General conditions

Last modified on 10/03/2023 – change of registered office

1. Definitions

General Conditions: his present conditions for the provision of Services of which the Customer has had prior knowledge.

Consultancy Services: are the additional services (analyzing, researching, vetting, exploring, guiding, …) in the broad sense of the word provided to the Customer prior to, in addition to or on top of the Monitoring Services.

Monitoring Services: are the services of water quality monitoring at the Customer’s premises and related consulting services offered by Liquisens to the Customer, as specifically described in the Quotation.

Data: are the data generated by Liquisens through the Devices in performance of the Monitoring Services.

Services: are the Monitoring Services and Consulting Services.

External Supplier: is a third party, more specifically a manufacturer and/or supplier of a Device.

Liquisens: Liquisens BV, with registered office located at Uitbreidingstraat 84, 2600 Berchem, registered in the Register of Legal Persons in Antwerp (Antwerp Division) under number BE 0732.715.729.

Customer: any natural or legal person mentioned in the Quotation that enters into an Agreement with Liquisens and that acts for purposes that fall within its business or professional activity.

Employees: staff members, independent workers, subcontractors, consultants, and any other natural or legal persons directly or indirectly involved in providing the Services.

Agreement: is the agreement established between the Customer and Liquisens when the Customer accepts an Offer or otherwise expressly places an order or assignment, and of which these General Terms and Conditions form an integral part.

Force Majeure: the situation in which the performance of the Agreement for one of the Parties is prevented in whole or in part, temporarily or otherwise, beyond the will of the Party or Parties. Shall be considered, inter alia (non-exhaustively), as force majeure: fire, war, terrorist attacks, unfavorable weather conditions, defectiveness of goods, equipment, software or materials of third parties, the use of which has been prescribed to Liquisens by the Customer, government measures, epidemic, failure of Internet, data network or telecommunication facilities, the unavailability of servers of third parties, strike, unavailability of Employees and/or their materials, general transport problems and electricity failure.

Party(ies): Liquisens and/or the Customer.

Device(s): are the devices or equipment from third-party vendors that Liquisens uses to perform the Monitoring Services, such as sensors.

Quote(s): a formal offer from Liquisens describing the Services that Liquisens intends to offer to the Customer in accordance with these General Terms and Conditions.

Confidential Information: any information, commercial, financial, technical or otherwise, of any form (oral, written, graphic, electronic, …), exchanged between the Parties in the context of this Agreement and which can reasonably be expected to qualify as confidential. Information shall in any case be considered confidential if it has been marked as such by the Parties.

Terms and Conditions: are the general (license) terms and conditions applicable to Appliances of an External Supplier, which the Customer hereby expressly accepts and which form an integral part of these Terms and Conditions.

2. Applicability of the General Conditions.

2.1. These General Terms and Conditions apply to all offers, price calculations, Quotations, orders for Monitoring Services (and/or Consultancy Services) offered by Liquisens as well as to all Agreements concluded between Liquisens and the Customer.

2.2. Except in case of written or express acceptance, any general or special conditions of the Customer (as well as conditions of third parties) are expressly excluded.

2.3. Liquisens reserves the right to amend these Terms and Conditions from time to time.

3. Duty of disclosure and offers

3.1. The Customer is responsible for the accuracy and completeness of the data provided by or on its behalf to Liquisens necessary for the preparation of price calculations or Quotations.

3.2. The Customer declares to have been fully informed by Liquisens about the possibilities of the Services. The Customer acknowledges that Liquisens cannot be held liable for this.

3.3. All price calculations, Quotations and other offers by Liquisens shall be of an indicative nature only and shall not be binding, unless otherwise indicated in writing by Liquisens.

4. Establishment of the agreement

Liquisens is only bound to execute the Agreement after express and written acceptance of the Quotation by the Customer. If, at the Customer’s request, Liquisens commences the order stated in the Quotation before the Agreement has been signed, the commencement of the order shall be deemed as an acceptance by the Customer of the Quotation in accordance with the General Terms and Conditions.

