General terms and conditions
1.1. The general terms and conditions apply to all legal acts and legal relationships between Innovative Systems Provider BV (hereinafter referred to as “InSyPro”) and the customer, unless explicitly agreed otherwise in writing between both parties.
1.2. The client shall be deemed to have tacitly agreed to the exclusive applicability of these terms and conditions in the case of any assignments given verbally, in writing, by telephone, by e-mail or by fax or otherwise, irrespective of a written confirmation from InSyPro.
1.3. No other specification, description, publication, written or oral commitment shall form part of these terms and conditions, nor shall it be deemed to be referred to in these terms and conditions.
1.4. Any purchase, payment or other terms and conditions of the customer do not apply unless they have been expressly accepted in writing by InSyPro, even if the customer’s terms and conditions exclude these terms and conditions.
1.5. All quotations and offers made by or on behalf of InSyPro are entirely free of obligation and can be withdrawn by InSyPro as long as InSyPro has not accepted in writing an order or order following the quotation or offer. All quotations and offers are also subject to changes in the order by the Customer or price changes by suppliers.
1.6. InSyPro reserves the right to refuse any order or order without giving a reason.
1.7. Placing an order or order with InSyPro constitutes acceptance of these general terms and conditions of sale. A hyperlink to (or a copy of) these terms and conditions always forms part of InSyPro’s order forms, offers, agreements, invoices and credit notes. A copy of these terms and conditions can always be obtained free of charge upon simple request.
1.8. The person who places the order or assignment in the name of the client is presumed to be authorised to do so. Together with his principal, he bears all responsibility towards third parties.
- Prices, rates and payment
2.1. All prices and rates of InSyPro are exclusive of VAT, unless expressly stated otherwise.
2.2. Unless explicitly agreed otherwise, an advance of 50% of the anticipated total amount including VAT of each order shall be paid by the client to InSyPro before InSyPro starts the execution of the order and/or order.
2.3. Parties may agree on a fixed price for the execution of the work. Fixed prices are prices that are not subject to change during the execution of the agreed activities, with the exception of the stipulations in the general terms and conditions.
2.4. If no fixed price has been agreed for the execution of the activities, InSyPro shall charge the customer for the hours spent and costs incurred on a weekly or monthly basis on the basis of the agreed rates or the rates that have come into effect since the time of the agreement.
2.5. All invoices are payable on the due date, unless otherwise stipulated, thirty days after the invoice date, or in cash upon delivery or completion of the work, depending on the clear statement on the invoice of which the present terms and conditions form an integral part.
2.6. All payments must be made without deduction or set-off by transfer to the bank account of InSyPro indicated on the invoice.
2.7. Non-payment on the due date shall automatically and without notice of default oblige the Customer to pay interest on the outstanding amount per day of delay at a rate of 1% per month. In addition to late payment interest, in the event of non-payment on the due date, the invoice amounts shall immediately and without prior notice be increased by a fixed compensation of 10% of the invoice amount, with a minimum of €75. In addition, for each reminder, by e-mail or letter, a fixed compensation of €25 shall be charged.
2.8. In the event of non-payment, InSyPro reserves the right to temporarily suspend or permanently cancel the execution of its orders and/or services, or the web applications, websites, trainings, etc. sold, rented or managed by InSyPro. A compensation of €250 will always be charged for this, subject to InSyPro’s right to claim the damage actually suffered.
2.9. In the event of non-payment of one of the outstanding invoices, InSyPro reserves the express right to demand immediate and full payment of all claims it has against the customer at that time and to destroy any current order or agreement, or at least to suspend its performance.
2.10. If the customer fails to meet his obligations, InSyPro is entitled to suspend its activities and charge the costs incurred up to that moment to the customer.
2.11. Every complaint shall be thoroughly investigated by InSyPro if, on pain of nullity, it is submitted by registered letter within eight days after delivery of the goods and/or services.
