Below you will find the general and sales terms and conditions of BV Mantis Consulting (0766.303.265). Registered office 9050 Gentbrugge (Kerkstraat 108).
Version – June 21, 2023 (previous version April 14, 2021; adapted Article 2)
This version applies to all contracts concluded from 01/07/2023.
1.1. These general terms and conditions apply to all offers, products and services, and all contracts with BV Mantis Consulting, even if conflicting provisions are stated on the client's documents. By placing an order, the customer accepts BV Mantis Consulting's general terms and conditions. Unless expressly agreed, the applicability of any purchasing or other conditions of the customer is explicitly rejected.
1.2. If changes are made, they take effect 30 days after being announced on BV Mantis Consulting's website (www.mantisconsulting.be) and/or to the customer. If a change is not reasonably acceptable, the customer is entitled to terminate the Agreement - the Agreement then comes to an end on the thirtieth day after the customer sent notification of the desire to terminate.
2.1. All offers and quotations from BV Mantis Consulting are without obligation until the moment of acceptance by the customer. All offers and quotations from BV Mantis Consulting remain valid for thirty days after the date of preparation, after which they have only an informative value. All prices are always in EURO, and exclusive of VAT and/or other taxes, which are payable by the customer (unless stated otherwise).
2.2. The agreement is only concluded when the customer signs the quotation unchanged within thirty days before agreement and returns it to BV Mantis Consulting. Any order or order confirmation by the customer, the customer and BV Mantis Consulting commit to the agreement. The agreement supersedes all previously concluded oral and/or written agreements. The execution of the order starts from receipt of the advance.
2.3. The agreement must contain a clear project description and it is accepted when signing the agreement. See Article 4. Additional work, changes and additions to the work.
2.4. If, after the conclusion of an Agreement, a change occurs in the prices of (raw) materials, taxes or other price-determining factors for BV Mantis Consulting, as a result of which the cost for BV Mantis Consulting becomes higher than at the time of the conclusion of the Agreement, BV Mantis Consulting is entitled to pass on this price increase to the customer, even if this increase was already foreseeable, but could not yet be determined exactly at the time of the conclusion of this Agreement.
2.5. If the Agreement provides for an agreement on a time and materials basis, the amount owed by the Client will be determined by subsequent calculation based on the rates prevailing with BV Mantis Consulting at that time.
2.6. With regard to changes to the Agreement made at the explicit request of the Client, BV Mantis Consulting is entitled to charge the Client for all additional costs caused by that change. If BV Mantis Consulting is of the opinion that additional work must necessarily be carried out, it will inform the Client of this in writing, together with a quotation for said additional work. Unless the Client notifies BV Mantis Consulting of its non-agreement in writing within 8 days after notification thereof, the Client is deemed to agree to the stated additional work and corresponding price.
3.1. Cancellation of an order by the customer is possible upon payment of a compensation of 20% of the agreed price, with a minimum of EUR 250, and as long as the work has not yet been started by BV Mantis Consulting.
3.2. If BV Mantis Consulting is unable to perform the contract due to force majeure, even if the force majeure does not result in permanent and/or absolute impossibility of performance, BV Mantis Consulting is entitled to cancel the contract by sending a signed written notice to the client stating the reason for preventing the performance of the contract. In this case, the client is not entitled to compensation.
4.1. If a fixed price is agreed with the client, this fixed price only relates to the work and services of BV Mantis Consulting described in the contract. Therefore, upon signing the contract, the client accepts the activities described therein. Any changes/divergences/additions to the agreed work during and/or after the project will be performed on a time-and-expense basis at the current hourly rate, unless agreed otherwise.
The following circumstances are examples that give rise to additional work:
Expansion/amendment/deviation of requirements and wishes to the order after it has been approved by the client.
Requirements, wishes, preconditions or expectations of the client that were not made known to BV Mantis Consulting at the time the contract was entered into, or not in full, or not made sufficiently clear.
Defects and shortcomings in the products or services of third parties that BV Mantis Consulting could not reasonably foresee or over which BV Mantis Consulting has little or no control.
Client's failure to cooperate in the execution of the Agreement.
5.1. The client is required to provide all the information and documents, including those of which the client only has knowledge during the term of the Agreement, that are necessary for the execution of the Agreement in a timely manner. The client guarantees the accuracy and completeness of the information he/she has provided, and BV Mantis Consulting cannot be held liable in any way for any damages incurred as a result of incorrect or incomplete information provided by the client.