5. Duration and termination

5.1. Unless otherwise provided in the Quotation, the Agreement is entered into for a period of one (1) year (“Initial Term”). After the Initial Term of 1 year, the Agreement is tacitly renewed unless either Party terminates the Agreement subject to three (3) months prior written notice. Except in case of application of Article 5.3, the Agreement cannot be terminated during the Initial Term.

5.2. If the Customer cancels all or part of the order or order placed prior to the commencement of its execution, Liquisens shall be entitled to compensation in the amount of 40% of the value of the order for the Services, without prejudice to Liquisens’ right to prove the damage actually suffered if such damage is higher, and without prejudice to Liquisens’ right to damages.

5.3. Without prejudice to its right to damages, Liquisens may, at its discretion, suspend or terminate the Agreement in case:

  1. of non-payment by the Customer on the due date of the invoice;
  2. the Customer has applied for a moratorium, is in bankruptcy, if the Customer is manifestly insolvent or in the event of the dissolution and/or liquidation of the Customer’s company;

iii. of evidence or serious suspicions of fraud performed by the Customer.

5.4. Each Party may additionally terminate the Agreement if the other Party commits a proven gross misconduct or material contractual failure and has not corrected it within a period of thirty (30) calendar days after being served with notice of default by the Party claiming such failure.

5.5. In all cases, the Customer shall compensate Liquisens for all Services effectively performed at the time of termination.

5.6. All provisions of this Agreement expressly designated as surviving the termination (including dissolution) or expiration of the Agreement, as well as all provisions of the Agreement which purport to be enforced or complied with after the termination or expiration of the Agreement, shall survive the termination or expiration of the Agreement and remain in full force and effect.

6. Performance of services.

6.1. Liquisens undertakes to perform the Services to the best of its ability for the benefit of the Customer in accordance with the requirements of professionalism and expertise but does not enter into an obligation of result. Liquisens delivers a report to the Customer based on the Monitoring Services but such report is based on the Data available and on the state of the art at the time the Services are performed.

6.2. Liquisens makes recommendations to the Customer based on the Monitoring Services performed but the Customer remains responsible for any (commercial) decisions she makes based on Liquisens’ advice. Liquisens cannot be held liable for any consequences of the Customer’s use of the advice or reports delivered to the Customer.

6.3. Any terms of delivery or execution stated by Liquisens are purely indicative and in no way binding. An exceeding of these terms can never give rise to a breach of the Agreement or to damages.

6.4. Liquisens performs this Agreement in all freedom and independence. No hierarchical relationship exists between Liquisens and the Customer. Under no circumstances does Liquisens transfer any employer authority over its employees to the Customer.

6.5. Liquisens may use Devices from External Suppliers for the performance of the Monitoring Services. Liquisens is free to determine which and how many Devices are necessary for optimal performance of the Monitoring Services at the Customer’s premises. The costs associated with the use of these Devices shall be charged to the Customer in accordance with the prices included in the Quotation.

6.6. The Customer also expressly takes note of the warranty provisions in the Terms and Conditions, which are exclusively applicable in that case. The Customer acknowledges that Liquisens cannot be held liable for any damage caused by the Devices nor be bound by any warranty obligation with respect to the Devices.

6.7. Liquisens may use subcontractors for the performance of the Services without the prior agreement of the Customer.

6.8. The Customer shall at all times provide all cooperation reasonably required by Liquisens in a timely manner. Liquisens shall provide the Services within the limits of this Agreement and the information provided by the Customer. The Customer guarantees the accuracy, timeliness and completeness of the information provided by him, specified measurements, requirements, specifications of the Services and other data, which are crucial in order for Liquisens to be able to fulfill its obligations under this Agreement. The Customer shall indemnify Liquisens for any damage that might arise from incorrect, late or incomplete provision of information.

(Intellectual) property rights 7.

7.1. Unless otherwise stated in the Quotation, Liquisens grants the Customer a limited, non-exclusive and non-transferable right of use with respect to the results of the Monitoring Services it has performed from the time of full payment of all invoices.

7.2. If the monitoring report delivered by Liquisens to the Customer is used for further development or commercialization, the Customer shall indemnify Liquisens against any claim for damages by third parties, even if it should be established that it originates in the Monitoring Services delivered by Liquisens.

