General terms and conditions
Introduction :
Welcome to the General Terms and Conditions of DIBIZ BV. This document outlines the legal relationship between DIBIZ BV and its clients for all services provided.
Please read these terms carefully.
While this page provides a translation in English for your convenience, please be aware that the official and legally binding version of our General Terms and Conditions is in Dutch. You can download the authoritative Dutch document below
DIBIZ BV The legal relationship between DIBIZ BV, with its registered office at 9080 Lochristi, Bastelare 134, RPR Ghent, registered in the KBO and VAT register under number BE0743.585.865, e-mail : ellen@dibiz.be , tel. +32 473 1741 41, IBAN BE25 1431 1109 2282, BIC GEBABEBB, URL https://www.dibiz.be. (hereinafter referred to as 'DIBIZ') and the Client, is governed by these General Terms and Conditions, possibly supplemented by specific conditions applicable to the services (e.g. offer) (together the 'Agreement'). These Conditions have the force of law in the relationship between DIBIZ and the Client and nullify and replace all written or oral agreements, arrangements, proposals and commitments relating to the same subject matter and preceding the date of the definitive Agreement between the Parties.
1- Application
1.1. These Conditions apply to all services provided by DIBIZ to the Client. These services include, but are not limited to:
- Digital Transformation Strategy (advice),
- Process Optimization and Automation (advice),
- Change Management and Training (consulting),
- Technology Implementation and Integration Services (project services),
These services will be further specified in a quotation (hereinafter referred to as "the Offer").
1.2. These Conditions must be signed by the Client upon confirmation of the Offer. Acceptance of these Conditions is also inferred from the normal performance of the services by DIBIZ, or they are deemed to have been accepted by the Client if no objection has been raised within a reasonable period after receipt thereof, here set at 7 calendar days. The Client hereby waives general or special conditions that it might mention on its own commercial documents or in its correspondence, with the exception of a mutual confidentiality agreement concluded by the Parties before the conclusion of this Agreement. Deviations from the Conditions are only possible after prior written consent from DIBIZ.
1.3. DIBIZ reserves the right to change or supplement the Conditions at any time for a valid reason. In particular, DIBIZ will comply with the provisions of Book VI WER (Belgian Economic Law Code). In such a case, written notice of this change or addition will be given to the Client. If the Client has not objected in writing to the relevant change(s) or addition(s) within 14 calendar days of receiving this notice, they are deemed to have accepted them.
1.4. The Client is solely and exclusively responsible for the accuracy of all data provided and used. By placing an order, whether via the website or not, the Client confirms to be a natural person, if applicable with the necessary representation and legal capacity, legally competent, and at least 18 years old. DIBIZ bears no responsibility for orders placed by persons who do not meet these criteria or for incorrect data entry by the Client.
1.5. If the Client acts on behalf of a legal entity, they will at all times be held personally and jointly and severally liable for outstanding invoices, if it appears that the Client was not authorized to act on behalf of the legal entity at the time of requesting the services or if the legal entity on whose behalf the agreement was signed waives its payment obligation.
2- Formation of the Agreement
2.1. Commercial documents and offers do not create obligations on the part of DIBIZ. All offers and price quotations are non-binding, both in terms of price, content, and execution period, and expire after 30 days, unless a different expiry date has been agreed upon between the Parties. The Offer is based on the information DIBIZ has received from the (potential) Client up to that point.
2.2. The Agreement between the Parties is only concluded when the Client returns an (unchanged) signed Offer, together with the Conditions signed by the Client, to DIBIZ and this is validated with a confirmation sent by DIBIZ. This confirmation is sent to the email address provided by the Client. It is the Client's responsibility to ensure that messages do not end up in the spam folder. The Offer and the Conditions can be signed by the Client both physically and electronically.
3- Prices
3.1. DIBIZ will express the applicable prices in euros. The Parties agree that the applicable prices are those that apply at the time of the conclusion of the relevant Agreement between DIBIZ and the Client. The price indicated to the Client by DIBIZ concerns the total price. The price indicated on the last Offer constitutes the total price to be paid by the Client, except in case of a change of this price in accordance with article 3.3. of these Conditions.
3.2. Unless otherwise specified in the Offer, the services offered by DIBIZ are invoiced based on timesheets. Invoices will be based on timesheets reflecting the actual hours worked and materials used for the services rendered.
3.3. Any price increase by, not exhaustively listed, third-party suppliers or by a change in law, and thus entirely independent of DIBIZ's will prior to the execution date, may by operation of law and without prior notice lead to a revision of the prices mentioned in the Agreement. Since DIBIZ implements this price adjustment provided it has a valid reason for doing so, in accordance with the legal guidelines in this regard, such as article VI.91/5 WER, the Client is not entitled to claim termination of the Agreement or any compensation based on this.
