QUIMESIS S.R.L. Terms and Conditions 

1. ARTICLE 1 – IDENTITY OF THE CONTRACTING PARTIES 

1.1 These Terms and Conditions apply between: 

(i) QUIMESIS SRL, with its registered office at 1300 Wavre, Avenue Léonard de Vinci 18, registered with the Crossroads Bank for Enterprises under number 0536.858.376, hereinafter referred to as “the Service Provider”; and 

(ii) “the Client,” meaning any natural or legal person who engages the Service Provider’s services, as identified on a purchase order entered into with the Service Provider (or, failing that, the email exchange serving as such).

The Client and the Service Provider are hereinafter collectively referred to as the “Parties.” 

2. ARTICLE 2 – DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth in this Article I, unless the context in which the term is used requires a different meaning:

2.1 “Agreement” means the provisions of this agreement, as may be supplemented by the special terms expressly agreed upon by the Parties and by the details in the purchase order (or, in the absence thereof, by the email exchange serving as a substitute).

2.2 “Confidential Information” means any information disclosed by one Party to the other Party or obtained by the other Party in connection with the Agreement, which is not, in itself or in the specific configuration and combination of its components, generally known or readily accessible to persons in the circles that generally deal with the type of information in question, including, but not limited to, information marked as confidential or equivalent, as well as any document, material, idea, data, drawing, or information of such a nature that either Party may reasonably believe it is of strategic, economic, or security importance to the other Party, even if this has not been expressly stated.

2.3 “Software” means any computer program made available to the Client by the Service Provider in performance of the Contract and in all cases where the Service Provider holds the intellectual property rights.

2.4 “Intellectual Property Rights” means any trademark, trade name, or business name (whether registered or unregistered), copyrights (including in software) and related rights, patents, designs, database rights, and all other intellectual property rights and similar or equivalent rights that currently exist or may be established in the future in any country worldwide.

2.5 “Services” refers, in addition to the Creations, to the products and services listed in a purchase order signed by both Parties. By way of example only, the Services may include, among other things: 

2.5.1 “Brainstorming,” consisting of the Service Provider’s analysis of the needs expressed by the Client in order to determine the optimal approach to meeting those needs, taking into account added value, technological risk, and the overall budget;

2.5.2 The “Prototype”: The Service Provider develops and designs, as appropriate, mechanical prototypes and printed circuit boards (PCBs) to verify the technical feasibility of the Client’s project and to obtain initial feedback from end users. The selection of components and the technology used are made specifically to meet the requirements of future mass production;

2.5.3 “Validation”: The Service Provider may ensure that the product developed for the Client meets high-quality standards to satisfy functional requirements and compliance standards, and the Service Provider may test the product’s compliance with standards such as EMC and R&TTE in order to obtain CE and FCC certifications.

2.5.4 “Production”: The Service Provider may handle the entire manufacturing process (procurement, assembly, and packaging) for the product developed for the Client with the support of its network of subcontractors and manufacturers.

2.6 “Creation” means all creations (including databases and software), works, inventions, information, and texts arising from or associated with the performance of the Contract and the Client’s objective needs, in all cases where the Service Provider holds the intellectual property rights and which exist as of the date of the Contract’s execution or arise during the performance of the Contract.

2.7 “Custom Work” means a work specifically created by the Service Provider for the provision of a particular Service to a specific Client and which is not a Generic Work or a Work for which the Service Provider does not hold the intellectual property rights. 

2.8 “Generic Work” means (i) a work that the Service Provider created prior to the date of execution of the Agreement; or (ii) a work that may be used by the Service Provider for various projects or services, or for multiple clients; or (iii) lines of code made available by third parties, free of charge or for a fee, including open-source software and modules; or (vi) any content management system used by the Service Provider, excluding in all cases Works for which the Service Provider does not hold the intellectual property rights.

2.9 “Force majeure” refers to events or circumstances beyond the control of the Party invoking it and which could not reasonably have been foreseen or avoided, including, but not limited to: changes in the regulatory framework, war, civil unrest, destruction of facilities or materials by fire, floods, earthquakes, explosions, or storms; labor disputes; epidemics, failure of public utilities or public transportation, internal or external strikes, social unrest, acts of terrorism, natural disasters, floods, fires, failures of suppliers or subcontractors, power outages, network provider outages, general Internet outages, and telecommunications service outages.

