“General Terms and Conditions”: the current general terms and conditions of I-square bv as attached as Annex 1 to the Agreement.
“Creation,” “Work,” “Deliverable(s)”: any creation, work, effort, concept, idea, improvement, modification, solution, system, product, invention, method, process, study, scheme, analysis, document, report, research, realization, know-how, database, (value) strategy, Service, drawing, sketch, plan, design, layout, PowerPoint presentation(s), training materials, course, text(s), videos, audiovisual creations (with or without sound), photos, or any other content or information or any intellectual achievement or result of any intellectual or creative activity, of any nature, in any expression form or on any medium.
“Services”: the services offered by I-square bv and/or performed on behalf of the Client as further described in the Agreement, including but not limited to consultancy, interim management, project management, coaching and training, administrative and commercial support, and/or other supporting activities and services in this context.
“Client”: the natural person or legal entity acting, whether or not for professional purposes.
“Intellectual Property Rights”: all current or future (intellectual property) rights and claims, in the broadest sense, including but not limited to copyrights and related rights, software protection, database protection, design rights, trademark rights, patent rights, trade names, and domain names, including (the right to) apply for the grant of such rights.
“Agreement”: the (framework) agreement(s) concluded between I-square bv and the Client or prepared “Statement(s) of Work,” in connection with the Services, including the current General Terms and Conditions and the other Annexes to this Agreement, which form an integral part thereof.
“Force Majeure”: the event that makes the performance of I-square bv’s obligations reasonably impossible, particularly difficult, or particularly expensive. Without limitation, the following events are considered to constitute a case of Force Majeure for I-square bv: failure of internet connections or electronic communication networks, problems with or malfunctions or defects in hardware or software, strike, lockout, war, government obligations, requisition, occupation of the territory, riot, assault, sabotage, epidemic, pandemic, illness, government measures following epidemics, pandemics, or diseases, fire, flooding, snowfall, storm, earthquake, natural disaster, change of transport rates, change of customs rates, shortage of labor, shortage of fuel, machine, equipment or hardware failure, traffic obstruction, late delivery by suppliers, service providers, partners or subcontractors, insolvency of suppliers, service providers, partners or subcontractors, and any foreign cause of suppliers, service providers, partners or subcontractors. The aforementioned events are deemed unforeseeable and unavoidable for I-square bv.
“Remuneration”: the remuneration(s), Compensations and prices determined in the Agreement.
“Affiliated Company”: a company within the meaning of Article 1:20 of the Companies and Associations Code.
Scope
The Client expressly confirms to have taken note of these General Terms and Conditions and accepts them.
These General Terms and Conditions apply integrally and exclusively to each offer from, every Agreement with, every provision or performance of Service(s) by, every invoice from, and, in general, every transaction or service provided by I-square bv unless otherwise agreed upon in writing.
A binding Agreement between I-square bv and the Client is only established when I-square bv receives a dated and signed order form or ‘Statement of Work’ from the Client (or their representative) and subsequently accepts the order in writing or through its execution, or by signing the Agreement. Unless stated otherwise in the offer, the offers from I-square bv are purely informative, they merely constitute a non-binding proposal to contract (and not an offer), and they are only valid for a maximum of three (3) months. Changes made to the offers from I-square bv are only valid if the latter has accepted them in writing.
The Agreement and/or these General Terms and Conditions do not cover the usage policy or terms of other service providers, partners, suppliers, or companies that I-square bv and/or the Client may engage (whether or not subcontracted).
The provisions of this Agreement apply only to the (components of) the Services that are the subject of the Agreement. I-square bv is in no way liable for and/or cannot provide any guarantee for services provided by or through third parties and/or modifications or extensions of the Services performed by third parties.
Services
I-square bv shall make all necessary efforts to provide the Services to the Client in accordance with the Agreement, without this being considered in any way as an obligation to achieve specific results on the part of I-square bv.