5.2. The date of completion and the periods stated are merely indicative and do not bind BV Mantis Consulting. Exceeding the completion date and deadlines does not entitle the customer to compensation or a price reduction or dissolving the contract.
5.3. If the parties have expressly agreed on a binding delivery deadline, this deadline may be extended if the customer fails to provide requested and required information, documents, originals or images in time.
6.1. All goods belonging to the client that are on the premises of BV Mantis Consulting during the current contract are kept there at the client's risk.
7.1. Unless otherwise agreed or stated on the invoice, invoices are payable to the account number of BV Mantis Consulting no later than thirty days after the invoice was sent. Disputes must be notified to BV Mantis Consulting in written form within seven working days of the invoice being sent. Under no circumstances can a dispute justify the postponement or suspension of payment.
7.2. If the customer fails to make payment within five working days of receiving a reminder from BV Mantis Consulting to that effect, the customer owes BV Mantis Consulting default interest at the rate stipulated in Article 5 of the Act of 02/08/2002 on combating payment arrears in commercial transactions. A fixed compensation of 10% of the invoice amount with a minimum of 125 euro is also charged. The interest owed is calculated from the date of the reminder until payment is made in full. Furthermore, BV Mantis Consulting reserves the right to suspend further execution of its commitments until the client has paid the overdue invoices. Any delay in payment by the client makes all sums due and payable at once. In such cases, the customer is not permitted to use the documents or advice provided by BV Mantis Consulting.
7.3. Until the client has paid the full amount of the contract, BV Mantis Consulting retains full (intellectual) ownership of the delivered products or services, even if these products or services were delivered in incomplete form. However, all risks are borne by the customer. The customer is obligated to show these terms and conditions of sale to any public official who might seize products and services that have not yet been paid for in full for the benefit of third parties.
7.4. Projects, products and services that have been put on hold by the customer do not give rise to the suspension of payment.
7.5. In the event of non-payment of the invoice within the specified term, the customer explicitly declares that BV Mantis Consulting is entitled to terminate the contract immediately and/or to block access to the services, in whole or in part, temporarily or otherwise. This does not entitle the customer to claim a refund of any prepaid fees or any damages whatsoever. In this case, BV Mantis Consulting will notify the customer. Furthermore, BV Mantis Consulting is entitled to terminate the contract with immediate effect, without further notice of default and by operation of law, if the customer is declared bankrupt, the customer has requested or accepted a court settlement or, more generally, the customer has gone into liquidation.
8.1. BV Mantis Consulting undertakes to perform all services with care. All of BV Mantis Consulting's services are resource commitments. BV Mantis Consulting is not liable for errors in performance due to insufficient or incorrect input by the client. After delivery of a product or service, we provide a transparent handover. Calculation tools or software developed by BV Mantis Consulting are never shared with third parties, only the conclusions that may arise from them, in line with the agreed assignment.
8.2. BV Mantis Consulting cannot be held liable for any errors (even gross errors) made by it or its staff, except in the case of fraud. Regardless of the cause, form or subject of the claim, BV Mantis Consulting cannot be held liable for any consequential damages, such as loss of profit, decrease in turnover, increased operational costs or loss of customers, suffered by the customer or third parties as a result of any error or negligence by BV Mantis Consulting or its employees.
8.3. The liability of BV Mantis Consulting for the services provided to the customer is, in any case, limited to either reimbursing the price paid by the customer or performing the services again, at the discretion of BV Mantis Consulting. The total liability of BV Mantis Consulting shall never exceed the price paid by the customer to BV Mantis Consulting for the services that gave rise to the claim. The customer indemnifies BV Mantis Consulting against any third-party claims, even after termination of the contract.
8.4. With regard to services provided by third-party suppliers, BV Mantis Consulting does not accept any liability above and beyond the liability that the third party suppliers are prepared to accept for their products or services.
8.5. Without prejudice to Article 7, the following applies to software: the flawless operation of a computer configuration (the whole of hardware and software) can never be fully guaranteed, both due to external factors (power cuts or failures, lightning strikes, etc.) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, etc.), so that unexpected losses of (even all) programmes and/or data may occur, among other things. The customer undertakes to install appropriate mechanisms for the security, preservation and restoration of data.
