Article 1 – Subject matter and scope

These general terms and conditions apply to all services provided by H4Tech, as specified in any proposal and/or agreement between the Customer and H4Tech (hereinafter the “Agreement”), which refers to these general terms and conditions (hereinafter the “Terms”).

Nothing in these Terms shall be construed to create any agency, partnership, representation or employment relationship between the parties. Employees of one party shall not be considered employees of the other party. Neither party has the right to act on behalf of the other.
If H4Tech provides services prior to entering into a written agreement, these Terms shall govern the contractual relationship with respect to those services.

The Customer expressly waives its own general terms and conditions, even if referred to in purchase orders, invoices and other documents.
Anyone placing an order on behalf of the Customer shall be deemed authorized to do so. H4Tech hereby disclaims all liability to third parties.

Article 2 – Price, billing and payment

All offers by H4Tech are without obligation and are valid for 15 days unless otherwise stated. The prices in the said offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred under the agreement, including shipping and administrative costs, unless otherwise stated.

The Agreement specifies the prices for the services, payment and billing terms and any changes.

Unless otherwise provided in the Agreement, services performed to date shall be billed at the end of each month.
H4Tech maintains a 30-day payment term.

Payments are made in Euros and by bank transfer to H4Tech’s account.

In case of late or non-payment by the Customer of overdue invoices, H4Tech is entitled to suspend the performance of its services, without owing any (compensation), until such invoices are paid in full.

If the invoice has not been paid on the due date, then by operation of law and without any notice of default, a contractual interest of 1% per month will be due, whereby each started month counts for a full month. The compensation due to non-payment will also be increased by a fixed and irreducible compensation of 10% with a minimum of € 100.00.

All judicial and extrajudicial (collection) costs reasonably incurred as a result of late or non-payment shall be borne by the customer.

The client is also liable for the payment of invoices, even if the client requests to invoice them to third parties and if the supplier has agreed to this.

Any order of the customer, with or without paid advance payment, binds the latter irrevocably, it binds H4Tech only after written confirmation thereof. However, H4Tech reserves the right to refuse an order without giving reasons. If an order is cancelled by the customer for any reason, H4Tech shall be entitled to claim compensation of 20% of the value of the offer.

Article 3 – Responsibilities of H4Tech.

1. H4Tech guarantees that all services are performed in a professional manner and that all H4Tech consultants have the necessary expertise, training and skills to provide the services.
2. Replacement of a consultant shall be with an equivalent professional and shall require Client’s approval, which shall not be unreasonably withheld.
3. H4Tech will make every possible and reasonable effort to provide the services within the deadlines specified in the Agreement. Delays in no way warrant cancellation of the order, breach of contract, price reduction or any claim for damages.
4. Any complaint concerning the delivery, of whatever nature, must be notified by the customer to H4Tech within 8 working days from the delivery of the goods or the start date of performance of the services and by registered letter.

Article 4 – Responsibilities of the Customer

To properly perform the Services, the Customer must:

1. Provide H4Tech with all relevant data and information as reasonably required by H4Tech;
2. make the necessary equipment and facilities available to H4Tech;
3. Grant H4Tech unfettered access to all premises and locations to the extent necessary to provide the Services.

Article 5 – Liability

1. H4Tech’s liability, which must be proven by the Customer, is limited to direct damages resulting from errors, omissions, mistakes or failures by H4Tech in the provision of the services (under an Agreement), up to the lesser of:
   1. The amount paid by the Customer to H4Tech during the month in which the loss or breach occurred,
   2. or 500 EURO per claim (i.e. an event or series of related events) and in total during each 12-month period.
2. Under no circumstances can H4Tech be held liable for indirect damages, including consequential damages, lost profits, missed savings and damages due to business interruption arising from or related to the performance delivered by H4Tech under the Agreement.
3. The provisions of this article cover both contractual and non-contractual liability of H4Tech to the Customer.

Article 6 – Excused performance – Force majeure

1. H4Tech shall not be responsible for failure to perform any of its contractual obligations under this Agreement to the extent such failure is directly attributable to Customer or Customer’s representatives or any act, error, omission or breach of this Agreement by third parties (including third parties contracted by Customer).
2. Neither party shall be liable for delays or failure to perform this Agreement arising from causes beyond its control, including but not limited to delays caused by the other party’s failure or delay in performing its obligations under the Agreement, delay or non-performance by third parties, acts of God, war, insurrection, riots, civil disturbances, rebellion, governmental regulations, embargoes, explosions, fires, floods, storms, strikes, lockouts, labor disputes, failures of public power current. In the event of such cause, a party shall immediately notify the other party in writing of the delay or failure to perform, describing the cause and its effect on the party’s performance and the expected duration of the inability to perform.

Article 7 – Escalation procedure

If a controversy should arise between the parties regarding the performance of the services, either party may resort to the escalation procedure as set forth below by notifying the other party in writing.

Within seven (7) days of receipt of such notice, or within any other period agreed upon by the parties, the managers will meet and attempt to resolve the dispute.

If the controversy is not resolved by the managers within fifteen (15) days of such meeting, Article 10 of these Terms and Conditions shall apply.