3. Article 3 – Nature and Scope of the Contract

3.1 The purpose of this Agreement is to define the terms and conditions under which the Service Provider provides the Client with any Service described in a purchase order signed by the Parties. 

3.2 Any purchase order issued under the Contract shall specify, where applicable, an order number, the names of the Services, the rates (excluding VAT), the duration of the assignment, the name of the Client’s representative for the purchase order, the billing address, and any other specific provisions regarding the order.

3.3 No products or services other than those expressly mentioned in the purchase order shall be deemed to be included, even implicitly, in the purchase order or in the Contract. 

3.4 Any order placed with the Service Provider shall be binding on the Service Provider only upon written confirmation by the Service Provider. Any changes made by the Client to the purchase order or the Service Provider’s offer shall be valid only if the Service Provider has accepted and confirmed them in writing. If a down payment is required for the order, the Client may not rely on non-payment of such down payment to be released from its obligations.

3.5 Unless otherwise specified, all orders must be accompanied by a deposit of at least thirty-five percent (35%) of the total amount of the quote. The Service Provider expressly reserves the right to begin providing the Services only after receipt of the deposit. In the event of a delay in payment of the deposit, the Service Provider shall not be liable for any delay in the provision of the Services. 

3.6 The Client may unilaterally cancel the order after signing the purchase order and before the commencement of the provision of Services, provided that the Client pays the Service Provider a lump-sum indemnity equal to thirty-five (35%) percent of the order amount, unless the Services are provided on a time-and-materials basis, in which case the notice period to be observed is two weeks. This lump-sum compensation is automatically due to the Service Provider without any formal notice in the event of unilateral cancellation of the order by the Client. 

4. Article 4 – Term and Termination of the Contract 

4.1 The Agreement shall take effect on the date of its execution and, unless the special terms and conditions or the purchase order specify the term of the Agreement, shall remain in effect for an indefinite period until the Agreement is terminated in accordance with its provisions. 

4.2 The Contract shall be automatically terminated, without notice or compensation, in the event of bankruptcy, a situation covered by the provisions of Book XX of the Economic Law Code, voluntary or judicial liquidation, or the irremediable deterioration of the financial condition of the Service Provider or the Client.

4.3 The Contract may be terminated without notice or compensation and without prejudice to other remedies, by either Party in the event of a material breach or default attributable to the other Party in the performance of its contractual obligations, without prejudice to the payment of damages by the Party responsible for the material breach or default, provided that the Party wishing to terminate the Contract for material breach has allowed a period of twenty (20) business days to the Party against whom the material breach is alleged so that the latter may remedy the material breach, starting from the date of sending a registered letter to the Party against whom the material breach is alleged, precisely identifying the nature of the material breach. The mere failure to remedy the material breach within the aforementioned twenty (20)-day period shall automatically result in the termination of the contract at the fault of the Party alleged to have committed the material breach, provided that such breach and its materiality are established. 

4.4 Where the Contract is entered into for an indefinite term, either Party may terminate the Contract at any time by providing three (3) months’ notice. Either Party’s intention to terminate the Contract must be notified to the other Party by registered mail or email with a return receipt requested. The notice period begins on the first day of the month following the month in which the notice was sent by one Party to the other Party. Unless otherwise agreed in writing by the Parties, the Client shall remain obligated to pay the Service Provider the price for all Services rendered up to the date of termination of the Contract. 

4.5 Unless otherwise agreed in writing by the Parties, the termination of the Contract and/or any purchase order for any reason whatsoever shall not release the Parties from their obligations (other than those relating to services rendered after the date of termination) and from their liabilities arising prior to the date of termination or which, expressly or tacitly, arise or continue to apply after the date of termination of the Contract and/or the relevant purchase order. 

4.6 The Service Provider is entitled to invoke non-payment of an invoice or failure to resolve any issue related to the Contract to prevent the Client from using the results of the Services or the Services already performed under the Contract. The Service Provider is also entitled to suspend the performance of any obligation arising from the Contract or a purchase order in the event of the Client’s breach of the Contract and the purchase order.

