General Terms and Conditions of Lexerta Belgium BV

1. General

1.1. These general terms and conditions, together with the terms and conditions of use, apply to all Agreements, offers and quotations under which Lexerta Belgium undertakes to perform work for and/or provide services to a legal entity or natural person, hereinafter referred to as “the Client”, who undertakes to pay a price for this in cash.

1.2. If the Client has concluded an Agreement once with Lexerta Belgium to which these general terms and conditions apply, these general terms and conditions shall then also be applicable to every subsequent Agreement with Lexerta Belgium, even where no express reference was made in this respect when the Agreement in question was entered into.

1.3. The stipulations laid down in these general terms and conditions are drafted in part for the benefit of directors and employees of Lexerta Belgium and, if and where necessary, other auxiliary personnel involved in the performance of the Agreement.

1.4. The applicability of the Client’s general terms and conditions is expressly rejected by Lexerta Belgium in advance.

1.5. Lexerta Belgium has the right to alter these general terms and conditions. The Client is deemed to have accepted any modification of these general terms and conditions if it has failed to notify Lexerta Belgium of its objections in writing within seven days of having been given written notice by Lexerta Belgium of these changes.

1.6. In the event of the Agreement containing provisions that are at variance with these general terms and conditions, the Agreement’s provisions shall take precedence.

1.7. Should these general terms and conditions be translated into a language (or languages) other than Dutch, the Dutch version shall at all times be peremptory in the event of any differences.

2. Definitions

Services means the services offered by Lexerta Belgium;
Client means any natural person in pursuance of a profession or company or legal entity that has entered into an Agreement with Lexerta Belgium or is intending to do so;
Agreement means the written assignment agreement or contract for services between the Client and Lexerta Belgium laying down the specific terms and conditions and circumstances under which Lexerta Belgium will perform work for the Client;
Lexerta Belgium means the private limited liability company Lexerta Belgium B.V.;
Written means in writing, by e-mail, via the Lexerta Belgium website or by way of another electronic means agreed upon between the Client and Lexerta Belgium enabling notifications to be stored and made readable within a reasonable period.

3. Establishment and content of the Agreement

3.1. All Lexerta Belgium’s offers and quotations are noncommittal and may be revoked by Lexerta Belgium at any time, even after the offer has been accepted by the Client.

3.2. The Agreement between the Client and Lexerta Belgium comes into being either by means of the Client signing and returning the offer that Lexerta Belgium has sent it, or by means of the Client signing and returning the order form or assignment form that Lexerta Belgium has sent it.

3.3. The Parties agree on the term, the rate and more specific conditions in the Agreement.

4. Performance of the Agreement

4.1. The Client is obliged to lend all the necessary cooperation with a view to the correct and timely performance of the Agreement. The Client is responsible for the correctness, completeness and reliability of the data it/he has provided or that have been furnished on its/his behalf. At the Client’s request, once the Agreement has been carried out Lexerta Belgium shall return to the Client any documents that the latter had placed at its disposal.

4.2. Lexerta Belgium performs the Agreement in accordance with the applicable (professional) regulations and will carry out the work to the best of its ability, demonstrating scrupulousness and conscientiousness as a service provider. Lexerta Belgium is entitled to have the work carried out by another party, in consultation with the Client.

4.3.  An agreed delivery/completion period only counts as a target lead-time and not as a final date. Except where expressly stipulated otherwise in the Agreement, the delivery/completion period does not concern an essential commitment on the part of Lexerta Belgium.

4.4. All obligations on the part of Lexerta Belgium vis-à-vis the Client are to rank as obligations of best effort. Lexerta Belgium cannot guarantee the result of the obligation(s) it has fulfilled and/or has to fulfil.

5. Price and payment

5.1. The Client is under an obligation to pay Lexerta Belgium a fee, as agreed in the Agreement. In addition Lexerta Belgium shall be entitled to charge the Client for expenses it has incurred during performance of the Agreement. Lexerta Belgium is entitled to adjust the agreed rates every year as a result of market developments, inflation, etc., by a maximum of 5%. All rates are quoted exclusive of VAT and any other taxes, levies or charges.

