1. GENERAL: These general terms and conditions (hereinafter the “General Terms and Conditions”) apply to all offers, services, deliveries and agreements with Equipo BV with registered office at BE-9270 Ghent, Haeghensgoed 41 (VAT-BE-0699.822.633 ) (hereinafter “Equipo BV”), even if there are conflicting provisions stated on documents of the Customer.
2. OFFERS AND QUOTATIONS: All offers and quotations by Equipo BV are without obligation until accepted by the Customer. All prices are always exclusive of VAT (unless otherwise stated). The contract shall be concluded when the Customer signs the quotation unchanged for approval and returns it to Equipo BV before the expiration date. Any order or order confirmation by the Customer, commits the Customer. The cancellation of an order by the Customer is possible as long as Equipo BV has not yet started its work and/or services and subject to the payment of damages of 25% of the agreed price, with a minimum of EUR 500.
3. EXECUTION PERIOD: The execution period and/or date of delivery is always indicative, and never binding on Equipo BV. Delay in delivery shall not entitle the Customer to compensation or reduction of price, nor to dissolution of the contract.
If Equipo BV and the Customer have expressly agreed on a binding delivery period, that period will be extended if the Customer fails to transmit information, documents, originals or images (in a timely manner), if the Customer places additional orders, or in the event of force majeure.
4. RISK: All goods belonging to the Customer and located at Equipo BV will be kept there at the Customer’s risk.
5. PAYMENT MODALITIES: When ordering a “fixed fee” project, an invoice of 50% of the total amount is issued upon approval of the estimate by the Client. During the course of the project, the next 25% is invoiced and towards the end of the project, the last 25% will be invoiced. When ordering “credits”, the full amount is invoiced at the start of the credits project and Equipo BV periodically keeps the Customer informed about the remaining budget of these credits. When ordering a “project with timetracking”, all hours are invoiced monthly according to the number of hours performed. Equipo BV’s invoices shall be paid by the Client on their due date by transfer to Equipo BV’s account number. If the Customer fails to make payment within 8 days after receiving a demand for payment to that effect from Equipo BV, the Customer shall owe Equipo BV default interest of 1% per month and liquidated damages of 12% of the invoice amount with a minimum of EUR 125, from the date of demand until full payment. In addition, Equipo BV reserves the right to suspend further performance of its undertakings until the Customer has paid the overdue invoices. Any delay in payment by the Customer shall make all sums due and payable at once. In that case, the Customer may not use the creations made by Equipo BV.
6. COMPLAINTS: Disputes must be sent to Equipo BV by reasoned registered letter within seven working days of the sending of the invoice. For complaints or disputes relating to the services provided, the period will begin the day after delivery. With respect to the invoice, the period will begin on the invoice date. A dispute can under no circumstances justify a postponement or suspension of payment. In the absence of a timely protest, the services/invoices are definitively accepted and payment is due.
7. LIABILITY: Equipo BV undertakes to perform all services to be provided with care. All performances by Equipo BV are means commitments. Equipo BV shall not be liable for errors in performance due to insufficient or incorrect information and/or insufficient cooperation by the Customer. Equipo BV shall not be held liable for any error (even gross error) made by it or its appointees, except in the case of fraud. In no event shall Equipo BV, whatever the cause, form or subject matter of the claim in which liability is asserted, be held liable for any consequential damages such as, for example, loss of anticipated profits, decrease in sales, increased operational costs, loss of clientele, which the Customer or third parties would suffer as a result of any error or negligence of Equipo BV or any appointee. In any event, Equipo BV’s liability with respect to services rendered to the Customer shall be limited to either the refund of the price paid by the Customer or the reperformance of the services, at Equipo BV’s option. The total liability of Equipo BV, will never exceed the price paid by the Customer to Equipo BV for the services that gave rise to the claim. With respect to services originating from third party suppliers, Equipo BV shall not accept any liability in excess of or different from the liability that the third party suppliers are willing to accept for their products or services.
8. INDEMNITY: The Customer shall indemnify Equipo BV against any claims by third parties who may sustain damage in connection with the execution of the agreement, the cause of which is attributable to other parties than Equipo BV. If Equipo BV should be held liable on that account by third parties, the Customer must assist Equipo BV both extra-judicially and judicially and must immediately do everything which may be expected of him in that case. If the customer fails to take adequate measures, Equipo BV will be entitled to do so itself without any notice of default. All costs and damages on the part of Equipo BV and third parties resulting from this shall be entirely at the expense and risk of the Customer.
