This English translation is provided for information purposes only. The Dutch version of these terms prevails (see Article 17.3).
Article 1 – Scope and acceptance
1.1 BV ArchiLogics (CBE 1012.273.489, VAT BE 1012.273.489) is a company incorporated under Belgian law as a private limited company, with registered office at Goorakker 12B, 2440 Geel, Belgium.
1.2 These general terms and conditions apply to all services provided and work performed by BV ArchiLogics, its partners, collaborators, staff and, in general, all its agents. Every agreement of any kind between BV ArchiLogics and the client is subject to these terms.
1.3 Deviations from these terms can only be agreed in writing. Any general terms of the client cannot be deemed tacitly accepted and are always subordinate to these terms.
1.4 These terms are deemed known to the client. Every assignment or request for a service implies the client's full acceptance of these terms and the waiver of reliance on the client's own terms.
Article 2 – Formation of the agreement
2.1 BV ArchiLogics is only bound to perform its mandate, and the agreement and mutual obligations of the parties only come into existence, on condition that the assignment has been accepted by BV ArchiLogics.
2.2 Where applicable, the assignment will only commence once the advance payment requested by BV ArchiLogics has been paid in full.
Article 3 – Obligations
3.1 By the nature of its services, BV ArchiLogics is bound by a best-efforts obligation and will perform its assignment or provide its services to the best of its ability, in accordance with prevailing standards of care and good workmanship and applicable international standards.
3.2 The client is expected to inform and keep BV ArchiLogics informed of all information that is (reasonably) useful and necessary for the performance of the service. The client undertakes to provide all data and information, supported by the necessary documents, in good time. The client is responsible for the accuracy, completeness and reliability of the information provided by or on behalf of the client.
3.3 BV ArchiLogics may, without prior notice of default, suspend its services in whole or in part or even terminate the agreement if the client fails to meet payment obligations, other obligations (such as providing required information) or obligations under these terms, without BV ArchiLogics being liable for any damage suffered by the client as a result.
3.4 Every service and/or advice provided by BV ArchiLogics is intended solely for the client's use and is given only within the context of the service for which it was provided. Services and/or advice may not be used or relied upon by third parties. The client agrees not to disclose services/advice to third parties without prior written consent (except, where necessary, to the client's other professional advisers bound by confidentiality, but without any obligation or liability of BV ArchiLogics towards them). The contractual obligations of BV ArchiLogics apply only towards the client and do not extend to third parties, unless BV ArchiLogics expressly accepts such responsibility in writing, in which case these terms, including the stated limitations of liability, apply.
Article 4 – Validity of quotations
4.1 Quotations are only valid and binding within the period stated in the quotation or, if nothing is specified, 30 calendar days from the date of the quotation. After this period the client can no longer accept the quotation. Quotations apply only to the services expressly included therein.
4.2 If the client wishes to use additional services, a new agreement must be concluded.
Article 5 – Price and payment terms
5.1 BV ArchiLogics will perform the requested services at the price conditions stated in the accepted quotation or in the service agreement concluded between the parties. Administrative costs and specific costs and expenses, such as (without limitation) translation costs, travel expenses, licence costs and other advances, are charged separately.
5.2 BV ArchiLogics cannot be held to its quotation if the client could reasonably understand that the quotation, or part of it, contains an obvious material error, such as an unrealistically high discount or an unusually low price.
5.3 Changes to the requested services and/or additional services will be invoiced additionally at the rates applicable at the time the changes/additional services are ordered. The applicable rates may be requested from BV ArchiLogics at any time.
5.4 If the service is charged at an hourly or daily rate, BV ArchiLogics reserves the right to adjust the rate quarterly (on 1/01, 1/04, 1/07 and 1/10) during performance of the service, after prior notice to the client and on the basis of an objective substantive criterion.
5.5 At the start of the assignment and during performance, BV ArchiLogics may request interim payment by way of advances; advances paid will be deducted from the final invoice.
5.6 Advance notes and invoices are payable within 30 days of the invoice date. If payment of an advance is requested, BV ArchiLogics reserves the right to suspend its work until the advance has been received.
5.7 In the absence of timely payment, late-payment interest is due by operation of law and without prior notice of default until full payment, calculated in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.
5.8 In that case, fixed damages of 10% of the principal amount, with a minimum of EUR 150.00 per invoice, are also due by operation of law and without prior notice of default, notwithstanding the right of BV ArchiLogics to additionally claim the damage actually suffered. The costs of collecting an unpaid invoice and any legal costs are always borne by the client. If BV ArchiLogics itself attributably and materially fails to perform its obligations, the client is entitled to an equivalent fixed compensation of 10% of the price of the service concerned, without prejudice to the client's right to prove higher actual direct damage within the limits of Article 10.
