Terms & conditions
Client: the Contractor’s other party to an Agreement.
Contractor: the company that is part of the iO Group which is party to an Agreement.
iO Group: all companies that are part of the group of enterprises under the holding company. This is the public limited company incorporated under Belgian law, ‘iO Group NV’, under enterprise number 0712.677.311.
GTC: these general terms and conditions.
IP Rights: all forms of intellectual property rights.
Agreement: an Agreement of any nature the Parties have entered into or wish to enter into.
Parties: the Client and the Contractor.
Performance: everything the Contractor carries out or provides under an Agreement, such as the provision of services, products, materials, software and hardware, (digital) data, rights, etcetera.
Third Party Performances: all services, products, materials, software and hardware, (digital) data and third-party rights the Contractor provides to the Client as part of the Performance.
Scope of application
The GTC apply to every Agreement the Contractor enters into. General or other conditions of the Client shall explicitly not apply.
The GTC apply to the Contractor and any other companies that are part of the iO Group, and which are involved in the execution of an Agreement. These companies can directly invoke the GTC against the Client.
Third-party conditions – such as in relation to delivery or use – may apply to the Performance of Third Parties. The Client accepts these conditions with regard to the Contractor and these third parties.
Execution of Agreements
A best efforts obligation arises from each Agreement with the Contractor. The Contractor shall make a best effort to execute an Agreement in good time, correctly and in accordance with market standards.
With regard to Third Party Performances, the Contractor does not have any more obligations towards the Client than that third party has towards the Contractor. Cases in which Third Party Performances prove to be – temporarily – unavailable or inadequate without the Contractor being able to exert any influence on that, will be considered force majeure for the Contractor.
The Client will fully collaborate with any of the Contractor’s requirements to execute the Agreement. The Client will supply all that is required for the execution of the Agreement, such as information, staff, products, materials, software, (digital) data, etc. in time. In addition, the Client shall take any measures required to prevent the execution of the Agreement from causing damage to the Client or third parties. If the Client fails to fulfil these obligations, the Contractor will not be in default of the fulfilment of its own obligations under an Agreement, and the Contractor shall not be liable for any damage that could have been avoided.
Staff the Client involves in the execution of an Agreement must have sufficient relevant knowledge, expertise and experience. The Client grants its staff sufficient rights or powers of attorney to take decisions on behalf of the Client in relation to an Agreement or the execution thereof.
If, in the opinion of the Contractor, the Client abuses the Performance, the Contractor may – temporarily – restrict the Client’s access or further use of them. The Contractor may also – temporarily – suspend its obligations in relation to this Performance.
An Agreement may result in the Contractor taking over management of certain systems developed by the Client or third parties. The Contractor can also link its products to these systems. The Contractor will never be liable for any defects in these systems if they have not been caused by the Contractor.
Delivery and acceptance
The Parties may agree on acceptance criteria with which the Performance must comply. To this, the Parties will agree on an acceptance procedure to test whether the Performance meets these criteria.
If the Parties do not agree on an acceptance procedure, the Client must inspect the Performance within 14 days of delivery. The delivery will take place at the moment the Contractor makes the Performance available to the Client. Unless the Client has objected earlier, he/she will automatically accept the Performance after the expiry of these 14 days or at the time he/she actually puts the Performance into use, if this is at an earlier time.
Upon acceptance, the Client confirms that the Performance meets the requirements of the Agreement. After acceptance the Contractor will only have obligations in relation to defects based on any warranty or maintenance obligations as laid down in an Agreement.
Price and payment
Prices are stated in euros and are exclusive of VAT and any other levies.
Agreed prices may be indexed annually in accordance with the applicable price index for the Performance in question.
If the Parties have not entered into a pricing agreement for certain Performances at the time of Delivery, the price will be established on a cost-plus basis/based on actual costs (hour times rate). In this case, the Performance is payable per quarter of an hour.
For Third Party Performances, a 2.5% surcharge of the cost price may be added. The Contractor may invoice the Client for all or part of the Third Party Performances in advance or afterwards.
If the (production)costs have demonstrably increased as a result of external objective factors, such as changes in legislation and regulations, market developments and/or increased prices for Third Party Performances, the Contractor may charge these to the Client.
Invoices must be paid within 30 days of the invoice date. Invoices must be challenged within 14 calendar days of the invoice date at firstname.lastname@example.org, accompanied by a written motivation. Challenging an invoice shall not affect the exigibility of the invoice.
A translation of the invoice can be provided at the Client’s request.
If the Client fails to fulfil a payment obligation, the Contractor, in addition to a possible statutory interest rate, will be entitled to compensation of 10% of the payment obligation in question, with a minimum of €250. The Contractor shall also be entitled to claim full compensation or to exercise any other right.
The Client shall not be entitled to suspend a payment obligation or to set it off against a claim on the Contractor.
If an Agreement results in the ownership of the Contractor being transferred to the Client, ownership will be retained until the Client has fulfilled all its payment obligations in relation to all current Agreements. The same applies to the granting of rights, whereby the right concerned is granted under the suspensive condition of full payment of all the Client owes to the Contractor on the basis of all current Agreements.
