General terms and conditions

ARTICLE 1. APPLICABILITY

These general sales conditions apply exclusively to every quote/order and agreement, excluding the customer's general conditions, even if our sales conditions conflict with the customer's conditions, except for deviations agreed upon in writing which, in no case, can be interpreted by the customer as a general deviation from the present conditions applicable to past and/or future commercial relations between the parties. Our agreement cannot, in any case, be inferred from the circumstance that we would have concluded the agreement without protesting against the conditions or similar provisions of the customer. Every customer is irrefutably presumed to know these general sales conditions and to accept them without reservation. The nullity / non-enforceability of a provision contained in one of the articles of these conditions will in no way affect the enforceable character of the other provisions, and the concerned provision will be replaced by UCAN BV with a valid / enforceable provision that approximates the intention of the parties as closely as possible.

ARTICLE 2. CONCLUSION AND EXECUTION OF THE AGREEMENT

Photos, catalogs, brochures, or other publicity documents provided by UCAN BV have no contractual value. All offers and quotations, in whatever form, are without obligation unless expressly stated otherwise. Offers or quotes do not automatically apply to future assignments. The agreement is deemed to be concluded from the moment UCAN BV has expressly accepted the order. Prior to concluding the contract, the customer shall seek all necessary advice and ensure that the equipment, software, and/or services he intends to order meet his wishes and the use he expects of them. UCAN BV bears no responsibility for a mistake by the customer regarding his choice or appreciation. To avoid disputes, work only begins after UCAN BV has received the quote signed by the customer via email or letter. The customer has the right to terminate the agreement provided he compensates UCAN BV for the work performed and goods delivered and pays a lump sum and non-reducible compensation to UCAN BV of 50% of the amount of the work/goods still to be performed/delivered, as a mandatory consideration for exercising a unilateral right to terminate. UCAN BV delivers its services in accordance with the criteria of an obligation of means and does not guarantee any specific results. The customer acknowledges, by sending an order for goods/services and/or signing a quote thereof, that he has been well informed by UCAN BV about all important elements of the goods/services and that he has a good understanding of them. The customer commits to providing UCAN BV efficiently and free of charge with all information and assistance that is reasonably required/useful for the delivery of the goods/services in a normal manner. UCAN BV will adhere as much as possible to agreed deadlines or, failing that, deliver the services/goods as soon as possible after receiving the order, but exceeding the agreed term or late delivery does not give the customer the right to dissolution and/or compensation since UCAN BV is not bound by any.

ARTICLE 3. TWO ROUNDS

Unless otherwise specified in a well-defined clause, the customer is entitled to two rounds for revision and/or adjustments of each design. Additional adjustments will be charged at the hourly rate mentioned in the quote. Additional adjustments also include all fundamental changes compared to the original briefing, unless explicitly agreed otherwise in the quote.

ARTICLE 4. RETENTION OF TITLE - TRANSFER OF INTELLECTUAL RIGHTS

4.1. UCAN BV retains ownership of all delivered products until the invoice has been fully paid by the customer, even if the products have already been processed/worked, subject to what is determined in article 4.2. Once the products are delivered, the customer bears all risks, including all risks of loss, destruction, and damage.

4.2. Unless otherwise agreed in writing beforehand, UCAN BV retains all intellectual property rights on the software and applications developed by UCAN BV as well as on the entire elements delivered by UCAN BV during the performance of services regardless of their nature or form (including, but not limited to, source code, i.e., in HTML, pages, image files, sounds, videos, software, etc.).

4.3. Unless otherwise agreed in writing beforehand, the customer may not derive any intellectual property right of any kind from the agreement or its performance, whether on the software developed by UCAN BV or on the system software or the know-how related thereto, other than, where applicable, the License as defined in article 4.4.

4.4. UCAN BV grants the customer a revocable, non-exclusive, and non-transferable right to use the software developed by her (hereafter, the “License”).

