Article 1. Definitions
The following definitions apply to these general terms and conditions:
“General Terms and Conditions”: These general terms and conditions (version of 17 December 2018), which apply to each offer of HIREM Group (hereinafter “Offer”), each acceptance by the Customer of an Offer and in general any agreement that is concluded between HIREM Group and the Customer (“Agreement”).
“HIREM Group”: the private limited liability company (“besloten vennootschap met beperkte aansprakelijkheid”, abbreviated into “BVBA”) HIREM Group, with registered office at Korte Gotevlietstraat 10/1.01, B-8000 Bruges (Belgium), with CBE number 0714.902.272.
“Services”: all services provided by HIREM Group are under an Agreement, including:
- All activities in de broadest sense of the word with regard to consultancy and management in general and in various sectors, particularly in the ICT and marketing sector, including but not limited to:
- Management activities in general, including the intervention in day-to-day managment and the represetnatino of companies by, among other things, the exercise of mandatary of director, manager or liquidator;
- Study-; organization and advisory bureau on financial, commercial, business or social matters, includingall actions relating to advice, documentation and publication on legal, social and economic financial problems;
- Consultancy firm in the field of management, including more but not excluding the provision of advice and practical assistance to various companies, providing advice and assistance to the business community and the government in aeas such as planning, organization, efficiency and supervision, providing information to the management, culculating the costs and benefits of the proposed measures in the areas of planning, organization and efficiency, providing advice in hte field of management in general;
- Guding companies in the fields of trade, industry and adminsitration, performing secretarial work, domicilating companies, providing offices, warehouses and manufacturing areas, conducting preparatory studies and advice in the field of management, business managament, economic legislatio, marketing, export and import, the printing and publishing of studies, reports and the provision of assistance to companies in the construction, operation and management of the companies can be useful.
- The processing of digital data, enrichment, selection and linking of digital data an data carriers;
- Other graphic activities;
- Reproduction of computer media, e-business development and solutions;
- E-Commerce development and solutions;
- Purchase and sale of computers, software and all other goods related to communication;
- Management of databases;
- Developing and selling software and network systems;
- The development, management and selling websites and web hosting;
- Internet security;
- Offering computer science advice in the broadest sense of the word;
- Web marketing and web marketing advice;
- Electronic directe mailings;
- Managing emailboxes;
- Designing publicity texts and slogans (copywriters);
- The permanent or permanent processing of data with the help of an own program;
- Entering data – complete processing of data;
- ICT Security Consultancy;
- Advising and guiding national and international companies in the implementation and development of their IT strategy;
- Various activities related to ICT;
- Retail and wholesale of computer science articles, electrical appliances, electrical equipment, etc;
- Publishing and trading of, among other things, self-written books and programs;
- Organizing courses;
- Places of temporary employment and outsourcing staff or third parties;
- Organizing various events, from promo / sport events to trade events / networking events and we will also have our own mobile bars / food trucks available for hire.
“Goods”: all goods provided by HIREM Group under an Agreement.
“Customer”: the (future) contracting party of HIREM Group to whom an offer is made and/or with whom an agreement is concluded.
Article 2. Conclusion of the Agreement
- Acceptance of these General Tersm and Conditions implies that the Customer fuly waives the application of its own general (purchase) terms and conditions.
- If an Agreement contains deviations from the General Terms and Conditions, the provisions of the Agreement prevail. However, all other provisions of the General Terms and Conditions remain valid. Moreover, deviating provisions in the Agreement apply only for the term of the Agreement in which the deviations are recorded and agreed.
- An Agreement can only by validly formed if the Agreement is signed by a person who is authorised by the HIREM Group aricles of association to validly bind HIREM Group or by a person who has received an explicit mandate for such by the competent body. In any case arrangements or agreements with employees, agents, representatives, intermediaries, etc. are never binding on HIREM Group unless they are confirmed by the persons in this Article.
- The signatory who accepts an Offer or signs Agreement on behalf of a Customer, or who makes apayment, wholly or in part, in execution of the Agreement, even on behalf of third parties, commits himself to these third parties and declares joint and several liability with them, pursuant to Artifcles 1120 ff. Belgian Civil Code and 1200 ff. Belgian Civil Code.
