General Terms & Conditions

1.1. The following general terms and conditions (hereinafter the “Terms and Conditions”) apply to:
(a) information technology services and solutions, including Software as a Service (SaaS) solutions (e.g. Qomply®, Viictor®, eOUi®) and related services (collectively, the “Services”); and
(b) commercial off-the-shelf software products, including lxr.CCN® (collectively, the “Products”)
provided by Vivansa srl, with registered office at avenue Pasteur 6, 1300 Wavre, Belgium (VAT BE 0475.477.964) (hereinafter, the “Supplier”), to its customers (hereinafter, the “Customer”). These Terms and Conditions govern the relationship between the Supplier and the Customer.

1.2. These Terms and Conditions always prevail over any of the Customer’s terms and conditions, regardless of any conflicting provisions, unless the Supplier expressly accepts the Customer’s conditions in writing.

2.1. A contract is formed when the Customer unconditionally accepts the Supplier’s offer within the offer’s validity period, or when the Supplier sends a written Confirmation of the Customer’s order. The Customer has 5 business days from receipt of the Confirmation to object to its terms in writing, otherwise the Confirmation terms apply.

2.2. The contract between the Customer and the Supplier (hereinafter the “Contract”) consists of, in descending order of priority: (i) the Confirmation, (ii) these Terms and Conditions, (iii) the Supplier’s offer and the Customer’s order (excluding conflicting terms), and (iv) any other documents referenced in the Contract.

3.1. The Customer shall pay the Supplier:
(a) the price detailed in the Confirmation for Services; and/or
(b) the license fees and annual maintenance fees specified in the Confirmation for Products
(collectively, the “Fees”). Unless otherwise stated, the Fees exclude VAT and other taxes, which shall be borne by the Customer.

3.2. Unless otherwise agreed in writing between the Parties, the Supplier may adjust the Fees annually based on:
(a) changes in the Belgian harmonized consumer price index (IPCH) published by Statbel (https://statbel.fgov.be); and/or
(b) changes in Supplier’s cost structure, including but not limited to increases in labor costs, technology infrastructure costs, or operational expenses.

3.3. For adjustments under 3.2(b), the Supplier shall provide written notice of the adjustment to the Customer at least 60 days before the adjustment takes effect.

3.4. The Customer’s continued use of the Services or Products after any price adjustment constitutes acceptance of the new Fees.

4.1. Where agreed, the Supplier may require the Customer to make an advance payment of up to 40% of the total price and/or provide security to guarantee payment. Failure to provide the advance or security on time entitles the Supplier to suspend performance.

5.1. Despite any protest made in accordance with these Terms and Conditions, all invoices must be paid within thirty (30) calendar days after they have been received. An invoice is considered received three (3) business days after its sending date.

5.2. Late payment incurs interest of one percent (1%) per month from the due date until payment, plus a EUR 250 collection fee, without prejudice to the Supplier’s right to claim damages for collection costs.

5.3. Invoice objections must be raised in writing within seven (7) business days from the invoice’s sending date, otherwise the invoice is deemed accepted.

6.1. If the Supplier undertakes to fulfil its obligations by a particular date or within a particular period of time (hereinafter the “Deadline”), the Supplier shall make every effort that can be reasonably expected of it to meet the Deadline or to minimise any delays. Deadlines are only binding if the Contract expressly stipulates that they are binding or are essential prerequisites of the Contract.

6.2. The Supplier may extend Deadlines by a reasonable period if prevented from performing due to circumstances beyond its reasonable control, such as natural disasters, war, civil unrest, cyber attacks, pandemics, strikes, failure of suppliers or subcontractors, or government acts.

7.1. For the purpose of these Terms and Conditions, the term “Intellectual Property Rights” means all intellectual property rights, including without limitation patent rights, utility models, trade and service marks, trade names, domain names, registered designs, applications and rights to apply for any of the foregoing, copyright, moral rights, semi-conductor topography rights, rights in invention, discoveries and improvements, rights in trade secrets and confidential information and processes and know-how, in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world for the full term thereof and including all available renewals and extensions.

7.2. “Materials” means collectively, literary works, other works of authorship, documented specifications, designs, analyses, processes, methodologies, concepts, inventions, know-how, programs, documentation, reports, drawings, databases, spreadsheets, software, machine-readable text and files, financial models and work product whether tangible or intangible.

7.3. “Developed Materials” means any Material, or any modifications, enhancements or derivative works thereof, developed by or on behalf of the Supplier for the Customer in connection with or as part of the Services.

7.4. All Intellectual Property Rights in the Developed Materials shall remain entirely and exclusively the property of the Supplier. The Supplier hereby grants to the Customer with full title guarantee, a non-exclusive, non-transferable license to access, use, integrate, and execute Developed Materials for any purpose related to the Services.

7.5. The Supplier shall, if so requested, at any time, execute such documents and perform such actions as may be required fully and effectively to provide to the Customer the right referred to in article 7.4 and the cost of such shall be borne by the Supplier.