4- Location and infrastructure
4.1. The services will be performed, at DIBIZ's discretion and in consultation with the Client, at the Client's business location(s), in the home office of the consultant(s) deployed by DIBIZ, or at any other location that the Parties mutually agree to be suitable for the performance of the relevant Services.
4.2. The Client undertakes to provide DIBIZ's consultant(s) with adequate workspace, facilities, and access to systems, if the services are performed at their business location(s), to the extent reasonably necessary for the proper performance of the agreed Services.
4.3. If the Parties agree that the services will be performed (partially) remotely, the Client ensures that DIBIZ's consultant(s) can log in remotely to the Client's systems in an adequate manner, to the extent necessary for the performance of the services. In this regard, the Client is responsible for the necessary technical provisions, such as secure VPN connections or other secure access methods, in accordance with the security standards applicable to the Client.
4.4. Travel costs and travel time related to movements to the Client's business location(s) or to other agreed locations will, unless otherwise agreed in writing, be charged to the Client at the rates stated in the Offer.
5- Performance and cancellation of the Agreement
5.1. DIBIZ undertakes to make reasonable efforts to provide services that meet the description included in the Offer.
5.2. The performance of the services commences on the date specified in the Offer, unless otherwise agreed. If DIBIZ requests an advance payment from the Client, the services will commence upon receipt of the invoiced advance payment.
5.3. The delivery date of the services is given as an indicative date only and is not binding on DIBIZ. Delay in delivery does not entitle the Client to compensation or price reduction, nor to the dissolution of the Agreement.
5.4. If the Parties have expressly agreed upon a binding delivery period, this period shall be extended if the Client fails to provide information, documents, originals, or images (in a timely manner), or if the Client has granted additional services, and provided that article 7 has been complied with by the Client.
5.5. The cancellation of an Offer by the Client is possible as long as DIBIZ has not yet started its work and subject to payment of compensation of 20% of the agreed price, taking into account the time already planned for this. If the Client cancels the Offer after DIBIZ has commenced work, the Client shall owe DIBIZ compensation in accordance with article 11.4. of the present Agreement.
5.6. The cancellation of the Offer must be made in writing by the Client to DIBIZ.
6- Acceptance of services
6.1. When the services have been delivered, the services are deemed to have been accepted by the Client.
6.2. In case of a notification of non-acceptance by the Client, DIBIZ will make reasonable efforts to remedy any shortcomings. If the Client is of the opinion that the errors have not been sufficiently remedied, the Client must notify DIBIZ thereof in writing within 14 days after the rectification.
6.3. If the period in article 6.2. has expired, the services are deemed to have been accepted by the Client.
6.4. The Client remains at all times responsible for checking the conformity of the delivered services. The acceptance of the delivered services serves as confirmation of the conformity between the ordered and the delivered services.
7- Payment and invoicing
7.1. DIBIZ's 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 upon conclusion of each Offer.
7.2. All invoices are payable within 30 calendar days after the invoice date by bank transfer to DIBIZ's account number, as stated on the Offer or on the invoices. Each payment will be allocated to the oldest overdue invoice, and first to any interest and costs due. Granted discounts will lapse if the Conditions are not respected.
7.3. In the event of non-payment within the stipulated period, the invoice amount will by operation of law and without prior notice of default be increased by an interest equal to 1% per month, calculated on the outstanding amount, whereby each commenced month will be considered as elapsed, and a fixed compensation of 12% on the amount of the still unpaid invoices, with a minimum of 150 EUR by way of penalty clause for extrajudicial collection costs and contractual damage. All collection costs are also for the account of the defaulting Client.
7.4. Insofar as the Client fails to pay one or more outstanding invoices from DIBIZ, DIBIZ reserves the right to suspend the further execution of the services until all outstanding accounts are settled (including the added compensation and default interest). In any case, the Client owes all amounts for the services rendered and expenses incurred by DIBIZ, including judicial and extra-judicial costs. DIBIZ also reserves the right to deny the Client access to already delivered services in case of non-payment.
7.5. In case of non-payment, all due amounts can be recovered through legal channels. 7.6. Any protest concerning an invoice must be addressed to DIBIZ within fourteen (14) calendar days after the invoice date by registered mail. Protest after this date will be considered non-existent.
8- Liability
8.1. DIBIZ shall provide the services in accordance with generally accepted professional practices, using reasonable care and skill normally applied by members of the profession under similar circumstances, and as a best-effort obligation.
8.2. DIBIZ's liability shall, except in cases of willful misconduct or gross negligence or if mandatory provisions dictate otherwise, in any claim whatsoever be limited to compensation for direct damage suffered by the Client. If DIBIZ's liability is retained, the compensation for this damage shall be limited to the amount paid out by DIBIZ's insurance.