Article 3. Offer
- Each Offer is without obligation and does not bind HIREM Group as such, unleass clearly specified otherwise in the Offer. Orders from a Customer are also not binding on HIREM Group. An Agreement isformed between HIREM Group and the Customer only by signing of the order confirmation or any other written agreement by the persons mentioned in Article 2.3. If a signed order confirmation is sent, the order confirmation is deemed to represent the Agreement accurately and completely in the absence of objections by the Customer against the provisions of the order confirmation within 7 days after sending by HIREM Group.
- Each Offer, insofar as it is expressly stipulated that it is not a non-binding Offer, is binding only if signed by the persons referred to in Article 2.3, and remains valid for only 1 month after signing, unless stated otherwise in the Offer.
- If an Offer is made based on subsequent costing, the prices listed on the Offer are only indicative; the actual hours worked by HIREM Group and the costs actually incurred by HIREM Group will be charged.
- In the case of combined price quotes, there is no obligation to supply a part for a corresponding portion of the price given for the whole.
- All prices quoted by HIREM Group are excl. VAT, packaging, courier and shipping costs and/or other tgaxes, charges, duties and unforeseen external costs thereof for the delivery of the Goods and/or Services unless the Offer or Agreement explicitly states otherwise.
- The prices in the Offer apply only to the quantities indicated.
- If an Agreement is not concluded based on the Offer, HIREM Group reserves the right to charge for the design and calculation costs incurred, or a portion thereof, in the event of an in-depth study in the context of the project to which the Offer relates.
- The contents of the catalogues, brochures, printed matter, price lists, etc. are compiled with great care by HIREM Group but contain only general information that does not bind HIREM Group and that should not be accepted unconditionally.
- The right is expressly reserved to change quoted prices without prior notice, even after sending the order confirmation; thus HIREM Group is entitled to pass on to the Customer increases that have occured since concluding the Agreement, and before the entire delivery has taken place, in raw material prices, wages, employer social security contributions and/or other terms and conditions of employment, as well as increases in other rates, duties, charges, levies and taxes, as well as any changes in exchange rates, chich increase the costs for HIREM Group.
- Any installation activities are only included in the quoted prices if this was explicitly agreed in the Agreement.
- The models, images, drawings, presentations, etc. that were attached to an offer were shown or communicated prior to conclusion of the Agreement, give only a general idea of the Goods and/or Services. Changes that cause the actual implementation to differ slightly from the intended models, images, drawings, presentations, etc., but not representing a fundamental change in technical performance and aesthetics, do not oblige HIREM Group to pay any compensation and do not give the Customer the right to refuse receipt of or payment for the Goods and/or Services.
Article 4. Changes to Agreements
- Changes to an Agreement after conclusion must be notified to HIREM Group by the Customer in a timely manner and in writing, and constitute a part of the Agreement only if they are confirmed in writing by HIREM Group. Possible additional costs or additional work due to these changes can be charged by HIREM Group.
- In the case of total or partial cancellation of the Agreement, the Customer is required to pay HIREM Group 50% of all amounts owed by the Customer in execution of the Agreement (for the supply of Goods as well as for the provision of Services), without prejudice to the right to payment of outstanding invoices, and without prejudice to the right of HIREM Group to sue for higher compensation if the actual damage due to the cancellation exceeds the compensation stipulated in this Article. Cancellation of classes or training to be given the Customer by HIREM Group shall result in 100% of the agreed price being owed if the cancellation takes place within 2 weeks before the start.
- Goods wrongly returned to HIREM Group remain available to the Customer, and the risk of the Goods remains with the Customer, and any transport and/or storage costs shall be borne by the Customer.
Article 5. Delivery
- Delivery of Goods and/or Services in principel takes place at the registered office of HIREM Group, unless otherwise agreed in writing.
- If in execution of an Agreement HIREM Group mulst deliver Goods (or any data) to the Customer and the Customer was informed that these items were available to the Customer, the Customer is obliged to collect these items within 10 days after notification, failing which HIREM Group has the right to charge storage costs to the Customer and, if the Customer continues to refuse to take the delivery of the Goods within 7 days of a formal notice, the Agreement relating to the delivery of the Goods shall be deemed to be legally dissolved. In the event of late collection or refusal to colelct, the risk associated with the Goods shall immediately and legally pass to the Customer.
- Each partial delivery, including delivery of components of a composite Agreement, may be invoiced, in which case the partial delivery is regarded as an independent transaction.
