General Terms and Conditions
1. Introduction
These general terms and conditions (“General Terms and Conditions”) are of IntuiPro Advisory BV, with registered office at Sint Pauluslaan 81, 3080 Tervuren, KBO 0801.661.844, and all its legal successors.
1.1. These General Terms and Conditions apply to all offers, proposals, quotations (“Quotation”), orders, agreements and deliveries in respect of the delivery of goods and/or services by IntuiPro Advisory BV to its customer (hereinafter the “Customer”). Deviations from these General Terms and Conditions are only enforceable against IntuiPro Advisory BV, if IntuiPro Advisory BV has expressly accepted them in writing. In that case, the other provisions of these General Terms and Conditions shall continue to apply in full. The Client cannot derive any rights from agreed deviations for other or future transactions. The application of any general conditions of the Customer is expressly excluded, unless otherwise agreed in writing.
1.2. By placing an order by the Customer, by the Customer agreeing to a Quotation, or by the signing or (commencement of) performance of the agreement by IntuiPro Advisory BV or the Customer, the Customer unconditionally and irrevocably accepts these General Terms and Conditions, which are binding.
1.3. These General Terms and Conditions are valid from 15 May 2023 and replace all previous ones.
1.4. The Customer may not assign its agreement or any part thereof to any third party without the express written consent of IntuiPro Advisory BV.
2. Quotations / orders
2.1. Each Quotation is without obligation and is only valid for the B2B market. Unless explicitly stated otherwise, each Quotation is valid for 30 calendar days from the date of the Quotation and automatically expires on expiry of this period. All time periods, references to technical data or other elements mentioned in a Quotation are purely indicative and not binding for the execution of the Quotation, unless otherwise agreed in writing. IntuiPro Advisory BV is at all times entitled to correct errors in the Quotation or withdraw the Quotation. IntuiPro Advisory BV cannot be held liable for exceeding deadlines or adjusting data or elements, nor is this a valid ground for termination, rescission, or suspension of the execution of the agreement by the Customer, nor can it give rise to any price reduction or damages. IntuiPro Advisory BV shall to the best of its ability inform the Customer of the (probable) exceeding of a deadline or adjustment of data or elements. The Quotation is based on the data provided by the Client. If it appears that the data are not correct, the Client shall be informed. If additional services have to be rendered by IntuiPro Advisory BV, an additional Quote shall be submitted to the Client. IntuiPro Advisory BV reserves the right to suspend the entire execution in anticipation of an agreement on the additional services.
2.2 By placing the order or confirming the Quotation, the Customer acknowledges that he is fully informed and understands what is stated in the Quotation. Any order placed by the Customer binds the Customer. IntuiPro Advisory BV shall only be bound by a Customer’s order if IntuiPro Advisory BV has expressly confirmed in writing to accept it. The agreement is only concluded after the order has been accepted. If the Customer cancels an order, the Customer owes damages to IntuiPro Advisory BV in the amount of 30% on the full price of the goods or services ordered, unless higher damages are proven by IntuiPro Advisory BV.
3. Supply of goods and services
3.1. The Customer accepts partial deliveries of goods and services. Partial invoices may be issued for this purpose.
3.2. The signing of the delivery note by the Customer implies the delivery and acceptance of the delivered goods or services. The risk relating to goods shall pass to the Customer at the time of delivery. The risk relating to services shall pass to the Customer upon delivery or acceptance of the service. If the Customer does not sign the delivery source, the risk shall pass from the day when IntuiPro Advisory BV has delivered the goods or announced the performance of services. Transfer of ownership of the goods only takes place upon full payment of the price and any interest and damages resulting from late payment.
3.3. IntuiPro Advisory BV reserves the right to carry out certain technical improvements or adjustments according to legal requirements on ordered goods or services during delivery as far as this does not entail any substantial changes or as far as it is necessary. If, during the execution of the services, it appears that the Quotation cannot be executed technically, IntuiPro Advisory BV is not obliged to execute and may cancel it, without any compensation being due.
3.4 IntuiPro Advisory BV has the right to rely on third parties for the performance of certain services, without requiring the consent of or notification to the Customer.
4. Obligations of the customer
4.1. The Client shall timely provide IntuiPro Advisory BV with all information and documents necessary for the execution of the order and shall cooperate in the required manner in the execution of the order, in accordance with applicable rules and legislation. The Client shall be in possession of the necessary licenses for all software used by him, including third party software. The Customer shall always indemnify IntuiPro Advisory BV against any possible third-party claims in respect of such software. The Customer shall also ensure that his hardware meets the minimum requirements set by IntuiPro Advisory BV.
4.2. The Customer undertakes to provide the employee of IntuiPro Advisory BV in charge of the execution of the services during normal working hours and according to the access rules of the Customer’s business, access to all areas, installations (hardware, software, networks, etc.) and resources that are necessary to allow IntuiPro Advisory BV to carry out the services in the prescribed manner. If the Client fails to meet these obligations, the term shall be extended, and the price may also be adjusted.