5.2. The Client is obliged to pay the fee it is charged within 30 days of the invoice date, without any deduction, discount or offsetting. This term of payment is a statutory limit. The Client does not have the right to plead deferment in respect of the invoice payment obligation. Once the term of payment has elapsed, the Client is obliged to pay Lexerta Belgium the following sums, calculated on the basis of the principal amount, including VAT: (i) interest of 1% per month, (ii) reimbursement of extra-judicial collection charges, the latter amounting to at least 15% of the principal amount payable including VAT, subject to a minimum of €200.00, and (iii) reimbursement of the judicial costs actually incurred, including all expenses charged by consultants, lawyers and external experts. All this is without prejudice to Lexerta Belgium’s other statutory and contractual rights.

5.3. The price charged is immediately due and payable if the Client files a petition in bankruptcy or a petition for liquidation, or is declared bankrupt or in a state of liquidation, if the Client requests or secures the (temporary) application of a judicial reorganisation procedure, if an attachment order is placed on all or some of the Client’s property, in the event of the Client’s death or winding-up, or should other circumstances come to Lexerta Belgium’s attention after conclusion of the Agreement that give Lexerta Belgium good cause to fear that the Client will not meet his/its obligations.

5.4. Lexerta Belgium is entitled at all times to ask the Client to provide security to vouchsafe the latter’s observance of the (payment) obligations. Lexerta Belgium is entitled at all times to suspend its obligations pursuant to the Agreement until such a time as the security it has requested has been provided by the Client.

6. Complaints

6.1. The Client should immediately check the work performed and the documents received from Lexerta Belgium, and where appropriate services rendered, for correctness and comprehensiveness, and notify Lexerta Belgium of any complaints in writing as soon as possible, at the latest within one month of the work performed and/or receipt of the documents. After this any rights to which it may be entitled in this respect shall lapse, including, although not exclusively restricted to, the right to performance and compensation on account of a shortfall in performance, unless the Client can demonstrate that it was not reasonably able to ascertain the shortcoming earlier.

6.2. The unchallenged retention or payment of invoices also implies that the Client agrees with the correctness and completeness of the work performed and the invoiced amount, thereby meaning that any rights to which it may be entitled in this respect as well, including but not exclusively restricted to the right to performance and compensation on account of a shortfall in performance, shall lapse.

6.3. If the Client has served notice of a complaint in a timely fashion, as described in Article 6.1, Lexerta Belgium and the Client shall confer with each other as quickly as possible. Complaints do not suspend payment obligations.

7. Force majeure

7.1. Force majeure is involved in cases where Lexerta Belgium is hampered in the fulfilment of its obligations stemming from the Agreement or the preparation thereof as a result of circumstances over which it cannot reasonably exert any influence. Force majeure is in any case understood to cover: (i) failure on the part of one or more of Lexerta Belgium’s suppliers to deliver on time, (ii) defectiveness of third parties’ property, hardware, software or materials of which Lexerta Belgium makes use, (iii) government measures, (iv) power failure, (v) war, (vi) sit-in, (vii) strike, (viii) general transport problems, (ix) an outbreak of a disease, (x) attacks by hackers, (xi) DDoS attacks, and (xii) the unavailability of one or more members of Lexerta Belgium’s staff for any reason whatsoever.

7.2. Lexerta Belgium is not obliged to fulfil any obligation during the period in which it is prevented from meeting its obligations by a case of force majeure. An agreed delivery period will be extended by the length of this period.

7.3. If the delivery period is put off by more than three months due to force majeure, both Lexerta Belgium and the Client shall be authorised to partially dissolve the Agreement in respect of the part that has not been performed, without either Lexerta Belgium or the Client being bound in respect of each other to pay any compensation on any grounds whatsoever.

8. Intellectual property rights

8.1. Lexerta Belgium’s intellectual property rights to everything with which it supplies the Client in execution of the Agreement between the Client and Lexerta Belgium, including in any case illustrations, designs, processes, models and domain names, continue to be held by Lexerta Belgium and may only be used by the Client in order to carry out the Agreement between Lexerta Belgium and the Client. When the Agreement has come to an end, the documents and information in question will be returned to Lexerta Belgium at the latter’s first request.