2.12. Complaints from the customer about the received invoice must also be sent to InSyPro by registered mail within eight days, otherwise the invoices shall be considered as accepted by the customer. All written complaints must clearly state which amounts and invoice components are disputed, as well as the reason for disputing. The uncontested amounts must always be paid within the term of payment of the invoice.
2.13. All amounts mentioned in these terms and conditions are in Euro and are exclusive of 21% VAT.
3.1. Orders and orders can only be cancelled if and insofar as all the following conditions are met:
- InSyPro expressly agrees in writing to the cancellation.
- The cancellation must take place before delivery has taken place or before InSyPro has commenced the agreed work in any form or capacity.
4.1. If it has been agreed that the activities shall take place in phases, InSyPro may postpone the start of the services belonging to a subsequent phase until the client has approved in writing the results of the preceding phase.
4.2. If the execution of an order or assignment has to be stopped for an indefinite period of time at the request of the Customer and this fact results in additional costs, these costs shall always be for the account of the Customer.
4.3. If the client wishes to change or extend the order or assignment given in the agreement, this is only possible after both parties have confirmed in writing their agreement on the changes to be made and the consequences for the price and the delivery date.
4.4. Except prior agreement, InSyPro is not obliged to retain clichés, designs, images, photographs, films, logos, html documents, etc.
- Modifications and extra work
5.1. Additional work is defined as any change in the functional specifications that formed the basis of the original agreement or in the specifications subsequently agreed at any time.
5.2. InSyPro shall inform the customer as soon as possible if a change or addition to the specification to be agreed between the parties would affect the time of completion of the work.
5.3. If a fixed price has been agreed for the work, InSyPro shall inform the customer in advance if the change or addition to the work to be agreed upon will result in the agreed price being exceeded.
5.4. Modifications shall not be carried out until they have been laid down in an appendix to the original agreement signed by the parties.
5.5. Necessity or desirability of additional work can never be a reason for dissolution of the existing agreement.
6.1. Any time limits indicated when ordering or placing the order shall start to run from the start date indicated in the contract or, failing that, from the second Monday following the date on which the contract is signed.
6.2. The agreed delivery period shall be extended to the extent that the client has failed to deliver the required or requested process descriptions, specifications, documents, drawings, images, photographs, texts and all other project documentation, as well as by postponing meetings or tests.
6.3. If the (delivery) deadline is exceeded, InSyPro shall inform the customer as soon as possible.
6.4. As the delivery period may be affected by acts of third parties and cases of force majeure, they are not considered as an explicit commitment. Late delivery shall not, unless otherwise agreed, give rise to a refusal of delivery and shall not give rise to any compensation for damages.
6.5. Exceeding any term shall never entitle the principal to dissolution and/or suspension of his obligations.
7.1. Each party shall take all reasonable precautions to maintain the confidentiality of information of a confidential nature received from the other party.
- Property and protection
8.1. Goods (studies, designs, developments, etc.) and software remain the property of InSyPro until all amounts owed by the customer have been paid in full.
8.2. Goods and software are at InSyPro’s risk and expense from the moment they are made available to the customer by InSyPro.
8.3. The Intellectual Property Rights of all software developed by InSyPro shall at all times remain vested in InSyPro, unless explicitly agreed otherwise in writing.
9.1. InSyPro accepts legal obligations to pay damages under common law to the extent this is apparent from this Article 9.
9.2. In the event of attributable shortcomings in the performance of the contract, InSyPro can only be obliged to pay a substitute compensation, i.e. compensation for the value of the non-performance, or (partial) restitution of the price received for the non-conforming part of the order.
Any liability on the part of InSyPro for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damage or damage due to loss of profit. Furthermore, InSyPro is not liable under any circumstances for damage caused by delay, damage due to loss of data, damage due to exceeding delivery deadlines as a result of changed circumstances, damage due to lack of cooperation, information or materials provided by the client, and damage due to information or advice given by InSyPro, the content of which is not explicitly part of a written agreement. Defects in the materials that were hidden from InSyPro shall not affect its responsibility and shall not give rise to a claim for compensation.
