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 any Agreement entered into by the Supplier, as well as to all obligations arising therefrom. Other terms and conditions of the Customer, whatever the name, do not apply.

2.2.     The GTC apply to the Supplier and all companies belonging to iO. These companies may directly invoke these GTC towards the Customer.

2.3.     If an Agreement deviates from one or more provisions of the GTC, the provisions in the Agreement shall prevail. In that case, the remaining provisions of the GTC shall continue to apply to the Agreement without limitation.

2.4.     Third party services may be subject to the terms and conditions of those third parties. The Customer accepts these terms and conditions in relation to both the Supplier and those third parties. The Supplier shall communicate these terms and conditions to the Customer in advance upon 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 correct, timely manner, and in accordance with market standards.

3.2.     The Customer shall provide all necessary assistance required by the Supplier for the proper execution of the Agreement. The Customer shall, whether requested or not, promptly deliver all elements necessary for the execution of the Agreement, including but not limited to information, personnel, products, materials, software, (digital) data, rights, (...)

3.3.     The personnel that the Customer involves in the execution of an Agreement must have sufficient relevant knowledge, expertise, and experience. The Customer grants its personnel sufficient rights or powers of attorney to take decisions on behalf of the Customer with respect 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.     The Customer may request that the Supplier provides additional Services outside an ongoing Agreement. The Supplier is not automatically obligated to comply with such a request. The Customer acknowledges that this request may impact the Supplier's execution of already ongoing Agreements.

3.6.     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 upon reasonable notice.

3.7.     If the Supplier takes over the management of certain systems developed by the Customer or its third parties and/or needs to establish 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 timeline for delivery specified by the Supplier is always indicative. Failure to meet a timeline does not entitle the Customer to compensation.

4.2.     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.

4.3.     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 contested the Services earlier, he automatically accepts the Services after the expiration of these 14 days or, if earlier, at the time the Customer starts using the Services.

4.4.     By acceptance, the Customer confirms that the Services comply with the Agreement. After acceptance, the Supplier only has obligations for defects in the Services based on a separate warranty or maintenance agreement.

5.         Price and payment

5.1.     Prices are mentioned in the local currency and exclude VAT and other possible levies.

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

5.3.     Estimates of hours/prices mentioned in an Agreement are always indicative in nature.

5.4.     For Services provided by third parties, a surcharge on the price may be charged. In case of media purchases, a surcharge of at least 2.5% applies. The Supplier may invoice the Customer for the Services of third parties in advance or afterward, in whole or in part.

5.5.     Costs, including but not limited to travel and accommodation expenses or costs that must reasonably be incurred to properly perform the Services, shall be reimbursed by the Customer. The Supplier will inform the Customer about these costs in advance as much as possible.

5.6.     If external costs for the Services have increased due to, 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 will invoice all Services monthly with a 2.5% surcharge for office expenses.

6.2.     Invoices must be paid within 30 calendar days of the invoice date. Invoices can only be disputed within 14 calendar days of the invoice date with a written justification sent to the email address as stated on the invoice. Disputing an invoice does not change its enforceability.

6.3.     Upon request and at the Customer's expense, a translation of the invoice can be provided.

6.4.     If the Customer fails to meet a payment obligation, the Supplier is entitled to statutory interest and an additional compensation of 10% of the outstanding amount, with a minimum of €250. In addition, the Supplier has the right to claim full compensation or exercise another right such as suspension of the Services.

6.5.     The Customer does not have the right to suspend a payment obligation or to offset it against a claim against the Supplier.

6.6.     If an Agreement results in the transfer of ownership or another right, this right will be reserved or suspended until the Customer has fulfilled all 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.

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 the EER 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 agreed otherwise, an Agreement is entered into for an indefinite period. An Agreement entered into for an indefinite period may be terminated by the Parties with observance of a notice period of 3 months.

10.2.  The Supplier may always terminate an Agreement immediately, without notice period, formal notice of default, or judicial intervention, without the Supplier being liable for any compensation and without prejudice to its further rights, including the Supplier's right to full compensation, in the event of:

• suspension of payment or bankruptcy of the Customer, or a petition thereto;

• sale or termination of the Customer, or if legal control over the Customer changes otherwise;

• full or partial seizure of the Customer's assets;

• a payment arrears of more than 60 days on one or more invoice(s);

• the Customer's failure to fulfill its obligations fully or partially, making it unreasonable to expect the Supplier to continue the collaboration.

10.3.  In case of cancellation or termination of an Agreement, the Supplier has the right to charge the Customer for all costs incurred as well as costs yet to be incurred and/or damages related to an Agreement.

10.4.  The Parties cannot annul an Agreement.

11.      Liability

11.1.  The liability of the Supplier is limited to direct damage resulting from a professional error by the Supplier. A professional error occurs in case of negligence, mistake, error, omission, misrepresentation, or any wrongful action or wrongful omission committed by the Supplier in the context of (the execution of) an Agreement.

11.2.  The Supplier's liability for direct damages is limited to the amount that the Supplier has received for the execution of an Agreement. If an Agreement has a duration of more than 6 months, liability is limited to the amount that the Supplier has received for the execution of an Agreement in the 6 months preceding the damaging event. In all cases, liability is limited to a maximum amount of €500,000 or such lesser amount that the Supplier's liability insurer actually pays out in respect of the claim.

11.3.  Liability for indirect damages such as, but not limited to, consequential damage, lost profits, missed savings or opportunities, reduced goodwill or business stagnation, damage caused by Services of third parties, items prescribed by the Customer to the Supplier, and damage related to mutilation, destruction or loss of data and documents, etc., is expressly excluded.

11.4.  Liability for damages due to personal injury and property damages is limited to an amount of €1,250,000 per damaging event or per series of related events.

11.5.  The Supplier is not liable if prevented from executing an Agreement due to force majeure or other circumstances beyond their control. This may be a result of, among other things, social conflicts, interruptions of the electricity or telecommunications network, a blackout, pandemics, or unavailability of web hosts or social media. There is also a case of force majeure if Services of third parties prove to be (temporarily) unavailable or defective without the Supplier being able to exert any influence on it.

11.6.  The Customer undertakes not to make direct claims, on whatever grounds, against individual employees, subcontractors, representatives, or other auxiliary persons of the Supplier.

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

12.      Miscellaneous

12.1.  An Agreement does not create an exclusive partnership.  

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 Supplier is entitled to use Artificial Intelligence applications during the execution of an Agreement.

12.5.  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.

12.6.  Should (a part of) one or more provision(s) in an Agreement or in the GTC be void, voidable or unenforceable, the remaining provisions shall remain in full force. The Parties shall then consult to replace a void or nullified provision with a provision that is valid or not voidable and that aligns as closely as possible with the purpose and intent of the void or nullified provision.

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.  All disputes that may arise in connection with an Agreement shall be governed by the law of the country where the Contractor is established. The applicability of the Vienna Sales Convention is excluded. Only the competent court in the district where the Contractor is established shall have jurisdiction handle disputes arising from or in connection with an Agreement.

Version March 10, 2025