Legal

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Terms and conditions

‍TABLE OF CONTENT:

  • Definitions and scope of applications
  • Access to the website
  • Use of the website and its content
  • Intellectual and industrial property
  • Responsibility of the User
  • Functioning of the website
  • Links
  • Virus
  • Miscellaneous provisions

* * *

These general terms and conditions of use contain legal information relating to the visit and use of the NOVUTECH.COM website referred to in Article 1 of these general terms and conditions, a declaration regarding intellectual property rights, as well as a charter on the Company’s policy for processing personal data.

Users are invited to read these general terms and conditions of use carefully before accessing, visiting and using the NOVUTECH.COM website. Continued use of the website or its use in any way necessarily implies the express acceptance of these general terms and conditions of use (“GTC”). The user is expressly invited to download and/or print these GTC in order to keep a copy.

1. Definitions and Scope of application

The purpose of these GTC is to provide a legal framework, by defining the rights and obligations of the parties, for the terms and conditions of use of the NOVUTECH.COM website.

The owner of the website NOVUTECH.COM is the Belgian limited liability company NOVUTECH, whose registered office is located in Belgium, at 1420 Braine l'Alleud, 31 rue caraute and registered with the Crossroads Bank for Enterprises under number 0725.984.919 (hereinafter referred to as the “Company”).

The term “User” refers to any user, i.e. any natural person aged 18 years or over or any legal entity who consults or browses the NOVUTECH.COM website, downloads files, uses them or registers via any form available on the said website, subscribes to a newsletter or enters into a contract with the Company.

The Company and the User are hereinafter referred to as the “Parties” (or individually as the “Party”).

The “website” refers to the Company’s showcase website accessible via www.novutech.com, which is intended to present the Company and its services.

These GTC describe the conditions of access to the Company’s website. These GTC are generally and non-exhaustively applicable to any consultation of information, order, subscription, and contract between the Parties. In addition, these GTC form an integral part of the Company’s General Terms and Conditions of Sale insofar as the User can also be qualified as a Customer within the meaning of the Company’s General Terms and Conditions of Sale.

The Company reserves the right to modify these GTC at any time without prior notice. These changes will immediately apply to any use of the website.

Additional rules and guidelines, including the Privacy Policy, shall be deemed to be an integral part of these GTC. It is therefore recommended that the User regularly refers to the latest version of these GTC, which are permanently available on the website.

2. Access to the website

‍The website is accessible via the use of recent computers with an operating system and a current Internet browser, as well as any other necessary technical resources. The website is also accessible via the use of recent smartphones or tablets with the necessary technical resources. The Company does not guarantee any compatibility and cannot be held liable in any way if the User cannot consult and/or use all or part of the website, for any reason whatsoever. It is the User’s responsibility to equip himself with the necessary computer, and possibly human, resources to ensure his connectivity with the website if he wants to use it.

3. Use of the website and its content

‍The website is accessible only for information purposes, to present the Company’s services and to enable the User to contact the Company. The User only has the right to consult the content of the website.

The User accepts, during his visit to the website, that its use is at his own risk. All the information contained on the website is available “as it is“, the Company providing no guarantee whatsoever on the reality or timeliness of such information. The Company makes reasonable efforts to provide accurate and up-to-date information on the website but does not guarantee such information.

The Company cannot under any circumstances be held liable for any disadvantage incurred by the User as a result of erroneous, missing or inaccurate or unclear information on the website.

In the context of the User’s access to the website or its content, the User expressly refrains, in any way whatsoever and whatever the technical means used, from:

  • Attempt to obtain access to parts of the website that are not publicly placed online;
  • Take any action that, at any time, could compromise the proper functioning of the website in any way whatsoever;
  • Use any (automatic) system whatsoever, such as, but not limited to, “robots”, “spiders”, etc., designed to create denial of service attacks or messages that influence the website ‘s interactions with another User, even when the User reacts to a request made on the website;
  • Post, upload, send, email or otherwise transmit any content that is unlawful, harmful, threatening, harassing, abusive, defamatory, vulgar, obscene, threatening the privacy of others, hateful, racist, homophobic or otherwise objectionable;
  • Consult, post, download, upload, send, transmit, any content that would be contrary to international, European and national laws in force;
  • Attempting to mislead other Users by usurping the name or corporate name of other persons;
  • Upload, post, send, share by e-mail or in any other way any violent content, patent, trademark, trade secret, intellectual property right or any other proprietary right belonging to others;
  • Upload, display, share by e-mail or in any other way any content containing computer viruses or any other code, file or program designed to interrupt, destroy, interfere with, disrupt, or limit the functionality of any software, computer, service, server, network or telecommunications tool without this list being exhaustive;
  • Committing any action having a disruptive effect that hinders the ability of other Users to access the website;
  • Interfere with or disrupt the service, servers, networks connected to the service, or refuse to comply with any requirements, procedures, general rules or regulatory provisions applicable to networks connected to the website;
  • Collect and store personal data and/or sensitive data relating to other Users of the website.

The User – who remains free to accept or refuse the voluntary communication of information to the Company -, by accessing the website, may be invited to communicate information to the Company. By doing so and by simply providing information, the User consents to the downloading of information or the collection of data about him/her as a result of using the website. The User may, if he/she does not consent to the downloading and processing of personal data within the meaning of Article 4(1) of European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the GDPR), communicate all relevant information by any other means, in particular by written correspondence in the medium of his/her choice.

4. Intellectual and industrial property

‍The concept, content, layout, structure, source codes, programming, images, photos, informations, data elements, logos, designs, trademarks, models, slogans, software, animations, audiovisual works, texts, data, databases, music and all other elements of the website and, in general, the content and its structure belong to, are and remain the exclusive property of the Company, and are protected by various intellectual and/or industrial property rights (including copyright, trademark law, the sui generis right of the database producer, etc.), which the User acknowledges and accepts.

By using the website, in any way whatsoever, the User shall under no circumstances become the owner of any of the rights referred to above or of any similar rights. As such, the User only benefits from a personal license to use the website, as well as its content, non- transferable and exclusively limited to use for personal purposes limited to the services offered by the Company via the website. The duration of the user license is limited to the duration of the User’s access to the website.

The Company guarantees that the elements present on the website and made available to the User respect the rights of third parties and are lawful.

5. Responsibility of the User

‍Access to and use of the website, as well as the downloading of files of any nature whatsoever and with any technical means whatsoever, are always carried out under the sole responsibility of the User, including with regards to third parties.

The User is solely responsible for any damage caused on his computer or the possible loss of data following navigation on the website. The User expressly acknowledges and accepts the restrictions and risks associated with the use of the Internet or any other means by which the website is currently or will in the future be made available to him/her. The User also accepts and acknowledges the risks of storing and transmitting information electronically or digitally.

