General terms and conditions

These general terms and conditions are available in English, Dutch, French and German. If the language versions differ, the English version prevails (clause 15.14).

1. Definitions

• General Terms and Conditions (T&Cs): this document, entitled “General Terms and Conditions”, governing all present and future offers, quotes, agreements and invoices issued by the Service Provider.
• Specific Terms and Conditions: any additional provisions describing specific performance modalities. Such provisions are typically integrated in the Quotation (also referred to as Sales Order) or may be provided separately. In all cases, these Specific Terms and Conditions form an integral part of the Contract and take precedence over these T&Cs if there is any conflict.
• Services: any consultancy, implementation, training, support, sale of software licences or other deliverables to be provided by the Service Provider to the Customer, as described in the issued documents or any other written agreement.
• Service Provider: Lindus NV (trading as Puratech), with its registered office at Mandekensstraat 208A, 9200 Dendermonde, Belgium, and enterprise and VAT number BE 1013.123.824, including all natural persons who perform services under these T&Cs (for example employees, self-employed workers, consultants and directors).
• Customer: the natural or legal person that contracts with the Service Provider, as identified in the Specific Terms and Conditions, quote or invoice.
• Employees: all personnel of the Service Provider, its Affiliated Companies, subcontractors, consultants or any other natural or legal persons directly or indirectly involved in the provision of the Services.
• Liability: any legal obligation to pay damages or remedy losses resulting from a failure to perform obligations under these T&Cs or the Contract, subject to the limitations set out herein.
• Contract: the totality of the agreement between the Service Provider and the Customer, consisting of these T&Cs and any Specific Terms and Conditions, quotes or invoices referring to these T&Cs.
• Quotation (or Sales Order): a written offer issued by the Service Provider, which may include Specific Terms and Conditions, a description of the Services or goods (including software licences), pricing and any commercial details. Acceptance of the Quotation and these T&Cs together constitutes the Contract between the Parties.
• Force Majeure: any event beyond the reasonable control of a Party (whether in whole or in part, and whether temporary or permanent) that makes it impossible or unreasonably difficult to perform obligations under the Contract. Examples include, but are not limited to, war, terrorism, natural disasters, pandemic-related measures, labour strikes, government actions, internet or telecommunications failures and unavailability of third-party services.
• Party/Parties: the Customer and/or the Service Provider.
• Affiliated Company/Companies: any entity that is affiliated with or under common control with the Service Provider within the meaning of applicable company law.
• Consultant: an Employee or subcontractor engaged by the Service Provider to perform the Services.

2. Scope and acceptance

2.1 These T&Cs govern all proposals, offers, quotes, Quotations (Sales Orders), deliveries of goods (including software licences) and services, and any subsequent agreements between the Service Provider and the Customer. Additional Specific Terms and Conditions may apply to certain services or transactions, as defined in the relevant Quotation(s) (Sales Order), document(s) or separate agreement(s).

2.2 By accepting the Quotation (Sales Order) or by engaging the Service Provider’s Services (including purchasing any licences or goods), the Customer confirms acceptance of these T&Cs in full and without reservation. The Customer also acknowledges that payment of any invoice referring to these T&Cs (including but not limited to monthly, quarterly or yearly licence renewals or expansions thereof) constitutes irrevocable acceptance of these T&Cs, unless the Customer has previously terminated the agreement by registered letter.

2.3 If the Customer previously approved a Quotation or Sales Order for the resale of monthly or periodic licences (for example for Atlassian products), the Service Provider may, without a new signed Quotation, invoice additional related monthly services or add-ons (including, for instance, Atlassian Guard). Payment of such an invoice by the Customer is deemed acceptance of these additional or extended services under these T&Cs, without prejudice to any specific conditions indicated on the invoice or in the Specific Terms and Conditions.

2.4 Any amendments, derogations or additional provisions included in the Service Provider’s Quotation (Sales Order) are deemed accepted upon the Customer’s explicit acceptance of that Quotation (Sales Order) and prevail over these T&Cs in the event of any conflict. If, however, the Customer proposes such changes (for example in a purchase order), they only apply if expressly agreed in writing by both Parties.

2.5 The Customer acknowledges that the Service Provider resells third-party software licences (for example Atlassian, Odoo, monday.com and Teamleader). Any changes in pricing, licensing models or terms set by these vendors are beyond the Service Provider’s control and will be passed on to the Customer accordingly. The Customer agrees to accept and bear any additional costs resulting from such changes.

