1.1. These general terms and conditions apply to all quotations drawn up and agreements entered into by Intracto nv (CR BE 0861.085.232) with its registered office at Zavelheide 15, 2200 Herentals. Hereafter ‘Supplier’.
1.2. Any other purchasing conditions or terms of the Client shall not apply unless expressly accepted by the Supplier in writing.
Entering into an Agreement
An Agreement between the Supplier and the Client shall be entered into when the Client accepts a quotation by signing it, which may or may not be digitally, through any other confirmation by the Client or after the Client has requested that the activities be started. Quotations are valid for 30 days.
Best efforts obligation
3.1. Under this agreement the obligations of the Supplier are best efforts obligations. Any term is therefore indicative.
3.2. The Client is responsible for the correct and timely supply of information, input and cooperation regarding the services and works to be provided or provided by the Supplier.
Duration and termination of the Agreement
4.1. Every Agreement has an initial duration of one year and shall be tacitly renewed every year, but can be terminated at least three months before the end of each year.
4.2. Every Agreement shall terminate ipso facto in case of bankruptcy of one of the parties. Any services already provided shall, however, continue to be due and payable.
5.1. The Supplier works with specialised partners for specific services (i.a. for hosting). A description of the guarantees and the liabilities of these partners can be requested.
5.2. The Supplier can take over the management of software services that are supplied or delivered by a third party upon request of the Client. The Supplier can never be held responsible or liable for any errors made by these third parties.
5.3. The Supplier can link its solutions to other systems managed by the Client or a third party upon the request of the Client. The Supplier can never be held responsible or liable for the unavailability of or errors directly or indirectly caused by such external systems.
6.1. Services with regard to software development shall be considered as provisionally delivered and accepted when they are offered to the Client for testing. This provisional acceptance will become definite after 6 weeks without written notice to the contrary, which means that any further changes will be invoiced by the Supplier on an additional cost-plus basis.
7.1. The Client must respect the applicable legal provisions and any contractual obligations and indemnifies the Supplier for all direct or indirect damage and costs caused by any breach for which the Client is responsible as well as claims of third parties. This indemnification shall continue in effect, including after the end of the Agreement.
7.2. In the event of misuse of the services by the Customer or third parties, the Supplier reserves the right to refuse the Customer access to the services temporarily or permanently.
7.3. The Client expressly accepts that the Supplier can only be held liable for proven losses and damage as a direct consequence of a deliberate error by the Supplier. The Supplier cannot be held liable for indirect losses of the Client such as, for example, loss of sales and profits, loss of customers, loss of market value and reputation, loss of information and data, etc.
7.4. in any case, the liability is limited to the amount, equal to the invoice amounts of the last three months (except for the amounts invoiced to the client for the execution of the assignment by third parties as referred to in Article 11.5 of these General Terms and conditions) or reimplementing the services at the discretion of the Supplier. The amount shall, however, never be higher than the limits of the liability insurance taken out by the Supplier.
7.5. All claims on behalf of Client with regard to the Supplier, including claims for compensation, expire three months after the relevant claim arose.
8.1. The Supplier cannot be held liable in the event it is impeded from executing the Agreement because of force majeure or other conditions outside of its control. This shall be deemed to include the following: social conflicts, grid electrical interruptions (with the exception of blackouts), telecommunication network interruptions, web host or social media unavailability, etc.
8.2. The Client recognises that a flawless operation of a computer configuration (the hardware and software as a whole) can never be guaranteed with regard to software development and that this as well as specific cases of force majeure or malicious intent (hacking, denial of service, etc.) may, for example, result in loss of applications and/or data of the Client (or maybe even all the applications and data). The Client, therefore, commits to take the required precautions that the Client deems necessary so that the consequences of such conditions are limited. The Client, moreover, expressly recognises that he can take out insurance for the harmful consequences that such issues would result in for the Client's business processes, managed client and personal data and other data.
9.1. All rights on works developed by the Client preceding or outside the scope of this Agreement shall continue to be the property of the Client.