The User undertakes to browse the website in a reasonable, lawful manner and in accordance with these GTC. He/She also refrain from using the website in a way that could harm the Company or a third party.

6. Functioning of the Website

‍The Company attempts, as far as possible, to make the website available and accessible on an uninterrupted basis. The Compùany is generally bound by an obligation of means. It also tries to limit the inconvenience caused by possible technical errors, but cannot however be held responsible for possible consequences following bad technical or unauthorized interventions likely to infect the website, in particular by viruses.

The Company shall in no event be held liable for any direct or indirect damage incurred by a User during the use of the website. Similarly, the Company is only liable for its fraud or gross negligence.

The Company declines all responsibility for the following cases:

  • Illegal or unauthorized intrusion of any third party into the web server or the website;
  • Introduction of a computer virus into the web server or on the website;
  • Temporary bandwidth congestion;
  • Interruption of the Internet connection service for a reason beyond the Company’s control.

The Company may also modify the content of the website, the services marketed and the operating methods, without prior notice and without incurring any liability. Under no circumstances may the User consider that access to a particular feature constitutes an acquired right. Similarly, the Company shall decide on its own whether to include or delete any content presented on the website.

The Company reserves the right, at any time and for any reason whatsoever, to modify or temporarily interrupt all or part of access to the website, without having to inform Users in advance. This will be the case, for example, in the event of maintenance of the website or major changes in the content and/or functionalities offered.

The Company may terminate the functioning of the website, for any reason whatsoever, without the User being able to make any request to the Company in this respect, whether amicably or judicially. The Company shall not be held liable for any direct or indirect damage related to any modification, suspension or interruption of access to the website, for any reason whatsoever.

7. Links to other websites

‍The website may contain links to other websites over which the Company has no technical or content control. The Company, therefore, does not guarantee the accuracy and completeness of the content, access and availability of these other websites, the external links to which they refer, or the consequences that may result from the consultation and/or use, in any way whatsoever, of these websites. The User remains solely responsible for the decision to activate these links. It is therefore up to the user to determine for himself whether it is appropriate to visit these websites. No hypertext links may be created to or from the website without the prior and express consent of the Company.

8. Viruses

‍Although the Company uses its best efforts to keep the website free of bugs, viruses, Trojans and spyware, it cannot be excluded that they may still occur. The Company cannot be held liable in any way for any damage and/or loss resulting therefrom. It recommends that all Users install the necessary firewalls, anti-virus and other protective software to prevent any damage to the User’s computer equipment, tablet or smartphone. Thus, if the User notices the presence of any of the above-mentioned elements on the website, he is invited to communicate it immediately to the following address: welcome@novutech.com so that the necessary measures can be taken as soon as possible.

9. Miscellaneous provisions

  • Illegality

The possible illegality or invalidity of any article, paragraph or provision (or part of an article, paragraph or provision) shall not affect in any way the legality of the other articles, paragraphs or provisions of these GTC, nor the remainder of such article, paragraph or provision, unless there is an obvious contrary intention in the text.

  • Securities

The titles used in these GTC are for reference and convenience only. They shall in no way affect the meaning or scope of the provisions they designate.

  • Applicable law and competent jurisdiction

Any dispute relating to the services provided by the Company, as well as any dispute as to the validity, interpretation or execution of these GTC shall be governed by Belgian law and shall fall within the exclusive jurisdiction of the courts, French-speaking if applicable, of the place where the Company’s registered office is located.

ConnectoBank terms & conditions

The SRL NOVUTECH, with registered offices at Rue Longue 171, 1420 – Braine-L’Alleud, Belgium, and known in the “Banque Carrefour des enterprises” / “Kruispuntbank van Ondernemingen” under the number 0725.984.919 (hereinafter “NOVUTECH”) offers a bundle of services called “ConnectoBank Bundle” (hereinafter “the Bundle”), in relation with the Customer’s the NetSuite environment.

The present Terms and Conditions (hereinafter “the T&C”), their annexes and the Quote constitute the entire agreement between NOVUTECH and the Customer (hereinafter “the Agreement”) in relation to the provision of the Bundle.

NOVUTECH and the Customer are each individually referred to as a “Party” and are collectively referred to as the “Parties“.

1. Definitions

In the T&C, the following terms shall have the following meanings ascribed to them:

1.1. Annual Fee: amount to be paid to NOVUTECH by the Customer, on a yearly basis, to continue to benefit from the Bundle.

1.2. Background: the cloud based application components which are part of the Bundle and are necessary for the Services to be provided by NOVUTECH.

1.3. Bundle: the pack of Services provided by NOVUTECH to the Customer in the context of the Customer’s NetSuite environment.

1.4. Business Day: any day from Monday to Friday inclusive, excluding public holidays in Belgium.

1.5. Confidential Information : all information of a confidential nature of NOVUTECH or the Customer disclosed by whatever means, directly or indirectly, intentionally or unintentionally, whether before or after the Agreement becomes effective, including any trade secrets, information relating to the Intellectual Property Rights, system(s), know-how, products or services, operations, processes, plans, product information, market opportunities or business affairs of the person/entity making the disclosure, or which relates to the provision or use of the Bundle to or by the Customer and is prepared, devised or written by NOVUTECH.

Information relating to the Parties or their subcontractors, suppliers, customers, clients or other contacts which is disclosed to, or processed or otherwise handled by, either the Customer, or NOVUTECH, in the course of the performance of their respective obligations under the Agreement as well as in the course of the negotiation, development and conclusion of the Agreement is deemed to be of a confidential nature;

1.6. Customer: any natural person or entity that purchase the Bundle from NOVUTECH.

1.7. Force Majeure: any delay, execution failure, damage, loss or destruction, or malfunction affecting the provision of the Bundle, or any consequence thereof, caused or occasioned by or due to force majeure event, such as, but not limited to, flooding, inclement weather, storms, floods, droughts, fire, earthquakes, destruction by thunderbolt, power outages, explosions, wars, riots, destruction of machinery or equipment, unavailability of means of transport, malfunctions or interruptions in the electrical network or telecommunication, strikes, occupancy of premises, work stoppages, acts or omissions of third parties, or any other cause beyond the reasonable control of each Party preventing the normal performance of the Agreement and which cannot be resolved by reasonable measures ;

1.8. Intellectual Property Rights: all patents, copyrights, design rights, trademark rights, trade name, trade secret, skill, database right, and any other intellectual property right (registered or not) and all applications of these throughout the world;

1.9. NetSuite: a group of software services used to manage the Customer’s business operations and client relations, owned and operated by a Third Party Supplier

1.10. Quote: the contractual document describing at least the services to be provided by NOVUTECH in the context of the Bundle and the price of the Bundle.

