Terms of use

General Conditions
 

1.1

The general terms and conditions of MILVUS CONSULTING NV apply to all agreements concluded by or with MILVUS CONSULTING NV, with the exception of the customer's general terms and conditions.

1.2

In case of contradiction between a provision of the quotation/order form and current general terms and conditions, the provisions of the quotation/order form will prevail. 

2.1

Unless otherwise agreed, the quotations of MILVUS CONSULTING NV shall be valid for three months from the date stated on the quotation/order form.

2.2

The prices of MILVUS CONSULTING NV are given in EURO and are always exclusive of VAT.

2.3

In case of typing errors or material mistakes when stating the prices in the offers/order forms or other documents, MILVUS CONSULTING NV will be able to correct any typing errors and/or material mistakes.

2.4

Unless otherwise agreed, transport and insurance costs are not included in the price agreed between parties and MILVUS CONSULTING NV will be entitled to charge these to the customer additionally.

2.5

An offer must always be accepted in its entirety by the customer. Consequently, MILVUS CONSULTING NV cannot be obliged to carry out part of the services provided in a quotation at a corresponding part of the quoted price, unless expressly agreed otherwise.

2.6

Quotations must be approved in writing by the customer. Written approval shall be understood to mean the customer's signing of the quotation or the customer's approval of the quotation by email, fax, SMS, WhatsApp message, etc.

2.7

Any cancellation of an agreement must be in writing. In case of cancellation, the customer shall owe MILVUS CONSULTING NV a fixed compensation of 30% of the price of the agreement, without prejudice to MILVUS CONSULTING NV's right to prove and claim higher damages.

3.1

Unless otherwise agreed, the delivery period stated in the quotation/order form/agreement is purely indicative and not binding.

3.2

If it is expressly provided in the agreement that compliance with the delivery term is essential for the customer, in the event of (expected) delay, regardless of whether it is due to MILVUS CONSULTING NV or the customer, MILVUS CONSULTING NV will inform the customer immediately and take all necessary mitigating measures to minimise the delay.

4.1

From the moment an agreement is concluded, an advance payment of 30% of the total price of the offer will be invoiced to the customer. The remaining balance to be invoiced, unless otherwise agreed, may be invoiced monthly to the customer for services rendered in time and materials for the previous month.

4.2

Even if the contract was concluded at an absolutely fixed price, any modification or additional work ordered by the customer as well as the fixing of the price for it can be proved by all means of law.

4.3

Invoices are payable within thirty days of receipt of the invoice by the customer. In the event of late payment, the customer shall be liable by operation of law and without the requirement of prior notice of default to pay a conventional late payment interest of 12.5% per annum from the due date of the invoice, as well as liquidated damages of 10% on the outstanding invoice amount with a minimum of EUR 125.00.

4.4

Any non-payment of the invoice on the due date or any non-payment shall entail the claimability of the invoices, even those not yet due, which have already been drawn up and transferred to the customer at that time and shall automatically cancel any payment facility.

4.5

If an invoice is disputed, a reasoned protest must be made within 15 days of receipt of the invoice, under penalty of forfeiture.

5.1

Unless otherwise agreed or when it results from the nature of the agreement, MILVUS CONSULTING NV's commitments are obligations of means and not obligations of result.

5.2

Advice is always given by MILVUS CONSULTING NV to the best of its ability, taking into account known circumstances and on the basis of available information, but is in no case binding. The customer bears full responsibility for the implementation of advice.

5.3

Analysis results stated in reports/documents are based on data valid at the time of analysis. These data are not extrapolable to other times or circumstances.

6.1

The customer undertakes not to supply MILVUS CONSULTING NV with any information and/or data which infringes the intellectual property rights of a third party. The customer will defend, compensate and indemnify MILVUS CONSULTING NV for all damages, losses, expenses and costs resulting from a claim brought by a third party due to the fact that the information and/or data supplied by the customer infringes the intellectual property rights of a third party.

6.2

The intellectual property rights in and to the research results will be transferred to the customer from the moment of completion of the agreement to the fullest extent permitted by law.

7.1

Each party shall keep confidential all information it receives regarding the other party, its technical and operational structure, its products and services, its financial information, its personal data, its intellectual property, ....

7.2

Information exchanged may only be used for the performance of the agreement. Neither party shall be entitled to disclose confidential information to a third party without the prior written consent of the other party, except when necessary for the proper performance of the agreement.

