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General Terms and Conditions

The general terms and conditions are downloadable in PDF format

De algemene voorwaarden van C-CURE NV zijn beschikbaar in PDF formaat

Les Conditions Générales sont disponibles en format PDF

I. General Provisions

I.1. The present General Terms and Conditions (the “GTC”) govern the relations and agreements, whether verbally agreed upon or in writing (the “Agreements”), between C-CURE NV, with its registered seat at B-2800 Mechelen, Schaliënhoevedreef 20H, VAT BE 463.997.817 (”C-CURE”) and its Customers, whether private individuals, legal entities, partnerships or any other entity (the “Customers” or the “Customer”).

I.2. The GTC are also applicable to all services and products (software, hardware, ...) offered by C-CURE (the “Services”).

I.3. The GTC shall prevail over any of the Customer’s terms or conditions, unless previously accepted otherwise in writing by C-CURE, duly represented by its managing director. Any deviating terms, conditions, comments, notes and/or documents provided by the Customer are expressly rejected by C-CURE and shall not legally bind C-CURE in any way.

I.4. The GTC shall replace any of C-CURE’s previous general terms and conditions or other conditions usually applied between C-CURE and its Customers.

I.5. The failure of C-CURE to insist upon the strict adherence to any term of the GTC on any occasion shall not be considered as a waiver of any right thereunder nor shall it deprive C-CURE of the right to insist upon the strict adherence to that term or any other term of the GTC at some other time.

II. Terms and Conditions of Sales

II.1. Offers / Tenders / Proposals / Orders

II.1.1. Each offer made by or on behalf of C-CURE is made without obligation and does not bind C-CURE except when and insofar as C-CURE has explicitly stated otherwise in writing.

II.1.2. Although offers, tenders, proposals, orders, price lists, brochures, catalogues, folders and all other information provided by or on behalf of C-CURE are prepared with great care, they are nevertheless only binding for C-CURE when and insofar as they have been explicitly confirmed by C-CURE in writing.

II.1.3. The Customer can place an order by accepting written offers issued by C-CURE within a period of thirty (30) calendar days after the date at which the offer is sent. C-CURE can at all times unilaterally limit this period or revoke its offer.

II.2. Conclusion and content of an Agreement

II.2.1. An Agreement between C-CURE and the Customer is concluded at the date upon which C-CURE confirms in writing its acceptance of an assignment or order from the Customer.

II.2.2. For Services where, because of their nature or size, no quotation or order confirmation is sent, the Agreement shall be concluded at the date upon which C-CURE or someone representing C-CURE actually begins to carry out the Agreement/order.

II.2.3. Any message from the Customer to the effect that an offer issued by C-CURE is accepted shall only be interpreted as an order and shall not constitute a binding Agreement. No unilateral act or consideration by the Customer shall constitute a binding Agreement between C-CURE and the Customer.

II.2.4. If the Customer modifies an accepted offer or order, such modifications shall only be opposable to C-CURE after C-CURE has confirmed these modifications in writing to the Customer.

II.2.5. No intermediary person can bind C-CURE unless C-CURE has confirmed the specific transaction in writing to the Customer.

II.3. Delivery / acceptance and transfer of risk

II.3.1. Products are delivered EXW from C-CURE offices, unless otherwise agreed upon in writing. The Customer shall bear the full risk and cost of the transportation of products.

II.3.2. Services are executed in the offices of C-CURE, unless otherwise agreed upon in writing.

II.3.3. C-CURE is entitled to make partial deliveries, which can be invoiced separately, and in such event, the Customer shall pay the separate invoices in accordance with the terms of such invoices.

II.3.4. If the Customer refuses to accept delivery of the Products on the agreed delivery date or upon C-CURE’s first request, the Product risk shall automatically and legally be transferred to the Customer as from such date and without any prior notice.

II.3.5 C-CURE shall use its best efforts to respect the specified delivery times or periods but it shall never be held liable if such delays are exceeded. In such event, C-CURE shall be under no obligation to provide any compensation or damages and the Customer shall not have the right to terminate or dissolve the Agreement.

II.3.6 When deferred payments are agreed between C-CURE and the Customer, C-CURE shall have the right to delay delivery in case of any late deferred payment. In such event, C-CURE shall have the right to refuse the execution of any further Services.