1.11. Third Party Supplier: any supplier whose services/components specified in the Quote and that are necessary in order for the Bundle to be functional

1.12. Services: the services provided by NOVUTECH and which are part of the Bundle.

2. T&C acceptance and opposability

2.1. By signing the Quote, the Customer is considered as having agreed the last version of the T&C.

2.2. The T&C may be amended at any time by NOVUTECH depending on the evolution of the applicable rules and its own needs. The new T&C apply as soon as they are published on NOVUTECH’s Website, at the following address: https://www.novutech.com/connectobank-terms-and-conditions/

3. Quote and conclusion of the Agreement

3.1. When receiving a request from the Customer, NOVUTECH issues a Quote describing at least the Bundle content and rates and submits it to the Customer. All rates quoted in NOVUTECH Quote are valid for a maximum of three (3) weeks, unless expressly otherwise stated in the Quote.

3.2. Any Quote is, by nature, non-final and may be subject to changes until NOVUTECH’s received of the signed Quote. Only the reception by NOVUTECH of the signed Quote makes binding commitments and constitutes the Agreement between the Parties.

4. Price and payment

4.1. Every invoice sente by NOVUTECH must be paid within one (1) month from their issue date.

4.2. Payment of a set-up fee (“one time set up”), which amount is specified in the Quote, is requested by NOVUTECH. In the absence of payment of the specified amount within a one (1) month period from the Agreement’s effective date, NOVUTECH reserves the right to terminate the Agreement, without prior warning and without compensation to the Customer.

4.3. When specified in the Quote, NOVUTECH shall invoice the costs of Third Party Suppliers’ services and/or components to the Customer.

4.4. The invoices relative to the Annual Fee are sent on a yearly basis to the Customer.

4.5. When payment is not received within the specified timeframe, NOVUTECH is allowed to suspend, without warning, the provision of the Bundle.

4.6. Any challenge about the invoice(s) must be addressed in writing to NOVUTECH within seven (7) Business Days from their issue date. After that period, the invoice(s) will be considered as irrevocably accepted by the Customer.

5. Scope and provision of the Services

5.1. Services which are part of the Bundle, and therefore subject to the Agreement are the ones described in the Quote.

5.2. Any modification of the Services occurring after the Quote signature must be the subject of a prior written agreement by NOVUTECH and, if applicable, a new Quote.

5.3. The Customer acknowledges that the provision of certain services and/or components by identified Third Party Suppliers is necessary in order for the Bundle to be functional. The said services and Third-Party Suppliers are identified in the Quote.

5.4. The provision of the needed services and/or components specified in clause 5.3 is done by the relevant Third Party Suppliers according to their own service levels. It is the sole responsibility of the Customer to assess the relevance of the Third Party Suppliers’s service levels in relation with its own activity.

5.5. Except when stated otherwise in the Quote, all materials used in the context of the Services’ provision are sole property of NOVUTECH. When the provision of the Services requires it, NOVUTECH may grant to the Customer a non-exclusive license to use such materials for a duration equivalent to the one of the Agreement, unless the Quote states otherwise. This license does not include the right to sublicense, sell or otherwise multiply or disclose the software in any way. The compensation for this licence is encompassed in the Annual Fee.

6. Background

6.1. Upon commencement of the Agreement, NOVUTECH will as quickly as possible provide Customer with the Background described in the Quote. Delivery of the Background is done online through the NetSuite service. The Customer shall provide NOVUTECH with the NetSuite account ID information that is required to identify the Customer on the NetSuite platform for the delivery of the Background. The Customer shall also provide NOVUTECH with the necessary access and authorization on its NetSuite account to perform the installation of the Background.

6.2. Form the date specified on the Quote, NOVUTECH grants to the Customer a non-exclusive license to use the Background for a duration equivalent to the one of the Agreement, unless the Quote states otherwise. This license does not include the right to sublicense, sell or otherwise multiply or disclose the software in any way. The compensation for this licence is encompassed in the Annual Fee.

6.3. NOVUTECH remains the sole holder of the Intellectual Property Rights on the components composing the Background. None of these components may be copied or used without the prior written permission of NOVUTECH, except and to the extent permitted by mandatory law.

6.4. By no means, the signature of the Agreement may be construed as an assignment of any Intellectual Property Right to the Customer.

6.5. NOVUTECH is not the holder of Intellectual Property Rights pertaining to other software, coding languages, etc. potentially required for the Background’s proper operation. The licences and other conditions of use specific to these third party components shall apply, as the case may be. It is the sole responsibility of the Customer to obtain such rights and authorization pertaining to those components.

6.6. NOVUTECH reserves the right to momentarily interrupt, suspend or modify the access the Background for maintenance or technical reasons. Such occurrences will be announced fourteen (14) days before they take place. NOVUTECH may by no means be held liable of the potential harm suffered by the Customer due to the temporary unavailability of the Background due to maintenance operations.

6.7. Customers are encouraged to suggest new features and improvements. The final decision to implement any of the changes is solely up to NOVUTECH.

6.8. Updates and upgrades are periodically and automatically pushed to the Customer through the NetSuite Platform.

7. Liability

7.1. Unless explicitly provided otherwise, all the obligations of NOVUTECH under the Agreement are obligations of means.

7.2. The timelines potentially communicated by NOVUTECH are only indicative.

7.3. The Bundle is provided as it is, without any warranty in respect to its performances and to its adequation to the Customer’s activity specific needs.

7.4. Each Party shall seek to limit the damage as much as possible, whether resulting from its own failure or the failure of the other Party.

7.5. Except expressly otherwise stated in this Agreement, neither Party shall be liable for any damage beyond the liability cap equal to the amount paid by Customer in the twelve (12) calendar months prior to the moment the cause of the damage occurred.

7.6. No Party limits or excludes its liability for fraud or wilful misconduct.

7.7. Neither Party shall be liable for indirect or consequential damage under or in connection with the Agreement or under or in connection with the Agreement, including without limitation financial damage, commercial loss resulting from the use or impossibility to use the Bundle, in whole or in part.

7.8. NOVUTECH shall not be held liable for any damages in connection with the provision of Third Party Suppliers’ services and/or components specified in clause 5.3 of present Agreement. NOVUTECH shall neither be held liable for any unavailability of the Bundle due to a Third Party Supplier’s behaviour.

8. Force majeure

8.1. Neither Party shall be liable for any non-performance of its obligations, to the extent that such non-performance was directly caused by a Force Majeure event.

