General terms and conditions

1. APPLICATION - These general terms and conditions apply to all offers from and agreements with Claerhout Computer Engineering NV (hereinafter referred to as CCE) and AlfaInformatic NV (hereinafter referred to as Alfa), irrespective of conflicting customer provisions. The customer accepts these terms and conditions as part of placing an order.

2. CONCLUSION OF AGREEMENT -All offers and quotations from CCE and Alfa are without obligation until accepted by the customer. Unless otherwise agreed in writing, the services are provided by CCE and Alfa at the applicable hourly rate. The agreement is concluded when the customer returns the quotation, signed for approval, within 30 days. Every customer order is binding to the customer.

3. CANCELLATION - The cancellation of an order is only permitted if (i) the cancellation takes place within 8 days of the order being placed, and (ii) CCE and Alfa have not yet ordered the ordered goods from its supplier, and (iii) subject to payment of compensation amounting to 35% of the agreed price.

4. DELIVERY - The delivery dates are indicative and are not binding to CCE and Alfa. A delay in delivery does not give the customer any right to compensation or price reduction; it does not give cause to terminate the contract either. CCE and Alfa may postpone delivery as long as full payment of the advances due for the ordered hardware and software has not been received.

5. CUSTOMER OBLIGATIONS - The customer undertakes to provide CCE and Alfa with all the necessary information they require. The customer is responsible for providing a perfect environment in which the products will be used. The customer is responsible for ensuring its hardware meets the minimum requirements specified by CCE and Alfa in order for the ordered goods to work correctly. The customer can request instructions from CCE and Alfa, but remains solely responsible for their implementation.
The customer must be in possession of all the necessary licences for all the software used by the Customer. The customer will always indemnify CCE and Alfa against claims from third parties with regard to this software. The customer is responsible for his own hardware, the security, storage and recovery of data, and for the collection of the data and its input onto the appropriate data carriers.

6. INSTALLATION - The customer must use the software with his data immediately after installation. Any errors must be reported immediately upon discovery.

7. OBLIGATIONS of CCE -CCE and Alfa is obliged to provide the services in accordance with recognised best practise. All obligations of CCE and Alfa are a commitments of means. The software supplied by CCE and Alfa is delivered to the customer “as is”. The flawless operation of a computer configuration (hardware and software in its entirety) can never be fully guaranteed. Therefore, CCE and Alfa cannot be held liable for bugs, computer viruses or malware that might occur, despite its efforts.

8. BILLING – All prices communicated by CCE and Alfa are in EUROs and exclusive of VAT; they are also subject to indexation. Unless otherwise stated on the invoice, all invoices are payable within 30 days after sending, and payment is to be made by bank transfer to the account of CCE and Alfa. Each payment is charged against the oldest due invoice first, but only after interest and costs owed have been paid. Applicable discounts expire if the payment conditions are not respected. CCE and Alfa invoice the delivered goods and services on a monthly basis, even if they only form part of the order.

9. PAYMENT - In the event of non-payment within 15 days after the due date, default interest of 12% per year and compensation of 10% of the invoice amount, at a minimum of €125 and a maximum of €6,200, is payable from day 16, without prior notice of default to the customer being required. The customer accepts that, in addition to the default interest due, this lump sum compensation covers additional damages that consist of, among other things, currency depreciation, immobilisation of the capital, lack of cash flow, greater difficulties for financing, and any expenses incurred to recover the money owed. The lump sum compensation is not due if the delay in payment was justified on the part of the customer. Any delay in payment by the customer makes all outstanding invoices and sums immediately due and payable. Any protest in accordance with Article 10 that is not accompanied with a serious explanation does not entitle the customer to postpone any payment.

10. COMPLAINTS - Complaints regarding errors in the delivered software or defects in the hardware/services must be sent to CCE and Alfa by registered letter, stating the reasons, within 8 days after delivery of the product or service. The customer is obliged to cooperate fully with the CCE and Alfa investigation connected to the complaint. Any protest regarding invoices must be sent to CCE and Alfa by registered letter, stating the reasons, within 8 days of the invoice date. In the absence of a timely protest, the delivered products, services and invoices are considered to be definitively accepted and payment is due in full.

11. GUARANTEES ON THE APPLICATION SOFTWARE – CCE and Alfa undertake to correct any programming errors brought to the attention of CCE and Alfa in accordance with Article 8 within a period of 15 days after delivery of the software. This obligation is subject to the following conditions: (1) The customer must be able to reproduce the error and has the right to request assistance from CCE and Alfa. (2) If the error is caused by the incorrect use of the software on the part of the customer, CCE and Alfa will draw up an invoice for the interventions. If the fault lies in the programme, CCE and Alfa will bear the costs to make improvements themselves (with the exception of costs for diskettes, postage costs, relocation costs, etc.). (3) The programmes and instructions must not have been modified by a third party or by the customer. (4) CCE and Alfa is not responsible if the application software does not work on hardware and/or system software that was not supplied by CCE and Alfa or one of its sister companies. The costs of interventions due to this will be borne by the customer. (5) The following will not be considered errors at the expense of CCE and Alfa: errors resulting from changes made to the software by the customer or third parties without the permission of CCE and Alfa; errors caused by incorrect, improper or unauthorised use, hardware or system failure, failure of interconnected hardware or other system components, or software deficiencies that do not interfere with its use.

