These general terms and conditions apply to all services provided by SRL Agile Technologies, with registered office at Avenue de Tervueren 99, 1040 Etterbeek, registered with the C.B.E. under number 0718.631.032 (hereinafter “AGITECH”).
By using AGITECH’s Services, the CLIENT declares that he/she has read these general terms and conditions and has accepted them without restriction or reservation prior to the conclusion of the contract. AGITECH formally declines the application of any clauses appearing on any documents of the CLIENT, as those of AGITECH, general or specific, are always prevailing.
AGITECH reserves the right to modify these terms and conditions. The new modified terms and conditions will apply to orders accepted by AGITECH after the date of modification. In this case, they will be communicated to the CLIENT.
All AGITECH services are preceded by an offer sent to the CLIENT, the validity of which is, unless otherwise stipulated, 30 days after it is sent. The contract is deemed to have been concluded upon receipt by AGITECH, before expiry of the period of validity of the offer, of the CLIENT’s written, firm and final acceptance of AGITECH’s offer.
Any modification to the contract will be the subject of a written document signed by the parties. Silence on the part of the CLIENT upon receipt of the written document shall be deemed to constitute acceptance on its part of any modification as soon as AGITECH implements the work resulting from any modification and the CLIENT does not object.
4.1. Locations: Unless otherwise agreed, services and deliveries are in principle performed at AGITECH’s place of business. In the case of services performed at the CLIENT’s premises, AGITECH’s hourly rate runs from the time of departure from AGITECH’s head office until the time of return to this head office. Travel expenses may be invoiced. In the event of delivery outside of AGITECH’s place of business, goods travel at the CLIENT’s risk. Any shipping costs are at the CLIENT’s expense.
4.2. Deadlines: Unless otherwise stipulated in writing, execution deadlines are given purely as an indication and are therefore not binding on AGITECH. Failure to meet deadlines shall not justify the cancellation of the order, the application of penalties for delay or the claiming of any compensation whatsoever. In the event that AGITECH exceeds an execution deadline expressly set by the parties and in derogation of the present general terms and conditions, the CLIENT may claim damages after having given AGITECH prior notice by registered letter with acknowledgement of receipt to execute the services within a reasonable time from the date of receipt of such notice. In any event, AGITECH will be released from the firm performance deadline: a) in the event of modification of the order by the CLIENT after acceptance thereof by AGITECH, b) in the event of failure to receive the correct information from the CLIENT within the requested deadline, c) in the event of force majeure, d) in the event of failure by the CLIENT to comply with AGITECH’s payment terms, e) in the event of failure to protect the CLIENT’s computer system.
4.3. State of the art: The Services are performed by AGITECH according to the state of the art, unless specific and detailed directives are stipulated, following technical criteria determined by AGITECH in its sole discretion. It is formally specified that AGITECH assumes only an obligation of means and not of result.
4.4. Period of performance: AGITECH’s services are by default performed from Monday to Friday, from 09:00 to 18:00. In the event of services having to be performed outside this period for a reason attributable to the CLIENT, AGITECH will have the possibility of requesting an increase (x2) in the hours recorded for these services, with prior notice sent to the CLIENT.
AGITECH is free to subcontract all or part of its Services to third parties.
6.1. The CLIENT undertakes to release sufficient human and material resources and will provide AGITECH with all information necessary for the successful completion of the project. The CLIENT is responsible for the accuracy and completeness of the information and documents provided to AGITECH.
6.2. The CLIENT shall take appropriate measures to protect its computers and computer system and to prevent unauthorized access.
6.3 The CLIENT shall regularly back up all its data, including data managed by AGITECH to which it has access, even if AGITECH may also back up such data periodically, depending on the type of contract concluded.
6.4. the CLIENT will ensure that the project’s momentum is not impeded. In other words, the CLIENT undertakes to do whatever is necessary to ensure that the project is delivered as quickly as possible by being reactive.
6.5. In the event that the hours indicated in the quote as “Développement”/”development” exceed AGITECH’s estimates, AGITECH undertakes to inform the CLIENT that the estimated hours have been exceeded. If the CLIENT accepts the extra hours in order to complete the project, the extra hours will be invoiced without the CLIENT being able to dispute them.
6.6 The CLIENT shall comply with AGITECH’s instructions provided during the Kick Off Meeting, a summary of which will be sent to the CLIENT by email.
AGITECH and the CLIENT undertake to keep confidential all information and documents concerning the other party, of any nature whatsoever, economic, technical, etc., to which they may have had access during the performance of the contract. Both parties will take all necessary measures to ensure the secrecy and confidentiality of all documents and information vis-à-vis their personnel. The clauses of the contract and its appendices, between AGITECH and the CLIENT, are deemed to be confidential and, as such, may not be published or communicated to unauthorized third parties.
8.1. Third-party software: Both during and after the execution of the services, the CLIENT undertakes to acquire and maintain the third-party software licenses indicated by AGITECH as indispensable for the execution of its services. Should the CLIENT fail to do so, AGITECH reserves the right to terminate the contract in accordance with article 12 of these general terms and conditions.
8.2. Hardware and additional equipment: For certain projects, specific equipment is required (scales, payment terminal, barcode reader, printer, etc.). The CLIENT is strongly encouraged to use the hardware recommended by AGITECH. The configuration of this equipment may require a trial period and be a source of errors. AGITECH will help the CLIENT to configure this equipment correctly. Given the numerous possible devices and configurations, AGITECH cannot be held responsible for faulty hardware or incorrect hardware configuration.