8.2. The Party claiming force majeure shall only be excused provided that it (a) continues to use all reasonable endeavours to limit the effect of non-performance and to recommence performance as soon as possible and (b) immediately notifies the other Party by telephone (to be confirmed in writing within five (5) days of the inception of such non-performance) and describes in reasonable detail the circumstances causing such Force Majeure event and the likely duration of the non-performance. In any such case, the performance of the affected Party’s obligations, to the extent affected by the cause, shall be suspended during the period that the Force Majeure event persists. If performance is not resumed within thirty (30) days after the notice from the affected Party to the other Party, the other Party may terminate this Agreement, immediately and without any compensation, by written notice to the affected Party.

9. Confidentiality

9.1. The Parties agree that the following terms apply when a NOVUTECH discloses Confidential Information to the Customer and when the Customer discloses Confidential Information to the NOVUTECH.

9.2. The Parties undertake to treat as confidential all Confidential Information in any medium or format, which they receive from each other.

9.3. The Parties shall use Confidential Information they disclose to each other, process or otherwise handle in the course of the negotiation, development and conclusion of the Agreement for the sole purpose of the negotiation, development and conclusion of the Agreement. The Parties shall not copy or reproduce such Confidential Information in any form whatsoever except as may be strictly necessary for the purposes of the negotiation, development and conclusion of the Agreement.

9.4. The Parties shall in addition:
a) use the utmost care and discretion to avoid disclosure, publication, or dissemination of Confidential Information;
b) use Confidential Information only for the purpose for which it was disclosed under the Agreement;
c) observe a general obligation of discretion regarding the information received from each other;
d) ensure that their personnel, affiliates, directors, officers, agents who will be working on the provision of the Bundle are bound by all obligations of confidentiality under this clause 9;
e) keep secret and preserve the confidentiality of all Confidential Information disclosed to them;
f) ensure that access to Confidential Information is limited to directors, officers, employees and professional advisors who reasonably need to know the Confidential Information to carry out the proper execution of the Agreement; and
g) be liable for any breach of this clause by any of their directors, officers, personnel or professional advisors.

9.5. A Party shall not disclose, publish, or disseminate the terms of the Agreement without the prior written consent of the other Party, except to the extent permitted by this clause.

9.6. The Parties shall protect Confidential Information for as long as the Confidential Information is in their possession, without the possibility of contractual waiver or limitation.

9.7. When the Confidential Information is no longer regarded as relevant, upon request from a Party, and upon termination of the Agreement, the other Party shall promptly return all Confidential Information, or any item thereof if such is requested, having come into the other Party’s possession as a part or result of the Agreement. Upon request by a Party and in any case upon termination of the Agreement, the other Party shall destroy or cause to be destroyed all Confidential Information. In these cases, that Party shall confirm in writing that it has destroyed all Confidential Information and provide up-to-date list of destroyed materials.

9.8. Except to the extent and for the duration required in order for the Parties to comply with their obligations under the Agreement, nothing in this clause shall be construed so as to grant to a Party any right, whether by ownership, license or otherwise, in the Intellectual Property Rights of the other Party.

9.9. This clause shall not apply to any information which:
a) is or becomes generally available to the public other than as a result of a breach of this clause;
b) is acquired from a third party owing no confidentiality obligation to a Party, in respect of that information, where the use or disclosure accords with rights lawfully granted by that third party;
c) is independently developed by a Party without use of the other Party’s Confidential Information as evidenced by written records;
d) is already known by the other Party at the time of its receipt, as evidenced by its written records; or
e) a Party is required by any applicable legislation to disclose, provided always that a Party should, to the extent reasonably possible whilst complying with the applicable legislation, notify the other Party of such requirements prior to any such disclosure and provide the notified Party with a reasonable opportunity to contest the requirement to disclose the information or to limit the extent of the disclosure.

10. Processing of personal data

10.1. Each Party Parties shall comply with all data protection and privacy laws applicable to it and shall not, by any act or omission, put the other Party in breach of any data protection or privacy laws (in so far as such laws are applicable to the said other Party) in connection with the Agreement.

All the terms which are not defined in the present provision have to be understood in accordance with the relevant European Union legislation on data protection.

10.2. NOVUTECH collects Customer personal data via the Background, on the instructions of the Customer, on the behalf of the Customer, and for the Customer’s own purposes, in his data controller quality.

The Customer, acting as data controller, undertakes to comply with all legislation specified in clause 10.1.

The Customer hereby grant a general authorization to NOVUTECH to engage any subprocessor it sees fit for the provision of the Bundle. NOVUTECH shall however inform the Customer in case of any subprocessor’s inclusion or replacement.

NOVUTECH, acting as a processor, shall only process the Customer personal data on instruction of the Customer, and to the extent necessary for the Bundle provision, unless required to do so by Union or Member State law to which NOVUTECH is subject. May that be the case, NOVUTECH shall inform the Customer of the said legal requirement before the processing unless that law prohibits such information on important grounds of public interest.

NOVUTECH, acting as a processor, undertake to
a) Ensure that the personnel authorized to process Customer personal data are bound by an appropriate confidentiality obligation ;
b) take appropriate technical and organizational measures against the unauthorized or unlawful processing of the personal data and against actual loss or destruction of, or damage to, the personal data and be responsible for safeguard of personal data;
c) notify immediately to the Customer any breach of security or non-compliance with the Agreement which might affect the confidentiality or integrity of personal data processed under the performance of the Agreement, and share with the Customer any useful information regarding the origin, scope and consequences of the problem, so that the other Party, as a data controller, will be in a position to comply with its legal obligations to inform the competent authorities and data subjects. In such a case, NOVUTECH shall also provide any useful assistance to the Customer regarding the implementation of any measures which might be ordered by the competent authorities to fix the issue or mitigate the risks;
d) Assist the Customer in the fulfilment of his obligation to answer to data subject right’s requests;
e) Assist the Customer in regard to his compliance with the obligations imposed to him by article 32 to 36 of GDPR;

NOVUTECH only collects and processes the following Customer personal data on the behalf of the Customer:

a) Banking information of the Customer’s employee(s)/client(s)/supplier(s) (name, surname, bank account number, employees’ revenue);
b) Authentication information of the users allowed by the Customer to use the Bundle (name, surname, credentials)

10.3. Personal data relating to either Party staff (name, surname, position, contact details) are processed by the other Party in accordance with the General Data Protection Regulation (GDPR) and any applicable implementation rules for the needs of the performance of the Agreement:

a) to enable the performance of the Agreement and its follow-up by both Parties, including invoicing and payment;
b) to enable each Party relevant staff to contact the other Party relevant staff, as required for the proper performance of the Agreement.

The provision of the personal data relating to the other Party staff is a requirement for entering and performing the Agreement.

Personal data relating to the other Party staff can also be processed by each Party based on its legitimate interest to run its usual business:

a) for security reasons and to prevent fraud,
b) for internal monitoring of the Agreement performance,
c) to inform the other Party staff on and/or request consent for any possible additional purpose of processing.