5. Article 5 – Terms of Collaboration and Guarantees

5.1 Upon initiation of any purchase order, if possible, the Customer shall designate at least one contact person and at least one alternate contact person duly authorized to bind the Customer with respect to the Services. The Service Provider shall designate at least one contact person and at least one alternate contact person for claims, scheduling, and general non-technical communication regarding the Services. 

5.2 The Services will be performed in accordance with the Agreement and in accordance with the terms of the purchase order.

5.3 The Agreement does not create any relationship of authority or subordination between the Parties. The Service Provider shall perform the Services independently and on a self-employed basis. The Agreement does not constitute an employment contract within the meaning of the Act of July 3, 1978, relating to employment contracts, and does not establish any joint venture or any form of partnership or corporation between the Parties.

5.4 Each Party expressly undertakes to strictly comply with the legal provisions applicable to it and, in particular, the tax and social security regulations applicable to itself, its management body or bodies, and its personnel.

5.5 The Client shall provide the Service Provider, at any time and at no cost, with all required or requested information, documents, and assistance necessary for the proper performance of the Services. 

5.6 Unless otherwise expressly agreed in writing, explicitly stating an obligation of result on the part of the Service Provider, the Services shall be provided on the basis of an obligation of means. The Service Provider undertakes to provide the Services in accordance with applicable laws and regulations, with all the skill, care, and diligence reasonably expected of qualified and competent professionals. It is expressly acknowledged and accepted by the Client that the Services involve innovation and development, such that there is significant uncertainty regarding the successful completion of the assignment. Therefore, the fact that the Services do not deliver the expected result or do not deliver a functional result shall not be considered a valid cause allowing the Client to terminate the Contract and/or the purchase order or to hold the Service Provider liable.  

5.7 Any mention of deadlines by the Service Provider for the provision of Services is provided for informational purposes only and does not constitute an obligation to achieve a specific result, unless otherwise stipulated. For a deadline to be binding, it must be clearly specified as such on the purchase order and accepted in writing by the Service Provider. In the event of the Service Provider’s failure to meet a binding deadline that has been validly accepted, the Client may obtain compensation for any damages caused by the Service Provider’s delay, the existence and amount of which the Client would establish, provided that such compensation shall not exceed ten (10) percent of the order price. Even when a strict deadline has been validly accepted by the Service Provider, the Service Provider is no longer bound by the deadline under the following circumstances: (i) the occurrence of a Force Majeure event, (ii) the Client’s failure to comply with the payment terms, (iii) a modification to the purchase order by the Client, accepted by the Service Provider, after its validation by both Parties, (iv) any delay attributable to the Client, for example regarding the provision of information requested by the Service Provider. 

5.8 The Service Provider offers the Customer no warranties other than those set forth in the Contract and/or the purchase order. The Service Provider does not guarantee the operation or uninterrupted operation of the Services. 

5.9 The Customer is solely responsible for the acquisition, upkeep, maintenance, and updating, at its own expense, of its own equipment (including computers and appropriate telecommunications services), which is necessary to enable the Customer to use the Services. The Customer agrees to ensure that its equipment is adaptable to, compatible with, and suitable for the use of the Services, and the Customer expressly releases the Service Provider from any liability in this regard. 

6. ARTICLE 6 – CONFIDENTIALITY

6.1 All Confidential Information disclosed by one Party to the other Party or otherwise obtained by the other Party (except for information that is in the public domain other than through a breach of this provision) shall be treated by the other Party as confidential and shall not be used in any manner other than as reasonably necessary for the performance of the Agreement, nor disclosed to third parties without the prior written consent of the Party that disclosed such information.

6.2 Confidential Information may be disclosed to the extent required by law or any regulatory authority; in such circumstances, the Party concerned shall notify the other Party in writing of the disclosure, where possible before it occurs, so that the other Party has sufficient opportunity to prevent the disclosure through appropriate legal means. Confidential Information may be disclosed by either Party in order to enforce its rights against the other Party. The Service Provider is authorized to disclose the Client’s Confidential Information to third parties, including subcontractors, to the extent necessary for the performance of the Contract. 

6.3 Notwithstanding the foregoing, as long as the Client does not withdraw its consent, the Service Provider is authorized to inform its clients, prospects, and other business contacts that the Client is one of its clients, and the Service Provider is authorized to use the Client’s name and logo on its list of references. The Service Provider shall immediately cease to mention that the Client is one of its clients and to use the Client’s name and logo upon the Client’s first request.

