General conditions
1. Scope of application - These general terms and conditions apply to all work and all deliveries of services and/or goods by INGENIUM NV (with registered office at 8200 Bruges, Nieuwe Sint-Annadreef 23 and company number 0436.815.150, hereinafter referred to as "Ingenium"). By accepting an offer or signing a contract proposal, the client acknowledges acceptance of these general terms and conditions, with the express exclusion of any of the client's own terms and conditions. Deviations from these general conditions are only possible with the express written agreement of Ingenium, in which case the general conditions remain additionally applicable.
2. Quotes - Quotes and contract proposals are always based on the information supplied by the Client. Unless expressly stated otherwise, an Ingenium quotation or contract proposal is valid for 30 calendar days from the day after the date indicated on the quotation or contract proposal.
3. Prices - All hourly rates and/or man-day prices stated in an offer or agreement are exclusive of VAT. The included hourly rates and/or man-day prices are indexed annually according to the index of the employees' salaries (PC 200) and this each time on January 1 of each year based on the following formula: Indexed price = agreed price x((0.8 x (1 + index of the PC 200 of the year in which it is indexed in percent) + 0.2).
Unless expressly stated otherwise, this also applies to quotations and agreements that provide for lump-sum prices, in which case the lump-sum prices included will be indexed on January 1 of each year based on the aforementioned formula.
4. Additional works - Prices included in an offer or agreement include only the performances and quantities provided for in the offer or agreement. Unless expressly indicated otherwise, any additional work shall be invoiced at the same unit prices.
5. Payments - The payment term for Ingenium's invoices is 30 calendar days from the invoice date. If payment is not made by the due date, the amounts due shall be increased ipso jure and without prior notice of default by (i) interest from the day following the due date at the interest rate stipulated in the Law of August 2, 2002 on combating late payment in commercial transactions, and (ii) damages amounting to 15% of the amount due with a minimum of € 60.
6. Dispute - A dispute of an invoice must be reported in writing to Ingenium within eight days of the invoice date, failing which the invoice is definitively accepted.
7. Provision of services - The provision of services is of a technical nature. Ingenium is neither the Client's legal advisor nor the Client's legal representative on site. Ingenium's assignment implies an obligation of effort. By accepting the assignment, Ingenium undertakes to perform the assignment to the best of its ability and understanding and in accordance with the requirements of good workmanship.
8. Terms of execution - Unless expressly indicated otherwise, the terms of execution mentioned in an offer are indicative and any delay shall not entitle the customer to breach the contract or to damages.
9. Information - The Client shall provide Ingenium with all information reasonably necessary for the proper execution of the order prior to the execution of the order.
10. Liability - Ingenium shall only be liable for damage caused by non-compliance with its commitments if and insofar as the damage is caused by fraud, intent or gross negligence on the part of Ingenium or its appointees. Any liability of Ingenium is limited to direct damages (with the express exclusion of any form of indirect damages, including consequential damages, loss of profits and loss of opportunity). In any case, the maximum liability of Ingenium is limited to the amount of the total price owed by the client based on the contract. If compensation is covered by Ingenium's professional liability insurance, the compensation can never exceed the coverage granted under its professional liability insurance. This amounts to a maximum of €1.5million per claim.
11. Intellectual Property - Unless otherwise expressly agreed in writing, the services provided by Ingenium shall not give rise to the transfer of any intellectual property rights.
12. Nullity - If any provision of these general terms and conditions should be null and void, the other provisions shall remain fully applicable and the void provision shall be replaced by a valid provision that comes as close as possible to the scope and economic effect of the original provision.
13. Privacy - Ingenium attaches importance to the protection of privacy. Any personal data are processed in accordance with the General Data Protection Regulation (2016/679) as well as the Law of July 30, 2018 on the protection of natural persons with regard to the processing of personal data. For more detailed information on the processing and protection of personal data processed by Ingenium, Ingenium's privacy statement can be consulted at www.ingenium.be.
14. Communication - Unless expressly provided otherwise in the offer or agreement between the parties, each party shall be entitled to publish freely descriptive articles, with or without illustration, concerning the cooperation between the parties, provided the name of the other party is mentioned.
The parties are obliged to keep confidential all confidential information they have obtained from each other or from other sources in the context of their Agreement. Information is considered confidential if this has been communicated by the other Party or if this results from the nature of the information. Only with the Written consent of the other party and/or a legal obligation may this confidentiality be broken.
15. General - These general terms and conditions are subject to Belgian law. Any dispute concerning the validity or execution of these general terms and conditions, belongs to the competence of the courts of the judicial district West-Vlaanderen, department Bruges.