- HIREM Group will make all reasonable efforts to provide the Services and/or Goods as soon as possible. However, the Customer acknowledges that delivery times or dates are indicative and do not bind HIREM Group unless specifically agreed otherwise in writing. A delay in delivery cannot be invoked by the Customer to claim termination of the Agreement or to claim damage compensation. In the case of an abnormal delay in delivery, however, the Customer is entitled to terminate the Agreement by registred mail, provided HIREM Group has still not delivered within a period of 1 month after HIREM Group was declared to be in default by the Customer by registered letter. The Customer explicitly waives any other possible means of redress, in particular the awarding of any form of damage compensation.
- Any agreed binding delivery deadlines or dates apply only if the data required for implementation of the Agreement was received by HIREM Group in a timely manner. If as a result of late delivery by the Customer the Agreemetn can only be executed by making us of additional manpower, overtime, express delivery, etc., HIREM Group is entitled to establish the date of execution of the Agreement unilaterally according to its own possiblities.
- In the case of delays or failures in delivery of the Goods and/or Services, the Customer may not obtain supplies elsewhere at the expense of HIREM Group. Articles 1143 and 1144 of the Belgian Civil Code shall not apply to the Agreement.
- HIREM Group undertakes to deliver the Goods to the Customer as they existed at the time the Agreement was concluded. Any benefits and enhancements that would arise between the time of sale and the time of delivery belong to HIREM Group.
- If HIREM Group is responsible for the transport of Goods, this transport takes place at the expense and risk of the Customer, unless otherwise agreed inwriting. Thus the risk associated with the Goods passes upon the start of transport of the Goods.
- The Customer is obliged to take delivery of the Goods at the agreed time, and to provide the necessary space so that the Goods can be delivered. If HIREM Group is responsible for the transport, HIREM Group shall deliver the Goods to the Customer’s building on the ground floor. At the moment of delivery, the Customer shall sign the delivery note in acknowledgement of receipt. Any apperent defects in the delivery must be listed on the delivery note or be reported withing three working days in writing to HIREM Group, with the Customer describing the defects in detail. The us of the Goods implies their irrevocable acceptance.
- The delivery of standard software only gives a right to non-exclusive use of the software in question for the agreed number of users at the agreed location. The provisions of the software license agreements of the producer and/or provider of the software apply to the delivery and the use of such software.
- HIREM Group is entitled to outsource the Agreement or parts thereof to third parties or to have them carried out by third parties.
Article 6. Term and termination
- Unless agreed otherwise in writing, Agreements entered into for a fixed period are automatically renewed for the same period in the absence of notice by registered letter by the Customer no later than 3 months before the expiration of the current agreement period.
- Unless otherwise agreed in writing, Agreements entered into for an indefinite period may only be terminated by the Customer by means of a notice by registered letter with a term of notice of 6 months.
- IN the event of termination of the Agreement by the Customer, HIREM Group is legally entitled, without notice of default, to payment of 50% of all amounts owed by the Customer in execution of the Agreement (for the supply of Goods as well as for the provision of Services) without prejudice to the right to payment of outstanding invoices, and without prejudice to the right of HIREM Group to sue for higher compensation of actual damage due to termination exceeds the compensation stipulated in this Article. The Customer acknowledges that the following circumstances shall automatically give rise to a termination of the Agreement within the meaning of this Article, unless HIREM Group waives this termination in writing and pursues implementation of the Agreement, to which HIREM Group is entitled:
- Non-payument of the amounts due by the Customer under the Agreement within 15 days after notice of default by HIREM Group;
- Bankruptcy or dissolution of the Customer;
- An infringement of Article 8 of these General Terms and Conditions;
- An infrigement of the provisions of these General Terms and Conditions for which the sanction of termination was explicitly provided;
- Refusal to accept Services and/or Goods.
Article 7. Payment
- The Customer is obliged to pay all amounts due under the Agremeent to the registered office of HIREM Group within 14 days after the invoice date, unless provided otherwise in the Agreement.
- In the event of late payment of any amount due under the Agreement or for any other reason, HIREM Group is de jure entitled to damage compensation of 10% of the amount owed as well as conventional interest on late payments at the interest rate determined in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions. If HIREM Group is required to make any payment in execution of the Agreement, the sanction in the event of late payment by HIREM Group is limited to the legal system contained in the Belgian Act of 2 August 2002 on combating late payment in commercial transacteions. In the event of a protest by HIREM Group of amounts payable, any sanction is also limited to the normal statuory interest rate of late payment.
