General Terms and Conditions
ARTICLE 1. APPLICABILITY OF GENERAL TERMS AND CONDITIONS
1.1. These general terms and conditions apply to all offers, products, and services, and to all agreements with BV Mantis Consulting, even if conflicting provisions are stated on the client's documents. By placing an order, the client accepts the general terms and conditions of BV Mantis Consulting. Unless expressly agreed otherwise, the applicability of any purchase or other conditions of the client is explicitly rejected.
1.2. If changes are made, they will take effect thirty days after their publication on the website of BV Mantis Consulting (www.mantisconsulting.be) and/or notification to the client. If a change is reasonably unacceptable, the client is entitled to terminate the agreement – the agreement will then terminate on the thirtieth day after the client sends notification of their wish to terminate.
ARTICLE 2. OFFERS AND QUOTATIONS – ORDER CONFIRMATION
2.1. All offers and quotations from BV Mantis Consulting are non-binding until accepted by the client. All offers and quotations from BV Mantis Consulting remain valid for thirty days from the date of issue; thereafter, they are for informational purposes only. All prices are always in EURO, and exclude VAT and/or other taxes, which are to be borne by the client (unless otherwise stated).
2.2. The agreement is only concluded when the client signs the offer without changes for approval and returns it to BV Mantis Consulting within thirty days. Any order or order confirmation by the client binds both the client and BV Mantis Consulting to the agreement. The agreement supersedes all previously concluded oral and/or written agreements. The execution of the order commences upon receipt of the advance payment.
2.3. The agreement must contain a clear project description, which is accepted upon signing the agreement. See Article 4. Additional work, changes, and additions to the services.
2.4. If, after the conclusion of an Agreement, there is a change in the prices of materials or raw materials, taxes, or other price-determining factors for BV Mantis Consulting, which increases the cost price for BV Mantis Consulting compared to the moment the Agreement was concluded, BV Mantis Consulting is entitled to pass on this price increase to the client, even if this increase was foreseeable but not yet precisely determinable at the time the Agreement was concluded.
2.5. If the Agreement provides for a price on a time and materials basis, the amount owed by the Client will be determined by post-calculation based on the rates customary at BV Mantis Consulting at that time.
2.6. With regard to changes to the Agreement made at the express request of the Client, BV Mantis Consulting is entitled to charge the Client for all additional costs caused by such changes. Should BV Mantis Consulting deem it necessary to perform additional work, it will communicate this in writing to the Client, along with a price quotation for said additional work. Unless the Client communicates their disagreement in writing to BV Mantis Consulting within 8 days of such notification, the Client will be deemed to agree to the specified additional work and corresponding price.
ARTICLE 3. CANCELLATION OF THE ORDER
3.1. Cancellation of an order by the client is possible upon payment of compensation amounting to 20% of the agreed price, with a minimum of 500 euros, and as long as the work by BV Mantis Consulting has not yet commenced. If the work has already commenced, the 20% compensation will be increased by the amount for services already rendered.
3.2. If BV Mantis Consulting is unable to execute the agreement due to force majeure, even if the force majeure does not lead to a permanent and/or absolute impossibility of execution, BV Mantis Consulting has the right to cancel the contract by signed written notification to the client, stating the reason preventing the execution of the contract. In that case, the client is not entitled to compensation.
ARTICLE 4. ADDITIONAL WORK, CHANGES AND ADDITIONS TO THE ACTIVITIES
4.1. If a fixed price has been agreed upon with the client, this fixed price will only relate to the activities and services of BV Mantis Consulting described in the agreement. By signing the agreement, the client therefore accepts the activities described therein. Any and all changes/deviations/additions to the agreed activities during and/or after the project will be carried out on a time and materials basis at the hourly rate applicable at that time, unless otherwise agreed.
The following circumstances are examples that give rise to additional work:
- Expansion/modification/deviation of requirements and wishes for the assignment, after it has been approved by the client.
- Client requirements, wishes, preconditions, or expectations that were not, or not fully, or insufficiently clearly communicated to BV Mantis Consulting at the time the agreement was entered into.
- Defects and shortcomings in products or services of third parties, which BV Mantis Consulting could not reasonably foresee or over which BV Mantis Consulting has little or no influence.
- Insufficient cooperation from the client in the execution of the agreement.
ARTICLE 5. CLIENT COOPERATION AND DELIVERY
The client is obliged to timely provide all information and documents, including those of which the client only becomes aware during the term of the agreement, that are necessary for the execution of the agreement. The client is responsible for the accuracy and completeness of the information provided by them, and BV Mantis Consulting cannot be held liable in any way for any damage resulting from incorrect or incomplete information provided by the client.
5.2. The delivery date and communicated deadlines are for informational purposes only, are provided as an indication, and are not binding on BV Mantis Consulting. Exceeding the delivery date and deadlines does not entitle the client to compensation, price reduction, or termination of the agreement.
If the parties have expressly agreed upon a binding delivery period, this period may be extended if the client fails to provide requested and necessary information, documents, originals, or images in a timely manner.