Where strictly necessary, the personal data relating to the other Party staff may be communicated to the following third-parties:

a) the group to which belongs the concerned Party, for monitoring and reporting purposes,
b) BPOST or any similar company in charge of delivery of letters or parcels,
c) the public administrations in charge of tax and social security, the accountants of the Parties, to ensure compliance with the concerned Party legal obligations.

The personal data relating to the other Party staff shall be stored for no longer than ten (10) years after the termination of the Agreement.

Any transfer of the personal data relating to the other Party staff outside of the European Union is subject to the strict compliance with the requirements set forth in the GDPR, i.e. implementation of all appropriate measures through the signature of a contract with the recipient, based on the standard clauses edited by the European Commission (this contract being available for review at the head office of the concerned Party).

For any GDPR related enquiry, each Party can be contacted as follows:

a) for NOVUTECH : welcome@novutech.com

b) for the Customer: the email address specified on the Quote;

Each Party or its staff may (upon request dated and signed sent by email to the other Party with the proof of the data subject identity) obtain, free of charge if it is a reasonable volume, the written communication of processed personal data and the portability of the data, as well as, where appropriate, rectification, restriction of processing, deletion of those which are inaccurate, incomplete or irrelevant. The application is considered as dismisses where no action has been taken on the application within thirty (30) days of the request. You may apply to or lodge a complaint with the Belgian Data Protection Authority (Rue de la presse 35, 1000 Brussels – contact@apd-gba.be – Tel. + 32 2 274 48 00 – Fax + 32 2 274 48 35) for the exercise of these rights.

11. Non-solicitation

11.1. During the term of the Agreement, as well as for a period of one (1) year after the expiry or termination of the Agreement, neither Party shall in any form whatsoever, directly or indirectly, proceed to
a) employ an employee or a former employee of the other Party directly involved in the provision of the Bundle until six (6) months after the termination of his (employment) contract or;
b) enter into a cooperation on an independent basis, (directly, via any company or via a third party), with an employee or a former employee of the other Party for six (6) months after the termination of his (employment) contract, unless this is done with the other Party’s express prior written consent.

11.2. The Party acting in breach of present clause shall forfeit an immediately due and non-mitigable compensation of six (6) months’ gross wage and salary of the employee concerned, without prejudice to the right to claim additional compensation.

12. Term and termination

12.1. The Agreement begins on the effective date specified in the Quote.

12.2. The Agreement is concluded for an initial period of three (3) years.

12.3. During the initial period mentioned in clause 12.2., and unless explicitly agreed otherwise in the Agreement, neither Party may unilaterally terminate this Agreement before its minimum term has expired, unless for cause, in the following circumstances:
a) Insofar as legally possible, either Party shall have the right, without prejudice to its other rights or remedies, to terminate the Agreement with immediate effect (without necessity for judicial action) by written notice to the other Party in the event the other Party becomes insolvent, applies for bankruptcy, or an order is made or a resolution passed for the bankruptcy, liquidation, administration, winding-up or dissolution of the other Party, or a trustee, liquidator, administrator or similar officer is appointed over all or any substantial part of the assets of the other Party, or anything similar to the foregoing occurs.
b) Each Party shall have the right, without prejudice to its other rights or remedies, to terminate the Agreement with immediate effect (without necessity for judicial action) by written notice to the other Party in the event that Party is in material breach of the Agreement and either that breach is not capable of remedy or, if the breach is capable of remedy, the Party in breach has failed to remedy the breach within thirty (30) days after receiving written notice of default requiring it to do so.

12.4. At the expiring of the initial period specified in clause 12.2., the Agreement is silently renewed with successive terms of a one (1) year period (renewal period).

12.5. During each renewal period, the Customer may terminate the Agreement per the end of a renewal term while taking into account a three (3) months ‘notice period.

12.6. During these renewal periods, each Party may also terminate the Agreement following the terms of clause 12.3 a) and b).

12.7. All obligations of the Parties that accrued prior to termination of this Agreement shall survive termination of this Agreement.

13. Interpretation of the T&C

13.1. Except when stated otherwise, the plurals terms encompass the singular terms and conversely.

13.2. The terms which are not defined in clause 1 are to be understood in their common sense.

13.3. Express when stated otherwise, the enumerations are never limitative.

14. Severability

14.1. If any provision or part of provision of the T&C is held to be invalid, illegal, or unenforceable, the remaining provisions of T&C or parts thereof will not in any way be affected or impaired, and the invalid, illegal, or unenforceable provision or part thereof will be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable legislation and preserving to the fullest extent possible the intent and agreements of the Parties as set forth in the Agreement.

14.2. Each Party shall use its best effort to immediately negotiate, in good faith, a valid replacement clause which shall preserve intent and agreements.

15. No waiver

15.1. Neither failure to exercise nor any delay in exercising any right, power or remedy by a Party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting such waiver unless it is made in writing.

16. Independence

16.1. NOVUTECH and its employees are independent contractors and nothing in the Agreement shall render them an employee, an agent or partner of the Customer. NOVUTECH shall not and shall ensure that its employees shall not hold themselves out as such. NOVUTECH and its employees shall not have any right or power to bind the Customer to any obligation towards any third-party.

16.2. NOVUTECH is retained or engaged by the Customer only for the purpose of providing the Bundle to the extent set forth in the Agreement. NOVUTECH’s relation to the Customer shall, during the term of the Agreement, be that of an independent contractor and as such NOVUTECH shall be free to dispose of such portion of its time, energy and skill in such a manner as NOVUTECH sees fit.

16.3. The Agreement shall not establish a joint venture, agency or partnership between the Customer and NOVUTECH.

16.4. NOVUTECH shall not be considered under the Agreement or otherwise or in any way as having the status of employee or being entitled to participate in any plans, schemes, arrangements or distributions by the Customer pertaining to or in connection with any person, stock, bonus, profit sharing or other benefits provided ordinarily by the Customer to its employees.

17. Assignment

17.1. The Customer may not transfer, assign or novate its rights and/or obligations, under the Agreement without the prior written consent of NOVUTECH.

17.2. Any assignment, transfer or novation of all or any part of the Agreement or attempt thereto, that does not comply with this clause, is void and shall have no effect. Such an attempt will be considered as a material breach of the Customer.

18. Notifications

18.1. All notices that a Party is required or permitted to provide to the other Party in connection with this Agreement shall be in writing and shall be done at the address/contact details mentioned in the Quote. A notice shall be deemed to have been duly given:
a) on the date of delivery mentioned on the proof of delivery, when sent by registered or certified mail, postage prepaid and with proof of delivery;
b) the first Business Day following the day the notice is sent, if sent by facsimile or by email provided that the facsimile or email transmission is promptly confirmed by telephone or by an electronic receipt;
c) the date of delivery, if delivered personally to the intended recipient;

18.2. If a Party wishes to modify the address/contact details, it shall send the new address/contact details to the other Party, according to the contact details provided on the Quote.

