Terms & Conditions –
DIBIZ BV
The legal relationship between DIBIZ BV, with head office at 9080 Lochristi, Bastelare 134, RPR Ghent, registered in the CBE and VAT register under number BE0743.585.865, email ellen@dibiz.be, tel. +32 473 17 41 41, I IBAN BE25 1431 1109 2282, BIC GEBABEBB, website https://www.dibiz.be (hereinafter referred to as ‘DIBIZ’) and the Customer, is governed by these General Terms and Conditions, possibly supplemented by specific conditions specific to the services (e.g. quotation) (together the ‘Agreement’).
These Terms and Conditions have the force of law in the relationship between DIBIZ and the Customer and supersede and replace all written or oral agreements, contracts, proposals, and commitments relating to the same subject matter that would precede the date of the final Agreement between the Parties.
1. Application
1.1. These Terms and Conditions apply to all services provided by DIBIZ to the Customer.
These services include, but are not limited to:
Digital Transformation Strategy (consulting),
Process Optimization and Automation (advices),
Change Management and Training (consulting),
Technology Implementation and Integration Services (project services),
Complementary Digital Marketing Services (project services).
These services will be further specified in a quotation (henceforth referred to as “the Quotation”).
1.2. These Terms and Conditions must be signed by the Customer upon confirmation of the Quotation. Acceptance of these Terms and Conditions is also implied by the normal performance of the services by DIBIZ, or they are deemed to have been accepted by the Customer if the Customer has not objected within a reasonable period of time after receipt, hereby set at 7 calendar days. The Customer hereby waives any general or special terms and conditions that it may mention on its own commercial documents or in its correspondence, with the exception of a mutual confidentiality agreement concluded by the Parties prior to the conclusion of this Agreement. Deviations from the Terms and Conditions are only possible with the prior written consent of DIBIZ.
1.3. DIBIZ reserves the right to amend or supplement the Terms and Conditions at any time, provided there is a valid reason for doing so. In particular, DIBIZ will comply with the provisions of Book VI of the Belgian Civil Code. Where applicable, the Customer will be notified of such amendments or supplements in writing. If the Customer does not object in writing to the change(s) or addition(s) within 14 calendar days of receiving this notification, they will be deemed to have accepted them.
1.4. The Customer is personally and solely responsible for the accuracy of all data that he provides and uses. By placing an order, whether or not via the website, the Customer confirms that they are a natural person, with the necessary power of representation and authority to act, legally competent, and at least 18 years of age. DIBIZ accepts no responsibility for orders placed by persons who do not meet these criteria or for incorrect information provided by the Customer.
1.5. If the Customer acts on behalf of a legal entity, he will at all times be held personally and jointly liable with the legal entity for outstanding invoices, if it transpires that the Customer was not authorized to act on behalf of the legal entity at the time of requesting the services or if the legal entity on behalf of which the agreement was signed renounces its obligation to pay.
2. Conclusion of the Agreement
2.1. Commercial documents and offers do not create any obligations on the part of DIBIZ. All quotations and price estimates are without obligation, both in terms of price, content, and execution period, and expire after 30 days, unless another expiration date has been agreed between the Parties. The Quotation is based on the information available to DIBIZ at that time from the (potential) Customer.
2.2. The Agreement between the Parties shall only be concluded when the Customer returns an (unmodified) signed Quotation, together with the Terms and Conditions signed by the Customer, to DIBIZ and this is validated with a confirmation sent by DIBIZ. This confirmation will be sent to the email address provided by the Customer. It is the Customer's responsibility to ensure that the messages do not end up in the spam folder. The Quotation and the Terms and Conditions can be signed by the Customer either physically or electronically.
3. Prices
3.1. DIBIZ will express the applicable prices in euros. The Parties agree that the applicable prices are those valid at the time of the conclusion of the relevant Agreement between DIBIZ and the Customer. The price indicated to the Customer by DIBIZ is the total price. The price indicated on the final Quotation constitutes the total price to be paid by the Customer, except in the event of a change to this price in accordance with Article 3.3. of these Terms and Conditions.
