General Conditions of Cogn-IT

1. GENERAL

1.1. These Terms and Conditions (hereafter referred to as the "General Conditions") apply to all offers, orders, agreements, and deliveries for the supply of goods and/or services by Cogn-IT to its customer (hereafter referred to as the "Customer"). Different conditions of the Customer are not applicable and shall not be enforceable against Cogn-IT.

1.2. By placing an order or, failing that, by signing or executing the agreement by Cogn-IT or the Customer, the Customer accepts these Generals Conditions.

1.3. Deviations from these General Conditions will only be enforceable against Cogn-IT if Cogn-IT has expressly agreed in writing. In that case, the other provisions of these General Conditions shall remain in full force. The Customer may not derive any rights for future transactions from agreed derogations.

1.4. A start of the execution by the Customer also applies as an acceptance of the General Conditions, unless such execution is subject to explicit and written reservation.

2. OFFERS AND ORDERS

2.1. Every offer made by Cogn-IT is free of obligation and, unless expressly stated otherwise, has a validity of 30 calendar days after the date of the offer. Cogn-IT will only be bound by an order from the Customer if Cogn-IT has explicitly confirmed its acceptance in writing.

2.2. All terms stated in an offer or order are purely indicative and non-binding. Cogn-IT cannot be held liable for exceeding it and this is not a valid ground for termination, severance or suspension of the Customer's execution of the agreement. Cogn-IT will inform the Customer to the best of its knowledge of the (probable) failure to comply with the time-limit.

3. DELIVERY

3.1. The Customer accepts partial deliveries.

3.2. The risk relating to the goods is transferred to the Customer at the time of delivery. The transfer of ownership takes place only after the total payment of the price and of any interests or compensations due to late payment.

3.3. The signing by the Customer of the delivery slip involves the delivery and acceptance of the delivered goods or the delivered service.

4. PRICES, INVOICES AND PAYMENTS

4.1. All prices and other amounts are expressed in euro and excluding VAT and other taxes and charges. If these taxes and charges increase after the conclusion of the agreement, Cogn-IT is entitled to pass this on to the Customer. Additional work and updating will be charged to the rates used by Cogn-IT at that time.

4.2. All our invoices are payable in cash at the address of our registered office. Appointees are not authorized to receive payments. In case of non-payment at maturity, the Customer is automatically entitled to an interest of 10% on the total amount of the invoice on an annual basis without notice. Furthermore, the Customer must pay a compensation of 10% on the total price of the invoice with a full or partial non-payment of an invoice within the month following the due date, automatically and without legal notice. All legal and extrajudicial collection costs of invoices are at the Customer's expense, with a minimum fee of 10% of the total amount of each invoice.

4.3. The Customer is not entitled to a debt comparison regarding Cogn-IT.

4.4. The Customer can only suspend payment if he can prove that Cogn-IT has not fulfilled a contractual obligation and if he has previously notified Cogn-IT by registered letter. In any case, the amount of the suspended payment can only relate to that part of the property or service that relates to the alleged non-performance of the contractual obligation. A suspension of payment by the Customer is only possible if (part of) the goods or service cannot be separately identified on an invoice.

4.5. The Customer agrees that, in the event of late payment of invoices, Cogn-IT shall, without prior notice of cancellation, immediately return the goods delivered to Cogn-IT, allow access to its premises and bear all transport costs.

5. FORCE MAJEURE

5.1. Cogn-IT is not obliged to comply with contractual obligations whose implementation has become impossible. In any event, Cogn-IT cannot be held liable for failure to fulfil its contractual obligations or for consequential damages caused to the Customer as a result of strikes, total or partial stagnation of transport, electricity and telecommunication disturbances, malfunctions, maladministration and/or force majeure of its suppliers, licensing requirements and other legal and administrative requirements, all of which apply as force majeure.

5.2. If the force majeure lasts longer than 10 working days, Cogn-IT has the right to automatically terminate the agreement by registered letter, without prior appeal to a court and without compensation. In such event, Cogn-IT will be entitled to payment from the Customer of all delivered goods or services and of the costs incurred for future implementation of the agreement.

5.3. The non-compliance by Cogn-IT of its contractual obligations arising from such force majeure is not a ground for termination, severance or suspension of the Customer's performance of the agreement.

6. CONFIDENTIAL INFORMATION

6.1. The parties shall treat any information that may reasonably be believed to be confidential in strict confidence and not disclose it to third parties without the prior, express, written consent of the other party.