6.4 The confidentiality obligation established by this provision shall continue to apply with respect to any Confidential Information for as long as it remains confidential, even after the expiration of the Agreement. 

7. Article 7 – Intellectual Property Rights

7.1 Unless otherwise provided in the Agreement or in a purchase order, all intellectual property rights held by either Party prior to the effective date of the Agreement and/or developed and/or acquired unrelated to the Agreement shall remain the exclusive property of such Party. 

7.2 By signing the Agreement, the Client grants the Service Provider and its consultants a non-exclusive, non-transferable, and royalty-free license authorizing the Service Provider and its consultants to use and, as the case may be, modify, adapt, and improve the elements protected by the Client’s intellectual property rights, solely for the purpose of fulfilling the Service Provider’s obligations under the Agreement.

7.3 Pursuant to the Agreement, the Service Provider assigns to the Client all Intellectual Property Rights that the Service Provider shall acquire during the performance of the Agreement with respect to any Specific Creations. In particular, the Service Provider hereby agrees to assign exclusively to the Client, for the entire duration of such rights and in the broadest possible manner (i.e., for any form, means, and medium of exploitation), the economic copyrights pertaining to any Specific Creation that it may develop at any time during the performance of the Contract. Pursuant to this assignment, the Service Provider hereby assigns to the Client, in the broadest possible manner, worldwide and in all languages, the rights of reproduction, performance, adaptation, modification, correction, arrangement, creation of derivative works, dissemination, distribution, translation, transcription, analysis, commercialization, public performance, and the rights to use the Services in any manner whatsoever, by any means, using any current or future technology, on any medium, for any and all purposes, in any Country, and this for the entire duration of the legal protection applicable to these Services. The Client is authorized to assign or license the rights thus obtained from the Service Provider. The Client grants the Service Provider a non-exclusive, royalty-free, worldwide, and perpetual license to use the Intellectual Property Rights referred to in this provision in the broadest possible manner. 

7.4 Under the Agreement, the Service Provider grants the Client a simple, non-transferable license, without the right to sublicense, to all Intellectual Property Rights that the Service Provider owns or will come to own in any Generic Work during the term of the Agreement. This license is limited solely to the use of the Works for the Client’s own needs, on the Client’s premises, and only during the term of the Agreement.

7.5 Unless otherwise agreed in writing by the Parties, the assignment set forth in paragraph 3 of this provision and the license set forth in paragraph 4 of this provision shall take effect on the date of full payment of the amount owed by the Client to the Service Provider under the Contract. 

7.6 Half of the amount due under the Agreement to the Service Provider constitutes compensation for the transfer of the Service Provider’s economic copyright to the Client, and the Service Provider acknowledges that half of the amounts due under the Agreement by the Client sufficiently compensates for the transfer of its economic copyright to the Client.

7.7 Notwithstanding any provision to the contrary in the Agreement, it is expressly agreed that when the Service Provider markets software or services provided by third parties, the terms and conditions applicable to such third-party software and services are those established by the third parties, and the Client expressly agrees to comply with them. The Service Provider shall provide the Client with a copy of the terms and conditions applicable to such third-party software and services or shall inform the Client how to access them. The Client releases the Service Provider from any liability and the Client indemnifies the Service Provider against—and the Client shall hold the Service Provider harmless from—any claims, actions, and damages arising out of or in connection with a breach of the terms and conditions applicable to such third-party software and services attributable to the Client.  

8. Article 8 – Service Provider’s Fees

8.1 The Service Provider’s prices are set in accordance with the terms of the purchase order.

8.2 Unless otherwise specified in the purchase order, the Service Provider’s prices and the amounts listed in the purchase order do not include VAT, shipping costs, or administrative fees. The Customer agrees to pay VAT and any costs and expenses as invoiced by the Service Provider.

8.3 Unless otherwise specified in the purchase order, the Service Provider’s compensation shall include compensation for the transfer of economic copyright to the Client but shall not include the Service Provider’s costs and expenses specifically incurred in providing the Services to the Client (e.g., hosting fees, travel expenses outside Belgium, equipment costs, etc.). These costs and expenses shall be paid by the Client to the Service Provider in accordance with the terms of the purchase order. 