3.2. Unless otherwise specified in the Quotation, the services provided by DIBIZ will be invoiced on the basis of timesheets. Invoices will be based on timesheets that reflect the actual hours worked and materials used for the services provided.
3.3. Any price increase by, but not limited to, third-party suppliers or due to a change in legislation, and therefore entirely independent of the will of DIBIZ prior to the implementation date, may, by operation of law and without prior notice, result in a revision of the prices stated in the Agreement. Since DIBIZ implements this price adjustment provided it has a valid reason for doing so, in accordance with the relevant legal guidelines, such as Article VI.91/5 WER, the Customer is not entitled to terminate the Agreement or claim any compensation on this basis.
4. Location and infrastructure
4.1. The services will be performed, at DIBIZ's discretion and in consultation with the Customer, at the Customer's business location(s), at the home office of the consultant(s) deployed by DIBIZ, or at any other location that the Parties mutually agree is suitable for the performance of the Services in question.
4.2. If the services are performed at the Customer's business location(s), the Customer undertakes to provide DIBIZ's consultant(s) with adequate workspace, facilities, and access to systems, all of which are reasonably necessary for the proper performance of the agreed Services.
4.3. If the Parties agree that the services will be performed (in part) remotely, the Customer shall ensure that DIBIZ's consultant(s) can log in to the Customer's systems remotely in an adequate manner, insofar as this is necessary for the performance of the services. In this regard, the Customer shall provide the necessary technical facilities, such as secure VPN connections or other secure means of access, in accordance with the security standards applicable at the Customer.
4.4. Travel expenses and travel time in connection with travel to the Customer's business location(s) or to other agreed locations will, unless otherwise agreed in writing, be charged to the Customer at the rates stated in the Quotation.
5. Performance and cancellation of the Agreement
5.1. DIBIZ undertakes to make reasonable efforts to provide services that correspond to the description included in the Quotation.
5.2. The performance of the services shall start on the date specified in the Quotation, unless otherwise agreed. If DIBIZ requests an advance payment from the Customer, the services shall begin upon receipt of the invoiced advance payment.
5.3. The date of delivery of the services is only given as a target date and is not binding on DIBIZ. Delays in delivery do not entitle the Customer to compensation or a price reduction, nor to termination of the Agreement.
5.4. If the Parties have expressly agreed on a binding delivery period, this period shall be extended if the Customer fails to provide information, documents, originals, or images (in a timely manner), or if the Customer has requested additional services, and insofar as Article 7 has been complied with by the Customer.
5.5. The Customer may cancel a Quotation as long as DIBIZ has not yet started its work and provided that compensation of 20% of the agreed price is paid, taking into account the time already scheduled for this. If the Customer cancels the Quotation after DIBIZ has started work, the Customer will owe compensation to DIBIZ in accordance with Article 11.4. of this Agreement.
5.6. The Customer must notify DIBIZ of the cancellation of the Quotation by writing.
6. Acceptance of services
6.1. Once the services have been delivered, they shall be considered to have been accepted by the Customer.
6.2. In the event of a notification of non-acceptance by the Customer, DIBIZ will make reasonable efforts to remedy any shortcomings. If the Customer is of the opinion that the errors have not been adequately remedied, the Customer must notify DIBIZ in writing within 14 days of the adjustment.
6.3. If the period specified in Article 6.2 has expired, the services shall be deemed to have been accepted by the Customer.
6.4. The Customer remains responsible at all times for verifying the conformity of the services provided. Acceptance of the services provided constitutes confirmation of the conformity between the services ordered and those provided.
7. Payment and invoicing
7.1. DIBIZ invoices are payable in cash, unless otherwise agreed. DIBIZ reserves the right to request an advance payment of at least 30% of the agreed price for project services upon conclusion of each Quotation.
7.2. All invoices are payable within 30 calendar days of the invoice date by transfer to the DIBIZ account number stated on the Quotation or on the invoices. Each payment will be credited to the oldest overdue invoice, and first to any interest and costs owed. Any discounts granted will lapse if the Terms and Conditions are not complied with.