8.3. Any intellectual property rights owned, controlled, developed and/or acquired by a party outside the scope of the Services shall remain the exclusive property of that party. The contract between the parties does not imply any transfer of intellectual property rights. In particular, AGITECH reserves the right to reuse for other clients the computer code created for the CLIENT.
8.4. The CLIENT authorises AGITECH to use the CLIENT’s name and, if applicable, the CLIENT’s logo or other distinctive sign in its marketing and advertising materials, as well as in its references and on its website.
9.1. Any complaint relating to a breach of contract must be sent by registered letter with acknowledgement of receipt to AGITECH’s head office, within 30 calendar days of the end of the disputed contractual services, giving a precise and detailed description of the grievances.
After this period, AGITECH’s services shall be deemed to have been accepted definitively and without reservation.
9.2. In all cases where the CLIENT claims damage and intends to hold AGITECH liable for it, it must imperatively implement all useful means to limit and reduce this damage.
9.3. In the event of AGITECH’s liability being acknowledged or established, such liability is strictly limited to the amount (exclusive of VAT) of the Services invoiced to the CLIENT in connection with the project concerned during the 12 months preceding the event causing the damage, except in the event that the parties’ liability cannot be limited or excluded under applicable law. AGITECH shall in no event be liable for loss of profits, commercial loss, loss of data, damage to image or loss of earnings or any other indirect or unforeseeable damage.
9.4. AGITECH accepts no liability for the interruption or degradation of services or products caused by a supplier used in connection with the Services.
9.5. In most cases, backups are handled by the Solution Provider (Odoo, HubSpot, etc.) chosen by the CLIENT. The CLIENT must diligently read and understand the backup policy, warranty and liability of its Solution Providers with respect to its data. AGITECH is not responsible for the complete or partial loss of its data, and AGITECH is in no way involved in or responsible for the Solution Providers’ guarantees regarding their data backup policy.
In the unlikely event that a separate contract specifies that AGITECH is responsible for managing data backups, AGITECH undertakes to use its best efforts to protect the CLIENT against loss of data, in proportion to the amount invoiced for the Backup Services. Such data may be stored on AGITECH servers or with third-party service providers. If specific backup measures need to be implemented (frequency, etc.), they will be agreed in writing between AGITECH and the CLIENT. The parties expressly agree that AGITECH shall not be liable for any loss of data, except in the event of wilful misconduct or gross negligence on the part of AGITECH.
9.6. Unless otherwise agreed between AGITECH and the CLIENT, third-party software updates are the sole responsibility of the CLIENT. AGITECH assumes no responsibility for any problems with updates or for the absence of updates.
9.7. The CLIENT shall be solely liable for any consequences resulting from non-compliance with AGITECH’s instructions provided during the Kick Off Meeting. In particular, the CLIENT shall pay for any additional services to be performed by AGITECH as a result of non-compliance with said instructions.
AGITECH remains the owner of the work, creations and projects delivered until full payment of the price, including costs, interest and contractual indemnities. The risks are borne by the CLIENT, even in the event of fortuitous events or force majeure. Advance payments may be retained to cover any losses on resale. Consequently, the CLIENT is prohibited from selling, assigning, pledging or generally disposing of the goods covered by the contract before the account has been settled.
Should the CLIENT fail to comply with its contractual obligations, as set out in article 6 of these general terms and conditions, AGITECH will notify the CLIENT in writing of the breaches observed. Should the CLIENT fail to remedy the breach within a period of 15 days from the date of dispatch of the registered letter, the contract between AGITECH and the CLIENT will be terminated ipso jure by the mere fact of AGITECH notifying the CLIENT of its intention in writing.
In the event of termination of a “Fixed Price” and “Time Sheet” contract, the CLIENT will be liable, ipso jure and without further notice, to pay a fixed indemnity equal to 35% of the amount of the contract excluding tax (or of the balance), by way of loss of profit, without prejudice to AGITECH’s right to claim payment for services already provided by AGITECH.
In the event of termination of a “Project Pack” or “Support Pack” contract, the amount already paid by the CLIENT will be retained in full by AGITECH as compensation.
In the event of force majeure rendering performance of the contract totally or partially impossible, the party suffering such force majeure is relieved of all liability. It may reduce its commitments, terminate the agreement, cancel or suspend performance, without being required to pay any compensation whatsoever. By way of example, and without being exhaustive, the following will be considered by the parties as cases of force majeure: epidemic, pandemic, danger of war, civil war, strike, lock-out, fire, flood, interruption of means of transport, difficulty in energy supply, restriction or provision imposed by the authorities, and in general, any cause leading to total or partial unemployment.
The contractual relationship is governed by the principles and provisions of Belgian law. Any dispute relating to their application or interpretation will fall within the exclusive jurisdiction of the Courts of the judicial district of AGITECH’s registered office.
The CLIENT’s personal data is stored in the databases of AGITECH, which is responsible for its processing. The CLIENT agrees to his data being recorded and processed by AGITECH, for the purposes of administration, commercial prospecting or marketing, as well as for the execution of the contract, the carrying out of market research or information or promotional operations on its products and services. The CLIENT has the right to object, free of charge, to the processing of his or her data for commercial prospecting or direct marketing purposes, by sending an e-mail to: diego.riera@agitech.io. The CLIENT has the right to consult the data concerning him or her and to obtain rectification of inaccurate data. To this end, the CLIENT should send an e-mail to: diego.riera@agitech.io
The invalidity or illegality of any of the clauses provided for in the contracts (specific and general conditions) agreed between the parties in no way entails the invalidity or nullity of the other conditions of the contract concluded between the parties – clauses which remain fully valid.