12. RESPONSIBILITIES OF CCE and Alfa - In all cases in which the programmes or hardware do not work, the customer will only have the right to request correction of the errors, as provided for in Article 11. If, after several attempts, CCE and Alfa fail to make the programmes work in accordance with the specifications, the customer will be entitled to compensation for any proven damage actually suffered, limited to the provisions stated below.
(1) CCE and Alfa are not liable for damage resulting from the failure of a programme during the test period and during the recovery period. (2) Except in the case of fraud, CCE and Alfa cannot be held liable for any (gross) error or negligence on the part of its employees during the implementation of the order. (3) CCE and Alfa shall in no way be held liable for any consequential damages (such as loss of profit, decrease in turnover, increased operational costs, loss of customers) the customer or third parties may suffer as a result of any error or negligence on the part of CCE and Alpha or an appointee. (4) In addition, the total liability of CCE and Alfa, regardless of its object or cause, be it contractual or extra-contractual, will never exceed a maximum of 10% of the contractual sales price of the product or service that caused the damage. (5) If CCE or Alfa uses third party suppliers, CCE and Alfa will not accept any liability above or different to the liability accepted by these third party suppliers for their products or services.

13. RETENTION OF TITLE - All ordered hardware remains the property of CCE and Alfa until the customer has fully paid up the purchase price. CCE/Alfa has the right to file its invoices with the registry of the court in order to maintain its privilege as an unpaid seller. The use of the software and hardware is only permitted under the suspensive condition of full payment of the agreed prices by the customer. However, the risk passes to the customer upon delivery of the goods. Until full settlement of the invoice, goods can be taken back by CCE/Alfa upon simple request without compensation for the customer.

14. INTELLECTUAL PROPERTY RIGHTS - Intellectual Property Rights (hereinafter referred to as IP rights) means: all intellectual, industrial and other property rights (registered or not), including copyrights, neighbouring rights, brands, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, developed systems, analyses, programmes, working methods, applied procedures, programming techniques, as well as all know-how, rights to databases, computer programmes, semiconductors, etc.
The customer expressly acknowledges (1) that all IP rights, if applicable, associated with the delivered software belong to CCE and Alfa or a third party with which CCE or Alfa has concluded an agreement and (2) that the customer does not acquire any control over these rights. The customer only receives a user licence as described in the agreement. The customer is prohibited from granting sublicences to third parties, making the software available to third parties in any way, communicating it, using it for the benefit of third parties, or commercialising it. The customer will respect and protect the IP rights of CCE and Alfa at all times. The customer will immediately notify CCE/Alfa of any infringement by third parties that it becomes aware of.
If the customer transfers software supplied to other systems without the prior written consent of CCE or Alfa, the customer will owe CCE or Alfa fixed compensation equal to the higher of the following amounts for each infringement: either the original price charged by CCE/Alfa increased by 25% or, the actual price charged by CCE/Alfa for the use of this software at the time of the infringement.

15. CUSTOMER PERFORMANCE - In the event of a serious breach of contract that the customer does not remedy within 14 days of receipt of a notice of default by registered mail, CCE and Alfa have the right to either (1) suspend the agreement immediately until the customer has fulfilled his obligations, or (2) terminate the agreement immediately. In the event of dissolution or termination of the agreement at the expense of the customer, the customer will owe full payment of the fixed price of all ordered goods and services. Non-payment of one or more invoices on their due date will always be regarded as a serious breach of contract by the customer.

16. DIVISIBILITY AND SOLIDARITY. - The customer remains jointly and indivisibly responsible for all payments and commitments, even if the customer has asked the invoice to be sent to someone else.

17. SAFETY - The customer is responsible for the safety of the system by taking a physical copy of the programmes and data, and keeping them separately. CCE and Alfa are not liable for any loss or damage to data, even if such loss or damage is due to a fault or negligence of CCE or Alfa or its employees.

18. CONFIDENTIALITY - The parties undertake to keep all commercial/technical information and trade secrets learnt from the other party secret, even after termination of the agreement, and to only use said information/secrets for the implementation of the agreement.

19. RECRUITMENT - The customer undertakes not to recruit or entrust with assignments, either directly or indirectly, employees or personnel members of CCE or an affiliated company during the co-operation between the parties and up to 2 years after its termination. In the event the customer commits a breach of this undertaking, the customer shall owe CCE lump-sum compensation equal to 2 times the recruited or relevant employee/personnel member’s gross annual salary that was paid by CCE or its affiliated company prior to recruitment by the customer. However, CCE reserves the right to claim higher compensation if the actual damage suffered is higher.

20. REFERENCE - The customer gives his consent for CCE to include him as a reference on the CCE website, as well as for other publicity.

21. FORCE MAJEURE - Force majeure situations such as strikes, public unrest, administrative measures and other unexpected events beyond CCE or Alfa’s control shall release CCE and Alfa from its obligations for the duration and scope of the disruption, without the customer being entitled to any right to price reduction or compensation.

22. VALIDITY - If any provision of these general terms and conditions is invalid, the other provisions shall remain in full force and effect, while CCE/Alfa and the customer shall replace the invalid provision with another provision that approximates the purpose and intent of the invalid provision as closely as possible.

23. JURISDICTION - These rules are governed by Belgian law. Any dispute regarding the agreement or these terms and conditions will be settled exclusively by the competent court in Ghent.