9.3. The compensation to be paid by InSyPro for attributable failure to comply with the agreement shall under no circumstances exceed 50% (fifty percent) of the amounts invoiced and billable by InSyPro to the client on the basis of that agreement (excluding VAT).
If and to the extent that the agreement is a continuing performance agreement, the compensation for attributable failure shall in no case exceed the price (excluding VAT) stipulated in the relevant agreement for InSyPro’s performance in the period of two months prior to InSyPro’s default.
9.4. A precondition for the existence of any right to compensation shall always be that the client has reported the damage to InSyPro by registered letter within a period of no more than two weeks from the time of its occurrence.
9.5. InSyPro is not liable for errors or shortcomings if they are due to software or hardware or other materials, which were not supplied by InSyPro and which are faulty and/or of which InSyPro did not know that they would be used together with the products/services supplied by it, or the fact that others than InSyPro have made changes to the products/services.
9.6. The customer indemnifies InSyPro against all damage that InSyPro may suffer as a result of claims from third parties related to the goods or services delivered by InSyPro, including :
– claims by third parties, including employees of the client, who suffer damage as a result of unlawful actions by employees of InSyPro who are placed at the disposal of the client within the framework of an order and work under his supervision or on his instructions;
– claims of third parties, including employees of InSyPro, who, in connection with the execution of the agreement, suffer damage which is the result of acts or omissions of the client or unsafe situations in his company;
– claims of third parties who suffer damage resulting from a defect in products or services supplied by InSyPro if the defect was hidden from InSyPro.
9.7. The customer is responsible for the use and correct application in his organisation of the equipment, software and services provided by InSyPro.
- Force majeure
10.1. The parties are not obliged to fulfil any obligation if the shortcoming or delay cannot be attributed to them, or if fulfilment is reasonably too onerous or impossible as a result of a change in circumstances arising outside the parties’ control since the agreement was concluded.
10.2. The party invoking force majeure shall immediately inform the other party in writing, as well as of the cessation of the circumstances of force majeure.
- Dissolution, termination and suspension
11.1. If the customer fails to fulfil one of his obligations towards InSyPro, applies for suspension of payment or is in a state of liquidation and/or bankruptcy, InSyPro has the right to unilaterally and immediately terminate all or certain agreements concluded with the customer, at the discretion of InSyPro, without prior notice of default or judicial intervention being required, without prejudice to any other legal rights to which InSyPro is entitled. All amounts due to the party entitled to terminate shall then become immediately due and payable.
11.2. If the customer fails to fulfil any of his obligations under these general terms and conditions or an agreement entered into with InSyPro, InSyPro is entitled, without prejudice to its other relevant rights, to suspend the agreed activities until the customer still fulfils his obligations.
- Intellectual and industrial property rights
12.1. Client acknowledges that InSyPro is the exclusive owner or licensee of all trademark rights, patent rights, copyrights and intellectual property rights associated with all software, products and services provided by InSyPro. The client agrees that during the term of the agreement and thereafter, he shall not challenge any intellectual and/or industrial property right of which InSyPro is the owner or licensee.
- Applicable law and disputes
13.1. The agreements between InSyPro and the client are governed by Belgian law.
13.2. All disputes relating to these general terms and conditions or agreements concluded by InSyPro shall always be decided by the courts of the district of Dendermonde in Belgium.
- Transfer rights and obligations
14.1. InSyPro is at all times authorised, without the consent of the customer being required, to transfer all rights and obligations arising from the agreements it has concluded to third parties, after prior written notification.
14.2. The customer can only transfer his rights and obligations from the agreements concluded by him after prior written consent from InSyPro, which consent shall not be withheld from the customer on unreasonable grounds.
15 Validity and explanation
15.1. If one or more of the provisions of the agreement concluded between the parties, including the provisions of these general terms and conditions, proves to be null and void or is annulled, this will not affect the validity of the other provisions and the invalid provision will be replaced by a provision that approximates the purport of the invalid provision as closely as possible.