8.4 Any travel or other services provided by the Service Provider that are rendered unnecessary or superfluous due to the Client’s actions will be billed by the Service Provider to the Client. 

8.5 The Service Provider’s prices are indexed annually in accordance with the following formula: (Base Price × New Index) / Base Index. The indexed prices apply immediately to existing contracts. The index used is the consumer price index.

8.6 The Service Provider’s fees are due for the service rendered and not for the expected result thereof. Consequently, the Client remains obligated to pay the Service Provider’s invoices even if the invoiced services did not produce the expected result. 

9. ARTICLE 9 – BILLING

9.1 A deposit accompanying the order is payable upon signing the purchase order. Services will not commence until proof of payment of the deposit has been provided. 

9.2 The Service Provider’s invoices are payable at the Service Provider’s headquarters within fifteen (15) business days of the invoice date.

9.3 Any dispute regarding a payment request must be submitted in writing within fifteen (15) calendar days of the invoice date. The dispute does not release the Client from its obligation to pay. Any invoice issued by the Service Provider that is not disputed within fifteen (15) calendar days is deemed accepted by the Client as to its amount and may not subsequently be disputed.

9.4 The amount of any invoice not paid in full by the due date shall automatically and without prior notice be increased by late payment interest of one (1) percent per month, with each partial month counted as a full month. Late payment interest is compounded annually.

9.5 Without prejudice to the other provisions, if an invoice remains unpaid within thirty (30) days of its date of issuance, the Service Provider is entitled to increase the amount by fifteen (15) percent as compensation for administrative costs, with a minimum of two hundred (200) euros, unless it is able to establish, in accordance with the law of August 2, 2002, the actual costs incurred to recover its claim.

9.6 Similarly, without prejudice to the foregoing provisions, failure to pay an invoice by its due date entitles the Service Provider to suspend the performance of its services for the Client, to terminate any ongoing assignment, and/or to withhold any order until full payment of all amounts owed, including damages, late payment interest, and collection fees. Failure to pay an invoice by its due date shall render all amounts owed by the Client to the Service Provider immediately due and payable, regardless of any payment terms previously granted.

9.7 The Client hereby agrees that the Service Provider may set off any debt owed by the Client to the Service Provider against any claim the Client may have against the Service Provider. 

9.8 The Client authorizes the Service Provider to send all invoices electronically.

10. Article 10 – Liability

10.1 The Service Provider’s liability is limited to that which is mandatory under the law. The Service Provider shall only be liable in the event of gross negligence or willful misconduct attributable to it.

10.2 The Service Provider provides its Services and the Creations “as is.” The Service Provider makes no legal warranty, express or implied, regarding the Services and the Creations, including, but not limited to, any warranty of quality, fitness for a particular purpose, or results. The Client assumes all risks associated with the use or operation of the Services and the Creations. The Service Provider shall in no event be held liable for any damages of any kind whatsoever (including, but not limited to: loss of profits, loss of information, loss of data, business interruptions, bodily injury and invasion of privacy, loss of revenue, decrease in revenue, or any increase in the Client’s overhead costs) and shall not be held liable for any financial or other loss related to the Contract or the inability to use the Services, even if the Service Provider had been informed of the risk of such damages occurring.

10.3 The Service Provider makes no warranties of any kind, whether express, implied, statutory, or otherwise, with respect to the Services. Unless otherwise expressly provided in the Agreement, the Provider excludes, to the fullest extent permitted by applicable law, all warranties relating to the Services, whether in fact or in law, express or implied, including implied warranties of quality, fitness for a particular purpose, non-infringement, and all warranties arising from any course of dealing. The Provider shall not be liable to the Client or any third party for any modification, price change, involuntary suspension, or interruption of the Services, or any other item provided or otherwise made available to the Client under the Agreement. 

10.4 In particular, the Service Provider is not liable for errors, inaccuracies, service interruptions, power outages, or system failures in the Client’s infrastructure or that of any third party in connection with the Services. The Service Provider does not warrant that the Services will meet the Client’s requirements, that the operation of the Services will be uninterrupted or error-free, or that defects in the Services will be corrected. The Provider does not guarantee the accuracy or suitability of the results obtained through the use of the Services. No advice or information obtained by the Client from the Provider shall create a warranty not expressly set forth in the Agreement.

