GENERAL TERMS AND CONDITIONS

These terms and conditions are the General Terms and Conditions applicable to every agreement between S1T on the one hand and a natural person or legal entity, whether public or not, (hereinafter the "Client") on the other hand. S1T, with its registered office at 3583 Beringen, Venusbergstraat 83, is registered with the Belgian Central Database for Enterprises (KBO) under the number 0693.764.289.

ARTICLE 1 - APPLICABILITY AND DEFINITIONS

• The terms and conditions below apply to every agreement between S1T on the one hand and a natural person or legal entity, whether public or not (hereinafter the "Client") on the other hand. The protection of personal data is subject to a separate privacy statement. Additionally, use of the website is subject to a disclaimer.
• No single provision in the Client’s documents (in particular its general terms and conditions) shall apply to the final agreement.
• Deviations from these General Terms and Conditions are subject to the prior written consent of S1T.
• By entering into the agreement, the Client acknowledges and accepts these General Terms and Conditions.
• The Client confirms that it is aware of and understands the meaning of all technical terms used in these General Terms and Conditions, any supplements thereto and in the tender.

ARTICLE 2 - PROPOSALS AND QUOTATIONS - FORMATION OF THE AGREEMENT

• Proposals and quotations are provided subject to certain reservations and are provided without obligation on the part of S1T. Proposals and quotations are always valid only for the time stated in the proposal/quotation, in principle 30 days after its preparation. No rights can be derived from past offers or quotations for future orders.
• Proposals and quotations are based on the prevailing wages levels, social security charges, corporate income tax, etc. If these change beyond S1T's control, it reserves the right to adjust prices in a proportionate manner as stipulated in clause 4.2.
• Requests, agreements or other arrangements must be accepted by the Client in writing by returning them signed or by email and are only valid if confirmed by S1T in writing or by email. Upon receipt of the signed offer, an advance payment of 30% of the quotation amount may be required. Once the advance payment is received by S1T, services will commence.
• Any amendment to the proposal at the Client's request must be made in writing and will in principle give rise to a new proposal or quotation, with the decision is at S1T's discretion, which is then entitled to adjust the term and/or the rate or amend the order as a result.

ARTICLE 3 - PERFORMANCE OF THE AGREEMENT

• S1T will endeavour to provide the service in line with industry standards. The agreement entered into between S1T and the Client results in a best endeavours obligation. S1T provides its services to the best of its ability and with the expected due care. S1T is entitled to use third parties when performing the agreement.
• The scope of the agreement is limited to what has been stipulated in writing; additional work and/or changes, ordered orally or in writing during the performance of the work, will be additionally invoiced. If changes are communicated orally or by telephone, the risk of these changes being implemented shall be borne by the Client.
• Delivery times indicated for services or products are approximate only. Late delivery will not entitle the Client to any compensation or dissolution of the agreement.
• S1T can only be held liable up to the amount invoiced or paid by the Client in relation to the order in question. S1T cannot under any circumstances be held liable for indirect damages, including general costs, loss of customers, loss of profits, etc. This list is not exhaustive. S1T is also not liable for changes to the translation provided by us made subsequently by the Client.

• In the event of a dispute, the Client must object to S1T's invoices by sending a registered letter justifying the dispute within 8 calendar days of receiving the disputed invoices, on penalty of forfeiture.

ARTICLE 4 - PRICES

• The agreement is concluded at the prices stated on the order form and the method of payment provided for therein, except in the case of mutually agreed deviations from the original offer or quotation which have been confirmed by S1T.
• A discrepancy between the amount in the contract and/or order form and the amount finally invoiced due to e.g. (1) unforeseen changes in the work, (2) an increase in tax rates, social security charges, (3) an increase in value of the goods, (4) stated quantities at the conclusion of the agreement and/or order form differing from those at the time of delivering the services, shall under no circumstances be grounds for the cancellation of the agreement, or for non-payment by the Client, or for legal action by S1T, which is entitled to adjust its price in the event of a price increase of more than 5%. If the price increase exceeds 25%, both S1T and the Client have the right to cancel the agreement without compensation. The Client has the right to cancel the agreement within 8 days of being informed of this price change.

• All prices are exclusive of VAT and other charges unless explicitly provided otherwise. VAT is borne by the Client.

ARTICLE 5 - PAYMENT

• Unless stipulated otherwise in writing, S1T's invoices are payable on the spot, at its registered office.
• If an invoice has not been paid or is not fully paid by the due date, the following applies:
  • Where the buyer is a consumer, and in default of payment on the due date, the consumer will be given a first reminder free of charge. In the event of non-payment 14 calendar days after receipt of this first reminder, interest and damages will be charged in accordance with Article XIX.4 of the Belgian Economic Legal Code. Late payment interest is calculated at the official interest rate. The damages clause states: For principal sums up to €150.00: €20.00; For principal amounts between €150.01 and €500.00: €30.00 + 10% of the invoice amount; For principal amounts over €500.01: €65.00 + 5% of the invoice amount with a maximum fixed amount of €2,000.00. Moreover, a fee of €7.50 will be due for every second and additional reminder. If S1T were to owe money to the Client, a similar arrangement will apply, whereby the Client should provide S1T with an initial reminder free of charge, after which the Client may claim the same damages and interest if payment is not then made;
  • Where the buyer is a professional, the latter owes, automatically and without prior notice of default, fixed compensation of 10% on the outstanding balance with a minimum of €40 per invoice as well as interest on arrears at 10% per year from the due date of the invoice (if the official interest rate is higher, it will be applied). In addition, lawyer's fees, and any other relevant collection costs, incurred for the collection of outstanding invoices will be charged to the Client.
• In the event of non-compliance with the agreed payment terms, all outstanding invoices and/or debts become immediately due and payable and S1T has the right, without notice of default or judicial intervention, to suspend further deliveries and/or services or to regard the agreement as terminated without prejudice to its claim to compensation. For consumers, a prior notice of default will be sent for this purpose.
• Partial payments will first be used to cover costs, interest and damages and then deducted from the principal balances.