19. Applicable law and dispute

19.1. This Agreement is governed by and interpreted in accordance with Belgian law.

19.2. The courts of Brabant-wallon shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.

General terms and business

These general terms of business are intended to regulate the contractual relationship between the client and the SRL NOVUTECH, with registered office in Belgium, in 1420 Braine-l’Alleud, Rue Longue 171, registered with the Crossroads Bank for Enterprises under number 0725.984.919 (hereinafter referred to as the “Company“).

The “Client” means any undertaking within the meaning of article I.1.1° of the Belgian Code of Economic Law that avails itself of the Company’s services.

The Company and the Client are hereinafter collectively referred to as the “Parties” and individually as the “Party“.

Article 1 – General points

‍The Company offers IT services and digital business-management tools, in particular (i) ERP Cloud Oracle-NetSuite implementation, (ii) optimisation of the configuration and bespoke customisation (on the basis of a “Health Check”) of ERP Cloud Oracle-NetSuite, and (iii) ERP Oracle-NetSuite support and administration services (hereinafter referred to as the “Services“).

As the Company exclusively supplies its Services to professional users, the Client shall under no circumstances be regarded as a consumer within the meaning of the Code of Economic Law and shall on no account be entitled to claim the application of the consumer protection laws.

The Client expressly recognises that the Company’s Services are provided on a strictly independent basis.

These general terms of business supersede any other terms and conditions even if they stipulate the opposite. The Company is free to amend its general terms of business at any time, in which case the Client shall be notified at the earliest opportunity. The new version of the general terms of business shall only apply to contracts that are concluded after the new version has come into effect.

The Client is bound by these general terms of business as soon as it has signed the quotation referred to in article 2. The Client is presumed to have read, understood and accepted these general terms of business in full.

Article 2 – Quotations, prices and contract documents

‍To provide the Client with a detailed quotation for the chosen Services, the Company will, at the Client’s request, organise a meeting with the Client whether at the Company’s premises, by telephone or by any other means of electronic communication.

On the basis of the Client’s requirements, the Company will issue the Client with a quotation for each Service the Client requires, specifying the date(s) on which the Services will be supplied, the amount, the place of performance and the price for the various Services the Client has ordered. The Company may only perform its services based on the information provided by the Client. Accordingly, the Client undertakes to provide the Company with the relevant information by the deadlines agreed upon with the Company. Failing that, the Company will not be in a position to guarantee that the services will be performed within the proposed time frame. Likewise, it is up to the Client to check the Services the Company is to supply for any inconsistencies and to notify the Company of any errors without delay. The Company’s quotations remain valid for 30 calendar days.

Any changes the Client chooses to make after the quotation has been issued will give rise to an amendment to that quotation and, where appropriate, to a change in the cost of the Services.

Prices are fixed and are not subject to modification, even at the Client’s request. Once the Client has accepted the quotation, the Company will not entertain any further negotiations or bargaining.

The Client may accept the content of the quotation by: (i) signing the quotation preceded by the handwritten words “read and approved” and the date of signature; (ii) confirming acceptance by email.

In any case, the quotation may be returned signed by hand or electronically, provided that the Client’s acceptance is visible, identifiable and unequivocal.

In cases where the Company issues its quotation electronically, i.e. by email, the Client expressly agrees that this exchange establishes the contractual relationship between the Parties and that it can be used as proof of its existence.

Article 3 – Duration of the Agreement

‍The provision of the “Health Check” Services will vary according to the scope of the operations to be covered. Accordingly, the Parties are bound for a specified period of time which comes to an end once the “Health Check” assignment has been completed.

For the other Services to be furnished by the Company, the Parties are also bound by a fixed-term agreement which comes into effect on the date the Client accepts the Company’s quotation. The Parties are free to terminate the Agreement in accordance with the provisions of article 12 of these general terms of business.

Article 4 – Specific characteristics of the Services

‍To allow the Company to supply its Services in an effective and optimal manner, the Client undertakes to:

provide to the Company with all the information and documents needed to allow it to carry out its assignment;
give to the Company access to all the Service-related facilities, equipment and premises, either remotely or at the place where the Parties have agreed that the Services will be performed, (including, in particular, access to the NetSuite Sandbox environment, Production and other development accounts).
Failure to comply with this provision shall be considered as serious breach to the Client’s obligations.

Services provided at times regarded as unusual, such as, in particular, outside normal working hours, may give rise to a surcharge on the initial quotation. These surcharges will be passed on to the Client if the service at irregular times is provided at the Client’s request.

Article 5 – Performance of the Services and independence of the Parties

‍The Company undertakes to provide the Services it is entrusted with in full and perfectly, and with the confidentiality, reliability and competence the Client is entitled to expect from a specialised and experienced firm.

The Company undertakes to supply its Services independently. The Client may however make suggestions about the provision of the Services. In such a case, the Company will take into account the suggestions it considers as appropriate. The obligation to perform certain tasks at a given moment in time will purely depend on the nature of the tasks in question. The Company shall organise its work as it sees fit. It shall perform its Services to the best of its ability, in good faith and in accordance with the provisions of these general terms of business.

When the Company considers that the provision of the Services will involve travel costs which were not part of the initial quotation, the Parties shall cooperate in good faith in order to find an agreement on the method of valuation and invoicing of such travel costs.

The Company undertakes to comply with all the statutory, social, tax and commercial obligations incumbent on independent undertakings.

The Company is free to assign members of its staff to the performance of its Services. In that case, the Client shall not be entitled to exercise any control, hierarchical or otherwise, over the members of staff in question. Any advice or instructions the Client may wish to give the Company in relation to the performance of the tasks the Client entrusts to the Company shall extend to the proper performance of the Services only and shall not amount to interference in the management of the Company.

Any documents that are communicated, any correspondence that is exchanged and any talks that take place between the Client and the Company for this purpose shall be regarded as tools that are indispensable to the proper performance of the Services and shall never give rise to any relationship of subordination between the Client and the Company (or, as the case may be, its staff).

The Company is expressly authorised to supply other clients – including competitors of the Client – with services, whether during the lifetime of this Agreement or thereafter. However, the Company is not permitted to share any data furnished by the Client or the group the Client forms part of with third parties or to use them for their benefit.

Article 6 – Invoicing and payment

‍In consideration of the Services the Company supplies, the Client shall pay it in accordance with the terms set out in the quotation the Client was issued with and accepted.