7.3

MILVUS CONSULTING NV is entitled to mention the customer's project / studies and analyses carried out on behalf of the customer in its communication and publicity to third parties (without, however, disclosing the contents of studies and analyses).

7.4

Each party shall at all times comply with its respective obligations under all applicable data protection legislation with respect to all personal data processed under the agreement. Insofar as MILVUS CONSULTING NV, in its capacity as processor, would process personal data on behalf of the client, the client, in its capacity as controller, shall remain responsible for defining the purpose and means of processing.

8.1

Each party has the right to terminate/dissolve the agreement without prior notice and by the mere sending of a written notice of termination:
-    In case the other party is declared bankrupt, files for bankruptcy or an application for bankruptcy is filed against it or is manifestly insolvent;
-    In case of dissolution and/or liquidation of the other party's company;
-    If part or all of the assets of the other party are subject to executive and/or conservatory attachment or other executive or conservatory measures.

8.2

In the event of dissolution of the agreement to the detriment of the client or termination of the agreement by the client, the client will be bound to compensate the costs already incurred and performances already delivered and will also be additionally bound to pay a fixed compensation of 30% of the cost price of the work still to be performed, this without prejudice to the right for MILVUS CONSULTING NV to prove and claim a higher damage.

9.1

The possible liability of MILVUS CONSULTING NV is limited to compensation of damage to a maximum of the value of the agreement.

9.2

MILVUS CONSULTING NV will only be liable for damage which is the result of a serious or intentional fault of MILVUS CONSULTING NV.

9.3

The liability of MILVUS CONSULTING NV will always be limited to direct damage, excluding indirect damage, such as, but not limited to, loss of profit, financial and commercial losses, loss of production, increase in general expenses, increased administration costs, loss or damage to data, loss of contracts, immaterial damage and loss of clientele.

9.4

MILVUS CONSULTING NV cannot be held liable for any damage suffered by third parties as a result of any attributable contractual default of MILVUS CONSULTING NV. The customer indemnifies MILVUS CONSULTING NV against possible claims from third parties who (claim to) suffer or have suffered damage as a result of an imputable contractual default of MILVUS CONSULTING NV in the execution of the agreement.

9.5

The customer will only be able to hold MILVUS CONSULTING NV liable on the basis of the rules on contractual liability and will not be able to bring an extra-contractual liability claim against MILVUS CONSULTING NV (except when the default of MILVUS CONSULTING NV would also constitute a crime).

9.6

Possible complaints concerning an attributable contractual shortcoming of MILVUS CONSULTING NV must, on penalty of nullity, be reported in writing as soon as possible and at the latest within a period of 15 days after determination of the contractual shortcoming, whereby MILVUS CONSULTING NV must be offered a reasonable period to remedy the contractual shortcoming. A culpable contractual shortcoming reported within the aforementioned period will only give rise to the liability of MILVUS CONSULTING NV insofar as MILVUS CONSULTING NV would fail to remedy the contractual shortcoming within a reasonable period.

9.7

MILVUS CONSULTING NV cannot be held liable, except in cases of intent or gross negligence, for damage suffered by the customer or third parties when the damage is the result of misinterpretation or misuse of the research results or analyses supplied by the customer or a third party.

10.1

Without permission of MILVUS CONSULTING NV, the client shall not be entitled to employ, contract or otherwise cooperate with employees and/or independent employees of MILVUS CONSULTING NV, directly or indirectly, for the duration of the agreement and up to 24 months after termination of the agreement.

10.2

In case of breach by the customer of the provision of article 10.1, the customer will owe MILVUS CONSULTING NV a fixed compensation of 75,000.00 euro per breach, without prejudice to the right for MILVUS CONSULTING NV to prove and claim a higher damage.

11.1

The agreement shall be interpreted in accordance with and governed by Belgian law.

11.2

In the event of disputes regarding the conclusion, execution, termination and/or interpretation of the agreement, the Belgian courts will have jurisdiction and, in particular, the competent courts of the judicial district of East Flanders, Ghent division, will have exclusive jurisdiction to settle the dispute.

11.3

If any provision or part of a provision of the General Conditions becomes void, illegal or unenforceable, the remaining provisions of the General Conditions shall remain in force and their validity shall not be affected. Where appropriate, the parties shall negotiate in good faith to remedy the invalidity, illegality or unenforceability of the provision by replacing the provision with a legal, valid or enforceable provision having the same, or substantially the same, impact and meaning as the original provision.
 

