Article 1. Application of general terms and conditions
1.1. These general terms and conditions apply to all offers from and to all agreements with D-PAC BVBA, even if conflicting provisions are stated on the customer’s documents. By placing an order, the customer accepts the General Terms and Conditions of Comproved.
Article 2. Offers and quotations – order confirmation
2.1. All offers and tenders from Comproved are without obligation until the moment of acceptance by the customer. The agreement comes into being when the customer confirms the offer to Comproved for approval within fourteen days. Every order or order confirmation by the customer connects the customer to the agreement. The agreement replaces all earlier oral and / or written agreements. The execution of the order starts from the confirmation.
2.2 All changes in scope / functionalities during and / or after the trajectory will be implemented at the hourly rate applicable at that time, unless agreed otherwise.
Article 3. Cancellation of the order
3.1. The cancellation of an order by the customer is possible as long as Comproved has not yet commenced its work and subject to payment of compensation of 30% of the agreed price, with a minimum of 75 EUR.
Article 4. Payment modalities
4.1. Unless otherwise agreed, Comproved’s invoices are payable within 30 days after the invoice date. Disputes must be made known to Comproved by registered letter within seven working days after the invoice has been sent. Under no circumstances can a dispute justify a deferral or suspension of payment.
4.2. All invoices are payable on their due date by transfer to the account number of Comproved. Each payment is charged on the oldest due invoice, and first on the interest and costs due. Allowable discounts expire if the general terms and conditions are not respected.
4.3. If the customer does not proceed to payment within 8 days after receiving a reminder from Comproved, the customer owes Comproved a interest of negligence at the interest rate determined in article 5 of the Law of 02/08/2002 to reduce the payment arrears in trade transactions . A fixed compensation of 10% of the invoice amount with a minimum of EUR 25 is also charged. The interest due is calculated from the date of reminder until full payment. In addition, Comproved reserves the right to suspend further implementation of its obligations until the customer has paid the due invoices. Any delay in the payment by the customer makes all the sums due suddenly payable.
4.4. Projects put on hold by the customer do not give rise to a suspension of payment.
4.5. Comproved is entitled to terminate the agreement with immediate effect if the customer does not fully or partially fulfill one or more of his obligations arising from this agreement (such as a non-payment of the invoice) without the customer being entitled to claim reimbursement of prepaid compensation or any compensation. Comproved will in any case inform the customer of this.
Article 5. Liability – General
5.1. Comproved undertakes to perform all services to be provided with care. All Comproved’s achievements are obligations of means. Comproved is not liable for errors in implementation due to insufficient or incorrect input by the customer.
5.2. Comproved’s liability with regard to services provided to the customer is in any case limited to either the reimbursement of the price paid by the customer or the re-performance of the services, at Comproved’s option. Comproved’s total liability will never exceed the price paid by the customer to Comproved for the services that led to the claim.
5.3. With regard to services from third-party suppliers, Comproved does not accept any liability beyond or different from the liability that third-party suppliers are willing to accept for their products or services.
Article 6. Termination of the agreement
6.1. If the customer is guilty of a serious contractual breach that the customer does not repair within 8 days after receiving a registered letter of default, Comproved has the right to either (i) suspend the agreement until the customer has fulfilled his obligations, or (ii) terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be considered as a serious contractual breach.
6.2. Upon termination of the agreement, the customer will pay for all services provided by Comproved, as well as the costs that Comproved must incur as a result of this termination, plus a lump sum compensation of 30% of the amount that Comproved could still have invoiced to the customer if the agreement was fully implemented. The paid advance, if any, remains acquired for Comproved. In addition, Comproved reserves the right to claim higher compensation if it proves that its actual damage is greater than the fixed damage as determined above.
6.3. Nevertheless, each party agrees to grant the other party a reasonable period of time to remedy its possible shortcomings, and to always first look for an amicable settlement.
Article 7. Processing of personal data
7.1. Insofar as the customer processes personal data on the Comproved server, Comproved has the capacity of processor. The customer has the capacity of responsible for the processing of personal data within the meaning of the Personal Data Processing Act. The customer declares to fully comply with the obligations incumbent on the controller included in this law.
7.2. In the context of the services for the customer, Comproved processes personal data of the contact persons specified by the customer. The contact details of these persons are processed for the purpose of “customer management”, i.e. to come into contact with the customer with regard to the services. The contact persons have a right of access and improvement with regard to their data.
Article 7. Reference
7.1. The client agrees that the work performed by Comproved for the client will be included in Comproved’s reference portfolio.
Article 8. Force majeure
8.1. Force majeure situations such as strikes, public unrest, administrative measures and other unexpected events over which Comproved has no control, release Comproved, for the duration of the nuisance and for their scope, from its obligations, without the right to any price reduction or compensation for the customer.
Article 9. Invalidity
9.1. If any provision of these general terms and conditions is invalid, the remaining provisions will stay in full force and Comproved and the customer will replace the invalid provision by another provision that approximates the purpose and scope of the invalid provision as much as possible.
Article 10. Applicable law – competent court
10.1. Belgian law applies to the Comproved agreements. Any dispute regarding the conclusion, validity, implementation and / or termination of this agreement will be settled by the competent court of Antwerp.