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General Terms and Conditions

ARTICLE 1: Subject agreement

This agreement outlines the terms and conditions governing the provision of IT services by Cnext, a private limited company, having its registered office at Prins Boudewijnlaan 5, 2550 Kontich with enterprise number 0892.927.362, to the customer (hereinafter the “Customer”). This document exclusively applies and supersedes any other conditions of the Customer in connection with offers and agreements. In the event of any contradictions between these General Terms & Conditions, any annex or specific conditions agreed upon between the parties, the stipulations of the annex or specific conditions shall prevail.


ARTICLE 2: Customer Responsibilities

Upon acceptance of this agreement by signing this offer, the Customer agrees to assume the following responsibilities throughout the project's duration to enable Cnext to fulfill its obligations within the project's scope:

  1. The Customer warrants that when ordering Services, they have received accurate information from Cnext regarding all significant aspects of the Services and have sufficient understanding of Cnext's scope of work.
  2. The Customer must ensure that the services  provided by Cnext, including but not limited to IT consultancy, support, implementation and any other services as further described in the applicable offer or specific conditions (hereinafter the “Services”), are used in compliance with Cnext's instructions and advice.
  3. The Customer agrees to provide suitable site facilities and working accommodations for Cnext, including meeting room space, chairs, adequate lighting, access to telecommunications and internet services, and access to IT systems where necessary.
  4. The Customer ensures that Cnext employees will not be exposed to unsafe conditions or hazardous materials. If such conditions arise, the Customer must promptly notify Cnext in writing.

For the purpose of executing this Agreement, the Customer guarantees Cnext access to their premises during working days within the Customer's normal working hours, which should be communicated in writing.


ARTICLE 3: Responsibilities of Cnext

Cnext will provide Services to the best of its ability and in accordance with industry standards at the time of Service provision. Cnext's obligation is a commitment to deliver its services to the best of its ability rather than a guarantee of specific results.

The Customer acknowledges that Cnext may utilize services or products from third parties in the provision of Services and that Cnext may engage personnel or subcontractors of its choosing for Service provision.

Cnext has the discretion to determine the tools and methods used for Service provision, irrespective of other provisions in the Agreement.


ARTICLE 4: Fees

In exchange for the Services rendered by Cnext under this Agreement, the Customer agrees to pay the agreed-upon fees as specified in the offer, approved by the Customer or in the Agreement. The Customer will reimburse Cnext for additional expenses incurred during Service performance, subject to justification documents, and as outlined in each Service order. Administrative costs, if applicable, will be added and pre-agreed upon in writing by the Customer. All invoices are due 30 days from the invoice date. The Customer may protest invoices no later than eight (8) calendar days after the invoice date by registered letter, with detailed statement of reasons. In the absence of timely and motivated protest, invoices shall be deemed accepted. Unpaid invoices will incur interest at the legal rate for commercial transactions (in accordance with the law of August 2, 2002), plus an additional 2% from the invoice's due date. Additionally, each unpaid invoice on its due date will be subject to a penalty clause of 10%, without the need for prior reminders or injunctions.

In the event of late payment, all other outstanding claims against the Customer, whether or not yet due, shall become immediately due and payable by operation of law and without prior notice of default. Cnext reserves the right to suspend the provision of Services, without prior notice and without incurring any liability for such suspension, in the event of non-payment or late payment by the Customer of any invoice, until full payment of all outstanding amounts has been received.

Base rates, calculated on an 8-hour workday, apply during normal business hours (between 8 AM and 7 PM). If the Customer requests services outside of normal business hours, the following rate increases shall apply:

  • Business days outside normal hours (6 am to 8 am & 7 pm to 10 pm): 150% of base rate
  • Saturday normal hours: 150% of base rate
  • Sunday or Bank Holiday normal hours: 200% of base rate
  • Night (10 pm to 6 am): 200% of base rate


ARTICLE 5: Privacy Protection 

In the context of the performance of an agreement between the parties, Cnext processes personal data of the Customer in accordance with Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (“General Data Protection Regulation” or “GDPR”). Further information on the processing of personal data by Cnext can be found in the privacy notice of Cnext, available on its website.

In the performance of Services, Cnext may process personal data on behalf of the Customer. In such event, Cnext shall act as a processor, processing personal data in accordance with the instructions of the Customer.

The Customer shall remain responsible for the processing of personal data, even if Cnext may process these data as a processor during Service provision. The Customer acknowledges it must comply with all applicable privacy and data protection legislation,  and any associated legal modifications.

The Customer shall indemnify and hold harmless Cnext against any and all claims, damages, losses and costs arising from or in connection with the Customer's failure to comply with applicable data protection legislation or from any third-party claims relating to the processing of personal data provided by or on behalf of the Customer. 

