Terms and conditions

Article 1.  Application 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 though conflicting provisions are stated on documents of the customer. By placing an order, the customer accepts the general terms and conditions of BV Mantis Consulting. Unless expressly agreed, the applicability of any purchase or other conditions of the customer is explicitly rejected.

1.2. If changes are made, they will appear on the website of BV Mantis Consulting (www.mantisconsulting.be) and/or to the customer himself in thirty days after their publication. If a change is not reasonably acceptable, the customer is entitled to terminate the agreement – the agreement will then end on the 30th day after sending the customer's wish to terminate.

Article 2.  Offers and quotations – order confirmation

2.1. All offers and quotations from BV Mantis Consulting are without obligation until the moment of acceptance by the customer. All offers and quotations from BV Mantis Consulting remain valid for thirty days after the date of preparation, after which they have only an informative value. All prices are always in EURO, and exclusive of VAT and/or other taxes, which are payable by the customer (unless stated otherwise).

2.2. The agreement is only concluded when the customer signs the quotation unchanged within thirty days before agreement and returns it to BV Mantis Consulting. Any order or order confirmation by the customer, the customer and BV Mantis Consulting commit to the agreement. The agreement supersedes all previously concluded oral and/or written agreements. The execution of the order starts from receipt of the advance.

2.3. The agreement must contain a clear project description and it is accepted when signing the agreement. See Article 4. Additional work, changes and additions to the work.

2.4 If, after the conclusion of an Agreement, a change occurs in the prices of (raw) materials, taxes or other price-determining factors for BV Mantis Consulting, as a result of which the cost for BV Mantis Consulting becomes higher than at the time of the conclusion of the Agreement, BV Mantis Consulting is entitled to pass on this price increase to the customer, even if this increase was already foreseeable, but could not yet be determined exactly at the time of the conclusion of this Agreement.

2.5. If the Agreement provides for an agreement on a time and materials basis, the amount owed by the Client will be determined by subsequent calculation based on the rates prevailing with BV Mantis Consulting at that time.

2.6. With regard to changes to the Agreement made at the explicit request of the Client, BV Mantis Consulting is entitled to charge the Client for all additional costs caused by that change. If BV Mantis Consulting is of the opinion that additional work must necessarily be carried out, it will inform the Client of this in writing, together with a quotation for said additional work. Unless the Client notifies BV Mantis Consulting of its non-agreement in writing within 8 days after notification thereof, the Client is deemed to agree to the stated additional work and corresponding price.

Article 3.  Cancellation of the order

3.1. The cancellation of an order by the customer is possible subject to payment of compensation of 20% of the agreed price, with a minimum of 500 euros and aslong as the work by BV Mantis Consulting has not yet started.

3.2. If BV Mantis Consulting, due to force majeure, is unable to execute the agreement,even if the force majeure does not lead to permanent and/or complete impossibility to execute, BV Mantis Consulting has the right to cancel the contract by signed written communication to the customer for the reason that prevents the execution of the contract. In that case, the customer is not entitled to compensation.

Article 4. Additional work, changes and additions to the work

4.1. If a fixed price has been agreed with the client, this fixed price will only relate to the activities and services of BV Mantis Consulting described in the agreement. The customer therefore accepts the work described therein when signing the agreement. Any changes/deviations/additions to the agreed work during and/or after the process will be carried out in direct at the hourly rate in force at that time, unless otherwise agreed.

The following circumstances are examples that can give rise to additional work:

·       Extension/modification/deviation of requirements and wishes to the assignment, after it has been approved by the client.

·       Requirements, wishes, preconditions or expectations of the client that have not been made known to BV Mantis Consulting, or not in full or in full, at the time of entering into the agreement.

·       Defects and shortcomings in products or services of third parties, which could not reasonably have been foreseen by BV Mantis Consulting or over which BV Mantis Consulting can exert little or no influence.

·       Insufficient cooperation of the client in the execution of the agreement.

Article 5. Customer cooperation and delivery

5.1 The customer is obliged to provide in a timely manner all information and documents, including those of which the customer is only aware during the duration of the agreement, that are necessary for the execution of the agreement. The customer is liable for the accuracy and completeness of the information provided by him and BV Mantis Consulting can in no way have any liability for any damage resulting from incorrect or incomplete information communicated by the customer.

5.2. The date of delivery and communicated deadlines are only informative and are only given as an indication and do not bind BV Mantis Consulting. Exceeding the date of delivery and the deadlines does not entitle the customer to compensation or price reduction, nor to dissolution of the agreement.