2.6 The applicability of any general or specific terms of the Customer is explicitly rejected, even if such terms state otherwise.

3. Authority and representation

3.1 The Customer confirms that the person signing or otherwise accepting these T&Cs or any Specific Terms and Conditions on behalf of the Customer is duly authorised to represent and bind the Customer.

3.2 The Service Provider may, without further inquiry, rely on the representation of the person(s) who purport(s) to have the authority to act on behalf of the Customer.

4. Duration, extension and termination

4.1 Duration. The duration of the Contract (possibly including the start date and any renewal terms) is set out in the Quotation (Sales Order) or, where issued, in any Specific Terms and Conditions, or as otherwise agreed in writing.

4.2 Commencement. The Service Provider is only bound to perform the Contract upon explicit written acceptance by both Parties (for example by signing or otherwise approving the Quotation/Sales Order). If, at the Customer’s request, the Service Provider starts performing Services before formal acceptance, such performance is deemed acceptance of these T&Cs and any associated Specific Terms and Conditions (including those within the Quotation or other document(s)). The Customer acknowledges that all services are provided “as is”, without any guarantees or warranties, and assumes responsibility for compliance with applicable laws when using the services.

4.3 Extension. If agreed in the Specific Terms and Conditions, the Contract may be extended under the same terms unless otherwise specified. Any request for extension must be made in writing at least four (4) weeks before the end of the current term.

4.4 Termination for breach. Without prejudice to any other rights, the Service Provider may suspend or terminate the Contract with immediate effect by registered letter if:

• the Customer commits a repeated or material breach (for example late payment, non-payment or refusal to confirm time records without valid reason);
• the Customer is in bankruptcy, dissolution, liquidation or any similar procedure indicating insolvency;
• the Customer refuses to provide requested information or provides false or misleading information;
• the Customer commits fraud or any serious violation of contractual obligations.

4.5 Cure period for other breaches. For breaches not covered by clause 4.4, the aggrieved Party may serve notice by registered letter granting thirty (30) calendar days to cure the breach. If it is not cured, the Contract may be terminated without further liability.

4.6 Consequences of termination. Upon termination (except if caused by the Service Provider’s material breach):

• the Customer shall pay the Service Provider for Services performed up to the termination date;
• all remedies available to the Service Provider remain unaffected, including compensation for damages;
• to discontinue managed services or licences purchased through the Service Provider, the Customer must give at least 90 days’ written notice. If notice is not given within this period, the Customer remains responsible for the payment of services and licences for the subsequent billing cycle.

4.7 Waiver of Article 1794 of the Belgian Civil Code. The Customer explicitly waives the application of Article 1794 of the Belgian Civil Code.

5. Intellectual property and confidentiality

5.1 Intellectual property. Unless otherwise agreed in the Quotation (Sales Order) or any separate Specific Terms and Conditions, the Service Provider retains full ownership of all intellectual property rights related to any custom developments, including but not limited to software scripts, configurations, integrations and automation processes. The Customer is granted a non-exclusive, non-transferable and limited licence to use such developments strictly for its internal business operations. The Customer may not modify, resell, distribute or reverse-engineer any of the Service Provider’s custom developments without prior written consent.

5.2 Similarly, unless otherwise agreed in writing, the Service Provider retains all intellectual property rights in materials, deliverables, methodologies, software, training guides and other content created in the course of delivering services. The Customer is granted a limited, non-exclusive and non-transferable right to use such deliverables solely for internal business purposes, provided that all outstanding fees have been paid in full.

5.3 The Customer shall not remove or alter any proprietary notices (for example copyright or trademark notices) from any materials provided by the Service Provider. Furthermore, the Customer shall not reproduce, resell or distribute any workshops, training guides, reports or other materials without the Service Provider’s explicit prior written consent. Recording (audio, video or otherwise) of training sessions, courses or meetings provided by the Service Provider is strictly prohibited without prior written approval.

5.4 Confidentiality. “Confidential Information” means any information, in any form, disclosed by one Party to the other in the context of the Contract and marked or understood to be confidential. Each Party shall:

• keep all Confidential Information strictly confidential;
• use Confidential Information solely for the purposes of performing the Contract;
• not disclose Confidential Information to third parties without prior written consent, unless required by law or by a judicial or administrative order.