7.3. The Customer is not allowed to remove or change any indication concerning the confidential nature or concerning copyrights, brands, trade names or other rights of intellectual or industrial property from the software, websites, data files, equipment or materials.

7.4. The Data accessed by Liquisens in execution of the Monitoring Services are and remain the property of the Customer. However, Liquisens is granted the right to use this Data to train its algorithms for the purpose of continuously optimizing its Services.

8. Confidentiality

8.1. The Parties and their Employees must keep confidential the Confidential Information received from the other Party in execution of this Agreement. In addition, the Parties may only use the Confidential Information in the context of this Agreement. The Parties may not disclose Confidential Information to third parties without the written consent of the other Party.

8.2. The above confidentiality obligation shall apply during the term of this Agreement and upon termination for a period of three (3) years.

8.3. Shall not be considered Confidential Information if and to the extent it can be proven by the receiving Party through written documentation:

  1. the information legally obtained from a third party who is not bound by any obligation of confidentiality or secrecy;
  2. the information that a Party already knew before it was transmitted to it under this Agreement;
  3. the information developed by a Party itself without violation of this Agreement;
  4. information that has fallen into the public domain without the intervention or fault of the Party that received it;
  5. the information required to be made public by a judicial or administrative decision.

8.4. The Client hereby gives Liquisens its express permission to include the Client in its client list, to publish a brief description of the assignment and to use the Client’s name and brand for publicity purposes and PR activities.

9. Compensation and payment

9.1. Unless otherwise specified in the Quotation, the Customer shall pay, as remuneration for the Monitoring Services for the duration of the Agreement, the monthly amount as specified in the Quotation. Any Consultancy Services additionally performed by Liquisens at the Customer’s request will be additionally charged on a time & material basis, based on the hourly rate determined in the Quotation.

9.2. Fees are exclusive of VAT and any other taxes imposed or to be imposed by the government.

9.3. Unless otherwise agreed between the Parties, Liquisens shall invoice the Customer for the Services it performs on a monthly basis.

9.4. All invoices are payable fourteen (14) calendar days from date of invoice, unless otherwise specified in the Quotation. Failure to protest an invoice in writing within eight (8) business days from its mailing shall constitute irrevocable acceptance of the invoice and the Services specified therein.

9.5. Prices for the Services may be revised annually on January 1 by Liquisens based on the following formula:

New price = Base price * (0.2 + 0.8 * (New index /Income index))

For application of this formula, the following definitions apply:

Base Price: price at the start of the Agreement;

Commencement Index: the “reference wage cost national average” index published by Agoria for the month preceding the signing of the Agreement;

New index: the “reference wage cost national average” index published by Agoria for the month preceding the date of indexation.

9.6. Liquisens may in any case adjust the prices for the Services in this is due to a price adjustment of the Devices implemented by the External Supplier of those Devices.

9.7. In the event of sudden fundamental changes in circumstances affecting the agreed price which could not have been foreseen when the price was determined and which, moreover, upset the contractual balance, the Parties shall meet at the first request in order to reach an equitable adjustment of the Contract. If the Parties cannot reach an agreement after thirty (30) calendar days counting from the request to adjust the Contract, the most diligent Party shall have the possibility to terminate the Contract by sending a registered letter with a thirty (30) calendar days notice, without any compensation being due.

9.8. The expiry of the payment term places the Customer in default by operation of law and without prior warning. On expiry of the payment term, the Customer shall owe conventional interest equal to the interest rate stipulated in Article 5 of the Late Payment Act (Act 02/08/2002, BS 07/08/2002), plus 3%. This interest shall be calculated from the due date until the day of full payment. In addition, the Customer shall automatically and without prior notice owe liquidated damages equal to 10% of the invoice amount.

9.9. The Customer is not entitled to set off or suspend any payment.

10. Liability and indemnity

10.1. The liability that Liquisens may incur stems from an obligation of effort that will have to be soundly demonstrated by the Customer.

10.2. To the maximum extent permitted by applicable law, the total liability of Liquisens on account of an attributable failure in the performance of the Agreement shall be limited to the compensation of the direct damage up to a maximum of the compensation owed by the Customer for the specific Services that caused the damage (excluding VAT). If the services were to run over several years, then Liquisens may be liable for compensation of direct damage up to the value of the amounts invoiced in performance of this Agreement for the specific Services (excluding VAT) during a period of twelve (12) months preceding the day on which the harmful event occurred.