9.2. All rights on works that have been developed by the Supplier preceding or outside the scope of this Agreement shall continue to be the property of the Supplier.
9.3. The Supplier issues a non-exclusive and non-transferrable right of use to the Client with regard to all works that it has developed for the Client within the framework of this Agreement including the works of third parties for which the Supplier has been granted a right of use and that are indispensable for performance.
9.4. At the end of the Agreement, the Supplier shall transfer all rights with regard to the works that the Supplier has specifically developed for the Client to the Client, and the Client shall issue to the Supplier a perpetual, royalty-free license regarding these works that shall entail the right to further use these works within the framework of operational management of the Supplier as well as for delivering services to current and future Supplier’s clients in the widest sense of the word.
9.5. The following is meant with Works: all texts, graphic elements, photographs, designs, logos, multimedia, audiovisual material, the look and feel of a website or other work, documentation, flowcharts, drawings, specifications, manuals and other documents, code, know-how, computer applications including but not limited to source code both in readable and in machine language application files, data files, application and system logics, interfaces, algorithms, system design and concepts together with the methods and processes related to such applications, etc.
Confidentiality and personal data
10.1. During the execution of the Agreement, the Client shall continue to be responsible for the processing of personal data and must inform and keep the Supplier updated at all times off any obligations that may have an impact on the Supplier’s services.
10.2. The Supplier shall process obtained personal data strictly confidentially and shall not use the personal data made available by the Client in any other way.
10.3. If the result of the services that the Supplier supplies to the Client offers the possibility of processing personal data, the Client must adhere to the legal provisions with regard to this issue and must, within this framework comply with the General Data Protection Regulation (GDPR) and respect the rights of persons whose data is being processed.
10.4. The Supplier commits to treating information that is earmarked as confidential and it has received from the Client strictly confidential.
11.1. Invoices are payable 30 days after the invoice date. Invoices shall be sent to the Client electronically but can also be sent by post upon a simple request from the Client.
11.2. At request of the Client a translation of the invoice can be provided.
11.3. Invoices can only be contested rightfully within 30 calendar days after the invoice date by an email sent to firstname.lastname@example.org.
11.4. If the invoice has not been paid on the expiry date, the Client shall owe a contractual default interest by operation of law and without a notice of default being required based on the interest rate determined in the implementation of Section 5 of the Act of 2 August 2002 regarding the control of payment arrears in relation to trade transactions. In this event, the Client shall also owe a fixed compensation of 10% of the invoice amount where a minimum of 150 EUR shall apply.
11.5. If the Supplier calls in third parties for the performance of the order (Google, Facebook, etc.), the costs that these third parties charge shall always be fully, with a minimum profit margin of 2,5%, passed on to the Client. The Supplier is entitled to demand a (regular) advance on these costs or to fully or partially invoice for these costs in advance.
11.6. The Supplier shall be entitled to immediately terminate the Agreement without paying any compensation if the payment arrears with regard to an invoice is more than 60 days.
Non-exclusivity and non-poaching
12.1. The Supplier may supply services to competitors of the Client. The Supplier shall ensure that different persons work for the different clients to the degree that this is possible.
12.2. The Client shall refrain from poaching employees, managers, or permanent independent service providers of the Supplier on the date of termination of the Agreement or who were employed until 12 months before. This provision shall remain in force for a period of 12 (twelve) months after the termination of the Agreement. Every breach shall lead to the payment of fixed compensation of 50,000 EUR.
The Supplier is entitled to promote its collaboration with the Client.
A provision being declared invalid
If one or more provisions of these general terms and conditions should be invalid, this shall not affect the other provisions of these general terms and conditions that shall remain in full force.
Governing law and competent courts
The contractual relationship between the Supplier and the Client shall only be governed by Belgian law. Any disputes arising between the parties shall be submitted to the courts of Turnhout.
These conditions replace the General conditions of 01/01/2018 and take effect from 01/07/2018.