Terms and Conditions
These are the general terms of sale, delivery and maintenance by C-Clear Partners BVBA, company under Belgian law with head office in Belgium in 2640 Mortsel, Jacob Van Arteveldestraat 30, registered under VAT BE / RPR Brussels 0847.823.847 (hereinafter referred to as “CCP”).
Article 1: Scope
1.1. These general conditions are applicable to any CCP offer and to any agreement between CCP and its Customers (“the Customer”). They are applicable with the exclusion of the conditions agreed in the contracts between CCP and the Customer, even if stated otherwise. As such deviations should be documented in a formal agreed and signed contract (also referred to as MSA or Master Service Agreement)
1.2. An order by the Customer is only contractually binding for CCP when CCP has expressly accepted the contents thereof in writing. For the Customer, each order will immediately constitute a contractually binding offer, even prior to the written acceptance thereof by CCP.
1.3. Should the Customer wish to make use of CCP products and/or services for non-professional use, he is to notify CCP on the matter in writing and in advance, if not he will irrevocably be regarded as a professional user, acting within the framework of his professional activities.
Article 2: Prices
2.1. The prices indicated by CCP are to be considered as estimates or a budget and will entail no binding value, but only indicative value. Price proposals by CCP are only valid for 30 days in all cases.
2.2. The prices are indicated ex works: VAT and other taxes or levies, costs involving communication, translation, training, travel and accommodation, and generally demonstrable advances are not included in the estimated prices or rates, unless explicitly expressly stated otherwise.
All additional supply of services performed by CCP at the Customer’s request will immediately be invoiced directly to the Customer at the rates prevailing at that time.
2.3. Consultant rates are indexed on January 1st of each year based on the following formula: new fee = old fee [0.2 + 0.8 (Agoria index of year n+1) / (Agoria index of year n)]. Article 2.3. is not applicable for products or services of third parties. As a result, price fluctuations can be charged to the Customer.
2.4. CCP preserves the right to adapt prices for products or services on a yearly basis. For instance, when the scope or content of the consultant’s assignment at the Customer has been changed in such a way that a price increase is justified (e.g. different responsibilities, increased scope of work, …).
CCP will notify customer at the latest 1 month before the new price takes effect. Customer is then entitled to reject the new price. Upon rejection CCP has the right to replace the consultant or remove him/her from the project at the date the new price will take effect.
Article 3: Payment
3.1. All payments are to be effectuated within 30 days after the invoice date without any deductions or set-off, unless otherwise agreed between CCP and the Customer.
3.2. Invoices are to be disputed within a period of 15 days after their issuance, failure to do so will constitute acceptance of the respective invoices. Should a part of an invoice be disputed in good faith, the undisputed part shall be immediately paid. Upon settlement of the dispute, all amounts payable to CCP shall be paid including the interests, starting on the day on which the amounts became payable.
3.3. If the term of payment is exceeded, an interest is due ipso jure at a percentage of minimum 1 % per month at the mere expiry of the term of payment (in pursuance of art. 1139 of the Civil Code), each started month counting as a complete month. All judicial and extrajudicial collecting charges will be at Customers expense and will be due at the mere expiry of the term of payment. The (extra) judicial collecting charges are set at 15 % of the amount due, with a minimum of 125 EUR.
3.4. Negligence in payment may prompt CCP, after notification, to cancel any prevailing agreements or to suspend them until the next payment has taken place, without prejudice to CCP’s entitlement to damages.
Moreover, in case of sustained default of payment, CCP is entitled to legally terminate the agreement in writing without any prior notification and without the Customer being entitled to claim damages, without prejudice to CCP’s entitlement to claim damages in the amount of half of the fees owed for these remaining commitments, without prejudice to CCP’s entitlement to a higher amount based on proven damage incurred.
3.5. Should CCP feel that the Customer’s solvency warrants it, CCP may ask the Customer, even after conclusion of the agreement, that he meets the indemnity set by CCP for the payment of future deliveries, and CCP may suspend the delivery/deliveries until the requested indemnity is met and/or may unilaterally modify the terms of payment which were agreed.
The delivered software and components will remain property of CCP as long as the Customer has not yet fully paid CCP as well as any possible interests and/or flat-rate fees. CCP may invoke reservation of title without any prior notification. The Customer will pay any possible costs on the matter.
Article 4: Guarantees
4.1. The Customer can only appeal to the guarantees the software vendor committed himself to directly with respect to the Customer.
4.2. The guarantees included below are valid exclusively in case the delivered software is owned by CCP. CCP will invest the appropriate care into the development of the software, keeping in mind that standard software is destined for application by a large group of users, and is therefore of a general character. CCP guarantees that the software is delivered with normal professional care and in a diligent and competent manner, in accordance with the documentation, and that the software will operate in accordance with the documentation for one year. The correction of any non-compliance with this guarantee within reasonable and commercially feasible bounds is CCP’s only obligation, on condition that the Customer notifies CCP in writing and in a sufficiently clear manner within thirty (30) days after the software is delivered or within thirty (30) days after successful completion of the acceptance tests, if applicable.
This guarantee is not applicable if the software is wrongly used or inappropriately modified, or in case of any other causes which are alien to CCP. CCP does not guarantee, nor is it responsible for, the operation of products or services delivered by third parties and not sold by CCP, their
compatibility or integration, or any information given on the matter.
