The present General Conditions apply to all services that are provided between CEBEDEAU asbl, established in Allée de la Découverte, 11, 4000 Liège, Belgium, BCE n° 0402.381.833, and any natural or legal person (the Client) who orders these services (hereinafter referred to as "the Contract"). The Client accepts, without modification, the present General Conditions, which shall prevail over any other general conditions that the Client may invoke against CEBEDEAU. The specific provisions applying to the Services are defined in the offer or the Contract. In the event of contradiction with the provisions of these General Conditions, the special provisions stipulated in the offer or the Contract shall prevail over the corresponding provisions of the General Conditions. No amendment, modification, extension, termination or waiver of the Contract or any of its provisions shall be valid unless it is evidenced in writing signed by the party against whom such provision is invoked.
2.1. Our offers shall be valid for a period of three months.
2.2. The quotation is based on the information provided by the Client who remains responsible for it.
2.3. The prices stated in the offer are only for the performance of the services described therein, to the exclusion of all other services. If additional services are required due to erroneous or missing information provided or requested by the Client, they will be subject to a supplement.
3.1. Invoices shall be payable at the end of the month on 30 bears or on any other due date mentioned therein, to the credit of the account of CEBEDEAU.
3.2. Any failure to pay shall entail an increase, by operation of law and without prior notice, of 12% per annum, plus a fixed indemnity of 15% with a minimum of €250.00, by way of a fixed and irreducible penalty clause, without prejudice to any other damages that may be due.
3.3. Any complaint relating to an invoice must be transmitted at the latest fifteen calendar days after its receipt, by e-mail sent to the address: [email protected] and confirmed the same day by registered mail sent to the CEBEDEAU head office. If these conditions of time and form are not respected, the Client will no longer be able to contest this invoice.
3.4. The non-payment of an advance payment and/or invoice authorises CEBEDEAU to suspend its services and work within the legal limits as well as to retain its reports without any compensation being required and subject to the full compensation of the loss. The advance payments shall be retained in the event of non-payment by the Client.
4.1. The Client shall be free to use the results of the assignment, once he has paid the full price. Within the framework of his free use of the results of the assignment, the Client may, under his sole responsibility, complete, modify or rectify them. The Client shall not acquire any ownership of any information acquired or know-how developed by CEBEDEAU during the performance of this assignment, but only a non-exclusive right of use.
4.2. The Client may not communicate to a third party, even free of charge, an extract or part of a text drawn up within the framework of the assignment, or even reproduce it without the express prior agreement of CEBEDEAU.
4.3 CEBEDEAU may not communicate to a third party, even free of charge, all or part of a text drafted within the framework of the assignment, or even reproduce it without the Client's prior written agreement.
4.4. The intellectual rights attached to the software, designs, methodologies, materials and information developed shall remain the property of CEBEDEAU and may not under any circumstances be exploited for commercial purposes by the Client.
Each of the parties may terminate the Contract by registered letter with acknowledgement of receipt in the event of non-compliance by the other party with one of the obligations incumbent on it under this contract and under the offer or the Contract, and after formal notice has remained unsuccessful for a period of one month, notwithstanding any damages to which it may be entitled as a result of the aforementioned breaches.
Any cancellation of the order by the Customer shall give rise to compensation of 15% of the amount of the order and may not result in the reimbursement of sums already paid.
7.1. CEBEDEAU shall be entitled to have the services ordered performed by any employee or subcontractor of its choice, under its general liability.
7.2. CEBEDEAU reserves the right to refuse to honour an order from a Client who has not paid in full or in part for a previous order or with whom a payment dispute is in progress.
7.3. In addition to its obligations specified in the offer or the Contract, the Client shall be bound to pay CEBEDEAU the price of the Services as defined, to provide CEBEDEAU with all the information and technical documentation necessary for the execution of the Services and to ensure that CEBEDEAU's personnel have free access to the installations in complete safety.
8.1. If the Client considers that he is entitled to contest the quality of the services provided by CEBEDEAU, he must, under penalty of foreclosure, do so in writing (e-mail or letter) within 15 calendar days after the execution of the said services by CEBEDEAU or of the discovery of a defect in the execution of the Contract which has not been approved, expressly or tacitly, by the Client.