5.5 Exceptions. Information is not deemed confidential if it:

• is or becomes publicly available without breach of these T&Cs;
• is received lawfully from a third party without any confidentiality obligation;
• was already in the receiving Party’s possession prior to disclosure;
• is independently developed without reference to the disclosing Party’s Confidential Information.

5.6 The confidentiality obligations remain in effect for three (3) years after disclosure and, in any event, survive termination of the Contract.

6. Performance of services

6.1 Best-efforts basis. The Service Provider undertakes a best-efforts obligation (“obligation de moyens”) to perform the Services with due care, skill and professional diligence, in line with industry standards.

6.2 No guarantee of results. The Service Provider does not warrant the Services to be fit for any specific purpose unless explicitly stated in the Specific Terms and Conditions.

6.3 Customer cooperation. The Customer shall provide all accurate, complete and timely information, documentation and access required for the Service Provider to perform its obligations. The Customer bears sole responsibility for its own existing systems and for any instructions given to the Service Provider that may affect the outcome of the Services.

6.4 Place of performance. Unless otherwise agreed, the Services are performed either at the Service Provider’s premises or at the Customer’s designated site, provided it meets legal safety and health requirements.

6.5 Business hours. Unless otherwise agreed in writing, Services are provided only during the Service Provider’s standard business hours (09:00 to 17:00) on working days.

6.6 Holiday and after-hours rates. For Services provided during weekends, official holidays or outside standard business hours at the Customer’s request, a multiplier is applied to the applicable daily or hourly rate.

6.7 Use of included hours. Any hours for consultancy, development or support included in a package, bundle or retainer must be used within the agreed timeframe. Unused hours do not roll over into subsequent periods unless explicitly agreed.

6.8 Scope changes and delays. Any requests for changes to the original scope, or delays caused by circumstances outside the Service Provider’s reasonable control (including the Customer’s unresponsiveness or third-party issues), may result in additional fees or extensions to agreed delivery timelines.

6.9 Enhancements outside the original scope. Any functionality, enhancement, service, description or request not explicitly listed as in scope in the Quotation (Sales Order) or the Specific Terms and Conditions is out of scope. For any out-of-scope item, the Customer must submit a written change request, which is subject to additional fees and to acceptance by the Service Provider.

6.10 Data migration. For any data migration services, the Customer shall provide data in the format and structure agreed with the Service Provider. The Service Provider is not liable for delays or inaccuracies resulting from data provided in non-conforming formats. The Customer remains responsible for data integrity, backups and compliance with any relevant data protection regulations.

6.11 Completion of services. If the Services are not completed within the agreed term due to material unresponsiveness of the Customer (including late approvals, missed deadlines for providing data or information, or failure to schedule sessions), the Services are deemed completed on the originally agreed date. Any further work required thereafter is subject to additional fees.

6.12 Trainings and workshops. Trainings or workshops provided by the Service Provider are conducted in the Customer’s own instance and with its own data whenever possible. The Customer must ensure that its environment is suitably configured for the training. Each training session is limited to a maximum of eight (8) participants, unless otherwise agreed in writing.

6.13 Third-party tools and licences. When the Service Provider integrates or resells third-party software or tools (for example Atlassian, Odoo, monday.com, Teamleader, YouTrack, XWiki or OpenProject), the Customer explicitly acknowledges that it has taken note of and unconditionally accepts all relevant terms, conditions and agreements of these third-party suppliers. Examples of these agreements include, but are not limited to:

• Atlassian Customer Agreement: atlassian.com/legal/atlassian-customer-agreement
• Odoo Enterprise Subscription Agreement: odoo.com/documentation/18.0/legal/terms/enterprise.html
• Teamleader terms of service: teamleader.eu/legal
• monday.com Terms of Service: monday.com/l/legal/tos

This acknowledgement includes all terms related to software licensing, warranties, limitations of liability and other relevant conditions. This list is not exhaustive, and it is the Customer’s responsibility to review, understand and comply with the applicable terms of all relevant third-party providers before using third-party software or tools. Any use of third-party software or tools constitutes acceptance of their respective terms. The Customer further agrees that:

• the Service Provider assumes no liability for the adequacy, accuracy, completeness or fitness of third-party terms for the Customer’s specific needs;
• the Service Provider does not guarantee that third-party terms are appropriate or sufficient for the Customer’s requirements;
• the Customer may not use any third-party software, app or service if it does not agree to the applicable third-party terms.