II.4. Ownership reservation

II.4.1. Without prejudice to the provisions regarding the risk and the transfer thereof, all Products provided by or on behalf of C-CURE remain the property of C-CURE until the moment upon which the debt owed by the Customer to C-CURE has been settled in full, such debt being the amount that the Customer owes C-CURE as from the conclusion of the Agreement, including all interest and costs.

II.4.2. For so long as the ownership of the Products remains with C-CURE, the Customer shall hold these Products separately from other goods in such a way that they can easily an clearly be identified as C-CURE Products.

II.4.3 In case of non-payment by the Customer of any amount due to C-CURE and/or upon termination of the Agreement, C-CURE shall be entitled to demand the return of any goods for which ownership reservation applies and to take appropriate measures, taking into account any payments already made for the Products, without prejudice to C-CURE’s right to demand compensation for possible loss or damage.

II.4.4. At C-CURE’s first request, the Customer must authorize the immediate return of goods which have not yet been fully paid for, irrespective of where these goods may be.

I.5. Prices

II.5.1. Except when otherwise explicitly notified in writing, prices are:

II.5.2. In case of an increase in one or more of the factors determining the cost price, C-CURE shall be entitled to increase the order price accordingly, with due observance of existing applicable legal requirements.

II.5.3. A shipping and handling fee in the amount of 75 EUR applies to all orders under 2.500 EUR.

II.6. Terms of Payment

II.6.1. Unless otherwise agreed, payments are made in cash on delivery or within thirty (30) [calendar] days of the invoice date via a deposit or fund transfer into the bank account indicated by C-CURE.

II.6.2. If other payment dates have been agreed upon with the Customer, the following adjustments shall apply on the invoiced amounts:

II.6.3. Payment shall be considered as effected when C-CURE receives the funds for the full amount due into its account. The date which appears on C-CURE’s bank account statement shall be considered as the date on which payment has occurred.

II.6.4. Any levies or bank charges that are due or may become due on the payment shall be made from the Customer’s bank account.

II.6.5. The Customer shall be liable for ensuring that payment or settlement of any obligation occurs on time without the need for a reminder, summons or letter of notice.

II.7. Delay, interests and costs

II.7.1. If C-CURE does not receive payment on due time, a lump sum indemnity of 10 % on the outstanding amounts with a minimum of $euro; 125 shall be due by the Customer, without any prior notice of default. Furthermore, an interest of 1% per month on the outstanding amount shall be due by the Customer as of the day on which the amount should have been paid according to the invoice.

II.7.2. All legal and extra-judicial costs incurred by C-CURE with respect to the latter, including the costs incurred by C-CURE for legal aid and legal advice, shall be borne by the Customer.

II.7.3. In case of non-observance by the Customer of its obligations under an Agreement, C-CURE shall retain the right to immediately suspend its Services or terminate the Agreement with immediate effect.

II.8. Warranty en liability

II.8.1. Complaints with regard to non-conformity or visible defects of the Products must be formulated by the Customer to C-CURE by registered mail within 48 hours following receipt of the Products, after which time the Products shall be deemed fully conforming and non-defective. Acceptance or refusal of returned Products does not imply C-CURE’s acknowledgement of the possible defective nature of the Products delivered.

II.8.2. Complaints with regard to hidden defects must be formulated by the Customer to C-CURE by registered mail within five (5) calendar days following their discovery, subject to which delay the right to claim for these defects will automatically lapse in accordance with article 1648 of the Belgian Civil Code.

II.8.3. In any event, every claim for damages shall lapse one year after the damage has manifested itself or has been discovered or has been recognised or could have been reasonably expected to have been discovered or recognised, and in all cases, two years after delivery.

II.8.4. C-CURE shall not be liable for any incidental, special, or consequential damage or loss of any nature whatsoever, nor for any claim made against a Customer by any person or entity, arising from or relating to Services rendered by C-CURE, regardless of the nature of the claim or the cause of the action, whether in contract or in tort, or otherwise, and even if C-CURE has been advised of the possibility of such damages, notwithstanding any element contained in related proposals and other documentation. C-CURE shall not be responsible for any loss or damage to, nor the return of, any Products.