8.1. Ownership of Products

8.2. License Grant

8.3. Maintenance

8.4. License Restrictions

8.5. Third Party Components

8.6. Reservation of Rights

9.1. The Customer shall provide the Supplier with all necessary cooperation, information, and access to perform the Services and/or implement the Products. The Customer is responsible for the accuracy, completeness, and legality of any materials and data it provides to the Supplier.

9.2. The Supplier shall:
(a) perform the Services professionally, with reasonable skill and care, and in accordance with good industry practice and applicable law; and
(b) ensure the Products substantially conform to their published specifications.
The Supplier is not under any duty to advise.

9.3. The Customer shall:
(a) use the Services in accordance with applicable law and the Contract terms; and
(b) use the Products in accordance with applicable law, the Contract terms, and any documentation provided by the Supplier.
The Customer must not misuse the Services or Products or infringe any third-party rights in its use of the Services or Products.

10.1. Each party shall comply with all applicable health, safety, and environmental regulations in relation to the Services.

10.2. The Customer is solely liable for any damage caused to the Supplier’s personnel or materials while on the Customer’s premises, to the extent caused by the Customer’s failure to maintain a safe working environment. The Customer shall indemnify the Supplier against any claims arising from such damage.

11.1. The Services and Products are deemed accepted if the Customer does not notify the Supplier in writing of any material defects within:
(a) seven (7) calendar days after delivery of the relevant Services; or
(b) thirty (30) calendar days after delivery of the Products.

11.2. If the Customer raises a valid material defect, the Supplier shall correct the defect within thirty (30) days free of charge. The Services are deemed accepted if the Customer uses them for business purposes before acceptance.

12.1. The Supplier warrants that:
(a) the Services will materially conform to the specifications in the Contract for a period of ninety (90) days from acceptance; and
(b) the Products will perform substantially in accordance with their documentation for a period of twelve (12) months from acceptance (“Product Warranty Period”).

12.2. The Customer must notify the Supplier of any hidden defects in writing within seven (7) calendar days of discovery. The Supplier shall:
(a) correct any hidden defects in Services notified within the warranty period by repairing or re-performing the affected Services free of charge; and
(b) during the Product Warranty Period, correct any substantial failure of the Products to perform in accordance with their documentation by providing fixes or workarounds.

12.3. The Supplier is not liable for defects caused by the Customer’s:
(a) misuse;
(b) unauthorized modifications;
(c) failure to follow instructions; or
(d) use with incompatible systems
of either Services or Products.

13.1. The Supplier’s liability for breach of contract is limited to the price paid for the Services in the twelve (12) months before the breach.

13.2. Neither party is liable for any indirect or consequential damages, such as loss of profit or business interruption, even if foreseeable.

13.3. Nothing in the Contract limits either party’s liability for: (i) death or personal injury caused by negligence, (ii) fraud, (iii) willful misconduct, (iv) IPR infringement, or (v) any other liability which cannot be limited by law.

14.1. Each party shall protect the confidentiality of any non-public information received from the other party in relation to the Services and Products (“Confidential Information”). The receiving party shall only use Confidential Information to exercise its rights and perform its obligations under the Contract.

14.2. The Supplier shall:
(a) implement appropriate security measures to protect Customer data processed in providing the Services; and
(b) implement industry standard security measures to protect Customer data processed by the Products.
The Supplier shall notify the Customer without undue delay of any data breach involving Customer data.

14.3. The confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party, (ii) was already known to the receiving party before disclosure, (iii) is independently developed by the receiving party without use of the Confidential Information, or (iv) is required to be disclosed by law or court order.

15.1. The Contract starts on the date specified in the Confirmation and continues until the Services are completed, unless terminated earlier in accordance with these Terms and Conditions.

15.2. Either party may terminate the Contract immediately by written notice if the other party: (i) commits a material breach which is irremediable or is not remedied within thirty (30) days of receiving notice of the breach, or (ii) becomes insolvent or unable to pay its debts.

15.3. On termination, the Customer shall pay for Services provided before termination. Any advance payments are non-refundable unless the Supplier terminates for convenience.

16.1. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the rest of the Terms and Conditions remain in effect. The parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the same commercial effect.

17.1. This Contract is governed by the laws of Belgium. Any disputes are to be submitted to the exclusive jurisdiction of the court of Brussels, Belgium, unless otherwise agreed in writing by the Parties.

18.1. No delay or failure by either party to exercise a right under the Contract operates as a waiver of that right.

19.1. Neither party may assign or transfer the Contract without the other party’s prior written consent, not to be unreasonably withheld.

20.1. The Contract constitutes the entire agreement between the parties regarding the Services and supersedes any prior agreements, representations or understandings.

20.2. The Supplier reserves the right to modify these Terms and Conditions at any time. Any such modifications will be effective immediately upon posting of the modified terms on Supplier’s website.

20.3. The Customer’s continued use of the Services or Products after such modifications constitutes acceptance of the modified terms.

20.4. It is the Customer’s responsibility to regularly review these Terms and Conditions. The Supplier will maintain a record of changes and the effective date of any modifications.