Article 8 – Intellectual property

1. Intellectual Property Rights in these Terms means; all rights (registered or unregistered) in intellectual property, including but not limited to copyright, database rights, trademark rights, models and designs, patents and patentable processes, methodologies and procedures, trade secrets, rights in know-how.
2. Subject to Article 3, all Intellectual Property Rights in any product or work specifically developed by H4Tech on behalf of Customer within the scope of the Agreement shall be transferred to Customer upon termination or expiration of the Agreement, subject to payment by Customer of all related costs.
3. The parties agree as follows:

   The intellectual property rights

   • of H4Tech that existed prior to the date of signing the Agreement; and
   • developed or obtained by H4Tech outside the scope of the Agreement; and
   • from a third party for which H4Tech is licensed;

     as well as any developments and modifications by H4Tech of the above-mentioned intellectual property rights, shall never and in no way be transferred or licensed to the Customer unless the parties expressly agree otherwise in the Agreement.

4. Notwithstanding Section 9, nothing in the Agreement shall restrict H4Tech from using any ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques relating to the scope of the Agreement that H4Tech develops under the Agreement or independently develops or acquires from Customer during the term of the Agreement.
5. Customer shall defend, indemnify and hold harmless H4Tech against any and all costs, expenses, losses, damages or liabilities arising from actual or alleged infringement of any patent, copyright, trade secret or trademark resulting from H4Tech’s use of Customer’s software or intellectual property rights.

Article 9 – Confidentiality

1. For the purposes of the Agreement and these Terms, and subject to Section 9.3, Confidential Information shall be deemed to be any information (written, oral or in electronic form) relating to the business and affairs of a party that the other party obtains or receives as a result of discussions prior to or in entering into or performing the Agreement. This also includes any data relating to the Customer held by or on behalf of H4Tech.
2. The Customer and H4Tech hereby warrant to each other:
   • keep all Confidential Information of the other confidential; treat Confidential Information of the other with the same degree of care as it uses for its own Confidential Information;
   • Not to disclose the other’s Confidential Information, in whole or in part, to any other person without prior written consent, except to their employees, agents and subcontractors involved in providing or receiving the Services and who have a need to know the Confidential Information in question; and
   • use the other’s Confidential Information solely in connection with the provision or receipt of the Services and not for its own benefit or for the benefit of any third party.
3. Nothing in these Terms and Conditions prohibits or restricts the use or disclosure by a party of information (including, but not limited to, ideas, concepts, know-how, techniques and methodologies) (i) previously known to the party without an obligation of confidence, (ii) independently developed by it, (iii) obtained by it from a third party that, to its knowledge, is not subject to an obligation of confidentiality with respect to such information, or (iv) that is or becomes publicly available without breach of the Agreement.

Article 10 – Premature termination of the Agreement.

1. In addition to any rights of termination specified in the Agreement, either party may terminate all or any part of the Agreement by giving notice to the other party;
   • if the other party materially defaults in the performance or fulfillment of any of its obligations hereunder and fails to cure the default within thirty (30) business days after receipt of written notice thereof; or
   • in case of bankruptcy, liquidation, cessation of payments or any form of insolvency of the other party.
2. Early termination of the Agreement or any part thereof shall not constitute a waiver of any other right or remedy available to the parties for default or misconduct of the other party.
3. In the event of early termination, the Customer shall pay all outstanding invoices and amounts yet to be invoiced for work performed by H4Tech up to and including the effective date of termination

Article 11 – Publicity

Neither party may make any disclosure with respect to the Agreement or the subject matter of the Agreement without the prior written consent of the other party, provided, however, that

• H4Tech may include the Customer’s name and logo on its customer list or business presentations, subject to respect by H4Tech of its obligations under Article 9
• neither party should be prevented from making disclosures to the extent necessary to comply with legal, accounting or regulatory requirements.

Article 12 – Non-recruitment

From the effective date of the Agreement until one year after its termination, both Parties agree that they will not permit persons employed or contracted by the other Party, who are or have been involved in the provision of services to the Customer under this Agreement, to be actively or passively, directly or indirectly, solicited, employed or otherwise contracted in any manner other than pursuant to a written agreement between the Parties.

Both Parties will refrain from actively or indirectly soliciting or hiring staff members of the other Party. This clause applies only to staff members and independent contractors of a Party who have worked within the scope of the Agreement.

Article 13 – Assignment and subcontracting

The Agreement may not be assigned or otherwise transferred without the prior written, mutual consent of each party. Any purported assignment in violation of this paragraph shall be null and void.

Article 14 – Severability

Should any provision of this Agreement, or its application to any person or situation, be judicially declared invalid, unenforceable or void, such decision shall not have the effect of rendering the remainder of this Agreement invalid or void. It is the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to make it valid, legal and enforceable, while maintaining the original intent. If such modification is not possible, the provision in question shall be replaced by another provision that is legal, enforceable and achieves the same purpose.

Article 15 – No waiver of right

No failure or delay by either Party in exercising any right or remedy under the Agreement or these Terms and Conditions shall be deemed or operate as a waiver of that right or remedy.

Article 16 – Applicable law and jurisdiction

1. The Agreement and these Terms and Conditions shall be governed by and construed in accordance with the laws of Belgium.
2. In case of disputes between the parties arising from the performance, validity or interpretation of the Agreement and/or these General Terms and Conditions, which have not been resolved according to the escalation procedure of Article 8, the parties agree that such disputes shall be subject to the exclusive jurisdiction of the courts of Brussels.