6.14 The Customer acknowledges that the Service Provider has no control over updates or modifications made by third-party software vendors. The Service Provider is not liable for failures, malfunctions or disruptions caused by changes in third-party APIs, vendor updates or external system modifications. Any costs of reconfiguring integrations due to external changes are borne by the Customer. The Service Provider is not responsible for debugging issues caused by external system updates unless separately agreed in writing.

6.15 Recurring licence adjustments and ongoing agreements. The Customer acknowledges that the number of synchronised users and associated licences may vary based on usage and the applicable billing cycle. The Customer is responsible for managing user access and ensuring accuracy in the tools provided by the Service Provider. The Service Provider invoices the Customer periodically, in accordance with the agreed billing frequency (for example monthly, bi-monthly, quarterly or yearly), for the resale of licences based on the number of synchronised users and the applicable pricing.

6.16 Approval of the initial proposal for licences constitutes approval of the ongoing resale of these licences from the date of approval. This agreement continues indefinitely unless terminated by the Customer. The Customer may only terminate it by written cancellation to the Service Provider at least one (1) billing cycle before the next renewal.

7. Fees, payment and late payment

7.1 Fee structure. Fees may be based on time and materials (hourly or daily rates) or a fixed price, as specified in the Quotation (Sales Order), any Specific Terms and Conditions or the invoice. Unless stated otherwise, all fees are exclusive of VAT and other applicable taxes.

7.2 Travel and expenses. Travel time, travel expenses and other costs (for example accommodation and materials) may be charged separately if so provided in the Specific Terms and Conditions or agreed in writing.

7.3 Price increase. The Service Provider reserves the right to adjust fees annually (for example on 1 January) in line with the evolution of the Agoria Digital index. This index is based on labour cost developments within joint committee 200 (PC 200). Should there be an unforeseeable, fundamental change in circumstances significantly affecting the contractual equilibrium, either Party may request a reasonable adjustment. If no agreement is reached within thirty (30) days, either Party may terminate the Contract by written notice, without liability for compensation.

7.4 Invoicing and payment terms. Invoices are payable within thirty (30) calendar days of the invoice date, unless otherwise specified. Failure to protest an invoice in writing within eight (8) business days of receipt constitutes irrevocable acceptance of the invoice.

7.5 Interest on overdue payments. A daily interest rate equivalent to the legal interest rate plus 8% per annum (calculated daily) is applied to overdue invoices. Interest accrues from 14 days after the date of the first reminder, in compliance with Belgian regulations. If no first reminder has been sent, the due date of the invoice is taken as that date.

7.6 Recovery fee. The first payment reminder is free of charge, in compliance with Belgian regulations. If payment is still overdue 14 days after the first reminder, the following recovery fees apply:

• €20 for invoices up to €150;
• €30 plus 10% of the amount above €150 for invoices between €150.01 and €500;
• €65 plus 5% of the amount above €500, with a maximum of €2,000.

7.7 Follow-up notifications. Interest and recovery fees are recalculated the day before official reminders are sent (on days 13, 29 and 59 overdue) to ensure accuracy. After 59 days overdue, recalculation continues weekly (every 7 days) until the invoice is paid in full.

7.8 Collection costs. The Customer is liable for all additional collection costs and legal fees resulting from overdue payments.

7.9 Suspension of services. The Service Provider reserves the right to suspend its performance if payment is overdue by more than 30 days. This includes withholding further service delivery, disabling access to software licences or stopping ongoing projects until payment is settled.

7.10 Non-payment of licences. The Service Provider does not control the suspension of third-party software licences (for example Atlassian, Odoo, monday.com or Teamleader). The Customer remains fully responsible for outstanding licence fees. If non-payment persists, the Service Provider reserves the right to initiate legal action to recover the outstanding amounts.

7.11 Legal compliance. These conditions comply with the Belgian Law on Late Payment (September 2023). The Customer acknowledges that failing to adhere to these terms may result in financial penalties and legal collection measures.

7.12 Non-cancellable and non-refundable. Professional Services purchased under the Contract (including implementation, configuration, training and consulting) are non-cancellable and non-refundable once delivery has started, except as otherwise provided in any Specific Terms and Conditions or where mandatory law requires otherwise.

7.13 No set-off or withholding. The Customer is not entitled to withhold or set off any payments against any claims it may have, unless expressly agreed by the Service Provider in writing.

