Last update: 31/01/2024

1. Object and applicability

1.1 These general terms and conditions are applicable to all offers, agreements and invoices under which Depends BV (hereinafter “Depends”) delivers services, advice and/or products or transfers rights (hereinafter jointly referred to as “Services”) on behalf of clients (hereinafter the “Client”). No divergence from these general terms and conditions can be permitted, unless such divergence is expressly provided for in written special terms and conditions or is apparent from some other explicit written document issued by Depends.

1.2 The Client’s own terms and conditions are not applicable, even if the present terms and conditions have been communicated afterwards, unless they have been expressly accepted by Depends. The applicability of the present general terms and conditions is accepted by the Client by the mere fact of its acceptance of Services.

2. Offers and contracts

2.1 All offers made by Depends are on a no-obligation basis. In the absence of any agreement to the contrary, offers shall be valid for ten working days.

2.2 A binding contract is formed as soon as (i) the Client receives a written confirmation from Depends that it has accepted the order previously placed by the Client for the performance of Services (of which these general terms and conditions form an integral part), and/or (ii) Depends commences the provision of Services (hereinafter the “Contract”).

2.3 Depends shall only be bound to implement a modification of an order if this has been expressly accepted by Depends. Depends is entitled to set detailed conditions – including financial ones – for such acceptance.

3. The Client’s responsibilities

3.1 The Client should always provide the data or information necessary for the execution of the Contract on a timely basis and as appropriate.

3.2 The Client declares that it cooperate fully in the implementation, integration and testing of the Services.

3.3 The Client undertakes to communicate any changes to its business data and contact details to Depends within 15 days.

4. Payment

4.1 All invoices from Depends should be paid at Depends registered office, no later than 30 days after the invoice date and in accordance with the payment terms mentioned on the invoice, unless alternative arrangements have been expressly agreed in writing. The amount of the invoice must be paid net. Discount and bank charges shall be payable by the Client. Payment shall be made without deduction, offsetting or suspension. All prices are stated in euros and are net of VAT and other taxes.

4.2 In case of invoices addressed to EU companies with a VAT number, exemption of Belgian VAT is applicable, based on article 21§2 WBTB and article 55 Directive 2006/112/EC

4.3 The Client may only validly dispute an invoice if it has served notice of its objection within ten working days of the invoice date.

4.4 In the event of non-payment on the due date, interest shall be due as of right and without further notice, to be calculated in accordance with the Law of 2 August 2002 on combating late payments.

4.5 Moreover, a fixed, contractually agreed compensation sum shall also be payable for any invoice which is not paid on time. This compensation shall amount to 10% of the amounts overdue per invoice, with a minimum of EUR 250 and a maximum of EUR 15000. Depends also reserves the right to claim a larger sum in compensation provided the extent of the loss can be demonstrated.

4.6 Non-payment of a single invoice on the due date shall as of right render the outstanding balance of all other invoices immediately payable, even those not yet due.

4.7 In the event of non-payment by the due date for any reason whatsoever, we reserve the right to suspend the execution of all orders and assignments currently in progress, without prior notice and without any compensation being payable.

5. Liability 

5.1 The Client accepts all responsibility and all risks associated with the use of the Services delivered by Depends. Depends shall not be liable under any circumstances, including serious fault and gross negligence, for any direct, indirect or immaterial damage such as, though not confined to, loss of income and profit, loss of customers, trading losses, loss of or damage to data, loss of contracts, falls in the results of marketing mechanisms and indicators in comparison with the start of the execution of the Services, supplementary charges, and so on, which might be the consequence of the use or inability to use the Services delivered by Depends.

5.2 Should Depends nonetheless, for any reason and notwithstanding the foregoing provision, be required to pay the Client compensation, this may not exceed the price agreed at the moment of formation of the Contract.

5.3 Depends is, without prejudice to the provisions of these general terms and conditions, not required to compensate for any damage that has not been reported in writing to Depends within twelve months of its occurrence.

6. User licence 

6.1 Depends grants the Client a non-exclusive and non-transferable right of use for an indefinite period to the products created by it or on its behalf in connection with the Services delivered on the basis of the Contract.

6.2 Copyright, patent rights, trademark rights, commercialisation rights and intellectual property rights with respect to these developed products shall reside with Depends, in the absence of an express written agreement to the contrary.

6.3 The Client grants Depends a limited, non-exclusive, non-transferable right to use the Client’s business name and logo in promotional material, on Depends website, for the publication of case studies and for use in approaching other potential clients.

7. Reservation of title 

7.1 Depends shall remain the owner of the Services and products developed for the Client until it is assured of the payment of all sums owed by the Client to Depends in connection therewith.

7.2 Should payment not be made in accordance with Art. 4.2. of these general terms and conditions, the non-exclusive, non-transferable right of use granted by Depends to the Client under Art. 6.1. shall be suspended.

8. Confidentiality 

8.1 Depends and the Client undertake to maintain strict confidentiality with regard to confidential information acquired in the execution of the Contract, unless disclosure is required by law or by a government body. In such cases, if disclosure is required, the party concerned shall consult with the other party concerning such disclosure a reasonable time in advance.

8.2 By ‘confidential information’ is meant: source code, documentation for any software, business processes, know-how, lists of clients and prospects, price strategies, marketing and business plans and so on acquired in connection with the execution of the Contract, where such information has not previously been publicly available prior to its disclosure.

8.3 Should the Contract be terminated due to non-performance by the Client, the Client shall remain bound by Articles 8.1 and 8.2 of these general terms and conditions for a period of five years after the termination of the Contract.

9. Other 

9.1 The descriptive words or sentences used as headings for the various articles of this Contract are included purely for ease of reading and are in no way intended to constitute an integral part of the general terms and conditions, and shall not under any circumstances limit or describe the scope or extent of the article in question to which they refer.

9.2 Should a provision in these general terms and conditions become invalid, illegal or unenforceable, in any way, under any applicable law, the validity, legality or enforceability of the remaining provisions shall be in no way affected or diminished. The invalid, illegal or unenforceable provision shall be replaced by a provision that most accurately reflects the intention and content of the invalid, illegal or unenforceable provision.

9.3 In connection with the performance of Services and in the absence of any express written acknowledgement of the contrary, Depends is subject to a best-effort commitment only.

9.4 Delivery deadlines that have been set in connection with the Contract are approximate only. The reasonable exceeding of such deadlines may not give rise to any claim for compensation on the part of the Client or to the suspension of the Contract’s execution.

9.5 The Client may not transfer a Contract without the prior written consent of Depends.

9.6 These general terms and conditions, the Contract, and all consequences arising therefrom, are governed by Belgian law.

9.7 The courts of Leuven shall have sole jurisdiction for the settlement of any dispute that may arise from these general terms and conditions and/or the Contract, for which the invoice in itself already provides proof, as well as for disputes relating to the execution of the parties’ commitments.