8.3. DIBIZ shall, regardless of the cause, form, or subject of the claim in which liability is invoked, 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 hired, and/or losses suffered by the Client or third parties, as well as material damage or personal injury resulting from the agreement, regardless of the legal basis or liability theory, whether in tort, contract or otherwise.
8.4. DIBIZ shall furthermore in no event be liable for damage caused by, on the one hand, incompleteness and incorrectness of or defects in the information provided by or on behalf of the Client, or, on the other hand, the Client's failure to comply with this Agreement, nor is it liable for damage directly or indirectly caused by an act of the Client or its appointees, (independent) employees, workers, sub-agents, authorized users, regardless of whether these are caused by an error or negligence.
8.5. The Client expressly waives any right to hold DIBIZ's personnel or auxiliary persons extra-contractually liable for damages arising from any contractual breach and undertakes not to bring extra-contractual claims against DIBIZ's personnel or auxiliary persons for acts or omissions related to the performance of the agreement, except in cases of intentional fault or serious fault of these persons, as defined in Article 6.6 §1 Belgian Civil Code.
8.6. DIBIZ will make all reasonable efforts to ensure that the services comply with the requirements as set out in Directive (EU) 2022/2555 of the European Parliament and of the Council, better known as the NIS2 Directive, concerning the security of network and information systems (best-effort 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, the protection of systems, services, and data against unauthorized access, alteration, disclosure, disruption, destruction, or loss.
9- Force Majeure
9.1. With the exception of payment obligations, 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 (non-exhaustively), illness or unavailability of the performing persons involved, exceptional weather conditions, total or partial strikes that may impact the services, epidemics and pandemics, earthquake, fire, storm, flood, water damage, theft, blocking of the computer, IT or telecommunication system. If one of the Parties is affected by a situation of force majeure, it shall immediately and in writing notify the other Party thereof. These elements thus release DIBIZ from fulfilling the agreed execution period, without the Client being able to claim any right to compensation for costs, damages, and interest.
9.2. In case of force majeure, the Parties may suspend the execution of the Agreement during the period in which the force majeure exists, or terminate the Agreement (by registered mail) if the force majeure continues for more than one month. In that case, the Client is obliged to compensate DIBIZ for the executed part of the services without any compensation being due.
10- Intellectual Property Rights
10.1. Intellectual Property Rights are understood to 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, 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 DIBIZ's services, used and/or developed in the context of the execution of the Agreement, remain the exclusive property of DIBIZ or of entitled third parties. All information and documentation made available by the Client to DIBIZ and used by the latter in the execution of the Agreement remain the property of the Client.
10.2. The Client shall at all times respect DIBIZ's Intellectual Property Rights and make reasonable efforts to protect those rights. The Client shall immediately notify DIBIZ of any infringement by third parties on DIBIZ's Intellectual Property Rights of which it becomes aware.
10.3. In case of infringement by the Client of the provisions in this article, the Client shall pay a fixed compensation amounting to EUR 2,500.00 per ascertained infringement, without prejudice to DIBIZ's right to prove and claim full damages.
11- Termination
11.1. This Agreement is concluded for the full duration of the agreed services as set out in the Offer and its execution.
11.2. Each party may terminate the Agreement subject to a notice period of 1 month. The termination must be made in writing by registered letter addressed to the official address of the other party. The notice period starts on the first day of the month following the month in which the termination letter was sent. During the notice period, all obligations arising from the Agreement remain fully in force and the services will continue to be performed unless otherwise notified by the terminating party. All fees, however, remain due notwithstanding the services having to be further performed by DIBIZ. All orders and additional orders will only be executed after written confirmation in a contract.
11.3. If the Client commits a serious contractual breach or non-performance of obligations, and the Client does not remedy this within eight (8) days of receipt of a registered notice of default, DIBIZ has the right to either (i) suspend the Agreement until the Client has fulfilled its obligations, or (ii) 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 breach. If the Client fails to meet its payment obligations, all rights transferred to the Client under the Agreement shall be suspended until these payment obligations have been met. In this case, the Client is not entitled to use the creations made available.
11.4. Upon termination of the Agreement, in accordance with article 11.3, or upon early termination by the Client, the Client shall owe DIBIZ a fixed compensation of 25% of the agreed total price. Any advance payment made shall in any case be acquired by DIBIZ. Furthermore, DIBIZ reserves the right to claim higher compensation if DIBIZ's actual damage suffered is greater than the fixed compensation as defined above.