Rental terms & conditions

1 General

In these Rental Terms & Conditions the following definitions shall apply:

Hirer: the Contracting Party of MILVUS consulting NV in a rental agreement referred to in article 3.1.

Lessor: MILVUS consulting NV, with registered office in Belgium, Wondelgemkaai 159 9000 Gent and with company number 0466.095.985.

2 Applicability

2.1

These general conditions apply to all current and future rental agreements, from the renting of moveable property by the Lessor of all ensuing and / or related agreements between the Lessor and the Hirer or their legal successors.

2.2

Any terms and conditions/terms of sale/rental conditions of Hirer are expressly excluded from the scope of each (rental) agreement as defined in article 3.1. between Hirer and Lessor unless they were accepted by Lessor in writing.

3 Quotes – establishing agreement

3.1

Quotations created by Lessor have a validity period of 30 days, unless otherwise noted.

3.2

Rental agreements between Lessor and Hirer are in principle established by a timely acceptance by Hirer of a quote offered by Lessor or by signing the rental agreement between Lessor and Hirer or by sending a written order confirmation by Lessor.

In the case the above mentioned formalities have not (yet) been met and, in case the renting was already implemented because Hirer has already taken the property rented in use (after delivery of the property rented by Lessor to Hirer), will be assumed that, if there is no rebuttal, a rental agreement is present between Hirer and Lessor in which case these terms and conditions will be applicable as well.

3.3.

In case of transfer of a quotation by Lessor to Hirer, Lessor has, in case of timely acceptance of this offer by Hirer, the right to recant this quotation within the three days after acceptance by Hirer in which case no rental agreement is reached.

3.4

Prices in the quotations are exclusive of VAT, unless otherwise specified.

3.5.

The renting will begin at the time of the reception of the property rented by Hirer, unless otherwise specified.

In case no duration between the parties was agreed, the rent is indefinite and may be terminated by each party provided a notice period of three calendar days.

4 Rental rates and terms

4.1

Lessor's rental rates are exclusive of VAT, other taxes and charges, as well as excluding insurance.

4.2

The day of commissioning the property rented and the day of returning the property rented to Lessor apply both as full rental day.

4.3

Hirer shall return the rented product (on the end of the rental period) on time and in the same condition as he has received them, to Lessor. If Hirer fails to return the property rented, is Hirer held responsible to reimburse the additional rental days to Lessor and is Hirer also liable for any other costs incurred in.

4.4

An prolongation of the rental period is only possible with express consent of Lessor. Automatic or tacit prolongation of the rental period is impossible.

5 Control of the property rented

5.1

Before the receipt of the property rented by Hirer, Hirer should check the rented product on site for visible defects/damage. Subject to evidence by writing by Hirer, the reception of the property rented by Hirer shall be construed as confirmation of the fact that he has received the property rented in good condition and with no visible defects/damage.

If Hirer should get knowledge from any latent defect after receiving the property rented, he will inform Lessor immediately.

6 Risk of the property rented

6.1

Until the property rented is at the disposal of Hirer, the risk of loss or destruction rests on Lessor. From the time of posting and until the date of return of the rented product rests the risk for damage, theft, loss or destruction of the property rented on Hirer and this regardless of whether or not in case of force majeure.

6.2

In case of any claim of a third party against Lessor following an act/omission by Hirer concerning the property Hirer rented, Hirer will indemnify Lessor for all amounts Lessor would be held to pay to this third party.

7 Damage to the property rented

7.1

If any damage occurs to the rented product or if there is any loss/destruction of the property rented, Hirer shall inform Lessor immediately.

7.2

Any necessary repairs of the rented product during the duration of the rental period can only happen provided the permission of Lessor and should be done by a person or company appointed by Lessor on the expense of Hirer. Repair of any damage to the property rented by Hirer is not allowed.

7.3

Lessor can, in case of any damage/defect in the property rented and at the request of Hirer exchange the property rented but this is not mandatory. Exchange of the rented product does not mean that Hirer is not liable for any damage of the rented product.

7.4

Hirer indemnifies Lessor for all damages to or destruction of the rented product occurred during the period from the posting of the rented product until the date of returning the rented product except when this damage (s) or destruction was due to a hidden defect that was already present at the time of the reception of the property rented by Hirer. The burden of proof of this hidden defect rests on Hirer.

