Spinae - Cybersecurity in OT & IT

General Terms and Conditions

These 'General Terms and Conditions' are the delivery conditions that apply to all assignments given by the Client to Spinae BV, Amelia Earhartlaan 2, 9051 Ghent, Belgium with company number BE.0732.495.597 (hereinafter: "Spinae"), the contractor.

AGREEMENT
1. The acceptance of the quotation implies the acceptance of these General Terms and Conditions.
2. The General Terms and Conditions take precedence over all other conditions that have already been provided, are provided simultaneously or will be provided in the future, unless the Parties explicitly and in written form deviate from these General Terms and Conditions.
3. Deviations from these General Terms and Conditions are only valid if they have been expressly agreed upon in writing. Unilaterally imposed deviations from these General Terms and Conditions are not accepted.
QUOTATIONS
1. All quotations are completely without obligation and Spinae is only bound if the quotation has been signed by the client and received by Spinae within thirty (30) days, whereby both email and post are seen as valid communication channels.
2. If the Client wishes to confirm a Work Order by means of a "Purchase Order (PO)", such a PO will only be accepted insofar as it has been sent to administratie@spinae.be. General Terms and Conditions included on a PO are not accepted, in line with 1.2.
EXECUTION AND TERM
1. Spinae reserves the right to execute its assignments and services according to its discretion and working methods, insofar as this does not affect the rights of the client and the obligations of Spinae.
2. When executing the Services, the Service Provider may, without prior written consent from the Client, engage subcontractors, being freelancers with whom the Service Provider works on a regular basis and Related Companies.
3. The intermediate or final (delivery) dates communicated by Spinae or agreed between the Parties are purely indicative and always serve as target dates, unless otherwise agreed in writing between the Parties. In any case, Spinae commits to making efforts to observe the intermediate or final (delivery) dates as much as possible.
4. Spinae is not bound by intermediate or final (delivery) dates that, due to causes beyond its control and that occurred after entering into the Agreement, can no longer be met. Nor is Spinae bound to intermediate or final delivery dates in case of delays due to additional work or changes to the Services, or following a change in the approach to executing the Agreement.
5. Services are delivered as a best efforts obligation; in no case can Spinae be deemed to be bound by a results obligation.
NORMAL OFFICE HOURS AND RATES
1. Normal office hours are from 8:00 AM to 6:00 PM on working days. If the client wishes the offered services to be delivered outside these hours, this will be charged according to the following conditions, unless otherwise agreed in writing in advance:
  - between 7:00 AM and 7:00 PM on a weekday: Standard Rate
  - between 7:00 PM and 10:00 PM on a weekday: Standard Rate x 1.25
  - between 10:00 PM and 7:00 AM on a weekday: Standard Rate x 1.50
  - between 7:00 AM and 7:00 PM on a weekend day or holiday: Standard Rate x 1.50
  - between 7:00 PM and 10:00 PM on a weekend day or holiday: (Standard Rate x 1.25) x 1.50
  - between 10:00 PM and 7:00 AM on a weekend day or holiday: (Standard Rate x 1.50) x 1.50
CANCELLATION AND RESCHEDULING
1. Depending on the Services provided, specific execution dates will be determined on which Personnel from the Service Provider will be made available to the Client. Such specific execution dates must be approved in advance by the Client, whereby the Client will not unreasonably delay or refuse its approval.
2. After approval of the execution dates, these can only be changed and/or cancelled under the conditions that a written request is submitted for this and this request was accepted by the Service Provider at least ten (10) Working Days before the execution dates that one wishes to change/cancel take place.
3. If execution dates are changed or cancelled, at the request of the client, outside the above-mentioned terms, the following cancellation fees apply:
(i) In case of change or cancellation shorter than three (3) Working Days before the execution dates, a cancellation fee of 50% of the planned executions will be due.
Time of cancellation/change is determined on the date of receipt of the written request by Spinae.
PRICES AND EXPENSES
1. Taxes and VAT are not included and are at the client's expense. All invoicing is subject to the tax regime in force during the execution of the services.
2. The costs of travel and transportation to, in and returning from abroad, are charged based on travel and expenses.
3. Travel costs when delivering Services on-site at the Client, within Belgium, for a period of less than eight (8) hours, will be charged at standard rate.