III. General Conditions of the Services

III.1. Best Practice Standards

III.1.1. C-CURE will provide the Services according to its Best Practice Standards, such standards being those by which C-CURE operates and relating to the end result of C-CURE’s performance based on general industry standards in matters dealt with by C-CURE within the scope the Agreement. However, the Customer explicitly acknowledges and agrees that IT security is an ever-evolving matter and that C-CURE can not guarantee that there will be no security breach at any given moment in time, as this depends on the limitations of the available means agreed upon which are used to counter possible security breaches.

III.1.2. Third-party software or hardware applied by C-CURE for use by the Customer or in order to render the Services to the Customer according to the Agreement as well as the maintenance, software subscription and inherent support, is not guaranteed by C-CURE, but by the respective third-party manufacturers (the “Vendors”). The Customer enters into the guarantee scheme provided by the Vendors.

III.1.3. C-CURE shall under no circumstance be party to the End User License Agreement or sales conditions set forth by the Vendors. The Customer shall agree with the Vendors to enable C-CURE to apply third-party software and hardware for the performance of the Agreement. Any contractual or other shortcomings of the Customer towards third-party manufacturers or licensors cannot cause C-CURE to be liable or responsible for the consequences of such shortcomings.

III.2. General information duty

III.2.1. C-CURE will periodically inform the Customer of the evolution of the Services and the software used to perform the Services. C-CURE will select the information to communicate to the Customer according to C-CURE’s own criteria and according to Best Practice Standards. The information can be communicated via any means of communication, verbally or otherwise. The Customer will assign a competent person within its organization to act as C-CURE’s contact in this matter and in respect to the Services.

III.3. Minimal Security System Requirements

III.3.1. C-CURE shall only provide the Services comprised in the Agreement if the Minimal Security System Requirements are met, such requirements being of the sole responsibility of the Customer. The Minimum Security System Requirements are the minimal requirements in hardware and software necessary in order to allow C-CURE to perform the Services under the Agreement.

III.4. Limited liability

III.4.1. C-CURE cannot, under any circumstances, be held liable for any malfunction or for any compensation for any system downtime encountered or incurred by the Customer, except in cases where the malfunction is the direct consequence of a wrongful act by C-CURE which constitutes an infringement of the Best Practice Standards.

III.4.2. C-CURE can only be held liable for damages caused through its own fault. The total damages to which C-CURE can be held can never exceed the Price of the Services agreed upon with C-CURE for a period of twelve consecutive months, and can never exceed the amounts already paid by the Customer to C-CURE.

III.4.3. The Customer shall be responsible for assuring that the system on which the Services are rendered is properly insured against risks of economic loss. C-CURE shall never be held liable for economic loss incurred by the Customer or by any of the Customer’s contractual partners.

III.5. Duration

III.5.1. In case of bankruptcy, insolvency or any other form of concursus creditorum of one of the Parties, the other Party shall be entitled to terminate the Agreement immediately without motivation and without any obligation to pay damages to the bankrupt or insolvent Party.>

III.6. Termination

III.6.1. C-CURE reserves the right to suspend or terminate the Services to the Customer if the Customer’s use of any Services is detrimental to the operation of the Services as a whole or if the Customer violates the terms of the Agreement.

III.7. Force Majeure

III.7.1. Neither Party shall be liable to the other Party for any delay or omission in the performance of any obligation hereunder, where the delay or omission is due to any cause or conditions beyond the reasonable control of the Party obliged to perform, including, but not limited to, strikes, acts of God, acts of government, war or riots (“Force Majeure”)

III.7.2. If Force Majeure prevents or delays the performance by a Party of any obligation under this Agreement, then the Party claiming Force Majeure shall promptly notify the other Party thereof in writing giving full and complete account of the causes of delay or omission.

III.7.3. A Party’s obligation with respect to any required performance, which is so impeded or prevented by an event of Force Majeure, shall be suspended until such event ceases. In the event such a suspension based on Force Majeure continues for a period of ninety (90) days or longer, either Party shall be entitled to terminate this Agreement upon written notice.

III.8. Intellectual and industrial property

III.8.1. All drawings, schemes, simulations, representations, plans, descriptions or any other technical or descriptive material issued by C-CURE before or after the closure of a contract, remains the exclusive property of C-CURE, unless otherwise stated in a prior written agreement between the Parties. The Customer shall not communicate or make communicable this information towards third parties, unless C-CURE has authorized the Customer to do so by prior written release.