During the provision of the Services, the Client may require urgent work from the Company. If such urgent work is not part of the initial quotation signed by the Client, or constitutes a modification to the modalities of Services’ provision as planned in the initial quotation, the Company shall first submit to the Client a new quotation solely regarding this urgent work. As long as the Client has not accepted this quotation in accordance with article 2 of present document, the Company shall not provide the urgent work required by the Client. For the sake of clarity, the Services which are not encompassed in the new quotation shall be provided according to the terms of the initial quotation.

The Client shall cover the costs associated with the performance of the Services to the Client in line with the specific agreement the Parties concluded for each individual project.

Unless otherwise agreed between the Parties, the Company shall invoice the Client for its Services on a monthly basis. All invoices are payable, in the currency of the invoice, within 30 days of issue, as per the invoice date.

The Company shall only accept the following payment methods: bank transfer into SRL Novutech account no. BE48 0018 6329 5127.

The Client will receive the Company’s invoices by post or by email. Invoices transmitted by email will be sent to the email address the Client communicated at the time it signed the quotation. On no account shall the Company be held responsible if the email address the Client communicated proves to be incorrect.

Furthermore, the Client is obliged to notify the Company without delay if its contact email address changes. No payment extensions will be granted to the Client if it fails to notify the Company of a change in the email address invoice(s) must be sent to.

Any Services commenced that the Client decides to cancel in the course of performance shall be invoiced on the basis of the Services supplied already.

In addition to the above, any unprotested invoice that has not been settled by its due date shall automatically be subject to interest at the rate of 12 %. Any invoices that are not settled within 30 days of their issue date shall be increased by 10 % as a contractual, fixed and irreducible penalty.

Article 7 – Suspension of the Services

‍Any suspension by the Company of the provision of its Services due to the non-payment or late payment of the Company’s invoices shall be undertaken ipso jure and without prior formal notice; however, the Client shall be informed of any such suspension.

The suspension of Services referred to above shall apply to all the timelines agreed between the Company and the Client. The Company shall not be liable for compensation of any kind for whatever losses the Client may sustain as a result of the Services and/or the deadlines provided for having been suspended in the context of this clause.

Article 8 – Responsibilities of the Company

‍Although the Company is responsible for the quality of its Services, it is bound by a best-efforts obligation only.

The Company cannot be held responsible for problems connecting to the Cloud NetSuite application (downtime/failures), the slowness of the application or any other issues with the Client’s cloud computing equipment or complications caused by third parties.

Neither shall the Company assume any responsibility if erroneous data are communicated by the Client or a third party presenting itself as the Client.

Where damage is caused through fault of the Company, its liability shall be limited to the direct and foreseeable damage. Gross negligence or wilful misconduct as established by the courts excepted, the Company shall never be liable for any indirect damage the Client may sustain through its fault, such as, in particular, financial or commercial losses, loss of opportunity, loss of income, loss of clientele or an increase in overheads.

On no account can the Company be held liable for losses that are sustained as a result of the loss of use, contracts, data, goodwill, revenue or profits or any other losses, or for any damage or consecutive, special, indirect or incidental expenses that may arise through fault of the Company, unless the Client can prove that they were the result of gross negligence or wilful misconduct on the part of the Company.

Even in case of gross negligence, the maximum compensation for the losses sustained shall be limited to the material damage that directly arose from the negligence attributable to the Company, to the exclusion of any other damage, and shall never exceed the (VAT exclusive) amount the Client paid for the Services that caused the damage.

If it turns out that two or more losses were caused by one and the same act of negligence attributable to the Company, the losses in question shall be regarded as one single operative event that caused the damage the Client sustained.

Article 9 – Responsibilities of the Client

In the context of the performance of the Services, the Client shall cooperate with the Company and its subcontractors, in particular, by providing them with the appropriate facilities and with prompt access to the Client’s data, information and staff. The Client is responsible for the performance of its staff and of any third parties working for its account and for the timeliness, accuracy and completeness of all data and information provided; shall ensure that such data and information are not misleading. The Client recognises and accepts that the performance of the Services, the estimated timeline and the fees all depend on the Client’s cooperation and good faith in virtue of these general terms of business, on its decisions and on its timely approval of the Services. The Company and its subcontractors, if any, are permitted to rely on all the Client’s decisions and confirmations and the latter guarantees that all the documents are signed by duly authorised persons.

The Client also undertakes to ensure that the cooperation with the Company runs smoothly by seeing to it that all the assumptions and preconditions the Company listed in its quotation for the Services are complied with, in view of the fact that the timeline, cost and resources needed to ensure the proper performance of the Services are established on the basis of the Company’s assumptions and preconditions. It is up to the Client to inform the Company, at the latest at the moment it accepts the Company’s quotation, if it is not in a position to meet any one of these preconditions.

Article 10 – Timeline for completion

‍The timelines the Company communicated to the Client are provided for information purposes only. They shall be suspended in cases of force majeure, if the payment terms are not adhered to, or if the information to be provided by the Client is communicated late or proves to be incomplete or inaccurate.

Any delay attributable to the Client will lead to an extension of the timelines for completion. The Client is not entitled to cite the timelines as grounds for rescinding the contract, claiming damages or asserting any other claim.

A delay in the performance of the Services shall not give rise to the payment of damages unless it has been indisputably demonstrated that the delay was caused through gross negligence on the part of the Company.

Article 11 – Subcontractors

‍The Company is allowed to hire subcontractors to perform all or part of the Services to be provided by the Company in accordance with the quotation.

However, this authorization is subject to the requirement that:

the Company undertakes to ensure that the subcontractor it assigns have the competence to perform the tasks agreed upon.
the Company imposes appropriate contractual arrangements and, if applicable, take all necessary measures to ensure that the concerned subcontractor shall comply with the obligations set forth in these general terms of business and in the quotation.
the Company informs the Client in writing of the involvement of a subcontractor, by providing all relevant information regarding: (1) the identity of the subcontractor, (2) the contact details of the subcontractor, and (3) the scope of the subcontracted Services.
The Company shall remain fully responsible for all acts and omissions of its subcontractors, notwithstanding the agreement of the Client to the concerned subcontracting.

For the avoidance of doubt, it is however agreed that the subcontractors of the Company shall not subcontract any of their obligations without the Client’s prior written consent.

The Company expressly declares that its representatives, agents and members of staff are strictly independent from the Client and shall never act as representatives, agents or employees of the Client. Accordingly, they shall never find themselves in an employer-employee relationship and the Client shall not exert any form of authority or control that pertains to employers over them.

Article 12 – End of the Agreement and sanctions

‍Fixed-term contracts come to an end on their expiry date and cannot be tacitly renewed by the Parties except by means of a written agreement signed by both Parties.