15.1. If one or more provisions of these General Terms and Conditions are deviated from in the contract that the customer enters into with InSyPro, then the provision of the contract shall apply. For all other provisions, these General Terms and Conditions shall remain in full force and effect.
Development and maintenance of websites, web applications and software
- Subject of the agreement
1.1. The conditions mentioned under section II apply specifically to all work to be carried out by InSyPro on behalf of the client in the development and maintenance of websites, web applications and software on the basis of further specifications and functional requirements.
1.2. The terms and conditions stated under paragraph II are an addition to the general terms and conditions stated under paragraph I.
2.1. On the basis of the information to be provided by the client, for the correctness and completeness of which the client guarantees, it will be specified in writing which websites, web applications and software will/will be developed.
2.2. InSyPro is responsible for the correction of errors attributable to it. Copyright improvements that result in changes, additions or omissions beyond our control will be charged according to the applicable rates.
- Delivery and acceptance
3.1. InSyPro shall deliver the developed websites and/or software to the customer in accordance with the specification.
3.2. The customer has the right to test the website/webpplication/software during a period of 8 days after delivery ready for use. The purpose of the test is to determine whether the website/webpplication/software meets the agreed specifications.
3.3. If, during the acceptance test, it appears that the website/webpplication/software is faulty or does not meet the written specifications, the client shall immediately inform InSyPro of the faults in a written and detailed acceptance report. InSyPro shall then remedy the reported defects within a reasonable period of time. The repair shall be free of charge if the software has been developed for a fixed price.
3.4. Minor defects that do not prevent the operational commissioning are no reason to withhold acceptance. By actual commissioning of the website/webpplication/software or parts thereof, the client has accepted the website/webpplication/software or those parts.
3.5. The website/webpplication/software is deemed to have been accepted after acceptance by the customer, or 8 (eight) days after delivery ready for use if the customer has not informed InSyPro in writing of the defects, or after the reported defects have been rectified.
3.6. Acceptance cannot be withheld by the client due to the complete or partial failure by the client to perform an acceptance test.
3.7. Insofar as phased delivery has been agreed, all points of this paragraph shall apply without prejudice to the parts of the project corresponding to the phased delivery.
4.1. The maintenance of the website depends on whether or not it is built with a CMS, done by InSyPro or by the customer.
4.2. If InSyPro is asked to make changes to the website, after 8 days from the delivery date, the cost of these changes will be calculated based on the prices and rates valid on the date of the request. These prices are subject to change without notice.
- Property and protection
5.1. In accordance with the legal provisions governing artistic, intellectual and industrial property, all sketches, designs, photographs, images, web pages and websites, banners, interpretations, concepts, arrangements, software, developments, etc. designed by InSyPro, whatever the technique, are the property of InSyPro. They may not be copied or reproduced or distributed in any manner whatsoever. The surrender or charging of the foregoing does not in itself, except with explicit and prior written consent, in any way give the right to regard it as property.
5.2. The designed website/web application/software is the intellectual property of InSyPro and as such is protected by law. Therefore, the web application/software may not be transferred free of charge or for valuable consideration, in any form whatsoever, in whole or in part, to any third party, with the express written consent of InSyPro.
5.3. The client undertakes to maintain the confidentiality of the website/web application/software and not to distribute or disclose to any third party copies of all or part of the software or of methods and concepts used therein.
5.4. All elements and data provided by the Client to InSyPro for inclusion in the website/web application/software, being all images, logos, photographs, audio or video material and updates thereof, are deemed to be and remain the exclusive property of the Client.
5.5. To the extent that all or part of these elements are not the exclusive property of the Principal, the Principal guarantees that the Principal has all the necessary authorisations for the use of these elements.
5.6. The customer shall indemnify InSyPro against all complaints from third parties who claim to have an intellectual or other conflictual right to any of the elements or data specified in clause 5.4.