5.3. If the parties have explicitly agreed on a binding delivery period, this period can be extended if the customer fails to transfer requested and necessary information, documents, originals or images in a timely manner.

Article 6. Risk

6.1. All goods belonging to the customer who are at BV Mantis Consulting regarding the current agreement will be stored at the risk of the customer.

Article 7. Payment methods

7.1. Unless otherwise agreed or stated on the invoice, the invoices are payable on the account number of BV Mantis Consulting, at the latest thirty days after sending the invoice. Disputes must be made known to BV Mantis Consulting by registered letter within seven working days after the invoice has been sent. Under no circumstances can a dispute justify a deferral or suspension of payment.

7.2. If the customer does not pay within five working days after receipt of a reminder to this effect by BV Mantis Consulting, the customer owes BV Mantis Consulting a default interest at the interest rate stipulated in Article 5 of the Act of 02/08/2002 to combat late payment in Commercial Transactions. A flat-rate compensation of 10% of the invoice amount with a minimum of 125 euros will also be charged. The interest due is calculated from the date of reminder until full payment. In addition, BV Mantis Consulting reserves the right to suspend the further execution of its obligations until the customer has paid the expired invoices. Any delay in payment by the customer makes all sums due and payable at once. In that case, the customer may not use the documents or advice delivered by BV Mantis Consulting.

7.3. Until the customer has paid the full sum of the contract, BV Mantis Consulting retains the full (intellectual) property right to the delivered products or services, even if these products or services have been transferred in incomplete form. However, all risks are at the expense of the customer. The customer undertakes to show these terms of sale to any public official who would seize the products and services that have not yet been fully paid for the benefit of third parties.

7.4. Projects, products and services that have been put on pause by the customer do not give rise to suspension of payment.

7.5. In the event of non-payment of the invoice within the foreseen period, the customer explicitly declares that BV Mantis Consulting is entitled to terminate the agreement with immediate effect and/or to temporarily block access to the services in whole or in part and whether or not temporarily. This without the customer being able to claim reimbursement of prepaid fees or any compensation. In this case, BV Mantis Consulting will inform the customer. Furthermore, BV Mantis Consulting is entitled to terminate the agreement without further notice of default and by operation of law with immediate effect in the event that the customer has been declared bankrupt, the customer has requested or accepted ajudicial agreement, or more generally the customer is on strike.

Article 8. Liability

8.1. BV Mantis Consulting undertakes to perform all services to be provided with care. All performance of BV Mantis Consulting is an obligation of means - not result. BV Mantis Consulting is not liable for errors in the execution due to insufficient or incorrect input by the customer. After 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 can arise from them in function of the demarcation of the agreed assignment.

8.2. BV Mantis Consulting cannot be held liable for any error (even a gross error) of its appointees, except in the event of deception. BV Mantis Consulting will under no circumstances be held liable for any consequential damage such as loss of expected profit, decrease in turnover, increased operating costs, loss of clientele, which the customer or third parties would suffer as a result of any error or negligence of BV Mantis Consulting or an appointee.

8.3. The liability of BV Mantis Consulting with regard to services provided to the customer is in any case limited to either the refund of the price paid by the customer or the re-execution of the services, at the choice of BV Mantis Consulting. The total liability of BV Mantis Consulting will never exceed the price paid by the customer to BV Mantis Consulting for the services that gave rise to the claim. The customer indemnifies BV Mantis Consulting against any claim of third parties, even after the termination of the agreement.

8.4. As far as the services originating from third-party suppliers are concerned, 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 whole of hardware and software) can never be fully guaranteed, this is due both to external factors (power failure or failure, lightning strike,...) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software,...), so that o.m. unexpected loss of (even all) programs and/or data may occur. The customer undertakes action to install custom mechanisms for the security, retention and repair of data.

8.6. BV Mantis Consulting cannot be held responsible for the inaccuracies or shortcomings in the data as stated in the products or services delivered by BV Mantis Consulting. BV Mantis Consulting is not responsible to users or third parties for any direct, indirect, incidental damage, loss of profit or for any damage caused by its negligence or oblivion 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) as part 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 means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, related rights, trademarks, trade names, logos, drawings, (calculation) models and tools, patents, applications for patents, know-how, as well as rights to databases, computer programs and semiconductors.