7.3. In the event of failure to pay within the specified period, the invoice amount shall be increased by operation of law and without prior notice of default by interest equal to 1% per month, calculated on the outstanding amount, with each month started being considered as having elapsed, and a fixed compensation of 12% on the amount of the unpaid invoices, with a minimum of EUR 150 as compensation for extrajudicial collection costs and contractual damages. All collection costs shall also be borne by the defaulting Customer.
7.4. If the Customer defaulted on paying one or more outstanding invoices from DIBIZ, DIBIZ reserves the right to suspend further performance of the services until all outstanding invoices have been paid (including the added compensation and default interest). In any case, the Customer shall owe all amounts due for the services provided and expenses incurred by DIBIZ, including (extra)judicial costs. DIBIZ also reserves the right to deny the Customer access to the services already provided in the event of non-payment.
7.5. In the event of non-payment, all amounts due may be recovered through legal action.
7.6. Any protest regarding an invoice must be sent to DIBIZ by registered letter within fourteen (14) calendar days of the invoice date. Protests sent after this date will be considered null and void.
8. Liability
8.1. DIBIZ shall provide the services in accordance with generally accepted professional practices, using reasonable care and skill as is customary among members of the profession under similar circumstances, and as a best efforts obligation.
8.2. Except in cases of intentional misconduct or gross negligence, or if mandatory provisions stipulate otherwise, DIBIZ's liability in any claim whatsoever shall be limited to compensation for direct damage suffered by the Customer. If DIBIZ's liability is upheld, compensation for this damage shall be limited to the amount paid out by DIBIZ's insurance.
8.3. Regardless of the cause, form, or subject matter of the claim invoking liability, DIBIZ shall in no event be liable for, among other things, damage or costs resulting from loss of profit, loss of data, loss of turnover, loss of reputation, business interruption, purchase of replacement services, regardless of whether certain persons are recruited, and/or losses suffered by the Customer or third parties, as well as material damage or personal injury resulting from the agreement, regardless of the legal basis or theory of liability, whether in tort, contract, or otherwise.
8.4. Furthermore, DIBIZ shall in no event be liable for damage caused by, on the one hand, the incompleteness, inaccuracy, or defectiveness of the information provided by or on behalf of the Customer or, on the other hand, the Customer's failure to comply with this Agreement, nor shall it be liable for damage caused directly or indirectly by an act of the Customer or its appointees, (self-employed) employees, workers, subagents, authorized users, regardless of whether these are caused by an error or negligence.
8.5. The Customer expressly waives any right to hold DIBIZ's staff or auxiliary persons extra-contractually liable for damage resulting from any contractual breach and undertakes not to bring any extra-contractual claims against DIBIZ's staff or auxiliary persons for acts or omissions related to the performance of the agreement, except in the event of intentional misconduct or gross negligence on the part of these persons, as defined in Article 6.6 §1 of the Belgian Civil Code.
8.6. DIBIZ will make every reasonable effort to ensure that the services comply with the requirements set out in Directive (EU) 2022/2555 of the European Parliament and of the Council, better known as the NIS2 Directive, on the security of network and information systems (best efforts obligation). DIBIZ will make reasonable efforts to implement all necessary technical and organizational measures to ensure the security and integrity of the systems and data. This includes, but is not limited to, protecting systems, services, and data against unauthorized access, modification, disclosure, disruption, destruction, or loss.
9. Force majeure
9.1. With the exception of payment obligations, the Parties cannot be held liable for delays or defects in the performance of the Agreement if these delays or defects are the result of facts or circumstances beyond the control of either of them, which are unforeseeable and unavoidable (force majeure), such as (but not limited to) illness or unavailability of the persons involved in the performance, exceptional weather conditions, total or partial strikes that may impact services, epidemics and pandemics, earthquakes, fires, storms, floods, water damage, theft, or blockage of the computer, IT, or telecommunications system.
If one of the Parties is affected by a situation of force majeure, it shall immediately notify the other Party thereof in writing. These elements shall release DIBIZ from complying with the agreed execution period, without the Customer being entitled to claim any compensation for costs, damage, and interest on that account.
