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SECTION 1 DEFINITIONS
1.1 The following definitions apply for the purposes of these General Conditions:
- “Sentio”: Sentio BVBA, the company with limited liability under
Belgian law, with its registered office at Zagerijstraat 11, B-2460 Lichtaart, Belgium, registered under company n° 0456.159.326;
- “the principal”: any natural or legal person or de facto association
that enters into an agreement with Sentio;
- “contract” : any agreement between Sentio and the principal;
- “services”: the performances executed by Sentio under the contract;
SECTION 2 APPLICABILITY
2.1 Unless otherwise agreed upon in writing between
parties, these General Conditions apply to all contracts between
Sentio and the principal.
2.2 Specific Conditions in a contract between Sentio
and the principal may depart from these General Conditions.
Any such Specific Conditions will be explicitly agreed upon in
writing between parties. In the event of any indistinctness or
dispute about the validity and/or applicability of any such Specific
Conditions in any particular contract between Sentio and the
principal, the General Conditions of Sentio take precedence.
2.3 These General Conditions prevail over any general
terms and conditions established by the principal. Applicability
of general terms and conditions referred to in documents of the
principal is hereby explicitly denied.
SECTION 3 GENERAL PROVISIONS
3.1 An agreement with Sentio only comes into effect
upon receipt by Sentio of a contract signed by a person duly
appointed by the principal and countersigned by a person duly
appointed by Sentio.
3.2 All contract modifications shall be agreed
in writing and signed by the parties.
3.3 Third parties cannot derive any rights from
an agreement between Sentio and the principal.
3.4 Sentio shall be considered as having the legal
status of an independent contractor vis-à-vis the principal.
SECTION 4 PERFORMANCE OF SERVICES
4.1 Sentio shall render its services in accordance
with the nature and purpose of the contract and shall exercise
all reasonable skill, speed, care and diligence in the performance.
Sentio shall carry out all responsibilities in accordance with
recognised professional standards.
SECTION 5 SUB-CONTRACTORS
5.1 If the circumstances so require, Sentio is
free to appoint sub-contractors to carry any assignment under
the contract. Where appropriate, third parties may be engaged.
Sentio will act with due care when engaging third parties not
involved in its organisation. However, Sentio is not liable
for errors or shortcomings of those third parties.
SECTION 6 FEES
6.1 Mode of calculation
Unless otherwise agreed upon in writing between
parties, fees are calculated pro rata the number of hours worked
multiplied with the hourly rate which is established by Sentio
depending on the scope and nature of the contract. All amounts
are exclusive of value added tax (V.A.T.).
6.2 Ceiling amount
In case that a projected ceiling amount is agreed
upon between parties, Sentio shall promptly inform the principal
in case it becomes clear that the services cannot be completed
within the projected ceiling amount due to unforeseen circumstances.
Such information shall contain a detailed account for work performed,
as well as an outline of additional activities necessary to complete
the services. Parties then decide in consultation whether the
projected ceiling amount will be raised or whether the contract
will be terminated. In case of termination, the principal is
obliged to pay the fees and costs for the work performed until
the moment of termination of the contract, as well as any additional
charges which may result from the termination.
SECTION 7 REIMBURSABLE COSTS
7.1 Unless otherwise agreed upon in writing between
parties, Sentio is entitled to reimbursement by the principal
of all direct costs (such as, but not limited to, travel, hotel,
postage, telephone, fax and copy expenses, airport-taxes and
excess luggage fees for project equipment and materials) incurred
by the execution and within the scope of the contract. Travels
shall be made by the most appropriate means of transportation,
at the sole discretion of Sentio.
SECTION 8 INVOICING AND PAYMENT
8.1 General
Unless otherwise agreed upon, Sentio will invoice
on a monthly basis, or at the moment of completion
of the services in case the assignment takes less
than one month. Sentio may insist on an advance payment from
the principal prior to the beginning of its activities or a further
advance payment during its activities. Only upon receipt of the
(further) advance payment, Sentio is obliged to start its activities
respectively to continue these. Any advance payment will be settled
with the final account.
8.2 Mode of invoicing
Unless otherwise agreed upon, Sentio shall send
invoices by e-mail in digital PDF format to the
principal. Upon simple request a paper copy can
be sent to the postal address of the principal. Invoices shall
distinguish between fees, reimbursable costs, and costs of goods
purchased for the project.