5. Prices, invoices, and payments
5.1. All prices and other amounts are expressed in euros and exclude VAT and other taxes and duties. If these taxes and levies increase after the conclusion of the agreement, this can be passed on to the Customer. Additional and supplementary work will be charged at the rates applicable at that time. Unless otherwise stipulated in the Quotation, goods will be charged at fixed prices and services will be carried out at hourly rates (at the rates prevailing at the time) which can be adjusted annually, or at the fixed price stated in the Quotation. Other costs are charged additionally. A Quotation can always be requested via johan.vdbranden@intuipro-advisory.com.
5.2. All invoices are payable at the address of the registered office, on the due date and to the account number indicated on the invoices. Appointees are not authorised to receive payments. Before the start of and during the execution of the assignment, one or more advances may be required in the form of a fixed fee or based on an hourly rate. These advance payments will be deducted from the final invoice. In the event of non-payment on the due date, the Customer shall, by operation of law and without further notice, owe an interest of 10% on the total amount of the invoice on an annual basis. In addition, in the event of full or partial non-payment of an invoice within one month of the due date, the Customer shall be liable, ipso jure and without further notice, to pay compensation of 10% of the total amount of the invoice, with a minimum of EUR 250. All judicial and extrajudicial costs incurred for the collection of invoices shall be borne by the Customer, with a minimum compensation due of 10% of the total amount of each invoice. In case of non-payment of an invoice on its due date (i) IntuiPro Advisory BV shall be entitled to suspend its obligations and terminate this and any other agreement with the Customer and (ii) the balance due of all other invoices, even those not yet due, shall become immediately due and payable.
5.3. The Customer shall not be entitled to set-off against IntuiPro Advisory BV.
5.4. Complaints concerning invoices must be communicated within 7 calendar days of the invoice date by registered letter, stating reasons. In the absence of a timely complaint, the invoice is deemed to be definitively accepted. The Customer may only suspend a payment if he demonstrates that IntuiPro Advisory BV has breached a contractual obligation and he has informed IntuiPro Advisory BV thereof in advance by registered letter. In any case, the amount of the suspended payment may only relate to that part of the good or service that relates to the alleged non-fulfilment of the contractual obligation. A suspension of payment by the Customer is only possible if (the part) of the good or service is separately identifiable on an invoice.
5.5. In case of late payment of invoices, the Customer undertakes, without prior notice of default, to immediately repossess the delivered goods, to provide IntuiPro Advisory BV with access to its premises for this purpose and to bear all transportation costs.
6. Force majeure
6.1. IntuiPro Advisory BV is not obliged to fulfil contractual obligations of which the performance has become impossible. In any case, IntuiPro Advisory BV cannot be held liable for non-fulfilment of its contractual obligations or consequential damages of the Customer as a result of strikes, total or partial stagnation of transport, electricity and telecommunication disturbances, business disturbances, non-performance and/or force majeure of its suppliers, licensing requirements and other legal and administrative requirements, all of which are considered force majeure.
6.2. If the force majeure situation lasts or threatens to last longer than 10 working days, IntuiPro Advisory BV shall be entitled by law to rescind the contract immediately by registered letter, without any prior recourse to a judge and without any compensation. In such a case, IntuiPro Advisory BV shall be entitled to the payment by the Customer of all goods or services already delivered and of the costs already incurred with a view to the future execution of the agreement.
6.3. The non-performance by IntuiPro Advisory BV of its contractual obligations because of such force majeure situations shall not constitute grounds for termination, rescission or suspension of the performance of the agreement by the Customer, nor shall it entitle the Customer to a price reduction or damages.
7. Confidentiality
7.1. The parties shall keep all information obtained orally or in writing, in any form whatsoever, that can reasonably be assumed to be confidential, strictly confidential and shall not disclose it to third parties without the prior, express, written consent of the other party, except in case this is required by law or judicial authorities.
7.2. IntuiPro Advisory BV shall have the right to disclose the existence of the agreement with the Customer for publicity and other commercial purposes.
8. Intellectual and property rights
8.1. Any intellectual, industrial or other property right (whether registered or not) in works, goods or services owned, used or created by IntuiPro Advisory BV, its employees, consultants or sub-contractors in connection with the execution of the agreement (including software, materials, technology, skills, know-how and information on its use), shall remain the exclusive property or in use of IntuiPro Advisory BV and/or its licensors, as the case may be. The delivery of goods and/or services by IntuiPro Advisory BV to the Customer does not imply any transfer of any such right. The fees paid by Customer do not constitute payment for the transfer of any such right. If the Customer acquires a license to use from IntuiPro Advisory BV or through IntuiPro Advisory BV from a third party, the Customer may only use it in accordance with the terms of such license. In case the Client provides material, such as software, texts, images, etc. within the scope of the execution of the order, the Client warrants that the use thereof does not infringe any intellectual property rights.