4.5. The customer may in no case invoke the License outside his statutory commercial activity. In practice, the customer is prohibited from any kind of use or action that is not explicitly provided for by the Law of June 30, 1994, implementing the European directive of May 14, 1991, on the legal protection of computer programs in favor of the user or not explicitly allowed by the agreement, including:

Making permanent or temporary, whole or partial, unauthorized reproductions of the software by any means and in any form;
Correcting or having corrected by a third party any incidents concerning this software without the prior written agreement of UCAN BV, even if such correction is necessary to allow the customer to use this software in a manner that conforms to its intended purpose.
Proceeding to teletransmit or distribute the software, to put it online, e.g., on the internet, or to make any other communication of the software to the public in any form.
Decompiling the software, even for reasons of interoperability, without informing UCAN BV of his intentions beforehand and without obtaining her explicit consent;
Translating, editing, arranging, modifying, or evolving the software without the prior and written consent of UCAN BV even if these actions are necessary to allow the customer to use the software in a manner that conforms to its intended purpose;
Any form of distribution, including renting or lending the software;
Commercializing the software or any other software based on the software.

4.6. The License is not transferable and may not be the subject of a sublicense. The customer may in no case grant or transfer part of or the entire License to a third party.

4.7. The License is not exclusive. UCAN BV may freely decide to grant intellectual property rights concerning the software to third parties.

4.8. Unless otherwise agreed in writing beforehand, the customer has no access to the source codes. In case of interoperability problems between the software and other software of the customer (compatibility), UCAN BV commits to remedying this at the first request and against the current rate for Maintenance Services.

4.9. If the License infringes the intellectual property rights of a third party, UCAN BV will try to do one of the following:

Acquire the right for the customer to continue using the software that violates these rights;
Modify the software that infringes these rights so that there is no longer an infringement;
Replace the software that infringes these rights with similar adequate software that no longer infringes intellectual property rights.

CONSIDERING THAT such an obligation would only arise if the customer, through his own actions or omissions, has not caused an infringement of the intellectual property rights of a third party and ALSO CONSIDERING THAT if UCAN BV is unable for any reason to do one of the aforementioned things, it may terminate the Agreement with immediate effect, by operation of law and without prior judicial intervention, by sending a registered notice to the customer.

4.10. Any violation by the customer of the provisions set out in this article will result in the payment by the customer of a lump sum of 20,000 (twenty thousand) Euros as damages, taking into account that if the damage actually suffered by UCAN BV is higher than the above-mentioned lump sum, the customer is obliged to compensate UCAN BV to the amount of the actual damage suffered.

ARTICLE 5. MUTUAL CONFIDENTIALITY

UCAN BV commits to confidentiality towards third parties regarding all information and data that comes to its knowledge in the course of and during the execution of the agreement. UCAN BV takes all possible precautions to protect this information. Without written permission from UCAN BV, the customer shall not disclose to third parties any information about UCAN BV's approach, methodology, or quotes, nor make available to third parties any reports.

ARTICLE 6. LIABILITY

The customer is obliged to immediately check the services/goods upon delivery for their conformity and must communicate any complaint, on pain of inadmissibility, at the latest within ten (10) days after delivery, by registered letter to UCAN BV. The customer's failure to communicate a complaint to UCAN BV within the aforementioned period is considered an unconditional acceptance of the delivered goods/services. A response from UCAN BV to a late complaint does not affect the foregoing and is always subject to all rights and without any adverse acknowledgment. Payment or use of the delivered goods/services, even if the customer has communicated his possible complaint in accordance with article 6, paragraph 1, also constitutes an unconditional acceptance of the goods/services. Communicating a complaint to UCAN BV or refusing or returning ordered goods/services, however, does not suspend the customer's obligation to pay the invoice. If a complaint is found to be valid by UCAN BV, UCAN BV will, without being obliged to any further compensation, either take back/repair/replace the services and/or goods and/or proceed to refund or partial refund of the price received for the non-conforming part of the assignment. If UCAN BV's liability is established, it will in any case be limited to covering direct damage with a maximum of the total sums (excl. VAT) invoiced by UCAN BV for the goods/services for which said liability would be established. Liability for any form of indirect damage such as purely financial damage, loss of profits, loss of customers, loss of working hours regarding goods for which UCAN’s liability is established, etc., is excluded. UCAN BV is not liable for minor differences in construction, sizes, color, and design compared to what is determined in the quote/agreement by the manufacturer, unless the quote/agreement expressly indicates that these elements are an essential part of the agreement for the customer. UCAN BV may use goods modified by the manufacturer or other goods deviating from those mentioned in the quote/agreement, provided they are equivalent to those mentioned in the quote/agreement. Not considered as a lack of conformity, as a visible or hidden defect: slight differences in the color or in the dimensions of the goods, insofar as these are technically unavoidable, generally accepted, or inherent to the materials used. The customer indemnifies UCAN BV for any liability, including claims by third parties regarding intellectual property rights, due to materials or data provided by the customer that are used in the execution of the agreement, including any damage resulting therefrom.