8.6. BV Mantis Consulting cannot be held responsible for any inaccuracies or shortcomings in the data displayed in the products or services it provides. BV Mantis Consulting is not responsible to users or third parties for any direct, indirect or incidental damages, loss of profit or for any damages caused by its negligence or forgetfulness in providing, compiling, mounting, writing and interpreting information.
9.1. Intellectual Property Rights means: all intellectual, industrial and other property rights (whether registered or not), including, but not limited to, copyrights, neighbouring rights, brands, trade names, logos, drawings, (mathematical) models and tools, patents, applications for patents, know-how, as well as rights to databases, computer programs and semi-conductors.
9.2. The customer shall respect the Intellectual Property Rights of BV Mantis Consulting at all times and make reasonable efforts to protect these rights. The customer shall immediately notify BV Mantis Consulting of any infringement by third parties of the Intellectual Property Rights of BV Mantis Consulting of which he/she becomes aware.
10.1. If the client is guilty of a serious contractual breach and fails to remedy this within five days of receipt of a registered notice of default, BV Mantis Consulting is entitled either to suspend the contract until the client has met his obligations or to terminate the contract with immediate effect. The non-payment of one or more invoices on their due date will always be considered a serious contractual default.
10.2. Upon premature termination of the contract, the customer shall pay for all services rendered by BV Mantis Consulting, as well as the costs incurred by BV Mantis Consulting as a result of this premature termination, plus a fixed compensation of 10% of the amount that BV Mantis Consulting could still have invoiced to the customer if the contract had been fully executed. Any advance payment made remains acquired by BV Mantis Consulting. Furthermore, BV Mantis Consulting reserves the right to claim greater damages if it proves that the damages it actually incurred are greater than the fixed damages as determined above.
10.3. Each party agrees to grant the other a reasonable period of time to remedy any shortcomings and always to seek an amicable settlement first.
11.1. Force majeure situations, such as strikes, public unrest, administrative measures and other unexpected events beyond the control of BV Mantis Consulting, release BV Mantis Consulting from its obligations for the duration of the inconvenience and for their scope, without entitling the customer to any price reduction or compensation.
12.1. If any provision of these general terms and conditions is invalid, the remaining provisions will remain in full force and BV Mantis Consulting and the client will replace the invalid provision with another provision that approximates the purpose and purport of the invalid provision as closely as possible.
13.1. Belgian law applies to the contracts of BV Mantis Consulting. Any dispute relating to the conclusion, validity, execution and/or termination of this Agreement will be settled by the court in Ghent.
14.1. Insofar as the customer processes personal data on BV Mantis Consulting's server or e-mail marketing accounts, BV Mantis Consulting has the status of processor. The customer has the capacity of data controller within the meaning of the Personal Data Processing Act. The customer declares that he/she fully complies with the obligations incumbent on the data controller, as set out in this law.
14.2. In the context of providing services to the customer, BV Mantis Consulting processes personal data on the contact persons specified by the customer. These contacts are processed for the purposes of customer management, i.e. to contact the customer regarding the services. The contacts have the right to access and correct their data.
15.1. The parties undertake to keep secret the commercial and technical information and trade secrets they learn from the other party, even after the termination of the Agreement, and to use them only for the execution of the Agreement.
16.1 The client agrees that the work performed by BV Mantis Consulting for the client is included in BV Mantis Consulting's (online) reference portfolio, unless expressly agreed otherwise in writing.
17.2. Without the prior written consent of BV Mantis Consulting, the client is not entitled to transfer any rights and obligations arising from this or any other contract to third parties.
17.3. The customer is responsible and liable for all use of the services provided, including the confidentiality and use of his login data, access codes, e-mail addresses, etc.
17.4. The BV Mantis Consulting network, rented infrastructure and provided services and products may not under any circumstances be used to store or distribute illegal materials and/or software. If BV Mantis Consulting detects such practices, it will immediately stop the service in question and inform the customer in writing. The relevant authorities will also be informed immediately.
17.5. Distributing, making available and offering material protected by copyright, such as video, images, music, texts, visual material, etc., without the author's prior permission via BV Mantis Consulting's infrastructure is also considered an illegal activity. If the customer places material on the software/application developed by BV Mantis Consulting, or sends this material to BV Mantis Consulting for the purpose of placing it on the software/application or incorporating it into it, he/she guarantees that he/she has all rights, including reproduction rights, to the material (such as texts, translations, documents, photos, videos, graphic elements, etc.).