8.3 Valuation of currencies
Whenever necessary to determine the value of another
currency in terms of Euro (EUR), the value shall
be calculated on the basis of the exchange rate
in Belgium on the date of the transaction, or, if no such rate
has been established, at such rate as Sentio shall reasonably
determine after consultation with the principal.
8.4 Mode of payment
Unless otherwise agreed upon, invoices have to
be paid without delay or compensation within 8
days after the invoice date. Bank transfer costs
are for the account of the principal. In case of non-payment
within that term, Sentio is free to suspend its activities for
the principal without further notice and the principal will be
obliged to pay 1% of the invoice per month as interest. Moreover,
Sentio reserves the right to bill the collection costs, even
if Sentio entrusts collection of the debt to a third party.
8.5
Currency of payment
All payments to Sentio shall be made in Euro (EUR)
SECTION 9 LIABILITY
9.1 Sentio shall not be liable for any direct or
indirect losses (such as, but not limited to, loss of production,
loss of earnings or profits or loss of contracts) sustained
by the principal as a result of the performances of Sentio
under the contract. Sentio can only be held liable for violation
of any provision of the contract due to gross negligence or
wilful misconduct.
9.2 Force Majeure
Sentio shall not be liable for delay in performing
or failure to perform its obligations, if the delay or failure
results from any cause beyond the control of Sentio, such as,
outbreak of hostilities, riot, civil disturbance, acts of terrorism,
fire, explosion, flood, statutory restraints, amendments of legislation,
decisions by a court of law, the government or governmental agency.
If Sentio is of the opinion that a force majeure situation is
at hand, Sentio shall immediately inform the principal thereof
in writing. If a force majeure situation remains more than one
month, either party shall, by written notice, be entitled to
terminate the contract with immediate effect.
SECTION 10 ADDITIONAL TERMS
10.1 Confidentiality
Unless so required by the scope and nature of the
contract, Sentio will not disclose its relation with the principal
to third parties or to the general public without permission
by the principal.
10.2 Records
Sentio shall keep accurate records and accounts
with respect to its services, as shall be sufficient to establish
incurred costs and fees. The principal is entitled to request
a copy of these records and accounts from time to time, or at
the time of completion of the services.
10.3 Reciprocal information
Each party shall promptly inform the other party
of any event or situation which may have an effect on the execution
of the contract.
10.4 Intellectual property
Sentio shall immediately inform the principal if
any infringement claim is raised against the principal. The principal
undertakes to hold Sentio harmless against any claims for infringement
of industrial and intellectual property rights, resulting from
the execution of the contract, even when the contract has ceased
to be in force. The principal will indemnify Sentio for all claims
made by third parties and is to compensate Sentio on demand for
all reasonable costs of defence against such claims.
10.5 Ownership of goods and equipment
Unless otherwise agreed between the parties, goods
and equipment supplied by the principal shall remain at all times
the property of the principal.
SECTION 11 SUSPENSION OF SERVICES
11.1 Sentio may, by written notice, immediately
suspend, in whole or in parts, services to the principal if
the principal is in breach of contract, provided that such
notice specifies the nature of the breach and requests the
principal to remedy the breach within a specific time.
SECTION 12 TERMINATION
12.1 Each of the parties may terminate the contract,
by prior written notice, with immediate
effect. The principal is obliged to pay the fees
and costs for the work performed until the moment
of termination of the contract, as well as any
additional charges which may result from the
termination.
SECTION 13 APPLICABLE LAW AND JURISDICTION
13.1 The legal relationship between Sentio and
the principal is exclusively governed by Belgian Law. All claims
or disputes relating to the interpretation or performance of
the contract will be settled exclusively by the lower courts
in Turnhout (Belgium).
13.2 If any provision of these General Conditions
is found to be invalid, the invalidity of such provision will
not affect the validity of the remaining provisions, which will
remain in full force and effect.
SECTION 14 MODIFICATIONS
Sentio reserves the right, in its sole discretion,
to modify, alter, or otherwise change these General Conditions.
In the event of changes to the General Conditions, the principal
will be notified at least one month before the changes come
into effect. If the principal rejects any change to the General
Conditions, he may terminate the contract with immediate effect.
These General Conditions were last revised on January 01,
2010.
Please contact
us if you have queries.
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