1.       Definitions

Agreement: an Agreement of any nature the Parties wish to enter into or have entered into.

Customer: the Supplier’s other party to an Agreement.

GTC: these general terms and conditions.

iO: all companies that are part of the group of enterprises under the by Belgian law established holding company iO Group NV with enterprise number 0712.677.311.

IP rights: all forms of intellectual property rights.

Parties: the Customer and the Supplier.

Personal Data: all information that relates to an identified or identifiable individual

Services: everything the Supplier performs or provides under an Agreement, such as the provision of services, products, materials, software and hardware, (digital) data, rights, (…).

Supplier: the company that is part of iO and is party to an Agreement.

Third party services: all services, products, materials, software and hardware, (digital) data and third-party rights the Supplier provides to the Customer as part of the performance of the Services.

2.       Scope

2.1.      The GTC apply to every Agreement the Supplier enters into. General or other conditions of the Customer shall explicitly not apply.

2.2.      The GTC apply to the Supplier and any other companies that are part of iO and which are involved in the execution of an Agreement. These companies can directly invoke the GTC with regard to the Customer.

2.3.      Terms and conditions of third parties may apply on Third party services. The Customer accepts these terms and conditions with regard to the Supplier and these third parties. The Supplier shall communicate these terms and conditions in advance upon Customer's request.

3.       Execution of the Agreements

3.1.      Every Agreement with the Supplier results in obligations of best effort. The Supplier shall make every effort to perform an Agreement in a timely manner, correctly and according to market standards.

3.2.      The Customer shall provide all the cooperation that the Supplier requires to perform an Agreement. The Customer provides everything necessary for the performance of an Agreement in a timely manner, such as information, personnel, products, materials, software, (digital) data (...).

3.3.      The staff that the Customer involves in the execution of an Agreement must have sufficient relevant knowledge, expertise, and experience. The Customer grants its staff sufficient rights or powers of attorney to take decisions on behalf of the Customer in relation to (the execution of) an Agreement.

3.4.      If the Customer fails to fulfill its obligations, the Supplier shall not be in default for the performance of its own obligations under an Agreement and the Supplier shall not be liable for any damages resulting thereof.

3.5.      If, in the opinion of the Supplier, the Customer misuses the Services, the Supplier may (temporarily) restrict the Customer from further use or access to the Services and (temporarily) suspend its own obligations with respect to those Services.

3.6.      If the Supplier takes over the management of certain systems developed by the Customer or its third parties and/or establishes a link with them, the Supplier shall never be liable for any defects caused by anyone other than the Supplier itself.

4.      Delivery and acceptance

4.1.      The Parties may agree on acceptance criteria the Services must meet. To test whether the Services meet those acceptance criteria, the Parties shall agree on an acceptance procedure.

4.2.      If the Parties do not agree on an acceptance procedure, the Customer must inspect the Services within 14 days after delivery. Delivery takes place when the Supplier makes the Services available to the Customer. Unless the Customer has protested earlier, he automatically accepts the Services after the expiration of these 14 days or, if earlier, at the time he actually starts using the Services.

4.3.      By acceptance, the Customer confirms that the Services comply with the Agreement. After acceptance, the Supplier only has obligations regarding defects under a warranty or maintenance obligation as set forth in a separate Agreement.

5.       Price and payment

5.1.      Prices are stated in euros and are exclusive of VAT and any other levies.

5.2.      Prices may be adjusted annually based on inflation and demonstrable increases in wage and other costs. The Customer will be notified of any changes in prices.

5.3.      If the Parties have not agreed on a type of pricing for certain Services, the price will be determined on a times and material basis. The Services are then payable per quarter of an hour.

5.4.      Third party services may be subject to a surcharge on the cost price. In case of purchase of media, a surcharge of at least 2.5% applies. The Supplier may invoice the Customer for all or part of the Third party services in advance or afterwards.

5.5.      Expenses, such as but not limited to travel and accommodation expenses or costs reasonably incurred to properly perform the Services, shall be reimbursed by the Customer. To the extent possible, the Supplier will inform the Customer in advance of these expenses.

5.6.      If the external costs for the Services have demonstrably increased by, for example, changes in laws and regulations and/or increased prices of Third party services, the Supplier may charge these to the Customer.

6.       Payment

6.1.      The Supplier shall invoice all Services performed on a monthly basis. Each invoice will include a 2.5% surcharge for administrative services.

6.2.     All invoices must be paid within 30 calendar days after the invoice date. Invoices can only be challenged within 14 calendar days of the invoice date with a written justification to finance.nl@iodigital.com for the Netherlands and finance.be@iodigital.com for Belgium. An invoice remains due despite challenging it.

6.3.      A translation of the invoice can be provided at the Customer’s request.

6.4.      If the Customer fails to fulfill a payment obligation, the Supplier, 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 Supplier shall also be entitled to claim full compensation or to exercise any other right.

6.5.      The Customer does not have the right to suspend or set off any payment obligation for a claim against the Supplier.

6.6.      If an Agreement results in the transfer of any property- or other right, such right shall be reserved or suspended until the Customer has fulfilled all of its payment obligations for all ongoing Agreements.