10.5 Without prejudice to the other provisions of the Agreement, the Customer hereby assumes all risks associated with the use of the Services. The Service Provider disclaims all liability and makes no express or implied warranties regarding the use of the Services. 

10.6 Without prejudice to the other limitations of liability included in the Agreement, the Service Provider does not guarantee the compatibility of the Services with all types of equipment, and the Services are not compatible with all equipment.

10.7 Without prejudice to the warranty applicable to the equipment, any claim by the Client must be received by the Service Provider within fifteen (15) calendar days. Claims that are valid—in the sense that the Service Provider may be held liable within the limits established in paragraph 1—and that are made in a timely manner by the Client shall result in repair or replacement (in whole or in part) or reimbursement by the Service Provider, without the Service Provider being further liable for compensation.

10.8 Where liability can be established within the limits set forth in paragraph 1 and repair, replacement, or completion is not possible, the Service Provider shall cover the damage, but only up to the amount of sums that the Customer in question has actually paid to the Service Provider during the three (3) months preceding the occurrence of the loss.

10.9 The Service Provider shall not be liable for any damages arising from the Client’s breach of the Agreement. Furthermore, the Service Provider shall not be liable for defects caused directly or indirectly by the Client or a third party, regardless of whether such defects were caused by fault or negligence. Under no circumstances shall the Service Provider be liable for the Client’s use of the Services, and in particular for the manufacture or distribution of products created by the Service Provider. 

10.10 Neither Party shall be held liable for any delays or problems in the performance of the Contract if they result from a Force Majeure event. Under penalty of nullity, the Party wishing to invoke Force Majeure must notify the other Party in writing as soon as possible, make every effort to limit its duration, and notify the other Party in writing when the events or circumstances constituting Force Majeure have ceased. If the Force Majeure event lasts for more than thirty (30) calendar days, either Party may automatically terminate the Contract by registered letter without being liable for damages to the other Party. 

11. Article 11 – Warranty 

11.1 1. Except in cases of willful misconduct or gross negligence on the part of the Service Provider, the Client shall indemnify and hold the Service Provider harmless from any and all claims, claims, or legal proceedings of any nature whatsoever that may be brought or instituted by a third party against the Service Provider and that are a direct or indirect consequence of, or related to, work or services performed or to be performed by or on behalf of the Service Provider for the Client, or that are otherwise related to an assignment entrusted by the Client to the Service Provider, including, without limitation, all damages, costs, or indemnities that may be charged to the Service Provider and related to such action, claim, or lawsuit. If the Client has itself paid such damages in this context, it may not, at any time, seek reimbursement from the Service Provider for the payments it has thus incurred.

11.2 The Client agrees that the Service Provider makes no warranty and assumes no liability regarding the suitability of the Services for the Client’s specific needs. The Service Provider shall take all reasonable measures to provide the Client with compliant services, without, however, making any warranty in this regard.

12. Article 12 – MANUFACTURE OF PRODUCTS FOR THE CUSTOMER

12.1 Where the Services include the provision to the Client of products (“Pre-series”) manufactured by the Service Provider’s subcontractors and created by the Service Provider in performance of the assignment entrusted by the Client, the Pre-series delivered to the Client shall be deemed to have been accepted by the Client no later than five (5) calendar days after delivery, unless the Client notifies the Service Provider of a specific and detailed complaint by certified letter before the expiration of this period. Approval covers all apparent defects and non-conformities, that is, all defects that the Client could have detected at the time of delivery or within five calendar days following delivery through a careful and thorough inspection. 

12.2 The Service Provider offers no warranty to the Customer regarding the “Pre-series.” In particular, the Service Provider does not warrant that the “Pre-series” are free from apparent or hidden defects, are functional, or will meet the Customer’s needs. The Service Provider assumes only an obligation of means regarding the “Pre-series,” namely to make reasonable efforts to have the “Pre-series” manufactured by subcontractors acting under their own responsibility. 

12.3 Where the law requires the Service Provider to guarantee the “Pre-series,” the Service Provider’s liability shall not exceed the invoiced value of the equipment in question. 

12.4 No claim by the Client shall in any way suspend the Client’s obligation to pay amounts owed to the Service Provider, and the Service Provider’s acceptance of the return of the equipment shall not constitute an acknowledgment of any error or damage. 