11.5. Finally, DIBIZ is entitled to terminate the Agreement immediately and without prior notice by means of a registered letter in case of bankruptcy, liquidation, suspension of payment or impairment of the Client's creditworthiness, if there are legitimate reasons to doubt the Client's ability to fulfill its obligations (in a timely manner) or if it acts contrary to one or more of these Conditions.
12- Processing of personal data
12.1. In accordance with the General Data Protection Regulation of 24 May 2016 concerning the protection of privacy in the processing of personal data (hereinafter 'GDPR'), DIBIZ collects and processes the personal data of the Client and its employees for its customer management (e.g., customer administration, order tracking, invoicing, solvency monitoring, and sending marketing and personalized advertising). The personal data is processed on the basis of article 6.1. b) and 6.1.f) GDPR. If necessary to achieve the stated purposes, the personal data of the Client and its employees will be shared with other companies within the European Economic Area that are directly or indirectly connected to DIBIZ. DIBIZ will request these recipients to take the necessary technical and organizational measures to protect the shared personal data. Personal data processed for customer management will be stored for the period necessary to comply with legal requirements (including accounting).
12.2. The Client and its employees have the right at all times to inspect their personal data and can have them corrected if they are inaccurate or incomplete, have them deleted or have their processing restricted. Furthermore, they have the right to obtain a copy (in a structured, common and machine-readable format) of their personal data and to have the personal data transferred to another company. The Client and its employees can also object free of charge to any processing of their personal data for direct marketing purposes. To this end, the Client or its employees must send a written, dated, and signed request to DIBIZ, with proof of identity (copy of identity card).
12.3. DIBIZ treats all personal data obtained in the context of the performance of this agreement as strictly confidential. Personal data will only be used for the purposes for which it was provided and will not be passed on to third parties, with the exceptions mentioned 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) a processor agreement is concluded with each subcontractor in accordance with the GDPR, which imposes at least the same obligations as contained in this agreement; b) the subcontractor takes adequate technical and organizational measures to ensure the security of the personal data; c) DIBIZ supervises the subcontractor's compliance with the stipulated conditions. For the transfer of personal data to countries outside the European Union, DIBIZ provides safeguards in accordance with article 44 et seq. 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 relevant country.
12.4. For more information about its privacy policy, DIBIZ refers to its privacy statement available at https://www.dibiz.be/privacy-policy
13- Nullity and lapse of right
13.1. The eventual nullity, invalidity or unenforceability of one of the provisions of these Conditions and more generally of the provisions governing the legal relationship between the Parties for whatever reason (in whole or in part), shall in no way affect the validity of the other clauses of these Conditions despite the nullity of the disputed clause. The remaining provisions of these Conditions therefore remain fully applicable. As far as possible, the clause declared null and void will be replaced by a clause that describes as strictly as possible the (economic) intention of the nullified clause.
13.2. DIBIZ's failure to claim a right or apply a sanction in no way constitutes a waiver of right.
14- Non-solicitation and confidentiality obligation
14.1. The Client undertakes, from the commencement date of the Agreement until 12 months after its termination, not to directly or indirectly employ DIBIZ personnel, or hire them on any other basis whatsoever, whether full-time or part-time, or attempt to do so. The term "personnel" refers to all permanent and freelance employees of DIBIZ. If the Client violates this article, the Client shall be obliged to pay compensation equal to the gross annual salary or remuneration of the person concerned.
14.2. Parties acknowledge that in performing their services and/or obligations defined in these 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 provided/made accessible by one Party – from time to time – to the other Party 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. Parties shall use this Confidential Information exclusively for the performance of the Agreement. This Confidential Information shall also not be disclosed or made available to third parties by the employees of the receiving Party 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. Unless there is a prior written refusal, the Client agrees that the services provided by DIBIZ for the Client may be included in DIBIZ's reference portfolio. This means that DIBIZ may use the mention of the Client's name and/or logo, as well as the services performed for the Client, on its website and all other social media channels for promotional purposes.
15.2. The use of references by DIBIZ may not prejudice the confidentiality of sensitive Client information or violate legal provisions regarding the protection of personal data.
16- Applicable law – jurisdiction
16.1. These Conditions and the overall legal relationship between DIBIZ and the Client 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 Client shall be exclusively settled by the competent courts of Ghent, unless the law mandatorily deviates therefrom.
17- Official Language and Governing Law
These General Terms and Conditions have been originally drafted in Dutch, which remains the sole authoritative and legally binding text. The English version provided on this website is a courtesy translation for your convenience only. In the event of any discrepancy, ambiguity, or conflict between the English version and the Dutch version, the Dutch version shall prevail and govern.
All disputes arising from or in connection with these Terms and Conditions shall be exclusively governed by Belgian law and brought before the competent courts of Ghent.