7.14 Invoicing currency and exchange rate. Invoices are issued in euros. For licences or services resold by the Service Provider, invoices are calculated on the basis of the foreign exchange rate applicable at the time of invoicing. If the Service Provider pays its supplier in a currency other than euros (for example US dollars), the invoiced amount reflects the exchange rate difference. The Customer agrees to accept the calculation based on this exchange rate, as it directly corresponds to the actual costs incurred by the Service Provider.

8. Relationship between the Parties

8.1 Independent service provider. The Service Provider acts as an independent contractor. The Contract creates no employment, partnership or joint venture relationship.

8.2 No transfer of employer authority. The Customer may not exercise employer authority over the Service Provider’s Employees. Instructions from the Customer must be strictly limited to operational or technical requirements necessary for performing the Services.

8.3 Compliance with temporary work regulations. The Parties shall comply with all applicable laws regarding temporary work or the secondment of personnel, including the Belgian Law of 24 July 1987 and its subsequent amendments.

9. Liability

9.1 Best efforts and limitation. The Service Provider performs its obligations on a best-efforts basis (“obligation de moyens”). All services are provided “as is”, without any guarantees or warranties, unless explicitly stated otherwise in the Specific Terms and Conditions. The Service Provider is only liable if the Customer demonstrates a specific fault by the Service Provider and a direct causal link to actual, proven damage.

9.2 Exclusions. Under no circumstances is the Service Provider liable for:

• indirect, consequential or incidental damage (including financial losses, lost profits, loss of business, missed savings, or loss or corruption of data);
• damage attributable to errors or negligence of the Customer;
• damage arising from third-party products or services (including software or hardware not developed by the Service Provider);
• damage resulting from incomplete, incorrect or late contractual instructions given by the Customer;
• loss, corruption or incomplete migration of historical data when transferring between systems; the Customer acknowledges that data migration has limitations and shall make backups and verify the data before using a new system;
• integration failures due to third-party API changes, vendor updates or external system modifications; the Customer is responsible for ensuring continued compatibility and maintenance.

9.3 Maximum liability. To the fullest extent permitted by applicable law, and except in cases of wilful misconduct or fraud by the Service Provider:

• the total aggregate liability of the Service Provider for all claims is capped at five hundred thousand euros (€500,000) if such a liability cap is mandated by law;
• if no mandatory legal provision prescribes such a cap, the Service Provider’s liability is excluded to the fullest extent permitted by law.

9.4 Notification of claims. The Customer must notify the Service Provider in writing of any alleged event or potential claim within fifteen (15) calendar days of its occurrence (or of the date on which the Customer could reasonably have become aware of it). The Service Provider reserves the right to reject any claim made after this deadline.

9.5 No personal liability. In accordance with the revised Belgian Civil Code (in particular Book 6) and related legislation, the Customer expressly waives any right to hold the Service Provider’s directors, shareholders, employees, freelancers or other agents (“hulppersonen”) personally liable, on contractual or extra-contractual grounds, for acts or omissions in connection with the performance of the Services. Any such claim must be brought solely against the Service Provider as the contracting legal entity.

9.6 Practical safeguard. Where the Customer enters into agreements with its own clients or third parties (for example a main contractor or principal client), the Customer shall ensure that equivalent contractual protections are in place to prevent direct personal liability claims against the Service Provider’s representatives. The Customer acknowledges that Book 6 of the Belgian Civil Code is considered supplementary law and that this contractual waiver of personal liability is an expressly agreed exception to any broader liability regime.

10. Non-solicitation

10.1 Non-solicitation of Employees. The Customer shall not solicit or hire, directly or indirectly, any Employee of the Service Provider involved in providing the Services, for a period of twelve (12) months after the end of the Services or the termination of the Contract.

10.2 Fee for breach. If the Customer hires or engages any such Employee, the Customer shall immediately pay the Service Provider an amount equal to 120 times the Employee’s daily rate as stipulated in the Quotation (Sales Order) or any Specific Terms and Conditions, or as otherwise invoiced.

10.3 Flow-down. The Customer shall impose the same non-solicitation obligations on any third party with which it collaborates, to prevent indirect hiring of the Service Provider’s Employees.

11. Force majeure

11.1 Suspension of obligations. Neither Party is liable for failure to perform due to Force Majeure. Obligations are suspended for the duration of the Force Majeure event.

11.2 Right to terminate. If a Force Majeure event persists for more than sixty (60) calendar days, either Party may terminate the Contract by written notice. Services provided up to termination are invoiced and paid proportionately.