ARTICLE 6. RISK
6.1. All goods belonging to the client that are with BV Mantis Consulting in connection with the current agreement are stored at the client's risk.
ARTICLE 7. PAYMENT TERMS
7.1. Unless otherwise agreed or stated on the invoice, invoices are payable to the account number of BV Mantis Consulting no later than thirty days after the invoice is sent. Disputes must be communicated to BV Mantis Consulting by registered letter within seven working days of the invoice being sent. A dispute can under no circumstances justify a deferral or suspension of payment.
7.2. If the client fails to make payment within five working days of receiving a reminder from BV Mantis Consulting, the client shall owe BV Mantis Consulting default interest at the interest rate specified in Article 5 of the Law of 02/08/2002 on Combating Late Payment in Commercial Transactions. A fixed compensation of 10% of the invoice amount, with a minimum of 125 euros, will also be charged. The interest due will be calculated from the date of the reminder until full payment. Furthermore, BV Mantis Consulting reserves the right to suspend the further execution of its obligations until the client has paid the overdue invoices. Any delay in payment by the client renders all outstanding amounts immediately due and payable. In such a case, the client may not use the documents or advice provided by BV Mantis Consulting.
7.3. Until the client has paid the full contract amount, BV Mantis Consulting retains full (intellectual) ownership of the delivered products or services, even if these products or services were transferred in an incomplete form. All risks, however, remain with the client. The client undertakes to present these terms of sale to any public official who might seize the not yet fully paid products and services for the benefit of third parties.
7.4. Projects, products, and services paused by the client do not give rise to a suspension of payment.
7.5. In the event of non-payment of the invoice within the stipulated period, the client explicitly declares that BV Mantis Consulting is entitled to terminate the agreement with immediate effect and/or to block access to the services, wholly or partially, temporarily or not. This is without the client being able to claim reimbursement of prepaid fees or any compensation whatsoever. In this case, BV Mantis Consulting will inform the client thereof. Furthermore, BV Mantis Consulting is entitled to terminate the agreement without further notice of default and by operation of law with immediate effect if the client has been declared bankrupt, the client has requested or accepted a judicial composition, or, more generally, the client is in default of payment.
ARTICLE 8. LIABILITY
8.1. BV Mantis Consulting undertakes to perform all services to be provided with due care. All services provided by BV Mantis Consulting are best-effort obligations. BV Mantis Consulting is not liable for errors in execution due to insufficient or incorrect input by the client. Upon delivery of a product or service, we provide a transparent transfer. Calculation tools or software developed by BV Mantis Consulting are never shared with third parties; only the conclusions that may arise from them, based on the scope of the agreed assignment, are shared.
8.2. BV Mantis Consulting cannot be held liable for any error (even a gross error) by itself or its appointees, except in cases of fraud. Regardless of the cause, form, or subject of the claim invoking liability, BV Mantis Consulting shall in no event be held liable for any consequential damages such as, for example, loss of anticipated profit, decrease in turnover, increased operational costs, loss of clientele, which the client or third parties might suffer as a result of any error or negligence by BV Mantis Consulting or an appointee.
8.3. The liability of BV Mantis Consulting with respect to services delivered to the client is in any case limited to either the refund of the price paid by the client or the re-performance of the services, at the discretion of BV Mantis Consulting. The total liability of BV Mantis Consulting shall never exceed the price paid by the client to BV Mantis Consulting for the services that gave rise to the claim. The client indemnifies BV Mantis Consulting against any third-party claim, even after the termination of the agreement.
8.4. Regarding services originating from third-party suppliers, BV Mantis Consulting accepts no liability beyond or other than the liability that the third-party suppliers are willing to accept for their products or services.
8.5. Without prejudice to Article 7, the following applies to software: the flawless operation of a computer configuration (the entirety of hardware and software) can never be fully guaranteed, due to both external factors (power outage or disruption, lightning strike, etc.) and factors inherent to the computer configuration (defects, network disruptions, undiscovered errors in system and application software, etc.), which may lead to unexpected loss of (even all) programs and/or data. The client undertakes to install appropriate mechanisms for the security, storage, and recovery of data.
8.6. BV Mantis Consulting cannot be held responsible for inaccuracies or deficiencies in the data as stated in the products or services delivered by BV Mantis Consulting. BV Mantis Consulting is not responsible towards users or third parties for any direct, indirect, incidental damage, loss of profit, or for any damage caused by its negligence or oversight in providing, compiling, assembling, writing, and interpreting information.
8.7. BV Mantis Consulting cannot be held liable for any damage caused by working on-site (at a client's premises) in the context of an ongoing assignment, unless the client can demonstrate that the damage was caused intentionally.
ARTICLE 9. INTELLECTUAL PROPERTY RIGHTS
9.1. Intellectual Property Rights shall mean: all intellectual, industrial, and other property rights (whether registered or not), including, but not limited to, copyrights, neighboring rights, trademarks, trade names, logos, designs, (calculation) models and tools, patents, patent applications, know-how, as well as rights to databases, computer programs, and semiconductors.