ARTICLE 7. PRICES AND PAYMENT

The stated prices are based on the wages, raw material prices, insurance, transport costs, environmental taxes, etc., prevailing at that time. UCAN BV reserves the right to change the prices, even if the agreement is already in progress, due to a fluctuation of one of the aforementioned elements or any other measure beyond the will of UCAN BV. All prices are exclusive of VAT. For composite prices, there is no obligation to deliver a part at a corresponding part of the price stated for the whole. UCAN BV invoices upon delivery of the final services or products. If the rounds referred to in article 3, however, take longer than 15 days due to the customer, UCAN BV has the right to invoice the full amount before the round took place. For assignments that last more than 30 days, UCAN BV has the right to issue a monthly invoice for the services performed. UCAN BV has the right to invoice each partial delivery (delivery of parts of a composite assignment) separately. Any late payment or non-payment is considered a contractual fault according to art. 1147 of the Belgian Civil Code. In that case, the amount of the invoice is increased by a lump sum compensation of 12% with a minimum of 150 EUR as well as default interest of 1% per month without prejudice to all other compensations due by the customer due to his breach of contract. In case of untimely payment, any granted discount expires. Parts of months are considered as full months in the calculation. Compensation and interest are due, regardless of any judicial interest and costs. UCAN BV reserves the right to make the delivery dependent on the payment of a deposit or the full price. Under no circumstances can payments be offset in any way without written and prior consent from UCAN BV.

ARTICLE 8. COMPLAINTS WITHIN 8 DAYS

Each invoice is considered accepted by the customer if the customer does not protest in writing by registered letter within 8 days of sending. Complaints are only possible as long as the customer has not used, processed, or otherwise disposed of the delivered goods.

ARTICLE 9. PAYMENT

All invoices are payable at the address of UCAN BV, without deduction of any discount and at the latest within 30 days after the invoice date.

ARTICLE 10. FORCE MAJEURE

In case of force majeure or an event that reasonably constitutes an impediment for the execution of its obligations by UCAN BV and that is not attributable to it, UCAN BV respectively reserves the right to extend the delivery/execution period or to terminate the agreement with immediate effect, by operation of law and without prior judicial intervention, by sending a registered notice to the customer, without UCAN BV having to prove the unpredictability of this situation and without being obliged to compensation. Force majeure includes fire, flood, pandemic, bad weather conditions, war, riot, strike, blockade, forced closure of the company, illness, accidents, an internal organization problem of the company, import or export ban, transport difficulties, delayed supply/lack of supply from suppliers, and this applies both to UCAN BV and to the suppliers, suppliers or subcontractors or other involved third parties.

ARTICLE 11. CHANGE OF ASSIGNMENT

The customer accepts that the timing of the assignment may be affected if the parties agree in the interim to extend or change the approach, methodology, or scope of the assignment and the resulting work. If this leads to additional work, it will be confirmed as an additional assignment to the customer. If it has been agreed that the agreement will be executed in phases, UCAN BV may suspend the execution of the parts that belong to a subsequent phase until the customer has approved the results of the preceding phase in writing.

ARTICLE 12. CUSTOMER'S DEFAULT

If the progress in the execution or delivery of the work is delayed due to the customer's default or due to force majeure on his side, UCAN BV may charge the full agreed amount, including the costs already incurred for the materials intended for this assignment, without prejudice to her right to claim further costs, damages, and interests.

ARTICLE 13. COURT OF MECHELEN

The agreement in all its parts is subject to Belgian Law. All disputes fall under the exclusive jurisdiction of the courts of Mechelen.