III.8.2. All technical and descriptive material communicated by the Customer to C-CURE before the closure of the contract in order to make manufacturing possible, remains the property of the Customer.

III.8.3. All intellectual, artistic and other legal rights of C-CURE or of any subcontractor or provider of software programs, software or hardware designs, databases, database frames, GUI designs and layouts, computer architectures, logo’s, trademarks, and all other items relevant in terms of copyright, software protection, hardware or software design, graphical design, and other intellectual property, remain the exclusive property of C-CURE or of any subcontractor or provider. The Customer can only acquire a right to use these specific products by written Agreement with C-CURE. The Customer can acquire no other rights than the right of limited use.

III.8.4. The highest standards of confidentiality are guaranteed by C-CURE, and the Customer also guarantees the highest standards of confidentiality concerning C-CURE and its operations, solutions and services.

III.9. Non-disclosure agreement

III.9.1. C-CURE acknowledges that the Projects and all related documentation, including but not limited to all descriptions of and other information regarding the Projects or its component parts and all products, product samples and specifications, data, know-how, ideas, technology, and technical and non-technical materials, all or any of which may be derived from any of the foregoing (all of which, individually and collectively, shall hereinafter be referred to as the “Proprietary Information”) are confidential and proprietary to the Customer.

III.9.2. C-CURE agrees not to use Proprietary Information for its own use or for any other purpose except to evaluate whether it desires to enter into a business relationship with the Customer or as necessary to carry on such a relationship.

III.9.3. C-CURE agrees to hold the Proprietary Information in strict confidence. C-CURE furthermore agrees not to reproduce, transcribe, or disclose the Proprietary Information to third parties without prior written approval of the Customer. C-CURE also agrees not to make, have made, use, distribute or sell for its own purposes or for any purpose other than on behalf of the Customer, any product incorporating Proprietary Information.

III.9.4. The obligations imposed by this Agreement shall not apply to any information that: (a) is rightfully received from a third party without accompanying use of disclosure restrictions, and can be documented as such, (b) is independently developed without access to Proprietary Information, (c) is or becomes publicly available through no wrongful act of C-CURE,(d) is already known to C-CURE as evidenced by third-party documentation bearing a date prior to the date of Proprietary Information disclosure, or (e) is approved for release in writing by an authorized representative of the Customer.

III.10. Language

III.10.1. The GTC and the Agreement are drawn up in English. The Customer acknowledges its comprehension of the English language and the contents of the GTC and the Contract, as well as the rights and obligations resulting thereof.

III.10.2. English language terms used in the Agreement or in the GTC are intended to describe Belgian legal concepts only and the consequences of their use in English law or any other foreign law shall be disregarded.

III.11. Severability

The invalidity or unenforceability for any reason of any part of the GTC or the Agreement shall not prejudice or affect the validity or enforceability of the remainder of the GTC or the Agreement. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

III.12. Breach of obligations

If either Party commits any breach or is in default of its duties and obligations, the non-breaching Party shall give to the breaching Party written notice of such breach or default and shall request that such breach or default be cured. If the breaching Party fails to cure such breach or default within thirty (30) calendar days, the non-breaching Party may terminate this Agreement immediately by giving written notice of termination to the breaching Party.

III.13. Headings

The article and section captions used herein are for reference purposes only, and shall not in any way affect the meaning or interpretation of the GTC.

III.14. Force Majeure

In the event that C-CURE is unable to perform any obligation because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, strike, war, epidemic, acts of terrorism, acts of local or central government or other competent authorities, C-CURE shall not be liable to the Customer for such failure to perform. An event of force majeure shall not end the contractual relationship between C-CURE and the Customer. C-CURE retains the right to perform its obligations as soon as the event of force majeure ceases.

III.15. Governing law / Jurisdiction

Any dispute arising out of or in connection with the GTC, the Agreement, the Services or the relation between C-CURE and its Customers shall be exclusively governed by and construed in accordance with the laws of Belgium. Any dispute in connection herewith shall be subject to the exclusive jurisdiction of the courts of Antwerp.