General conditions

PART 1 - GENERAL PROVISIONS

1. DEFINITIONS
2. STRUCTURE OF THE AGREEMENT
3. OWED AMOUNTS AND PAYMENT CONDITIONS
4. MODIFICATION OF THE AGREEMENT
5. OBLIGATIONS OF THE PARTIES
6. OTHER OBLIGATIONS OF THE CUSTOMER
7. CONTRACTUAL LIABILITY OF INNO.COM
8. CONTRACT TRANSFER 
9. CANCELLATION
10. AREA OF APPLICATION
11. LEGISLATION AND COMPETENT COURTS

PART 2 – GUARANTEES

PART 3 – SERVICES

1. INNO.COM SERVICES
2. PERSONNEL
3. OWNERSHIP AND COPYRIGHTS - ON MATERIALS DELIVERED BY INNO.COM  
4. MODIFICATIONS OF THE SERVICE IMPLEMENTATION CONDITIONS
5. RENEWAL
6. CANCELLATION AND ANNULMENT

 
 
PART 1 - GENERAL PROVISIONS

1. DEFINITIONS

Service means the performance of a task, consulting, assistance, or the use of resources (such as access to a database), which Inno.com makes available to the customer.
Materials means literary works or other protected works (such as programs, program lists, programming tools, documentation, reports, drawings and similar works) which Inno.com provides as part of a service to the customer.
Enterprise means any legal entity (such as a company) as well as all the enterprises of which it holds more than 50% of the capital.

2. STRUCTURE OF THE AGREEMENT

Annexes or Appendices
Along with the provisions outlined in the present contract bundle, additional provisions apply for specific services. These are included in “annexes” or “appendices” and form an integral part of each contract that refers to the present contract bundle. The annexes or appendices are signed by both parties if one of the two so requests.
Conflicting provisions
In the event of a conflict between the provisions of the various documents, those of the annex or the appendix shall take priority over those of the contract bundle.
Acceptance of supplementary provisions by the customer
The customer accepts the supplementary provisions which are outlined in the annex or the appendix if he:

  • signs the annex or the appendix; or
  • makes use of the product or the service, or authorizes others to do so; 
  • pays for the service.

3. OWED AMOUNTS AND PAYMENT CONDITIONS

The amounts which are owed for service are determined according to one or more of the following methods:

  • periodic amount (for example, maintenance services);
  • price on a cost-plus basis (for example, the hourly rates for the services);
  • for a fixed price (for example, a specific amount agreed between the parties for a personalized service).

Additional costs can be charged as a function of a specific service or special circumstances (for example, costs for special treatment or for travel).

In this case, Inno.com will inform the customer about them in advance. Periodic amounts for services are invoiced according to the instructions of Inno.com, either in advance, or periodically during the course of the performance of the service or after cancellation of the service.

The amounts are owed upon receipt of the invoice and immediately payable unless otherwise stated in a possible annex or appendix to the contract, or if otherwise stated on the Inno.com invoice. The customer agrees to pay in accordance with these provisions, including possible late-payment interest.

The late-payment interest is calculated at the rate of 1% for each period of 30 days of delay, on the unpaid balance of the invoice, VAT included, and is charged at the end of each period of 30 days. The invoicing of this interest might be postponed, inter alia, when a minimum value is not attained; however, such postponement cannot be regarded as a waiver of redress by Inno.com. 

The customer agrees to pay all taxes, contributions, or fees which Inno.com should be obliged by statute or regulation to include in its invoices, and which relate to all transactions based on the present contract bundle, except taxes calculated on the net profit of Inno.com. The customer will pay the amount stated on the invoice or furnish the exemption document to Inno.com.

Unless indicated to the contrary by Inno.com, absolutely no credit entry and no reimbursement will be granted on the already exigible or paid amounts. If Inno.com changes the calculation criteria, the provisions concerning the change of the amounts apply. Inno.com can increase the periodic amounts for services, as well as the hourly rates and minimums for services furnished based on this agreement, subject to advance written notice of three (3) months. The increase applies on the first day of the first invoice or the invoicing period following the date of entry into force mentioned in the notice.

The customer who does not accept the increase can cancel the contract using a written notice to Inno.com within fourteen (14) days following notification of the increase.

Prepaid services must be used during the provided contractual period.

Unless indicated to the contrary by Inno.com, absolutely no credit entry or reimbursement will be made for prepaid but unused services. 
Index: the man-day rate that has been confirmed in the signed contract will be indexed yearly on January 1st basis upon the following formula:

P = Po * (0,80 * S / So + 0,20)

Where:
P =     the new index of the man-day rate
Po =     the initial concluded man-day rate in the 
    contract
S =     the salary index of December of each year 
        published by Agoria 
So =     the salary index of the month of signature of
the initial contract published by Agoria
Agoria : www.agoria.be 

4. MODIFICATION OF THE AGREEMENT

To maintain the flexibility of its business relations, Inno.com can modify the agreement's provisions, subject to advance written notice of three (3) months. Such changes are not retroactive. They apply to new orders as of the commencement date stated in the notification. 