- The Customer waives its right to suspend payment of amounts due in the event of a claim complaint on its part and thus waives the objection of unfullfilled contract.
- As a guarantee for payment of the claim of HIREM Group, the Customer gives in pledge all claims the Customer may have with respect to its customers. This pledge covers the outstanding balance of all amounts in execution of the AGreement, as well as all ancilaary and supplementary amounts taht the Customer owes or shall owe to HIREM Group for whatever reason with respect to the Agreement or the Services.
- With respect to security for payment of the claim of HIREM Group, HIREM Group also has a lien on any and all property of the Customer or third parties that was submitted to HIREM Group in preparation for an Agreement or pusuant to an Agreement (a lien that remains valid in the event of bankruptcy of the Customer).
- Ownership of the Goods shall only be transferred to the Customer after the full satisfaction by the Customer of all that is owed to HIREM Group as remuneration for the Goods delivered or to-be-delivered by HIREM Group, including payment of the agreed price, costs, interest and possible damage compensation. Nevertheless, the risks of loss or destructeion of the Goods are fully borne by the Customer from the moment the Goods were delivered to it within the meaning of Article 5.8 of the General Terms and Conditions.
- If an order for delivery or exeuction of work on behalf of two or more individuals or legal entities is given, each of these persons shall be jointly and severally liable for the complete fulfilment of the obligations under the Agreement.
Article 8. Liability
- HIREM Group undertakes to execute the Agreement to the best of its knowledge and ability; however, HIREM Group accepts no responsibility for the failure to achieve the purpose intended by the Customer.
- Without prejudice to the limitations of liability of HIREM Group as possibly set forth elsewhere in these General Terms and Conditions, the Customer acknowledges that HIREM Group is not liable for information, data, files or other items made available by the Customer. The Customer indemnifies HIREM Group for all possible claims that third parties might bring against HIREM Group with regard to this information, data, files or other items.
- Without prejudice to the other provisions of these General Terms and Conditions, the liability of HIREM Group in each case is limited to material, direct damage suffered by the Customer that is in causal connection with a serious error on the part of HIREM Group (excluding other indirect, commercial, moral or other damage) and moreover up to hte amount of the price agreed for the Agreement in question.
- Disruptions in the business due to force majeure (such as war, mobilisation, riots, floods, closed shipping lanes and other transport obstructions, stagnation, reduction or discontinuation of the supplies of public utilities or other energy or data communication companies, lack of fuel, fire, machinery breakdown and other accidents, strikes, lockouts, action by trade unions makeing production impossible, government measurs, non-delivery of necessary materials and semi-finished products to HIREM Group by third parties and other unforeseen circumstances, even in the country of origin of the materials and/or semi-finished products, which disturb the normal course of operations and delay the execution of an Agreement or make it reasonably impossible) release HIREM Group from the obligation to respect any agreed deadline or the obligation to deliver, without this giving the Customer any right to compensation of costs, damage compensation or interest. In the case of abnormal delay due to force majeure, the provisions of Article 5.5 of the General Terms and Conditions apply.
- HIREM Group accepts no responsibility for the presence of viruses in the delivered data carriers or data or software downloaded or delivered via the internet. The Customer itself must test the supplied data carriers, data or software for the presence of viruses.
- HIREM Group also accepts no responsibility for the loss or corruption of digital data carriers or data supplied by e-mail. The Customer or third parties engaged by it must always check this data for accuracy and completeness.
- No responsoiblity is accepted by HIREM Group for information, freeware and shareware made available by HIREM Group via its internet or extranet sites. HIREM Group accepts no responsibility for the accuracy of the available information or for the proper functioning of the existing software, nor for the consequences of this.
- HIREM Group undertakes to threat the data, documents, drawings, etc. made available by the Customer confidentially, and to maintain such with due care and diligence, but accepts no liability for loss due to fire, theft or breakage, etc. to the extent not covered by insurance.
Article 9. Complaints and warranty
- Complaints relating to the Services, hidden defects regarding the Goods and complaints regarding the execution of the Agreement must be reported to HIREM Group within 8 days of discovery by the Customer of the elements on which the complaint is based, by sending a registered letter to the registered office of HIREM Group. Defects that cannot reasonably be determinded within the aforementioned period must be reported to HIREM Group immediately after discovery.