Article 5: Intellectual Property
5.1. For software owned by third parties (e.g. software vendors), be it purchased directly from the supplier by the Customer or delivered by CCP, the terms of delivery, licenses, guarantees, terms of support and other contractual terms which the supplier of the software in question renders applicable will all apply in principle. CCP will not accept any complementary obligations on the matter. The Customer will inform himself of these terms in a timely fashion and accept and sign them if needed.
5.2. Every software adaptations and/or documentation created by CCP on behalf of the Customer subject to this agreement will become the ownership of the Customer from the moment all payments on invoices related to this activity have been received. CCP however upholds the right to apply the techniques and methods used during the creation of these programs on behalf of other customers.
Article 6: Breach of contract
6.1. If the Customer cancels the entire order or part of it, or if he fails to take delivery of all or part of the goods or services, CCP is entitled to claim dissolution or execution of the contract.
6.2. The damage incurred by CCP amounts to a minimum of 50% of the value of the order or to the non-respected part of it, on the understanding that CCP can prove the real damage, by all legal means, if it exceeds this amount. CCP is entitled to cancel this agreement, without notification, in the event that the Customer has requested respite of payment or is in a state of bankruptcy or notorious insolvency.
6.3. Moreover, both CCP and the Customer are entitled to immediately terminate the existing contractual relationships between them by registered mail in case of bankruptcy or liquidation of the other party, or for any significant cause which may substantially jeopardize either party’s rights.
Article 7: Non-solicitation
7.1. During the entire duration of the service provision by CCP and during a period of 24 months after the termination thereof, the Customer commits, except for prior written consent of CCP, to not hire, directly or indirectly, any staff member of CCP who was deployed as assignment executer, or to have him/her perform operations outside of the framework of the agreement between CCP and the Customer.
7.2. The same injunction is applicable pertaining to the appointees of CCP who perform the service provision for the Customer, yet who are not staff members of CCP proper, and also pertaining to CCP delegates who are deployed as replacements of the executer(s) mentioned in the agreement or as extra executers during the service provision. Any infraction of this injunction will be cause for damages, set by default at two years of gross pay of the involved staff member. The same damages will be payable by the Customer should he obtain the same result by any other means in an effort to circumvent this injunction.
Article 8: GDPR
8.1. To the extent that the parties process personal data, CCP will take the measures that are reasonable and appropriate to protect these personal data in accordance with the guidelines of the General Data Protection Regulation (EU) 2016/679, within the limits indicated by the processor agreement that the parties will conclude as per this main agreement or indicated by the provisions that will be included in the relevant appendix of this main agreement.
8.2. During the execution of the work assignment(s), CCP may come in contact with processes and regulations related to data privacy (eg. GDPR-legislation). Although CCP will work together with the Customer in making the solution GDPR compliant, CCP can never be held accountable for violations against the GDPR legislation. The responsibility with regard to defining the GDPR related processes remain at all time the responsibility of the Customer.
Article 9: Reconstruction of data and programs
9.1. The Customer is solely responsible for the establishment of procedures which will enable him at any time to reconstruct lost or altered files, data or programs, regardless of the cause of the loss or change. The Customer should at least have possession of the necessary back-up copies of his computer programs, files and data at all times.
9.2. As far as viruses are concerned, CCP can never be held liable for viruses in the Customer’s system, nor for the consequences.
Article 10: Confidentiality
10.1. During the delivery of the services, it’s possible that both parties transfer confidential information belonging to them to each other which may be used within the boundaries of the service delivery. This information may concern sensitive data, research information, knowhow, business activities, processes, studies, technical descriptions, softwarecode, etc. Such information (“confidential information”) can be explicitly, written or verbally, be stamped as confidential or be deemed confidential according to in general accepted standards. In case such information (i) is publicly known without infringement to this clause, or (ii) was already known on legal basis by the receiving party without non-disclosure agreement, or (iii) was independently developed by the receiving party, or (iv) was legally apprehended through a 3rd party who did not have a non-disclosure agreement, it will not be considered as confidential information.
10.2. CCP and the Customer commit to take any precautions in order to keep such confidential information as secret and not to reveal any confidential information from the other party to 3 rd parties, with the exception of 3 rd parties which are involved in the delivery of the services and for whom the sharing of this information is of essential importance in light of the delivery of the service(s) and who have entered into a written confidentiality agreement the provisions of which are not less stringent than those set forth herein so that onto these 3 rd parties, a similar non-disclosure agreement will be enforced. The Customer will ensure that his staff members, which do not need to acquire the knowledge or knowhow of the confidential information from CCP or its providers, will not get access to those. Each party also agrees to use the other party’s confidential information only for the purpose of performing the services and for no other purpose whatsoever. The Customer will not erase or change any specific markings within software, materials, documentations or references with regard to the appliance of rights and the confidential nature of the data.
Article 11: Applicable law
11.1. The agreements are governed by Belgian law, to the exclusion of the treaty of Vienna concerning international contracts of sale of movable property. The Customer commits himself to submit all complaints concerning the function of the software to CCP before instituting any proceedings, on penalty of dissolution. CCP has one (1) month to check whether or not the complaints are justified. Any dispute connected with this agreement is the exclusive jurisdiction of the Courts of Antwerp, both for domestic and international transactions.