12. Protection of personal data

12.1 Controller and processor. For all personal data shared under the Contract, the Customer acts as controller and the Service Provider as processor within the meaning of the applicable data protection legislation (including the GDPR).

12.2 Limitation of access. The Customer shall minimise the personal data it shares, so that only data the Service Provider needs to perform the Contract is shared.

12.3 Lawful grounds. The Customer warrants that it has a lawful basis (consent, legitimate interest or another basis) to process personal data and disclose it to the Service Provider.

12.4 Liability for data compliance. The Customer bears all costs and liability relating to compliance with data protection laws, except insofar as data breaches are solely and demonstrably attributable to the Service Provider’s actions.

12.5 Own processing. For the personal data that the Service Provider processes for its own purposes (for example contact details for quotes and invoicing), it acts as controller. Our privacy policy explains how.

13. Recruitment and third-party candidate submissions

13.1 Engagement of staffing and recruitment agencies. The Service Provider may, at its sole discretion, engage external staffing or recruitment agencies to source candidates. Any such engagement requires a formal, signed agreement between the Service Provider and the recruitment agency that explicitly sets out the terms, conditions and fees for recruitment services.

13.2 Unsolicited candidate submissions. Any CVs, candidate profiles or applications submitted by external recruiters, headhunters or staffing agencies without an express written agreement in place are considered the sole property of the Service Provider. The Service Provider has the unrestricted right to engage, hire or otherwise use the services of such candidates without any obligation to pay a placement fee or any other compensation to the submitting party.

13.3 Exclusive rights over candidate submissions. Recruiters, agencies or third-party talent providers may not claim any entitlement to fees, commissions or compensation for unsolicited candidate submissions. The Service Provider retains all rights to engage directly with such candidates, regardless of whether the submission was made in connection with an advertised vacancy.

13.4 Process for recognised staffing agencies. Only recruitment firms that the Service Provider’s HR or management team has explicitly authorised in writing and that have a valid contract governing recruitment activities may submit candidates for potential hiring.

13.5 Non-interference. Staffing agencies, recruitment firms or other third parties shall not, directly or indirectly, solicit the Service Provider’s employees or contractors for employment opportunities with other companies without prior written approval.

14. Third-party agreements and disclaimer of warranties

14.1 Binding third-party terms. If the Service Provider integrates or resells third-party software, apps, tools or services (for example Atlassian, Odoo, monday.com, Teamleader, YouTrack, XWiki or OpenProject), the Customer acknowledges and accepts that the terms, conditions and processing agreements of third-party suppliers, including but not limited to manufacturers, app developers and software vendors, form an integral part of the Contract. These may include terms on software licences, warranties, limitations of liability and data processing. Examples are listed in clause 6.13. That list is not exhaustive: the Customer is responsible for compliance with all relevant third-party terms.

14.2 Customer responsibility. The Customer shall:

• review and understand the terms of third-party suppliers before using their software, apps or tools;
• request from the Service Provider any information it considers necessary or useful regarding the processing of personal data or the terms of the third-party suppliers;
• promptly report any gaps or unclear points in such terms to the Service Provider.

By using third-party software, apps or services, the Customer is deemed to have read, understood and accepted the terms of the third-party suppliers.

14.3 Custom integrations and deprecation. The Service Provider is not responsible for maintaining or updating custom integrations if a third-party vendor (for example a SaaS or API provider) deprecates or modifies its functionality. Any ongoing maintenance, fixes or enhancements for custom solutions are charged separately unless covered by a specific agreement.

14.4 Maintenance after completion. Unless otherwise stated, the Customer is responsible for the ongoing maintenance of any custom development or integration delivered by the Service Provider once the project is marked as completed.

14.5 Disclaimer. The Service Provider gives no guarantee of uninterrupted or error-free performance of third-party software, apps, tools or services. Any warranties, express or implied (including merchantability, quality or fitness for a particular purpose), are disclaimed to the maximum extent permitted by law. The Customer cannot obtain more rights in relation to third-party software, apps or services than those expressly granted by the third-party suppliers. The Service Provider is not a party to any third-party agreements and disclaims all liability for:

• the adequacy, accuracy or sufficiency of third-party terms;
• any interruptions, errors or other issues arising from third-party software, apps, tools or services;
• third-party compliance with data protection laws or other legal requirements.

14.6 Indirect damage. Under no circumstances is the Service Provider liable for indirect or consequential damage, such as lost profits, increased costs or other financial losses, caused by third-party software, apps, tools or services.