9.2. The customer will respect the Intellectual Property Rights of BV Mantis Consulting at all times and make reasonable efforts to protect those rights. The customer will immediately inform BV Mantis Consulting of any infringement by third parties of the Intellectual Property Rights of BV Mantis Consulting of which he is aware.

Article 10. Termination of the agreement

10.1. If the customer is guilty of a serious contractual default that the customer does not recover within five days of receipt of a notice of default registered in the post, BV Mantis Consulting has the right to either suspend the agreement until the customer has fulfilled his obligations, or terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be considered a serious contractual default.

10.2. Upon early termination of the agreement, the customer will pay all services provided by BV Mantis Consulting, as well as the costs that BV Mantis Consulting must incur as a result of this early termination, plus a flat-rate compensation of 10% of the amount that BV Mantis Consulting could have invoiced to the customer if the agreement had been fully executed. In any case, any advance paid will remain acquired for BV Mantis Consulting. In addition, BV Mantis Consulting reserves the right to claim a higher compensation if it proves that its actual damage is greater than the flat-rate damage as stipulated above.

10.3. Each party accepts to grant the other party a reasonable period of time to remedy its possible 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 over which BV Mantis Consulting has no control, BV Mantis Consulting, for the duration of the nuisance and for their scope, release its obligations, without the right to any price reduction or compensation for the customer.

Article 12. Invalidity

12.1. If any provision of these general terms and conditions is null and void, the other provisions will remain in full force and BV Mantis Consulting and the customer will replace the void provision with another provision that approximates the purpose and scope of the void provision as much as possible.

Article 13. Applicable law– competent court

13.1. Belgian law applies to the agreements of BV Mantis Consulting. Any dispute relating to the conclusion, validity, execution and/or termination of this agreement will be settled by the competent court in Ghent.

Article 14. Processing of personal data

14.1. Insofar as the customer processes personal data on the server or e-mail marketingaccounts of BV Mantis Consulting, BV Mantis Consulting has the status of processor. The customer has the status of controller for the processing of personal data within the meaning of the Personal Data Processing Act. The customer declares to fully comply with the obligations that rest on the controller, as set out in this law.

14.2. In the context of the services for the customer, BV Mantis Consulting processes personal data of the contacts specified by the customer. The contact details of these persons are processed for the purpose of customer management, i.e. to contact the customer with regard to the services. The contacts have a right of access and improvement with regard to their data.

Article 15. Confidentiality

15.1. The parties undertake to keep the commercial and technical information and trade secrets they hear from the other party secret even after the termination of the agreement and to use it only for the execution of the agreement.

Article 16. Referencing

16.1. The customer agrees that the work performed by BV Mantis Consulting for the customer will be included in the (online) reference portfolio of BV Mantis Consulting, unless explicitly agreed otherwise in writing.

Article 17. Terms of Use

17.1. The customer will refrain from using or having the services used for unlawful acts, the commission of criminal offences and/or for acts that are contrary to these terms of use or the general terms and conditions.

17.2. The customer is not entitled to transfer any rights and obligations arising from this or any other agreement to third parties without the prior written permission of BV Mantis Consulting.

17.3. The customer is responsible and liable for any use of the services provided, including the confidentiality and use of his login data, access codes, e-mail addresses, etc.

17.4. The BV Mantis Consulting network, rented infrastructure and the provided services and products may under no circumstances be used for storing or distributing illegal materials and/or software. If BV Mantis Consulting determines such practices, it will proceed to an immediate cessation of the services in question and inform the customer in writing. The competent authorities will also be informed immediately.

17.5. The distribution, making available and offering of copyrighted material such as video images, music, texts, visual material, etc. without the prior permission of the author via the infrastructure of BV Mantis Consulting, is also considered an illegal activity. In the event that the customer places material on the software/application developed by BV Mantis Consulting or delivers it to BV Mantis Consulting for the purpose of placing or processing this on the software/application, he guarantees all rights, including reproduction rights, to have the material (such as texts, translations, documents, photos, videos, graphic elements,etc.).

17.6 Termination Clause - Mantis Consulting's employees work exclusively for Mantis Consulting. Consequently, the client agrees, both during the collaboration with BV Mantis Consulting and for a period of twelve (12) months following termination of the collaboration, not to recruit any employee, independent contractor, consultant, or other person directly or indirectly involved (or previously involved) in the performance of the services by BV Mantis Consulting, nor to collaborate in any way, directly or indirectly, outside the scope of the agreement between the client and BV Mantis Consulting.

In the event of a breach of this provision,the client will be liable for damages equal to the gross annual salary of theterminated employee.