• In the event of a dispute, the Client must object to S1T's invoices by sending a registered letter justifying the dispute within 8 calendar days of receiving the disputed invoices, on penalty of forfeiture.

ARTICLE 6 - CANCELLATION

• Any cancellation of an order by the Client must be in writing. It is only valid subject to express acceptance by S1T. In the event of accepted cancellation, in addition to payment for services already delivered and goods and materials ordered and/or delivered, the Client owes fixed compensation of 10% of the total amount, unless S1T proves higher damages. If the agreement is cancelled by S1T, it will owe equivalent compensation to the Client.

• In the event of untimely cancellation or the impossibility to execute the order/assignment due to the Client's negligence or fault, the Client shall be obliged to pay for the services already rendered (excl. VAT).
• In all events, advances paid by the Client remain vested and will not be refunded.
• If, after signing the proposal and/or during the performance of the work, the Client no longer wishes to include certain items as provided for in the offer, the latter shall be liable to pay a 10% of the item included in the proposal.

ARTICLE 7 - DISSOLUTION

• Either party may terminate the agreement by giving reasoned notice of default by recorded delivery, if the other party fails to fulfil his/her obligations in accordance with this agreement and does not rectify his/her default within a period of 15 days after receipt of the registered notice of default. In this event, compensation is due in accordance with Article 6.1, without prejudicing the possibility of claiming higher compensation.

• Either party may terminate the agreement automatically and without prior notice of default if there are objective reasons showing that the solvency and/or the liquidity position of the other has been compromised (e.g. due to bankruptcy, judicial reorganisation, disputed bills of exchange, liquidation, manifest insolvency, overdue payments, etc.)

ARTICLE 8 - FORCE MAJEURE

• If S1T is unable to perform due to force majeure both domestically and abroad, S1T is entitled either to suspend its obligations for the duration of the force majeure or to terminate the agreement permanently, without any compensation to the Client.
• If S1T has already partially fulfilled its obligations when a situation of force majeure occurs, or can only partially fulfil its obligations, S1T is entitled to invoice the work already performed separately and the Client is obliged to pay this invoice as if it were a separate agreement.
• Should the force majeure situation continue for more than six (6) months and can thus no longer be considered timely, both parties shall be entitled to revise the agreement or to dissolve it without judicial intervention, subject to simple written notification and payment of the work already delivered and without any obligation to pay further compensation towards the other contracting party.

ARTICLE 9 - INTELLECTUAL PROPERTY

• The full ownership of intellectual rights to the concepts or designs provided by S1T is retained by S1T, unless expressly agreed otherwise in writing.
• For promotional purposes, S1T is entitled, at all times, to cite the services and/or products provided, stating the Client's identity details, as a reference on its website and social media, unless expressly agreed otherwise.

ARTICLE 10 - PRIVACY

• For the performance of the agreement, S1T requires the following Client data: name, address, telephone number, email address and billing details. S1T is responsible for processing this data. The processing of this data is necessary for the performance of this agreement and will not be used for other purposes.
• In certain circumstances, S1T is obliged to pass on the Client's personal data. This will occur if the law, regulations or legal proceedings require S1T to do so or if it is requested to do so by government agencies in the context of actions to enforce the law or if S1T believes it is necessary to transfer this personal data of the Client to prevent damage or financial losses in the course of an investigation into fraud or other illegal activities, as well as when it is necessary for the performance of the agreement as entered into with the Client.
• If S1T sells or transfers all or part of its business or assets, it reserves the right to also transfer all personal data of the Client. In this event, S1T will take the necessary measures to inform the Client and ensure that the person obtaining the personal data also uses it in accordance with this article.
• The Client has the right to access his/her data at any time and correct it if necessary.
• S1T shall ensure appropriate administrative, technical and physical security policies that protect the Client's personal data against accidental, unlawful or unauthorised destruction, loss, access, disclosure or use.

ARTICLE 11 - MISCELLANEOUS AND DISPUTE RESOLUTION

• These General Terms and Conditions of Sale are without prejudice to S1T exercising any other legal or contractual rights to which it is entitled.
• The Client is prohibited from transferring its rights and obligations under the agreement entered into with S1T without S1T's prior written consent. Any unauthorised transfer will automatically be considered null and void.
• Any failure by S1T to demand the implementation of the provisions of these General Terms and Conditions of Sale shall not imply any waiver or relinquishment of the application of these or any other provisions.
• The invalidity and/or nullity of one or more provisions of these General Terms and Conditions of Sale shall not affect the application of the other provisions.
• Unless otherwise agreed in writing between the parties, the provisions of these General Terms and Conditions always take precedence over those of the Client, which are thus excluded and this irrespective of the date on which the Client became aware of these General Terms and Conditions.
• Only Belgian law is applicable to the relationship between S1T and the Client. Any dispute shall be submitted by S1T to the district courts where S1T is located, without prejudice to S1T's right to take legal action in the courts of the Client's domicile.

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