8.2. The obligation subscribed to by CEBEDEAU in the context of the services is an obligation of means. CEBEDEAU shall only be liable for deterioration caused by errors or flagrant negligence on the part of its personnel on the installations. The Client shall provide proof of the origin, nature and importance of the damage, as well as the causal link with the latter. CEBEDEAU's liability shall in any event be limited to the limit of the annual amount excluding taxes of the services performed under the Contract without prejudice to the right of the Client to request the termination of the Contract in court, in accordance with article 1184 of the Civil Code. CEBEDEAU shall not be liable for any other damage such as operating losses, loss of information linked to this deterioration or to the performance of the services covered by the Contract, accidents, malicious acts or interventions carried out by the Client or third parties.
The Client shall insure, both on its own behalf and on behalf of CEBEDEAU, the installations on its site against damage caused by fire, explosion, water damage, natural phenomena, etc., as well as for any recourse relating thereto. The Client shall consequently waive all recourse against CEBEDEAU and its insurers, and undertakes to obtain from its own insurers that they waive recourse under the same terms.
10.1 CEBEDEAU and the Client undertake to keep confidential all information and documents concerning the other party, of whatever nature, economic, technical, etc., to which they may have had access during the performance of the Contract.
10.2 Both parties shall take all necessary measures with regard to their personnel to ensure, under their responsibility, the secrecy and confidentiality of all information and documents referred to in the above paragraph. The clauses of the Contract and its appendices, between CEBEDEAU and the Client, shall be deemed to be confidential and, as such, they may not be published or communicated to unauthorised third parties.
11.1. Neither Party may be held responsible for the total or partial non-performance of its obligations, if this non-performance is due to an act of God or to the occurrence of an element constituting force majeure such as, in particular, and without this list being restrictive, flooding, fire, storm, lack of raw materials, transport strike, partial or total strike, or lock-out.
11.2. The Party affected by such events shall inform the other Party as soon as possible and at the latest within 5 working days of the occurrence of the event.
11.3. The parties agree that they shall consult each other as soon as possible in order to determine together how the order shall be executed during the period of force majeure.
In the event that events not foreseen by the Parties fundamentally modify the balance of the Contract, thus causing an excessive burden for CEBEDEAU in the performance of its contractual obligations, the Parties shall then consult each other with a view to revising the Contract on an equitable basis, in order to avoid any excessive prejudice for CEBEDEAU. The price revision shall be the subject of an amendment to the Contract.
All the logos, trademarks, photos and models appearing on CEBEDEAU's commercial documents, including the Internet site (www.cebedeau.be) are the property of CEBEDEAU. Any partial or complete reproduction of these logos, trademarks, photos and models, whatever the medium, for commercial, associative or voluntary purposes, is forbidden without the written consent of CEBEDEAU or the holders of the trademarks or rights attached to these graphic representations.
14.1. The Contract concluded between CEBEDEAU and the Client is subject to Belgian law.
Any dispute whatsoever must first be the subject of an attempt at an amicable settlement before it can be submitted to the Courts and Tribunals.
14.2. Any dispute relating to the validity, interpretation and/or execution of a Contract concluded with CEBEDEAU shall be submitted exclusively to the Courts and Tribunals of Liège.
14.3 The language of the Contract and of the work is French.
15.1 Hiring - hiring: CEBEDEAU and the Client undertake not to hire or hire the personnel of the other party who have participated in the performance of the Contract, throughout the duration of this performance and during the year following the termination of the contractual relations.
15.2. If, by virtue of the application of a law or regulation or following a final decision of a competent court, one or more provisions of these general terms and conditions are held to be invalid or declared as such, this shall not affect the other provisions of these general terms and conditions which shall remain in force. Where appropriate, the parties will negotiate to agree on a provision or provisions that would achieve, as far as possible, the objective pursued by the invalid provision or provisions.
15.3. No failure or delay by either party in exercising any right or remedy available to it under these terms and conditions or under applicable law shall constitute a waiver. A waiver of a right or remedy shall be in the form of a writing from the waiving party.
15.4. These general terms and conditions and the provisions mentioned in the offer or the Contract sent to the Client form a contractual whole and constitute the entire contractual relationship between the parties.