Unless otherwise agreed in writing, the deadlines communicated by I-square bv are purely indicative. Exceeding these deadlines shall in no case give rise to compensation, price reduction, or termination of the Agreement.
I-square bv has the right to use subcontractors, external suppliers, developers, partners, or service providers for the execution of the Services without prior notice to the Client.
I-square bv is entitled to perform the Agreement in various stages and to invoice the separately executed part to the Client.
The Client is solely responsible for obtaining all permits and authorizations required for the Services, which must be submitted to I-square bv, if applicable, before the commencement of the Services. The Client agrees to use the Services solely for legitimate purposes. Any damages or fines arising from the above are entirely the responsibility of the Client.
The Client will provide I-square bv with all necessary information and cooperate to facilitate the proper execution of the Services or to avoid or limit risks. If the Services need to be performed at the Client’s location or establishment, the Client will provide all necessary means and infrastructure (e.g., internet and telephony) and resource availability (e.g., assistance from personnel) at no cost to perform the Services. Any delay caused by the non-provision, inadequate, or delayed delivery of necessary information (or the provision of incorrect or incomplete information) or resources/infrastructure by the Client or third parties is beyond the responsibility of I-square bv. I-square bv will not be held liable for any (direct or indirect) damages suffered by the Client or third parties as a result.
By accepting the delivered Services, the Client acknowledges that I-square bv has properly executed the Services. The Client expressly waives any other recourse, including any form of compensation.
The Client acknowledges and agrees that, unless otherwise agreed in writing, I-square bv may mention and/or use the (company, trade, brand, and/or domain) name(s), (brand)mark(s), or logo(s) of the Client, as well as the Services performed on behalf of the Client, in its reference portfolio and/or for its own marketing purposes (including mentioning and/or use on I-square bv’s website(s) or social media pages).
Changes – additional works
All requests for changes or expansions of Services or additional work must be submitted by the Client to I-square bv in writing. All such requested changes, expansions, or additional work, as well as the determination of the Compensation and/or price thereof, always require the prior agreement of both the Client and I-square bv and can be proven by all legal means, for example, by their non-protested execution by I-square bv.
Any changes or expansions of the Services, additional work, or additional activities or Services requested during or after the Agreement, and the resulting costs, are entirely at the expense of the Client and will be additionally invoiced by I-square bv (based on time and materials) in accordance with the applicable rates specified in the Agreement, unless otherwise agreed upon in writing.
Prices – Payment
Unless otherwise agreed in writing, the Compensation and prices for the Services are determined in the quotation and/or in the Agreement.
All prices and other rates used by I-square bv are always exclusive of VAT and any other government levies that are entirely at the expense of the Client.
I-square bv has the right to review the price annually and in accordance with legal provisions in the event of (i) an increase in one or more real cost components (including exchange rates) or (ii) an increase in government levies. At the request of I-square bv, the price may be revised according to the following formula: p = P [b x (S/S°) + c]. The symbols used represent the following price elements: p = the revised price, P = the price as initially determined, S = the labor cost index for the digital sector established during the execution (Agoria index), S° = the labor cost index for the digital sector applicable at the signing of the Agreement (Agoria index). In the above revision formula, the coefficients b and c have the following fixed values: b = 0.80; c = 0.20. If the Client does not express written objections to the new price within seven (7) calendar days after being notified of the price increase, the Client will be deemed to agree to the new price.
Prices of the Services can also be changed by mutual agreement.
Unless otherwise agreed in writing, all invoices from I-square bv must be paid by the Client within thirty (30) calendar days from the invoice date.
The Client accepts, as necessary, that they receive electronic invoices from I-square bv.
I-square bv has the right to allocate payments first to any due costs, conventional lump-sum damages, and moratory interests before allocating them to the outstanding principal amount.
I-square bv has the right to set off all amounts it owes to the Client from any cause whatsoever against the amounts owed by the Client to I-square bv, whether or not these amounts are due. However, offsetting by the Client is not permitted.