8.2. When intellectual property rights come into being during performance of the Agreement between Lexerta Belgium and the Client, such intellectual property rights, including copyright, shall be held by Lexerta Belgium. Insomuch as intellectual property rights accrue to the Client pursuant to the law, the Client shall transfer these intellectual property rights in advance to Lexerta Belgium and shall if necessary lend its cooperation for the purposes of this transfer and moreover grant an irrevocable power of attorney, in advance, authorising Lexerta Belgium to do whatever is necessary to see to it that the intellectual property rights end up in Lexerta Belgium’s ownership. Insofar as is legally permitted, the Client shall waive any rights relating to personality it might still hold or shall undertake not to exercise these rights in economic dealings.

8.3. If Lexerta Belgium grants the Client a right of use, this shall always be on the basis of a non-exclusive and non-transferable licence that is limited to the agreed use. In the absence of a pre-agreed length of use, the right of use of Lexerta Belgium’s intellectual property rights is in any case limited to the term of the Agreement between Lexerta Belgium and the Client, or the length of time during which the Client buys products from Lexerta Belgium. A licence from Lexerta Belgium may be terminated with immediate effect at any time, without Lexerta Belgium being obliged to pay the Client any kind of compensation whatsoever.

8.4. After the cancellation, dissolution or termination of a longstanding commercial relationship between the Client and Lexerta Belgium, the Client shall, at Lexerta Belgium’s first request, see to it that no economic association is assumed in the economic dealings between the Client and Lexerta Belgium. To this end the Client shall take all the necessary steps, including although not restricted to the following:

1. Cessation of the use of recognisable features of Lexerta Belgium in economic dealings, such as one of the Client’s domain names;
2. Cessation of use and the transfer of a domain name, trade name or brand containing a recognisable feature of Lexerta Belgium, to Lexerta Belgium;
3. Avoidance of advertising messages that could lead to a risk of confusion, such as the use of recognisable features that are similar to a recognisable feature of Lexerta Belgium;

8.5. All information that is not accessible to the public concerning the Client’s and Lexerta Belgium’s business process is deemed to be confidential information. The Client and Lexerta Belgium shall refrain from sharing such confidential information with third parties and shall also not use it for the purposes of their own business practice, unless this is necessary for the fulfilment of a commitment between the Client and Lexerta Belgium.

8.6. In the event of infringement of Articles 8.1, 8.2, 8.4 and 8.5, the Client shall be liable for payment of a penalty of €50,000.00 to Lexerta Belgium per infringement, without any official notice of default having to be served, without prejudice to Lexerta Belgium’s right additionally to claim full compensation with interest and expenses. A penalty paid or payable does not serve to reduce any compensation with interest and expenses that is payable.

9. Liability and protection

9.1. Lexerta Belgium expressly rules out any liability and/or strict liability for direct loss or damage, indirect loss or damage, consequential loss or damage, loss consequential on business interruption, loss of profit, savings missed out on, reduced goodwill, loss or damage due to business stagnation, contamination or loss of data, damage to crops and all other forms of direct and/or indirect loss or damage occasioned by Lexerta Belgium, its subordinates and/or auxiliary personnel whose services it has deployed, unless the loss or damage in question was brought about by design or deceit.

9.2. In any case the compensation shall be limited to the invoice amount (excluding VAT) for the performed service from which the liability arises, or at least in connection with which the liability has come into being, subject to a maximum of the amount to be invoiced annually. Compensation for the loss or damage shall in any case be limited to the amount paid out under Lexerta Belgium’s liability insurance as and when the occasion arises, plus the amount of the policy excess payable by Lexerta Belgium pursuant to the applicable insurance contract in the case in question.

9.3. The Client shall, at first request, fully safeguard Lexerta Belgium against all third-party claims addressed to Lexerta Belgium in respect of any matter for which liability is ruled out in these general terms and conditions.