6.2. Cogn-IT will have the right to disclose the existence of the agreement with the Customer for publicity and other commercial purposes.

7. INTELLECTUAL AND PROPERTY RIGHTS

7.1. Any intellectual, industrial or other proprietary right of work that is created by Cogn-IT, its employees, consultants or subcontractors in the context of the performance of the agreement (including software, material, technology, skills, know-how and information about its use), remains the exclusive property of or is licensed to Cogn-IT and/or its licensors, as applicable. The delivery of goods and/or services by Cogn-IT to the Customer does not imply any transfer of any such right. The fees paid by the Customer shall not be considered as payment for the transfer of any such right.

7.2. If the parties have expressly and in writing agreed to the transfer of such right, Cogn-IT will remain entitled to this right until the payment of the total price and all additional costs by the Customer (including interest and compensation due to late payment of invoices).

8. WARANTIES

8.1. All contractual obligations of Cogn-IT are obligations to use best endeavours. Cogn-IT does not provide any explicit or implicit warranty regarding the goods or services, including warranties as to fitness for a particular purpose or its merchantability.

8.2. The Customer will always take the necessary measures to safeguard the integrity, safety and maintenance of the software, hardware and all other materials.

8.3. In case of alleged malfunction of the goods or services, the Customer will actively cooperate in all investigations aimed at identifying the cause and taking all steps to ensure evidence that may be relevant.

8.4. All goods or services delivered to the Customer by a subcontractor of Cogn-IT or delivered to Cogn-IT by a third party and which Cogn-IT in turn delivers to the Customer are subject to the terms of warranty and liability which apply between the subcontractor or third party and Cogn-IT.

8.5. Cogn-IT is solely responsible for any defect in the delivered goods or the service provided at the time of delivery which manifests itself within a period of 2 months from the date of delivery. In the event of a defect, the Customer is not entitled to a compensation. If the defect concerns goods, the Customer is entitled to the free repair of the goods or the service, or the free replacement of the goods or service, at the choice of Cogn-IT. If the free replacement or improvement is impossible or out of proportion, the Customer only has the right to claim an appropriate price reduction.

8.6. In order to assert any right concerning any defect or shortcoming of Cogn-IT, the Customer must notify Cogn-IT by registered letter within a period of 3 working days after the Customer has established the shortcoming, defect or damage. The Customer's claim shall expire after one month from the date on which he has identified the shortcoming, defect or damage.

9. LIABILITY

9.1. Cogn-IT is not liable for any consequential loss, indirect damage or loss, or loss of data, data recovery, profits, income, sales or other financial or commercial losses, regardless of whether it is due to non-compliance with a contractual or non-contractual obligation.

9.2. In any case, Cogn-IT's contractual and non-contractual liability to the Customer is limited to EUR 1000 per incident, provided that the total liability of Cogn-IT resulting from the agreement is limited to 50% of the total value of the agreement.

10. DURATION AND DISSOLUTION

10.1. The duration of the agreement is indefinite (in principle until the end of the project), unless a certain period of time has explicitly been agreed upon in writing.

10.2. In any case, Cogn-IT always has the right to dissolve the agreement without any compensation, without further notice or default notice and without prior appeal to a court if: (a) the Customer is in breach of a contractual obligation and fails to resolve this within 10 working days of Cogn-IT's notification of the defect, (b) the Customer is filing for bankruptcy, is declared bankrupt, has been liquidated or lacks means, or (c) the judicial control of the Customer changes.

11. NON-RECRUITMENT

11.1. During the duration and for 12 months after termination of the agreement, the Customer will not employ, recruit, or directly or indirectly contact any employees, consultants, representatives or subcontractors of Cogn-IT or their personnel involved in the performance of the agreement for recruitment or for a direct or indirect cooperation in any form.

11.2. If the Customer violates this article, he will be automatically liable for a lump sum indemnity equal to the total gross salary of the employee, consultant, representative or subcontractor in question over a period of 12 months prior to the non-compliance of this article by the Customer, which the parties consider as an estimate of the reasonable damage resulting from a violation of this article.

12. APPLICABLE LAW AND COMPETENT AUTORITHY WITH JURISDICTION

12.1. These General Conditions and any other contractual terms between Cogn-IT and the Customer are governed by Belgian law.

12.2. Any dispute will be settled by the courts of Brussels.

 

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