If the Client consists of multiple persons (natural or legal entities), they are jointly and severally liable for the payments required under the Agreement.
Non-Payment
In the event of non-payment on the due date, I-square bv shall be entitled, without further notice (i) to claim late payment interest at a contractual rate of 10% per annum or, if this rate is higher, at the rate provided for in Article 5 of the (Belgian) Law of 2 August 2002 on combating late payment in commercial transactions, from the due date of the invoice until the date of full payment, and (ii) to claim a flat-rate compensation of 10% of the overdue invoice amount with a minimum of 250 EUR per invoice, regardless of I-square bv’s right to claim compensation for legal costs (including legal fees) if a judicial recovery procedure needs to be pursued and, in each case, without prejudice to I-square bv’s right to claim higher compensation by proving higher actual damages suffered.
In the event of non-payment on the due date of one or more invoices, all outstanding but not yet due invoices extended by I-square bv to the Client shall become due and payable by operation of law and without further notice. The invoices thus become due and payable shall also entitle I-square bv to claim late payment interest and the flat-rate compensation referred to in Article 6.1 above from the date of their becoming due and payable.
Duration and Termination of the Agreement – Breach of Contract
The Agreement may be a fixed-term agreement limited to one or more specific Services. The Agreement may also be concluded (i) for an indefinite duration, in which case either Party may terminate the Agreement by registered letter, subject to a notice period of two (2) months; (ii) for a duration of one (1) year, in which case the Agreement is automatically and automatically renewed for a (new) term of one (1) year, unless either Party has terminated the Agreement by registered letter to the other Party at least two (2) months before the end of the contractual term. The notice of termination shall always be given by registered letter indicating the start and end of the notice period. The above-mentioned registered letter shall take effect on the third working day after the date of dispatch.
I-square bv has the right to suspend its obligations (to perform the Services) immediately and without prior notice (including interrupting the execution of any Service), without any obligation to pay compensation, in the event that the Client fails to fulfill its obligations under the Agreement, including but not limited to the lack of full payment on the due date of one or more invoices, even in the context of another agreement with I-square bv than the one to which the breach relates, or when I-square bv has justified doubts about the creditworthiness and solvency of the Client, and it would be likely that the Client will not (be able to) fulfill its obligations under the Agreement. In such cases of suspension, I-square bv shall not be liable in any way for any (direct or indirect) damages suffered by the Client, its clients, or other third parties as a result.
If the Client fails to fulfill one or more of its contractual obligations, I-square bv also has the right to terminate the Agreement with the Client without prior judicial intervention to the detriment of the Client. I-square bv may only terminate the Agreement with the Client out of court in accordance with the current Article 7.3 if I-square bv has put the Client in default by registered letter, and the Client has failed to fulfill its contractual obligations within a period of ten (10) calendar days after the postmark of the notice of default.
In the event of termination of the Agreement by I-square bv to the detriment of the Client in accordance with Article 7.3 above, I-square bv shall have the right, where appropriate, to claim (additional) compensation from the Client, fixed at a lump sum of 30% of the agreed total price of the agreed but (partly) unexecuted Services, each of the foregoing without prejudice to I-square bv’s right to claim higher compensation by proving higher actual damages suffered. The foregoing does not affect the obligation of the Client to make full payment for all executed Services.
I-square bv may consider the Agreement as automatically and immediately terminated by providing written notice to the Client if the Client files for bankruptcy, is declared bankrupt, if the bankruptcy conditions are clearly met, if the Client has applied for protection from its creditors (as regards this last point, subject to exclusion of this possibility by the relevant legislation), or if a decision is made for (judicial or extrajudicial) dissolution and liquidation of the Client.
