For these terms, the company xFIVE SCRL is hereinafter referred to as "xFIVE" and the other party "CLIENT".
Article 1 - Service Offering
1.1. Unless otherwise stipulated in the agreement signed between the parties, the period of validity of the offer which is formulated by xFIVE is 15 days.
1.2. Any order, which has not been preceded by a written offer from xFIVE, shall only bind xFIVE that if xFIVE has accepted the proposal by written agreement.
1.3. xFIVE will implement the missions described in the service offering including projects, budgets, schedules and various conditions. These conditions shall remain applicable for any assignments subsequently entrusted to xFIVE by the CLIENT.
Article 2 - Duration of Contract
This contract shall take effect as soon as the CLIENT agrees on the offer of services. The contract will be notified in writing (letter, fax, e-mail ...) and will end at the end of the last stage of the accepted service offering.
2.1. This contract may be terminated in writing by one of the parties, subject to a notice of 10 working days before the start of the assignment (according to the schedule of the service offering).
2.2. If a cancellation by the CLIENT occurs less than 10 working days before the start of the assignment to xFIVE (according to the schedule of the service offering), 10% of the fees and all expenses incurred will be invoiced. If a cancellation occurs during the assignment, the client will bear all the expenses and fees already incurred + 10% of the fees as compensation.
Article 3 - Price
3.1. Prices for services are in euros, excluding VAT. Any increase of the VAT or any new tax that would be imposed between the time of the order and that of the delivery will be at the expense of the CLIENT.
3.2. The price fixed by xFIVE in the agreement, and accepted by the CLIENT, covers only the fees that are referred to in the said agreement. Any extension, modification or adaptation of the nature or extent of the mission entrusted to xFIVE involve an adaptation of the original price and will be subject to a written agreement.
Article 4 - Payment
4.1. Unless otherwise agreed in writing, all amounts due to xFIVE will be payable without discount and within 30 calendar days. The fact that xFIVE grants certain payment facilities to the CLIENT does not in any way constitute an acquired right for the benefit of the CLIENT or a renunciation on the part of xFIVE to claim payment of the invoice when it expires.
4.2. In the event of non-payment or in the case of partial payment, the amount of the invoice will be without prior notice automatically productive of a legal interest and a conventional interest calculated at the rate to 12% per year, and will also be increased by a sum fixed at a flat rate of 15% amount (of) invoice (s) expired (s), with a minimum of € 150, without prejudice to the right of the xFIVE to get reimbursement of the additional costs which would occur to recover its debt.
4.3. The receipt of the invoice without motivated objection addressed by registered letter within 10 days of the receipt of the invoice entails full acceptance and full approval of the services which were delivered by xFIVE. No more protest regarding either the fees or services delivered, or to (the) invoice (s) will be accepted after 10 days as indicated above.
Article 5 – Planning & Timelines Delivery
5.1. Except if it is expressly provided in the agreement concluded between the parties, the deadlines which are set for the performance of the services or the entrusted assignment are not strict deadlines.
5.2. xFIVE is being bound by an obligation of means, xFIVE cannot be held liable of the delay in the execution. The termination of the contract can only be requested if the delay in the execution of the assignment is clearly attributable to the serious fault of xFIVE.
5.3. In any case, xFIVE will not be held liable for the delay in the execution of its mission if it is due to the behavior of the CLIENT, its personnel, subcontractors or if the CLIENT modifies, during the execution of contract, the nature of the assignment entrusted to xFIVE or its extent. In such a case, xFIVE will report the fact in writing and propose changes both on the purpose and on the schedule.
Article 6 - Guarantees
xFIVE undertakes to provide the CLIENT with sufficient resources and human resources for the proper performance of the services which were agreed on, and to maintain the appropriate profiles & expertise for each of the tasks described in the agreement between the parties. xFIVE will replace any resource with an equivalent profile or at least corresponding to the tasks concerned.
Article 7 - Amendments
Any change to the signed agreement which are likely to extend the completion dates or modify the nature of the budget must be a written agreement.
Article 8 - Termination of contract
8.1. xFIVE is entitled to terminate the contract, by right, by notifying the CLIENT of its will by registered letter, in case of serious breach by the CLIENT of one of its contractual obligations, for example if the CLIENT has not paid an invoice for more than 30 calendar days, or if the CLIENT will not perform or is in serious danger of failing to perform one of its principal obligations, even before this obligation is due.
8.2. In the event of termination in the case described in the above paragraph, the CLIENT shall be liable to xFIVE for damages fixed at a flat rate of 10% of the price determined in the agreement concluded between the parties
Article 9 - Confidentiality
xFIVE undertakes not to publish or disclose to third parties’ information and data transmitted in writing and / or verbally of various kinds that are of a confidential nature and whose disclosure is likely to harm the interests of the CLIENT. However, xFIVE may report collaboration for commercial purposes.
Article 10 - Property and Intellectual Rights of the Parties
At the latest at the end of the contract, or at the request of the CLIENT, xFIVE will return to him all of what has been entrusted to him (information, data, samples…), unless xFIVE has received written authorization to keep it and / or exploit it. The work resulting from collaboration under this contract will remain ownership of the CLIENT who has the right to use, market it, give it away, to publish, to dispose or transfer the rights as he wants, unless if there is an agreement with xFIVE on sharing intellectual property rights.
Regarding intellectual property rights concerning ideas, processes, models, prototypes and methods disclosed, used and created by xFIVE under the contract with the CLIENT:
10.1. xFIVE certifies that it has the right to make such use without being liable to third parties.
10.2. xFIVE agrees to release the Customer from any and all liability for the use of a right that xFIVE knows as being subject to third party rights.
Article 11 - Subcontracting or Co-Contracting
xFIVE will not grant any right or delegate any responsibility for this contract without the prior written authorization of the CLIENT. If necessary, xFIVE can offer the services of a subcontractor selected from a network based on a highly qualitative selection. The commission taken by xFIVE on this occasion amounts to a percentage of the purchase price proposed by the subcontractor, starting from 15%. This commission includes the guarantee of the quality of the subcontracted service until it is delivered. If the CLIENT wishes to use its own subcontractor, xFIVE can under no circumstances be held responsible for errors or inaccuracies of the work of this subcontractor.
Article 12 - Commitment of costs
xFIVE will not incur any costs on behalf of the CLIENT without the prior agreement of the person in charge designated by the CLIENT as responsible for the agreed contract.
Article 13 - Electronic Communication & Tools
The CLIENT declares protect its IT tools properly against damage due to virus or a logic bomb and disclaims xFIVE of any responsibility in this regard.
Article 14 – HR Agreement - Exclusivity
The CLIENT agrees not to take over, directly or indirectly, any employee of xFIVE, which would have been charged with any assignment for this CLIENT, for less than three (3) years unless prior express agreement of xFIVE.
Article 15 - Jurisdiction
15.1. Any dispute related to the existence, execution or interpretation of the contract or these general conditions between xFIVE and the CLIENT will be the exclusive competence of the Courts and Tribunals of Tournai (Belgium).
15.2. xFIVE reserves the right, however, to waive the clause granting jurisdiction and to assign the CLIENT to the jurisdiction of his domicile or residence.
15.3. The contractual relations between xFIVE and the CLIENT are governed by the Belgian laws, decrees and regulations in force.