General Terms and Conditions
ARTICLE 1: Subject agreement
This Agreement outlines the terms and conditions governing the provision of IT Services by Cnext to 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 this General Terms & Conditions and any annex, the stipulations of the annex 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:
- 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.
- The Customer must ensure that the Services provided by Cnext are used in compliance with Cnext's instructions and advice.
- 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.
- 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. Unpaid invoices will incur interest at the legal rate for commercial transactions (as per 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.
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
The Customer is responsible for processing personal data, even if Cnext may process these data as a subcontractor during Service provision. The Customer must comply with relevant privacy legislation, including the Belgian law of December 8th, 1992, on the protection of privacy regarding personal data processing, and any associated legal modifications.
In cases of force majeure, as defined by the Belgian civil code, 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, 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, earthquakes, fires, floods, diseases, and failures of third parties, particularly public entities and energy or telecommunication providers beyond the Parties' control.
ARTICLE 7: Liability
Cnext undertakes an obligation of best efforts and provides its services with the care expected from a professional. 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's maximum liability is capped at 50% of the total offer amount (Excl VAT).
Hiring: Both the Customer and Cnext commit not to hire each other's employees or self-employed third-party consultants during the agreement's duration and for one year after the services' conclusion. If such a hiring event occurs during this period, both Parties agree to compensate the other Party with the monthly salary of the employee multiplied by the remaining months until one year after the Task Order's conclusion.
Amendment: Any changes to this Agreement are only valid if made in writing, signed by both Parties, and attached to this Agreement.
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.
ARTICLE 9: Applicable Law and Competent Court
This Agreement is governed by Belgian law. In case of a dispute, the Courts of Dendermonde shall have exclusive jurisdiction