9. INTELLECTUAL PROPERTY RIGHTS: Intellectual property rights shall be understood as all intellectual, industrial and other property rights (whether registered or not).
Equipo BV is and will remain the sole and exclusive owner of all Intellectual Property Rights relating to all its concepts, products, services, methodologies, reports, advice edm. Customer acknowledges and accepts that, except as otherwise agreed in writing, Equipo BV does not in any way grant any right or license to the Intellectual Property Rights to Customer, nor any transfer or assignment of Intellectual Property Rights to Customer. Similarly, if Equipo BV were to make any changes to its modules -at the Customer’s direction or direction free of charge or for a fee- such changes may not result in the Customer acquiring any Intellectual Property Rights or other rights in the modules, unless expressly agreed otherwise in writing.
10. RECRUITMENT OF STAFF, SUBCONTRACTORS OR FREELANCERS: The client will not directly employ or offer a contract to any member of Equipo BV’s staff, its subcontractors, or its freelancers, both during the term of the contract and for a period of 6 months after the end of the current contract. Any breach of this agreed obligation constitutes unfair recruitment, which shall irrevocably result in the payment of a sum of €15,000 per person, by way of compensation.
11. TERMINATION: If the Customer is guilty of a serious contractual default that the Customer does not remedy within 8 days of receiving a notice of default sent by registered mail, Equipo BV shall have the right to either (i) suspend the contract until the Customer has fulfilled its commitments or (ii) terminate the contract with immediate effect. The non-payment of one or more invoices on their due date, will always be considered a serious contractual default. Upon termination of the agreement, the Customer shall pay all services rendered by Equipo BV, as well as the expenses incurred by Equipo BV as a result of such termination, plus liquidated damages of 30% of the amount Equipo BV could still have invoiced to the Customer if the agreement had been fully executed. In any case, any advance paid will remain acquired for Equipo BV. In addition, Equipo BV reserves the right to claim higher damages if it proves that its actual damages suffered are greater than the lump sum damages as determined above.
12. INSURANCE: In the event of a cessation of payment by the Customer, as well as in the event of bankruptcy, insolvency, WCO, or apparent insolvency of the Customer, Equipo BV shall have the right to terminate all contracts with immediate effect, without the Customer being entitled to any compensation.
13. PROCESSING OF PERSONAL DATA:
In the course of providing services to the Customer, Equipo BV processes personal data of the contact persons specified by the Customer. The contact data of these persons will be processed for the purpose of ‘Customer Management’, i.e. to get in touch with the Customer regarding the services. The contact persons have a right of access and correction with respect to their data. If Equipo BV processes employee personal data, as defined in Article 2 of the Privacy Directive 95/46/EC (hereinafter “Personal Data”), Equipo BV will (i) respect all laws and regulations relating to the protection of private life, (ii) process employee Personal Data only on behalf of Customer and in accordance with Customer’s instructions; (iii) Equipo BV will not use employee Personal Data for any purpose other than in the context of its services; and (iv) Equipo BV will implement appropriate technical and organisational security measures.
14. REFERENCE: Customer agrees that the work performed by Equipo BV for Customer will be included in Equipo BV’s reference portfolio.
15. FORCE MAJEURE: Force majeure such as, among others, strikes, public unrest, administrative measures and other unexpected events beyond Equipo BV’s control, shall, for the duration of the nuisance and for their scope, free Equipo BV from its obligations, without entitlement to any price reduction or compensation for the Customer.
16. NULLITY: If any provision of these Terms and Conditions is void, the remaining provisions will remain in full force and effect and Equipo BV and the Customer will replace the void provision with another provision that approximates the purpose and intent of the void provision as closely as possible.
17. DISPUTES: The competent courts of Ghent shall have exclusive jurisdiction to hear and determine all disputes and litigation arising in connection with any agreement to which these General Terms and Conditions apply. The relationship between Equipo BV and the Customer shall be governed by Belgian law.
Questions? Contact support@getequipo.com