8.2. If the parties have nevertheless expressly agreed in writing to transfer such right, IntuiPro Advisory BV shall remain the holder of that right until the Client has paid the full price and all additional costs (including interest and compensation for late payment of invoices).
9. Data protection
9.1. The parties shall only process, use or store personal data for contractually defined purposes in compliance with applicable law. Please also see the provisions on our website www.intuipro-advisory.com/legal-privacy/privacy-policy, which is an integral part of the Agreement.
10. Guarantees
10.1. All contractual obligations of IntuiPro Advisory BV are best efforts obligations. IntuiPro Advisory BV does not give any express or implied warranty in connection with the goods or services, including any warranty of fitness for a particular purpose, result or merchantability thereof and any software is provided to the Customer “as is”.
10.2. The Customer shall always take the necessary measures to safeguard the integrity, security and maintenance of the software, hardware, and all other materials.
10.3. In the event of an alleged malfunction of the goods or services, the Customer shall actively cooperate with all investigations aimed at determining the cause and take all measures to secure evidence that may be relevant.
10.4. Any goods or services that are delivered to the Customer by a subcontractor of IntuiPro Advisory BV or that are delivered to IntuiPro Advisory BV by a third party and that IntuiPro Advisory BV in turn delivers to the Customer, shall only be subject to the guarantee and liability conditions that apply between such subcontractor or third party and IntuiPro Advisory BV.
10.5. The Customer must check the goods and services for defects immediately upon delivery or acceptance. In case of any visible defects, the Customer must report these defects to IntuiPro Advisory BV within a period of 7 days from delivery or acceptance or, in case of hidden defects in goods, within 2 days from detection of hidden defects and, in any case, within 2 months from delivery of these goods, by means of a reasoned registered letter. IntuiPro Advisory BV is only liable for a defect in the delivered goods or services that exists at the time of delivery and that manifests itself within a period of 2 months after delivery. In the event of a defect, the Customer shall not be entitled to any compensation. The Customer is only entitled to the free repair of the good or the service or the free replacement of the good or the service, at IntuiPro Advisory BV discretion. If free replacement or repair is impossible or disproportionate, the Customer shall only be entitled to demand an appropriate price reduction.
11. Liability
11.1. IntuiPro Advisory BV shall not be liable for any consequential or indirect damages or losses, loss of data, recovery of data, profit, revenue, turnover or other financial or commercial losses, whether arising from the breach of its obligations or not. IntuiPro Advisory BV is also not liable in case of damages suffered due to acts or lack of acts that are not exclusively and directly attributable to IntuiPro Advisory BV.
11.2. In any case, the liability of IntuiPro Advisory BV towards the Client shall be limited to 1000 Euros per incident, on the understanding that the total liability of IntuiPro Advisory BV arising from the agreement shall always be limited to 50% of the total value of the agreement.
12. Duration and dissolution
12.1. The duration of the agreement is in principle until the end of the project unless a different duration has been expressly agreed in writing.
12.2. In any case, IntuiPro Advisory BV shall always be entitled to immediately terminate the agreement early without any damages, without further notice or default and without prior recourse to a court of law if: (a) the Customer fails to perform a contractual obligation and he does not adequately remedy such failure within a period of 10 business days after IntuiPro Advisory BV’s notification of the failure, (b) in case of (application for) bankruptcy, dissolution, liquidation or insolvency of the Customer, or (c) the legal control over the Customer changes.
12.3. In the event of early termination of the agreement, all amounts due, even for invoices not yet due or issued, shall be payable immediately.
13. Ban on recruitment
13.1. During the term and for 12 months after the termination of the Agreement, the Client shall not employ, hire or directly or indirectly approach any employees, consultants, representatives or subcontractors of IntuiPro Advisory BV or their staff, who are involved in the performance of the Agreement, regardless of their status, for the purpose of recruitment or direct or indirect cooperation in any form.
13.2. If the Customer violates this Article, he shall be liable per violation automatically and by operation of law to liquidated damages equal to the total gross salary of the employee, consultant, representative or subcontractor concerned for a period of 12 months preceding the Customer’s non-compliance with this Article, which the parties consider to be an estimate of the reasonable damage resulting from a violation of this Article.
14. Anti-corruption
14.1. The parties undertake to comply with the Law prohibiting and punishing acts of corruption and related criminal or delinquent acts, in all their dealings and relations, whether or not they are related to the Agreement.
15. Applicable law and competent jurisdiction
15.1. These General Terms and Conditions and any other contractual provisions between IntuiPro Advisory BV and the Customer are governed by Belgian law.
15.2. The parties shall endeavour to settle any dispute amicably. If no amicable settlement can be reached, each dispute shall be settled exclusively by the courts of Leuven / Belgium.