4. If Services on-site at the Client are required and/or provided for in the Work Order, the Client is also responsible for providing parking facilities for the Service Provider's Personnel. If such facilities are not provided, the Client accepts that all costs linked to parking and/or the use of public transport, in the context of executing services, fall at its expense. Proof of expenses incurred in this context can be requested via administratie@spinae.be, within a period of one (1) month after invoicing thereof.
5. Shipping costs to and from Spinae's finishing centers are, unless otherwise specified in the quotation, at the client's expense.
6. With the exception of fixed prices included in our quotation, unit prices are reviewed annually based on the evolution of national reference hourly wage costs (wages and social charges) published by Agoria. You can consult the Agoria index via the overview table of the national average reference wages (https://www.agoria.be/nl/diensten/data-analyse/referteloonkosten/overzichtstabellen).
INVOICING – PAYMENT
1. Invoicing takes place, unless otherwise specified in the quotation, after delivery of the services.
2. Invoicing is electronic, unless otherwise agreed.
3. Invoices are payable within thirty (30) days after invoice date. Invoices must be paid, without any discount, to one of the Service Provider's account numbers.
4. Complaints regarding an invoice from Spinae must be submitted by registered letter within 10 working days after the invoice date, on penalty of forfeiture.
5. If the Client does not pay or does not pay on time the amounts due for non-contested invoices, the Client is, by operation of law, liable for default interest on the amounts still due according to the applicable legal interest rate for payment delays in commercial transactions from the due date. This interest can be claimed from the 6th day after a notice of default by registered letter to the Client.
6. Spinae reserves the right to suspend the execution of any service until full payment of all non-contested invoices, of all outstanding debts, in principal, interest and costs, and the provision of sufficient guarantees that all services still to be executed will be paid.
7. Deviations from these payment conditions are only possible with express written consent.
INTELLECTUAL PROPERTY
1. All methodologies, presentation methods, drawings that Spinae creates, develops or uses in the context of executing this Agreement, remain or become exclusive property of Spinae. The Client acknowledges that it cannot make any claim to these.
  All present and/or future intellectual property rights that may arise thereon, including but not limited to all copyrights, neighboring rights, rights to computer programs, rights to databases, know-how, trade names, drawings and models, trademarks, patents, etc. will immediately and exclusively belong to Spinae from their creation.
  This exclusive ownership in favor of Spinae is final, irrevocable and applies to the fullest extent, meaning for all exploitation methods and forms, for the entire duration of the relevant right and for the entire world, including the exclusive right to have these rights protected worldwide through appropriate registrations or applications.
2. The Client expressly acknowledges the validity of these (intellectual) property rights of which Spinae is or will become the holder and undertakes, both during the duration of the Agreement and after its termination, to respect these rights, not to contest their validity, nor to take any action that would prevent registration or acquisition in Spinae's name.
3. Spinae acknowledges the validity of the (intellectual) property rights of which the Client is or will become the holder and undertakes, both during the duration of the Agreement and after its termination, to respect these rights, not to contest their validity, nor to take any action that would prevent registration or acquisition in the Client's name.
CONFIDENTIALITY
1. The client and Spinae expressly undertake to keep secret all trade secrets, business secrets or secrets related to personal and/or confidential matters of which they may become aware during this agreement, both during and after the expiration of the assignment.
2. The Parties declare and expressly acknowledge that this confidentiality applies both to Spinae's own secrets and to those of clients, prospects, suppliers and affiliated companies. It is agreed that data about equipment, software and their operation are considered business secrets, as well as all information concerning the operations of relations, clients, prospects, suppliers and affiliated companies of both parties. An exception to the above is made for data that is generally known in commercial circles or when Spinae, respectively the client, has given prior consent to disclosure.
3. This paragraph remains valid until five (5) years after termination of the agreement.
LIMITATION OF LIABILITY
1. The Parties acknowledge that Spinae's obligations constitute a means obligation and not a results obligation. Spinae gives no guarantees in this regard.
2. Spinae's total liability due to an attributable contractual or extra-contractual shortcoming, expressly including any shortcoming in the performance of a guarantee obligation agreed with the Client, is limited to compensation for direct proven damage up to a maximum amount of the price effectively invoiced for the Services (excl. VAT). If the Agreement is a continuing agreement with a term of more than one year, the price agreed for the Contract is determined as the total of the fees (excl. VAT) agreed for one year.
