer is obliged to pay the invoices for the services performed up to the time of receipt of the registered mail.
14. FORCE MAJEURE
14.1 Force majeure includes all causes beyond the reasonable control of a party such as, but not limited to, acts of government, terrorist activity, sabotage, expropriation, riot, war, natural disasters, civil unrest, power shortage, explosion, failure of facilities or materials by fire, earthquake, flood, storm, labor disruptions, strikes, failure of public facilities and epidemics/pandemics.
14.2 Provided that all reasonable measures are taken to prevent force majeure, the failure of Awarity to fulfill any obligation due to force majeure shall not be considered a breach of this existing agreement. If such event causes a delay in performance or is reasonably expected to cause a delay of more than three months, either Party may terminate the relevant Work Order or this entire agreement upon written notice to the other Party.
14.3 Force majeure cannot be regarded as a reason to postpone payment or to cancel the payment unilaterally.
15.1 If any provision of the agreement concluded between the parties, including these terms and conditions, conflicts with mandatory legal provisions, or is declared null and void by the court on any other ground, this does not mean the agreement is completely null and void. The parties must interpret the invalid provision(s) in the spirit of the agreement.
15.2 Awarity is authorized to make changes to these terms and conditions. These changes will come into effect at the announced time. Awarity will notify any such change by email. If no time of entry into force has been communicated, a change towards the client will take effect as soon as Awarity has notified him of the change.
15.3 This Agreement is drafted and administered under Belgian law, with the exclusive jurisdiction of the courts of Ghent, Belgium.
18 april 2022