Article 1. Applicability

These general conditions apply to any offer or quotation and to the supply of services and/or products by Bpart BV (company number 0736673725) with its registered office at Vaartstraat 73, 3000 Leuven. By accepting an offer or quotation from Bpart BV, the client accepts the applicability of these general conditions and, unless otherwise stipulated, fully and irrevocably waives the application of its general conditions.

Article 2. Quotation

Acceptance of the order and the contractual obligations on the part of the client come into effect on the date of signature by the client of the quotation issued by Bpart BV. The acceptance of the order by the client may also be tacit if it appears from the circumstances that Bpart has started to carry out the services described in the quotation or has already incurred costs for this purpose without the explicit objection of the client.

All prices are exclusive of VAT unless otherwise stated. All offers and quotations, in whatever form, are without obligation until the date of acceptance as described above, unless the contrary is explicitly stated. Offers or quotations do not automatically apply to future orders. The offer applies exclusively to the entirety of the performances and deliveries enumerated therein and is not divisible. Consequently, the offer is not binding for the parts listed separately, even if a separate price quotation is given for them.

All performances and deliveries described herein are provided to the Client on a non-exclusive basis and Bpart BV expressly reserves the right to perform the same or similar performances or deliveries for third parties. To the extent that the general and special conditions of the Supplier deviate from the conditions of the Client, in the event of contradiction or incompatibility the application of the general and special conditions of the Supplier shall prevail.

Article 3. Quality guarantee conform delivery – adjustments

The Client undertakes to check the products and services for possible imperfections and carelessness within a period of eight days after delivery. In the event of a non-conforming delivery, the client undertakes to inform Bpart BV of this in writing without delay, and at the latest within 8 days of ascertaining the defects. Use of the delivered products and services after the expiry of the initial term of 8 days after delivery implies acceptance by the client. The client has the right to correct the delivered result as long as it is not in accordance with the original briefing and accompanying quotation. Fundamental changes compared to the original briefing will be charged extra at the hourly rate mentioned in the quotation, unless explicitly agreed otherwise in the quotation.

Article 4. rights of ownership and use

The execution of an order by Bpart BV does not imply the transfer of the right of ownership or the granting of a right of use to the client or any third party in respect of any knowledge, information, data, systems, methodologies or software which Bpart BV may have in the course of executing the order. This provision also applies to any copyrights existing in Bpart BV or arising in addition during the execution of the order. Any transfer or granting of user rights to the client and the determination of the modalities of these rights can only be done by means of an explicit written provision in an offer or by a separate written agreement.

Unless explicitly stipulated otherwise in the offer, each right of use (licence) is granted to the client for an indefinite period. Each of the parties shall be entitled to terminate a right of use by giving written notice to the other party. The notice period is at least 3 months in the case of termination by the client and at least 6 months in the case of termination by Bpart BV.

Notwithstanding the foregoing provision, Bpart BV is entitled to temporarily suspend the client’s right of use in the event of contractual default by the client which has not been rectified within a reasonable period following written notice of default. Bpart BV reserves the right, without the need for judicial authorisation, to terminate definitively and with immediate effect the right of use and other agreed performances if the contractual default continues for a period of 45 days.

The right to final and immediate termination also applies in the event of a serious contractual default on the part of the client, which could seriously and immediately damage the interests of Bpart or make the cooperation between the parties permanently impossible.

Article 5. Mutual confidentiality

Bpart BV and the client undertake vis-à-vis each other to treat all confidential information and data coming to their knowledge during the execution of the work as strictly confidential and not to disclose them to any third party without the prior consent of the entitled party. Bpart BV and the client mutually undertake to take all reasonable precautions to protect the information of the other party. The client shall not, without the permission of Bpart BV, disclose to any third party any offers made by Bpart BV, or make its reports available.

Article 6. Liability and indemnity

The client accepts that any undertaking to which Bpart BV commits itself in the context of an order is an obligation of means, in which Bpart BV shall act to the best of its ability, in good faith and according to the rules of the art. The client acknowledges and accepts that the operation of software is (or may be) significantly affected by updates of computer programs – including, but by no means limited to, Internet browsers – and/or actions of third parties. Except in the case of fraud, deliberate or gross negligence, Bpart is not liable for, or liable to pay compensation for, any immaterial, indirect or consequential damages, including – but by no means limited to – loss of profit, loss of income, administration or staff costs, loss of data or disclosure of confidential data resulting from the use by the client of the software of Bpart BV.

Bpart BV is not liable for, nor obliged to pay compensation for, any direct or indirect damage resulting from the collaboration, service and/or delivery by third parties, such as – but by no means limited to – network failures or interruptions or problems linked to the hosting included the heavy or deliberate error. Bpart BV is not liable for, nor obliged to pay compensation for, any direct or indirect damage resulting from attacks by computer viruses, hacking or breakdowns, interruptions or errors in the network.

The contractual or extra-contractual liability of Bpart is at all times limited to the amount equal at most to the total of the fees owed by the client to Bpart BV for the services provided. The client accepts sole and full responsibility for the use which it makes of the products or services supplied in accordance with the terms. Bpart BV cannot be held liable in this respect. The client indemnifies Bpart BV against any damage, regardless of its nature and extent, resulting from claims by third parties for damage resulting from the use by the client of the products or services, or damage resulting from alleged or proven infringement of rights of (intellectual) property, on materials and data supplied by the client and used in the execution of the agreement.

Article 7. Invoicing

At the start of the collaboration, Bpart will invoice the licence and other costs associated with making the collaboration possible and which relate to the coming year of the collaboration. Any customised services or developments will be invoiced upon delivery unless specified otherwise. For customised services or developments running for more than 30 days, Bpart BV is entitled to draw up a monthly invoice for the services rendered.

Bpart BV is entitled to invoice each partial delivery (delivery of parts of a composite order) separately. Unless explicitly agreed otherwise in the offer, fees for rights of use are invoiced for the full period (with a maximum of 12 months) and are payable no later than the first day of the next period for which the right of use is granted.

Article 8. Complaints within 8 days

All invoices shall be deemed to have been accepted by the client if he does not lodge a written, substantiated complaint by registered mail within eight days of receipt.

Article 9. Payment within 30 days

All invoices shall be payable within 30 days of the invoice date, without deduction of any discount or compensation.

Article 10. Compensation and interest on arrears

Every late payment or non-payment is considered a contractual default. All overdue and non-paid amounts shall automatically and without notice incur interest of 1% per month from their due date. If payment is not made within 60 days, the debt shall be increased, ipso jure and without notice of default, by 10% of the amount, with a minimum of EUR 125, as well as any legal costs.

Article 11. Amendments to the assignment

The client accepts that the time planning of the assignment may be affected if the parties agree in the interim to extend or alter the approach, method or scope of the assignment and/or the work resulting from it. If this leads to additional work, this will be confirmed to the client as an additional assignment.

If it has been agreed that the agreement will be performed in phases, Bpart may suspend the performance of the parts belonging to a subsequent phase until the client has approved in writing the results of the preceding phase.

Article 12. Default of the client

If progress in the execution or delivery of the work is delayed through fault or negligence on the part of the client or through force majeure on his part, Bpart BV may charge the full agreed amount, including the costs already incurred for the materials intended for this order, without prejudice to its right to claim further costs, damages and interest.

Article 13. Applicable law and competent court

The agreement in all its parts is governed by Belgian law. All disputes fall under the jurisdiction of the courts of Leuven.

These general terms and conditions are valid from 1 October 2019.

The general terms and conditions were translated from Dutch. In the event of a dispute, the Dutch version shall always prevail.