9.2. In the event of force majeure, the Parties may suspend the performance of the Agreement during the period in which the force majeure exists, or terminate the Agreement (by registered letter) if the force majeure continues for more than one month. In that case, the Customer is obliged to compensate DIBIZ for the part of the services performed without any compensation being due.
10. Intellectual property rights
10.1. Intellectual Property Rights means: all intellectual, industrial, and other property rights (whether registered or unregistered), including, but not limited to, copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents, patent applications, domain names, know-how, scanning techniques, as well as rights to databases and computer programs.
The Intellectual Property Rights associated with the services of DIBIZ, used and/or developed in the context of the performance of the Agreement, remain the exclusive property of DIBIZ or of entitled third parties. All information and documentation made available to DIBIZ by the Customer and used by the latter in the performance of the Agreement remain the property of the Customer.
10.2. The Customer shall respect DIBIZ's Intellectual Property Rights at all times and make reasonable efforts to protect those rights. The Customer shall immediately notify DIBIZ of any infringement by third parties of DIBIZ's Intellectual Property Rights of which it becomes aware.
10.3. In the event of a breach by the Customer of the provisions of this article, the Customer shall pay a fixed compensation of EUR 2,500.00 per established breach, without prejudice to DIBIZ's right to prove the full damage and to have it compensated.
11. Cancellation
11.1. This Agreement is concluded for the entire duration of the agreed services as set out in the Quotation and their implementation.
11.2. Either party may terminate the Agreement subject to a notice period of one month. Notice of termination must be given in writing by registered letter sent to the other party's official address. The notice period shall commence on the first day of the month following the month in which the letter of termination was sent. During the notice period, all obligations under the Agreement shall remain in full force and effect and the services shall continue to be performed unless otherwise notified by the terminating party. However, all fees shall remain payable notwithstanding that the services must continue to be performed by DIBIZ. All orders and additional orders shall only be executed after written confirmation in a contract.
11.3. If the Customer is guilty of a serious breach of contract or failure to fulfill its obligations, and the Customer does not remedy this within eight (8) days of receiving a registered letter of default, DIBIZ has the right to either (i) suspend the Agreement until the Customer has fulfilled its obligations, or (ii) terminate the Agreement with immediate effect. Failure to pay one or more invoices on their due date will always be considered a serious breach of contract. If the Customer fails to meet its payment obligations, all rights transferred to the Customer under the Agreement will be suspended until these payment obligations have been met. In this case, the Customer is not entitled to use the creations made available.
11.4. Upon cancellation of the Agreement, in accordance with Article 11.3, or upon early termination by the Customer, the Customer shall owe DIBIZ a fixed compensation of 25% of the agreed total price. Any advance payment made shall in any case remain acquired by DIBIZ. Furthermore, DIBIZ reserves the right to claim higher damages if the actual damage suffered by DIBIZ exceeds the fixed compensation as determined above.
11.5. Furthermore, DIBIZ is entitled to cancel the Agreement immediately and without prior notice by means of a registered letter in the event of bankruptcy, liquidation, suspension of payments, or impairment of the Customer's creditworthiness, if there are valid reasons to doubt the Customer's ability to fulfill its obligations (on time) or if it acts in violation of one or more of these Terms and Conditions..
12. Processing of personal data
12.1. According to the General Data Protection Regulation of May 24, 2016, regarding the protection of privacy in the processing of personal data (hereinafter “GDPR”), DIBIZ collects and processes the personal data of the Customer and its employees for its customer management (including customer administration, order tracking, invoicing, solvency monitoring, and sending marketing and personalized advertising).
Personal data is processed (based on Articles 6.1.b and 6.1.f of the GDPR).
If it is necessary to achieve the stated objectives, the personal data of the Customer and its employees will be shared with other companies within the European Economic Area that are directly or indirectly affiliated with DIBIZ. DIBIZ will require these recipients to take the necessary technical and organizational measures to protect the shared personal data.
The personal data processed for customer management will be kept for the period necessary to comply with legal requirements (including in the field of accounting).