14.7 No use without agreement. The Customer may not use any third-party software, app or service if it does not agree to the applicable third-party terms.

15. General provisions

15.1 Governing law. These T&Cs and any related Contract are governed exclusively by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) does not apply.

15.2 Jurisdiction. All disputes regarding the interpretation or performance of these T&Cs (and related agreements) fall under the exclusive jurisdiction of the Enterprise Court of Ghent, Dendermonde division.

15.3 Limitation period. Any claim by the Customer relating to the Services expires six (6) months after the date on which the Customer became or should reasonably have become aware of the event giving rise to the claim.

15.4 Assignment and subcontracting. Neither Party may assign or transfer its rights or obligations under the Contract without the other Party’s written consent, except that the Service Provider may assign or subcontract to an Affiliated Company or a qualified subcontractor without prior approval, including (but not limited to) for implementation, integrations and data migration.

15.5 Severability. If any provision is declared invalid, the remaining provisions remain in full force. The Parties will negotiate in good faith to replace the invalid provision with a valid provision that comes as close as possible to its original economic intent.

15.6 No waiver. A failure or delay by either Party to enforce any term or condition does not constitute a waiver of that right or any other right.

15.7 Cumulative remedies for the Service Provider. All legal remedies available to the Service Provider under these T&Cs or at law are cumulative and in addition to any other remedies the Service Provider may have. The exercise of one remedy does not preclude the pursuit of other remedies for the same or a separate breach.

15.8 No multiple recoveries by the Customer. For the avoidance of doubt, clause 15.7 does not give the Customer any right to assert or recover multiple or overlapping claims for the same alleged breach. The liability caps, exclusions and limitations in these T&Cs remain fully applicable and prevent any multiple recoveries by the Customer.

15.9 Applicability. The provisions of these T&Cs, including this article, govern the relationship between the Service Provider and the Customer. Nothing herein extends the Service Provider’s professional liability beyond what is contractually stipulated.

15.10 Headings. Headings are for reference only and do not affect interpretation.

15.11 Entire agreement. These T&Cs and any Specific Terms and Conditions constitute the entire agreement and supersede all prior oral or written negotiations and proposals. The Customer acknowledges and agrees that, by using the Service Provider’s services, it accepts the possibility of third-party software updates or changes beyond the Service Provider’s control. The Service Provider is not liable for disruptions or changes caused by external vendors, and any related costs or necessary adjustments are borne by the Customer.

15.12 Notices. All notices (excluding routine operational communications) must be in writing and sent by registered mail or another agreed method providing proof of receipt.

15.13 Continuing obligations. Any provisions intended to survive termination (for example confidentiality, non-solicitation and liability) remain in effect notwithstanding termination or expiry of the Contract.

15.14 Language versions. These T&Cs are available in English, Dutch, French and German. In case of any discrepancy or difference in interpretation between the language versions, the English version prevails.

16. Acceptance of terms

16.1 General acceptance. By approving or signing the Quotation (Sales Order), including any Specific Terms and Conditions it contains, by engaging the Service Provider’s Services, by requesting quotes or by otherwise placing orders, the Customer confirms full and unconditional acceptance of these T&Cs.

16.2 Payment of any invoice referring to or falling under these T&Cs, including invoices for the ongoing monthly (or otherwise periodic) resale of licences, is equally and automatically deemed acceptance of these T&Cs, in the absence of a prior and validly delivered notice of termination by registered mail.

16.3 These T&Cs are published on the Service Provider’s website (www.puratech.be) and are referred to in quotes, invoices and other relevant documents, to ensure that the Customer is aware of and accepts their applicability.

16.4 Updates and applicability. The Service Provider reserves the right to amend or update these T&Cs at any time by publishing the latest version on its website. The Customer acknowledges and agrees that the most current version of the T&Cs, as published on the Service Provider’s website, automatically applies to all ongoing and future agreements, unless otherwise explicitly agreed in writing.

16.5 The Customer is responsible for periodically reviewing the Service Provider’s website to stay informed of updates to these T&Cs. Continued use of the Service Provider’s Services, or entering into any agreement after such updates, constitutes acceptance of the revised terms.

Questions

Do you have a question about these general terms and conditions? Contact Puratech, a division of Lindus NV, Mandekensstraat 208A, 9200 Dendermonde, Belgium, at letstalk@puratech.be.