Article 1. Application of general terms and conditions
These general terms and conditions apply to all services provided by Konnekto BV with company number 0721.575.575 (hereinafter ‘Konnekto’) to its clients. Each client using Konnekto’s services shall be deemed to have knowledge of these general conditions and to accept them without reservation or limitation.
These general terms and conditions also apply to any future relations between Konnekto and its client.
Any possible deviation from these general terms and conditions must be accepted by Konnekto in advance. This shall be done expressly and in writing.
Article 2. Delivery
Konnekto undertakes to deliver its services within a reasonable time. In case of specifically agreed deadlines, Konnekto commits to use reasonable efforts to meet these deadlines. The date of performance of the agreed services is intended for estimating purposes only and is not contractually binding. Delay in performance shall not entitle the client to compensation, price reduction or termination of the agreement.
If unforeseen circumstances, which render the performance of the services by Konnekto more difficult or costly, occur after the conclusion of the agreement, Konnekto shall be entitled to suspend the performance of the services or to adjust its obligations under the agreement accordingly.
If the parties have expressly agreed on a binding delivery period, this period shall be extended in the event that the client fails to transfer and accept information, documents, originals or images, or fails to do so in a timely manner, or if the client places additional orders.
Article 3. Execution
Konnekto is allowed to assign orders or assignments to independent contractors working for/on behalf of Konnekto. Konnekto has the right to replace one contractor with another at its own discretion.
Konnekto also reserves the right to subcontract its services to any other person/organization that is not a part of Konnekto for the performance of its services.
Article 4. Modalities of payment
Unless agreed otherwise, Konnekto’s invoices are payable within 14 days from invoice date. Any protest regarding an invoice must be addressed to Konnekto by registered letter within 7 days of the invoice date. The failure to do so shall result in the irrevocable acceptance of the invoice. Under no circumstances can a protest justify a postponement or suspension of payment.
All invoices are payable on their due date by bank transfer to Konnekto’s account number. Any granted discounts shall automatically expire in the event of non-compliance with the general terms and conditions.
In the event of late payment of an invoice, the client shall automatically, and without any further notice, be obliged to pay an interest rate in accordance with article 5 of the Law of 02/08/2002 on combating late payment in commercial transactions (Wet betreffende de bestrijding van de betalingsachterstand bij handelstransacties), as well as a fixed compensation of 10% of the invoice amount with a minimum of 100 EUR. The interest due will be calculated from the due date until the date of the payment in full, capitalized in accordance with article 1154 of the old Civil Code (burgerlijk wetboek). In addition, Konnekto reserves the right to suspend the performance of its services until the client has fully paid the outstanding invoices. Upon delay in payment by the client, any amounts invoiced shall be due and payable immediately. In such event, the client shall not be entitled to use any documents, information and/or creations prepared by Konnekto in any way or form.
Article 5. Intellectual property rights
Intellectual property rights means all intellectual, industrial and other property rights (whether or not), including, but not limited to: copyrights, related rights, trademarks, trade names, logos, drawings, models (incl. applications for registration of models and drawings), patents (incl. applications for registration of patents), domain names, know-how, as well as rights relating to databases, computer programs and semiconductors.
The client shall at all times respect Konnekto’s intellectual property rights and undertake all reasonable efforts to protect these rights. The client shall immediately notify Konnekto of any infringement by any third party of Konnekto’s intellectual property rights of which it has become aware.
All documents, presentations, information, advice, etc. emanating from Konnekto are protected by intellectual property rights and may under no circumstance be used or reproduced without the express prior written consent of Konnekto. The aforementioned documents are the result of specific situations and clients and can therefore not be simply transposed or applied to other situations or other organizations without a new analysis performed by Konnekto. Any possible breach of these provisions by the client shall give rise to a fixed compensation of 50,000 EUR per breach, without prejudice to Konnekto’s right to claim higher compensation in the event of higher actual damages.
Article 6. Confidentiality
All documents, presentations, information, advice, etc. provided by Konnekto to its clients are subject to the obligation of confidentiality of those documents by the client. he client may only disclose the aforementioned documents as well as their content to any third party with the express written and prior consent of Konnekto.
Article 7. Obligation of confidentiality
The parties shall not disclose to any third party any commercial and technical information as well as trade secrets acquired from the other party, even after the termination of the agreement and such information can only be used for the performance of the services. This obligation shall not apply if disclosure is required totheextentnecessarysolelyforthepurposeofperformanceorrespect oftherightsandobligationsunder the agreement before a court or another dispute resolution body.
The obligation of confidentiality shall not apply if a party is required to disclose confidential information on legal or judicial grounds, or in the case of an order by a governmental authority. In that case, that party shall inform the other party in advance.
Article 8. Non-exclusivity
Konnekto is free to provide services to competitors of the client. Konnekto will attempt to the extent possible that different persons work in service of each such clients.
Article 9. Non-solicitation
During the term of the agreement and for a period of 12 months after its termination, the client agrees that it shall not employ or solicit (in the broadest sense of the word) any of Konnekto’s employees or independent contractors, nor to induce such employees or contractors to terminate such engagement or employment with Konnekto, or to have them employed or contracted by any third party through its involvement.