12.2. The Customer and its employees have the right to access their personal data at any time and can correct it (or have it rectified) if it is incorrect or incomplete, have it deleted, or have its processing restricted. In addition, they have the right to obtain a copy (in a structured, commonly used, and machine-readable format) of their personal data and to have the personal data forwarded to another company. The Customer and its employees may also object, free of charge, to any processing of their personal data for direct marketing purposes. To this end, the Customer or its employees must send a written, dated, and signed request to DIBIZ, accompanied by proof of identity (copy of identity card).
12.3. DIBIZ will treat all personal data obtained in the context of the execution of this agreement as highly confidential. Personal data will only be used for the purposes for which it was provided and will not be disclosed to third parties, except in the cases listed below.
DIBIZ may transfer personal data to carefully selected subcontractors and auxiliary persons, insofar as this is necessary for the performance of the agreement, provided that:
a processing agreement is concluded with each sub-contractor in accordance with the GDPR, imposing at least the same obligations as those contained in this agreement;
the sub-contractor takes appropriate technical and organizational measures to ensure the security of personal data;
DIBIZ supervises the sub-contractor's compliance with the conditions set.
For the transfer of personal data to countries outside the European Union, DIBIZ provides safeguards in accordance with Article 44 et seq. of the GDPR, such as the conclusion of standard contractual clauses approved by the European Commission, except in cases where the European Commission has adopted an adequacy decision for the country concerned.
12.4. For more information about its privacy policy, DIBIZ refers to its privacy statement available at https://www.dibiz.be/privacy-policy.
13. Nullities and forfeiture of rights
13.1. The possible nullity, invalidity, or unenforceability of any of the provisions of these Terms and Conditions and, more generally, of the provisions governing the legal relationship between the Parties for any reason whatsoever (in whole or in part) shall in no way affect the validity of the other clauses of these Terms and Conditions, notwithstanding the nullity of the disputed clause. The other provisions of these Terms and Conditions shall therefore remain in full force and effect.
To the extent possible, the clause that is declared invalid will be replaced by a clause that describes as strictly as possible the (economic) intention of the clause that has been declared invalid.
13.2. Failure by DIBIZ to assert a right or apply a penalty shall in no way constitute a waiver of that right.
14. Non-Solicitation and Confidentiality
14.1. The Customer agrees not to hire any DIBIZ personnel directly or indirectly, or on any other basis, either full-time or part-time, or to attempt to do so, from the start date of the Agreement until 12 months after its termination. The term “personnel” refers to all permanent and freelance employees of DIBIZ.
If the Customer violates this article, the Customer shall be obliged to pay compensation equal to the gross annual salary or remuneration of the person concerned.
14.2. The Parties recognize that, in performing their services and/or obligations under these Terms and Conditions and/or the Agreement, they may have access to and be entrusted with Confidential Information. Confidential Information for the performance of the services includes all information that is provided/made accessible by one Party to the other Party from time to time during the performance of the services, including but not limited to commercial and technical information, information relating to the other Party's business operations, its trade secrets, its working methods, know-how, and services. The Parties shall use this Confidential Information exclusively for the performance of the Agreement. This Confidential Information shall not be disclosed by the employees of the receiving Party or made available to third parties without the consent of the other Party. The receiving Party shall also take all necessary measures to prevent the dissemination of this Confidential Information.
15. References
15.1. With the exception of prior written refusal, the Customer agrees that the services provided by DIBIZ to the Customer will be included in DIBIZ's reference portfolio. This means that DIBIZ may use the Customer's name and/or logo, as well as the services performed for the Customer, on its website and all other social media channels for promotional purposes.
15.2. The use of references by DIBIZ may not compromise the confidentiality of sensitive information belonging to the Customer, or contravene legal provisions relating to the protection of personal data.
16. Applicable law – jurisdiction
16.1. These Terms and Conditions and the overall legal relationship between DIBIZ and the Customer are governed by Belgian law. The applicability of the Vienna Sales Convention is expressly excluded. Any disputes arising from or related to the legal relationship between DIBIZ and the Customer shall be settled exclusively by the competent courts of Ghent, unless the law mandatorily deviates from this.