Terms & conditions

1. Definitions

  • Specific Terms and Conditions: an agreement subject to these General Terms and Conditions which describe the specific modalities of performance of this Agreement
  • Services: The services provided to the Client are always subject to these General (and Specific) Terms and Conditions.
  • Agreement: These General Terms and Conditions and Specific Terms and Conditions. This agreement contains a complete representation of all rights and obligations between the Parties related to the Services and replaces all prior agreements and proposals, both orally and in written. The applicability of purchase or other Terms and Conditions of the Client are expressly excluded.
  • i4BI N.V. with registered office at Kontich, Veldkant 33A, company number BE 0887 866 734.
  • Client: the Client specified in the Specific Terms and Conditions
  • Performer: the performer of services specified in the Specific Terms and Conditions on which i4BI appeals for the execution of this Agreement.
  • Party/ies: i4BI and (or) the Client.

 

2. Obligations of i4BI

i4BI undertakes to perform the Services as specified in the Specific Terms and Conditions for the Client.

 

3. Place of performance of the Agreement

Unless otherwise specified in the Specific Terms and Conditions, the Services will be conducted on the premises of the Client as stated in the Specific Terms and Conditions

 

4. Duration, Termination, and Dissolution of the Agreement

The duration of the Agreement is determined in the Specific Terms and Conditions.

Any termination modalities shall be specified in the Specific Terms and Conditions.

At the latest 4 weeks before the end of the current term the Client may request i4BI in writing to extend the Agreement. If i4BI agrees with such extension of the Agreement, it shall inform the Client of this in writing. Unless otherwise specified, a possible extension of the Agreement will be subject to the same conditions and duration as the original Agreement.

Notwithstanding its right to claim for damages i4BI may, at its discretion, suspend the execution of the Agreement or terminate the Agreement by operation of law and without prior notice by the mere sending of a registered letter to the Client in the following cases:

– a repeated or serious breach of the contractual obligations (such as late payment) by the Client;
– In case the Client has requested a postponement of payment, is bankrupt, has suspended its payments, has an unstable credit or is manifestly insolvent;
– In case of dissolution and/or liquidation of the Client’s company;
– If the Client’s assets or a part of the Client’s assets are executive and/or precautionary seized at the request of a creditor, or in case of other executive or precautionary measures against the assets of the Client.
– Where there is evidence or strong suspicion of fraud by the Client;
– If the Client refuses to provide the requested information or where the Client provides incorrect and/or false information.
The termination will take immediate effect.

In the event of faults or contractual shortcomings, other than the above mentioned, i4BI has the right to terminate the Agreement if the Client has not corrected its fault or contractual shortcoming within 30 calendar days after the Client has been served by registered letter with a formal notice of default.

If the dissolution and/or termination of the Agreement does not result from a gross negligence of i4BI, all Services provided for the unfinished items must be remunerated at that time at the i4BI’s average hourly rates; notwithstanding the right of i4BI to prove by all legal means that the actual loss is greater.

If the event that the Client cancels its order in whole or in part, or fails to take delivery of and accept all or part of the delivered Services without good reason, i4BI is entitled to demand the dissolution of or compliance with the Agreement. The loss suffered by i4BI will be at least 15% of the value of the order or the part that has not been complied with and this without prejudice to i4BI to prove by all legal means that the actual loss is greater

 

5. Intellectual property rights

Unless otherwise provided in the Specific Terms and Conditions, i4BI grants the Client a non-exclusive and non-transferable user right in relation to the results of the Services it performs at the time that all invoices are paid in full, as well as all other sums owned due to a breach of the Client’s payment obligations.

The risks of the performed Services shall pass to the Client at the moment of delivery.

The Client is not entitled to change or remove any indication related to the confidentiality or regarding the copyrights, trademarks, trade names or other rights of intellectual or industrial property in the software, websites, databases, equipment or materials

 

6. Confidentiality

Confidential information is construed as any information, in any form whatsoever (oral, written, graphic, electronic, …) which has been exchanged between Parties in the context of this agreement.

The Parties and their employees shall keep the confidential information, which they have received from the other Party in the execution of this Agreement secret. Furthermore, the Parties may only use confidential information in the context of this Agreement. The Parties may not disclose confidential information to third parties without the written permission of the other Party. In any event, information is deemed to be confidential if one of the parties has specified it like this.

This obligation of confidentiality shall continue to exist for a period of one year after the end of this Agreement, regardless of the cause of termination of the Agreement.