- Defects in part of the delivery does not give the right to reject the entire delivered Services or Goods.
- The Customer shall grant all assistance required by HIREM Group for investigation of the complaint, including making it possible for HIREM Group to investigate or have investigated on site the quality and/or quantity of the Services and/or Goods to which the complaint relates.
- If HIREM Group considers a defect demonstrated, HIREM Group has the option to re-supply the inadequate Service or defective Good free of charge, or in consultation with the Customer, to grant a discount on the price (thus excluding the possibility of claiming termination of the AGreement). In the case of a new delivery, HIREM Group will take into account the use the Customer has already had of the Services or Goods supplied, and HIREM Group is entitled to charge a fee for this.
- A complaint in no way suspends the payment obligations of the Customer.
- For items delivered by third parties through the agency of HIREM Group, HIREM Group may never be obliged to provide a warranty in addition to hte warranty provided by the supplier of the items delivered.
- If in fulfilment of htis warranty obligation HIREM Group replaces parts of equipment or software, the replaced parts or the old version of the software become its property and must be returned to HIREM Group by the Customer.
- Any warranty becomes void if: a) the operating and maintenance instructions are not followed; b) the Customer has entrusted the maintenance or repair to third parties, unless these third parties were appointed by HIREM Group; c) damage to and/or defects in the construction of the equipment was caused by an intentional act or omission, wilful misconduct, carelessness and/or negligence on the part of the Customer and/or third parties; d) the Customer or third parties have made changes to the software without the knowledge and consent of HIREM Group; e) if software is used in combination with incorrect or faulty hardware, or if hardware i used in combination with inappropriate software.
- The presence of errors (bugs) in standard software that does not hinder the functionality of the software in no way gives the Customer the right to reject the software in question in hwole or in part. The liability of HIREM Group never goes beyond trying to make the producer of the software in question correct these errors.
Article 10. Intellectual Property
- The right of use of designs, documentation, drawings, software, data, etc. delivered by HIREM Group only starts – notwithstanding the actual delivery – if the Customer has fulfilled all obligations under the Agreement in execution of which the items were delivered, and in particular:
- payment of the fees and prices agreed for the delivery
- payment of any claims due to non-fulfilment of the Agreement by the Customer.
- HIREM Group remains the sole owner at all times of the copyrights and other intellectual property rights on the items delivered to the Customer in execution of the Agreement (design, documentation, drawings, software, data, etc.) and unless provided otherwise in the Agreement, the Customer will only have a non-exclusive right to use these items for the purposes provided for in hte Agreement. These items may be reproduced or printed by the Customer only for these purposes (and thus not made available to third parties without the prior written consent of HIREM Group), and any indications present of the intellectual property rights of the owner of these rights may not be removed. Software or other items that belong to third parties remain the exclusive property of these third parties, and the right to use these items is limited to the stipulations contained in possible license agreements concerning these items. If (an employee, agent, intermediary or other person) of the Customer would be considered in any way the author of some of the items that are delivered pursuant to the AGreement, the Customer commits itself to transfer the copyrights or other intellectual property rights on these items to HIREM Group, and to concluding agreements with the concerned persons to acquire the intellectual property rights.
- Customers that provide HIREM Group with information, files, data, texts etc. in connection with the provision of the Services, give HIREM Group a non-exclusive right to reproduce, print and communicate to the public these items, for all possible commercial and non-commercial purposes (among others to promote the activities of HIREM Group), without the Customer being entitled to any compensation for such.
Article 11. Privacy
Article 12. Confidentiality
All information, files and other items that are exchanged between HIREM Group and the Customer pursuant to an Agreement are confidential and may only be used by the two parties for the purpose of implementing the Agreement and providing the Services and/or Goods, unless otherwise foreseen in these General Terms and Conditions or in the Agreement.
Article 13. General
The Customer has no right to transfer any rights and obligations under an Agreement or to transfer the Agreement to third parties without the prior express consent of HIREM Group. These General Tersm and Conditions are subject to change at any time without prior notice. The invalidity of any provision of these terms and conditions will have no effect on the validity of the remaining provisions of these General Terms and Conditions, and will not lead to the nullity of htese provisions.
Belgian law is applicable to the Agreement and the courts of the judicial district of Bruges (Belgium) have exclusive jurisdiction, unless a statutory provision would exclude the jurisdiction of this court, in which case jurisdiction is determined on the basis of civil law.