12.5 Any equipment sold to the Customer must, in principle, be picked up by the Customer at the Service Provider’s headquarters within the timeframe set by the Service Provider. When the Service Provider agrees to deliver the equipment to the Customer, such delivery shall be made in accordance with terms freely determined by the Service Provider, and the equipment in question shall travel at the Customer’s expense and risk, except in cases of intentional misconduct or gross negligence attributable to the Service Provider or its agents. Transportation costs for the equipment shall be billed separately to the Customer. 

12.6 The Customer’s failure or refusal to take delivery of the ordered equipment constitutes a material breach of the Contract, entitling the Service Provider to invoke Article 3.3 of the Contract. In such a case, the Client shall be liable to the Service Provider, as of right and effective as of the date of termination of the Contract, for a lump-sum indemnity equal to the total amount of the order, without prejudice to the Service Provider’s other remedies and its right to seek compensation for any portion of the damages that may exceed the amount of the aforementioned lump-sum indemnity. 

12.7 The transfer of risk regarding the equipment sold by the Service Provider to the Customer takes effect upon signature of the corresponding purchase order. Ownership of the equipment sold by the Service Provider to the Customer transfers upon the Customer’s full payment of the price of the equipment in question and its accessories (including any fees, interest, and penalties). Prior to the transfer of ownership, the Customer is expressly prohibited from selling, transferring, pledging, or otherwise disposing of the equipment sold by the Service Provider to the Customer. The Service Provider may invoke this retention-of-title clause eight days after sending a formal notice to pay, by certified letter with return receipt, addressed to the Customer and remaining without effect. The equipment in question must then be returned to the Service Provider immediately upon request. The Customer shall nevertheless remain solely liable for the loss, even in cases of unforeseeable circumstances or force majeure, of the goods sold.

12.8 It is expressly agreed between the Parties that the Client releases the Service Provider from any direct or indirect liability relating to the equipment delivered by the Service Provider to the Client, to the maximum extent permitted by law. This Article 13 supplements and does not replace the other provisions of the Contract, particularly those relating to liability and warranties. 

13. ARTICLE 13 – PERSONAL DATA 

13.1 1. The Client authorizes the Service Provider to process the personal data that the Client provides to the Service Provider. The Client acknowledges that the processing of the personal data provided to the Service Provider is necessary for the performance of the Contract. The purpose of the processing is to perform the tasks entrusted to the Service Provider and to comply with any regulatory or legal obligations of the Service Provider. The personal data provided by the Client to the Service Provider and the data subjects may fall under any category. The Client authorizes the Service Provider to engage subcontractors for the processing of personal data. The Service Provider will retain personal data for the duration of the Contract in accordance with applicable legal requirements, and only for as long as necessary for the purposes described herein or for as long as required by law or to support or defend against potential legal claims. Any questions or requests regarding personal data provided to the Service Provider may be submitted by sending an email to the address listed in the Service Provider’s privacy policy. The Client indemnifies the Service Provider against any and all claims and actions by third parties, whether direct or indirect, relating to the processing of the personal data referred to herein that the Client has provided to the Service Provider, and the Client indemnifies the Service Provider against any and all claims and actions by third parties relating to the processing of such personal data. 

13.2 The Client hereby declares that it has read and will comply with the Service Provider’s policy regarding the processing of personal data.

14. ARTICLE 14 – ASSIGNMENT

14.1 The Service Provider has the right to assign the Contract in whole or in part, as well as the rights and obligations arising from the Contract, to any third party without the Client’s consent. In particular, the Service Provider has the right to assign any claim it holds against the Client, and such an assignment shall result in the Client’s obligation to pay the new holder of the claim. The Service Provider has the right to subcontract all or part of the Services to subcontractors without the Client’s consent.

15. ARTICLE 15 – ENTIRE AGREEMENT

15.1 This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. It supersedes all other agreements, proposals, offers, or statements of intent previously made by either Party, the general terms and conditions of either Party, as well as any other communications between the Parties regarding the content of this Agreement.

15.2 Any amendment or modification to the Agreement shall constitute an amendment to the Agreement and shall be binding on the Parties only to the extent that such amendment or modification has been made in writing and has been approved in writing by each Party. A waiver, even if extended, shall in no event be deemed a tacit amendment to the Agreement. 