9.2. The client shall at all times respect the Intellectual Property Rights of BV Mantis Consulting and make reasonable efforts to protect those rights. The client shall immediately notify BV Mantis Consulting of any infringement by third parties of BV Mantis Consulting's Intellectual Property Rights of which they become aware.
ARTICLE 10. TERMINATION OF THE AGREEMENT
10.1. If the client commits a serious contractual breach that the client fails to remedy within five days of receiving a registered notice of default, BV Mantis Consulting has the right to either suspend the agreement until the client has fulfilled its obligations, or to terminate the agreement with immediate effect. Non-payment of one or more invoices by their due date shall always be considered a serious contractual breach.
10.2. In the event of early termination of the agreement, the client shall pay for all services rendered by BV Mantis Consulting, as well as the costs incurred by BV Mantis Consulting as a result of this early termination, plus a fixed compensation of 10% of the amount that BV Mantis Consulting could still have invoiced the client had the agreement been fully executed. Any advance payment made shall in any case remain vested in BV Mantis Consulting. Furthermore, BV Mantis Consulting reserves the right to claim higher compensation if it proves that its actual damages are greater than the fixed damages as stipulated above.
10.3. Each party agrees to grant the other party a reasonable period to remedy any shortcomings and to always first seek an amicable settlement.
ARTICLE 11. FORCE MAJEURE
11.1. Force majeure situations such as strikes, public unrest, administrative measures, and other unexpected events beyond BV Mantis Consulting's control shall release BV Mantis Consulting from its obligations for the duration and extent of the impediment, without the client being entitled to any price reduction or compensation.
ARTICLE 12. NULLITY
12.1. If any provision of these general terms and conditions is null and void, the remaining provisions shall remain in full force and effect, and BV Mantis Consulting and the client shall replace the void provision with another provision that approximates the purpose and scope of the void provision as closely as possible.
ARTICLE 13. APPLICABLE LAW – COMPETENT COURT
13.1. Belgian law applies to BV Mantis Consulting's agreements. Any dispute regarding the conclusion, validity, execution, and/or termination of this agreement shall be settled by the competent court in Ghent.
ARTICLE 14. PROCESSING OF PERSONAL DATA
14.1. Insofar as the client processes personal data on BV Mantis Consulting's server or email marketing accounts, BV Mantis Consulting acts as a processor. The client acts as the data controller for the processing of personal data within the meaning of the Personal Data Processing Act. The client declares to fully comply with the obligations incumbent upon the data controller, as stipulated in this act.
14.2. In the context of services for the client, BV Mantis Consulting processes personal data of the contact persons provided by the client. The contact details of these individuals are processed for client management purposes, i.e., to communicate with the client regarding the services. The contact persons have a right to access and rectify their data.
ARTICLE 15. CONFIDENTIALITY OBLIGATION
15.1. The parties undertake to keep confidential the commercial and technical information and trade secrets they learn from the other party, even after the termination of the agreement, and to use them solely for the execution of the agreement.
ARTICLE 16. REFERENCE
16.1. The client agrees that the work performed by BV Mantis Consulting for the client will be included in BV Mantis Consulting's (online) reference portfolio, unless explicitly agreed otherwise in writing.
ARTICLE 17. USER TERMS
17.1. The client shall refrain from using or allowing the services to be used for unlawful acts, committing criminal offenses, and/or for acts that violate these user terms or the general terms and conditions.
17.2. Without prior written consent from BV Mantis Consulting, the client is not entitled to transfer any rights and obligations arising from this or any other agreement to third parties.
17.3. The client is responsible and liable for any use of the services provided, including the confidentiality and use of their login details, access codes, email addresses, etc.
17.4. The BV Mantis Consulting network, rented infrastructure, and provided services and products may under no circumstances be used for storing or distributing illegal materials and/or software. If BV Mantis Consulting identifies such practices, it will immediately cease the service in question and inform the client in writing. Furthermore, the competent authorities will be informed immediately.
17.5. The distribution, making available, and offering of copyrighted material such as video footage, music, texts, images, etc., without the prior consent of the author via BV Mantis Consulting's infrastructure, is also considered an illegal activity. Should the client place material on the software/application developed by BV Mantis Consulting or provide it to BV Mantis Consulting with the aim of placing it on or processing it within the software/application, the client guarantees to possess all rights, including reproduction rights, to the material (such as texts, translations, documents, photos, videos, graphic elements, etc.).
17.6 Non-solicitation clause - Mantis Consulting's employees are exclusively in its service. Consequently, the client undertakes, both during the collaboration with BV Mantis Consulting and for a period of twelve (12) months after the termination of the collaboration, not to recruit or in any way, directly or indirectly, collaborate with any employee, independent contractor, consultant, or other person who is (or was) directly or indirectly involved in the provision of services by BV Mantis Consulting, outside the scope of the agreement between the client and BV Mantis Consulting.
In the event of a breach of this provision, the client shall owe compensation equal to the amount of the last gross annual salary of the recruited employee.