3. Spinae's liability for indirect damage, in particular but not limited to consequential damage, lost profits, financial or commercial losses, missed savings, increase in general costs, increased personnel costs, reduced goodwill, damage due to business stagnation, damage resulting from claims by the Client's customers, damage related to the use of third-party items, materials or software suggested by Spinae to the Client and damage related to the Client's engagement of suppliers suggested by Spinae, damage due to schedule disruption and loss of clientele, is expressly excluded.
4. The exclusions and liability limitations referred to in articles 10.2 and 10.3 do not apply if and to the extent that the damage results from an intentional act by Spinae.
5. For damage cases that are also attributable to the Client or a third party, Spinae can at most be held liable for the share caused by Spinae's fault, and this within the limits of what is agreed in this article 12, and excluding any joint and several liability with other debtors.
PROHIBITION OF SOLICITATION
1. The Client undertakes not to solicit or influence Spinae's personnel with the purpose of changing or terminating the appointment, employment or other employment conditions or relationships, during the entire duration of this Agreement, as well as during a period of 24 months from the date of termination of this Agreement.
2. In case of breach of the obligation included in article 11.1, the Client will be required to pay Spinae compensation that is fixed at 20,000.00 EUR, without prejudice to Spinae's right to claim higher compensation based on the damage actually suffered.
3. The Parties confirm and expressly acknowledge that the non-solicitation obligation has been correctly agreed. In case of judicial review of this provision, the principles that the parties have explicitly expressed hereby must be respected, which implies that judicial review can only lead to a possible reduction of the scope of the obligation, but not to annulment or forfeiture or nullification thereof.
4. The client will, during the term of the agreement as well as the year after its termination, only after good business consultation with the other party has taken place, employ employees of the other party who have been involved in the execution of the agreement, or otherwise have them work directly or indirectly for them.
DURATION AND TERMINATION
1. The duration of the assignment is determined in the quotation.
2. The client can only terminate the agreement, created by signing the quotation or sending a PO, early after written notice of default that provides for a period of 2 months to remedy the shortcoming.
3. If the client terminates the agreement early, Spinae is entitled to compensation due to the loss incurred. Therefore, the client is required to pay a termination fee that corresponds to the fee for the duration of the notice period not observed or the remaining part of that period, calculated based on the monthly average of the amounts invoiced to the Client during the last 12 months.
4. Upon termination of this Agreement, the Client must return to Spinae all material and possessions that belong to Spinae or that were made available by the latter to the Client with a view to the proper execution of the Service(s).
FORCE MAJEURE
1. Force majeure is considered to be all causes beyond the reasonable control of a party, such as, but not limited to, government actions, terrorist activities, sabotage, expropriations, riots, war, natural disasters, civil unrest, power shortages, explosions, failure of facilities or materials due to fire, earthquake, flooding, storm, labor disputes, strikes, failure of public utilities and epidemics/pandemics.
2. Provided that all reasonable measures are taken to prevent force majeure, Spinae's non-performance of any obligation due to force majeure is not considered a breach of this existing agreement. If such an event causes a delay in execution or can reasonably be assumed to cause a delay of more than three months, either Party may terminate the relevant Work Order or this entire agreement with written notice to the other Party.
3. Force majeure cannot be considered as a reason to delay payment or unilaterally terminate the agreement.
MISCELLANEOUS
1. If any provision in this Agreement is deemed to be wholly or partially illegal, invalid or unenforceable under any applicable law of any nature, that provision will be moderated and the legal validity, validity or enforceability of the remaining provisions of this Agreement will not be affected.
  Provisions that would be affected by nullity or invalid remain binding for the part thereof that is legally permitted.
2. Spinae is authorized to make changes to these conditions. These changes take effect at the announced time. Spinae will announce such a change via email. If no effective date has been communicated, a change vis-à-vis the client takes effect as soon as the change has been communicated to them by Spinae.
3. This Agreement is drafted and governed under Belgian law. All disputes that would arise in connection with this Agreement fall under the exclusive jurisdiction of the Commercial Court of Ghent.

Terms & Conditions