If, for the execution of an Agreement, the Contractor must carry out activities in relation to products, materials, goods, software, (digital) data etc. to be provided by or on behalf of the Client, the Client will grant a licence to the IP rights vested in them to the extent required for the execution of the Agreement. If a third party is the party entitled to these IP rights, the Client guarantees that he/she has sufficient rights to grant the licence to the Contractor. The Client will indemnify the Contractor against any claims from third parties in this respect.
Any IP rights arising from the execution of the Agreement will accrue to the Contractor. If these IP rights also arise in relation to parts owned by the Client, the Client will transfer those rights to the Contractor. The Agreement shall function as the deed of transfer required for the delivery of these rights.
The Contractor grants the Client a perpetual, unrestricted, royalty-free, non-transferable, non-sublicensable and non-exclusive licence to the IP rights that arise in the execution of the Agreement within the scope the Client requires for the normal use of the (results of the) Performance.
The Contractor shall never be obliged to transfer IP rights that do not belong to the Contractor, nor will the Contractor ever be obliged to transfer IP rights to ‘standard parts’ of works the Contractor has developed for generic use and which also constitute a (standard) part of the Performance, or for Performance the Contractor provides to third parties.
Confidentiality and personal data
The parties shall treat all information they receive from the other party in strict confidence. Information is only shared with people involved in – the execution of – the Agreement and who are required to be informed. Each party shall take appropriate technical and organisational measures to guarantee the confidentiality of information from the other party.
Should one party at any time be considered a processor against the other party while the other party is to be considered a controller under the General Data Protection Regulation (GDPR), that party shall enter into a processor agreement at the other party’s first request.
Duration and termination
Unless otherwise agreed, an Agreement is entered into for an indefinite period of time.
The parties can terminate an Agreement that has been entered into for an indefinite period of time, subject to three months’ notice being given.
The Contractor may terminate an Agreement at any time, with immediate effect and without any notice period if the Client has applied for a moratorium on payments or becomes bankrupt, if the legal control over the Client changes or if the payment arrears on an invoice exceed 60 days.
Dissolution of a Contract will only result in obligations to undo for the specific Performance and the corresponding payment obligations that have not been fulfilled.
The parties cannot annul an Agreement.
The Contractor’s liability is limited to direct damages resulting from a professional error on the part of the Contractor.
A professional error is established in the event of negligence, a mistake, an error, misrepresentation or any other wrongful act or wrongful omission on the part of the Contractor within the context of – the execution of – an Agreement.
Liability for damage caused by people and property damage is limited to €1,250,000 per damaging event or per series of related events.
Liability for direct damage is limited to the amount the Contractor has received for the execution of the Agreement. If the term of the Agreement exceeds 6 months, the liability will be limited to the amount the Contractor has received for the execution of the Agreement during the 6 months preceding the event that caused the damage. In all cases, liability will be limited to a maximum of €500,000 or less to the extent the Contractor’s liability insurer actually pays out in the matter of the claim.
Liability for consequential damage (such as consequential loss, lost profit, lost savings or opportunities, reduced goodwill or damage due to business disruption), damage caused by the Performance of Third Parties or by items the Client has prescribed, software or (digital) data, and damage relating to mutilation, destruction or loss of (digital) data, documents, etc. is expressly excluded.
The Contractor will not be liable if he/she is prevented from carrying out the Agreement due to force majeure or other circumstances beyond his/her control, resulting from social conflicts, interruptions of the electricity or telecommunication network, a blackout, pandemics, unavailability of web hosts or social media.
Claims by the Client expire within 3 months after the event that gives rise to the claim for payment, unless the Client has previously initiated legal action to this end.
An Agreement does not create exclusivity.
If the Parties use an electronic signature, they attach the same legal consequences to this as a (non-electronic) signature.
The Contractor is authorised to use the Client's name and the nature of the Performance made to the Client for promotional purposes.
The Client will refrain from directly or indirectly employing persons working for the Contractor, from having them work for the Client or making an offer to that effect. The Client shall in no way attempt to cause these persons to terminate their relationship with the Contractor during the term of an Agreement and for 12 months thereafter. If the Client fails to comply with this provision, he/she will owe the Contractor an immediately payable fixed penalty of €50,000. The Contractor shall also be entitled to claim full compensation or to resort to any other legal remedy.
Should any (part of any) provision in an Agreement or in the GTC prove to be void or unenforceable, the other provisions shall remain in full force. The parties will now – implicitly – replace these provisions by, or construe the other provisions as a provision that is not void and which is enforceable and comes close to the purpose and meaning of that other provision as best as possible.
A provision in an Agreement has priority over a provision in the General Terms and Conditions that conflicts with it.
The Contractor shall be entitled to change the contents of the GTC. Any changes the Contractor applies will become effective after the Client has been informed of the changes good in time, either in writing or by e-mail. The Client may terminate the Agreement if he/she does not wish to accept the amendment.
Applicable law and choice of forum
Agreements and disputes that may arise in relation to an Agreement are governed by Belgian law if the Contractor is established in Belgium and are governed by Dutch law if the Contractor is established in the Netherlands. The applicability of the Vienna Convention is excluded.
Disputes that may arise in relation to an Agreement will in the first instance be submitted exclusively to the competent court where the Contractor has its registered office.