15.3 Any waiver by a Party of all or part of its rights or interests under the Agreement must be in writing. The fact that a Party does not assert one of its rights under the Agreement or does not insist on the other Party’s compliance with the provisions of the Agreement shall not be construed as a waiver of that right or as acceptance of a breach of the Agreement. 

15.4 The Agreement forms an integral part of the offers or any agreement entered into between the Service Provider and the Client. 

15.5 The Contract takes precedence over the Client’s general or special terms and conditions, even if the latter provide that they apply exclusively. Any deviation from the Contract is permitted provided that the Service Provider gives its prior written consent. 

15.6 Any purchase order shall be deemed to include, to the extent applicable, the general and specific terms and conditions of the Service Provider and any document attached to or referenced in the purchase order, unless otherwise provided in the purchase order. In the event of any conflict between a provision of the Service Provider’s general or specific terms and conditions and a provision of the purchase order, the relevant provision of the purchase order shall prevail over the relevant provision of the Service Provider’s general or specific terms and conditions. The order of precedence of the contractual documents agreed upon by the Parties is as follows: (1) the purchase order prevails over, (2) any special terms and conditions prevail over (3) these general terms and conditions. All these documents apply in full to the contractual relationship between the Service Provider and the Client, except and only to the extent that there is an inconsistency between them, in which case the aforementioned order of precedence applies to the relevant provision(s). 

15.7 The Service Provider’s failure to enforce any provision of the Agreement shall in no event be deemed or construed as (i) a waiver of its subsequent enforcement, or (ii) a waiver of the Service Provider’s enforcement of the other provisions of the Agreement.

16. ARTICLE 16 – NON-SOLICITATION

16.1 During the term of the Agreement and for a period of twenty-four months following the termination of the Agreement, the Client shall refrain from, directly or through an intermediary, for its own account or on behalf of a third party, poaching, attempting to poach, engaging the services of, or recruiting any member of the Service Provider’s staff, any independent contractor of the Service Provider, any supplier of the Service Provider, or any business partner of the Service Provider of whom the Client became aware during all or part of the term of the Contract. This clause does not apply to prohibited acts resulting from standard, general recruitment advertisements that do not specifically target any member of the Service Provider’s staff or independent contractor, any of the Service Provider’s suppliers, or any of the Service Provider’s business partners.

16.2 In the event of a total or partial breach of the non-solicitation clause, during or after the termination of the Contract, the Client shall automatically be liable to pay the Service Provider a minimum lump-sum indemnity of thirty thousand euros (€30,000). This lump-sum compensation shall in no way prejudice the Service Provider’s right to initiate any proceedings necessary to defend its interests and to claim damages in an amount exceeding thirty thousand euros (30,000,- EUR) from the Client, provided that the amount of the damage caused to the Service Provider as a result of the violation of the non-solicitation clause exceeds the amount of the lump-sum compensation owed to the Service Provider under the Contract. 

17. ARTICLE 17 – NON-COMPETITION

17.1 The Service Provider agrees, both during the term of the Contract and for a period of two years following the termination of the Contract, not to provide services that directly compete with the Services, within the same territory and in the same market as those in which the Client operates under the Contract. 

18. ARTICLE 18 – NOTIFICATIONS

18.1 Any notice required under the Contract shall be deemed valid if delivered either by hand to the persons concerned with a signature as acknowledgment of receipt, or by fax or email with confirmation, or by certified mail to the addresses specified in the Contract. Each Party is required to notify the other Party of any change of address that occurs during the term of the Contract.

19. ARTICLE 19 – INVALIDITY

19.1 The invalidity or unenforceability of any provision of the Agreement shall in no way affect the validity and enforceability of the other provisions of the Agreement.

19.2 The Parties agree to replace any provision of the Agreement that is invalidated with another provision having equivalent economic effect. 

19.3 If any provision of the Agreement is held to be invalid, that provision shall apply to the maximum extent permitted by law.  
20. Article 20 – Governing Law and Disputes

20.1 The Agreement is governed by Belgian law.

20.2 Any disputes arising out of or in connection with this Agreement shall be settled, in the first instance, by the Commercial Court of Nivelles and, on appeal, by the Court of Appeal of Brussels. The language of the proceedings shall be French in all cases.