Voorwaarden
General Terms and Conditions
1. Applicability
Unless otherwise agreed in writing, these terms and conditions shall apply to every agreement between FLU:ENT CONSULTING and the client. These general terms and conditions shall always take precedence over those of the client and exclude the client's terms and conditions. The services performed shall be subject to the specific conditions set forth in the agreement between the parties and the conditions set forth herein, which form an integral part of the agreement with the client.
2. Quotes and contract formation
The quotes from FLU:ENT CONSULTING are valid for 30 days unless otherwise stated in the quote. Upon confirmation by FLU:ENT CONSULTING of receipt of the client's written agreement to the quote, the agreement between the parties is established. The agreement supersedes any prior written or oral agreements. The parties may only deviate from the contents of the agreement with prior written consent.
3. Prices
The prices in the quotes or agreements are stated in euros, exclusive of 21% VAT, and subject to any typographical errors. If an incorrect price has been communicated by mistake, FLU:ENT CONSULTING will immediately correct it and inform the client.
For any additional services ordered that are not part of the closed agreement between the parties and accepted by FLU:ENT CONSULTING, FLU:ENT CONSULTING shall perform the additional services on a time and materials basis at the rates stated in the agreement, or if not specified, at the usual rates in the industry.
4. Execution
The client is solely responsible for providing all accurate information and cooperation necessary for the accurate drafting of the agreement and the execution of the ordered services in a timely manner.
Unless otherwise agreed in writing, FLU:ENT CONSULTING's obligations are best-efforts obligations, and no specific result is guaranteed. Unless otherwise agreed in writing, any execution deadline is purely indicative.
5. Payment terms and protest
Unless otherwise stated in the agreement between the parties, FLU:ENT CONSULTING reserves the right to charge an advance payment of up to 30% of the price and to invoice the ordered services as they are performed. FLU:ENT CONSULTING reserves the right to suspend the commencement of the ordered services until payment of the advance. Unless otherwise stated, FLU:ENT CONSULTING's invoices are payable within 30 days of the invoice date at FLU:ENT CONSULTING's registered office.
Any protest must be made, on penalty of forfeiture, within 14 days of the invoice date by registered letter with a clear statement of all reasons for the protest to FLU:ENT CONSULTING.
6. Late payment
In the event of late payment of the invoice, the client shall, by operation of law and without any prior notice of default, owe interest on the invoice amount at the interest rate as determined in the Act of 2 August 2002 on combating payment arrears in commercial transactions. In addition, the client shall also owe a lump-sum compensation of 10% of the invoice amount, with a minimum of 100.00 EUR.
7. Suspension, cancellation, and termination
In the event of late payment, uncovered checks, bankruptcy, judicial reorganization, or any event that puts FLU:ENT CONSULTING's claim at risk, FLU:ENT CONSULTING reserves the right to (i) suspend all ongoing services and invoice the services performed, (ii) unilaterally terminate the agreement, and (iii) claim the outstanding invoices (even if not yet due) in their entirety by ordinary letter, without the client being entitled to any compensation.
In the event the client cancels the ordered services, the client shall owe FLU:ENT CONSULTING a lump-sum compensation of 30% of the price of the ordered services, without prejudice to FLU:ENT CONSULTING's right to claim higher compensation if it can prove greater damage. In the event of termination, the client remains liable for all services performed up to the date of termination.
8. Confidentiality
FLU:ENT CONSULTING shall treat all client information as confidential and shall not disclose such information to third parties without the client's prior written consent, except as required by law or if necessary to perform the services. This obligation of confidentiality shall survive the termination of the agreement between the parties.
9. Intellectual property
FLU:ENT CONSULTING retains all intellectual property rights to any documents, reports, analyses, models, templates, methodologies, and other materials provided to the client as part of the ordered services. The client is granted a non-exclusive, non-transferable license to use such materials solely for the purpose of the services provided. The client shall not reproduce, distribute, or disclose such materials to third parties without FLU:ENT CONSULTING's prior written consent.
10. Liability
FLU:ENT CONSULTING's liability for any claim arising out of or in connection with the ordered services shall be limited to the amount paid by the client for the services from which the claim arises. FLU:ENT CONSULTING shall not be liable for any indirect or consequential damages, loss of profits, or loss of data.
11. Force majeure
FLU:ENT CONSULTING shall not be liable for any failure or delay in performing its obligations under the agreement due to circumstances beyond its reasonable control, such as but not limited to acts of God, war, terrorism, strikes, lockouts, riots, civil unrest, fire, explosion, flood, or any other event of force majeure.
12. Severability
If any provision of these general terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
13. Governing law and jurisdiction
These general terms and conditions and any agreement between the parties shall be governed by and construed in accordance with Belgian law. Any disputes arising out of or in connection with these general terms and conditions or any agreement between the parties shall be submitted to the exclusive jurisdiction of the courts of the judicial district where FLU:ENT CONSULTING has its registered office.
14. Amendments
FLU:ENT CONSULTING reserves the right to amend these general terms and conditions at any time. Any such amendments shall be binding on the client upon notification in writing or electronically.
15. No waiver
No failure or delay by FLU:ENT CONSULTING in exercising any right, power, or remedy provided by law or under these general terms and conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
16. Notices
Any notice or other communication required or permitted to be given by either party to the other under these general terms and conditions shall be in writing and may be delivered personally or sent by email, fax, or registered mail to the address or email address specified in the agreement or to such other address as the parties may designate in writing. Notices shall be deemed received when delivered personally, when sent by email or fax, or three days after mailing by registered mail.