10.3. In no event shall Liquisens be liable for

  1. indirect, indirect, incidental or consequential damages, including, without being exhaustive herewith, financial or commercial losses, loss of profits, increase in overhead costs, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims of Customer’s customers, disruption of scheduling, loss of expected profits, loss of capital, loss of customers, lost opportunities, loss of data, loss of benefits, impairment and loss of files arising out of the performance of current Agreement,
  2. damages caused by Customer’s fault or negligence,
  3. compensation for all direct and indirect damages caused by the use of the result of the Services,
  4. compensation for all direct and indirect damage caused in whole or in part by software or hardware supplied or made by third parties, or by any other element brought into the Customer’s business after the conclusion of the Agreement,
  5. all claims by third parties against the Customer.

11. Protection of personal data

The Customer acknowledges that Liquisens transfers to Liquisens the personal data that the Customer provides when creating an account or for the preparation of an Offer or invoice (“Customer Data”) in order to allow Liquisens to perform the Agreement. The processing of the Customer Data is done in accordance with the provisions of the Privacy Statement.

12. Force majeure

Neither Party shall be bound to fulfill any obligation if prevented from doing so as a result of Force Majeure. If a Force Majeure situation lasts longer than sixty (60) calendar days, either Party shall have the right to terminate the Agreement in writing. What has already been performed under the Agreement shall in that case be settled proportionately without the Parties owing each other anything else.

13. Non-recruitment

13.1. The Customer agrees not to actively approach Liquisens’ Employees, directly or indirectly, for the purpose of engaging or collaborating with them, and this from the beginning of performance of the Services until twelve (12) months after the end date of the Services and/or termination of the Agreement, whichever is later, except if both Parties agree otherwise in writing.

13.2. If the Customer contracts, hires or uses the services of any Employee of Liquisens, in employment and/or on an independent basis and/or through a corporation, the Customer shall pay to Liquisens an amount equivalent to six (6) monthly salaries/monthly fees of such Employee. Such sum shall be payable on the date the Employee was first engaged or his services were used.

14. General provisions

14.1. The present Agreement is subject to Belgian law. In case of disputes concerning the execution and/or interpretation of the present Agreement that cannot be settled amicably, they shall be submitted to the competent court in the judicial district where Liquisens’ registered office is located.

14.2 Neither this Agreement nor the rights or obligations arising from it may be assigned in whole or in part without the express and written consent of both Parties.

14.3. The possible nullity of one of the provisions of this Agreement, or part of a provision, shall in no way affect the validity of the rest of the provision and the other clauses. The Parties shall make every effort, by mutual agreement, to replace the void clause with a valid clause having the same or substantially the same economic impact as the void clause.

14.4. No Party shall be deemed to have waived any right or claim under this Agreement or concerning any default of the other Party unless such waiver is expressly made and communicated in writing.

In the event that a Party, in application of the preceding paragraph, waives any particular right or claim under this Agreement that has its origin in a default or other breach of contract of the other Party, such waiver shall never be construed as a waiver of any other right or claim under this Agreement or concerning a default or other breach of contract of another Party, even if the two cases are substantially similar.

14.5. In case of contradiction between the General Conditions and the Quotation, the Quotation shall prevail over these General Conditions. In case of contradiction between Quotation or these General Conditions and the Terms and Conditions of the External Supplier, the Terms and Conditions of the External Supplier shall prevail.

14.6. These General Terms and Conditions together with the Quotation contain the complete representation of the rights and obligations of the Parties, and supersede all previous agreements and proposals, whether oral or written. Deviations from and additions to this Agreement shall only be valid if agreed in writing between the Parties. The applicability of purchasing or other conditions of the Customer are expressly rejected, even if these conditions would stipulate otherwise.

14.7. All notices, requests and other communications under this Agreement (excluding day-to-day operational communications) shall be in writing by registered mail with return receipt requested or by any other means of communication customarily and agreed upon between the Parties.

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