 

ARTICLE 6:  Force Majeure, Hardship and Auxiliaries

In cases of force majeure, being any circumstance beyond the reasonable control of a Party that wholly or partially prevents the performance of its obligations under this Agreement, the Parties shall meet in good faith to discuss the situation and its consequences. A Party experiencing a force majeure event must notify the other Party within seven (7) working days of the circumstances arising. The affected Party will make every effort to mitigate the force majeure situation. If the force majeure extends beyond three (3) months, either Party may terminate the Agreement by simple written notice, with no additional amounts owed except for remuneration for already provided Services, without affecting rights accrued before termination. Events of force majeure include but are not limited to wars, mobilizations, natural disasters, earthquakes, fires, floods, epidemics, pandemics, diseases, strikes, difficulties in the supply of raw materials or energy, cyberattacks, restrictions  and economic measures imposed by governmental authorities, failures of third parties, particularly public entities and energy or telecommunication providers, and any other external circumstance beyond the Parties' reasonable control.

Hardship is any change of circumstances beyond the reasonable control of a party that seriously impedes the performance of this Agreement and/or gives rise to disproportionate harm to their interests. In case of hardship, the party shall have the right to require the other party to renegotiate, in good faith, alternative equitable terms to remedy the hardship. If the hardship persists for more than three (3) months, the party shall be entitled to terminate the Agreement without judicial intervention and without any obligation to pay compensation of any kind whatsoever to the other party.

The parties exclude the application of article 6.3 §2 of the Belgian Civil Code. Accordingly, neither party shall hold the auxiliary persons of the other party, in the broadest sense (including employees, directors or any other appointee), liable for any legal acts or acts in fact performed in the execution of this Agreement, and each party waives, to the extent necessary, any claim in this regard. The parties shall mutually indemnify each other against any claim or action brought by any auxiliary person against the other party or its auxiliary persons. The parties accept that contractual damage can never constitute a ground for a claim based on extracontractual liability. The parties accept that in any event the auxiliary persons of the contracting party may invoke the same defenses as provided for in these Terms and Conditions.


ARTICLE 7: Liability

Cnext undertakes an obligation of best efforts and provides its services with the care expected from a professional. Cnext's obligations under this Agreement constitute an obligation of means (inspanningsverbintenis) and in no event a guarantee of specific results (resultaatsverbintenis). Cnext's obligations are limited to the specifications published by software producers and editors regarding their products on the date of signing the Specific Conditions. Cnext is only liable for direct and material damage that is causally related to a serious or intentional fault attributable to Cnext in the performance of his Services. Cnext shall in no event be liable for (repeated) minor faults, nor for any indirect, immaterial or consequential damage, including but not limited to loss of profit, loss of revenue, loss of data, loss of clientele, reputational damage, production limitations or claims from third parties. Cnext's maximum aggregate liability is capped at 50% of the total offer amount (Excl VAT). Cnext shall in no event be liable where damage is caused not only by a fault attributable to Cnext but also by a fault or negligence of the Customer or of a person for whom the Customer is responsible. 

 

ARTICLE 8: Miscellaneous

Non-solicitation: Both the Customer and Cnext commit not to directly or indirectly hire, solicit, engage or otherwise contract with each other's employees, freelancers or self-employed third-party consultants during the agreement's duration and for a period of two (2) years after the conclusion of the Services. In the event of a breach of this provision, the breaching Party shall pay the other Party a compensation equal to twelve (12) months’ gross monthly remuneration of the relevant person, without prejudice to the other Party’s right to claim higher compensation if the actual damage exceeds this amount.

Amendment: Any changes to this Agreement are only valid if made in writing, signed by both Parties, and attached to this Agreement.

Non-assignment: The Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, in whole or in part, to any third party without the prior written consent of Cnext.

Severability: The nullity, invalidity or unenforceability of any provision of these Terms and Conditions shall not result in the nullity, invalidity or unenforceability of any other provision or of these Terms and Conditions as a whole. Such provision shall, where applicable, be replaced by a valid provision and shall be adjusted and/or moderated within the limits of the law.


ARTICLE 9: Applicable Law and Competent Court

 This Agreement is governed by Belgian law. In case of a dispute, the Courts of Antwerp, division of Antwerp shall have exclusive jurisdiction.


ARTICLE 10: Intellectual Property Rights

CNEXT Toolset: The CNEXT Toolset refers to any material (including computer software and methodologies) that either (i) existed as of the Agreement date with Intellectual Property rights owned by Cnext or an Affiliate of Cnext, or (ii) Cnext can demonstrate to the reasonable satisfaction of the Customer to have originated independently of this Agreement and not funded (partly) by the Customer. The Customer is granted a non-exclusive, royalty-free, worldwide license to use or have used on its behalf the CNEXT Toolset to benefit from and monitor the Services. To the extent that any Affiliate of Cnext or third party owns any part of the CNEXT Toolset, Cnext warrants that it has the authority to grant the Customer a license to that part of the CNEXT Toolset under the terms of this Agreement.

All intellectual property rights on any deliverables, work product, documentation and materials developed or created by Cnext in the performance of this Agreement shall remain the exclusive property of Cnext, unless otherwise agreed in writing between the parties.