10. Privacy

10.1. When Lexerta Belgium or the Client receives personal data supplied by the other party during performance of the Agreement, and then in turn processes them, it shall process these personal data in a proper and conscientious manner and observe the statutory provisions stemming from the General Data Protection Regulation.

10.2. If Lexerta Belgium or the Client is deemed to be a processor of personal data within the meaning of the General Data Protection Regulation, Lexerta Belgium and the Client shall agree on a Data Processing Agreement in writing that complies with the provisions of the General Data Protection Regulation.

10.3. Lexerta Belgium and the Client shall inform each other within five (5) working days of any request and/or complaint from the supervisory authority or the data subject with regard to the personal data processed during performance of the Agreement. Lexerta Belgium and the Client shall lend each other the necessary cooperation to satisfactorily answer requests from data subjects or the supervisory authority.

10.4. The Client shall safeguard Lexerta Belgium against administrative, reparatory and punitive penalties imposed upon Lexerta Belgium in the context of data processing carried out by Lexerta Belgium during performance of the Agreement.

11. Termination of the Agreement

• If the Client and Lexerta Belgium have entered into a fixed-term Agreement, early termination of the Agreement before the expiry date is not possible. If notice to terminate the Agreement has not been served, in the form of a written statement, by either the Client or Lexerta Belgium at least one month before the end of the agreed fixed term thereof, the Agreement shall be tacitly renewed for the same term.
• If the Client and Lexerta Belgium have entered into an Agreement for an indefinite period, the Client and Lexerta Belgium can give notice to terminate the Agreement by means of a written statement by the end of a calendar year, in observance of a period of notice of three months.

12. Dissolution of the Agreement

12.1. The Agreement can be dissolved by Lexerta Belgium with immediate effect, and without official notice of default having to be served, by means of a written statement sent to the Client, if the Client fails to observe one or more of the provisions of the Agreement or these general terms and conditions, without prejudice to Lexerta Belgium’s right to claim compensation from the Client.

12.2. The Agreement can moreover be terminated with immediate effect by Lexerta Belgium, and without official notice of default having to be served, by means of a written statement sent to the Client, if:

1. The Client files a petition for liquidation (or a petition in bankruptcy), or is declared to be in a state of liquidation (or bankrupt);
2. The Client requests or secures a judicial reorganisation procedure;
3. An attachment order is placed on all or part of the Client’s property;
4. The Client dies;
5. The Client is wound up;
6. Other circumstances come to Lexerta Belgium’s attention (such as a serious offence or deceit) after the Agreement has been entered into, which give Lexerta Belgium good grounds to fear that the Client will not honour its/his obligations; All the foregoing are without prejudice to Lexerta Belgium’s right to claim compensation from the Client.

13. Transferability of rights and obligations

13.1. The Client may not transfer amounts receivable from Lexerta Belgium, on any account whatsoever, to a third party. Such accounts receivable are expressly non-transferable.

13.2. The Client is not permitted, without Lexerta Belgium’s prior written approval, to transfer any obligation deriving from the Agreement and/or these general terms and conditions, to a third party.

14. (Partial) nullity or voidability

Should a provision contained in these terms and conditions be null and void or voidable, this does not result in these general terms and conditions becoming null and void or voidable in their entirety or another provision contained therein being (partially) null and void or voidable. Should a provision contained in these terms and conditions prove to be null and void or voidable (and subsequently be annulled), Lexerta Belgium shall replace it with a valid clause that comes as close as possible to conveying the purport of the provision that is null and void or has been annulled.

15. Extinction of right, applicable law and extension of scope of jurisdiction

15.1. Insofar as is not stated otherwise in these general terms and conditions, all rights of action held by the Client vis-à-vis Lexerta Belgium shall in any case lapse one year after the day on which the right of action came into being, unless the action or actions has/have been brought before the competent court within this period.

15.2. Solely Belgian law is applicable to all legal relations between Lexerta Belgium and the Client.

15.3. Any disputes that may arise as a result of the relations between Lexerta Belgium and the Client that are governed by these general terms and conditions, shall be subject solely to the judgement of the Belgian courts, specifically the courts of Antwerp, Antwerp division.