The customer who does not accept the change can cancel the contract related to the present contract bundle, using a written notice to Inno.com within fourteen (14) days following notification of the change. In all other cases, a modification is only valid after signing by both parties.

All changes or supplements the customer introduces to a written document (for example, an order) are null and void.

5. OBLIGATIONS OF THE PARTIES

The parties agree as follows:

  1. Except with prior written
    Approval, absolutely no party grants to the other the right to use its marks, commercial names, or other names (or those of one of its enterprises) for promotional or publication purposes.
  2. All of the information which is exchanged is
    non-confidential. The exchange of confidential information at the request of one of the parties takes place after the signing by both parties of a confidentiality agreement.
  3. Each of the parties is free to
    conclude similar agreements with others.
  4. Each of the parties grants to the other
    only the specified licenses and rights. No other right or another license (including licenses or patent rights) is granted.
  5. The parties can communicate with one another electronically 
    Such electronic communication has the same legal validity as signed writing if this working method is customary in the business relationship with the customer. An identification code (“USERID”), stated in an electronic document, suffices by the law itself to identify the sender and make the document legally valid.
  6. Non-solicitation personnel
    The customer will refrain from hiring personnel members of Inno.com or otherwise making use of their services, except as established in this agreement, during 1 year after the completion of the work. For each offense, the customer will pay an amount of one hundred fifty thousand EURO (150.000,-€) to Inno.com as compensation.
  7. Each party accepts, before giving formal notice 
    of default to the other party, to give it a reasonable period to fulfill its obligations.
  8. No action may be instituted 
    more than two (2) years after the incident that gave rise to this action unless legal provisions of public order demand otherwise.
  9. Each party will be discharged of its responsibility if it cannot 
    fulfill its obligations due to force majeure.

6. OTHER OBLIGATIONS OF THE CUSTOMER

The customer agrees:

  1. to be responsible for the results 
    achieved upon the use of the services;
  2. to grant Inno.com complete security, free and full 
    access to its installations so that Inno.com can fulfill its obligations;
  3. to comply with all regulations and laws relating to 
    importing and exporting.

7. CONTRACTUAL LIABILITY OF INNO.COM

If Inno.com does not fulfill its obligations, the customer is entitled, in the event of established debt of Inno.com and within the hereafter mentioned limits, to demand compensation for the proven damage. Whatever the nature, grounds, and modalities of the action initiated against Inno.com, the liability of Inno.com will be limited to:
a. physical injury (including death) and
damage to movable and immovable material goods; and
b. for any other actual and directly suffered and proven damage
in the amount of the highest of the following two amounts :
•    fifty thousand euro (50,000 EURO) or the equivalent amount in local currency or,
•    the invoiced price of the services of at most the last twelve months, which give rise to a complaint, at all times limited to a maximum of fifty thousand euro (50,000 EURO).

This limitation of liability is also applicable to the subcontractors and freelance collaborators of Inno.com; this is the maximum for which Inno.com and its subcontractors and freelance collaborators are jointly liable.

Under absolutely no circumstances can Inno.com, its subcontractors, or freelance collaborators be held liable for:

  1. loss of or damage to data or records of the customer;
  2. any indirect damage, even if Inno.com was informed in advance about the possibility of such damage. 

The customer and Inno.com expressly agree that any financial or commercial damage (for example, foregone profits or savings, loss of orders or any commercial disruption) or any claim of a third party against the customer (other than those referred to in point a. and b. above), constitute indirect damage and thus gives no right to compensation.

The customer bears risks associated with the performance of the project.

8. CONTRACT TRANSFER

Inno.com can transfer its rights and obligations based on a contract that relates to the present contract bundle fully or partially to:
1)    an enterprise that is owned more than 50% by Inno.com, or 
2)    a third party, if this transfer 
•    relates to the payment obligations or the registration of orders, or 
•    is the result of selling a part of the Inno.com activities mentioned in the present contract bundle.

Without the advance written approval of Inno.com, the customer agrees not to transfer or in any way dispose of a contract that relates to the present contract bundle or the rights which are associated with it, nor to transfer his obligations, nor to resell any service.

9. CANCELLATION

The customer can cancel any contract related to the present contract bundle without advance notice by informing Inno.com in writing, as soon as all his obligations have been fulfilled.

Each of the parties can cancel any contract that relates to the present contract bundle, if the other party should fail to comply with any provision thereof, on condition that the party who has remained in default is informed thereof in writing and receives the necessary time to fulfill its obligations still.

Every provision which by its nature continues to exist after the end of the performance of a contract that relates to the present contract bundle will continue to bind the parties, their transferees, and claimants.

10. AREA OF APPLICATION

All rights of the customer and all obligations of Inno.com are applicable everywhere.

11. LEGISLATION AND COMPETENT COURTS

The contracts related to the present contract bundle are governed by Belgian law. In the event of a dispute, only the courts of the judicial district of Mechelen have jurisdiction. 

No provision of the present contract bundle can impair provisions of public order and the legal rights of the consumers.