5.9 Any non-payment of an invoice on its due date renders all invoices already issued, even those not yet due, immediately payable, and automatically cancels any payment facility.
5.10 In the event of non-payment or late payment, BV ArchiLogics is also entitled, at its discretion, to terminate the cooperation without any compensation or to suspend all services until full payment of all outstanding amounts, without being liable for any resulting damage.
5.11 If the client disagrees with an invoice, the client must object in writing within 8 calendar days of receipt of the invoice, failing which the invoice is deemed accepted. Questions about or disputes of an invoice do not suspend the payment obligation.
5.12 BV ArchiLogics is subject to VAT and its services are subject to VAT, so that its invoices, save for legal exceptions, are increased by 21% VAT.
Article 6 – Duration and termination
6.1 The agreement between BV ArchiLogics and the client is of fixed duration unless expressly agreed otherwise in writing.
6.2 If one of the parties materially fails to perform its obligations and, after having been expressly notified in writing by the other party, does not remedy this within a reasonable period, the other party is entitled to terminate the agreement without judicial intervention and without owing any compensation. If the client is the defaulting party and BV ArchiLogics terminates the cooperation for that reason, the full balance of BV ArchiLogics' invoice remains payable.
6.3 The client may terminate the agreement at any time without stating reasons. In that case the client must compensate the services already performed and costs incurred by BV ArchiLogics, increased by fixed compensation of 10% of the quotation price for loss of profit, unless BV ArchiLogics proves higher damage.
Article 7 – Suspension of the agreement
7.1 BV ArchiLogics reserves the right to suspend all ongoing services and to require appropriate guarantees from the client if there are demonstrable events that damage mutual trust and/or hinder or render impossible the performance of the agreement, or if the client fails to meet payment obligations.
Article 8 – Force majeure – delivery period – hardship
8.1 Exceptionally, BV ArchiLogics may be confronted with unforeseen circumstances beyond its control as a result of which it cannot deliver its services in whole or in part at the agreed time. If such force majeure is only temporary, BV ArchiLogics will still endeavour to deliver its services as soon as reasonably possible. If it proves impossible for BV ArchiLogics to complete or continue its services, the agreement will be revised or dissolved by mutual agreement.
8.2 Delivery periods communicated by BV ArchiLogics are always indicative only. BV ArchiLogics has the right to postpone delivery if necessary for the proper performance of the service or if circumstances justify it (including, without limitation, late provision by the client of information necessary for the performance of the service). Failure to meet an indicative delivery period cannot give rise to termination of the agreement or claims for compensation of any kind.
8.3 In the event of a fundamental change of circumstances and/or conditions not attributable to the affected party, as a result of which that party's contractual obligations would become unreasonably onerous, the parties undertake to renegotiate the terms of the agreement in order to jointly reach a fair solution for continuing the agreement, striving for a balance similar to that existing when the agreement was concluded. If the parties cannot agree on whether such fundamental changes have occurred, each party will appoint an expert who, possibly assisted by a third expert, will determine whether such changes have occurred. In the absence of a positive response from a party to renegotiate within one month after the other party has so requested by registered letter, the requesting party is entitled, at its own discretion, either to apply to the competent court or to terminate the agreement by registered letter, without owing any compensation.
Article 9 – Complaints
9.1 If the client is dissatisfied with the services of BV ArchiLogics, this must be reported in writing as soon as possible, and in any event within 8 calendar days. Lodging a complaint does not in itself release the client from the payment obligation.
Article 10 – Liability
10.1 The partners, collaborators and staff of BV ArchiLogics always act in the name and on behalf of BV ArchiLogics and can never be held personally liable for any professional or other error.
10.2 BV ArchiLogics can only be held liable in the event of deceit, fraud, gross negligence or intentional fault by it or its agents or, except in cases of force majeure, in the event of non-performance of the essential obligations forming the subject of the agreement.
10.3 It is reiterated that the agreement always contains best-efforts obligations and no obligations of result for BV ArchiLogics. BV ArchiLogics will of course do its best to deliver its services correctly and pursue the best result, but cannot be held liable if the intended result is not achieved. Nor can BV ArchiLogics ever be held liable for incorrect implementation or the client's failure to (correctly) follow the advice/services provided.
10.4 BV ArchiLogics is never liable for or required to compensate immaterial, indirect or consequential damage, including (without limitation) loss of profit, loss of turnover, loss of income, administrative or personnel costs, an increase in overheads, loss of clients or third-party claims.