The client shall procure to impose such obligation on its directors and affiliates.
In case of non-compliance with the obligations mentioned in this article, the client shall be liable to pay to Konnekto a fixed compensation of 50,000 EUR per breach, without prejudice to Konnekto’s right to claim higher compensation in the event of higher actual damages.
Article 10. Liability
Konnekto’s liability, in case of any (gross) error and/or (gross) negligence (on whatever basis) on Konnekto’s behalf, and/or any willful misconduct, gross error and/or gross negligence (on whatever basis) committed by an appointee/executive agent of Konnekto in the performance of the agreement or otherwise, can never exceed the amount of the contractually determined Fixed Fee.
If any damage caused by Konnekto or its appointee/executive agent is covered by an insurance policy of the client, the latter waives its right of recourse against Konnekto.
The client expressly acknowledges that it is solely responsible for its risks resulting from the provisions of the agreement and those risks have, as such, already been adequately taken into account in the remuneration agreed upon with Konnekto.
Konnekto is in no way liable for the content of any of the materials (including visual material) provided by the client, nor for the content that the client placed on its systems. The client must ensure that the supplied material does not infringe any intellectual property rights or legal provisions.
The client shall indemnify Konnekto and its contractors (employed or independent) against any claim from a third party resulting from a fault or negligence of the client.
here shall be no in solidum liability of Konnekto with any other third party. The client shall therefore only be able to claim the part for which Konnekto is liable.
Article 11. Force majeure
Neither party is obliged to perform the agreement if it has become impossible to do so due to force majeure. The party invoking a force majeure event cannot be held liable (contractually or extra- contractually) for any damage or loss arising therefrom.
A case of force majeure shall mean any event or circumstance as a result of which a party (the “Affected Party”) is unable to carry out its obligations under the agreement, to the extent that such event or circumstance was neither foreseeable nor avoidable at the time of the conclusion of the agreement and was not caused by the party invoking it.
The following events or circumstances, inter alia and non-exhaustively, shall be considered as an event of force majeure: terrorist attacks; war, civil war, armed conflict, hostile acts, revolution or insurrection in Belgium or in which Belgium is involved; nuclear explosions, ionising radiation or radioactive, chemical or biological contamination; a crashing aircraft or a pressure wave resulting from a supersonic aircraft; fire; natural disasters (to the extent in which they are recognized by the competent authorities), including a tsunami, hurricane, typhoon, earthquake, tidal wave, volcanic activity, landslide, flood or epidemic.
The Affected Party shall, as soon as possible, but in any event no later than two calendar days after it becomes aware or should be aware of the force majeure event, expressly notify the other party in writing by registered letter or e-mail with acknowledgement of receipt of: (i) the events or circumstances constituting the force majeure event; (ii) the date on which the force majeure event occurred; (iii) the obligations under the agreement that the Affected Party is unable to perform due to the force majeure event and the expected duration of the non-performance; iv) if the force majeure event causes a delay of the services, the expected duration of the delay and, if applicable, the additional costs and measures that would be required to make up for the delay in whole or in part.
The Affected Party shall not be relieved from its responsibilities before such notification of a force majeure event. In the absence of notification after a period of two calendar days after the Affected Party becomes aware or should be aware of the force majeure event, the Affected Party may no longer invoke it.
When the force majeure event no longer prevents the performance of the Affected Party’s obligations, it will notify the other party thereof as soon as possible, but in any case within five calendar days.
Article 12. Processing personal data
If the client processes personal data on Konnekto’s server, Konnekto has the capacity of processor. The client has the capacity of data controller within the meaning of the Personal Data Protecting Act (Wet Verwerking Persoonsgegevens). The client declares to comply in full with the obligations incumbent on the data controller included in this act.
In connection with the services provided to clients, Konnekto processes personal data of the contacts provided by the client. The contact details of these persons are processed for the purpose of ‘client management’, i.e. to contact the client regarding the services. The contacts have a right to access and correct their data.
Article 13. Reference
The client agrees that the work carried out by Konnekto for the client will be included in Konnekto’s reference portfolio.
Article 14. Notifications
All notifications between parties must be made in writing and in Dutch.
Both parties expressly acknowledge having sufficient command of the Dutch language.
Such notifications shall be deemed valid if sent by registered mail, by an internationally recognized courier service or by e-mail with acknowledgement of receipt to the official address of the other party.
Article 15. Nullity
If any of the provisions or part of a provision of these general terms and conditions should be declared void or unenforceable, this shall not affect the validity of the remaining provisions. Konnekto and the client shall also replace any void provision with another provision that corresponds with the purpose and objectives of the void provision as much as possible.
Article 16. Applicable law
All issues, questions and disputes relating to the validity, formation, interpretation, performance or termination of the agreement between Konnekto and the client shall be governed exclusively by and interpreted in accordance with Belgian law.
Article 17. Competent court
All disputes arising from or relating to the agreement between Konnekto and the client shall be exclusively by the courts of the judicial district of Ghent, division of Ghent (gerechtelijk arrondissement Gent, afdeling Gent).