General terms & conditions

Template — get a lawyer to review. This text is a generic template for a Belgian B2B consulting engagement. It has not been reviewed by a lawyer and does not replace terms negotiated case by case. Have it validated by counsel before it binds a client.

These terms govern any service provided by vbnetwork BV ("vbnetwork"), unless a written agreement signed between the parties provides otherwise.

§ 1. Scope

These terms apply to every offer, proposal, engagement or service of vbnetwork. They prevail over the client's own purchase conditions, unless vbnetwork has explicitly accepted otherwise in writing.

Any derogation from these terms is only valid if expressly accepted in writing by vbnetwork, and only for the contract concerned.

§ 2. Offers and formation of the contract

Offers are valid for 30 days from their date of issue, unless stated otherwise. The contract is formed by the client's written acceptance of the offer, or by the actual start of work with the client's agreement.

Any scope change requested during the engagement is documented in a written amendment and may lead to a revision of price or schedule.

§ 3. Services and best-effort obligation

vbnetwork undertakes to perform its services with the care and diligence of a qualified professional. Unless explicitly stated otherwise, its obligations are best-effort obligations, not obligations of result.

The client provides, in due time, all information, access and resources necessary for the proper execution of the engagement. Any delay attributable to the client may cause a shift in the schedule and additional invoicing.

§ 4. Rates and invoicing

Prices are quoted excluding VAT, unless stated otherwise. Belgian VAT is applied at the rate in force.

Invoices are payable within 30 days of the invoice date, by bank transfer to the account indicated. Late payment gives rise, as of right and without prior notice, to interest at the Belgian legal rate and to the fixed recovery-cost indemnity provided for by the law of 2 August 2002.

§ 5. Confidentiality

Each party undertakes to treat as confidential any non-public information received from the other party in the context of the engagement, and to use it solely for the purpose of performing the contract.

This obligation survives for five years after the end of the engagement.

§ 6. Intellectual property

Deliverables specifically developed by vbnetwork within the engagement are transferred to the client upon full payment of the corresponding invoice, except for vbnetwork's pre-existing components, methods, tools and libraries, on which the client is granted a non-exclusive licence for internal use.

vbnetwork retains the right to mention the engagement as a commercial reference, unless the client requests otherwise in writing.

§ 7. Liability

vbnetwork's liability is limited to direct and foreseeable damages caused by a proven fault in the performance of the engagement. It is in any event capped at the amount excluding VAT actually invoiced for the engagement concerned during the twelve months preceding the event giving rise to the claim.

Indirect damages, loss of business, loss of data, loss of opportunity or reputation are excluded, save in the case of gross negligence or wilful misconduct.

§ 8. Force majeure

Neither party is liable for a breach caused by a force-majeure event within the meaning of Belgian law, including network incidents, third-party cyberattacks, unavailability of a cloud provider, decisions of a public authority or a public-health situation.

§ 9. Termination

In case of a serious breach by one party, the other party may terminate the contract by registered letter after a formal notice remaining without effect for 15 days.

Services performed until termination remain due.

§ 10. Processing of personal data

vbnetwork processes personal data in accordance with the GDPR and the Belgian law of 30 July 2018. The details are set out in the privacy policy published on the site.

§ 11. Applicable law and jurisdiction

These terms and any contract they govern are subject to Belgian law. Any dispute falls under the exclusive jurisdiction of the courts of the judicial district of Brussels.

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