10.5 BV ArchiLogics can never be held liable for any damage resulting from an error committed by a third party engaged by the client for the performance of the agreement.
10.6 Nor can BV ArchiLogics be held liable if it cannot deliver its services due to force majeure. If the force majeure is only temporary, BV ArchiLogics will still attempt to deliver its services as soon as reasonably possible. If it proves impossible to complete or continue the services, the agreement will be revised or dissolved by mutual agreement.
10.7 BV ArchiLogics is never liable for damage of any kind due to incorrect or inaccurate data provided by the client, or incorrect implementation or failure to (correctly) follow the advice of BV ArchiLogics by the client.
Article 11 – Engagement of third parties
11.1 Unless expressly agreed otherwise in writing, the client agrees that BV ArchiLogics may engage third parties for (specific aspects of) its assignment if it deems this necessary or useful, always in consultation with and with the approval of the client.
11.2 Except in exceptional cases and if BV ArchiLogics agrees, the client always settles the amounts charged by these persons directly; BV ArchiLogics cannot be held liable for or required to pay these costs.
11.3 Unless expressly agreed otherwise in writing, BV ArchiLogics is never liable for the work delivered by third parties engaged.
Article 12 – Indemnification
12.1 The client indemnifies BV ArchiLogics against all third-party claims related to the services provided by BV ArchiLogics. BV ArchiLogics is not liable for damage to third parties and is not required to indemnify the client in this respect.
Article 13 – Confidentiality
13.1 BV ArchiLogics undertakes to keep confidential all information and data of which it becomes aware during the performance of the service and takes all possible precautions to protect the client's interests.
13.2 The client will not disclose to third parties, without the consent of BV ArchiLogics, any information about the approach, working methods or quotations of BV ArchiLogics.
13.3 The parties must keep confidential all information obtained from each other in the performance of the service and not disclose it to third parties in any way, except with the prior express written consent of the other party, where legally required, or, where necessary, to the client's other professional advisers bound by confidentiality, but without any obligation or liability of BV ArchiLogics towards them as set out in Article 3. If BV ArchiLogics engages a third party in accordance with Article 11, the data necessary for performing the service may of course be transferred to that third party, provided they respect the same confidentiality.
Article 14 – Intellectual property
14.1 The intellectual property of the services delivered remains the exclusive property of BV ArchiLogics until full payment of all amounts charged, both principal and all accessories, including but not limited to interest, fixed damages, legal costs and summons costs.
Article 15 – Electronic communication
15.1 BV ArchiLogics makes reasonable efforts to keep emails and attachments free of any virus or other defect that could damage a computer or IT system. It remains the client's responsibility to take all necessary measures to protect its own computer or IT system.
15.2 BV ArchiLogics cannot be held liable for any loss or damage that may result from receiving or using electronic documents from BV ArchiLogics.
Article 16 – Data protection
16.1 BV ArchiLogics is the controller for the processing of personal data obtained in the context of the services. This processing takes place in accordance with the General Data Protection Regulation and the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.
16.2 For more information, BV ArchiLogics refers to its Privacy policy available on its website.
16.3 This Privacy policy forms an integral part of these general terms and conditions.
Article 17 – Entire agreement, severability and language
17.1 These terms constitute the entire agreement between the client and BV ArchiLogics and replace all previous agreements and any prior oral or written agreement between the parties on the same subject.
17.2 If any provision (or part thereof) of these terms is unenforceable, void, invalid or contrary to a mandatory legal provision, this will not affect the validity and enforceability of the other provisions, nor the validity and enforceability of that part of the provision concerned that is not unenforceable, void, invalid or contrary to mandatory law. In such a case, the parties will negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that corresponds as closely as possible to the purpose and scope of the original provision.
17.3 These general terms and conditions have been drawn up in Dutch. Translations into other languages are provided for information purposes only. In the event of any conflict or difference in interpretation, the Dutch version shall always prevail.
Article 18 – Applicable law and competent courts
18.1 Belgian law applies to all disputes related to or arising from the agreement subject to these terms. Only the courts of the judicial district of Antwerp, Mechelen division, have jurisdiction over any disputes concerning the agreement, the collection of invoices and advances arising from the agreement and these terms.
Article 19 – Questions and remarks
19.1 If the client has questions or remarks about the services of BV ArchiLogics, the client can always contact BV ArchiLogics via info@archilogics.be. BV ArchiLogics attaches great importance to a good relationship with its clients and appreciates the client passing on any comments immediately.
BV ArchiLogics · Goorakker 12B, 2440 Geel · BTW BE 1012.273.489 · info@archilogics.be