7.       IP rights

7.1.      If the Supplier is required to use products, materials, software, (digital) data (...) of the Customer for the performance of an Agreement, the Customer will grant a license to the extent necessary for that purpose. If a third party is the holder of such IP rights, the Customer warrants that it has sufficient rights to grant the license to the Supplier. The Customer shall indemnify the Supplier against third party claims in this respect.

7.2.      If IP rights arise in the performance of an Agreement, they shall vest in the Supplier by operation of law.

7.3.      The Supplier grants the Customer a perpetual, unrestricted, royalty-free, non-transferable, non-sublicensable and non-exclusive license to the IP rights that arise in the performance of an Agreement with the scope necessary for the Customer to normally use the (results of the) Services.

7.4.      The Supplier is never obliged to transfer IP rights that do not belong to the Supplier. Nor is the Supplier ever obliged to transfer IP rights to standard parts the Supplier has developed for generic use and that are part of the Services, or are for Services the Supplier provides to third parties.

8.       Confidentiality

8.1.      The parties shall treat all information they receive from the other party as strictly confidential. 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 measures to guarantee the confidentiality of information from the other party.

8.2.      The Parties shall destroy all confidential information at the first request of the other Party, or at the end of an Agreement.

9.       Privacy and personal data

9.1.      If at any time the Supplier is to be considered a processor towards the Customer and the Customer is to be considered a data controller within the meaning of the General Data Protection Regulation (GDPR), a separate data processing agreement as referred to in Article 28 GDPR may be entered into at the Customer's first request.

9.2.      The Supplier will then in any case only process Personal Data of the Customer to the extent necessary to perform the Services. After termination of an Agreement or at the request of the Customer, the Supplier shall delete the Personal Data, unless there is a legal obligation to keep the Personal Data longer. 

9.3.      The Supplier shall, in its capacity as processor, provide the necessary assistance to the Customer to comply with the GDPR. The Supplier may charge reasonable costs for providing such assistance.

9.4.      The Supplier shall report a Personal Data breach to the Customer without unreasonable delay.

9.5.      The Supplier shall process all Personal Data in Belgium or the Netherlands or in the European Union or countries with an adequate level of protection. Processing of Personal Data outside the European Union will only take place after written consent of the Customer.

9.6.      The Customer gives general permission to engage third parties as (sub)processors. The Supplier will require any sub-processor to comply with the provisions of any Agreement. The Supplier remains responsible for the sub-processor.

9.7.      The Supplier shall take appropriate technical and organizational measures to secure the Personal Data.

10.    Duration and termination

10.1.   Unless otherwise agreed, an Agreement is entered into for an indefinite period of time.

10.2.   An Agreement entered into for an indefinite term may be terminated by the parties subject to 3 months' notice.

10.3.   The Supplier may terminate an Agreement at any time, with immediate effect and without any notice period if the Customer has applied for a suspension of payments or becomes bankrupt, if the legal control over the Customer changes or if the payment arrears on an invoice exceed 60 days.

10.4.   Dissolution of an Agreement does not lead to any reversal of obligations for the specific Services and the corresponding payment obligations that have not been fulfilled.

10.5.   The Parties cannot annul an Agreement.

11.    Liability

11.1.   The Supplier’s liability is limited to direct damages resulting from a professional error on the part of the Supplier.

11.2.   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 Supplier within the context of – the execution of – an Agreement.

11.3.   Liability for damage caused by people and property damage is limited to €1.250.000 per damaging event or per series of related events.

11.4.   Liability for direct damage is limited to the amount the Supplier 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 Supplier 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 Supplier’s liability insurer actually pays out in the matter of the claim.

11.5.   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 Customer has prescribed, software or (digital) data, and damages relating to mutilation, destruction or loss of (digital) data, documents, etc. are expressly excluded.

11.6.   The Supplier 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.  If Third party services turn out to be (temporarily) unavailable or defective without the Contractor being able to exercise any control over this, this also constitutes force majeure.

11.7.   Claims by the Customer expire within 3 months after the event that gives rise to the claim for payment, unless the Customer has previously initiated legal action to this end.

12.    Miscellaneous

12.1.   An Agreement does not create exclusivity.

12.2.   If the Parties use an electronic signature, they shall adhere the same legal consequences to this as a non-electronic signature.

12.3.   The Supplier is authorized to mention the Customer and the nature of the Services for promotional purposes.

12.4.   The Customer will refrain from directly or indirectly employing persons working for the Supplier, from having them work for the Customer or making an offer to that effect. The Customer shall in no way attempt to cause these persons to terminate their relationship with the Supplier during the term of an Agreement and for 12 months thereafter. If the Customer fails to comply with this provision, he/she will owe the Supplier an immediately payable fixed penalty of €50,000. The Supplier shall also be entitled to claim full compensation or to resort to any other legal remedy.

12.5.   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.

12.6.   A provision in an Agreement has priority over a provision in the GTC that conflicts with it.

12.7.   The Supplier shall be entitled to change the content of the GTC. Any changes the Supplier applies will become effective after the Customer has been informed of the changes.

13.    Applicable law and choice of forum

13.1.   Agreements and disputes that may arise in relation to an Agreement are governed by Belgian law if the Supplier is established in Belgium and are governed by Dutch law if the Supplier is established in the Netherlands. The applicability of the Vienna Convention is excluded.

13.2.   Disputes that may arise in relation to an Agreement will in the first instance be submitted exclusively to the competent court where the Supplier has its registered office.

Version: 6 January 2023