In the event of premature termination of the Agreement by the Client, the Client shall owe I-square bv compensation equal to 30% of the agreed total price of the agreed but not executed Services, each of the foregoing without prejudice to I-square bv’s right to claim higher compensation by proving higher actual damages suffered. The foregoing does not affect the obligation of the Client to make full payment for all executed Services.
Complaints – liability
Any complaint regarding the (execution of the) Services must be properly motivated and communicated to I-square bv by registered mail no later than fourteen (14) working days after the execution or invoicing, or after the detection of any potential damages, without prejudice to Article 3.7 above. In the absence of such a complaint, the complaint will not be accepted, considered invalid, and deemed inadmissible, and the Client will be deemed to have definitively accepted the Services and waives any claim against I-square bv.
Complaints as referred to in Article 8.1 above do not suspend the obligations of the Client under the Agreement (including, but not limited to, payment obligations).
However, a complaint does not grant the Client the right to terminate the Agreement, refuse the receipt or payment of a Service or the Services, or claim damages.
The right to claim damages against I-square bv expires irrevocably six (6) months after the alleged error occurred. Within the period, the Client must address a written notice of default to I-square bv with a detailed description of the alleged error.
Limitation of Liability
Unless in case of fraud, intentional or gross negligence, I-square bv is in no way liable for indirect or consequential damages, for example but not limited to, loss of time, loss of clientele, loss of profits, loss of income, increased general costs, disruption of business activities, claims from third parties (e.g., but not limited to, clients of the Client), late VAT or tax declarations, reputational damage, loss of future savings, personnel costs, loss of opportunities or business opportunities, loss of goodwill, or any other form of economic damage.
Furthermore, I-square bv accepts no liability beyond or different from the liability that the possible (external) supplier, service provider, partner, or subcontractor in question is willing to accept regarding their services.
The Client shall fully indemnify I-square bv, including principal, interest, and (judicial or attorney) costs, against any claims by third parties related to the Services or arising in any way from or related to the Agreement and/or these General Terms and Conditions.
In any case, I-square bv’s liability towards the Client, for both direct and indirect damages, even in the event of material damages, is limited to the lowest of the following amounts: (i) the fees received by I-square bv for the Services under the Agreement, or (ii) the amount for which I-square bv is insured under its liability insurance(s) as per the relevant insurance policy(ies) concluded by I-square bv. The same limitations apply if the liability exclusions contained in the current Article 9 were ever considered invalid or unenforceable by a court or arbitrator.
Force Majeure
I-square bv shall not be liable for the non-performance, delayed performance, or improper performance of (any of) its obligations, if such non-performance, delay, or improper performance is the result of a force majeure event, such as fortuitous events or circumstances beyond its control, and which cannot be attributed to I-square bv.
In the event of a force majeure, the Client shall have no right to claim any damages from I-square bv under any circumstances.
If a force majeure event results in an interruption of the execution of the Services, the execution period shall be automatically suspended for the duration of the interruption, plus the time required to restart the execution of the Services, without I-square bv being liable to the Client for any damages. Any additional costs incurred as a result shall be borne entirely by the Client.
Confidentiality
The Parties undertake, both during the term of the Agreement and for a period of five (5) years following the termination of the Agreement, not to disclose or communicate to third parties any confidential business information, commercial information, know-how, or other information, of any kind, which the receiving Party has received or will receive from the other Party during the execution of the Agreement. The obligation applies to all information that is designated as confidential or is reasonably recognizable as confidential. In case of doubt, the information shall be presumed to be confidential.
Privacy – Processing of Personal Data
I-square bv is responsible for the processing of personal data of the Customer or other individuals in the context of the Agreement. I-square bv takes all appropriate technical and organizational measures to ensure that the processing of personal data complies with the applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 of April 27, 2016 (“GDPR”).
If and to the extent that I-square bv qualifies as a data processor with respect to the Customer, processing certain personal data of data subjects (e.g., customers, employees, service providers, or suppliers of the Customer) on the Customer’s instructions and for the Customer’s benefit in the context of the Agreement, the provisions of the Data Processing Addendum attached as Annex 4 to the Agreement shall apply, which shall constitute a data processing agreement within the meaning of Article 28.3 of the GDPR.