PART 2 – GUARANTEES

1. INNO.COM GUARANTEES

Unless stated otherwise by Inno.com, the following guarantees apply only in the country of purchase.
Guarantee for INNO.COM Services
Inno.com guarantees that each Inno.com service will be:

  1. executed carefully and skilfully; and
  2. granted in accordance with its description (including the completion criteria) outlined in the present contract bundle, in an annex, or in an appendix 

Inno.com does not guarantee that a service will be error-free or that a product will be produced error-free, nor that all defects will be remedied.

PART 3 – SERVICES

1. INNO.COM SERVICES

Services can be standard services or ones adapted to the specific requirements of the customer. Each service transaction can include one or more services, which:

  1. end when the task is completed or 
    on an agreed date;
  2. will be automatically renewed and form a 
    new agreement with a specific contract period. The renewals will continue until the service is cancelled by one of the parties; or
  3. have no ending date and are provided 
    to the customer until the service is canceled by one of the parties.

2. PERSONNEL

Each party is responsible for the supervision, management, and control of its personnel. Inno.com reserves the right to determine which tasks Inno.com assigns to its personnel. Inno.com can wholly or partially contract out a service to subcontractors chosen by Inno.com.

3. OWNERSHIP AND COPYRIGHTS - ON MATERIALS DELIVERED BY INNO.COM

Inno.com specifies the materials to be provided to the customer. Inno.com (or third parties) hold all rights, titles, and interests (including ownership of the copyrights) in connection with the materials created during the performance period of the service or otherwise (such as those which already existed before the service).

Inno.com delivers to the customer a single copy of the specified materials. Inno.com grants to the customer, without additional costs, an irrevocable, non-exclusive, worldwide license to use, implement, reproduce, depict, run, and disseminate copies of these materials, exclusively within the customer's enterprise. 

The customer agrees to reproduce the mention of copyrights and any other ownership mentioned on the copies made under the license granted in this article. All designs, know-how, ideas, or techniques relating to the object of a service, and which were developed or delivered by one of the parties or jointly by the parties, during the performance of a service, can (in accordance with applicable patents and copyrights) be freely used by each of the parties.

  • Source code of the customer
    The customer furnishes all relevant information concerning the project for the performance of this assignment. Inno.com is prohibited from using source code and/or information deriving therefrom for any other purposes. Upon completion of the assignment, Inno.com will return all elements.
  • Intellectual property
    Inno.com indemnifies the principal against any claim filed against the principal based on infringement or alleged infringement of intellectual property rights because of the use of that which has been delivered or developed. The principal will inform Inno.com of such claims within three working days by registered letter.   

4. MODIFICATIONS OF THE SERVICE IMPLEMENTATION CONDITIONS

Subject to an advance written notice of three (3) months, Inno.com can change the implementation conditions of renewable services or services with an unlimited term. These changes have no retroactive effect and are immediately applicable to the renewals and, from the date stated in the notification, to all existing transactions. If the customer does not accept the change, he can cancel the contract using a written notice to Inno.com within fourteen (14) days following Inno.com´s modification notice. 

If Inno.com makes a change to the implementation conditions of a renewable service 

  1. that has an impact on the current contract period of the customer and 
  2. which the customer deems to be disadvantageous. Inno.com will, at the customer´s request, suspend the changes until the end of this contract period.

If both parties wish to make changes to the description of the services, other than those mentioned above, Inno.com will describe the agreed changes in a document (called a "Change Authorisation") both parties must sign that. 
The provisions of a "Change Authorisation" take priority over those of the description of the services and over earlier "Change Authorisations".

5. RENEWAL

Renewable services are automatically renewed for an identical contract period unless one party, at least one (1) month before the end of the current contract period, informs the other party in writing of its decision not to renew the service.

6. CANCELLATION AND ANNULMENT

Each party can cancel a service if the other party does not fulfill its obligations concerning the service.

The customer can, without regularisation costs, cancel a service with an unlimited term, by sending to Inno.com an advance written notice of one (1) month, subject to satisfying all minimum requirements stated in the applicable annexes and/or appendices.

The customer can, without regularisation costs, cancel a renewable service or a maintenance service with an unlimited term by sending a notice to Inno.com, subject to satisfying all minimum requirements stated in the applicable annexes or appendices, as well as in each of the following cases:

  1. the customer within his enterprise makes
    no more productive use of the product for which the service is delivered;
  2. the location where the service is delivered
    is no longer under the customer´s control (for example, due to the sale or closure of the location);
  3. costs in the event of early cancellation of the contract
    The customer agrees to pay Inno.com for all services delivered by Inno.com until the cancellation of the service, as well as all costs borne due to the early cancellation of the subcontracting contracts.
    Inno.com can terminate a renewable service or a service with an unlimited term subject to written notification to the customer one (1) month in advance. 
    If Inno.com terminates a prepaid service that was not completely delivered, Inno.com will reimburse the customer a pro-rata amount.

Each provision that continues to exist after the expiry or cancellation date of the contracts based on the present contract bundle remains in effect and will be binding for the parties, their transferees, and claimants.