8 Use and maintenance

8.1

Hirer commits to use the rented product with due care and return it in the same condition in which he received the rented product.

8.2

Hirer is obliged to maintain the property rented.

9 Payment - challenge

9.1

In case of late payment by Hirer he will automatically and without obligation be required to pay a default interest rate of 8.5% per year starting from the invoice date, as well as to pay a flat-rate compensation of 10% of the amount due.

9.2

Except in the case of permission of Lessor, Hirer has no right to compensate any claim in respect of Lessor.

9.3

Lessor's invoices must be challenged by Hirer within 8 days after reception of the invoice under penalty of acceptance of these invoices.

10 Liability

10.1

Lessor is not liable for direct or indirect damage that Hirer suffers on whatever account and that is in any way related to the rental agreement with Lessor, unless there is intent, fraud or gross negligence on behalf of Lessor.

10.2

Lessor is not liable for late posting of the property rented to Hirer, except in cases of intent, fraud or gross negligence on the part of Lessor.

10.3

If Lessor, despite the articles 10.1 and 10.2 yet could be held liable for any damages suffered by Hirer, Lessor's liability will in any case be limited to the amount that Hirer has complied with/or owes (amount Excl. VAT) under the rental agreement to Lessor.

10.4

Any claims of Hirer to Lessor concerning the rental agreement expire after a period of one year start from the relevant invoice date by Lessor to Hirer.

11 Dissolution

11.1

If Hirer does not, not properly or not submitted in due time to any obligations, which results for her from the rental agreement and Hirer also is in default after proper written notice of default for which Hirer has been granted a reasonable time to meet the obligations, all obligations are immediately due and payable and is Lessor entitled to his choice, without any obligation to compensate him and without prejudice to the other rights, to terminate the rental agreement, in whole or partial, in which the property rented should be returned immediately by Hirer to Lessor or Hirer provides a prepayment and/or assurance for further rent (without prejudice to the right of Lessor to a full compensation of the damage as a result of any breach by Hirer) or to postpone further implementation of all current contracts between Hirer and Lessor until full payment has been made.

11.2

The rental agreement between Lessor and Hirer will be automatically dissolved in the event of the bankruptcy of Hirer or Hirer was admitted to the procedure in the case of judicial reorganisation or in liquidation.

11.3

Both in case of dissolution as in that of suspension, Lessor has the right to demand immediate payment for the already executed part of the agreement with Hirer, as well as for the part of the agreement that would still need to be carried out if the agreement had not been dissolved or suspended and the costs incurred in connection with any damage suffered , interest and a reasonable share of the loss of profit, after deduction of the already paid installments.

12 Force majeure

12.1

Lessor shall never be liable if any failure is due to force majeure.

12.2

If the proper fulfilment by Lessor is impossible, due to one or more conditions, which are not at the expensive of Lessor, in whole or in part, either temporarily or permanently, Lessor has the right to suspend obligations resulting from the agreement, or (if the period, during which the obligations by the contractor are not possible due to force majeure, lasts longer than two months) to terminate the contract in whole or in part without Lessor obliged to any compensation. Cases not at the expense of Lessor shall include: restrictive government regulations, strike, illness, import, export and/or transit ban, transport problems, failure to comply with obligations by suppliers, disturbances in production, natural disasters, riots and war and/or threat of war.

12.3

If Lessor has partially fulfilled his obligations at the time of the commencement of force, or is only able to partially meet his obligations, Lessor shall be entitled to invoice separately the executable part or the part that has already been carried out and is Hirer obliged to pay this invoice.

13. Transfer of rent - sublet

13.1

Hirer is not entitled to transfer this rental agreement in total/part to third parties. Nor is Hirer entitled to sublet the property rented by him.

13.2

The rental agreement with Hirer is closed taking into account the capacity/identity of Hirer (intuïtu personae).

14 Disputes and applicable law

14.1

In case of disputes, only the District Court of the canton or the courts of the District of the place of business of Lessor are empowered, unless otherwise required by law. The Belgian law is always applicable.

14.2

The Dutch version of these rental terms & condtions prevail any translation.

14.3

If any clause of these terms and conditions and/or of the agreement would be void or destroyed, this will not affect the other provisions of the rental agreement and the void clause will automatically be replaced by a term that is as close as possible to the spirit of the original clause and that is permitted to the fullest under the applicable law.