Either Party is free to terminate the present Agreement with immediate effect and without prior notice in cases where the other Party is in serious breach of this Agreement. In such a case, the Party who terminates the Agreement shall not be liable for compensation. However, compensation, corresponding to the length of the notice period that should normally have been given, shall be due from the Party found to be in serious breach of contract, without prejudice to the right to claim further damages subject to proof of the damage sustained being delivered. The Parties hereby agree that serious breach means any failure by either Party to address a violation of any provision of these general terms of business within thirty days of the other Party having issued the defaulting Party with formal notice to that effect by registered letter.

Any shortcomings that cannot be qualified as serious shall first be discussed between the Parties so that they can be avoided in the future, but may, if they recur, lead to the termination of the contractual relationship between the Parties in accordance with the present clause.

Except in case of proven serious breach, if the Client terminates the contractual relationship, it shall pay the Company compensation amounting to 30 % of the price for the Services that have not yet been provided at the time of contract termination (excluding tax); the Company shall be entitled to this payment, which shall be invoiced to the Client by way of damages.

Article 13 – Confidentiality

‍Any confidential data relating to the Client, the Company or third parties intervening in the context of the contractual relationship, gathered by whatever means, and, essentially, by email, orally, including any future information, are/is intended for the performance of the contract and communication between the Parties only. They/it shall not be disclosed or assigned to third parties without the Parties’ consent.

Both the Company and the Client are obliged to respect the confidentiality of the information and to only use it insofar as strictly necessary to fulfil their respective obligations.

In the event of non-compliance with this confidentiality principle, both the Company and the Client may seek compensation from the offending Party for the prejudice sustained.

Article 14 – Intellectual property

‍The intellectual property rights pertaining to all the constituents of the Services the Company performs on behalf of the Client are and remain the Company’s sole property.

In the light of the preceding paragraph, the Client is not under any circumstances permitted to make any changes to the Company’s work once the Services have come to an end, except with the explicit consent of the Company as formulated in the quotation or, subsequently, in writing. In the event of unauthorised changes, the Company is entitled to sue the Client for compensation for any prejudice it may sustain as a result of a violation of its intellectual property rights and, where appropriate, for additional damages.

In no case may the Company be held accountable for any changes the Client has made.

Furthermore, the Client is obliged to comply with the terms of the user licence for the NetSuite software. On no account may the Company be held responsible for violations of the intellectual or industrial rights of third parties by the Client. The Client shall indemnify the Company for any claims third parties may file against it on that account.

Article 15 – Personal data

‍Any personal data relating to the Client as defined by European Data Protection Regulation No 2016/679 shall be processed in accordance with the aforesaid Regulation. They shall be processed on the basis of the contractual relationship between the Parties.

The Client confirms that it has been informed of its data protection rights and has taken note of the Company’s Privacy Policy.

By agreeing to the present document, the Client grants a general and written authorization to the Company to hire subcontractors.

Where subcontractors fail to fulfil their data protection obligations, the Company shall remain fully liable to the Client for the performance of the subcontractors’ obligations. When the Company is hiring a subcontractor in the context of the provision of the Services, it shall:

– ensure that all relevant legal requirements regarding data protection are met;

– comply with all information, publicity and data subject right requirements;

– impose to the Subcontractor, within the subcontracting agreement, standard data processor provisions which will impose obligations similar as those set forth in present Article.

Article 16 – Non-poaching clause

‍For the duration of their contractual relationship and for 12 months thereafter, both the Client and the Company undertake not to recruit or foster any collaborative relationship, whether directly or indirectly, in any form whatsoever, with the staff working for or with the Company or the Client during the performance of this Agreement.

The Party who violates this clause shall pay the Party deprived of the worker lump-sum damages equal to six months’ pay of the worker concerned, without prejudice to the right of the injured Party to apply for an injunction against the Party in breach of its undertakings. These damages represent a penalty corresponding firstly to the expenses any headhunter would normally charge to find a worker with equivalent competences, and, secondly, to the loss of earnings, the disruption of activities and the harm to the reputation of the Party deprived of its worker.

Article 17 – Collection of testimonials

‍The Company may ask the Client for a written, oral or visual testimonial about the supply of the Services and for its personal opinion on the quality of those Services. The Client is under no obligation to provide any such testimonial. If the Client agrees, the Company will ask the Client to confirm its consent in writing. The testimonials the Company collects may be used for documentation, marketing or reference purposes.

Article 18 – Complaints

‍Any complaint on the part of the Client must be made immediately, in writing, and at the latest within fourteen calendar days of the circumstance giving rise to the complaint, date as per mail.

This complaint can be sent by email, to the following address : welcome@novutech.com.

Article 19 – Force majeure

‍The Company declines any and all liability, both at a contractual and at an extracontractual level, for the non-performance of its obligations if this non-performance is caused by an event of force majeure or unforeseeable circumstances.

Force majeure means any sudden and unforeseeable event beyond the Parties’ control that renders the performance of the Services temporarily and utterly impossible. Events of force majeure are construed to mean, though are not limited to: fire, flooding, epidemics, acts of war or terrorism, strikes or riots, power cuts or Internet outages, actions or decisions by third parties if these affect the proper performance of the Services, or any other event that is beyond the reasonable control of the Company.

Article 20 – Nullity

‍The nullity of any provision of these general terms of business shall not in any way affect the validity of these general terms of business as a whole. Should a clause be rendered null and void, the Parties undertake to agree on a clause that has similar effects and to insert it into these general terms of business.

Article 21 – Amendments

‍Any amendment to this Agreement shall require the signed and written agreement of all the Parties to the Agreement. This written document shall remain appended to the Agreement.

Article 22 – Headings

‍The headings used in the present Agreement are used for reference purposes and convenience only. They shall not in any way affect the scope or meaning of the provisions they refer to.

Article 23 – Application of Belgian law

‍These general terms of business, including any dispute as to the validity, interpretation or performance of these general terms of business, are governed by Belgian law.

Article 24 – Dispute resolution and competent courts

‍In the event of any dispute, the Company and the Client shall first resort to mediation. To this end, the Parties undertake to attend at least one mediation session organised by a mediator accredited by the Federal Mediation Commission. If, after this meeting, it is clear that no agreement is possible, the French-speaking division of the judicial district of Walloon Brabant shall have jurisdiction.

Art. XII.6 of the Code of Economic Law and Art. 2: 20 of the Code of Companies and Associations

The website NOVUTECH.COM is the property of the following company:

Legal Name: NOVUTECH
Legal form: limited liability company (abbreviated SRL)
Headquarters address: 31 rue caraute to 1420 Braine-l’Alleud – BELGIUM
BCE Business Number: 0725.984.919
VAT number: BE0725984919
RPM: Walloon Brabant
Contact e-mail address: welcome@novutech.com
Website: www.novutech.com