Terms and conditions

1. General — Binding force

Save for a written agreement expressly derogating from these general terms and conditions, all assignments accepted and carried out by Syntegro NV, with registered office at Herkenrodesingel 16, 3500 Hasselt, company number 0890.756.641 (hereinafter "Syntegro NV"), for a client (hereinafter the "Client") (Syntegro and Client together hereinafter the "Parties") are governed exclusively by the following terms of sale. These terms are deemed known and accepted by the Client under irrevocable waiver of its own general terms and conditions, and are deemed to govern the entire business relationship between the Parties — not only the assignment on the occasion of which the general terms are communicated, but also all subsequent offers, assignments and agreements. If the Parties expressly derogate in writing from these terms or any part thereof for one or more specific assignments, the terms remain applicable between the Parties for the other or subsequent offers, assignments and agreements.

2. Quotation

All offers and/or quotations are non-binding and have a validity of 30 days from the date of the offer or quotation, unless expressly stated otherwise.

3. Delivery — Retention of title

The Client must, solely at its own cost and in a timely manner, provide the necessary infrastructure, failing which Syntegro NV is entitled to postpone the execution of the works and to recover from the Client all demonstrable costs arising directly from such default(s). The hardware and software delivered remain the property of Syntegro NV until full payment of the corresponding invoice. The Client nevertheless bears the risk from the moment of delivery.

4. Prices — Payment terms

Prices are quoted in Euros and are always exclusive of VAT. Any increase in the VAT rate or any other tax of any nature whatsoever occurring between order and execution will be borne by the Client. All invoices issued by Syntegro NV are payable no later than the 30th calendar day after the invoice date. In the absence of a reasoned protest by registered letter within eight (8) calendar days of receipt of the invoice, the invoice is deemed definitively accepted by the Client. In the event of late payment, late-payment interest is due by operation of law and without prior notice of default from the 31st calendar day after the invoice date, equal to the statutory interest rate increased by 1%. A lump-sum indemnity is likewise due by operation of law and without prior notice of default, amounting to 10% of the invoice value, with a minimum of €75.00 as damages. In the event of any late payment, as well as any failure to comply with a (specific) obligation on the Client's part, Syntegro NV shall further be entitled, without notice and by operation of law, to suspend the execution of any service and to resume it only after payment or compliance, as the case may be, with all obligations.

5. Cancellation

If the Client cancels the order, it is required to pay Syntegro NV for the work already performed at that time and for all goods ordered, together with a minimum of 25% of the agreed price by way of lump-sum compensation, without prejudice to Syntegro NV's right to demand full performance of the agreement and/or termination of the agreement.

6. Warranty

Syntegro NV provides a "proper functioning" warranty on the goods and services it delivers for a period of 12 months from the date of installation. This warranty will, however, never last more than 15 months after the date of delivery by Syntegro NV. The warranty cannot be invoked in the event of improper use, negligence, damage caused by an external cause, or wear and tear.

7. Liability

Any delay in the performance of Syntegro NV's assignments cannot give rise to the payment of any compensation. Syntegro NV cannot in any event be held liable for the total or partial non-performance of its assignment as a result of limitations inherent in the subject matter of the assignment and/or limitations imposed by an authority that may reasonably be presumed to be competent. All assignments performed by Syntegro NV constitute an obligation of means and in no way an obligation of result. This means that Syntegro NV will at all times endeavour to perform the assignment to the best of its ability and in accordance with the rules of the art in IT practice. The liability of Syntegro NV, its bodies, subordinates, representatives and subcontractors with respect to the services and goods delivered is excluded for any loss or damage caused by or arising from either incorrect or negligent performance, or total or partial non-performance, unless the Client proves that this is due to intent or gross fault. Syntegro NV can never be held liable for consequential damages, including but not limited to loss of profit, loss or disruption, claims from customers, unemployment of the Client's staff, reputational harm, fines or penalties imposed on the Client, or any other indirect or consequential damage arising from any cause or reason whatsoever. In any event, liability per assignment is limited to an amount of €12,500.00. The word "assignment" always includes all minor sub-tasks related to an assignment. The scope of the specific assignment shall be apparent from its description in a quotation or from an agreement between the Client and Syntegro NV regarding a particular service or delivery.

8. Forfeiture of rights

Any complaint or claim against Syntegro NV must be submitted within 3 months following technical completion of the assignment — that is, before its administrative processing — failing which forfeiture occurs by operation of law.

9. Confidentiality

The Client and Syntegro NV shall treat any confidential data obtained in connection with the performance of the assignment as strictly confidential and shall do everything necessary to maintain this confidential nature, also after termination of the assignment.

10. Solicitation / hiring of staff by the Client

The Client is prohibited from directly or indirectly soliciting or hiring (whether as an employee or as a freelance contributor) employees of Syntegro NV (both salaried employees and freelance contributors), or otherwise making use of their services, for a period of up to 1 year after the end of the assignment, save with the prior written consent of Syntegro NV. Any breach of this article shall give rise by operation of law to the payment to Syntegro NV of a lump-sum indemnity equal to €50,000 per breach. The Client agrees that the commitments described in this article are reasonable and necessary to protect Syntegro NV's legitimate interests. If the above restriction or indemnity were nevertheless declared invalid or unenforceable by a competent court or other authority, but would be valid if part of the text were deleted and/or the period reduced and/or the lump-sum indemnity reduced, then this restriction / indemnity shall apply subject to the modifications necessary to render it valid and enforceable.

11. Force majeure

If Syntegro NV cannot perform the order or assignment due to circumstances beyond its control, such as but not limited to issues at its supplier/subcontractor, labour disputes, fire, mobilisation, seizure, pandemic, natural and/or other disasters, transport obstructions or customs issues, serious accidents, shortage or unavailability of materials, internet, electricity, or other elements necessary for the performance of the agreement, it is released from liability. In such case, even where this force majeure does not result in lasting and/or absolute impossibility of performance, Syntegro NV is entitled by operation of law to suspend or unilaterally terminate its commitments after notifying the Client. This cannot give rise to any compensation being due to the Client.

12. Dissolution

In addition to the case of non-payment, Syntegro NV is entitled to dissolve the agreement, by operation of law, without notice of default or judicial intervention and with immediate effect, in whole or in part, by the mere sending of a registered letter, without prejudice to its right to compensation (which shall at minimum include: payment to Syntegro NV of the work already performed at that time and of all goods ordered, together with a minimum of 25% of the agreed price by way of lump-sum compensation), if / in the event that:

  1. the Client ceases its business activities;
  2. a bankruptcy petition has been filed by or against the Client, or the Client has been declared bankrupt;
  3. a seizure has been levied on all or part of the Client's assets or goods;
  4. the Client requests deferral of payment from one or more of its creditors.

13. Applicable law — Jurisdiction

These Terms and Conditions are governed exclusively by Belgian law, to the exclusion of its principles of private international law. The application of the Vienna Sales Convention is expressly excluded. All disputes arising from agreements concluded between the Parties fall under the exclusive jurisdiction of the Courts of Limburg, without prejudice to Syntegro NV's right to summon the Client before the courts of its domicile and/or registered office.