The Service Provider and the Client are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
These general terms and conditions apply to all quotations, offers, assignments, agreements and invoices of the Service Provider, unless expressly and in writing agreed otherwise.
Any terms and conditions of the Client are expressly excluded, even if they stipulate that they are exclusively applicable.
An agreement is concluded upon written confirmation (quotation, order confirmation or electronic acceptance). These general terms and conditions form an integral part of every agreement.
Quotations are indicative and non-binding, unless expressly stated otherwise. A quotation is valid for thirty (30) calendar days.
An order confirmation contains at least:
Changes to the scope or content of the assignment (“change requests”) are agreed separately and may impact price and timing.
All prices are expressed in euros and exclusive of VAT and other levies.
Unless agreed otherwise:
Discounts apply solely to the specific assignment for which they were granted.
The Service Provider invoices in accordance with the arrangements set out in the order confirmation (monthly, per phase or upon delivery).
Invoices are payable within thirty (30) calendar days from the invoice date, unless expressly agreed otherwise in writing.
In the event of non-payment on the due date, the following are due by operation of law and without prior notice of default:
In case of non-payment or late payment, the Service Provider has the right to suspend the performance of the services in whole or in part until all outstanding amounts have been paid.
The Service Provider performs the services as a best-efforts obligation, in accordance with the rules of the art and the professional standards prevailing in the sector at that time.
The services are in principle performed remotely. If, by exception, services are provided at the Client’s premises, the Client shall ensure a suitable and safe working environment and make the necessary facilities available so that the Service Provider can fulfil its obligations. The employees and agents of the Service Provider remain exclusively under its authority, supervision and responsibility.
The Service Provider is entitled, in performing the services, to be assisted by employees or third parties, and remains responsible towards the Client for the performance of the agreement.
Deadlines, milestones and delivery dates are indicative, unless expressly agreed otherwise in writing. Exceeding such deadlines does not entitle the Client to damages or termination of the agreement, except in the event of intent or gross negligence by the Service Provider.
The Client undertakes to provide in a timely, correct and complete manner all information, decisions, feedback and cooperation reasonably necessary for the performance of the services. The Service Provider is not liable for delays, errors or defects in performance resulting from late, incomplete or incorrect input from the Client.
For fixed projects, changes to the agreed scope, specifications or assumptions may lead to an adjustment of the schedule, price and/or delivery terms. Such changes will be recorded by mutual agreement.
The Client undertakes to provide in a timely manner all information, access, decisions and cooperation reasonably necessary for the performance of the assignment.
If the Client does not provide its cooperation or provides it late, the Service Provider is entitled to suspend the performance of the services and/or adjust the agreed deadlines and schedule. Delays or additional costs resulting therefrom may be charged to the Client.
Any complaints regarding the performance of the services must be notified by the Client in writing and with reasons within a reasonable period after becoming aware thereof, and at the latest within fourteen (14) calendar days. Failing such notification, the services provided shall be deemed definitively accepted.
Complaints regarding the services provided must be notified by the Client in writing and sufficiently reasoned within seven (7) calendar days after becoming aware thereof, and at the latest within seven (7) calendar days after delivery.
In the absence of a timely and correct complaint, the services provided shall be deemed definitive and irrevocably accepted.
The Service Provider is not liable in the context of the conclusion or performance of the Agreement except in the cases mentioned below, and at most up to the limits stated therein.
The total liability of the Service Provider for damage suffered by the Client as a result of an attributable failure by the Service Provider to fulfil its obligations under this agreement, expressly including any failure to fulfil a warranty obligation agreed with the Client, or as a result of an unlawful act by the Service Provider, its employees or third parties engaged by it, is per event or a series of related events limited to an amount equal to the total of the fees (exclusive of VAT) that the Client owes under the agreement, or, if the agreement has a duration of more than three (3) months, an amount equal to the fees that the Client owed in the last three (3) months. In no event shall the total compensation for direct damage exceed ten thousand (10,000) euros.
The Service Provider is expressly not liable for indirect damage, consequential damage, lost profits, missed savings and damage due to business interruption. The liability of the Service Provider for attributable failure to perform the agreement arises only if the Client promptly and properly gives the Service Provider written notice of default, granting a period of at least fourteen (14) calendar days to remedy the failure, and YViOS remains in default of fulfilling its obligations after that period. The notice of default must contain as detailed a description as possible of the failure, so that YViOS is able to respond adequately. The notice of default must be received by the Service Provider within 30 calendar days after discovery of the damage.
The exclusions and limitations referred to in this article shall lapse if and to the extent the damage is the result of intent or deliberate recklessness by the management of the Service Provider, as well as for death or bodily injury of the Client resulting from an act or omission of the Service Provider.
The Client is liable towards YViOS for damage caused by a fault or shortcoming attributable to it. The Client indemnifies YViOS against claims relating to non-compliance, during the use of the services or goods by or with the permission of the Client, with the rules of conduct in these General Terms and Conditions. This indemnity also applies with respect to persons who are not employees of the Client but have nonetheless used the services or goods under the responsibility of or with the permission of the Client.
All intellectual property rights to software, analyses, documentation and methodologies developed by the Service Provider remain with the Service Provider.
The Client obtains a non-exclusive, non-transferable right of use for internal purposes.
Generic components, libraries and know-how may be freely reused by the Service Provider.
The software delivered may contain open source components that are subject to their own licensing terms.
The Service Provider is not liable for shortcomings of third parties imposed or chosen by the Client.
All confidential information exchanged in the context of the agreement remains confidential.
This obligation remains in effect until one (1) year after the end of the agreement.
The Service Provider may mention the Client as a reference, unless the Client objects in writing.
The Parties undertake to comply with the applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).
Insofar as the Service Provider processes personal data on behalf of the Client in the context of the performance of the agreement, the Client acts as controller and the Service Provider as processor within the meaning of the GDPR. The Service Provider processes such personal data solely on the basis of documented instructions from the Client and only for the purposes of the agreement.
The Service Provider implements appropriate technical and organizational measures to secure personal data against loss or any form of unlawful processing, taking into account the state of the art and the nature of the processing.
The Client grants the Service Provider general authorization to use sub-processors in the performance of the agreement, provided that they are subject to equivalent data protection obligations.
If required by applicable law, the Parties shall conclude a separate data processing agreement, which in case of conflict shall take precedence over this article.
Neither Party is liable for any failure to perform its obligations if such failure is the result of force majeure.
Force majeure means any circumstance beyond the reasonable control of the Party concerned that makes the (further) performance of the agreement temporarily or permanently impossible or unreasonably burdensome, including but not limited to: natural disasters, war, terrorism, epidemics or pandemics, measures by public authorities, strikes or lock-outs, fire, power or telecommunications failures, outages of internet, cloud or hosting services, technical failures in software or infrastructure of third parties, and shortcomings of third parties engaged by the Service Provider.
In the event of force majeure, the Service Provider has the right, without judicial intervention, to suspend the performance of the agreement in whole or in part for as long as the force majeure situation continues, or to terminate the agreement in whole or in part if continuation is no longer reasonably possible.
In all cases, the Client remains obliged to pay for the services already provided by the Service Provider and the costs reasonably incurred up to the time of suspension or termination.
Either Party may terminate the agreement in the event of a material breach of contract, after written notice of default and the failure to remedy within fifteen (15) days.
Upon termination, the provisions regarding payment, liability and intellectual property remain in force.
The agreement is governed by Belgian law.
All disputes fall under the exclusive jurisdiction of the courts of the district in which the Service Provider’s registered office is located.