Terms & Conditions of sale
GENERAL TERMS AND CONDITIONS OF SALE
iol Strategic Design srl
Avenue du Pré-Aily 20 – 4031 Angleur – Belgium – BE0462 984 265
1. Scope of Application
1.1. These general terms and conditions (hereinafter referred to as the “General Terms”) govern the provision of services to Belgian or foreign clients (hereinafter the “Client”) by the Belgian company IOL STRATEGIC DESIGN (hereinafter the “Service Provider”), with registered office at Avenue du Pré-Aily 20, 4031 Angleur, Belgium, registered with the BCE under number 0462984265.
1.2. The rights and obligations of the Service Provider and the Client (hereinafter collectively referred to as the “Parties”) are exclusively governed by these General Terms. The Contract contains the entire agreement between the Parties concerning the rights and obligations related to the Services to be provided by the Service Provider to the Client, to the exclusion of any other document (Client or third-party general terms, commercial documents, charters, etc.).
The Parties agree that any deviation from the Contract must be expressly approved in writing by the Service Provider. The acceptance by the Service Provider of purchase orders issued by the Client or the sending of an order confirmation does not constitute a waiver of the application of the Contract.
Moreover, if the Service Provider has expressly agreed to deviate from the Contract, the latter shall remain applicable on a supplementary basis.
2. Obligations of the Service Provider
2.1. Provided the Client complies with the obligations set forth in these General Terms, the Service Provider agrees to make every effort to provide the Services with the professionalism and diligence that a specialized provider is expected to demonstrate.
2.2. Unless explicitly stated otherwise in the Purchase Order, the deadlines agreed upon for the provision of Services to professional clients are indicative only. The Service Provider shall not be held liable for delays caused directly or indirectly by the Client or third parties.
3. Obligations of the Client
3.1. The Client shall maintain active cooperation with the Service Provider, who performs its mission independently. The Client agrees to participate actively in meetings organized by the Service Provider. In any case, the Parties agree that all Client staff members and subcontractors involved are duly authorized to represent and bind the Client. The Client agrees to maintain the same team as its point of contact with the Service Provider throughout the provision of services.
3.2. The Client also agrees to provide the Service Provider, upon first request, with all information, documents, studies, samples, plans, standards, and commercial documentation necessary for the proper performance of the Services.
3.3. The Client guarantees the peaceful use of any content, inventions, trademarks, models, productions, or software made available to the Service Provider.
3.4. Any failure to cooperate entitles the Service Provider to formally demand the requested cooperation and, if necessary, to amend the conditions described in the Purchase Order.
Furthermore, the Service Provider reserves the right to terminate the collaboration without compensation. Any deposit received by the Service Provider shall be retained.
4. Price and Payment Terms
4.1. In return for the agreed services, the Client shall pay the price set forth in the Purchase Order.
4.2. The Service Provider’s invoices are payable immediately upon issuance.
4.3. All amounts indicated in the Purchase Order and corresponding invoice are exclusive of all taxes, including VAT, which shall be borne by the Client.
4.4. The Parties agree that pricing shall be in euros.
4.5. Travel expenses incurred by the Service Provider for meetings (with the Client, subcontractors, etc.) outside its registered office shall be borne by the Client and invoiced at €0.50 per kilometer.
4.6. Unless otherwise agreed in writing by the Service Provider, it reserves the right to require a 30% advance payment prior to executing its obligations.
The Service Provider may suspend the performance of all or part of the services as long as the Client remains in default of the advance payment.
4.7. In the event of late payment, the Service Provider may suspend its obligations or terminate the Contract, without any compensation being due to the Client. In addition, the Client shall automatically and without prior notice owe the Service Provider a flat fee of 10% of the unpaid amounts, plus late interest of 12% per annum starting from the invoice due date.
4.8. Any dispute concerning invoices must be made in writing within 8 days of receipt of the invoice. The claim must always specify the date and number of the disputed invoice.
4.9. Any collection costs related to unpaid invoices—whether amicable or judicial (including dunning fees, reminders, debt collection agency fees, legal and bailiff fees, or any other legal costs)—may be charged to the Client.
5. Liability
5.1. The Client shall indemnify the Service Provider against any consequences arising from the use by the Client of the results of the services provided, particularly in the event of harm to third parties.
5.2. Neither Party shall be liable for indirect damages such as economic or financial loss, lost profits or expected savings, loss of customers, image, or opportunity.
5.3. In any event, the total liability of the Service Provider under the Contract shall be limited to a maximum of 75% of the Contract’s value.
6. Force Majeure
6.1. The Service Provider shall not be required to perform its obligations in the event of force majeure, which includes natural disasters, actions or orders by competent authorities, acts of terrorism or war, and any other event that could not reasonably have been foreseen or overcome.
6.2. In case of force majeure, the execution of the Contract shall be suspended until the circumstances preventing its performance have ceased. If the force majeure lasts more than 30 days, either Party may terminate the Contract upon notice to the other, without any compensation being due.
7. Confidentiality
The Client agrees not to disclose the Service Provider’s ideas, plans, or creations developed in the course of providing the Services, unless otherwise agreed. The Client shall take all reasonable measures—at least equivalent to those taken to protect its own confidential information—to prevent unauthorized use, disclosure, or publication of such confidential information.
8. Intellectual Property of the Service Provider
8.1. The Client acknowledges that the Service Provider remains the full owner of its ideas, know-how, and intellectual property rights, of whatever nature, related to the Services and Products provided under the Contract. The Contract does not transfer any such rights to the Client.
8.2. If the Service Provider agrees to transfer intellectual property rights to the Client, such agreement will be documented in a separate annex. Unless expressly stated otherwise in said annex, the transfer will cover only intellectual property rights—not the Service Provider’s ideas or know-how—and only those rights related to the specific Product selected by the Client during the “Design Definition” phase described in the Service Offer. The Client may not claim any rights over intermediate product designs presented during the execution of the Contract.
8.3. Subject to compliance with the Contract, the Service Provider grants the Client a non-exclusive license to use the Product, strictly limited to the Client’s internal needs and actions required for marketing the Product.
8.4. The Client shall refrain from taking any action that could challenge or infringe upon the Service Provider’s intellectual property rights, either directly or indirectly.
9. Applicable Law – Jurisdiction
The Contract is governed by Belgian law. Any disputes arising from or related to the formation, performance, or interpretation of the Contract shall be subject to the exclusive jurisdiction of the Commercial Court of Liège. The Client agrees not to contest the applicable law or the competence of the Commercial Court of Liège.
10. Publicity – References – Designer Credit
The Service Provider has the right to publicly disclose the existence of the Contract and to mention the Client’s name and/or logo in its client list.
Unless otherwise agreed, the Client must explicitly mention, in any communication relating to the Product or Services—regardless of the medium and even without an image—the Service Provider’s logo and the phrase: ‘Designed by iol’.