In any case, to the extent that the Customer is responsible for the processing of personal data in the context of the Agreement, the Customer shall comply with the applicable data protection laws, including the GDPR, and shall take all appropriate technical and organizational measures to ensure that the processing of personal data complies with said legislation.
Intellectual Property Rights
Unless otherwise agreed in writing, all Intellectual Property Rights related to or associated with Creations or agreed ‘Work’ developed by (any representatives, employees, personnel, or service providers of) I-square bv in the context of the execution of the Agreement, including but not limited to the provision of Services, shall belong exclusively to I-square bv or its licensors.
No provision in the Agreement shall be construed as a complete or partial transfer of these Intellectual Property Rights to the Customer.
The Customer is not allowed to modify, remove, or obscure any indication(s) of I-square bv’s Intellectual Property Rights.
The Customer is not allowed to use or register any trademark, design, or domain name of I-square bv or any sign resembling it, in any country, anywhere in the world.
The Customer warrants that it is authorized to use and/or retain any (hardware or software) products, services, Creations, software, and/or data of third parties that it uses in any way in connection with the Services (e.g., as a licensee or holder of the relevant Intellectual Property Rights). I-square bv shall not be liable in any way for this.
Subject to Article 13.1 above and subject to the Customer’s full payment of all fees under the Agreement, I-square bv grants to the Customer, who accepts, a non-exclusive, non-transferable, and non-sublicensable license to use the Creations protected by I-square bv’s Intellectual Property Rights in the context of its economic activities. This license is solely for the Customer’s own use of the relevant Creation(s) and, if multiple Creations were created by I-square bv in the context of a Service, only for the specific Creation chosen by the Customer.
General provisions
The Customer guarantees, if necessary by undertaking, to ensure that its representatives and employees comply with the provisions of the Agreement.
The Parties are independent entities and are not in a subordinate relationship or employment relationship with each other. Each Party shall be responsible for fulfilling all formalities and legal obligations, particularly in terms of social security and taxation, related to its status as an independent entity.
The Agreement represents the entire agreement between the Parties regarding its subject matter and supersedes all previous agreements, arrangements, and discussions, whether written or oral, between the Parties, their employees, and their advisers. Annexes to this Agreement form an integral part of it and shall be construed as a whole with the Agreement.
The invalidity, voidness, or unenforceability of one or more provisions of the Agreement shall not affect the validity, voidness, or enforceability of the remaining provisions of the Agreement. If any provision exceeds any legal limitation, the respective provision or its portion shall not be deemed null but shall be deemed to be reduced or limited to the maximum extent permitted under applicable law, and any provision or portion thereof that exceeds these limits shall be automatically adjusted or replaced by a valid clause that closely approximates the intent of the Parties.
The Parties are not entitled to assign their rights and obligations under the Agreement, in whole or in part, to third parties without the written consent of the other Party.
Amendments and additions to this Agreement shall be valid and binding only after written agreement and signature by both Parties.
The Customer guarantees the compliance with the provisions of the Agreement by its employees and/or representatives.
Notices regarding this Agreement shall be sent by registered mail to the addresses of the Parties as mentioned in the heading of this Agreement or to the addresses that the Parties communicate to the other Party according to the current article. A copy of each notice shall be delivered by email to the last known email addresses of the directors of the Party to whom the notice is addressed. Notices shall be deemed to have been received no later than three calendar days after dispatch (as evidenced by the proof of delivery of the registered mail by the postal services).
Applicable Law and Jurisdiction
The Agreement shall be governed exclusively by Belgian law.
For any dispute that may arise between I-square bv and the Customer regarding the conclusion, interpretation, execution, suspension, or termination of the Agreement, only the courts of Antwerp shall have jurisdiction.